Court File No. CV-09-7966-000L ONTARIO IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" MOTION RECORD (Returnable February 10, 2010) VOLUME I Applicants February 8, 2010 STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9 Sean F. Dunphy LSUC#: 24941J Tel: (416) 869-5662 Alexander Rose LSUC#: 49415P Tel: (416) 869-5261 Fax: (416) 861-0445 Lawyers for the Applicants 5644669 vi
2 TO: THE ATTACHED SERVICE LIST
Court File No. CV-09-7966-000L ONTARIO IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" MOTION RECORD (Returnable February 10, 2010) VOLUME II Applicants February 8, 2010 STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9 Sean F. Dunphy LSUC#: 24941J Tel: (416) 869-5662 Alexander Rose LSUC#: 49415P Tel: (416) 869-5261 Fax: (416) 861-0445 Lawyers for the Applicants 5644669 v I
2 TO: THE ATTACHED SERVICE LIST 5644669 vl
ONTARIO Court File No. CV-09-7966-000L IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" MOTION RECORD (Returnable February 10, 2010) VOLUME III Applicants February 8, 2010 STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9 Sean F. Dunphy LSUC#: 24941J Tel: (416) 869-5662 Alexander Rose LSUC#: 49415P Tel: (416) 869-5261 Fax: (416) 861-0445 Lawyers for the Applicants 5644669 v I
2 TO: THE ATTACHED SERVICE LIST 5644669 vi
ONTARIO Court File No. CV-09-7966-000L IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" MOTION RECORD (Returnable February 10, 2010) VOLUME IV Applicants February 8, 2010 STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9 Sean F. Dunphy LSUC#: 24941J Tel: (416) 869-5662 Alexander Rose LSUC#: 49415P Tel: (416) 869-5261 Fax: (416) 861-0445 Lawyers for the Applicants 5644669 vl
2 TO: THE ATTACHED SERVICE LIST 5644669 vl
ONTARIO Court File No. CV-09-7966-000L IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" INDEX Applicants TAB DESCRIPTION PAGE 1. Notice of Motion 1-7 2. Affidavit of Dean Jones, sworn February 5, 2010 8-21 A. Joint Plan of Reorganization for Smurfit-Stone Container 22-362 Corporation and its Debtor Subsidiaries and Plan of Compromise and Arrangement for Smurfit-Stone Container Canada Inc. and Affiliated Canadian Debtors B. Motion brought by the Debtors in the U.S. Bankruptcy 363-394 Proceedings for an Order, inter alia (i) approving the Disclosure Statement and (ii) establishing procedures for the solicitation and tabulation of votes to accept or reject the Debtors' Joint Plan of Reorganization C. Disclosure Statement 395-1102 D. Order granted by the United States Bankruptcy Court for 1103-1127 the District of Delaware 5644669 vl
2 3. Draft Plan Filing and Meeting Order 1128-1156 A. Joint Plan of Reorganization for Smurfit-Stone Container 1157-1158 Corporation and its Debtor Subsidiaries and Plan of Compromise and Arrangement for Smurfit-Stone Container Canada Inc. and Affiliated Canadian Debtors [omitted from the motion record as duplicative of Tab 2A] B. Form of notice of the CCAA Creditors' Meeting and 1159-1162 Sanction Hearing C. Form of joint Proxy/Ballot 1163-1172 D. Form of Beneficial Proxy/Ballot 1173-1183 E. Form of Master Proxy/Ballot 1184-1196 5644669 v1
IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36 AS AMENDED AND IN THE MATTER OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF SMURFIT-STONE CONTAINER CANADA INC. AND THE OTHER APPLICANTS LISTED ON SCHEDULE "A" Court File No: CV-09-7966-000L ONTARIO Proceeding commenced at Toronto MOTION RECORD (RETURNABLE FEBRUARY 10, 2009) STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9 Sean F. Dunphy LSUC#24941J Tel: (416) 869-5662 Alexander D. Rose LSUC#49415P Tel: (416) 869-5261 Fax: (416) 947-0866 Lawyers for the Applicants 5644669 vi