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L. The Corporate Governance and Nominating Committee of the Board (the “
Nominating
Committee
”) has recommended that Scott Terrell be appointed as the permanent Chief Executive
Officer of the Company.
RESOLVED THAT:
1. The Company is authorized and directed to enter into the Restructuring Agreement in substantially
the same form as the Draft Restructuring Agreement, with such amendments, additions or deletions
as may be approved by any one officer or director of the Company, with such approval to be
evidenced by the execution of the Restructuring Agreement.
2. The Company is authorized and directed to enter into, and to cause the applicable Subsidiaries to
enter into the Ancillary Restructuring Documents, as may be approved by any officer or director of
the Company, with the execution thereof to be the evidence of such approval.
3. The Company and the Subsidiaries are authorized to file an application with the Supreme Court of
British Columbia for protection pursuant to the CCAA (the “
Application”).
4. The Company and the Subsidiaries are authorized to seek recognition of applicable orders in the
CCAA proceedings in ancillary insolvency proceedings under Chapter 15 of Title 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.
5. The Company is authorized to engage FTI Consulting Canada Inc. to assist in the Application and
to act as Monitor in such Proceedings.
6. The Company is authorized, empowered and directed to act as foreign representative in connection
with the insolvency proceedings commenced under Chapter 15 of Title 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware.
7. The Company is authorized and directed to engage and employ the law firm of DLA Piper (Canada)
LLP and DLA Piper LLP (US) as restructuring counsel to represent and assist the Company in
carrying out its duties under the Restructuring Agreement, the Ancillary Restructuring Documents,
and the applicable insolvency laws of Canada and the United States of America, and to take any
and all actions to advance the Company’s rights and obligations under the Restructuring
Agreement and the applicable insolvency laws.
8. The Company is authorized and directed to engage and employ the firm of Province, LLC to
represent and assist Peter Kravitz as Chief Restructuring Officer and the Company in carrying out
its duties under the Restructuring Agreement, the Ancillary Restructuring Documents, and the
applicable insolvency laws of Canada and the United States of America, and to take any and all
actions to advance the Company’s rights and obligations under the Restructuring Agreement and
the applicable insolvency laws.
9. The Company is authorized and directed to engage and employ the firm of Stretto, Inc. as noticing,
claims and balloting agent and administrative advisor to represent and assist the Company in
carrying out its duties under the Restructuring Agreement, the Ancillary Restructuring Documents,
and the applicable insolvency laws of Canada and the United States of America, and to take any
and all actions to advance the Company’s rights and obligations under the Restructuring
Agreement and the applicable insolvency laws.
10. The Company is authorized and directed to engage and employ the firm of Kekst CNC, Inc. as
strategic communications consultant to represent and assist the Company in carrying out its duties
under the Restructuring Agreement, the Ancillary Restructuring Documents, and the applicable
insolvency laws of Canada and the United States of America, and to take any and all actions to