Gilles André Gosselin and Gosselin Communications Stratégiques Inc.

November 30, 2009

This document is a translation

SUPERIOR COURT
(Civil Division)

CANADA
PROVINCE OF QUEBEC
DISTRICT OF MONTREAL

No: 500-17-024768-056

THE ATTORNEY GENERAL OF CANADA

Plaintiff

and

GILLES ANDRÉ GOSSELIN

Defendant

SETTLEMENT AGREEMENT

With a view to effecting a final settlement of the legal dispute between them in file 500-17-024768-056, the parties agree as follows:

WHEREAS Gilles André Gosselin operated the communications agency, Gosselin Communications Stratégiques Inc., which, during the periods referred to in the amended motion to institute proceedings, entered into various sponsorship contracts with the Government of Canada;

WHEREAS on March 10, 2005, the Government of Canada instituted civil proceedings in this matter against several co-defendants, including the defendant, personally;

WHEREAS through these proceedings, as amended, the Government of Canada seeks a judgment against the defendant Gilles André Gosselin in the amount of $1,184,242, excluding GST;

WHEREAS on July 29, 2008, Gilles André Gosselin filed an assignment in bankruptcy with the trustee, Raymond Chabot Inc., as indicated in file number 500-11-033331-089;

WHEREAS the Government of Canada filed a proof of claim for $1,184,242 in the bankruptcy of Gilles André Gosselin;

WHEREAS the Government of Canada, in this bankruptcy case, received permission to continue the proceedings against the bankrupt on the basis that the debtor's debt to the Government of Canada could not, given the nature thereof, be extinguished by his discharge in bankruptcy;

WHEREAS the Government of Canada also served and filed an objection to the debtor's discharge;

WHEREAS the parties wish to settle between them the pending proceedings and actions according to the terms and conditions set out in this settlement agreement, which form an indivisible whole, and the parties hereby acknowledge that this agreement is entered into for the sole purpose of avoiding the costs and inconvenience of legal proceedings.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

  1. The above preamble is part of this agreement.
  2. The Government of Canada agrees to sign this agreement on the express condition that the debtor’s bankruptcy statement is a true reflection of his financial situation and that all of his assets have been declared. Gilles André Gosselin, by signing this agreement, is confirming that that is, in fact, the case.
  3. Should the Government of Canada discover at a later time that Gilles André Gosselin has not disclosed all of his assets, this agreement shall become null and void and the totality of the debt to the Government of Canada claimed in the civil action shall become payable.
  4. Gilles André Gosselin consents to judgment in the civil action in the amount of $1,184,242 and acknowledges that, of this amount, $655,276.60 constitutes a debt from which he cannot be discharged when discharged from bankruptcy and, to that effect, he agrees to sign the acquiescence to judgment forming Appendix 1 of this agreement.
  5. It is expressly agreed that this agreement can in no way make the other co-defendants liable and, more specifically, nothing in this agreement and in the documents that will be signed to give effect to it can link the defendants, Andrée Coté and Nicholas Gosselin, as they are not parties to this agreement.
  6. Upon the signing of the acquiescence to judgment, the Government of Canada withdraws its objection to the discharge of the bankrupt.
  7. In consideration of the signing of this settlement agreement, the Government of Canada and Gilles André Gosselin hereby give to each other and to their respective representatives and assigns full and final release from all past, present and future rights, claims, remedies or indemnities of any nature whatsoever that they have, may have, or may claim to have against the other party or the representatives or assigns of the other party by virtue of or arising directly or indirectly from the sponsorship and advertising contracts forming the subject of these proceedings.
  8. This agreement is not confidential, and Gilles André Gosselin is hereby informed that the Government of Canada intends to make it public by posting it on the Government of Canada Web site. However, all communications between the parties, their legal counsel and their representatives, including all documents and information pertaining to the reaching of this agreement, remain privileged and confidential and shall not be disclosed unless the parties agree otherwise or a court with jurisdiction to order disclosure so orders.
  9. This settlement agreement shall be binding on the parties hereto and their respective successors and assigns.
  10. The parties shall take all measures required to give effect to this agreement.
  11. The parties hereto acknowledge and declare that they have read and understood the terms and conditions of this agreement and that they have consulted with legal counsel.
  12. The parties recognize that this agreement is contingent on the approval of the court of the withdrawal of the objection filed by the plaintiff in the matter of the bankruptcy of Gilles André Gosselin and his discharge from bankruptcy.
  13. This settlement agreement constitutes a transaction within the meaning of articles 2631 et seq. of the Civil Code of Québec to which the parties have freely consented without promise, representation or intimidation of any kind.

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:

MONTREAL, November 20, 2009

Per: [signature of Micheline Van-Erum]
ATTORNEY GENERAL OF CANADA
Micheline Van-Erum

MONTREAL, November 18, 2009

Per: [signature of Gilles André Gosselin]
GILLES ANDRÉ GOSSELIN