Resolution No. 2012-125RESOLUTION NO. 2012-125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CONSENT TO THE ASSIGNMENT REGARDING PROPERTY
LOCATED AT 2970 E. 50T" STREET
WHEREAS, the City of Vernon owns property located at 2970 E.
50th Street in the City of Vernon; and
WHEREAS, on January 5, 2005, the City Council of the City of
Vernon adopted Resolution No. 8632 approving a Ground Lease (the
"Lease") with Union Ice -Pacific, L.P., through its.General Partner,
Union Ice GP Inc. ("Union Ice") for property located at 2970 E. 50th
Street (the "Property"); and
WHEREAS, on October 12, 2005, the City Council of the City of
Vernon adopted Resolution No. 8866 approving an Amendment to the Lease
with Union Ice; and
WHEREAS, on February 20, 2007, the City Council of the City
of Vernon adopted Resolution No. 9251 approving the execution of a
Landlord's Estoppel Certificate, Agreement and Consent regarding the
Property as a condition to Union .Ice entering into a transaction with
Arctic Glacier Inc. or an affiliate thereof ("Arctic") and selling
substantially all of its business assets to Arctic ("Asset Sale") and
Arctic would continue the business operations at the Property; and
WHEREAS, in a letter dated June 12, 2012,.Union Ice, a
subsidiary of Arctic Glacier, has notified the City that the company
has commenced Court -supervised restructuring proceedings in Canada and
sold their business and assets to H.I.G. Zamboni ("HIG"); and
WHEREAS, HIG intends to continue to perform the obligations
under the Lease; and
WHEREAS, to continue performing the obligations under the
current lease, HIG is requesting the City agree to assign its lease
agreement to HIG; and
WHEREAS, by memo dated July 11, 2012, the City Administrator
has recommended the City execute the consent to assigning the lease
agreement to HIG.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE:
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Consent to the Assignment, in substantially the same form
as the copy which is attached hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4:. The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to H.I.G. Zamboni.
- 2 -
SECTION 6: The City Clerk,of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 17th day of July, 2012.
a
Name: Wi liam J. Davis
Title: /.Ma or Pro-Tem
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES. )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-125, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, July 17, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this � day of July, 2012, at Vernon, California
(SEAL)
k
- 4 -
EXHIBIT A
Ai CTM7, ni-NCH`.)( INC,
6161101"yAueiNgW1011jp4R-; Modbim RM Wi
Plwne; 204.1y2.14M -Pw: N4.745.6e57
June 12 2012
City of Vernon
4305 Santa Fe Avenue
Vernon, California
Dear Sir or Madam:
Re: Arctic Ice Properties, LLC Lease (the "Lease") by and between Arctic Ice
Properties, LLC ("Landlord") and South $ay Ice LLC and Arctic Glacier
California Inc. (collectively, the "Tenant") for the property located at 2970 East
50th Street, Vernon, California 90058 (the "Premises")
As you may know, Arctic Glacier Income Fund and its subsidiaries (collectively, "Arctic")
received protection pursuant to an initial order (the "Initial Order") made by the Manitoba Court
of Queen's Bench pursuant to the Companies Creditors Arrangement Act (Canada) (the
"CCAA") on February 22, 2012, and the U.S. Bankruptcy Court for the District of Columbia
granted an order on March 16, 2012 recognizing the CCAA proceedings as a foreign main
proceeding and enforcing the Initial Order in the United States on a final basis. In connection
with the CCAA proceedings, Arctic has conducted an extensive sale process to agree to terms
with a buyer for the business and entered into that certain Asset Purchase Agreement with
H.I.G. Zemboni, LLC ("Buyer") dated as of June 7, 2012,.whereby Buyer will acquire the assets
of the Arctic business (the "Transaction").
In connection with the closing of the Transaction, the Lease will be assigned to Buyer or an
affiliate thereof (the "Assignment"), As noted above, Buyer is purchasing all of the Arctic
business and will be hiring all of the Arctic employees, Buyer plans to continue the operation.of
the business uninterrupted following closing of the Transaction, including at the Premises.
Buyer or an affiliate thereof will assume all obligations of Tenant under the Lease, which shall
remain in full force and effect other than the change of tenant party.
The purpose of this letter is to obtain your consent to the Assignment and your agreement to
waive any rights, Including any right of termination, you may have under the Lease resulting
from the Transaction, the Insolvency of Tenant, any non -monetary defaults by Arctic or any
filings or other actions taken in connection with the Initial Order or the U.S. Order (the "Waiver").
DOCS 11847910
ARCTIC GLACIER INC.
620 HVITY AWnnU. Wlnnlpap., WMIlabb 07A 0Y1
Mom: 204.772.247d- rw: 204.700.0007
page 2
Please indicate your consent to the Assignment by executing the enclosed copy of this letter as
set forth below and returning the copy signed by you via Federal Express to our counsel at
Attention Andrew Bengtson, Jones Day, 2727 North Harwood Street, Dallas, Texas 75201,
Should you.have any questions, feel free to contact him at 214-969-4572. Thank you for your
assistance with this matter.
Very truly yours,
South Bay Ice LLC and Arctic Glacier California Inc.
Per:
Keith McMahon
Encl
The undersigned.executes below
to evidence its consent to the Assignment
and Agreement to the Waiver as indicated above
Arctic Ice Properties, LLC
CITY OF VERNON
By:
Name: William Davis
Title: Mayor Pro-Tem
ATTEST:
Willard G. Yamaguchi, City Clerk
DOCS 11647910
APPROVED AS TO FORM:
Willard G. Yamaguchi,
Chief Deputy City Attorney
June 12 2012
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323)583-8811
July 18, 2012
Andrew Bengtson, Esq.
Jones Day
2727 North Harwood Street
Dallas, TX 75201
Re: South Bay Ice LLC and Artic Glacier California, Inc. -
Consent to the Assignment Regarding Property Located at
2970 East 50th Street, Vernon, CA 90058
Dear Mr. Bengston:
Transmitted herewith are two partially executed original letters
consenting to the Assignment as referenced above, approved by
City Council on July 17, 2012, through Resolution No. 2012-125.
Please return one fully executed letter consenting to the
Assignment to the attention of the undersigned.
If you have any questions regarding this matter, please call
Alex Kung at (323) 583-8811 ext. 355.
truly yours
WII/LARD G. YAMAP,UCyfI
City Clerk
WGY:dj
c: Alex Kung
Mark Whitworth
Resolution No. 2012-125
.Agreement File No. 12-073
Ex-clusivefy Industfial
,gar,"T1c CiL1C.1J31t YNc.
a151atnry Aritimo:Wl�lnitiaR:M6HpEUn fl9i1'aVl
Phne:204,77,24•C9x:204.?TM6957
June 12 2012
City of Vernon
4305 Santa Fe Avenue
Vernon, California
Dear Sir or Madam:
Re: Arctic Ice Properties, LLC Lease (the "Lease") by and between Arctic Ice
Properties, LLC ("Landlord") and South Bay Ice LLC and Arctic Glacier
California Inc. (collectively, the "Tenant") for the property located at 2970 East
50th Street, Vernon, California 90058 (the "Premises")
As you may know, Arctic Glacier Income Fund and its subsidiaries (collectively, "Arctic")
received protection pursuant to an initial order (the "Initial Order") made by the Manitoba Court
of Queen's Bench pursuant to the Companies Creditors Arrangement Act (Canada) (the
"CCAA") on February 22, 2012, and the U,S. Bankruptcy Court for the District of Columbia
granted an order on March 16, 2012 recognizing the CCAA proceedings as a foreign main
proceeding end enforcing the Initial Order in the United States on a final basis. In connection
with the CCAA proceedings, Arctic has conducted an extensive sale process to agree to terms
with a buyer for the business and entered into that certain Asset Purchase Agreement with
H.I.G. Zamboni, LLC ("Buyer") dated as of June 7, 2012, whereby Buyer will acquire the assets
of the Arctic business (the "Transaction").
In connection with the closing of the Transaction, the Lease will be assigned to Buyer or an
affiliate thereof (the "Assignment"). As noted above. Buyer is purchasing all of the Arctic
business and will be hiring all of the Arctic employees. Buyer plans to continue the operation of
the business uninterrupted following closing of the Transaction, including at the Premises.
Buyer or an affiliate thereof will assume all obligations of Tenant under the Lease, which shall
remain in full force and effect other than the change of tenant party.
The purpose of this letter is to obtain your consent to the Assignment and your agreement to
waive any rights, including any right of termination, you may have under the Lease resulting
from the Transaction, the insolvency of Tenant, any non -monetary defaults by Arctic or any
filings or other actions taken in connection with the Initial Order or the U.S. Order (the "Waiver").
DOCS 11647910
ARCTIC GLACIENt INC.
02511011yHwuep, Wlnnlpag. MnlUtabn 53A 5VI
Pbmie:204.772.24.73 W 204.7e3.5057
page 2
Please indicate your consent to the Assignment by executing the enclosed copy of this letter as
set forth below and returning the copy signed by you via Federal Express to our counsel at
Attention: Andrew Bengtson, Jones Day, 2727 North Harwood Street, Dallas, Texas 75201.
Should you.have any questions, feel free to contact him at 214-969-4572. Thank you for your
assistance with this matter.
Very truly yours,
South Bay Ice LLC and Arctic Glacier California Inc.
Per:
Keith McMahon
End
The undersigned executes below
to evidence its consent to the Assignment
and Agreement to the Waiver as indicated above
Arctic Ice Properties, LLC
CITY OF VERNON
By:����®
Name: William Davis
Title: Mayor Pro—Tem
DOCS 11547910
- June 12 2012
DATE: July 11, 2012
TO: Honorable City Council
FROM: Mark. C. Whitworth, City Administrato �t9
RE: Assignment of 2970 E. 50`hStreet lease
Background
The City of Vernon (City) owns the property located at 2970 East 50`h Street and is currently
leasing approximately 2.5 acres of land and building to Union Ice. Ltd. (Union Ice), a subsidiary of
Arctic Glacier, under an amended lease agreement adopted by Resolution No. 8866 on August 24, 2005.
Union Ice currently pays $10,359.62 a month and is current on their lease.
On June 12, 2012 the City received a correspondence from Arctic Glacier, stating the company
had commenced Court -supervised restructuring proceedings in Canada and sold their business and assets
to H.I.G. Zamboni. The letter further states that H.I.G. Zamboni intends to continue operating the
business at 2970. E. 50th Street and would continue to perform the obligations under the current lease
agreement. (See Exhibit A)
To continue performing the obligations under the current lease, H.I.G Zamboni is requesting the City
agree to assign the lease agreement to H.I.G. Zamboni. (See Exhibit B)
Recommendation
It is recommended that the City Council consent to assigning the lease agreement to H.I.G.
Zamboni.
EXHIBIT A
ARCTfC GLACIER iNC.
625limyAvenm, WkWpet, Meuig6h 83A'OVI
Ron: 204,783.9857
June 12, 2012
Via Courier
City of Vernon
4305 Santa Fe Avenue
Vernon California 90058
Dear Sir or Madam:
Re: 2970 E. 50th Street
A few months ago, Arctic Glacier commenced Court -supervised restructuring proceedings in
Canada, which have been recognized and enforced in the United States. As part of that
process, Arctic conducted an extensive sale and investor solicitation process to find a buyer or
investor for the business. We have just completed that process and we are writing to announce
our selection of H.I.G. Zamboni (which is related to H.I.G. Capital) from amongst the bidders
who participated in the process to acquire or invest in the Arctic Glacier business. H.I.G. Capital
is a prominent private equity investment fund based in Miami, Florida.
We are extremely pleased with this transaction, which we think will be welcomed by all of Arctic
Glacier's stakeholder groups. It is important for you to know that H.I.G. Zamboni is purchasing
all of Arctic's business and hiring all of Arctic's employees and its management group. The
business will continue uninterrupted following the closing which is presently scheduled to
happen before July 313` and you will continue to deal with the same regional manager as you
are currently.
To be very clear, H.I.G. Zamboni intends to continue operating the business from the premises
referenced above and to perform the obligations under the existing lease.
Since the business and assets will be owned by H.I.G. Zamboni following the close of the
transaction rather than by Arctic Glacier, we are requesting your consent to the assignment of
your lease from Arctic to H.I.G. Zamboni or one of its affiliates. The terms of the consent are
straightforward and are set out in the consent attached. Should you or your lawyer have any
questions or comments about the consent, please contact Andrew W. Bengtson of Jones Day
as soon as possible. He can be contacted by phone: (214) 969-4572, fax: (214) 969-5100 or e-
mail: awbengtson@jonesday.com.
If you are willing to consent to this assignment, you simply need to sign and deliver to us the
form attached. That is the easiest way to effect the change. If we do not receive your timely
DOCS 11543323
ARCTIC GLACIER INC,
e25flgrtyMenee;RGnlpet.MalilWbb KA'JVt
Phone! 204,772:2473 1* Z04'83.0857
page 2
consent, however, we can achieve an effective assignment of the lease by order of the
Canadian Court supervising the sale process, and a related enforcement order by the US
Bankruptcy Court.
At this stage, since the timing is quite short, we have prepared Court material in which we have
requested a Canadian Court order to approve the transaction and to assign this lease and all of
the Arctic Glacier leases, as well as a US Bankruptcy Court order recognizing and enforcing the
same. We will be serving you and many other stakeholders with that Court material, which may
be quite voluminous.
As noted above, if we have your consent, the assignment will be made by way of the written
consent rather than Court Order. The requested Court order is simply a back-up plan, which is
especially important given the short time -frame to complete the transaction.
We look forward to continuing our current relationship with you.
Yours truly,
Arctic Glacier Inc.
Per:
Keith McMahon
Chief Executive Officer
Encl.
DOCS 11543323
EXHIBIT B
ARCTIC GLACIER INC,.
61511pky Awnnn, Wlnnip69, Mnnit6bu 113A 0Vl
Phone; 204.772.2473 Fnv'204.703.6857'
June 12 2012
City of Vernon
4305 Santa Fe Avenue
Vernon, California
Dear Sir or Madam:
Re: Arctic Ice Properties, LLC Lease (the "Lease") by and between Arctic Ice
Properties, LLC ("Landlord") and South Bay Ice LLC and Arctic Glacier
California Inc. (collectively, the "Tenant") for the property located at 2970 East
50th Street, Vernon, California 90058 (the "Premises")
As you may know, Arctic Glacier Income Fund and its subsidiaries (collectively, "Arctic")
received protection pursuant to an initial order (the "Initial Order") made by the Manitoba Court
of Queen's Bench pursuant to the Companies Creditors Arrangement Act (Canada) (the
"CCAA") on February 22, 2012, and the U.S. Bankruptcy Court for the District of Columbia
granted an order on March 16, 2012 recognizing the CCAA proceedings as a foreign main
proceeding and enforcing the Initial Order in the United States on a final basis. In connection
with the CCAA proceedings, Arctic has conducted an extensive sale process to agree to terms
with a buyer for the business and entered into that certain Asset Purchase Agreement with
H.I.G. Zamboni, LLC ("Buyer") dated as of June 7, 2012, whereby Buyer will acquire the assets
of the Arctic business (the "Transaction").
In connection with the closing of the Transaction, the Lease will be assigned to Buyer or an
affiliate thereof (the "Assignment"). As noted above, Buyer is purchasing all of the Arctic
business and will be hiring all of the Arctic employees. Buyer plans to continue the operation of
the business uninterrupted following closing of the Transaction, including at the Premises.
Buyer or an affiliate thereof will assume all obligations of Tenant under the Lease, which shall
remain in full force and effect other than the change of tenant party.
The purpose of this letter is to obtain your consent to the Assignment and your agreement to
waive any rights, including any right of termination, you may have under the Lease resulting
from the Transaction, the insolvency of Tenant, any non -monetary defaults by Arctic or any
filings or other actions taken in connection with the Initial Order or the U.S. Order (the "Waiver").
DOGS 11547910
ARCTIC GLACIER INC,
6.511enryAenno, Winnipeg; Manitoba R3A091
Pbono:.2A9.7722473 rar;,204.703.9857.
page 2
Please indicate your consent to the Assignment by executing the enclosed copy of this letter as
set forth below and returning the copy signed by you via Federal Express to our counsel at
Attention: Andrew Bengtson, Jones Day, 2727 North Harwood Street, Dallas, Texas 75201.
Should you have any questions, feel free to contact him at 214-969-4572, Thank you for your
assistance with this matter.
Very truly yours,
South Bay Ice LLC and Arctic Glacier California Inc.
Per:
e
Keith McMahon
End
The undersigned executes below
to evidence its consent to the Assignment
and Agreement to the Waiver as indicated above
Arctic Ice Properties, LLC
DOCS 11547910
June 12 2012
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July 27, 2012
Vernon, City of - Health Dept
4305 S Santa Fe Avenue
Vernon, CA
90058
RECEIVED
AUG 0 7 2012
DEP RTMENT
REco=O ED
AUG 0 g 2012
Re: Sale of Arctic Glacier CITY CLERK';; OFFICE
Dear Sir/Madam:
I am pleased to advise you that earlier today, Arctic Glacier Income Fund completed the sale
of its business assets to affiliates of H.I.G. Capital, a prominent private equity investment
fund headquartered in Miami, Florida. The sale was completed pursuant to the Companies'
Creditors Arrangement Act (Canada) and the U.S. Bankruptcy Code.
Our business will be carried on in the United States by Arctic Glacier U.S.A., Inc. and in
Canada by Arctic Glacier Canada Inc. Substantially all of Arctic Glacier's former
employees, including senior management, have accepted new employment with Arctic
Glacier U.S.A., Inc. and Arctic Glacier Canada Inc. Our new owners have assumed all of
Arctic Glacier's current trade payables, leases and certain contractual obligations.
As a result of this transaction, Arctic Glacier is a financially stronger company which we ---- --
believe is well positioned for growth as an industry leader in the packaged ice business.
Please find attached a credit information sheet for your records. Should you have any
questions regarding any of these matters, please feel free to call your usual Arctic Glacier
contact person.
We wish to thank you for your continued support of Arctic Glacier throughout this process
and look forward to carrying on our proud tradition of superior product quality and industry
leading customer service.
Sincerely,
Keith W. McMahon
President & Chief Executive Officer
Arctic Glacier U.S.A., Inc.
www.arcticglacier.com
Arctic Glacier U.S.A., Inc.
Company: Arctic Glacier U.S.A., Inc.
Address: 625 Henry Avenue
City & Province: Winnipeg, Manitoba
Postal Code: R3A OV 1
Principals: Keith McMahon
Doug Bailey
A/P Manager: Robert MacLean
Phone Number: 204-786-0273
Fax Number: 204-779-5809
Phone Number: 204-772-2473
Fax Number: 204-783-9857
President and Chief Executive Officer
Chief Financial Officer
Bank Reference:
Bank: Wells Fargo Bank Account #: 4946304086
Address: 1 Montgomery St Bank ID (ABA): 121000248
City& State: San Francisco, CA 94104 FEIN: 46-0527958
Number of Years with above Bank: 8
Trade References:
Company Name:
Address:
City & Province:
Contact:
Company Name:
Address:
City & State:
Contact:
Norcan Flexible Packaging
7280 West Credit Ave
Mississauga, Ontario
Leo Mayette
Modern Ice
109 May Drive
Harrison, Ohio
Kathy Wileman
Phone Number: 800-406-0039
Fax Number: 905-813-9407
Phone Number: 800-543-1581
Fax Number: 513-367-5762
Arctic Glacier International Inc., et al.
do KCC
2335 Alaska Ave
El Segundo, CA 90245
000822
PRF 51014 10501576
City of Vernon, Unified Program Agency
4305 S Santa Fe Ave
Vernon CA 90058
RECEIVED
AUG 0 7 2012
HEALTH
DEPARTMENT
001 K0000151014 DOM STIC 26OW000822/004106
I ��-i'
);.
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 15
ARCTIC GLACIER INTERNATIONAL INC., : Case No. 12-10605 (KG)
et al.,1
(Jointly Administered)
Debtors in a Foreign Proceeding.
NOTICE OF FILING OF MONITOR'S CERTIFICATE
PLEASE TAKE NOTICE that Alvarez & Marsal Canada Inc., in its capacity as
the court -appointed monitor and authorized foreign represcntative (the "Monitor") for the above -
captioned debtors (collectively, the "Debtors") in a proceeding under Canada's Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended, pending before the Court of
Queen's Bench Winnipeg Centre, hereby files the Monitor's Certificate, delivered July 27, 2012
(the "Monitor's Certificate"). A copy of the Monitor's Certificate is annexed hereto as Exhibit 1.
PLEASE TAKE FURTHER NOTICE that, upon the delivery of the Monitor's
Certificate on July 27, 2012, certain provisions of the Amended and Restated Canadian Vesting
and Approval Order, dated July 12, 2012 [Docket No. 120) (the "Amended CCAA Vesting
Order") and the Order Pursuant to Sections 105(a), 363, 1501, 1520, and 1521 of the
Bankruptcy Code, and Bankruptcy Rules 2002, 6004, and 9014 (I) Recognizing and Enforcing
the CCAA Vesting Order, (II) Authorizing and Approving the Sale of Substantially All of the
Debtors' Assets Free and Clear ofAny and All Liens, Claims, Encumbrances, and Other
Interests, (111) Authorizing Assignment of Certain Executory Contracts and Unexpired Leases,
and (IV) Granting Related Relief [Docket No. 126] (the "U.S. Sale Order") became effective.
PLEASE TAKE FURTHER NOTICE that additional copies of the Monitor's
Certificate as well as the Amended CCAA Vesting Order and the U.S. Sale Order are available:
The last four digits of the United States Tax Identification Number or Canadian Business Number, as
applicable, follow in parentheses: (i) Arctic Glacier California Inc. (7645); (ii) Arctic Glacier Grayling Inc.
(0976); (iii) Arctic Glacier Inc. (4125); (iv) Arctic Glacier Income Fund (4736); (v) Arctic Glacier
International Inc. (9353); (vi) Arctic Glacier Lansing Inc. (1769); (vii) Arctic Glacier Michigan Inc, (0975);
(viii) Arctic Glacier Minnesota Inc. (2310); (ix) Arctic Glacier Nebraska Inc. (7790); (x) Arctic Glacier
New York Inc. (2468); (xi) Arctic Glacier Newburgh Inc. (7431); (xii) Arctic Glacier Oregon, Inc. (4484);
(xiii) Arctic Glacier Party Time Inc. (0977); (xiv) Arctic Glacier Pennsylvania Inc. (9475); (xv) Arctic
Glacier Rochester Inc. (6989); (xvi) Arctic Glacier Services Inc. (0657); (xvii) Arctic Glacier Texas Inc.
(3251); (xviii)Arctic Glacier Vernon Inc. (3211); (xix)Arctic Glacier Wisconsin Inc. (5835);
(xx) Diamond Ice Cube Company Inc. (7146); (xxi) Diamond Newport Corporation (4811); (xxu) Glacier
Ice Company, Inc. (4320); (xxiii) Ice Perfection Systems Inc. (7093); (xxiv) ICEsurance Inc. (0849);
(xxv) Jack Frost Ice Service, Inc. (7210); (xxvi) Knowlton Enterprises Inc. (8701); (xxvii) Mountain Water
Ice Company (2777); (xxviii) R&K Trucking, Inc. (6931); (xxix) Winkler Lucas Ice and Fuel Company
(0049); (xxx) Wonderland Ice, Inc. (8662). The Debtors' executive headquarters is located at 625 Henry
Avenue, Winnipeg, Manitoba, R3A OV 1, Canada.
01:12342861.5
001K0000I 51014 1)0A STIC 2 0MO0822JW4107
(a) by accessing the Court's internet website at httvs://ecfdeb.uscourts.gov (a login and a
password to the Court's Public Access to CourtElectronic Records ("Pacer") are required to
access this information and can be obtained through the PACER Service Center at
http://www.pacer.12sc.uscourts.go ; (b) from the Monitor's website at
http://wwvv.alvarezandmarsal.conVaretic lg acier or http://www.kccllc.net/ArcricGlacier (without
cost); or (c) upon written request to the Monitor's counsel (by email or facsimile) addressed to:
Yotmg Conaway Stargatt & Taylor LLP, Rodney Square, 1000 North King Street, Wilmington,
Delaware 19801 (Attu.: Melissa Romano, e-mail: mromano@ycst.com, facsimile: 302-576-
3450) (without cost).
Dated: August 2, 2012 YOUNG CONAWAY STARGATT & TAYLOR, LLP
Wilmington, Delaware
/s/lan J. Bambrick
Robert S. Brady (No. 2847)
Matthew B. Lunn (No. 4119)
Ryan M. Bartley (No. 4985)
Ian J. Bambrick (No. 5455)
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302)571-6600
Facsimile: (302) 571-1253
EMIFIE
WILLKIE FARR & GALLAGHER LLP
Marc Abrams
Mary K. Warren
Alex W. Cannon
787 Seventh Avenue
New York, New York 10019-6099
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Co -Counsel to the Monitor and
h'oreign Representative
01:12342861.5
EXHIBIT 1
Monitor's Certificate
01:12342861.5
001 KC0001 __51019-DOMESM-2600/000M009108
THE QUEEN'S BENCH
WINNIPEG CENTRE
File No. CI12-01-76323
('Ti•:1d771 v' D �^
IN TIE MATTER OF THE COMPANIES' CREDITORS
ARRANGEMENTACT, R.S.C.1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN OF
COMPROMISE OR ARRANGEMENT WITH RESPECT
TO ARCTIC GLACIER INCOME FUND, ARCTIC
GLACIER INC. AND ARCTIC GLACIER
INTERNATIONAL INC. and the ADDITIONAL.
APPLICANTS LISTED ON SCHEDULE "A" HERETO"
( collectively, the "Applicants")
APPLICATION UNDER THE COMPANIES' CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
MONITOR'S CERTIFICATE
OSLER, HOSKIN & HARCOURT LLP
Box 50, 1 First Canadian Place
Toronto, Ontario
MSX 1B8
Marc Wasserman
Tel: (416) 862-4908
Fax: (416) 862-6666
Jeremy Docks
Tel: (416) 862-4923
Fax. (416) 862-6666
TAYLOR MCCAFFREY LLP
9" Floor — 400 St. Mary Avenue
Winnipeg, Manitoba
RX 4K5
David Rr*L Jackson
Tel: (204) 988-0375
Fax: (204) 953-7178
File No.: 85135-1
COURT of QUE::,,,, _,;I
THE QUEEN'S BENCH ZrWrOVID C0PX'
Winnipeg Centre PT
IN THE MATTER OF THE COMPANIES' CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER Op A PROPOSED PLAN OF
COMPROMISE OR ARRANGEMENT WITH RESPECT TO
ARCTIC GLACIER INCOME FUND, ARCTIC GLACIER INC.
AND ARCTIC GLACIER INTERNATIONAL INC, and the
ADDITIONAL APPLICANTS LISTED ON SCHEDULE "A"
HERETO
(collectively, the "Applieaute)
MONITOR'S CERTIFICATE
RECITALS
A. Pursuant to an Order of the Honourable Madam Justice Spivak of the Manitoba Court of
Queen's Bench (the "Conrt'7 dated February 22, 2012, Alvarez & Marsal Canada Inc. was
appointed as the monitor (the "Monitor") in the Applicants' proceedings under the Companies'
Creditors Arrangement Act, R.S.C. 1995, c. C-36, as amended.
B. Pursuant to an Order of the Court dated June 21, 2012 (the "Canadian Vesting and
Approval Order°), the Court approved an asset purchase agreement made as of June 7, 2012
(the "Asset Purchase Agreement") between the Applicants and Glacier Valley lee Company,
L.P. (together, the "Vendors"), as vendors, and H.I.G. ZambonL LLC (now known as Arctic
Glacier, LLC), and provided for the vesting of all of the Vendors' right, title and interest in and
to the Assets described in the Asset Purchase Agreement, including, without limitation, the
Vendors' .rights, title and interest in and to any Assigned Contracts (as defined therein), including
all leases of real property in Arctic Glacier, LLC, Arctic Glacier Canada Inc. and Arctic Glacier
U.S.A., Inc. (collectively, the "PurchaseeD, which vesting is to be effective with respect to the
Assets upon the delivery by the Monitor to the Purchaser of a certificate confirming (1) the
payment by the Purchaser of the Purchase Price for the Assets; (ii) that the conditions to Closing
as set out in the Asset Purchase Agreement have been satisfied or waived by the Vendors and the
Purchaser, respectively; and (iii) the Transaction has been completed to the satisfaction of the
Monitor.
L60N._11 17M0A
CERTIFIED A
COURT OF QUEENS LL,,,;tl
001KC000131014, DOMESUC2600/0008=004 IN
' ERTnUM fi:WY
- 2 - �r
C. The Asset Purchase Agreement was amended by the assignment, assumption and
amending agreement between the Vendors and the Purchaser dated July 26, 2012 with effect at
the Time of Closing (as defined therein) (the "Assignment, Assumption and Amending
Agreement').
D. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Asset Purchase Agreement as amended by the Assignment, Assumption and Amending
Agreement.
THE MOMTOR CERTIFIES the following:
I. The Purchaser has paid and the Vendors have received the Purchase Price for the Assets
payable on the Closing Date pursuant to the Asset Purchase Agreement as amended by the
Assignment, Assumption and Amending Agreement;
2. The conditions to Closing as set out in the Asset Purchase Agreement as amended by the
Assigmnew Assumption and Amending Agreement have been satisfied or waived by the
Vendors and the Purchaser, respectively; and
3. The Transaction has been completed to the satisfaction of the Monitor.
(Remainder of the page inrendonally left blank; signature page follows]
,apnL_i HWTA
COURT OF QUEENS i, . I
I
' 3 <F.RTTFtP.0 COPY
4. This Certificate was delivered by the Monitor at Taevn{7o Qirkari o on
�a4i �7 . ROt i:, fol a'wt tToroviJ-z -H44C�
ALVAREZ & MARSAL CANADA INC., in
its capacity as Monitor, and not in its
personal or corporate capacity
By:
Name: R.A. Morawetz
Title: Senior Vice President
LHa11 :24t7H6]A
I horeby t.eriify "k'ot 4he within
instrument is a true LO..rrectof the instrument bf to be a copy
Given under mof office + n AUG
�•�..—__.�...• oeNun rniamaa
f`• ')Pau NLSfil, N!111lIP¢G c£NTFle
Signature Page to M miter's CarttJhate
I
omxc000i sioi4-Don4es•nC-2600=OMO04uw
SCHEDULE "A" - Additional Applicants CKRIIFM Cc"
Arctic Glacier California Inc.
Arctic Glacier Grayling Inc.
Arctic Glacier Lansing Inc.
Arctic Glacier Michigan Inc.
Arctic Glacier Minnesota Inc.
Arctic Glacier Nebraska Inc.
Arctic Glacier Newburgh Inc.
Arctic Glacier New York Inc.
Arctic Glacier Oregon Inc.
Arctic Glacier Party Time Inc.
Arctic Glacier Pennsylvania Inc.
Arctic Glacier Rochester Inc.
Arctic Glacier Services Inc.
Arctic Glacier Texas Inc.
Arctic Glacier Vernon Inc.
Arctic Glacier Wisconsin Inc.
Diamond Ice Cube Company Inc.
Diamond Newport Corporation
Glacier Ice Company, Inc.
Ice Perfection Systems Inc.
ICEsurance Inc.
lack Frost Ice Service, Inc.
Knowlton Enterprises, Inc.
Mountain Water Ice Company
R&K Trucking, Inc.
Winkler Lucas Ice and Fuel Company
Wonderland Ice, Inc.
IRWL_I'J 111467A
*02/06/13 Per Rep. from
Ropes & Gray — The
Consent to Assignment was
Never Executed by Arctic
Glacier. The Copy in the
Agreement File is the Final
Version
Juarez, Debbie
From: Juarez, Debbie
Sent: Thursday, January 03, 2013 9:51 AM
To: 'Awbengtson@jonesday.com'
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Attachments: Consent to the Assignment - Arctic Glacier California LLC 2970 E. 50th Street. PDF
Good morning, Mr. Bengtson. I am following up on this and would like to know if you can
please send the fully executed letter consenting to the Assignment to me for our file. Thank
you.
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
-----Original Message -----
From: Juarez, Debbie
Sent: Wednesday, July 18, 2012 4:42 PM
To: 'Awbengtson@jonesday.com'; Kung, Alex
Subject: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Hello Mr. Bengtson. The partially executed originals pertaining to the above -referenced has
been sent to your attention today via FedEx priority overnight. You should receive the
originals by 10:00 a.m. tomorrow.
Deborah Juarez
i
Juarez, Debbie
From: Juarez, Debbie
Sent: Thursday, January 31, 2013 2:20 PM
To: Kung, Alex
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Attachments: Consent to the Assignment - Arctic Glacier California LLC 2970 E. 50th Street. PDF
Hi Alex. This is just FYI - I spoke to Erin from Ropes & Gray today and she let me know that
it appears that Artic Glacier never signed the document, so what we have on file is what is
in their actual file, too. If by chance Erin happens to email you the recap of the
discussion that we had today, please forward it to me so that it can be part of our notes in
the file. Thank you.
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
-----Original Message -----
From: Juarez, Debbie
Sent: Monday, January 14, 2013 8:01 AM
To: 'josephine.greaves@ropesgray.com'
Cc: Kung, Alex
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Hello Ms. Greaves. Here is a copy of the document for your reference. Thank you for looking
into this matter.
Debbie
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
-----Original Message -----
From: Juarez, Debbie
Sent: Thursday, January 03, 2013 9:51 AM
To: 'Awbengtson@jonesday.com'
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Good morning, Mr. Bengtson. I am following up on this and would like to know if you can
please send the fully executed letter consenting to the Assignment to me for our file. Thank
you.
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
1
-----Original Message -----
From: Juarez, Debbie
Sent: Wednesday, July 18, 2012'4:42 PM
To: 'Awbengtson@jonesday.com'; Kung, Alex
Subject: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Hello Mr. Bengtson. The partially executed originals pertaining to the above -referenced has
been sent to your attention today via FedEx priority overnight. You should receive the
originals by 10:00 a.m. tomorrow.
Deborah Juarez
2
Juarez, Debbie
From: Braley, Erin [Erin,Braley@ropesgray.com]
Sent: Wednesday, February 06, 2013 6:36 AM
To: Juarez, Debbie
Cc: Greaves, Josephine M.
Subject: RE: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Attachments: Consent to the Assignment - Arctic Glacier California LLC 2970 E. 50th S.... pdf
Debbie,
As you know, I worked with Jo Greaves on the July 2012 Arctic Glacier transaction
We have looked into your request below, and I can confirm that we do not have a copy of the Consent to Assignment
executed by Arctic Ice Properties, LLC in our records. Additionally, based on my correspondence with both Arctic Glacier
and JonesDay, it is my understanding that this Consent was never executed by Arctic Ice Properties, LLC and that the
copy that you have (which is reattached for your reference) is the final version of the Consent.
Kind regards,
Erin
Erin M. Braley
ROPES & GRAY LLP
T +1 617 951 7118 1 F +1 617 235 0039
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
Erin.Brale ropesaray.com
www.ropesaray.com
Circular 230 Disclosure (R&G): To ensure compliance with Treasury Department regulations, we inform you that any U.S.
tax advice contained in this communication (including any attachments) was not intended or written to be used, and
cannot be used, for the purpose of avoiding U.S. tax -related penalties or promoting, marketing or recommending to
another party any tax -related matters addressed herein.
This message (including attachments) is privileged and confidential. If you are not the intended recipient,'please delete it
without further distribution and reply to the sender that you have received the message in error.
-----Original Message -----
From: Juarez, Debbie [mailto:DJuarez@ci.vernon.ca.us]
Sent: Monday, January 14, 2013 11:01 AM
To: Greaves, Josephine M.
Cc: Kung, Alex
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Hello Ms. Greaves. Here is a copy of the document for your reference.
Thank you for looking into this matter.
Debbie
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323)583-8811
-----Original Message -----
From: Juarez, Debbie
Sent: Thursday, January 03, 2013 9:51 AM
To: 'Awbengtson@jonesday.com'
Subject: FW: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Good morning, Mr. Bengtson. I am following up on this and would like to know if you can please send the fully executed
letter consenting to the Assignment to me for our file. Thank you.
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323)583-8811
-----Original Message -----
From: Juarez, Debbie
Sent: Wednesday, July 18, 2012 4:42 PM
To: 'Awbengtson@jonesday.com'; Kung, Alex
Subject: Arctic Glacier Consent to the Assignment - 2970 E. 50th Street, Vernon, CA 90058
Hello Mr. Bengtson. The partially executed originals pertaining to the above -referenced has been sent to your attention
today via FedEx priority overnight. You should receive the originals by 10:00 a.m.
tomorrow.
Deborah Juarez
<<Consent to the Assignment - Arctic Glacier California LLC 2970 E.
50th Street.PDF>>
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it
may contain confidential information that is legally privileged. If you are not the intended recipient, or a person
responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution
or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have
received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its
attachments without reading or saving in any manner.
July 18, 2012
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone(323)583-8811
Andrew Bengtson, Esq.
Jones Day
2727 North Harwood Street
Dallas, TX 75201
Re: .South Bay Ice LLC and Artic Glacier California, Inc. -
Consent to the Assignment Regarding Property Located at
2970 East 50th Street, Vernon, CA 90058
Dear Mr. Bengston:
Transmitted herewith are two partially executed original letters
consenting to the Assignment as referenced above, approved by
City Council on July 17, 2012, through Resolution No. 2012-125.
Please return one fully executed letter consenting to the
Assignment to the attention of the undersigned.
If you have any questions regarding this matter, please call
Alex Kung at (323) 583-8811 ext. 355..
truly
Wl"ARD G: Y
City Clerk
WGY:dj
c: Alex Kung
Mark Whitworth
Resolution No. 2012-125
Agreement File No. 12-073
Evfus vefy Industii!(
a>i•isT%t. d:t;a;el�ti ��:t;.
915Helip'Avdo�-riti�A ar 11hl1Eln MAW[
PbgrR0�.;12,�II73+F(pB3M.1,�.Vg6?
June 12 2012 -
City of Vernon
4305 Santa Fe Avenue
Vernon, California
Dear Sir or Madam:
Re: Arctic Ice Properties, LLC Lease (the "Lease") by and between Arctic Ice
Properties, LLC ("Landlord") and South 13ay Ice LLC and Arctic Glacier
California Inc. (collectively, the "Tenant") for the property located at 2970 East
5% Street, Vernon, California 90058 (the "Premises'
As you may know, Arctic Glacier Income Fund and its subsidiaries (collectively, "Arctic")
received protection pursuant to an initial order (the "Initial Order") made by the Manitoba Court
of Queen's Bench pursuant to the Companies Creditors Arrangement Act (Canada) (the
"CCAR) on February 22, 2012, and the U.S. Bankruptcy Court for the District of Columbia
granted an order on March 16, 2012 recognizing the CCAA proceedings as a foreign main
proceeding and enforcing the Initial Order in the United States on a final basis. In connection
with the CCAA proceedings, Arctic has conducted an extensive sale process to agree to terms
with e'buyer for the business and entered Into that certain Asset Purchase Agreement with
H,I.G. Zamboni, LLC (°Buyer") dated as of June 7, 2012, whereby Buyer will acquire the assets
of the Arctic business (the "Transaction").
In connection with the closing of -the Transaction, the Leasewill be assigned to Buyer or an
affiliate thereof (the "Assignment"). As noted.above, Buyer is purchasing all of the Arctic
business and will be hiring all of the Arctic employees, Buyer plans to continue the operation of
the business, uninterrupted following closing of the Transaction, including at the Premises,
Buyer or an affiliate thereof will assume all obligations. of Tenant under the Lease, which shall
remain.ln full force and effect other than the change of tenant party.
The purpose of this letter Is to obtain your consent to the Assignment and your agreement to
waive any rights, including any right of termination, you may have under the Lease resulting
from the Transaction,'the insolvency of Tenant, any non -monetary defaults by Arctic or any
filings or other actions -taken In connection with the Initial Order or the U.S. Order.(the "Walver").
DOCS 1164700. _
ARCTIC.CLACISH 1NC,
6261MY.A01% MkIl oe, Mnml1 w n3A 6V7
Plow 264.7722A23 44:20.*.960
page 2
Please indicate your consent to the Assignment by executing the enclosed copy of this letter as
set forth below and returning the copy signed by you via Federal Express to our counsel at
Attention: Andrew Bengtson, Jones Day, 2727 North Harwood Street, Dallas, Texas 75201..
Should you have any questions, feel free to contact him at 214-968-4572, Thank you for your
assistance with this matter.
Very truly yours,
South Bay lee LLC and Arctic Glacier Califomia Inc.
Per:
Keith McMahon
End
The undersigned executes below
to 'evldence its consent to the Assignment
and Agreement to the Waiver as indicated above
Arctic Ice Properties, LLC
CITY 0$ VERNON
�`
By:V�
Name: William Davis
Title: Mayor Pro-Tem
Chief Deputy
DOCS 11547910
• June 12 2D12