Professional Documents
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Fill in this information to identify the case:
__________ District
Southern District of __________
of New York
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write debtors name and case number (if known).
1. Debtors name
Mood Media Corporation
_____________________________________________________________________________________________
Federal Employer Identification Number (EIN) ___
2 ___
6 0___ 1___ 4___ 0
___ ___
2 ___
6 ___
8
856351895RC0001
Other ___________________________. Canadian Business Number
Describe identifier _____________________________.
3. Name of foreign
representative(s) Michael F. Zendan II
____________________________________________________________________________________________
4. Foreign proceeding in which Proceeding under Section 192 of the Canada Business Corporations Act, R.S.C. 1985, C- 44,
appointment of the foreign pending before the Ontario Superior Court of Justice, Commercial List.
____________________________________________________________________________________________
representative(s) occurred
A certificate, translated into English, from the foreign court, affirming the existence of the foreign
proceeding and of the appointment of the foreign representative, is attached.
Other evidence of the existence of the foreign proceeding and of the appointment of the foreign
representative is described below, and relevant documentation, translated into English, is attached.
_________________________________________________________________________________________________
See board resolutions appointing the Foreign Representative.
7. Is this the only foreign No. (Attach a statement identifying each country in which a foreign proceeding by, regarding, or against the
proceeding with respect to debtor is pending.)
the debtor known to the
foreign representative(s)?
Yes
Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding page 1
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Debtor Mood Media Corporation
_______________________________________________________ 17-[____]
Case number (if known)_____________________________________
Name
8. Others entitled to notice Attach a list containing the names and addresses of:
(i) all persons or bodies authorized to administer foreign proceedings of the debtor,
(ii) all parties to litigation pending in the United States in which the debtor is a party at the time of filing of this
petition, and
(iii) all entities against whom provisional relief is being sought under 1519 of the Bankruptcy Code.
9. Addresses Country where the debtor has the center of its Debtors registered office:
main interests:
Canada
______________________________________________ 199 Bay Street
______________________________________________
Number Street
Canada
_______________________________________________
Country
Canada
_______________________________________________ United States
_______________________________________________
Country Country
Partnership
Individual
Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding page 2
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Debtor Mood Media Corporation
_______________________________________________________ 17-[____]
Case number (if known)_____________________________________
Name
I am the foreign representative of a debtor in a foreign proceeding, the debtor is eligible for the
relief sought in this petition, and I am authorized to file this petition.
I have examined the information in this petition and have a reasonable belief that the
information is true and correct.
I declare under penalty of perjury that the foregoing is true and correct,
Executed on 05/22/2017
__________________
MM / DD / YYYY
________________________________________________ _______________________________________________
Signature of foreign representative Printed name
Executed on __________________
MM / DD / YYYY
Joshua A. Sussberg
_________________________________________________________________________________________________
Printed name
Kirkland & Ellis LLP
_________________________________________________________________________________________________
Firm name
601 Lexington Avenue
_________________________________________________________________________________________________
Number Street
New York
____________________________________________________ NY 10022
__________________________________________
City State ZIP Code
(212) 446-4800
____________________________________ joshua.sussberg@kirkland.com
__________________________________________
Contact phone Email address
4216453 NY
______________________________________________________ ____________
Bar number State
Official Form 401 Chapter 15 Petition for Recognition of a Foreign Proceeding page 3
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Schedule 1
In compliance with the with the requirements of Bankruptcy Rule 1007(a)(4)(A), the
following is the corporate ownership statement of the debtor, Mood Media Corporation
(the Debtor), identifying any corporation that directly or indirectly owns 10% or more of any
class of the Debtors equity interests:
1
Fidelity may include Fidelity Management & Research Company, Pyramis Global Advisors, LLC,
Pyramis Global Advisors Trust Company, Strategic Advisors Incorporated, FIL Limited, Crosby
Advisors LLC, or Fidelity SelectCo, LLC.
2
Each of the listed entities carries more than 10 percent of the voting rights attached to any class of voting
securities in Mood Media Corporation.
KE 46328013
Mood Media North America
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Main Document
Mood Media Mood Media (Beijing) Mood Media North Mood Media North
ServiceNET Exp, LLC
Entertainment Ltd. Somerset Enetertainment Technology Co., Ltd. America, LLC * AmericaHoldings Corp.*
(Florida)
(Ontario) GP Inc. (China) (Delaware) (Delaware)
formerly DBA Puretracks (Ontario)
(Ontario)
Technomedia
Mood US Acquisition, DMX Holdings, LLC Convergence, LLC Technomedia NY, LLC
Mood Media Group, Solutions, LLC
Mood Media LLC (Delaware) (Delaware) (Florida) (Florida)
Somerset Entertainment SA (Florida)
Entertainment (Luxembourg)
Productions Ltd.
International Ltd.
(Ontario)
(UK)
AEI Collingham
Muzak Capital, LLC DMX Residential, LLC
Holdings Co. Ltd.
(Delaware) (Texas)
(Cayman)
Lifestyle TV SRL
(Argentina)
DMX MUSIC DO
BRASIL LTDA
(Brazil)
Schedule 2
Michael F. Zendan II
1703 West Fifth Street
Austin, Texas 78703
All parties to litigation pending in the United States in which the debtor is a party at the time of
filing of this petition
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All entities against whom provisional relief is being sought under 1519 of the Bankruptcy
Code
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ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Applicant
INTERIM ORDER
THIS MOTION made by the Applicant, Mood Media Corporation ("Mood Media" or
the "Company"), and involving the "Subsidiary Guarantors": Mood Media North America,
LLC, Muzak LLC, Muzak Holdings LLC, Muzak Capital LLC, Mood US Acquisitiont LLC,
Mood Media North America Holdings Corp., DMX Holdings, LLC, DMX, LLC, DMX
Residential Holdings, LLC, DMX Residential, LLC, Technomedia NY, LLC, Technomedia
Solutions, LLC, ServiceNet EXP, LLC, and Convergence, LLC (each a guarantor under the
Company Notes (defined below), and collectively with Mood Media, the "Mood Group") for
an interim order for advice and directions pursuant to section 192 of the Canada Business
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Corporations Act, R.S.C. 1985, c. C-44, as amended, (the "CBCA") was heard this day at 330
ON READING the Notice of Motion, the Notice of Application issued on May 18, 2017
and the affidavit of Michael F. Zendan II sworn May 16, 2017 (the "Zendan Affidavit"),
including the Plan of Arrangement, which is a schedule to the Arrangement Agreement that is
attached as Exhibit F to the Zendan Affidavit, and on hearing the submissions of counsel for
Mood Media, counsel for the Sponsors, and on being advised that the Director appointed
under the CBCA (the "Director") does not consider it necessary to appear.
DEFINITIONS
1. THIS COURT ORDERS that defined terms used in this Interim Order shall have the
meaning ascribed thereto in the draft management information circular of Mood Media (the
SERVICE
2. THIS COURT ORDERS that the time for service of the Notice of Motion herein be and
is hereby abridged and validated so that this Motion is properly returnable today and hereby
3. THIS COURT ORDERS that Mood Media is permitted to call, hold and conduct a
Shareholders") of voting common shares in the capital of Mood Media ("Company Common
Shares") to be held at 199 Bay Street, Suite 5300, Toronto, Ontario on June 15, 2017, at 9:30 a.m.
(Toronto time), in order for the Company Shareholders to consider and, if determined
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advisable, pass, a special resolution authorizing, adopting and approving, with or without
variation, the Arrangement and the Plan of Arrangement (the "Arrangement Shareholder
4. THIS COURT ORDERS that Mood Media is permitted to call, hold and conduct a
meeting (the "Company Noteholder Meeting" and, together with the Company Shareholder
Meeting, the "Company Meetings") of the holders ("Company Noteholders" and together
notes due 2020 (the "Company Notes") issued pursuant to the indenture (the "Company Note
Indenture") dated as of October 19, 2012 among, inter alia, Mood Media and The Bank of New
York Mellon, as U.S. trustee and BNY Trust Company of Canada, as trustee, to be held at 199
Bay Street, Suite 5300, Toronto, Ontario on June 15, 2017, at 9:00 a.m. (Toronto time), in order
for the Company Noteholders to consider and, if determined advisable, pass, a resolution
authorizing, adopting and approving, with or without variation, the Arrangement and the
Plan of Arrangement (the "Arrangement Noteholder Resolution" and together with the
5. THIS COURT ORDERS that the Company Meetings shall be called, held and
conducted in accordance with (i) the CBCA, (ii) the notices of the Company Shareholder
Meeting and the Company Noteholder Meeting accompanying the Information Circular (the
"Notices of Meeting"), and (iii) the articles and by-laws of Mood Media, subject to what may
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6. THIS COURT ORDERS that the record date (the "Record Date") for determination of
the Company Securityholders entitled to notice of, and to vote at, the applicable Company
7. THIS COURT ORDERS that the only persons entitled to attend or speak at the
e) other persons who may receive the permission of the Chair of the Company
leetings.
8. THIS COURT ORDERS that Mood Media may transact such other business at the
QUORUM
b) the quorum at the Company Shareholder Meeting shall be not less than two
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aggregate not less than 10% of the total outstanding Company Common Shares
c) the quorum at the Company Noteholder Meeting shall require each of (i) not
less than one person present in person at the opening of the Company
Meeting, (ii) the Apollo Sponsor, in its capacity as a Company Noteholder, and
(iii) each GSO Sponsor, in its capacity as a Company Noteholder, in each case,
10. THIS COURT ORDERS that Mood Media is authorized to make, subject to the terms
of the Arrangement Agreement, and paragraph 11, below, such amendments, modifications or
supplements to the Arrangement and the Plan of Arrangement as it may determine without
any additional notice to the Company Securityholders or others entitled to receive notice
under paragraphs 14 and 15 hereof and the Arrangement and Plan of Arrangement, as so
submitted to the Company Securityholders at the Company Meetings and shall be the subject
following the Company Meetings, but shall be subject to review and, if appropriate, further
direction by this Honourable Court at the hearing for the final approval of the Arrangement.
11. THIS COURT ORDERS that, if any amendments, modifications or supplements to the
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supplement shall be distributed, subject to further order of this Honourable Court, by press
release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably
12. THIS COURT ORDERS that Mood Media is authorized to make such amendments,
revisions and/or supplements to the draft Information Circular as it may determine and the
13. THIS COURT ORDERS that Mood Media, if it deems advisable and subject to the
Company Meeting on one or more occasions, without the necessity of first convening such
Company Meeting or first obtaining any vote of the applicable Company Securityholders
postponement shall be given by such method as Mood Media may determine is appropriate in
the circumstances. This provision shall not limit the authority of the Chair of any Company
14. THIS COURT ORDERS that, in order to effect notice of the Company Meetings,
Mood Media shall send the Information Circular (including the Notice of Application and this
Interim Order), the appropriate Notice of Company Meeting, along with such amendments or
additional documents as Mood Media may determine are necessary or desirable and are not
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7
inconsistent with the terms of this Interim Order (collectively, the "Company Meeting
Record Date, at least twenty-one (21) days prior to the date of the Company
Meetings, excluding the date of sending and the date of the Company
Media, or, in the case of the Company Common Shares, its registrar and
transfer agent, or, in the case of the Company Notes, the Trustee under
the Company Note Indenture, as the case may be, at 5:00 p.m. (Toronto
time) on the Record Date and if no address is shown therein, then the
Media, or, in the case of the Company Common Shares, its registrar and
transfer agent or, in, in the case of the Company Notes, the Trustee
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Notes, as the case may be, in accordance with National Instrument 54-101 of the
c) the respective directors and auditors of Mood Media, counsel to the Sponsors,
recognized courier service, by pre-paid ordinary or first class mail or, with the
one (21) days prior to the date of the Company Meetings, excluding the date of
and that compliance with this paragraph shall constitute sufficient notice of the Company
Meetings.
15. THIS COURT ORDERS that, in the event that Mood Media elects to distribute the
Company Meeting Materials, Mood Media is hereby directed to distribute the Information
Circular (including the Notice of Application, and this Interim Order), and any other
(collectively, the "Court Materials") to the holders of Company Options, Company Warrants
and Company DSUs, as well as to the Administrative Agent under the Credit Agreement, on
behalf of the Lenders (as defined in the Credit Agreement), and to the MMGSA Note Trustee,
on behalf of the MMGSA Noteholders, by any method permitted for notice to registered
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14.a) or 14.b), above, concurrently with the distribution described in paragraph 14 of this
Interim Order. Distribution to such persons shall be to their addresses as they appear on the
books and records of Mood Media or its registrar and transfer agent at the close of business on
the Record Date or, regarding the Administrative Agent, section 9.01(ii) of the Credit
Agreement, or, regarding the MMGSA Note Trustee, section 11.1 of the MMGSA Note
Indenture.
SUFFICIENCY OF NOTICE
16. THIS COURT ORDERS that accidental failure or omission by Mood Media to give
notice of the Company Meetings or to distribute the Company Meeting Materials or Court
Materials to any person entitled by this Interim Order to receive notice, or any failure or
omission to give such notice as a result of events beyond the reasonable control of Mood
Media, or the non-receipt of such notice shall, subject to further order of this Honourable
Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution
passed or proceedings taken at the Company Meetings. If any such failure or omission is
brought to the attention of Mood Media, it shall use best efforts to rectify it by the method and
17. THIS COURT ORDERS that Mood Media is hereby authorized to make such
Materials, as Mood Media may determine in accordance with the terms of the Arrangement
Agreement ("Additional Information"), and that notice of such Additional Information may,
subject to paragraph 11, above, be distributed by press release, newspaper advertisement, pre-
paid ordinary mail, or by the method most reasonably practicable in the circumstances, as
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18. THIS COURT ORDERS that distribution of the Company Meeting Materials and
Court Materials pursuant to paragraphs 14 and 15 of this Interim Order shall constitute notice
of the Company Meetings and good and sufficient service of the within Application upon the
persons described in paragraphs 14 and 15 and that those persons are bound by any orders
made on the within Application. Further, no other form of service of the Company Meeting
Materials or the Court Materials or any portion thereof need be made, or notice given or other
material served in respect of these proceedings and/or the Company Meetings to such
persons or to any other persons, except to the extent required by paragraph 10, above, and
19. THIS COURT ORDERS that Mood Media is authorized to use the letters of
transmittal and proxies (which for the purpose of beneficial holders of the Company Common
Shares and the Company Notes shall include voting instruction forms prepared by Broadridge
substantially in the form of the drafts accompanying the Information Circular, with such
amendments and additional information as Mood Media may determine are necessary or
desirable, subject to the terms of the Arrangement Agreement. Mood Media is authorized, at
its expense, to solicit proxies, directly or through its officers, directors or employees, and
through such agents or representatives as it may retain for that purpose, and by mail or such
other forms of personal or electronic communication as it may determine. Mood Media may
waive generally, in its discretion, the time limits set out in the Information Circular for the
advisable to do so.
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20. THIS COURT ORDERS that Company Securityholders shall be entitled to revoke
their proxies in accordance with section 148(4) of the CBCA (except as the procedures of that
section are varied by this paragraph) provided that any instruments in writing delivered
pursuant to s. 148(4)(a)(i) of the CBCA: (a) may be deposited at the registered office of Mood
Media or with the transfer agent of Mood Media as set out in the Information Circular; and (b)
in respect of the Company Shareholder Meeting, any such instruments must be received by
Mood Media or its transfer agent no later than 9:30 a.m. (Toronto time) on June 13, 2017, or
48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of
Meeting, 9:00 a.m. (Toronto time) on June 13, 2017, or 48 hours (excluding weekends and
holidays in the Province of Ontario) prior to the time of any adjournment or postponement
thereof.
VOTING
21. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy
on the applicable Arrangement Resolution, or such other business as may be properly brought
a) Company Shareholders who hold Company Common Shares as of the 5:00 p.m.
b) Company Noteholders who hold Company Notes as of the 5:00 p.m. (Toronto
Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not
cast. Proxies that are properly signed and dated but which do not contain voting instructions
22. THIS COURT ORDERS that votes shall be taken at the Company Meetings on the
basis of:
a) at the Company Shareholder Meeting, one vote per Company Common Share;
and
Notes.
In order for the Plan of Arrangement to be implemented, subject to further Order of this
Honourable Court, each Arrangement Resolution must be passed, with or without variation,
(i) in the case of the Company Shareholder Meeting, an affirmative vote of at least
excluding for this purpose votes attached to common shares held by persons
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two-thirds (66 2/3%) of the votes cast in respect of the Arrangement Noteholder
Company Noteholders.
Such votes shall be sufficient to authorize the Company to do all such acts and things as may
be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a
basis consistent with what is provided for in the Information Circular without the necessity of
any further approval by the Company Securityholders, subject only to the final approval of the
23. THIS COURT ORDERS that in respect of matters properly brought before the
Company Meetings pertaining to items of business affecting Mood Media (other than in
respect of the Arrangement Resolution), each Company Shareholder is entitled to one vote for
each voting common share held and each Company Noteholder is entitled to one vote per
DISSENT RIGHTS
24. THIS COURT ORDERS that each registered Company Shareholder shall be entitled to
accordance with section 190 of the CBCA (except as the procedures of that section are varied
by this Interim Order and the Plan of Arrangement) provided that, notwithstanding
subsection 190(5) of the CBCA, any Company Shareholder who wishes to dissent must, as a
Shareholder Resolution to Mood Media in the form required by section 190 of the CBCA and
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the Arrangement Agreement, which written objection must be sent to the Company c/o
Stikeman Elliott LLP, 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L
1B9, Canada (Attention: Alexander Rose) and be received by no later than 5:00 p.m. (Toronto
time) on June 13, 2017 or, in the case of any adjournment(s) or postponement(s) of the
Company Shareholder Meeting, by no later than 5:00 p.m. (Toronto time) on the second
Business Day immediately preceding the day of the adjourned or postponed Company
Shareholder Meeting, and must otherwise strictly comply with the CBCA as modified by the
Plan of Arrangement and the Interim Order. For purposes of these proceedings, the "court"
25. THIS COURT ORDERS that any Company Shareholder who duly exercises such
value for his, her or its voting common shares, shall be deemed to have
transferred those voting common shares as of the Effective Time, without any
further act or formality and free and clear of all liens, claims, encumbrances,
ii) is for any reason ultimately determined by this Honourable Court not to be
entitled to be paid fair value for his, her or its voting common shares pursuant
to the exercise of the Dissent Right, shall be deemed to have participated in the
Arrangement on the same basis and at the same time as any non-dissenting
Company Shareholder,
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but in no case shall Mood Media or any other person be required to recognize such Company
Shareholders as holders of voting common shares of Mood Media at or after the date upon
which the Arrangement becomes effective and the names of such Company Shareholders shall
be deleted from Mood Media's register of holders of voting common shares at that time.
26. THIS COURT ORDERS that upon approval by the Company Securityholders of the
Plan of Arrangement in the manner set forth in this Interim Order, the Company may apply to
27. THIS COURT ORDERS that distribution of the Notice of Application and the Interim
Order in the Information Circular, when sent in accordance with paragraphs 14 and 15 shall
constitute good and sufficient service of the Notice of Application and this Interim Order and
no other form of service need be effected and no other material need be served unless a Notice
33, below.
28. THIS COURT ORDERS that any Notice of Appearance served in response to the
Notice of Application shall be served on counsel for the Company, with a copy to counsel for
the Sponsors, as soon as reasonably practicable, and, in any event, on or before 5:00 p.m.
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Goodmans LLP
333 Bay Street, Suite 3400
Toronto, Ontario, Canada
M5H 2S7
29. THIS COURT ORDERS that, subject to further order of this Honourable Court, the
only persons entitled to appear and be heard at the hearing of the within Application shall be:
i) the Company;
iv) any person who has filed a Notice of Appearance herein in accordance with
30. THIS COURT ORDERS that any materials to be filed by Mood Media or the
Subsidiary Guarantors in support of the within Application for final approval of the
Arrangement may be filed up to one day prior to the hearing of the Application without
31. THIS COURT ORDERS that in the event the within Application for final approval
does not proceed on the date set forth in the Notice of Application, and is adjourned, only
those persons who served and filed a Notice of Appearance in accordance with paragraph 28
NO DEFAULT
32. THIS COURT ORDERS that, from 12:01 a.m. (Toronto time) on the date of this
Interim Order until the earlier of (i) October 12, 2017 or (ii) the Effective Time, no person party
to a contract with any member of the Mood Group, including, without limitation:
a) the Company Note Indenture, including the Company Noteholders and any
b) the credit agreement dated May 1, 2014 (the "Credit Agreement") among inter
cilia Mood Media, Credit Suisse AG, Cayman Islands Branch, as administrative
agent, collateral agent and issuing bank, and the lenders party thereto from
time to time, including the lenders and any administrative agent, collateral
and among MMGSA, the subsidiary guarantors party thereto, Mood Media, as
limited recourse guarantor, and including the MMGSA Noteholders and the
shall have any right to terminate, accelerate, amend or declare in default or take any
other enforcement steps under such instruments or any other contract, agreement or
including, without limitation, the guarantees given pursuant to the Company Note
Indenture, the Credit Agreement or the MMGSA Note Indenture, and the security
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("Filing Defaults"):
a party to, a proceeding under Chapter 15 of title 11 of the United States Code,
11 U.S.C. 101-1532 in the United States Bankruptcy Court for the Southern
d) Mood Media or any of the Subsidiary Guarantors taking any step contemplated
33. THIS COURT ORDERS that, to the extent that the Company intends to seek an order
in connection with final approval of the Arrangement that indefinitely extends the operation
of paragraph 32, above, from and after the Effective Time or constitutes a permanent waiver of
the enforcement rights in respect of Filing Defaults described in paragraph 32, it shall serve all
persons intended to be subject to such indefinite extension or permanent waiver with a copy
of the Notice of Application and this Interim Order by mailing such materials to the addresses
for such persons as they appear on the books and records of Mood Media by May 30, 2017.
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Such mailing shall constitute notice good and sufficient service upon such persons and no
other form of service need be made, or notice given or other material served on such persons,
PRECEDENCE
34. THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy
between this Interim Order and the terms of any instrument creating, governing or collateral
to the Company Common Shares or the Company Notes, or the Company Options, Company
Warrants or Company DSUs, or the articles or by-laws of any of Mood Media or any of the
FOREIGN PROCEEDINGS
35. THIS COURT ORDERS that Michael F. Zendan II is hereby authorized and
empowered, but not required, to act as the foreign representative (the "Foreign
Representative") in respect of the within proceedings for the purpose of having these
36. THIS COURT ORDERS that the Foreign Representative is hereby authorized to apply
for foreign recognition and approval of these proceedings, as necessary, in any jurisdiction
outside of Canada, including in the United States pursuant to chapter 15 of title 11 of the
37. THIS COURT seeks and requests the aid and recognition of any court or any judicial,
regulatory or administrative body in any province of Canada and any judicial, regulatory or
administrative tribunal or other court constituted pursuant to the Parliament of Canada or the
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legislature of any province and any court or any judicial, regulatory or administrative body of
the United States or other country to act in aid of and to assist this Honourable Court in
VARIANCE
38. THIS COURT ORDERS that Mood Media shall be entitled to seek leave to vary this
Interim Order upon such terms and upon the giving of such notice as this Honourable Court
may direct.
MAY 1 8 2017
PER / PAR:
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IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF PgTHE
50 ofCANADA
56
Court File No. CV 17 11809 00CL
- - -
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
INTERIM ORDER
Board Resolutions
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