arrangement of carillion canada holdings inc., …

Court File No.: CV-18-590812-00CL

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 CARILLION CANADA HOLDINGS INC., CARILLION CANADA INC., CARILLION CANADA FINANCE CORP., CARILLION CONSTRUCTION INC., CARILLION PACIFIC CONSTRUCTION INC., CARILLION SERVICES INC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIRE INC., OUTLAND CAMPS INC., OUTLAND RESOURCES INC., ROKSTAD POWER GP INC., 0891115 BC LTD., GOLDEN EARS PAINTING & SANDBLASTING LTD., PLOWE POWER SYSTEMS LTD. AND CARILLION GENERAL PARTNER (B.C.) LIMITED

Applicants

AND IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT AND THE RECEIVERSHIP OF 491313 B.C. LTD., CARILLION INVESTMENTS (CANADA) INC., 2447586 ONTARIO INC., TWD ROADS MANAGEMENT INC., VANBOTS CAPITAL CORPORATION AND CARILLION CANADA (WOHC) INC.

Debtors

MOTION RECORD (Re: Settlement Approval Orders)

(Returnable March 29, 2021)

March 23, 2021 Thornton Grout Finnigan LLPBarristers and Solicitors Toronto-Dominion Centre 100 Wellington Street West Suite 3200, P.O. Box 329 Toronto, ON M5K 1K7

Fax: (416) 304-1313

Robert I. Thornton (LSO # 24266B)Tel: (416) 304-0560 Email: [email protected]

Mitchell W. Grossell (LSO # 69993I)Tel: (416) 304-7978 Email: [email protected]

Lawyers for the Monitor, Ernst & Young Inc

1

TO: SERVICE LIST

2

Court File No. CV-18-590812-00CL


(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 CARILLION CANADA HOLDINGS INC., CARILLION CANADA INC., CARILLION CANADA FINANCE CORP., CARILLION CONSTRUCTION INC., CARILLION PACIFIC CONSTRUCTION INC., CARILLION SERVICES INC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIRE INC., OUTLAND CAMPS INC., OUTLAND RESOURCES INC., ROKSTAD POWER GP INC., 0891115 BC LTD., GOLDEN EARS PAINTING & SANDBLASTING LTD., PLOWE POWER SYSTEMS LTD., AND CARILLION GENERAL PARTNER (B.C.) LIMITED

Applicants


Debtors

SERVICE LIST (as at March 22, 2021)

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BLAKE CASSELS & GRAYDON LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, ON M5L 1A9

Pamela L. J. Huff Tel: 416-863-2958 Kathleen Keilty Tel: 416-631-3318 Peter Rubin Tel: 604-631-3315 Linc Rogers Tel: 416-863-4168 Aryo Shalviri Tel: 416-863-2962 Chris Burr Tel: 416-863-3261 Peter Bychawski Tel: 604-631-4218 Caitlin McIntyre Tel: 416-863-4174 Fax: 416-863-2653

[email protected]@[email protected] [email protected]@[email protected] [email protected] [email protected]

Lawyers for the Applicants

ERNST & YOUNG INC. EY Tower, 100 Adelaide Street West P.O. Box 1 Toronto, ON M5H 0B3

Murray McDonald Tel: 416-943-3016 Simone Carvalho Tel: 416-943-7110 Edmund Yau Tel: 416-943-2177 Fax: 416-943-3300

[email protected]@[email protected]

Monitor

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THORNTON GROUT FINNIGAN LLP 110 Wellington St. West, Suite 3200 TD West Tower, Toronto-Dominion Centre Toronto, ON M5K 1K7

Robert Thornton Tel: 416-304-0560 Fraser Hughes Tel: 416-304-0971 Mitchell Grossell Tel: 416-304-7978 Alexander Soutter Tel: 416-304-0595 Fax: 416-304-1313

[email protected]@[email protected]@tgf.ca

Lawyers for the Monitor, Ernst & Young Inc.

CHAITONS LLP5000 Yonge Street, 10th Floor Toronto, ON M2N 7E9

Harvey Chaiton Tel: 416-218-1129 Fax: 416-218-1849

[email protected]

Lawyers for the Board of Directors of the Applicants

DLA PIPER (CANADA) LLP 1 First Canadian Place, Suite 6000 100 King Street West Toronto, ON M5X 1E2

Edmond F.B. Lamek Tel: 416-365-4444 Fax: 416-369-7345 Danny M. Nunes Tel: 416-365-3421 Fax: 416-369-7945

[email protected]@dlapiper.com

Lawyers for ARI Financial Services Inc.

SHIBLEY RIGHTON LLP 250 University Avenue, Suite 700 Toronto, ON M5H 3E5

Thomas McRae Tel: 416-214-5206 Fax: 416-214-5400

[email protected]

Lawyers for Gilbert Steel Limited

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PALLETT VALO LLP 77 City Centre Drive, Suite 300 Mississauga, ON L5B 1M5

Dina Milivojevic [email protected]

Lawyers for 2190965 Ontario Inc.

MILLER THOMSON LLP Scotia Plaza, 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON M5H 3S1

Jeffrey C. Carhart Tel: 416-595-8615 Fax: 416-595-8695 Caleb J. Edwards Tel: 416-595-8166 Fax: 416-595-8695

[email protected]@millerthomson.com

Lawyers for De Lage Landen Financial Services Canada Inc.

OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, ON M5X 1B8

Marc Wasserman Tel: 416-862-4908 Andrea Lockhart Tel: 416-862-8629 Christopher Bennett Tel: 416-862-5992 Fax: 416-862-6666


Lawyers for Fengate Capital Management Ltd.

GOWLING WLG (CANADA) LLP 1600-1 First Canadian Place Toronto, ON M5X 1G5

Thomas Gertner Tel: 416-369-4618 Fax: 416-862-7661

[email protected]

Lawyers for Bank of Montreal

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CASSELS BROCK & BLACKWELL LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Jane O. Dietrich Tel: 416-860-5223 Fax: 416-640-3144 Charles Newman Tel: 416-860-6603 Fax: 416-644-9370 Monique Sassi Tel: 416-860-6886


Lawyers for BNP Paribas, acting through its Canada Branch

GOLDBLATT PARTNERS LLP 20 Dundas St. West, Suite 1309 Toronto, ON M5G 2G8

Susan Philpott Clio Godkewitsch Charles Sinclair

Tel: 416-979-6070 Fax: 416-591-7333


Lawyers for Edward McCluskie, Randall Roe, George Davison, Margaret Keays, Neil Toner, Elton V Culpeper, John Neville, Lorraine Richards, John Mulcahy, Edward Beresford, Paul Quinless, Derrick March, Gerry Holden

STIKEMAN ELLIOTT LLP 1155 Réné-Lévesque Blvd. West Suite 4100 Montréal, QC H3B 3V2

Guy P. Martel Tel: 514-397-3163 Nathalie Nouvet Tel: 514-397-3128 Fax: 514-397-3222

[email protected]@stikeman.com

Lawyers for BAL Global Finance Canada Corporation

BNP PARIBAS 10 Harewood Avenue London, United Kingdom NW1 6AA

John Malet de Carteret [email protected]

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GOODMANS LLP 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Brendan O’Neill Joseph Pasquariello

Tel: 416-979-2211 Fax: 416-979-1234

[email protected]@goodmans.ca

Lawyers for PricewaterhouseCoopers LLP (UK), in its capacity as special managers of Carillion plc

ATTORNEY GENERAL FOR ONTARIO Crown Law Office – Civil 720 Bay Street, 8th Floor Toronto, ON M7A 2S9

Shahana Kar Tel: 416-314-2080 Ananthan Sinnadurai Tel: 416-314-2540

[email protected]@ontario.ca

Lawyers for Her Majesty the Queen in right of Ontario

MINISTRY OF THE ENVIRONMENT AND CLIMATE CHANGE Legal Services Branch 10th Floor, 135 St. Clair Avenue West Toronto, ON M4V 1P5

Paul McCulloch Tel: 613-521-3450 x234 Fax: 613-521-8522 Jessica Rosenberg Tel: 613-314-6532 Fax: 613-314-6579

[email protected]@ontario.ca

Lawyers for the Ministry of the Environment and Climate Change

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GOWLING WLG (CANADA) LLP 1 First Canadian Place 100 King Street West, Suite 1600 Toronto, ON M5X 1G5

Tel: 416-862-7525 Fax: 416-862-7661

Lorne W. Segal Tel: 613-786-0140 Fax: 613-788-3435 Nicholas Kluge Tel: 613-369-4610 Fax: 613-862-7661 Garrett Hamel Tel: 613-783-8811 Fax: 613-788-3422


Lawyers for Sysco Canada, Inc.

MINISTRY OF FINANCE (ONTARIO) Legal Services Branch 777 Bay St., 11th Floor Toronto, ON M5G 2C8

Kevin O’Hara Tel: 416-327-8463

[email protected]

Lawyers for Her Majesty the Queen in right of Ontario

BORDEN LADNER GERVAIS LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West Toronto, ON M5H 4E3

Alex MacFarlane Tel: 416-367-6305 James W. MacLellan Tel: 416-367-6592 Bevan Brooksbank Tel: 416-367-6604


Lawyers for AIG Insurance Company of Canada and Travelers Insurance Company of Canada

McLENNAN ROSS LLP 600, 12220 Stony Plain Road Edmonton, AB T5N 3Y4

Charles P. Russell Tel: 780-482-9115

[email protected]

Lawyers for the Province of Alberta

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ATTORNEY GENERAL OF CANADA Department of Justice Ontario Regional Office The Exchange Tower 130 King Street West Suite 3400, Box 36 Toronto, ON M5X 1K6

Diane Winters Tel: 416-3172

[email protected]

Lawyers for the Canada Revenue Agency

DENTONS CANADA LLP 77 King Street West, Suite 400 Toronto-Dominion Centre Toronto, ON M6K 0A1

Dennis Wiebe Tel: 416-863-4475 Fax: 416-863-4592 John Salmas Tel: 416-863-4737

[email protected]@dentons.com

Lawyers for HSBC Bank Canada

PALIARE ROLAND ROSENBERG ROTHSTEIN LLP 155 Wellington Street West, 35th Floor Toronto, ON M5V 3H1

Gordon Capern Tel: 416-646-4311 Fax: 416-646-4301 Elizabeth Rathbone Tel: 416-646-7488

[email protected]@paliareroland.com

Lawyers for the EllisDon Facilities Services Inc., EllisDon Corporation and EllisDon Inc.

KOSKIE MINSKY LLP 20 Queen Street West, Suite 900, Box 52 Toronto, ON M5H 3R3

Mark Zigler Tel: 416-595-2130 Fax: 416-204-2877 Demetrios Yiokaris Tel: 416-595-2130 Fax: 416-204-2810

[email protected]@kmlaw.ca

Lawyers for International Union of Operating Engineers, Local 793, and related Trust Funds

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DENTONS CANADA LLP 250 Howe Street, 20th Floor Vancouver, BC V6C 3R8

John Sandrelli Tel: 604-443-7132 Fax: 604-683-5214 Tevia Jeffries Tel: 604-691-6427 Miriam DominguezTel: 604-648-6512 Sarah Howes

[email protected]@[email protected]@dentons.com

Lawyers for Rokstad Holdings Corporation, Rokstad Power (2018) Ltd., Golden Ears Painting & Sandblasting (2018) Ltd., Plowe Power Systems (2018) Ltd., Rokstad Power Construction Services Ltd., Rokstad Power Transmission Services Ltd., and Rokstad Power Prairies Ltd.

LIPMAN, ZENER & WAXMAN LLP Barristers and Solicitors 1220 Eglinton Avenue West Toronto, ON M6C 2E3

Anthony J. O’Brien Tel: 416-789-0652 Fax: 416-789-9015

[email protected]

Lawyers for Selco Elevators Ltd.

SIMPSONWIGLE LAW LLP 1 Hunter St. East, Suite 200 Hamilton, ON L8N 3W1

Derek A. Schmuck Tel: 905-528-8411 Fax: 905-528-9008

[email protected]

Lawyers for Ecco Electric Limited

OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, ON M5X 1B8

Michael De Lellis Tel: 416-862-5997 Danna Donald Tel: 416-862-4214 Tobor Emakpor Tel: 416-862-4268


Lawyers for Concert Infrastructure

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MCCARTHY TÉTRAULT LLP Suite 4000, 421 – 7th Avenue SW Calgary AB T2P 4K9

Pantelis Kyriakakis Tel: 405-260-3536 [email protected]

Lawyers for Caterpillar Financial Services Limited

BORDEN LADNER GERVAIS LLP 1200 Waterfront Centre 200 Burrard Street Vancouver, BC V7X 1T2

Kendall E. Andersen Tel: 604-640-4078

[email protected]

Lawyers for FTI Consulting Inc. and FTI Consulting Canada ULC

BISCEGLIA & ASSOCIATES PROFESSIONAL CORPORATION Barristers-at-Law 7941 Jane Street, Suite 200 Concord, ON L4K 4L6

Emilio Bisceglia Tel: 905-695-5200 Fax: 905-695-5201

[email protected]

Lawyers for 1086289 Ontario Inc., operating as Urban Electrical Contractors

MLT AIKINS LLP 1800 – 355 Burrard Street Vancouver, BC V6C 2G8

William E.J. Skelly Tel: 604-608-4597 Fax: 604-682-7131

[email protected]

Lawyers for Emcon Services Inc.



[email protected]

Lawyers for Urban Mechanical Contracting Ltd.



[email protected]

Lawyers for Ozz Electric Inc.

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DLA PIPER (CANADA) LLP 1 First Canadian Place 100 King Street West Toronto, ON M5X 1E2

Bruce Darlington Tel: 416-365-3529 Fax: 416-369-5210Brendan Clancy Tel: 416-365-3514 Fax: 416-369-5220

[email protected]@dlapiper.com

Lawyers for BNY Trust Company of Canada

GOODMANS LLP Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Howard Wise Tel: 416-597-4281 Fax: 416-979-1234 Brad Halfin Tel: 416-597-4281 Fax: 416-979-1234

[email protected]@goodmans.ca

Lawyers for Geo A. Kelson Company Limited

KOSKIE MINSKY LLP 20 Queen Street West, Suite 900, Box 52 Toronto, ON M5H 3R3

Jeffrey A. Armel Tel: 416-595-2069 Fax: 416-204-2826

[email protected]

Lawyers for Terrazzo, Mosaic & Tile Company Limited

GOWLING WLG (CANADA) LLP Barristers & Solicitors 1 First Canadian Place 300 King Street West, Suite 1600 Toronto, ON M5X 1G5

Clifford I. Cole Natalie Mullins Jessica Boily

Tel: 416-862-7525 Fax: 416-862-7661


Lawyers for Hamilton Beach Brands Canada, Inc., Hamilton Beach Brands, Inc., Proctor-Silex, Inc., Proctor-Silex Canada, Inc., Nacco Industries, Inc., Eric Beam, Barbara R.C. Doherty, R. Scott Tidey, Gregory H. Trepp, Kathleen Diller, David Williams, John Seymour, Michael Siegert, Dale Himeman and Diane Kennedy

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KENNALEY CONSTRUCTION LAW 31 Mechanic Street, Suite 305 Paris, ON N3L 1K1

Robert J. Kennaley Joshua W. Winter Tel: 519-805-8186 Fax: 416-700-8185

[email protected]@kennaley.ca

Lawyer for Ritz Architectural Systems Inc.

MCCARTHY TÉTRAULT LLP Suite 5300, Toronto Dominion Bank Tower Toronto, ON M5K 1E6

Tristan Musgrave Tel: 416-601-8152 Barbara J. Boake Tel: 416-601-7557 Fax: 416-868-0673

[email protected]@mccarthy.ca

Lawyers for Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as represented by Ontario Infrastructure and Lands Corporation

RITZ ARCHITECTURAL SYSTEMS INC. 42 Voyager Court North Toronto, ON M9W 4Y2

Tel: 416-644-0220

[email protected]

ERIC NADLER Barrister & Solicitor 30 Eglinton Avenue West, Suite 400 Mississauga, ON L5R 3E7

Eric Nadler Tel: 905-848-4444 Fax: 905-275-3315

[email protected]

Lawyers for Pollard Enterprises Ltd.

GOLDMAN SLOAN NASH & HABER LLP Barristers & Solicitors 480 University Avenue, Suite 1600 Toronto, ON M5G 1V2

R. Brendan Bissell Tel: 416-597-6489 Paul HancockTel: 416-597-7881 Fax: 416-597-3370

[email protected]@gsnh.com

Lawyers for Limen Group Construction Limited and Limen Forming West Ltd.

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WEIRFOULDS LLP 4100-66 Wellington Street West P.O. Box 35, TD Bank Tower Toronto, ON M5K 1B7

Sandra Astolfo Tel: 416-947-5045 Fax: 416-365-1876

[email protected]

Lawyers for the Regional Municipality of Niagara

MCMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, ON M4J 2T3

Jason J. Annibale Tel: 416-865-7912 Fax: 416-865-7048 Tushara Weerasooriya Tel: 416-865-7890 Fax: 416-865-7048 Jeffrey Levine Tel: 416-865-7791 Fax: 416-865-7048


Lawyers for Toronto Hydro Corporation

LANCASTER, BROOKS & WELCH LLP 80 King Street, Suite 800 P.O. Box 790 St. Catharines, ON L2R 6Z1

Johanna McNultyTel: 905-641-1551 ext. 351 Fax: 905-641-1830

[email protected]

Lawyers for D & D Trucking and Construction Services Inc. (formerly 1405221 Ontario Ltd. o/a D & D Trucking and Construction Services)

AZVEDO & NELSON 892 College Street Toronto, ON M6H 1A4

William Ribeiro Tel: 416-533-7133 Fax: 416-533-3114

[email protected]

Lawyers for Tri-Krete Limited and Modern Mosaic Ltd.

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SCALISI BARRISTERS 8800 Dufferin Street, Suite 103 Concord, ON L4K 0C5

Vito S. Scalisi Tel: 905-760-5588 Fax: 905-738-4901

[email protected]

Lawyer for Varcon Construction Corporation

WEIRFOULDS LLP 4100 – 66 Wellington Street West P.O. Box 35, TD Bank Tower Toronto, ON M5K 1B7

Glenn Ackerley Faren Bogach Tel: 416-365-1110 Fax: 416-365-1876

[email protected]@weirfoulds.com

Lawyers for Thirau Inc.

MINISTRY OF THE ATTORNEY GENERAL (BRITISH COLUMBIA) Legal Services Branch, Revenue & Taxation 400 – 1675 Douglas Street PO Box 9289 Stn Prov Govt Victoria, BC V8W 9J7

Aaron Welch Tel: 250-356-8589 Fax: 250-387-0700 Isabela Gowda Tel: 250-952-7631 Fax: 250-387-0700


Lawyers for the Ministry of the Attorney General (British Columbia) Revenue & Taxation

FRIEDMAN LAW PROFESSIONAL CORPORATION 150 Ferrand Drive, Suite 800 Toronto, Ontario M3C 3E5

Patrick Bakos Tel: 416-496-3340 Fax: 416-497-3809

[email protected]

Lawyers for Servocraft Limited.

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DENTONS CANADA LLP 20th Floor, 250 Howe Street Vancouver, BC V6C 3R8

John Sandrelli Tel: 604-443-7132 Cindy Cheuk Tel: 604-691-6463 Tevia Jeffries Tel: 604-691-6427 Valerie Cross Tel: 604-648-6541 Avic Arenas Miriam Dominguez

[email protected]@[email protected]@[email protected]@dentons.com

Lawyers for the Rokstad Group

CAMPORESE SULLIVAN DI GREGORIO Barristers and Solicitors in Association Commerce Place, Suite 1700 One King Street West Hamilton, ON L8P 1A4

Arthur Robert Comporese Kristen M. Bailey

Tel: 905-522-7068 Fax: 905-522-5734

[email protected]@csdlawyers.ca

Lawyers for F&M Caulking Limited

NORTHERN MAT & BRIDGE LP 8001 – 99 Street Clairmont, AB T8X 5B1

Richard Cotter Tel: 780-538-4135 Fax: 780-538-1839

[email protected]

BURNET, DUCKWORTH & PALMER LLP 2400, 525-8th Avenue SW Calgary, AB T2P 1G1

David LeGeyt Tel: 403-260-0210 Fax: 403-260-0332

[email protected]

Lawyers for Northern Mat & Bridge LP

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ADVOCATES LLP 16th Floor – One London Place 255 Queens Avenue London, ON N6A 5R8

James A. Leber Cory Wood

[email protected]@advocatesLLP.com

Lawyers for IBI Group and IBI Group Professional Services (Canada) Inc.

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

Robert J. Chadwick Tel: 416-597-4285 Melaney J. Wagner Tel: 416-597-4258 Andrew Harmes Tel: 416-849-6923


Lawyers for Fairfax Financial Holdings Limited

FASKEN MARTINEAU DuMOULIN LLP 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6

Aubrey E. Kauffman Stuart Brotman

[email protected]@fasken.com

Lawyers for Gerald Anthony Di Rocco and 2441577 Ontario Inc.

BLANEY MCMURTY LLP 2 Queen Street East, Suite 1500 Toronto, ON M5C 3G5

David T. Ullmann Tel: 416-596-4289 Fax: 416-594-2437 Diane BrooksTel: (416) 593-3954

[email protected]@blaney.com

Lawyers for Hitachi Capital Canada Corp.

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PALLETT VALO LLP 77 City Centre Drive West Tower, Suite 300 Mississauga, ON L5B 1M5

Maria Ruberto

[email protected]

Lawyer for P.J. Daly Contracting Limited, Clifford Restoration Limited, Glidepath Systems Ltd., Clifford Masonry Limited, KPM Industries Ltd., Semple Gooder Roofing Corporation, and Trillium Architectural Products Ltd.

BORDEN LADNER GERVAIS 1000 de la Gauchetiere West, 9th Floor Montreal, QC H3B 5H4

Mathieu Levesque Tel: 514-954-3122

[email protected]

Lawyers for Foss National Leasing Ltd.

MILLER THOMSON LLP100 New Park Place, Suite 700 Vaughan, ON L4K 0H9

Enzo Di Iorio Paul GuaragnaTel: 905-532-6679 Fax: 905-660-0139

[email protected]@millerthomson.com

Lawyers for the Claimant, 1471871 Ontario Inc. o/a the Downsview Group

WATSON JACOBS MCCREARY LLP 4711 Yonge Street, Suite 509 Toronto, ON M2N 6K8

Michael C.P. McCreary Caitlin Miller Tel: 416-226-0055 Fax: 416-226-0910

[email protected]@wjm-law.ca

Counsel to Teamsters Local Union No. 230

STIKEMAN ELLIOTT LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9

Maria Konyukhova Tel: 416-869-5230 Fax: 416-947-0866

[email protected]

Lawyers for Barclays Bank plc, HSBC Bank plc, Lloyds Bank plc, National Westminster Bank plc and Morgan Stanley Bank international Limited

MILLER THOMPSON LLP 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON M5H 3S1

Manav Singhla Tel: 416-595-7947 Fax: 416-595-8695

[email protected]

Lawyers for Mallet Millwork Inc.

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MLT AIKINS LLP 30th Floor – 360 Main Street Winnipeg, MB R3C 4G1

Thor J. Hansell Tel: 204-957-4694 John B. Martens Tel: 204-957-4856

[email protected]@mltaikins.com

Lawyers for Manitoba Hydro

FASKEN MARTINEAU DuMOULIN LLP 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6

Aubrey E. Kauffman

[email protected]

Lawyers for Chubb European Group Limited

DRUDI ALEXIOU KUCHAR LLP 7050 Weston Road, Suite 610 Vaughn, ON L4L 8G7

Constantine Alexiou

[email protected]

Lawyers for Capital Drywall Systems Ltd.

HGR GRAHAM PARTNERS LLP 107-190 Cundles Road East Barrie, ON L4M 4S5

Thomas C. Tsakopoulos Tel: 705-737-1811

[email protected]

Lawyers for Lafontaine Iron Werks Inc.

STOCKWOODS LLPTD North Tower 77 King Street West, Suite 4130 P.O. Box 140 Toronto-Dominion Centre Toronto, ON M5K 1H1

Paul LeVayTel: 416-593-2493 Sam Robinson Tel: 416-593-2498 Carlo di Carlo Tel: 416-593-2485 Fax: 416-593-9345


Conflict counsel to the Monitor

GOLDMAN, SLOAN, NASH & HABER LLP 480 University Ave, Suite 1600 Toronto, ON M5G 1V2

Leonard Finegold

[email protected]

Lawyers for Halton Hills South Property Corp.

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FLATIRONSuite 210 – 4020 Viking Way Richmond, BC V6V 2N2

Rachel Mockler, Legal, Vice PresidentTel: 604-248-2791

[email protected]

AIRD & BERLIS LLP 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Ian Aversa Tel: 416-865-3082 Jeremy Nemers Tel: 416-865-7724

[email protected]@airdberlis.com

Lawyers for Chubb Insurance Company of Canada

LENCZNER SLAGHT ROYCE SMITH GRIFFIN LLP130 Adelaide Street West, Suite 2600 Toronto, ON M5H 3P5

Monique JilesenTel: 416-865-2926 Fax: 416-865-9010

[email protected]

SISKINDS LLP680 Waterloo Street P.O. Box 2520 London, ON N6A 3V8

Barbara VanBunderenTel: 519-660-7896 Fax: 519-660-7897

[email protected]

Lawyers for Architectural Millwork & Door Installations Inc.

WORKPLACE SAFETY AND INSURANCE BOARD200 Front Street West Toronto, Ontario M5J 3J1

Caroline [email protected]

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COURTESY COPIES TO:

DEVRY SMITH FRANK LLP Adam Grossi Tel: 416-446-5094 [email protected]

Lawyers for Miller Group

GOLDMAN SLOAN NASH & HABER LLP Stanley Naftolin Tel: 416-597-3388 [email protected]

Lawyers for Amisk Construction and Muskeko Joint Venture

DENTONS CANADA LLP John Hillson Tel: 780-423-7194 [email protected]

Lawyers for Mammoet Canada Western

WIEBE WITTMANN EL-KHATIB LLP 1100 – 1111 West Hastings Street Vancouver, BC V6E 2J3

Kent D. Wiebe [email protected]

Iman Hosseini [email protected]

SINGLETON URQUHART REYNOLDS VOGEL LLP150 King Street West, Suite 2512 Toronto, ON M5H 1J9

Sharon VogelTel: 416-585-8602 Cheryl Labiris Tel: 416-585-8605 Kathryn KirkpatrickTel: 416-585-8595

[email protected] [email protected] [email protected]

Lawyers for the Region of Halton

RETIREMENT PLAN FOR EMPLOYEES OF CARILLION CANADA INC. C/O MERCER (CANADA) LIMITED 120 Bremner Blvd Suite 800 Toronto ON M5J 0A8

Tracey Delahey Tel: 416-868-2860 Fax: 416-868-2913 Email: [email protected]

Principal, Mercer (Canada) Limited as the appointed administrator for the Plan

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E-Service List

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]

23



(COMMERCIAL LIST)



Applicants


Debtors

INDEX

(Re: Settlement Approval Orders) (Returnable March 29, 2021)

TAB DOCUMENT

1 Notice of Motion dated March 23, 2021

2 Thirty-First Report of the Monitor dated March 23, 2021

A Glossary of Terms

B ILM Settlement Agreement

C Redacted Minutes of Settlement

D Confidential Appendix “D” – Unredacted Minutes of Settlement

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3 ILM Settlement Approval Order

4 Niagara Settlement Approval Order

25

TAB 1

26



(COMMERCIAL LIST)



Applicants


Debtors

NOTICE OF MOTION (Re: Settlement Approval Orders)

(Returnable March 29, 2021)

Ernst & Young Inc., in its capacity as the court-appointed monitor of the Applicants (the

“Monitor”), will make a motion to the Honourable Justice Hainey on Monday March 29, 2021, at

2:00 p.m. (Eastern Time), or as soon after that time as the motion can be heard, by video conference

via Zoom at Toronto, Ontario. Please refer to the conference details attached as Schedule “A”

hereto in order to attend the motion and advise if you intend to join the motion by emailing Mitch

Grossell at [email protected].

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2

Capitalized terms not otherwise defined in this Notice of Motion have the meanings

ascribed to them in the Thirty-First Report of the Monitor dated March 23, 2021.

PROPOSED METHOD OF HEARING:

This Motion is to be heard orally by video conference.

THIS MOTION IS FOR:

1. An order substantially in the form of the draft order located at Tab 3 of the Motion Record

of the Monitor that, among other things:

(a) approves the settlement entered into in connection with the construction of the

Interior to Lower Mainland Transmission Line Project (the “ILM Project”) dated

February 22, 2021 (the “ILM Settlement Agreement”) between the Rokstad-

Flatiron Joint Venture (the “RFJV”) and the Flatiron-Graham Joint Venture (the

“FGJV” and together with RFJV, the “ILM Parties”) and authorizes the Monitor

to enter into the ILM Settlement Agreement on behalf of RFJV; and

(b) directs FGJV to pay, by no later than 30 calendar days from the date of the order,

the RPC LP Payment to the Monitor.

2. An order substantially in the form of the draft located at Tab 4 of the Motion Record of the

Monitor that, among other things:

(a) approves the minutes of settlement dated March 22, 2021 (the “Niagara Minutes

of Settlement”), among Carillion Canada Inc. and Carillion Construction Inc.

(collectively “Carillion”), the Regional Municipality of Niagara (the “Region”),

RPL Architects Inc. (“RPL”), and MCW Consultants Ltd (“MCW”);

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(b) authorizes certain payments to be made by the Region, RPL and MCW in

accordance with the Niagara Minutes of Settlement;

(c) directs the Monitor to accept the Proof of Claim of the Region in the amount of

$47,171, plus HST ($53,303.23) as a Proven Claim in accordance with the Second

Amended Claims Procedure Order;

(d) effective upon payment of the Settlement Amount to the Monitor, confirms the

terms and conditions of the Full and Final Mutual Release scheduled to the Minutes

of Settlement;

(e) confirms that in making the Region Payment, the Region shall not incur any

liability or obligation to any person whatsoever pursuant to the Workplace Safety

and Insurance Act, 1997 (the “WSIA”) and that the Region shall have no further

liability under the WSIA in connection with the Niagara Project or the Contract

arising from Carillion’s obligations to the Workplace Safety and Insurance Board

under the WSIA; and

(f) sealing the unredacted copy of the Minutes of Settlement.

3. Such further and other relief as counsel may advise and this Honourable Court may permit.

THE GROUNDS FOR THIS MOTION ARE:

Background to These CCAA Proceedings

4. On January 15, 2018, the High Court of Justice of England and Wales appointed the

“Official Receiver” (an officer of the Court in English insolvency matters and an employee

of the Insolvency Service in the UK) as liquidator of Carillion plc, the ultimate parent

company of the Applicants, and certain of its subsidiaries based in England and Wales.

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5. On January 25, 2018, certain of the Applicants applied for and obtained the Initial Order

that, among other things, (i) granted a stay of proceedings in favour of the Applicants, and

(ii) appointed EY as Monitor of the Applicants in these CCAA proceedings. The Stay

Period was most recently extended to April 30, 2021 pursuant to an Order of the Court

dated October 27, 2020.

6. On March 1, 2018, the Applicants sought and were granted the Additional Applicants

Order that, among other things, added the Additional Applicants to these CCAA

proceedings. The Additional Applicants Order extended all of the rights and protections

granted under the Initial Order to the Additional Applicants.

7. On June 13, 2018, the Applicants sought and were granted the Rokstad Additional

Applicants Order that, among other things, added the Rokstad Additional Applicants to

these CCAA proceedings. The Rokstad Additional Applicants Order granted all of the

rights and protections granted under the Initial Order to the Rokstad Additional Applicants

and RPC Limited Partnership (“RPC LLP”).

8. On October 18, 2019, this Court issued the Enhanced Monitor’s Powers Order that, among

other things, (i) granted the Monitor the power to take any and all actions and steps, and

execute all documents in writing, on behalf, and in the name of the Applicants, (ii) cause

the Applicants to administer the business, affairs and operations of the Applicants as the

Monitor considers necessary or desirable, and (iii) apply to this Court for advice and

directions or any orders necessary to carry out its powers and obligations with respect to

any matter.

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9. On April 29, 2020, this Court appointed EY as the equitable receiver (in such capacity, the

“Receiver”) of certain related parties of the Applicants, including Carillion Investments

(Canada) Inc., 491313 BC Limited, 2447586 Ontario Inc., Carillion Canada (WOHC) Inc.,

TWD Roads Management Inc., and Vanbots Capital Corporation. The receivership

proceedings were harmonized with the CCAA proceedings as set out in the Receivership

Order granted on April 29, 2020.

The ILM Project

10. On November 14, 2011, FGJV, a joint venture, entered into an agreement (the “ILM Prime

Contract”) with the British Columbia Hydro and Power Authority in respect of the

Interior-to-Lower Mainland Project (a 247 km, 500 kilovolt transmission line from Merritt,

B.C. to Coquitlam B.C.) (the “ILM Project”).

11. On September 20, 2012, Rokstad Power Corporation and Flatiron Constructors Canada

Limited (“Flatiron”) entered into a joint venture agreement (the “RFJV Agreement”) to

form the joint venture, Rokstad-Flatiron Joint Venture (“RFJV”), for the purposes of

bidding on a subcontract for the tower assembly, tower erection and the stringing of

transmission cables in respect of the ILM Project (the “ILM Subcontract Work”).

12. On September 21, 2012, RFJV entered into a stipulated price subcontract with FGJV in

respect of the ILM Subcontract Work to be performed by RFJV (the “ILM Subcontract”).

13. In November of 2014, in connection with a series of transactions whereby Carillion Canada

Inc. acquired a 60% ownership interest in certain corporations related to the Rokstad

business, Rokstad Power Corporation transferred substantially all of its assets to Rokstad

Power GP Inc., an Applicant in these proceedings, as the general partner of RPC LP.

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14. On December 1, 2014, pursuant to the RFJV Agreement, Flatiron provided its consent for

all of the rights and obligations under the RFJV Agreement to be assigned from Rokstad

Power Corporation to RPC LP.

15. On December 15, 2015, RFJV achieved Substantial Performance (as defined in the ILM

Subcontract) of the ILM Subcontract Work. On July 12, 2017, the ILM Parties agreed and

executed various change orders that, among other things, changed the ILM Subcontract

from a cost-plus contract to a lump sum price and agreed to a final ILM Subcontract price

of $130,008,494.07.

The ILM Settlement

16. In accordance with the terms and conditions of the Rokstad Transaction, which is described

in further detail in the Tenth Report of the Monitor dated June 15, 2018, the Rokstad

Purchaser agreed to purchase certain assets and assumed certain liabilities of the Rokstad

Vendors. The Rokstad Transaction excluded all assets and liabilities related to the ILM

Project.

17. On June 13, 2018, pursuant to the Addition of Applicants Order, Rokstad Power GP Inc.

was added as an Applicant to these CCAA proceedings and RPC LP was extended similar

protections under the Initial Order.

18. The Applicants and the Monitor organized a call with FGJV and requested, among other

things, (i) an explanation regarding the amount payable to the Rokstad Vendors in respect

of amounts owing under the ILM Subcontract as consideration in a release document that

the Rokstad Purchaser provided to the Rokstad Vendors, and (ii) information related to the

status of the ILM Project.

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19. Flatiron and the Rokstad Purchaser provided further information related to the ILM Project,

which has been reviewed and considered by the Monitor and the Applicants. Also, the

Monitor obtained additional information from certain former employees of the Rokstad

Applicants.

20. After considering the information obtained, the Monitor engaged in further discussions

with respect to the Prime Contract regarding the full and final settlement of the ILM

Project. Specifically, the Monitor considered certain legal issues raised by Flatiron related

to latent defects and the Monitor formed an independent view of what amount would be

reasonable.

21. Eventually, the Monitor and FGJV consensually settled their concerns and entered into the

ILM Settlement Agreement to fully and finally settle any amounts owing to RFJV pursuant

to the ILM Subcontract and the various change orders.

22. Under the Enhanced Powers Order, the Monitor executed the ILM Settlement Agreement

dated February 22, 2021, on behalf of Rokstad Power GP Inc. in its capacity as the general

partner of RPC LP, the Managing Party of RFJV.

23. Pursuant to the ILM Settlement Agreement, RFJV agreed to settle with FGJV for the total

amount of $3,063,174.56 (the “ILM Settlement Amount”). The ILM Settlement Amount

was calculated after deducting the $200,000 (the “Latent Defect Withholding”) which

FGJV withheld to account for the warranty obligations relating to defects and latent defects

as set out in various provisions of the ILM Prime Contract, the ILM Subcontract, and the

Limitation Act, SBC 2012.

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24. Upon this Court’s approval of the ILM Settlement Agreement, FGJV will pay to the

Monitor, in trust, the proportional share of the ILM Settlement Amount attributable to RPC

LP pursuant to the RFJV Agreement. This net payment, which accounts for various

outstanding invoices owed by RPC LLP to Flatiron, is $2,172,172.53 (the “RPC LP

Payment”).

25. The Applicants, in consultation with the Monitor, agreed that the ILM Settlement Amount,

the Latent Defect Withholding, and the RPC LP Payment is commercially reasonable in

the circumstances and will result in additional assets available to creditors of RPC LP.

26. The Monitor recommends that this Court approve the ILM Settlement Agreement in its

entirety.

The Niagara Project

27. The Niagara Project gave rise to certain complex litigation and commercial claims that

were pursued by the Applicants, in consultation with the Monitor. Proofs of claim and lien

notices were filed by the project owners and certain subcontractors of the Niagara Project.

28. However, due to the complexity of these construction projects and their associated claims,

the claims tend to be interrelated. For example, a claim by a subcontractor against Carillion

may form part of Carillion’s claim against the project owner, requiring both claims to be

addressed in conjunction with each other.

The Niagara Settlement

29. In light of these complex and interrelated issues, the Niagara Parties agreed to a process

for the mediation and adjudication of these claims. After several issues with scheduling the

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mediation due to the COVID-19 pandemic, the Niagara Parties held a mediation on

October 7 and 8, 2020.

30. The mediation involved extensive discussions with the Mediator and negotiation with the

Niagara Parties that were facilitated by the Mediator. After the second day of mediation,

the Mediator advised that the parties were too far apart and resolution was likely not

possible that day.

31. Notwithstanding, the Niagara Parties and Carillion continued discussions, including

discussions with the Mediator in the subsequent weeks and ultimately, reached agreement

in principle on the terms of settlement. Following such agreement, the parties negotiated

and eventually entered into the Minutes of Settlement dated March 23, 2021.

32. The salient terms of the Minutes of Settlement are:

(a) the Niagara Settlement and the Minutes of Settlement are conditional on approval

by this Court;

(b) the Niagara Parties will pay to Carillion a negotiated settlement amount;

(c) the Niagara Parties and Carillion have negotiated and executed a full and final

mutual release;

(d) Carillion Canada has agreed to accept part of the Region’s Proof of Claim filed in

the CCAA claims process; and

(e) The parties consent to a dismissal of certain actions on a without costs basis.

33. In addition, the Niagara Parties and Carillion agreed to maintain the confidentiality of

certain provisions of the Minutes of Settlement.

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34. The Monitor recommends that this Court grant approval of the Niagara Minutes of

Settlement in its entirety.

Authorities to be Relied on

35. The Monitor expressly relies on:

(a) the provisions of the CCAA and in particular, section 11;

(b) section 137(2) of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(c) Rules 1.04, 1.05, 2.03, 3.02, 16, and 37 of the Ontario Rules of Civil Procedure,

R.R.O. 1990, Reg. 194, as amended;

(d) the orders of the Court made in these CCAA Proceedings;

(e) the statutory, inherent and equitable jurisdiction of this Honourable Court; and

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

may see fit.

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE MOTION:

36. The Thirty-First Report of the Monitor dated March 23, 2021; and

37. Such further and other materials and evidence as counsel may advise and this Honourable

Court may permit.

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March 23, 2021 Thornton Grout Finnigan LLPBarristers and Solicitors Toronto-Dominion Centre 100 Wellington Street West Suite 3200, P.O. Box 329 Toronto, ON M5K 1K7

Fax: (416) 304-1313

Robert I. Thornton (LSO # 24266B)Tel: (416) 304-0560 Email: [email protected]

Mitchell W. Grossell (LSO # 69993I)Tel: (416) 304-7978 Email: [email protected]


TO: SERVICE LIST

37

12

Schedule “A” Zoom Details

In the Matter of the CCAA Proceedings of Carillion Canada Inc. et al. CV-18-590812-00CLTime: Mar 29, 2021 02:00 PM Eastern Time (US and Canada)

Join Zoom Meeting https://tgf-ca.zoom.us/j/84871250408?pwd=d0NKL1phMEdtZ0FXRUxzSjZBVU1qQT09

Meeting ID: 848 7125 0408 Passcode: 789839

Participant one tap mobile +16473744685,,84871250408#,# Canada (Toronto)

Host one tap mobile +16473744685,,84871250408# Canada (Toronto)

Dial by your location +1 587 328 1099 Canada (Calgary) +1 613 209 3054 Canada (Ottawa) +1 647 374 4685 Canada (Toronto) +1 778 907 2071 Canada (Vancouver) +1 204 272 7920 Canada (Winnipeg) +1 438 809 7799 Canada (Montreal) +1 204 272 7920 Canada +1 438 809 7799 Canada +1 587 328 1099 Canada +1 613 209 3054 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada +1 778 907 2071 Canada +1 646 518 9805 US (New York) +1 786 635 1003 US (Miami) +1 206 337 9723 US (Seattle) +1 213 338 8477 US (Los Angeles) +1 267 831 0333 US (Philadelphia) +1 312 626 6799 US (Chicago)

Meeting ID: 848 7125 0408 Find your local number: https://tgf-ca.zoom.us/u/kw5f7Gp7v

38

14





ONTARIOSUPERIOR COURT OF JUSTICE Proceedings commenced at Toronto

NOTICE OF MOTION

Thornton Grout Finnigan LLP Barristers and Solicitors Toronto-Dominion Centre 100 Wellington Street West Suite 3200, P.O. Box 329 Toronto, ON M5K 1K7

Fax: (416) 304-1313

Robert I. Thornton (LSO # 24266B)Tel: (416) 304-0560 / Email: [email protected]

Mitchell W. Grossell (LSO # 69993I) Tel: (416) 304-7978 / Email: [email protected]


39

TAB 2

40


ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES’ CREDITORSARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE ORARRANGEMENT OF CARILLION CANADA HOLDINGSINC., CARILLION CANADA INC., CARILLIONCANADA FINANCE CORP., CARILLIONCONSTRUCTION INC., CARILLION PACIFICCONSTRUCTION INC., CARILLION SERVICES INC.,CARILLION SERVICES (FSCC) INC., BEARHILLSFIRE INC., OUTLAND CAMPS INC., OUTLANDRESOURCES INC., ROKSTAD POWER GP INC.,0891115 BC LTD., GOLDEN EARS PAINTING &SANDBLASTING LTD., PLOWE POWER SYSTEMSLTD. AND CARILLION GENERAL PARTNER (B.C.)LIMITED

Applicants

AND IN THE MATTER OF SECTION 101 OF THECOURTS OF JUSTICE ACT AND THE RECEIVERSHIPOF 491313 B.C. LTD., CARILLION INVESTMENTS(CANADA) INC., 2447586 ONTARIO INC., TWD ROADSMANAGEMENT INC., VANBOTS CAPITALCORPORATION AND CARILLION CANADA (WOHC)INC.

Debtors

THIRTY-FIRST REPORT OF THE MONITOR AND RECEIVER,ERNST & YOUNG INC.

DATED MARCH 23, 2021

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ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES’ CREDITORSARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE ORARRANGEMENT OF CARILLION CANADA HOLDINGS INC.,CARILLION CANADA INC., CARILLION CANADA FINANCECORP., CARILLION CONSTRUCTION INC., CARILLIONPACIFIC CONSTRUCTION INC., CARILLION SERVICESINC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIREINC., OUTLAND CAMPS INC., OUTLAND RESOURCES INC.,ROKSTAD POWER GP INC., 0891115 BC LTD., GOLDEN EARSPAINTING & SANDBLASTING LTD., PLOWE POWERSYSTEMS LTD. AND CARILLION GENERAL PARTNER (B.C.)LIMITED

Applicants

AND IN THE MATTER OF SECTION 101 OF THE COURTS OFJUSTICE ACT AND THE RECEIVERSHIP OF 491313 B.C. LTD.,CARILLION INVESTMENTS (CANADA) INC., 2447586 ONTARIOINC., TWD ROADS MANAGEMENT INC., VANBOTS CAPITALCORPORATION AND CARILLION CANADA (WOHC) INC.

Debtors

THIRTY-FIRST REPORT OF THE MONITOR AND RECEIVER,ERNST & YOUNG INC.

DATED MARCH 23, 2021

INTRODUCTION

1. For the purposes of this Thirty-First Report of the Monitor (the “Thirty-First Report”),

capitalized terms used herein but not otherwise defined shall have the meanings ascribed

to them in the Glossary attached as Appendix “A” to this report.

2. On January 25, 2018, certain of the Applicants applied for and obtained the Initial Order

that, among other things, (i) granted a stay of proceedings in favour of the Applicants and

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3

a limited stay of proceedings in favour of the Non-Applicant Stay Parties until February

23, 2018, and (ii) appointed EY as Monitor of the Applicants in these CCAA proceedings.

The Stay Period was most recently extended to April 30, 2021, pursuant to an Order of the

Court dated October 27, 2020.

3. On March 1, 2018, the Applicants sought and were granted the Additional Applicants

Order that, among other things, added the Additional Applicants to these CCAA

proceedings.1 The Additional Applicants Order extended all of the rights and protections

granted under the Initial Order to the Additional Applicants.

4. On June 13, 2018, the Applicants sought and were granted the Rokstad Additional

Applicants Order that, among other things, added the Rokstad Additional Applicants to

these CCAA proceedings. The Rokstad Additional Applicants Order granted all of the

rights and protections granted under the Initial Order to the Rokstad Additional Applicants.

RPC LP and CCI LP were also extended the full benefit of the protections under the Initial

Order, and are subject to the same restrictions as the Applicants under the Initial Order.

5. On April 29, 2020, this Court appointed EY as the equitable receiver (in such capacity, the

“Receiver”) of certain related parties of the Applicants, including Carillion Investments

(Canada) Inc., 491313 BC Limited, 2447586 Ontario Inc., Carillion Canada (WOHC) Inc.,

TWD Roads Management Inc., and Vanbots Capital Corporation (collectively, the

“Debtors”). The receivership proceedings were harmonized with the CCAA proceedings

as set out in the Receivership Order granted on April 29, 2020 (the “Receivership Order”).

PURPOSE

6. The purpose of this Thirty-First Report is to report to this Court on the Monitor’s motion

for:

i) an Order (the “ILM Settlement Approval Order”), substantially in the form of

the draft order located at Tab 3 of the Motion Record of the Monitor returnable

1 Pursuant to the Additional Applicants Order, (i) CPC was added as an Applicant to these CCAA proceedingsimmediately upon the granting of the Additional Applicants Order, and (ii) the Fairfax Vendors were added asApplicants to these CCAA proceedings immediately prior to the initial closing of the Fairfax Transaction, whichoccurred on March 7, 2018.

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March 29, 2021 (the “Motion Record”), among other things:

a. approving the settlement agreement between RFJV (defined below) and

FGJV (defined below) dated February 22, 2021 (the “ILM Settlement

Agreement”);

b. authorizing the Monitor, on behalf of Rokstad GP, in its capacity as the

general partner of RPC LP, to enter into the ILM Settlement Agreement;

and

c. authorizing and directing the Monitor to take such additional steps and

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

implementation of the ILM Settlement Agreement; and

ii) an Order (the “Niagara Settlement Approval Order”) substantially in the form of

the draft order located at Tab 4 of the Motion Record, among other things:

a. approving the minutes of settlement among Carillion Canada and Carillion

Construction, the Regional Municipality of Niagara (the “Region”), RPL

Architects Inc. (“RPL”) and MCW Consultants Ltd. (“MCW”) dated

March 23, 2021 (the “Minutes of Settlement”);

b. authorizing Carillion Canada and Carillion Construction to enter into the

Minutes of Settlement;

c. authorizing and directing the Monitor to take such additional steps and

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

implementation of the Minutes of Settlement;

d. approving the distribution waterfall in respect of the Niagara Settlement

Amount (defined below) and authorizing Carillion Canada and Carillion

Construction to repay the Intercompany Advances and Intracompany

Advances to the respective Applicants that advanced funds in respect of the

Niagara Project (as defined below);

e. confirming the terms and conditions of the full and final mutual release (the

“Release”) and the effect of the Release upon payment of the Niagara

Settlement Amount to the Monitor;

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5

f. confirming that the Region shall not incur any liability or obligation to any

person whatsoever pursuant to the Workplace Safety and Insurance Act,

1997 (“WSIA”) and that the Region shall have no further liability under the

WSIA in connection with the Niagara Project and the Niagara Contract

(defined below) arising from Carillion’s obligations to the Workplace

Safety and Insurance Board under the WSIA; and

g. confirming that the Region’s Proven Claim (defined below) shall be

accepted by the Monitor as a Proven Claim (as defined in the Second

Amended Claims Procedure Order dated May 23, 2019) in the amount of

$47,171 plus HST in respect of Carillion Canada and that the Region is

entitled, as an unsecured creditor of Carillion Canada to a pro rata

distribution, if any, made in the CCAA Proceedings.

TERMS OF REFERENCE

7. In preparing this Thirty-First Report and making the comments herein, the Monitor has

been provided with, and has relied upon the Information. Except as described in this

Thirty-First Report:

i) the Monitor has reviewed the Information for reasonableness, internal consistency

and use in the context in which it was provided. However, the Monitor has not

audited or otherwise attempted to verify the accuracy or completeness of such

information in a manner that would wholly or partially comply with GAAS

pursuant to the Chartered Professional Accountants Canada Handbook and,

accordingly, the Monitor expresses no opinion or other form of assurance

contemplated under GAAS in respect of the Information; and

ii) some of the information referred to in this Thirty-First Report consists of forecasts

and projections. An examination or review of the financial forecast and projections,

as outlined in the Chartered Professional Accountants Canada Handbook, has not

been performed.

8. Future oriented financial information referred to in this Thirty-First Report was prepared

45

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based on Management’s estimates and assumptions. Readers are cautioned that since

projections are based upon assumptions about future events and conditions that are not

ascertainable, the actual results will vary from the projections, even if the assumptions

materialize, and the variations could be significant.

9. Unless otherwise indicated, the Monitor’s understanding of factual matters expressed in

this Thirty-First Report concerning the Applicants and their business is based on the

Information, and not an independent factual determination made by the Monitor.

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

dollars.

11. Copies of materials related to these CCAA proceedings are available on the Monitor’s

website at www.ey.com/ca/carillioncanada.

ILM SETTLEMENT

ILM Project

12. As described in the Tenth Report of the Monitor dated June 15, 2018 (the “Tenth Report”)

and the Nineteenth Report of the Monitor dated June 10, 2019, (the “Nineteenth Report”),

certain assets were excluded from the Rokstad Transaction, including the claim of RPC LP

and Flatiron Constructors Canada Limited (“Flatiron” and together with RPC LP,

“RFJV”) against Flatiron and Graham Construction (“Graham” and together with

Flatiron, “FGJV”) with respect to the construction of a 247km, 500-kilovolt transmission

line from Merritt, B.C. to Coquitlam, B.C., known as the British Columbia Hydro and

Power Authority’s Interior to Lower Mainland Transmission Line Project (the “ILM

Project”).

13. On September 20, 2012, Rokstad Power Corporation (“Rokstad Power”) and Flatiron

entered into a joint venture agreement (the “JV Agreement”) for the purposes of tower

assembly, tower erection, the stringing of transmission cables and related construction

work (the “Subcontract Work”) in respect of the ILM Project. On December 1, 2014, in

accordance with the terms of the JV Agreement, Flatiron provided its consent for all of the

46

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rights and obligations under the JV Agreement to be assigned from Rokstad Power to RPC

LP. Pursuant to the JV Agreement, RPC LP is the primary partner of RFJV with a 75%

economic interest and Flatiron is the secondary partner with a 25% economic interest.

14. On September 21, 2012, RFJV entered into a stipulated price subcontract with FGJV in

respect of the Subcontract Work to be performed by RFJV (the “Subcontract”). On

December 15, 2015, RFJV achieved substantial performance of the Subcontract Work.

15. On July 12, 2017, the Parties agreed and executed certain change orders (the “Change

Orders”) that, among other things, changed the Subcontract from a stipulated price (cost-

plus) contract to a lump sum price contract for the Change Orders and agreed to a final

Subcontract price in the aggregate amount of $130,008,494.07.

16. As of the date of the Rokstad Additional Applicants Order and closing of the Rokstad

Transaction, there was a remaining balancing owing to RFJV with respect to the

Subcontract Work and the Change Orders.

ILM Settlement

17. The Monitor understands that discussions between RCP LP and Flatiron commenced prior

to the CCAA proceedings of the Rokstad Applicants and a settlement amount was initially

discussed, but never finalized.

18. After RPC LP became subject to the CCAA proceedings through its general partner, the

Monitor worked with the Applicants and the Rokstad Vendors pursuant to the Cooperation

and Realization Agreement to understand the status of the ILM Project, the nature of the

remaining amounts owed to RFJV and the Monitor reviewed the books and records of RPC

LP with respect to amounts related to the Change Orders and certain work done by RPC

LP after substantial completion of the Subcontract Work was achieved.

19. The Monitor and the Applicants engaged in discussions with Flatiron and Graham, on

behalf of FGJV, to discuss the amounts owing to RFJV. After many discussions with FGJV

regarding certain factual and legal issues over a significant period of time, a negotiated

settlement was agreed to between FGJV and RFJV in the amount $3,117,309.10, less a

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withholding for latent defects of $200,000, plus GST of $145,865.46, for a total settlement

payment of $3,063,174.56 (the “ILM Settlement Amount”), in full and final satisfaction

of all amounts due and owing for the Subcontract Work performed by RFJV in respect of

the ILM Project, including all materials installed and supplied by RFJV to the ILM Project.

20. As the 75% economic partner in RFJV, RPC LP is entitled to $2,297,380.92 and as the

25% economic partner in RFJV, Flatiron is entitled to $765,793.64. Ultimately, the final

settlement amount payable to the Monitor, on behalf of RPC LP, is $2,172,172.53 (the

“RPC LP Payment”) after deductions relating to $55,768.39 in respect of amounts

previously withdrawn from the RFJV bank account by RPC LP and $69,440 in respect of

outstanding equipment rental invoices owed by RPC LP to Flatiron.

21. The Monitor has discussed both deductions with representatives of the Applicants,

representatives of the Rokstad Purchasers and reviewed the books and records of the

Applicants and is satisfied that both deductions are appropriate. Further, it is not likely the

ILM Settlement would have been achieved had these deductions been refused.

22. A copy of the ILM Settlement Agreement is attached as Appendix “B” to this Thirty-First

Report. Among other things, the ILM Settlement Agreement provides:

i) the ILM Settlement Agreement is subject to the approval of this Court;

ii) within 30 days following the approval of this Court, the FGJV shall pay to the

Monitor, in trust, the RPC LP Payment;

iii) the parties to the ILM Settlement Agreement agree to release each other including

with respect to all warranties and defect risks related to the ILM Project such that

RFJV shall have no further liability or risk associated with the ILM Project; and

iv) within 14 days of the execution of the ILM Settlement Agreement, RPC LP is to

determine whether there are any documents and records that are in its possession

or control related to the performance of the Subcontract Work by RFJV and if such

documents are available, provide same to FGJV.

23. The Monitor worked with the representatives of RPC LP to locate any available documents

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with respect to the Subcontract Work and have provided same to in-house counsel to

Flatiron and accordingly, has satisfied that obligation under the ILM Settlement

Agreement.

24. The Monitor is of the view that the ILM Settlement is reasonable, is in the best interests of

the stakeholders and will maximize value for the Applicants’ stakeholders. Accordingly,

the Monitor supports the ILM Settlement Agreement and recommends that the Court grant

the proposed ILM Settlement Approval Order.

NIAGARA SETTLEMENT

Niagara Project

25. As described in the Thirtieth Report of the Monitor dated October 20, 2020 (the “Thirtieth

Report”), the Applicants, in consultation with the Monitor, continued to pursue certain

commercial claims in respect of amounts owing to certain Applicants related to the

Construction Business in effort to maximize value for the stakeholders of the Applicants.

26. Carillion Canada and the Region entered into the stipulated price contract 2013-T-14 (the

“Niagara Contract”) in respect of the construction of the Niagara Regional Police

Headquarters (the “Niagara Project”) on October 4, 2013.

27. The Monitor understands that due to the nature and complexity of the Niagara Project,

Carillion Construction engaged many subcontractors to complete the Niagara Project.

Many of these subcontractors have filed Lien Notices and Proofs of Claim in these CCAA

proceedings, as described in the Twentieth Report.

28. The Monitor understands that Carillion Canada and Carillion Construction were involved

in the Niagara Contract. Although Carillion Canada is the counterparty that signed the

Niagara Contract with the Region, the Monitor understands that Carillion Construction is

the entity that entered into subcontracts with the subcontractors who performed work on

the Niagara Project. For that reason, the subcontractors with Lien Notices and Proofs of

Claim in these CCAA proceedings have claims against Carillion Construction, not

Carillion Canada. For the purposes of this section, Carillion Canada and Carillion

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Construction are collectively referred to as “Carillion”.

Niagara Litigation

29. On August 20, 2018, the Region filed a Proof of Claim against Carillion in the amount of

$829,163.60, plus HST (the “Region Claim”) in these CCAA proceedings for the

correction of deficiencies under warranty and delay costs incurred by the Region with

respect to the Niagara Contract.

30. On June 4, 2019, Carillion delivered a notice of revision or disallowance (“NORD”) to the

Region. Based on Carillion’s review, in consultation with the Monitor, the Region’s claim

was disallowed in its entirety because, among other reasons, Carillion had a claim in excess

of $14 million against the Region for the payment of outstanding amounts owing under the

Niagara Project contract (including maintenance holdback amounts) and unapproved

extras and additional costs incurred by Carillion (the “Carillion Claim”). The Region

delivered a notice of dispute in response to the NORD on June 25, 2019.

31. The Region Claim and the Carillion Claim are collectively referred to in this section as the

“Disputed Claims”.

32. As described in the Thirtieth Report and previous reports of the Monitor, after the

Applicants received the dispute notice from the Region, the Applicants, with the assistance

of the Monitor, have worked with the Region and, at the request of the Region, RPL and

MCW (collectively, the “Niagara Parties”), to agree on a process for the adjudication of

the Disputed Claims.

33. Concurrently, Carillion and the Niagara Parties discussed participating in a mediation to

settle the Disputed Claims. The parties agreed to participate in a two-day mediation by

zoom video conference on October 7 and 8, 2020 (the “Mediation”) with Mr. Christopher

O’Connor as the mediator (the “Mediator”).

Niagara Settlement

34. On October 7 and 8, 2020, counsel to the Applicants, the Region, RPL and MCW, and the

Monitor and its counsel, attended the Mediation in an attempt to resolve the Disputed

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Claims.

35. The Mediation involved extensive discussions with the Mediator and negotiation with the

Niagara Parties that were facilitated by the Mediator. After the second full day of

mediation, the Mediator advised the parties that they were too far apart and resolution was

likely not possible that day. The Mediator encouraged the parties to continue considering

settlement discussions, with his assistance as necessary.

36. Further to several subsequent discussions among the Mediator, the Niagara Parties and

Carillion, with the assistance of the Monitor, the parties reached an agreement in principle

on the terms of settlement of the Disputed Claims (the “Niagara Settlement”). Following

such agreement, Carillion (through the Monitor) and the Niagara Parties negotiated the

Minutes of Settlement that were ultimately executed on March 23, 2021.

37. The salient terms of the Minutes of Settlement are summarized below:

i) the Niagara Settlement and the Minutes of Settlement are conditional on approval

by this Court;

ii) the Niagara Parties will pay to Carillion Construction a negotiated settlement

amount in full satisfaction of work performed in respect of the Niagara Project (the

“Niagara Settlement Amount”);

iii) each of the Niagara Parties will pay their respective portion of the Settlement

Amount to the Monitor, in trust, within 30 calendar days of court approval of the

Minutes of Settlement. The Monitor shall hold the Niagara Settlement Amount in

a segregated bank account designated to the Niagara Project in accordance with the

Amended Lien Regularization Order dated March 14, 2018;

iv) prior to the date of the motion to approve the Niagara Settlement and the Minutes

of Settlement, Carillion and the Niagara Parties will each sign a full and final

release in respect of each other substantially in the form attached as Schedule “C”

to the Minutes of Settlement (the “Full and Final Release”). The Monitor

confirms that the Full and Final Release was executed on March 23, 2021;

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v) Carillion Canada will accept the Region Claim as a Proven Claim (as defined in the

Claims Procedure Order) in the amount of $47,171, plus HST (the “Region’s

Proven Claim”) in respect of certain deficiencies on the Niagara Project;

vi) the Region shall not be entitled to deduct or set-off the Region’s Proven Claim from

the Niagara Settlement Amount;

vii) the parties will consent to a dismissal of certain actions scheduled to the Minutes

of Settlement on a without costs basis;

viii) the Niagara Settlement Amount shall be allocated in accordance with the principles

of the CCAA and the relative priorities that any claimants have at law in respect of

the Niagara Settlement Amount including, without limitation, any lien claims or

trust claims under the Construction Act; and

ix) the Minutes of Settlement are to be kept confidential, however, the parties agree

that Carillion may, with the Monitor’s consent, disclose unredacted copies of the

Minutes of Settlement to stakeholders in the CCAA Proceedings with an economic

interest in the Niagara Settlement, which include Carillion’s subcontractors and the

surety who issued the labour and material payment bond Carillion obtained

pursuant to the Niagara Contract, on the condition that such stakeholders execute

confidentiality undertakings, if Carillion and the Monitor determine, in their sole

discretion, that such disclosure is necessary to obtain the Niagara Settlement

Approval Order.

38. A redacted copy of the Minutes of Settlement is attached as Appendix “C” to this Thirty-

First Report. An unredacted copy of the Minutes of Settlement will be provided to this

Court as Confidential Appendix “D”.

39. The Monitor is seeking a sealing Order with respect to Confidential Appendix “D”.

Niagara Settlement Approval Order

40. Among other things, the Niagara Settlement Approval Order proposes the following

distribution waterfall in respect of the Niagara Settlement Amount:

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i) first, payment of any CCAA super-priority charges granted by order in these CCAA

proceedings and attributable to the Niagara Project (including pursuit of the

Carillion Claim), including, the Intercompany Charge and the Intracompany

Charge granted pursuant to the Second Amended Project Charges Order dated

October 18, 2019. To date, the CCAA priority charges are approximately

$800,000, subject to receipt of final invoices. The Monitor expects these final

invoices to be minimal amounts;

ii) second, payment of all amounts owing in respect of any valid claims or charges in

respect of the Niagara Settlement Amount that rank in priority to general unsecured

creditors of Carillion, including without limitation, any lien claims that may attach

in priority to the Niagara Settlement Amount pursuant to the Amended Lien

Regularization Order dated May 23, 2019 and any trust claims in favour of any

beneficiaries of the trust created by the Construction Act; and

iii) third, the remaining proceeds of the Settlement Amount, if any, shall be made

available to the general unsecured creditors of Carillion Canada.

Settlement is Fair and Reasonable

41. The Niagara Settlement ends several years of dispute between the parties and resolves the

Disputed Claims. Based on discussions with construction counsel to the Applicants, the

Monitor is of the view that the Niagara Settlement is in the best interests of the Applicants

and generally maximizes value for the Applicants’ stakeholders.

42. Given the complexity and uncertainty associated with the Disputed Claims, the Monitor is

of the view that the Niagara Settlement is fair and reasonable in the circumstances because:

(i) it resolves complex construction litigation in an efficient and favourable manner, (ii)

provides a net positive recovery to Carillion for the benefit of its creditors, (iii) avoids

further professional costs associated with pursuing the Carillion Claim, and (iv) will permit

the Monitor to further discussions with subcontractors who have Lien Notices or have filed

Proofs of Claim asserting priority to any proceeds realized from the Niagara Project.

43. The alternative to the Niagara Settlement is the continued litigation of the Disputed Claims.

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The Monitor understands that this would be a costly and time-consuming process. Further,

the continued litigation could have taken several months to reach a determination.

44. Accordingly, for the reasons described above, the Monitor supports the approval of the

Niagara Settlement and the Minutes of Settlement and recommends that this Court grant

the proposed Niagara Settlement Approval Order.

CONCLUSIONS AND RECOMMENDATIONS

45. The Monitor recommends that the Court grant the following Orders if the Court sees fit:

i) the ILM Settlement Approval Order; and

ii) the Niagara Settlement Approval Order.

All of which is respectfully submitted this 23rd day of March, 2021.

ERNST & YOUNG INC.

in its capacity as the Monitor of: Carillion Canada Holdings Inc., CarillionCanada Inc., Carillion Canada Finance Corp., Carillion Construction Inc.,Carillion Pacific Construction Inc., Carillion Services Inc., Carillion Services(FSCC) Inc., Bearhills Fire Inc., Outland Camps Inc., Outland ResourcesInc., Rokstad Power GP Inc., 0891115 BC Ltd., Golden Ears Painting &Sandblasting Ltd., Plowe Power Systems Ltd., and Carillion General Partner(B.C.) Limited and in its capacity as Receiver of 491313 B.C. Ltd., CarillionInvestments (Canada) Inc., 2447586 Ontario Inc., TWD Roads ManagementInc., Vanbots Capital Corporation, and Carillion Canada (WOHC) Inc., andnot in its personal capacity

Per:

Murray McDonaldChairman

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Appendix “A”Glossary of Terms

Term DefinitionCarillion Canada Carillion Canada Inc.Carillion Canada(WOHC)

Carillion Canada (WOHC) Inc

Carillion Construction Carillion Construction Inc.Carillion Finance Carillion Canada Finance Corp.Carillion Group A global integrated support services and construction

company headquartered in the United Kingdom, conductingbusiness primarily in the U.K., Canada, and the Middle East.

Carillion Holdings Carillion Canada Holdings Inc.Carillion Investments Carillion Investments (Canada) Inc.Carillion Pacific Carillion Pacific Construction Inc.Carillion Services Carillion Services Inc.CCI LP CCI (B.C.) Limited Partnership.Carillion Parent Carillion plc, a corporation incorporated under the laws of

the U.K., the ultimate parent of the Applicants, acting by itsSpecial Managers.CPC Carillion Pacific Construction Inc.

FSCC Carillion Services FSCC Inc.Golden Ears Golden Ears Painting & Sandblasting Ltd

Outland Camps Outland Camps Inc.Outland Entities 491313 BC Ltd., Outland Resources Inc., Outland Camps,

Bearhills, 9198-4468 Quebec Inc., and Tangmaarvik InlandCamp Services Inc.Outland Resources Outland Resources Inc.

Plowe Plowe Power Systems LtdRPC Rokstad Power Corporation.

RPC LP RPC Limited Partnership

TWD TWD Roads Management Inc.

Term Definition$ Canadian Dollars.Additional Applicants The Additional Vendors and CPC.Additional ApplicantsOrder

The Order (Adding Applicants and Corporate Governance)granted and issued on March 1, 2018.

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Additional Vendors Collectively Carillion Services Inc., Carillion Services(FSCC) Inc., Bearhills Fire Inc., Outland Camps Inc., andOutland Resources Inc.

Administration Charge The charge granted in the Initial Order, up to a maximumamount of $5 million, over the Applicants’ Property infavour of the Monitor, counsel to the Monitor, counsel to theApplicants and independent counsel to the Board ofDirectors as security for their professional fees anddisbursements incurred at their respective standard rates andcharges, both before and after the Initial Order was grantedin the CCAA proceedings.

Amended ProjectCharges Order

The Order granted on March 14, 2018 (as amended onDecember 19, 2018), that granted a super-priority ProjectCharge as security for the repayment of intercompany orthird party advances made in respective of a constructionproject.

Applicants Collectively, Carillion Canada Holdings Inc., CarillionCanada Inc., Carillion Canada Finance Corp., CarillionConstruction Inc., Carillion Pacific Construction Inc.,Carillion Services Inc., Carillion Services (FSCC) Inc.,Bearhills Fire Inc., Outland Camps Inc., and OutlandResources Inc.

Applicants' Property The Applicants' current and future assets, undertakings andproperties of every nature and kind whatsoever, andwherever situate, including all proceeds thereof.

Approval Order The Sale Approval, Vesting and Interim Financing Ordergranted and issued on February 8, 2018.

Assistants The employees, independent contractors, sub-contractors,advisors, consultants, agents, experts, accountants, counseland such other persons retained or employed by theApplicants from time to time.

Assigned Contracts Collectively, the Initial Assigned Contracts and theAdditional Assigned Contracts

Assignment ApprovalOrder

The Assignment Approval Order granted and issued onMarch 1, 2018

Blakes Blake, Cassels & Graydon LLP.BNP BNP Paribas.Board of Directors The Applicants’ current board of directors in such capacity.Business SupportServices

Services provided by the Carillion Canada Group thatincludes facilities management and services, strategic assetmanagement and engineering and energy services across anumber of sectors, including oil and gas, healthcare andaviation.

Canadian SweepArrangements

The arrangements under the global liquidity solutionswhereby cash from the bank accounts of certain Canadianentities within the Carillion Group that were swept daily into

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a Canadian bank account of Carillion Canada at HSBCCanada.

Carillion CanadaProperty

The Applicants' Property, together with all of the Non-Applicant Stay Parties' current and future assets,undertakings and properties of every nature and kindwhatsoever, and wherever situate including all proceedsthereof.

Carillion Pension Plan The Retirement Plan for Employees of Carillion Canada,which is sponsored and administered by Carillion Canadaand provides both defined benefit and defined contributionpension benefits.

Carillion Suppliers Third-party suppliers with whom Carillion Canada, CarillionConstruction and certain of the Non-Applicant Stay partieshave agreements for the purchase of goods and/or services

Cash ManagementSystem

The centralized cash management system in place as of thedate of the Initial Order among the Carillion Canada Entitieswhereby the cash from certain of the Carillion CanadaGroup’s operating entities (including the Applicants,Carillion Canada and Carillion Construction, and certainnon-applicants, including Carillion Services (CAMH) Inc.and Carillion Services (FSCC) Inc.) was centralized in thebank accounts held by Carillion Canada and CarillionConstruction with HSBC, or such other substantially similarcentral cash management system instituted as a replacement.

Cash Sweep Carillion plc’s cash sweep of approximately $28 million onJanuary 12, 2018 from the Applicants’ Cash ManagementSystem.

Claims Package Has the meaning ascribed to it in the Claims ProcedureOrder.

Claims ProcedureOrder

The Claims Procedure Order granted and issued on July 6,2018, as amended on January 29, 2019 and May 23, 2019,and as may be further amended or amended and restatedfrom time to time.

Claims Process The process commenced pursuant to the Claims ProcedureOrder to determine the status and validity of claims filedagainst the Applicants.

CCAA Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended.

CCI CDN MasterAccount

The bank account of Carillion Canada with HSBC Canadabearing account number 002-792257-001.

CCI UK MasterAccount

The bank account of Carillion Canada located at a branch ofHSBC UK whereby cash was swept on a daily basis from theCCI CDN Master Account to the CCI UK Master Account.

Charges The charges entitled to the benefit of the CCAA Charges.CCAA Charges The Administration Charge, the Directors’ Charge and the

Intercompany Charge.

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Construction Business The in-house engineering, architectural design and projectmanagement capabilities for buildings and infrastructure.

Court The Ontario Superior Court of Justice (Commercial List) inthe City of Toronto in the Province of Ontario.

D&O Claims Has the meaning ascribed to it in the Claims ProcedureOrder.

DIP Debtor-in-possession.Director(s) Any/all current and former directors (or their estates) of the

Applicants in such capacity.Directors' Charge The $11 million charge on the Applicants’ Property as

security for the indemnity provided by the Applicants infavour of the Board of Directors pursuant to the Initial Order.

Escrow Amounts The amount held in escrow by the Monitor and subject to theterms of the Fairfax Transaction.

EY Ernst & Young Inc.Excluded Claims Has the meaning ascribed to it in the Claims Procedure

Order.Fairfax Hamblin Wasta Investment Counsel Ltd., in its capacity as

the investment manager of Fairfax Financial HoldingsLimited and certain affiliates thereof.

Fairfax Transaction The sale to Fairfax of the Applicants’ services portfoliowhich includes the Business Support Services and OutlandEntities

Fairfax Vendors Carillion Construction, CCI, Carillion Services, OutlandResources, Outland Camps, Bearhills and FSCC.

Filing Date The date that the Initial Order was granted, January 25, 2018.First Report The first report of the Monitor dated February 6, 2018.GAAS Generally Accepted Assurance Standards.Held Funds Approximately $27.8 million of cash originated by certain

entities of the Carillion Canada Group that are currentlybeing held by HSBC UK in the CCI UK Master Account.

Highway MaintenanceBusiness

The year-round routine and preventative road maintenanceservices provided by the Carillion Canada Entities across theprovinces of Ontario and Alberta.

HSBC UK HSBC Bank plcHST Harmonized sales taxes.Information Unaudited financial information, books, records and financial

information prepared by the Applicants, discussions withManagement, and information from other third party sources.

Initial Order Order granted and issued by the Court on January 25, 2018,as amended and restated from time to time, declaring thatCarillion Canada Holdings, Carillion Canada, CarillionCanada Finance, and Carillion Construction commencing theCCAA proceedings and appointing EY as Monitor.

Initial Stay Period January 25, 2018 until February 23, 2018.

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IntercompanyAdvance(s)

Advances or loans made by an Applicant, with the consent ofthe Monitor, to another Applicant or Non-Applicant StayParty on an inter-company basis.

Intercompany Charge A charge and security (to the maximum amount outstandingfrom time to time) against the applicable Carillion CanadaProperty of the Carillion Canada Entity that receives anIntercompany Advance.

IntercompanyTransaction(s)

Transactions between and among the Carillion CanadaGroup including, without limitation, intercompany fundingtransactions, buying and selling goods and services(including, without limitation, head office and sharedservices), and the allocation of, collection from, and paymentof costs, expenses and other amounts.

Lien Claims The rights of any person who supplied services and/ormaterials to preserve or perfect their liens pursuant to therelevant Provincial Lien Legislation.

Lien RegularizationOrder

The Order of the Court dated March 14, 2018, as amendedMay 23, 2019.

Management Management of the Applicants.Monitor EY, in its capacity as Court-appointed Monitor of the

Applicants in the CCAA ProceedingsMonitor's Website www.ey.com/ca/carillioncanada.Non-Applicant StayParties

The Outland Entities, Rokstad Entities, Services Entities andOther Carillion Canada Subsidiaries.

OPEB Claims Has the meaning ascribed to it in the Claims ProcedureOrder.

Person(s) Any individual, corporation, firm, limited or unlimitedliability company, general or limited partnership, association(incorporated or unincorporated), trust, unincorporatedorganization, joint venture, trade union, governmentauthority or any agency, regulatory body or officer thereof orany other entity, wherever situate or domiciled, and whetheror not having legal status.

Post-Filing Claims Has the meaning ascribed to it in the Claims ProcedureOrder.

PPP Private Public Partnerships.PPP Business The design, construction, finance, maintenance and service

for projects with governments across the defence, healthcare,education, transport, and energy sectors.

Pre-Filing Report The pre-filing report of the Proposed Monitor dated January24, 2018.

Proceeding(s) A proceeding or enforcement process in any court ortribunal.

Project Charges A charge granted as security for the repayment of advancesmade by an intercompany or a third party for a constructionproject, against all amounts paid or payable to Carillion

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Construction or Carillion Pacific as applicable, in respect ofsuch construction project.

Project Charges Order The Order of this Court dated March 14, 2018, as amendedon December 19, 2018, and October 18, 2019.

Proposed Monitor Ernst & Young Inc.Provincial LienLegislation

The Construction Lien Act, RSO 1990, c. C.30, Builders'Lien Act, RSA 2000, c B-7, Builders' Liens Act, CCSM cB91, the Builders' Lien Act, SS 1984-85-86, c B-7.1,Builders Lien Act, SBC 1997, c 45 and any similar provinciallien legislation applicable to the Carillion Projects in anyCanadian province.

Restructuring Claims Has the meaning ascribed to it in the Claims ProcedureOrder.

Reynolds InitialAffidavit

The Affidavit of Elizabeth Reynolds sworn January 24, 2018

Roads Business Year-round routine and preventative road maintenanceservices for approximately 40,000 kilometers of highwaysacross the provinces of Ontario and Alberta.

Roads Transaction The sale transaction among CCI, CCFC and TWD RoadsManagement Inc., as vendors, and Emcon Services Inc. and1165565 B.C. Ltd., as purchasers.

Rokstad AdditionalApplicants

Collectively, Rokstad Power GP Inc., 0891115 BC Ltd.,Golden Ears Painting & Sandblasting Ltd., Plowe PowerSystems Ltd., and Carillion General Partner (B.C.) Limited.

Rokstad AdditionalApplicants Order

The Order (adding the Rokstad Additional Applicants)granted and issued on June 13, 2018.

Rokstad Purchaser Rokstad Holdings Corporation, or its designated purchaser.Rokstad Transaction The sale transaction among the Rokstad Vendors and

Rokstad Holdings Corporation.Rokstad Vendors Rokstad Power GP Inc., 0891115 BC Ltd., Golden Ears

Painting & Sandblasting Ltd. and Plowe Power Systems Ltd.Sales Taxes Goods and services taxes, harmonized sales taxes or other

applicable sales taxes required to be remitted by theApplicants in connection with the sale of goods and servicesby the Applicants.

Seaforth Project The project performed by Carillion Pacific, involving newconstruction and upgrades to the Seaforth Armoury locatedin Vancouver, B.C.

Segregated Funds Segregated bank accounts established by the Applicants tohold funds advanced to them on the condition that such fundsbe used for a specific purpose in respect of a specific portionof the Carillion Canada Business.

Service List The list of all Persons appearing in person or by counsel inthe CCAA proceedings that is maintained and updated asnecessary by the Monitor and posted, as updated from timeto time, on the Monitor’s Website.

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Stay Extension andEnhanced Monitor’sPowers Order

The Order of this Court dated October 17, 2019, that, amongother things, extended the stay of proceedings up to andincluding April 30, 2020, and granted additional powers tothe Monitor.

Stay Extension andService Order

The Order of the Court dated February 23, 2018, amongother things, (i) extending the Stay Period to May 25, 2018and (ii) approving substituted service on affected parties whowere not on the service list or otherwise served with the LienRegularization Order and CCAA Charges Priority Order.

Stay Period Stay of proceedings in favour of the Applicants up to andincluding October 30, 2020, or such later date as the Courtmay order.

Subsidiaries Carillion Services, 491313 BC Ltd., Outland Resources,Outland Camps and Bearhills.

Tangmaarvik Tangmaarvik Inland Camp Services Inc.TGF Thornton Grout Finnigan LLPThird Party Advances An advance, on a no-fee, no-interest basis, made on or after

the date of this Order, by a third party to CarillionConstruction or Carillion Pacific, to fund the payment offees, costs or expenses related to a construction project.

Transmission andDistribution Business

Transmission and distribution of sustainable energy solutionsto homes, businesses and public buildings and infrastructureservices for sub-stations, cabling and overhead power lines,primarily operated by RPC LP.

UK The United Kingdom.UK LiquidationProceedings

The UK liquidation proceedings commenced on January 15,2018, of Carillion plc, the ultimate parent company of theCarillion Group, and five related Carillion Group entitiesbased in the UK

UK Liquidator The “Official Receiver” appointed by the UK High Court onJanuary 25, 2018 as liquidator of Carillion plc, the ultimateparent company of the Carillion Group and five relatedCarillion Group entities based in the UK.

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APPENDIX “B”

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1

SETTLEMENT AGREEMENT (the “Agreement”)

BETWEEN:

ROKSTAD-FLATIRON, a Joint Venture(“RFJV”)

of the First Part- and -

FLATIRON-GRAHAM, a Joint Venture(“FGJV”)

of the Second Part

(collectively, the “Parties”)

WHEREAS on November 14, 2011, FGJV entered into an agreement (the “Prime Contract”)with British Columbia Hydro and Power Authority in respect of the construction of a 247km, 500-kilovolt transmission line from Merritt, B.C. to Coquitlam, B.C., known as the British ColumbiaHydro and Power Authority’s Interior to Lower Mainland Transmission Line Project (the “ILMProject”);

AND WHEREAS on September 20, 2012, Rokstad Power Corporation (“Rokstad Power”) andFlatiron Constructors Canada Limited (“Flatiron”) entered into a joint venture agreement (the “JVAgreement”) for the purposes of tower assembly, tower erection, the stringing of transmissioncables and related construction work (the “Subcontract Work”) in respect of the ILM Project;

AND WHEREAS on September 21, 2012, RFJV entered into a stipulated price subcontract withFGJV in respect of the Subcontract Work to be performed by RFJV (the “Subcontract”);

AND WHEREAS in and around November 2014, Rokstad Power entered into a series oftransactions that resulted in all of the assets of Rokstad Power being transferred to Rokstad PowerGP Inc., on behalf of RPC Limited Partnership (“RPC LP”);

AND WHEREAS on December 1, 2014, pursuant to the terms of the JV Agreement, Flatironprovided its consent for all of the rights and obligations under the JV Agreement to be assignedfrom Rokstad Power to RPC LP;

AND WHEREAS on December 15, 2015, RFJV achieved Substantial Performance (as defined inthe Subcontract) of the Subcontract Work;

AND WHEREAS on July 12, 2017, the Parties agreed and executed Change Orders #4 and #5that, among other things, changed the Subcontract from a cost plus contract to a lump sum priceand agreed to a final Subcontract price in the amount of $130,008,494.07;

AND WHEREAS on January 25, 2018, Carillion Canada Inc., et al. (collectively, the“Applicants”) commenced proceedings under the Companies’ Creditors Arrangement Act

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(Canada) (the “CCAA Proceedings”) pursuant to the Initial Order granted by Justice Hainey (the“Initial Order”), and Ernst & Young Inc. was appointed by the Court as monitor of the Applicants(in such capacity, the “Monitor”) pursuant to the Initial Order;

AND WHEREAS on June 13, 2018, among other applicants, Rokstad Power GP Inc., the generalpartner of RPC LP, was added as an applicant to the CCAA Proceedings, and RPC LP wasextended similar protections under the Initial Order;

AND WHEREAS pursuant to the order of Mr. Justice Hainey granted on October 18, 2019 (the“Enhanced Powers Order”), the Monitor was granted certain enhanced powers in respect of theApplicants, including: (i) to take any and all actions and steps, and execute all documents andwriting, on behalf, and in the name of the Applicants, and (ii) cause the Applicants to administerthe business, affairs and operations of the Applicants as the Monitor considers necessary ordesirable;

AND WHEREAS the RFJV has never received full and final payment for the Subcontract Workperformed and the amounts agreed to related to Change Orders #4 and #5, and the FGJV has agreedto fully and finally settle any amounts owing to RFJV pursuant to the Subcontract and ChangeOrders #4 and #5;

AND WHEREAS the Monitor supports the settlement contemplated by this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements contained hereinand for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Parties agree to the following terms:

Settlement Amount and Payment

1. FGJV agrees to settle with RFJV for the sum of $3,117,309.10 less the Latent DefectWithholding (defined below), plus GST of $145,865.46, for a total amount of $3,063,174.56 (the“Settlement Amount”), in full and final satisfaction of all amounts due and owing for theSubcontract Work performed by RFJV in respect of the ILM Project, including all materialsinstalled and supplied by RFJV to the ILM Project.

2. By no later than 30 calendar days following the approval of this Agreement by the Courtin the CCAA Proceedings, FGJV shall pay to the Monitor, in trust, the proportional share of theSettlement Amount attributable to RPC LP pursuant to the JV Agreement, being 75%($2,187,981.83, plus GST of $109,399.09) less: (i) $55,768.39 unilaterally withdrawn by RPC LPfrom the RFJV bank account, as shown in the bank statement dated November 30, 2018, and (ii)$69,440 (inclusive of tax) in respect of outstanding invoices owed by RPC LP to Flatiron forcertain equipment. For greater certainty, the net amount of the payment from FGJV to the Monitorshall be $2,172,172.53 (two million one hundred and seventy-two thousand one hundred andseventy-two dollars and fifty-three cents) (the “RPC LP Payment”).

Full and Final Mutual Release

3. The Parties, on behalf of themselves and their respective current and former affiliates, andthe respective officers, directors, employees, partners (including limited or general), consultants,

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legal counsel, representatives, advisors, agents, successors and assigns (collectively,“Representatives”) of such Party (collectively, the “Releasors”), hereby remise, release andforever discharge each of the other Parties hereto, their Representatives, and the Monitor(collectively, the “Releasees”), in each case as applicable, of and from all actions, causes of action,demands, rights or claims for damages, indemnity, interest, costs, and loss of every nature andkind howsoever arising, including but not limited to by statute or common law, by reason of thecommission of a tort (intentional or unintentional), by reason of any breach of contract or otheragreement (oral or written) or by reason of any breach of duty (including any legal, statutory,equitable or fiduciary duty or breach of a standard of care) and, whether or not any indebtedness,liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,unmatured, disputed, undisputed, legal, equitable, secured, unsecured, present, future, known,unknown, by guarantee, surety, insurance deductible or otherwise, and whether or not such rightis executory or anticipatory in nature, including the right or ability of any person to advance aclaim for contribution or indemnity or otherwise, with respect to any matter, action, cause or chosein action, which each of the Releasors now has or hereafter can, shall or may have, in any wayarising out of any cause, matter or thing whatsoever existing that relates to the Subcontract, theSubcontract Work and the ILM Project (individually, a “Claim” and collectively, “Claims”),including, without limitation, any Claims made or alleged or that could be made or alleged by anyof the Releasors.

4. The Parties acknowledge that there are warranty obligations relating to defects and latentdefects as set out in General Condition 8.3 (Defects) and 32 (Warranty) of the Prime Contract andSubcontract Condition 2.3 (Defective Work), 12.2.3 (Waiver), and 12.3 (Warranty) of theSubcontract and the Limitation Act, SBC 2012 (15 year Limitation Period) (the “Warranty andDefect Risk”). As RFJV wants to be released from the Warranty and Defect Risk, FGJV willwithhold the sum of $200,000 (two hundred thousand dollars) as a latent defect withholding(“Latent Defect Withholding”).

5. The Parties understand that they may later discover Claims or facts that may be differentfrom, or in addition to, those that it or any other Party now knows or believes to exist regardingthe subject matter of the release contained in paragraph 3 of this Agreement, and which, if knownat the time of agreeing to the release, may have materially affected the release and the Parties’decision to enter into and grant the release described in paragraph 3 of this Agreement.Nevertheless, the Parties intend to fully, finally and forever settle and release all Claims that nowexist, may exist, or previously existed, as set out in the release contained in paragraph 3 of thisAgreement, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, andthe release given herein is and will remain in effect as a complete release, notwithstanding thediscovery or existence of such additional or different facts. The Releasors hereby waive any rightor Claim that might arise as a result of such different or additional Claims or facts.

6. Each of the Releasors acknowledges and agrees to not make or continue any Claims orproceedings against any other person, entity, agency or corporation, in any manner or forum, whomay claim contribution or indemnity in common law or in equity or under the provisions of anystatute, regulation or otherwise, including the Negligence Act, RSBC 1996 and the amendmentsthereto or other similar provincial legislation, against any of the Releasees with respect to thesubject matter hereof. In the event that any such Claims or proceedings are brought, this Releasemay be pleaded as a complete defence and reply by the Releasees, and may be relied upon in any

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proceeding to dismiss the Claims or proceedings on a summary basis as against any of theReleasees. The Releasors, for the same consideration, further covenant and agree not to join, assistor act in concert in any manner whatsoever with any person, firm or corporation in the making ofany Claim or demand in the bringing of any proceeding or action in any manner whatsoever againstany of the Releasees arising out of or in relation to the matters herein remised, released anddischarged.

7. In the event that any action shall be commenced by a Releasee to enforce the release inparagraph 3 of this Agreement, the prevailing party in such action (as determined by a court in theProvince of British Columbia) shall be entitled to such reasonable legal fees, costs and expensesas may be fixed by the decision maker, including, but not limited to, reasonable legal fees, expensesand costs of investigation incurred in: (a) appellate proceedings; (b) any post-judgmentproceedings to collect or enforce the judgment; (c) establishing the right to indemnification orpayment; and (d) any action or participation in, or in connection with, any case or proceeding underany bankruptcy, insolvency or other similar statute or laws.

8. Upon receipt of the RPC LP Payment, the RFJV is hereby dissolved in accordance withArticle 17.1 of the Rokstad-Flatiron Joint Venture Agreement.

9. Within 14 calendar days of the execution of this Agreement, RPC LP shall determine ifdocuments and records are in its possession or control related to the performance of theSubcontract Work by RFJV, including:

(a) accounting records;

(b) records related to labour supplied by RPC LP or RFJV to the ILM Project, includingdaily logs and time cards;

(c) records related to the use by RFJV or RPC LP of equipment owned or provided byFGJV; and

(d) documents and records related to any third party costs incurred by RFJV or RPCLP in the performance of the Subcontract Work.

To the extent such documents and records are in its possession or control, RPC LP shallassemble and deliver such documents and records to FGJV within that 14 calendar day period. Ifsuch documents and records are not in its possession or control, RPC LP shall advise FGJV inwriting of same within that 14 calendar day period.

General

10. FGJV acknowledges and agrees that the Monitor, acting in its capacity as the Monitor ofthe Applicants in the CCAA proceedings, will have no liability in connection with this Agreementwhatsoever, whether in its capacity as Monitor, in its personal capacity, or otherwise.

11. The Parties acknowledge that the settlement represented by this Agreement is binding andenforceable in accordance with its terms and the Parties covenant not to challenge theenforceability of any provision of this Agreement.

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12. The Parties each acknowledge that they have received independent legal advice inconnection with the negotiation and execution of this Agreement.

13. The Parties agree to promptly execute and deliver or cause to be executed and delivered allsuch further documents and instruments and shall do or cause to be done all such further acts andthings in connection with this Agreement that the other party may reasonably require as beingnecessary or desirable in order to effectively carry out or better evidence or perfect the full intentand meaning of this Agreement or any provision hereof, including for any tax purposes.

14. No amendment of this Agreement shall be effective unless made in writing and signed bythe Parties.

15. None of the Parties may assign its rights or obligations under this Agreement without theprior written consent of the other party. This agreement will enure to the benefit of and be bindingon the Parties and their respective heirs, executors, administrators, personal and legalrepresentatives, successors, and permitted assigns.

16. This Agreement is governed by and is to be interpreted in accordance with the laws of theProvince of BC and the laws of Canada applicable in BC.

17. Notwithstanding paragraph 16 above, in respect of any action or proceeding relating in anyway to the Parties’ obligations under this Agreement (an “Agreement Action”), each Partyirrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in: (i) theProvince of Ontario during the pendency of the Applicants’ CCAA Proceedings, and (ii) theProvince of British Columbia thereafter. For greater certainty, the Parties consent to an AgreementAction being tried in Toronto, Ontario and, in particular, being placed on the Commercial List ofthe Ontario Superior Court of Justice during the pendency of the Applicants’ CCAA Proceedings.

18. Any party hereto shall be at liberty to seek the advice and direction of the Court in theCCAA Proceedings with respect to any dispute or directions required regarding theimplementation of this Agreement, on not less than seven days’ notice to the other party, it beinghereby agreed and acknowledged that the Honourable Justice Hainey is seized of the CCAAProceedings.

19. This Agreement constitutes the entire agreement between the Parties in respect of thesubject matter of this Agreement and supersedes all prior agreements, understandings, negotiationsand discussions, whether oral or written. There are no conditions, representations, warranties,obligations or other agreements between the Parties in connection with the subject matter of thisAgreement (whether oral or written, express or implied, statutory or otherwise) except as explicitlyset out in this Agreement.

20. This Agreement may be executed in counterparts, each of which shall be deemed to be anoriginal and both of which taken together shall be deemed to constitute one and the sameinstrument, and may be delivered by fax, PDF or other electronic means of transmission.

This agreement dated as at February 22, 2021.

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Per:FLATIRON-GRAHAM, A JOINT VENTURE

Name:Title:

Per:

ROKSTAD-FLATIRON, A JOINT VENTURE

Executed on behalf of Rokstad Power GP Inc. in itscapacity as the general partner of RPC LimitedPartnership, the Managing Party of Rokstad-Flatiron, aJoint Venture, by Ernst & Young Inc. pursuant to thepowers granted by the Court in the CCAA Proceedings, inits capacity as court-appointed monitor of the Applicantsand not in its corporate or personal capacity

Name: Murray McDonaldTitle: Chairman

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Per:

Per:

Execution Version

FLATIRON-GRAHAM, A JOINT VENTURE

Name: Ken Tanner Title: Project Director

ROKSTAD-FLATIRON, A JOINT VENTURE

Executed on behalf of Rokstad Power GP Inc. in its capacity as the general partner of RPC Limited Partnership, the Managing Party of Rokstad-Flatiron, a Joint Venture, by Ernst & Young Inc. pursuant to the powers granted by the Court in the CCAA Proceedings, in its capacity as court-appointed monitor of the Applicants and not in its corporate or personal capacity Per:

Name: Murray McDonald Title: Chairman

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APPENDIX “C”

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15942234.4

Niagara Regional Police HQ Settlement

This Agreement is dated as of the 23rd day of March, 2021.

MINUTES OF SETTLEMENT (the “Agreement”)

Among:

CARILLION CANADA INC. and CARILLION CONSTRUCTION INC. (collectively, “Carillion”)

Of the First Part

- and -

THE REGIONAL MUNICIPALITY OF NIAGARA (the “Region”)

Of the Second Part

- and -

RPL ARCHITECTS INC., formerly known as Rebanks Pepper Littlewood Architects Inc.

(“RPL”)

Of the Third Part

- and -

MCW CONSULTANTS LTD. ( “MCW”)

Of the Fourth Part

(together, the “Parties”, and individually, the “Party”)

WHEREAS on January 25, 2018, Carillion Canada Inc., Carillion Construction Inc., et al. (collectively, the “Applicants”) commenced proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”), where, among other things, Ernst & Young Inc. was appointed by the Court (defined below) as monitor of the Applicants (in such capacity, the “Monitor”);

AND WHEREAS legal proceedings have been commenced by or against the Parties in the actions defined in Schedule “A” attached (the “Actions”);

AND WHEREAS the Region has filed a proof of claim in the amount of $829,163.60, plus HST (the “Region Claim”) in the CCAA Proceedings against Carillion arising out of, or in relation to, the stipulated

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price contract 2013-T-14 in the aggregate amount of $45,500,000 (the “Contract”), in respect of the construction of the Niagara Regional Police Headquarters (the “Project”);

AND WHEREAS the Parties have agreed to fully and finally settle the Actions, including the Region Claim, which include all claims, crossclaims, counterclaims and third or subsequent party claims, and any and all other matters, complaints, and disputes, whether now known or unknown, including all claims and matters directly or indirectly relating to, arising out of, or connected to the matters raised or that could have been raised in the Actions, subject to the express terms of this Agreement and the Full and Final Release (defined below), and to further resolve all other differences and disputes relating to the Actions arising up to and including the Effective Date (defined below) of this Agreement (the “Settlement”) subject to the express terms of this Agreement and the Full and Final Release (defined below);

AND WHEREAS Carillion will be paid CAD $ (inclusive of HST) (the “Settlement Amount”) in accordance with paragraph 1 below, to effect the Settlement;

AND WHEREAS the Monitor supports the Settlement contemplated by this Agreement;

AND WHEREAS this Agreement will require approval of the court in the CCAA Proceedings in order to consummate the Settlement;

AND WHEREAS the Monitor shall use commercially reasonable efforts to seek authorization and approval of the Settlement by way of court order prepared in consultation with the Parties issued by the Ontario Superior Court of Justice (the “Court”);

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following terms:

Settlement Payments

1. Following the issuance of the CCAA Order (defined below), the Region, RPL and MCW shall severally make the following payments, which comprise the Settlement Amount:

(a) the Region shall pay to the Monitor the sum of CAD$ , plus HST (the full amount being CAD$ ) (the “Region Payment”) forthwith but by no later than 30 calendar days after the issuance of the CCAA Order approving the Settlement. For greater certainty, the Region Payment is in consideration of the amount retained by the Region in full and final satisfaction of deficiency holdback, maintenance holdback, statutory holdback (being $72,198.88 plus HST), additional contractual amounts and the claim for damages and contribution or indemnity as particularized in Carillion’s claims against the Region;

(b) RPL shall pay to the Monitor the sum of CAD$ (the “RPL Payment”) forthwith but by no later than 30 calendar days after the issuance of the CCAA Order approving the Settlement. For greater certainty, the RPL Payment is in settlement of the claim for damages as particularized in Carillion’s claim against RPL and the Parties acknowledge and agree that there is no contract between RPL and Carillion; and

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(c) MCW shall pay to the Monitor the sum of CAD$ (the “MCW Payment”) forthwith but by no later than 30 calendar days after the issuance of the CCAA Order approving the Settlement. For greater certainty, the MCW Payment is in settlement of the claim for damages as particularized in Carillion’s claim against MCW and the Parties acknowledge and agree that there is no contract between MCW and Carillion.

2. The Parties acknowledge and agree that the Settlement Amount (net of any Intercompany Charges or Intracompany Charges funded for the cost of the Actions): (i) shall be held in a segregated bank account designated to the Project in accordance with the Amended Lien Regularization Order dated March 14, 2018, and (ii) are, within the meaning of the Construction Act, amounts received by a contractor on account of the Contract price of an improvement and constitute trust funds for the benefit of the subcontractors and other persons who have supplied services or materials to the Project who are owed amounts by the contractor.

Proofs of Claim

3. The Region Claim shall be accepted as a proven claim in the claims process in the CCAA Proceedings in the amount of $47,171, plus HST, against Carillion Canada Inc. (the “Region’s Proven Claim”). For greater certainty, the Region’s Proven Claim shall only be accepted for the purposes of the claims process and shall not entitle the Region to set-off against the Region Payment and the Region hereby expressly waives any right of set-off solely in respect of the Region Payment. The acceptance of the Region’s Proven Claim in the CCAA Proceedings and any distributions to the Region as an unsecured creditor of Carillion Canada Inc. in the CCAA Proceedings does not preclude the Region from making a claim and seeking to recover the sum of $47,171, plus HST, against the Project performance bond (performance bond no. 935243 with AIG Insurance Company of Canada as surety).

Dismissal/Discontinuance of Actions

4. Each of the Parties expressly agree that by executing this Agreement, the Parties hereby provide their consent to an order dismissing the Actions (listed in Schedule “A”, items 1 through 5 only), substantially in the forms attached as Schedule “B” (the “Consent Dismissals”), and such Consent Dismissals will be delivered to the Monitor forthwith, to be held in trust and escrow pending receipt of the Settlement Amount, but by no later than by the date of the Settlement Approval Motion (as defined below). With respect to the 6th action listed in Schedule “A” (RPL v Niagara, MCW et al), the Parties agree RPL is entitled to and shall deliver a Notice of Discontinuance following payment of the Settlement Amount to the Monitor, with RPL, MCW and the Region consenting to the discontinuance of that action, without costs.

5. Neither RPL nor MCW will raise as a defence to any proceeding issued by the Region in respect of the claims expressly reserved by the Region in the Full and Final Release (defined below) that those claims are res judicata or otherwise released or that the Region is barred from pursuing those claims as a result of the dismissal or discontinuance of the Actions.


6. Prior to the date of the Settlement Approval Motion (as defined below), the Parties will each sign a full and final release in respect of each other Party (substantially in the form attached hereto as

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Schedule “C”) (the “Full and Final Release”). The Full and Final Release will be circulated by email to the lawyers for all Parties, in escrow, forthwith but by no later than two (2) business days prior to the hearing of the Settlement Approval Motion. The Full and Final Release will be released from escrow upon receipt by the Monitor of the Settlement Amount.

Subcontractor Claims

7. The Parties acknowledge and agree that the Settlement Amount shall be allocated in accordance with the principles of the CCAA and the relative priorities that subcontractors have in respect of the Settlement Amount at law including, without limitation, any lien claims or trust claims under the Construction Act that any subcontractors of the Project may have in respect of the Settlement Amount. For greater certainty, the terms and conditions of the Lien Regularization Order, together with the terms in paragraphs 1(a) and 2 of this Agreement, shall apply to the Settlement Amount.

CCAA Motion

8. Forthwith upon the satisfaction or waiver of all other conditions herein, the Monitor will bring a motion (the “Settlement Approval Motion”), on notice to the Service List in the CCAA Proceedings and the Parties to this Agreement, to obtain an order of the Court in the CCAA Proceedings substantially in the form attached hereto as Schedule “D” (the “CCAA Order”), that, among other things:

(a) approves the Settlement;

(b) directs the Region, RPL and MCW to make the Region Payment, RPL Payment and the MCW Payment within 30 calendar days after the issuance of the CCAA Order;

(c) upon receipt of the Settlement Amount, releases the Full and Final Releases from escrow (in accordance with paragraph 6 of this Agreement);

(d) confirms that in making the Region Payment, the Region shall not incur any liability or obligation to any person whatsoever pursuant to the Workplace Safety and Insurance Act, 1997 (“WSIA”) and that the Region shall have no further liability under the WSIA in connection with the Project and Contract arising from Carillion’s obligations to the Workplace Safety and Insurance Board under the WSIA; and

(e) confirms that the Region Claim shall be accepted by the Monitor as a Proven Claim (as defined in the Second Amended Claims Procedure Order dated May 23, 2019) in the amount of $47,171 plus HST in respect of Carillion Canada Inc. and that the Region is entitled, as an unsecured creditor of Carillion Canada Inc. to a pro rata distribution, if any, made in the CCAA Proceedings.

9. Counsel for Carillion will undertake to forthwith use the Consent Dismissals to take out the orders dismissing items 1 through 5 of the Actions listed in Schedule “A”, provided that the Actions shall not be dismissed or discontinued until the Settlement Amount is paid to the Monitor in full.

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Confidentiality

10. The Parties agree that the terms of the Settlement and this Agreement will remain confidential and will not be disclosed to any person or institution except for the purposes of implementing or enforcing the Settlement, enforcing the Full and Final Release or for the purpose of seeking and receiving legal, tax, and accounting advice, reporting to Council, or as required by law, including compliance with the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, or as is necessary for financial advisors, including disclosure in financial statements, disclosure to lenders, shareholders, and insurers in which case those parties will be made aware of the terms of the Agreement and the fact that the Settlement is made without any admission of liability. Notwithstanding the foregoing, the Parties acknowledge that the Monitor will serve on the Service List in the CCAA Proceedings a copy of this Agreement with all commercially sensitive terms redacted, and will file an unredacted copy of this Agreement with the Court in the CCAA Proceedings, subject to a request for a sealing order. The Parties acknowledge that the granting of a sealing order will be at the ultimate discretion of the Court.

11. The Parties agree that Carillion may, with the Monitor’s consent, disclose unredacted copies of this Agreement to stakeholders in the CCAA Proceedings with an economic interest in the Settlement, which for greater certainty includes Carillion’s subcontractors and the surety who issued the labour and material payment bond Carillion obtained pursuant to the Contract on the condition that such stakeholders execute confidentiality undertakings, if Carillion and the Monitor determine, in their sole discretion, that such disclosure is necessary to obtain the CCAA Order.

General

12. Tax Documents. The Parties will exchange all documents related to the Settlement that may be required by any of the other Parties for tax purposes. The Parties agree that no part of the Settlement Amount is in respect of interest claimed by Carillion. The Region Payment is solely in respect of costs incurred to construct and complete the Project, including costs of performing the Contract beyond the original Contract time.

13. No Admission. The Parties acknowledge that there has been no admission of liability whatsoever by any other Party and in fact, any liability is specifically and expressly denied.

14. Binding Agreement. The Parties acknowledge that the Settlement represented by this Agreement is binding and enforceable in accordance with its terms and each covenant not to challenge the enforceability of any provision of this Agreement.

15. Independent Legal Advice. The Parties each acknowledge that they have received independent legal advice in connection with the negotiation and execution of this Agreement.

16. Assignment. None of the Parties may assign its rights or obligations under this Agreement without the prior written consent of the other Parties. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

17. Governing Law; Jurisdiction. This Agreement and the Schedules are governed by and are to be interpreted in accordance with the laws of the Province of Ontario and the laws of Canada

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applicable in Ontario. The Ontario Superior Court of Justice (Commercial List) shall have the exclusive jurisdiction to determine any action or issue arising under this Agreement and the Parties hereby attorn to the exclusive jurisdiction thereof.

18. Entire Agreement. This Agreement, including Consent Dismissals and Full and Final Release, represent the entire agreement between the Parties. The Parties each disclaim the existence of any additional, collateral or implicit terms, representations, assurances, warranties or other obligations, save and except a separate agreement among the Region, RPL and MCW reflecting additional settlement terms between those parties only which agreement shall be executed by them contemporaneously with this Agreement.

19. Amendment. The Settlement evidenced by this Agreement may only be modified in writing and upon signature by all of the Parties, and with the consent of the Monitor.

20. Advice and Directions. Any Party hereto shall be at liberty to seek the advice and direction of the Court in the CCAA Proceedings with respect to any dispute or directions required regarding the implementation of this Agreement, on not less than 7 days’ notice to the other Parties, it being hereby agreed and acknowledged that the Honourable Justice Hainey is seized of the CCAA Proceedings.

21. Effective Date. For the purposes of this Agreement, the effective date of this Agreement is the date first written above (the “Effective Date”).

22. Recitals. The Parties agree the recitals set forth herein are accurate and are hereby incorporated into and deemed a part of this Agreement.

23. Counterparts. This Agreement may be executed in counterparts and delivered by fax, PDF or other electronic means of transmission, each of which shall be deemed to be an original and of full force and effect.

[Signature Pages to Follow]

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Per:

CARILLION CANADA INC.

Executed on behalf of Carillion Canada Inc., by Ernst &Young Inc. pursuant to the powers granted by the Courtin the CCAA Proceedings, in its capacity as court-appointed monitor of the Applicants and not in itscorporate or personal capacity


Per:

CARILLION CONSTRUCTION INC.

Executed on behalf of Carillion Construction Inc., byErnst & Young Inc. pursuant to the powers granted by theCourt in the CCAA Proceedings, in its capacity as court-appointed monitor of the Applicants and not in itscorporate or personal capacity


Per:

THE REGIONAL MUNICIPALITY OF NIAGARA

Name: Ron TrippTitle: Acting Chief Administrative Officer

Per:

Name: Todd HarrisonTitle: Commissioner of Corporate Services(We have authority to bind the Region)

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RPL ARCHITECTS INC.

Per:

Name:Title: fe&9essf(I have authority to bind RPL)

MCW CONSULTANTS LTD.

Per:

Name:Title:(I have authority to bind MCW)


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Per:

RPL ARCHITECTS INC.

Name: Title: (I have authority to bind RPL)

Per:


Name: Tim Jantzi Title: Executive Partner (I have authority to bind MCW)

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15942234.4

Niagara Regional Police HQ Settlement

Schedule “A” Actions

No. Style of Cause Court File No.

1. Carillion v RPL and MCW (Aug 30, 2017, Toronto) CV-17-581779

2. Region v RPL (July 16, 2018, Toronto) CV-18-00601638-0000

3. RPL v MCW CV-18-00601638-00A1

4. Carillion v Niagara (Dec 13 2018, Welland) CV-18-00012386-0000

5. Carillion v Niagara (May 3, 2019, Toronto) CV-19-00619305-0000

6. RPL v Niagara, MCW et al (Feb 20, 2020, Toronto) CV-20-006366666-0000

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Schedule “B” Consent Dismissals

Attached.

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Schedule “C”


This Agreement is made as of the ____ day of March, 2021.

Among:

CARILLION CANADA INC. and CARILLION CONSTRUCTION INC. (collectively, “Carillion”)

Of the First Part

- and -

THE REGIONAL MUNICIPALITY OF NIAGARA (the “Region”)

Of the Second Part

- and -

RPL ARCHITECTS INC., formerly known as Rebanks Pepper Littlewood Architects Inc.

(“RPL”)

Of the Third Part

- and -

MCW CONSULTANTS LTD. ( “MCW”)

Of the Fourth Part

(together, the “Parties”, and individually, the “Party”)

FULL AND FINAL MUTUAL RELEASE (the “Release”)

WHEREAS the Niagara Regional Police Headquarters Project (the “Project”) is an extensive project undertaken by the Region to enhance the delivery of law enforcement, emergency services and investigation services to the Region;

AND WHEREAS RPL is the Region’s Prime Consultant for the Project;

AND WHEREAS MCW is a sub-consultant of RPL for the Project;

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15942234.4

AND WHEREAS the Region is the owner of the land and premises at the site of the Project;

AND WHEREAS Carillion Canada Inc. was awarded the stipulated price contract 2013-T-14 for the supply of general contracting services to the Project (the “Contract”);

AND WHEREAS Carillion, either directly or through its subcontractors, performed work on the Project;

AND WHEREAS the legal proceedings in respect of the Project are listed in Schedule “A” to the Agreement (the “Actions”);

AND WHEREAS on January 25, 2018, Carillion Canada Inc., Carillion Construction Inc., et al. (collectively, the “Applicants”) commenced proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”) and where, among other things, Ernst & Young Inc. was appointed by the Court (defined below) as monitor of the Applicants (in such capacity, the “Monitor”);

AND WHEREAS on August 20, 2018, the Region filed a proof of claim in the CCAA Proceedings (the “Region Claim”) against Carillion arising out of, or relation to, the Contract and certain work performed in respect of the Project;

AND WHEREAS on June 4, 2019, pursuant to the claims process commenced under the Claims Procedure Order dated July 6, 2018 (as amended from time to time, the “Claims Procedure Order”), Carillion delivered a Notice of Revision or Disallowance in respect of the Region Claim that disallowed the Region Claim in its entirety.

AND WHEREAS the Region delivered a Dispute Notice in respect of the Notice of Revision or Disallowance.

AND WHEREAS in certain of the Actions, Carillion has asserted claims against the Region, RPL and MCW in respect of, among other things, amounts owing under the Contract related to holdback, additional costs incurred as a result of delay to the Project and contribution and indemnity in respect of same (the “Carillion Claim” and together with the Region Claim, the “Claims”);

AND WHEREAS pursuant to the order of Mr. Justice Hainey granted on October 18, 2019 (the “Enhanced Powers Order”) the Monitor was granted enhanced powers in respect of the Applicants, including the authorization to execute documents on behalf of, and in the name of, the Applicants;

AND WHEREAS the Parties have reached terms of settlement in respect of the Actions, which for greater certainty includes the Claims as reflected by the Agreement signed by the Parties (the “Settlement”);

AND WHEREAS pursuant to the Settlement, the Parties are to exchange a full and final mutual release in a form mutually acceptable to the Parties;

NOW THEREFORE the Parties to this Release hereby agree as follows:

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15942234.4

1. THE PARTIES, on behalf of their past and present respective officers, directors, elected officials, shareholders, agents, partners, subsidiaries, parent companies, associated companies, related companies, related business entities, successors, assigns, predecessors heirs, executors, administrators and insurers, subcontractors and subconsultants of any of the Parties upon the payment of the sum set out in the Agreement and in consideration of the settlement of the Actions do hereby irrevocably remise, release, acquit and forever discharge each other from any and all claims alleged or which could have been alleged, actions, causes of action, suits, debts, penalties, indemnities, proceedings, complaints, demands, damages, loss or injury, whether at law or in equity (collectively, “Claims”), of whatever nature or kind whatsoever that the Parties had, now have or hereafter may have against each other, whether known or unknown or unanticipated, and whether existing now or arising in the future, arising from or relating to the Project, including all claims, issues and matters, including claims for breach of trust, that were made or raised or properly could have been made or raised in the Actions (the “Released Claims”).

2. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT notwithstanding the foregoing, and subject to the limitations on recovery below, this Release shall not release any Claims the Region has or may have in respect of:

(a) any outstanding warranties, which warranties, to the extent they have been obtained from subcontractors to Carillion, shall be assigned, to the extent they have not already been assigned, to the Region;

(b) latent defects not known to the Region as of the date of this Release in respect of work performed under the Contract;

(c) the accepted Proof of Claim in the amount of $47,171, plus HST, as described more particularly in paragraph 3 of the Agreement;

(d) any errors and/or omissions in the professional services provided by RPL to the Project which become known or are discovered by the Region after the date of this Release; and

(e) any actions or claims that the Region may have against AIG Insurance Company of Canada in respect of the Project performance bond no. 935243 in respect of the amount of $47,171, plus HST.

3. THIS RELEASE shall be binding upon and enure to the benefit of the Parties and their respective officers, directors, elected officials, shareholders, agents, partners, subsidiaries, parent companies, associated companies, related companies, related business entities, successors, assigns, predecessors heirs, executors, administrators and insurers, subcontractors and subconsultants of any of the Parties.

4. THE PARTIES HEREBY REPRESENT AND WARRANT that they are not aware of any claims, actions, causes of action, suits, debts, penalties, indemnities, proceedings, complaints, demands, damages, loss or injury, whether at law or in equity, of whatever nature or kind, arising from or related to the Project that are not pleaded in the Actions listed in Schedule “A” of the Agreement save and except those listed in paragraph 2 of this

95

15942234.4

Release. In the event that there are any such claims, it is agreed that they are hereby released. Notwithstanding any other term of this Release, claims that the Parties may have against their own insurer(s) and those listed in paragraph 2 of this Release are expressly reserved.

5. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE that, save for the terms and conditions as set out herein, they have not been induced to execute this Release by reason of any representation or warranty of any nature or kind whatsoever and that there is no condition express or implied or collateral agreement affecting this Release except as contained herein.

6. THE PARTIES HEREBY DECLARE that they fully understand the terms of this settlement, have received independent legal advice prior to executing this document, and that they voluntarily accept the consideration offered for the purpose of making a full and final compromise and settlement of all the Released Claims.

7. AND FOR SUCH CONSIDERATION the Parties hereby irrevocably represent and warrant that they have not assigned to any person, firm, or corporation any of the Released Claims and that they have the full authority to release the matters released herein.

8. IT IS FURTHER AGREED that, save and except as permitted in paragraph 2 of this Release, the Parties will not make or continue any existing, further or other claim or demand or take or continue any existing, further or other proceedings against any other person, firm, partnership, business, corporation or other entity that might claim contribution or indemnity from the Parties, or any one of them, under the provisions of any statute or otherwise, for the matters released herein.

9. IN THE EVENT THAT any of the Parties have or should hereafter make or continue any existing, further or other claim or demand, or commence or threaten to commence any claim or proceeding, in respect of matters released herein, against the other Parties or against any person or entity who or which may claim contribution or indemnity against the other Parties, for or by reason of any cause, matter or thing included in this Release save and except as permitted in paragraph 2 of this Release, this document may be raised as and shall be agreed to be an estoppel and complete bar to any such claim, demand, action, chose in action, suit, proceeding or complaint.

10. THE PARTIES AGREE that this Release will be governed by the laws of the Province of Ontario and that any dispute arising from this Release will be adjudicated by the Ontario Superior Court of Justice (Commercial List), and the Parties hereby attorn to the exclusive jurisdiction of this Court for this purpose.

11. NONE OF THE PARTIES HERETO, by the execution of this Release, admits any liability with respect to any matter to which this Release relates, and in fact any liability is specifically and expressly denied.

12. THIS RELEASE may be signed in one or more counterparts, and such counterparts, taken together, shall constitute one and the same instrument.

96

15942234.4

13. THIS RELEASE may also be delivered by facsimile or PDF email transmission bearing the signature of a Party to this Release, in which case the facsimile or PDF email Release shall be deemed to be an original and of full force and effect.

14. THE PARTIES AGREE that the recitals set forth herein are accurate and are hereby incorporated into and deemed a part of this Release.

97

15942234.4

Per:

CARILLION CANADA INC.

Executed on behalf of Carillion Canada Inc., by Ernst & Young Inc. pursuant to the powers granted by the Court in the CCAA Proceedings, in its capacity as court-appointed monitor of the Applicants and not in its corporate or personal capacity Name: Murray McDonald Title: Chairman

Per:

CARILLION CONSTRUCTION INC.

Executed on behalf of Carillion Construction Inc., by Ernst & Young Inc. pursuant to the powers granted by the Court in the CCAA Proceedings, in its capacity as court-appointed monitor of the Applicants and not in its corporate or personal capacity Name: Murray McDonald Title: Chairman

Per:

THE REGIONAL MUNICIPALITY OF NIAGARA

Name: Ron Tripp Title: Acting Chief Administrative Officer

Per:

Name: Todd Harrison Title: Commissioner of Corporate Services (We have authority to bind the Region)

98

15942234.4

Per:

RPL ARCHITECTS INC.

Name: Title: (I have authority to bind RPL)

Per:


Name: Title: (I have authority to bind MCW)

99

15942234.4

Schedule “D” CCAA Order

Attached.

100

15942234.4


ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE MR.

JUSTICE HAINEY

)

)

)

[►], THE [►]

DAY OF [►], 2021


AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CARILLION CANADA HOLDINGS INC., CARILLION CANADA INC., CARILLION CANADA FINANCE CORP., CARILLION CONSTRUCTION INC., CARILLION PACIFIC CONSTRUCTION INC., CARILLION SERVICES INC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIRE INC., OUTLAND CAMPS INC., OUTLAND RESOURCES INC., ROKSTAD POWER GP INC., 0891115 B.C. LTD., GOLDEN EARS PAINTING & SANDBLASTING LTD., PLOWE POWER SYSTEMS LTD., AND CARILLION GENERAL PARTNER (B.C.) LIMITED

Applicants


Debtors

NIAGARA SETTLEMENT APPROVAL ORDER

THIS MOTION, made by the Monitor pursuant to the Companies’ Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for an order, among other

things, approving the minutes of settlement dated [►] (the “Minutes of Settlement”) among

101

15942234.4

Carillion Construction Inc. and Carillion Canada Inc. (together, “Carillion”), The Regional

Municipality of Niagara (the “Region”), RPL Architects Inc. (formerly known as Rebanks Pepper

Littlewood Architects Inc.) (“RPL”) and MCW Consultants Ltd. (“MCW”) was heard this day in

Toronto, Ontario via Zoom judicial video conference in light of the COVID-19 pandemic.

ON READING the [►] Report of Ernst & Young Inc., in its capacity as court-appointed

monitor of the Applicants (the “Monitor”) dated [►], and such further materials as counsel may

advise, and on hearing submissions from counsel to the Monitor, counsel to the Region, and

counsel to those parties listed on the counsel list for today’s hearing, and no one else appearing for

any other interested person, although duly served as evidenced by the Affidavit of Service of [►]

sworn [►].

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby validated so that this Motion is properly returnable today and hereby dispenses

with further service thereof.

2. THIS COURT ORDERS that unless otherwise indicated or defined herein, capitalized

terms used in this Order shall have the meaning ascribed to them in the Minutes of Settlement.

NIAGARA SETTLEMENT APPROVED

3. THIS COURT ORDERS that the Minutes of Settlement are hereby approved in their

entirety, including the Consent Dismissals and the Full and Final Mutual Release scheduled thereto

(collectively, the “Scheduled Documents”) and Carillion Construction Inc. and Carillion Canada

Inc. are hereby authorized and directed to enter into the Minutes of Settlement and the Scheduled

Documents to which they are a party.

4. THIS COURT ORDERS that Carillion and the Monitor are hereby authorized to take

such additional steps and execute such additional documents as may be necessary or desirable for

the implementation of the Minutes of Settlement and the Scheduled Documents.

5. THIS COURT ORDERS and directs the Monitor to accept the Proof of Claim of the

Region dated August 20, 2018, in the amount of $47,171, plus HST (being $53,303.23) against

102

15942234.4

Carillion Canada Inc. (the “Region Claim”) as a Proven Claim within the meaning of, and for the

purposes of, the Second Amended Claims Procedure Order dated May 23, 2019, provided that the

Region Claim shall not constitute any admission of any fact, thing, liability, or quantum or Status

of any Called Claim or Construction Project Dispute Claim by any Person, including without

limitation, with respect to any claim against an Affected Surety or the defence thereof and for

greater certainty, the acceptance of the Region Claim as a Proven Claim for the purpose of the

Second Amended Claims Procedure Order shall not preclude the Region, or a party acting on the

Region’s behalf, from making a claim against an Affected Surety or affect any defences of an

Affected Surety to any claim by, or on behalf of, the Region.

AUTHORIZATION OF PAYMENTS

6. THIS COURT ORDERS that the Region, shall, as soon as practicable, and by no later

than 30 calendar days from the date of this Order, make payment to the Monitor, on behalf of

Carillion, of the Region Payment. For greater certainty and pursuant to the Minutes of Settlement,

the Region shall not be entitled to exercise any right of set-off of the Region Claim in respect of

the Region Payment.

7. THIS COURT ORDERS that RPL, shall, as soon as practicable, and by no later than 30

calendar days from the date of this Order, make payment to the Monitor, on behalf of Carillion, of

the RPL Payment.

8. THIS COURT ORDERS that MCW, shall, as soon as practicable, and by no later than

30 calendar days from the date of this Order, make payment to the Monitor, on behalf of Carillion,

of the MCW Payment.

9. THIS COURT ORDERS that the Monitor shall hold the Settlement Amount in a

segregated account in respect of the Project in accordance with the Lien Regularization Order

dated March 14, 2018 (as amended).

10. THIS COURT ORDERS that the Settlement Amount is, within the meaning of the

Construction Act, an amount received by Carillion on account of the Contract price of an

improvement and constitute trust funds for the benefit of the subcontractors and other persons who

have supplied services or materials to the Project who are owed amounts by Carillion.

103

15942234.4

11. THIS COURT AUTHORIZES AND DIRECTS the Monitor to take into consideration

any information received with respect to the Minutes of Settlement for the purposes of carrying

out its responsibilities and obligations pursuant to the Second Amended Claims Procedure Order,

including without limitation, information that may relate to the resolution of Claims filed by

subcontractors that performed work related to the Project.

RELEASE OF FULL AND FINAL MUTUAL RELEASE FROM ESCROW

12. THIS COURT ORDERS that effective upon the payment of the Settlement Amount to

the Monitor, the terms and conditions of the Full and Final Mutual Release are hereby confirmed

and deemed to be binding and effective on the Parties.

13. THIS COURT ORDERS that the Region shall not incur any liability for entering into the

Minutes of Settlement or paying the Region Payment to the Monitor. The Region Payment is in

full and final satisfaction of all claims against the Region related to and arising from the Contract,

the Project and the Construction Act.

WORKPLACE SAFETY AND INSURANCE BOARD

14. THIS COURT ORDERS that in making the Region Payment and/or carrying out the

terms of this Order, the Region shall incur no liability or obligation to any person whatsoever

pursuant to the Workplace Safety and Insurance Act, 1997 (the “WSIA”) and the Region shall

have no further liability under the WSIA in connection with the Project or the Contract, arising

from the obligations of Carillion to the Workplace Safety and Insurance Board (the “WSIB”)

under the WSIA.

PRIORITY OF SETTLEMENT AMOUNT

15. THIS COURT ORDERS that the following distribution waterfall in respect of the

Settlement Amount is hereby approved:

(a) First, payment of any CCAA priority charges as granted by order of the CCAA

Court in the CCAA proceedings and attributable to the Actions, including for

greater certainty, the Intercompany Charge and the Intracompany Charge granted

pursuant to the Second Amended Project Charges Order dated October 18, 2019;

104

15942234.4

(b) Second, payment of all amounts owing in respect of claims or charges as against

Carillion that rank in priority to general unsecured creditors of Carillion, including

without limitation, any lien claims that may attach in priority to the Settlement

Amount pursuant to the Amended Lien Regularization Order dated May 23, 2019

and any beneficiaries of the trust created by the Construction Act; and

(c) Third, the remaining proceeds of the Settlement Amount, if any, shall be made

available to the general unsecured creditors of Carillion.

MONITOR

16. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights, duties,

responsibilities and obligations under the CCAA and any other Orders in these proceedings, is

hereby directed and empowered to take such other actions and fulfill such other roles as are

contemplated by the Minutes of Settlement, or this Order, and the Monitor may, at any time and

from time to time, seek further direction of the Court with respect to its duties or other matters in

respect thereof.

17. THIS COURT ORDERS that in carrying out the terms of the Minutes of Settlement

and/or this Order, the Monitor:

(a) shall have all the protections provided to it as an officer of the Court, including the

protections granted pursuant to the CCAA and other Orders granted in these CCAA

proceedings, including the stay of proceedings, in its favour; and

(b) shall incur no liability or obligation as a result of carrying out any duties or work

in connection with the Minutes of Settlement and/or this Order, save and except for

any gross negligence or wilful misconduct on its part.

MISCELLANEOUS

18. THIS COURT ORDERS that it is effective from the date that it is made, and is

enforceable without any need for entry and filing.

105

15942234.4

19. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of the CCAA proceedings or the termination of the CCAA

proceedings;

(b) any application for a bankruptcy order or bankruptcy order hereafter issued

pursuant to the Bankruptcy and Insolvency Act (Canada) (the “BIA”) in respect of

the Applicants; or

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

the obligations of the parties and the payments made or to be made pursuant to the terms of the

Minutes of Settlement or this Order are final and irreversible and shall be binding upon any trustee

in bankruptcy that may be appointed in respect of the Applicants and shall not be void or voidable

by creditors of the Applicants, nor shall any such obligations, payments or distributions constitute

or be deemed to be fraudulent preferences, assignments, fraudulent conveyances, transfers-at-

undervalue or other reviewable transactions under the BIA or any other applicable federal or

provincial law, nor shall they constitute conduct which is oppressive, unfairly prejudicial to or

which unfairly disregards the interests of any person.

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

regulatory or administrative body having jurisdiction in Canada, the United Kingdom or the United

States to give effect to this Order and to assist the Applicants and the Monitor and their respective

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

Applicants and the Monitor and their respective agents as may be necessary or desirable to give

effect to this Order or to assist the Applicants and the Monitor and their respective agents in

carrying out the terms of this Order.

___________________________________

106

15942234.4





ONTARIO SUPERIOR COURT OF JUSTICE Proceedings commenced at Toronto

NIAGARA SETTLEMENT APPROVAL

ORDER


Fax: (416) 304-1313

Robert I. Thornton (LSO # 24266B) Tel: (416) 304-0560 / Email: [email protected]



107

Confidential Appendix “D” Unredacted Minutes of Settlement

108

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDEDAND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CARILLION CANADA HOLDINGS INC., CARILLIONCANADA INC., CARILLION CANADA FINANCE CORP., CARILLION CONSTRUCTION INC., CARILLION PACIFIC CONSTRUCTIONINC., CARILLION SERVICES INC., CARILLION SERVICES (FSCC) INC., BEARHILLS FIRE INC., OUTLAND CAMPS INC., OUTLANDRESOURCES INC., ROKSTAD POWER GP INC., 0891115 BC LTD., GOLDEN EARS PAINTING & SANDBLASTING LTD., PLOWE POWERSYSTEMS LTD., AND CARILLION GENERAL PARTNER (B.C.) LIMITED

AND IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT AND THE RECEIVERSHIP OF 491313 B.C. LTD., CARILLIONINVESTMENTS (CANADA) INC., 2447586 ONTARIO INC., TWD ROADS MANAGEMENT INC., VANBOTS CAPITAL CORPORATION ANDCARILLION CANADA (WOHC) INC.


ONTARIOSUPERIOR COURT OF JUSTICEProceedings commenced at Toronto

THIRTY-FIRST REPORT OF THEMONITOR AND RECEIVER, ERNST &

YOUNG INC.

Thornton Grout Finnigan LLPBarristers and SolicitorsToronto-Dominion Centre100 Wellington Street WestSuite 3200, P.O. Box 329Toronto, ON M5K 1K7Fax: (416) 304-1313


Mitchell W. Grossell (LSO # 69993I)Tel: (416) 304-7978 / Email: [email protected]

Lawyers for the Monitor and Receiver, Ernst &Young Inc.

109

TAB 3

110


ONTARIO


COMMERCIAL LIST

THE HONOURABLE MR.

JUSTICE HAINEY

)

)

)

MONDAY, THE 29TH

DAY OF MARCH, 2021



Applicants


Debtors

ILM PROJECT SETTLEMENT APPROVAL ORDER

THIS MOTION, made by Ernst & Young Inc., in its capacity as Court-appointed Monitor

of the Applicants (in such capacity, the “Monitor”) pursuant to the Companies’ Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for an order, inter alia,

111

approving the Settlement Agreement dated February 22, 2021 (the “ILM Settlement

Agreement”) between Rokstad-Flatiron, a Joint Venture (“RFJV”) and Flatiron-Graham, a Joint

Venture (“FGJV”), was heard this day in Toronto, Ontario via Zoom video conference in light of

the COVID-19 pandemic.

ON READING the Thirty-First Report of the Monitor dated March 23, 2021, and such

further materials as counsel may advise, and on hearing submissions from counsel to the Monitor,

and counsel to those parties listed on the counsel list for today’s hearing, and no one else appearing

for any other interested person, although duly served as evidenced by the Affidavit of Service of

[►] sworn [►].

SERVICE


Record is hereby abridged and validated so that this Motion is properly returnable today and hereby

dispenses with further service thereof.


terms used in this Order shall have the meaning ascribed to them in the ILM Settlement Agreement.

ILM SETTLEMENT AGREEMENT APPROVED

3. THIS COURT ORDERS AND DECLARES that the ILM Settlement Agreement is

hereby approved in its entirety and the Monitor, on behalf of Rokstad Power GP Inc., in its capacity

as the general partner of RPC Limited Partnership, the managing party of RFJV, is authorized to

enter into the ILM Settlement Agreement on behalf of RFJV.

4. THIS COURT ORDERS that RFJV and the Monitor are hereby authorized and directed

to take such additional steps and execute such additional documents as may be necessary or

desirable for the implementation of the ILM Settlement Agreement.

112


5. THIS COURT ORDERS that FGJV, shall, as soon as practicable, and by no later than 30

calendar days from the date of this Order, make payment to the Monitor, in trust, the amount of

$2,172,172.53 (the “RPC LP Payment”).

MONITOR


responsibilities and obligations under the CCAA and the other Orders in these proceedings,

including the Approval, Vesting and Charge Priority Order dated June 20, 2018, is hereby directed

and empowered to take such other actions and fulfill such other roles as are contemplated by the

ILM Settlement Agreement, or this Order, and the Monitor may, at any time and from time to time,

seek further direction of the Court with respect to its duties or other matters in respect thereof.

7. THIS COURT ORDERS that the Monitor, shall not incur any liability in connection with

entering into the ILM Settlement Agreement, whether in its personal capacity or in its capacity as

the Monitor of the Applicants.

8. THIS COURT ORDERS that in carrying out the terms of the ILM Settlement Agreement

and/or this Order, the Monitor, whether in its personal capacity or in its capacity as the Monitor of

the Applicants:





in connection with the ILM Settlement Agreement and/or this Order, save and

except for any gross negligence or wilful misconduct on its part.

MISCELLANEOUS



113



proceedings;



the Applicants; or


the obligations of the Parties and the payments made or to be made pursuant to the terms of the

ILM Settlement Agreement or this Order are final and irreversible and shall be binding upon any

trustee in bankruptcy that may be appointed in respect of the Applicants and shall not be void or

voidable by creditors of the Applicants, nor shall any such obligations, payments or distributions

constitute or be deemed to be fraudulent preferences, assignments, fraudulent conveyances,

transfers-at-undervalue or other reviewable transactions under the BIA or any other applicable

federal or provincial law, nor shall they constitute conduct which is oppressive, unfairly prejudicial

to or which unfairly disregards the interests of any person.









___________________________________

114






ILM SETTLEMENT APPROVAL ORDER


Fax: (416) 304-1313




115

TAB 4

116


ONTARIO


COMMERCIAL LIST

THE HONOURABLE MR.

JUSTICE HAINEY

)

)

)

MONDAY, THE 29TH

DAY OF MARCH, 2021



Applicants


Debtors


THIS MOTION, made by Ernst & Young Inc., in its capacity as Court-appointed Monitor

of the Applicants (in such capacity, the “Monitor”) pursuant to the Companies’ Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for an order, inter alia,

117

approving the minutes of settlement dated March 23, 2021 (the “Minutes of Settlement”) among

Carillion Construction Inc. and Carillion Canada Inc. (together, “Carillion”), The Regional

Municipality of Niagara (the “Region”), RPL Architects Inc. (formerly known as Rebanks Pepper

Littlewood Architects Inc.) (“RPL”) and MCW Consultants Ltd. (“MCW”) was heard this day in

Toronto, Ontario via Zoom video conference in light of the COVID-19 pandemic.

ON READING the Thirty-First Report of the Monitor dated March 23, 2021 (the “Thirty-

First Report”), and such further materials as counsel may advise, and on hearing submissions

from counsel to the Monitor, counsel to the Region, and counsel to those parties listed on the

counsel list for today’s hearing, and no one else appearing for any other interested person, although

duly served as evidenced by the Affidavit of Service of [►] sworn [►].

SERVICE


Record is hereby abridged and validated so that this Motion is properly returnable today and hereby

dispenses with further service thereof.


terms used in this Order shall have the meaning ascribed to them in the Minutes of Settlement.

NIAGARA SETTLEMENT APPROVED

3. THIS COURT ORDERS that the Minutes of Settlement are hereby approved in their

entirety, including the Consent Dismissals and the Full and Final Mutual Release scheduled thereto

(collectively, the “Scheduled Documents”) and Carillion Construction Inc. and Carillion Canada

Inc. are hereby authorized and directed to enter into the Minutes of Settlement and the Scheduled

Documents to which they are a party.

4. THIS COURT ORDERS that Carillion and the Monitor are hereby authorized to take

such additional steps and execute such additional documents as may be necessary or desirable for

the implementation of the Minutes of Settlement and the Scheduled Documents.

5. THIS COURT ORDERS and directs the Monitor to accept the Proof of Claim of the

Region dated August 20, 2018, in the amount of $47,171, plus HST (being $53,303.23) against

118

Carillion Canada Inc. (the “Region Claim”) as a Proven Claim within the meaning of, and for the

purposes of, the Second Amended Claims Procedure Order dated May 23, 2019, provided that the

Region Claim shall not constitute any admission of any fact, thing, liability, or quantum or Status

of any Called Claim or Construction Project Dispute Claim by any Person, including without

limitation, with respect to any claim against an Affected Surety or the defence thereof and for

greater certainty, the acceptance of the Region Claim as a Proven Claim for the purpose of the

Second Amended Claims Procedure Order shall not preclude the Region, or a party acting on the

Region’s behalf, from making a claim against an Affected Surety or affect any defences of an

Affected Surety to any claim by, or on behalf of, the Region.


6. THIS COURT ORDERS that the Region, shall, as soon as practicable, and by no later

than 30 calendar days from the date of this Order, make payment to the Monitor, on behalf of

Carillion, of the Region Payment. For greater certainty and pursuant to the Minutes of Settlement,

the Region shall not be entitled to exercise any right of set-off of the Region Claim in respect of

the Region Payment.

7. THIS COURT ORDERS that RPL, shall, as soon as practicable, and by no later than 30

calendar days from the date of this Order, make payment to the Monitor, on behalf of Carillion, of

the RPL Payment.

8. THIS COURT ORDERS that MCW, shall, as soon as practicable, and by no later than

30 calendar days from the date of this Order, make payment to the Monitor, on behalf of Carillion,

of the MCW Payment.

9. THIS COURT ORDERS that the Monitor shall hold the Settlement Amount in a

segregated account in respect of the Project in accordance with the Lien Regularization Order

dated March 14, 2018 (as amended).

10. THIS COURT ORDERS that the Settlement Amount is, within the meaning of the

Construction Act, an amount received by Carillion on account of the Contract price of an

improvement and constitute trust funds for the benefit of the subcontractors and other persons who

have supplied services or materials to the Project who are owed amounts by Carillion.

119

11. THIS COURT AUTHORIZES AND DIRECTS the Monitor to take into consideration

any information received with respect to the Minutes of Settlement for the purposes of carrying

out its responsibilities and obligations pursuant to the Second Amended Claims Procedure Order,

including without limitation, information that may relate to the resolution of Claims filed by

subcontractors that performed work related to the Project.

RELEASE OF FULL AND FINAL MUTUAL RELEASE FROM ESCROW

12. THIS COURT ORDERS that effective upon the payment of the Settlement Amount to

the Monitor, the terms and conditions of the Full and Final Mutual Release are hereby confirmed

and deemed to be binding and effective on the Parties.

13. THIS COURT ORDERS that the Region shall not incur any liability for entering into the

Minutes of Settlement or paying the Region Payment to the Monitor. The Region Payment is in

full and final satisfaction of all claims against the Region related to and arising from the Contract,

the Project and the Construction Act.

WORKPLACE SAFETY AND INSURANCE BOARD

14. THIS COURT ORDERS that in making the Region Payment and/or carrying out the

terms of this Order, the Region shall incur no liability or obligation to any person whatsoever

pursuant to the Workplace Safety and Insurance Act, 1997 (the “WSIA”) and the Region shall

have no further liability under the WSIA in connection with the Project or the Contract, arising

from the obligations of Carillion to the Workplace Safety and Insurance Board (the “WSIB”)

under the WSIA.

PRIORITY OF SETTLEMENT AMOUNT

15. THIS COURT ORDERS that the following distribution waterfall in respect of the

Settlement Amount is hereby approved:

(a) First, payment of any CCAA priority charges as granted by order of the CCAA

Court in the CCAA proceedings and attributable to the Actions, including for

greater certainty, the Intercompany Charge and the Intracompany Charge granted

pursuant to the Second Amended Project Charges Order dated October 18, 2019;

120

(b) Second, payment of all amounts owing in respect of claims or charges as against

Carillion that rank in priority to general unsecured creditors of Carillion, including

without limitation, any lien claims that may attach in priority to the Settlement

Amount pursuant to the Amended Lien Regularization Order dated May 23, 2019

and any beneficiaries of the trust created by the Construction Act; and

(c) Third, the remaining proceeds of the Settlement Amount, if any, shall be made

available to the general unsecured creditors of Carillion.

MONITOR


responsibilities and obligations under the CCAA and any other Orders in these proceedings, is

hereby directed and empowered to take such other actions and fulfill such other roles as are

contemplated by the Minutes of Settlement, or this Order, and the Monitor may, at any time and

from time to time, seek further direction of the Court with respect to its duties or other matters in

respect thereof.

17. THIS COURT ORDERS that in carrying out the terms of the Minutes of Settlement

and/or this Order, the Monitor:





in connection with the Minutes of Settlement and/or this Order, save and except for

any gross negligence or wilful misconduct on its part.

SEALING PROVISION

18. THIS COURT ORDERS that Confidential Appendix “D” to the Thirty-First Report is

hereby sealed pending further order of the Court and shall not form part of the public record.

121

MISCELLANEOUS





proceedings;



the Applicants; or


the obligations of the parties and the payments made or to be made pursuant to the terms of the

Minutes of Settlement or this Order are final and irreversible and shall be binding upon any trustee

in bankruptcy that may be appointed in respect of the Applicants and shall not be void or voidable

by creditors of the Applicants, nor shall any such obligations, payments or distributions constitute

or be deemed to be fraudulent preferences, assignments, fraudulent conveyances, transfers-at-

undervalue or other reviewable transactions under the BIA or any other applicable federal or

provincial law, nor shall they constitute conduct which is oppressive, unfairly prejudicial to or

which unfairly disregards the interests of any person.

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Fax: (416) 304-1313




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MOTION RECORD (Returnable March 29, 2021)


Fax: (416) 304-1313




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