Chapter 15 ) CINRAM INTERNATIONAL INC., Et Al., 1 ) Case No
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 15 ) CINRAM INTERNATIONAL INC., et al., 1 ) Case No. 12-11882 (KJC) ) Debtors in a Foreign Proceeding. ) Jointly Administered ) ) AFFIDAVIT OF SERVICE I, Luis N. Valdivia, being duly sworn according to law, depose and say that I am employed by Kurtzman Carson Consultants LLC, the claims and noticing agent for the Debtors in the above- captioned cases. On June 26, 2012, at my direction and under my supervision, employees of KCC caused the following documents to be served via First Class mail on the service lists attached hereto as Exhibit C; Exhibit D and Exhibit E: • Rule 2002 Notice of Petitions for Recognition of Foreign Proceeding and of Court’s Intention to Communicate with Foreign Courts and Foreign Representative (attached hereto as Exhibit A) • Notice to Creditors (attached hereto as Exhibit B) • Foreign Representative’s Motion for an Order Directing Joint Administration of the Debtors’ Chapter 15 Cases [Docket No. 2] • Foreign Representative’s Statement in Support of Chapter 15 Petitions for Recognition of Foreign Proceeding [Docket No. 3] 1 The last four digits of the United States Tax Identification Number or Canadian Business Number, as applicable, of each of the Debtors follow in parentheses: (a) Cinram International Inc. (4583); (b) Cinram (U.S.) Holding’s Inc. (4792); (c) Cinram, Inc. (7621); (d) Cinram Distribution LLC (3854); (e) Cinram Manufacturing LLC (2945); (f) Cinram Retail Services LLC (1741); (g) Cinram Wireless LLC (5915); (h) IHC Corporation (4225); and (i) One K Studios, LLC (2132). The Debtors’ executive headquarters is located at 2255 Markham Road, Toronto, Ontario, M1B 2W3, Canada. • Foreign Representative’s Motion for an Order Authorizing the Filing of a Consolidated List of Foreign Proceeding Administrators, Litigation Parties, and Entities Against Whom Provisional Relief is Sought [Docket No. 4] • Foreign Representative’s Motion for Order Scheduling Hearing and Specifying the Form and Manner of Service of Notice [Docket No. 5] • Foreign Representative's Motion for Orders Granting Provisional and Final Relief Aid of Foreign CCAA Proceeding [Docket No. 6] • Foreign Representative’s Memorandum of Law in Support of (I) Verified Chapter 15 Petitions and (II) Motion for Order Granting Provisional and Final Relief in Aid for Foreign CCAA Proceeding [Docket No. 7] • Declaration of John Bell in Support of (I) Verified Chapter 15 Petitions, (II) Foreign Representative’s Motion for Orders Granting Provisional and Final Relief in Aid of Foreign CCAA Proceeding, and (III) Certain Related Relief [Docket No. 8] • Foreign Representative’s Motion for Entry of an Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 9] • Declaration of Mark Hootnick in Support of Foreign Representative’s Motion for Entry of an Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 10] • Order Directing Joint Administration of the Debtors’ Chapter 15 Cases [Docket No. 27] • Order Authorizing the Monitor to File a Consolidated List of Foreign Proceeding Administrators, Litigation Parties, and Entities Against Whom Provisional Relief is Sought [Docket No. 28] • Order Scheduling Hearing and Specifying the Form and Manner of Service of Notice [Docket No. 29] 2 • Order Granting Provisional Relief [Docket No. 30] On June 26, 2012, at my direction and under my supervision, employees of KCC caused the following document to be served via First Class mail on the service list attached hereto as Exhibit F: • Motion Record On June 27, 2012, at my direction and under my supervision, employees of KCC caused the following document to be served via First Class mail on the service list attached hereto as Exhibit G: • Rule 2002 Notice of Petitions for Recognition of Foreign Proceeding and of Court’s Intention to Communicate with Foreign Courts and Foreign Representative (attached hereto as Exhibit A) • CD-ROM including: • Notice to Creditors (attached hereto as Exhibit B) • Foreign Representative’s Motion for Order Scheduling Hearing and Specifying the Form and Manner of Service of Notice [Docket No. 5] • Foreign Representative's Motion for Orders Granting Provisional and Final Relief Aid of Foreign CCAA Proceeding [Docket No. 6] • Foreign Representative’s Memorandum of Law in Support of (I) Verified Chapter 15 Petitions and (II) Motion for Order Granting Provisional and Final Relief in Aid for Foreign CCAA Proceeding [Docket No. 7] • Foreign Representative’s Motion for Entry of an Order (I) Recognizing the Canadian Sale Order, (II) Authorizing and Approving the Sale Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 9] 3 EXHIBIT A IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------------- x In re : Chapter 15 : CINRAM INTERNATIONAL INC., et al.,1 : Case No. 12-11882 (KJC) : Debtors in a Foreign Proceeding. : Jointly Administered : : Ref. Docket No. 29 -------------------------------------------------------------- x RULE 2002 NOTICE OF PETITIONS FOR RECOGNITION OF FOREIGN PROCEEDING AND OF COURT’S INTENTION TO COMMUNICATE WITH FOREIGN COURTS AND FOREIGN REPRESENTATIVE PLEASE TAKE NOTICE that, on June 25, 2012, Cinram International ULC, in its capacity as the duly authorized foreign representative (the “Foreign Representative”) for the above-captioned debtors (collectively, the “Debtors”), in the proceeding (the “CCAA Proceeding”) commenced under Canada’s Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C 36, as amended, and pending before the Ontario Superior Court of Justice (the “Canadian Court”), filed (a) petitions for relief (the “Petitions”) under chapter 15 of title 11 of the United States Code, as amended from time to time (the “Bankruptcy Code”) and (b) the Foreign Representative’s Motion for Orders Granting Provisional and Final Relief in Aid of Foreign CCAA Proceeding (the “Recognition Motion”), seeking recognition of the CCAA Proceeding as a foreign main proceeding pursuant to section 1515 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). A copy of the Recognition Motion and the Foreign Representative’s Memorandum of Law in Support of (I) Verified Chapter 15 Petitions and (II) Motion for Orders Granting Provisional and Final Relief in Aid of Foreign CCAA Proceeding is attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that on June 26, 2012, the Bankruptcy Court entered an Order Directing Joint Administration of the Debtors’ Chapter 15 Cases (Docket No. 27) under Case No. 12-11882 (KJC). PLEASE TAKE FURTHER NOTICE that on on June 26, 2012, the Bankruptcy Court entered that certain order granting provisional, injunctive, and related relief pursuant to sections 105(a) and 1519 of the Bankruptcy Code (Docket No. 30) (the “Provisional Order”). The Provisional Order, among other things: (a) enjoins actions in 1 The last four digits of the United States Tax Identification Number or Canadian Business Number, as applicable, of each of the Debtors follow in parentheses: (a) Cinram International Inc. (4583); (b) Cinram (U.S.) Holding’s Inc. (4792); (c) Cinram, Inc. (7621); (d) Cinram Distribution LLC (3854); (e) Cinram Manufacturing LLC (2945); (f) Cinram Retail Services LLC (1741); (g) Cinram Wireless LLC (5915); (h) IHC Corporation (4225); and (i) One K Studios, LLC (2132). The Debtors’ executive headquarters is located at 2255 Markham Road, Toronto, Ontario, M1B 2W3, Canada. the United States in contravention of orders of the Canadian Court in the CCAA Proceeding from the entry of such Provisional Order through and including the date of the Recognition Hearing (as defined below); (b) authorizes, on a provisional basis, the Debtors to enter into and perform under a debtor-in-possession credit facility; and (c) grants, on a provisional basis, certain protections afforded by the Bankruptcy Code, including those protections arising pursuant to sections 364(c), 364(d), and 364(e) of the Bankruptcy Code, to and for the benefit of the lenders under such credit facility. A copy of the Provisional Order is attached hereto as Exhibit 2. PLEASE TAKE FURTHER NOTICE that it is anticipated that the Bankruptcy Court will communicate directly with, or to request information or assistance directly from, the Canadian Court and Foreign Representative pursuant to section 1525 of the Bankruptcy Code. PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has scheduled a hearing before the Honorable Kevin J. Carey in Room 5 of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on July 25, 2012 at 10:00 a.m. (prevailing Eastern time) to consider approval of the Petitions and granting of the relief requested therein on a final basis (the “Recognition Hearing”), including recognition of the CCAA Proceeding as a