UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION : : : : : : : : : : : : : : :

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1 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re AZURE DYNAMICS CORPORATION, Applicant in Foreign Proceeding. In re AZURE DYNAMICS INC., Applicant in Foreign Proceeding. In re AZURE DYNAMICS INCORPORATED, Applicant in Foreign Proceeding. In re AZURE DYNAMICS LIMITED, Applicant in Foreign Proceeding. Case No Case No Case No Case No FIRST DAY MOTION FOR ORDER SPECIFYING FORM AND MANNER OF SERVICE OF NOTICE AND SETTING HEARING ON THE RELIEF SOUGHT IN THE CHAPTER 15 PETITIONS Ernst & Young Inc. is the court-appointed monitor (the Monitor ) and authorized foreign representative of Azure Dynamics Corporation, Azure Dynamics Inc., Azure Dynamics Incorporated and Azure Dynamics Limited (together, the Azure Group ) in wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 1 of 22

2 proceedings (the Canadian Proceedings ) under Canada s Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, pending before the Supreme Court of British Columbia (the Canadian Court ). The Monitor has commenced these chapter 15 cases (the Cases ) ancillary to the Canadian Proceedings by filing the Verified Petitions for Recognition of Foreign Proceedings and Related Relief (collectively, the Petitions ) with the accompanying documentation required pursuant to sections 1504 and 1515 of title 11 of the United States Code (as amended, the Bankruptcy Code ). In addition, the Monitor has filed with this Court an Ex Parte Motion for Temporary Restraining Order and, after Notice and a Hearing, a Preliminary Injunction, Pursuant to Sections 105(a) and 1519 of the Bankruptcy Code (the Provisional Relief Motion ) seeking the entry of a temporary restraining order staying execution against the assets of the Azure Group and applying sections 365(e) and 362 of the Bankruptcy Code in the Azure Group s Cases on a provisional basis pursuant to sections 1519(a)(1), 1519(a)(3), 1521(a)(7) and 105(a) of the Bankruptcy Code, and the scheduling of a hearing on the Monitor s request for a preliminary injunction extending such relief until such time as an order disposing of the Petitions is entered. The Monitor makes this motion (the Motion ) pursuant to sections 105(a), 1514, and 1515 of the Bankruptcy Code and Rules 1007, 2002, 9007, and 9008 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) for an order in the form annexed hereto as Exhibit 1 (the Proposed Order ) approving the notice of the Petitions in the form annexed hereto as Exhibit 2 (the Notice ), (ii) specifying the manner of service of the Notice, and (iii) scheduling a hearing on the relief sought in the Petitions. In support of the Motion, the Monitor respectfully represents as follows wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 2 of 22

3 JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and section 1501 of the Bankruptcy Code. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(P). 2. Venue is proper in this District pursuant to 28 U.S.C. 1410(1) and 1410(3). BACKGROUND 3. The Court is respectfully referred to the Petitions for a description of the Canadian Proceedings and the Azure Group s activities, business, corporate organization, capital structure, and circumstances leading to the filing of the Cases. RELIEF REQUESTED 4. The Monitor respectfully requests that the Notice be approved by this Court pursuant to Bankruptcy Rules 2002(m) and 9007, and that it be permitted to serve the Notice (i) by United States mail, first-class postage prepaid or by overnight courier upon the United States Trustee for the Eastern District of Michigan, all known creditors and all other parties against whom relief is sought (or their counsel), including any such parties (or counsel) that have addresses outside the United States, in accordance with Bankruptcy Rules 1010 and 7004(a) and (b), and (ii) by publication of the Notice in The Wall Street Journal (National Edition), on or before such date as the Court directs. The Monitor requests that the foregoing be approved as adequate and sufficient form and manner of notice of the Petitions. 5. The Monitor respectfully requests that if any party files a notice of appearance in this case, the Monitor shall serve the Notice and subsequent notices upon such wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 3 of 22

4 party within ten (10) days of the filing of such notice of appearance if such documents have not already been served on such party (or its counsel). 6. The Monitor respectfully requests that the Court also require that objections or responses, if any, to the Petitions must be made pursuant to the Bankruptcy Code, the local rules of the Court, and the Bankruptcy Rules and in writing describing the basis therefore, which objection or response must be filed with the Court electronically and served upon counsel for the Monitor, by no later than 500 p.m. (EDT) on the date that is one week prior to the hearing to consider the Petitions. Notices to counsel for the Monitor should be addressed to Allen & Overy LLP, 1221 Avenue of the Americas, New York, New York 10020, Attention Ken Coleman and Rowena White, and Pepper Hamilton LLP, Suite 1800, 4000 Town Center, Southfield, Michigan (Attn Robert Herzberg). 7. The Monitor respectfully requests that a hearing to consider the Chapter 15 Petitions be scheduled for the earliest time convenient for the parties and for the Court. 8. The Petitions seek recognition of the Azure Group s Canadian Proceedings as foreign main proceedings, or in the alternative, as foreign nonmain proceedings under sections 1517(b)(1) or (2) of the Bankruptcy Code. Although the Monitor believes that the Canadian Proceedings should be granted recognition as foreign main proceedings, the Monitor has in the alternative sought recognition of the proceedings as nonmain and notes that Bankruptcy Rule 1010 requires that on the filing of... a petition for recognition of a foreign nonmain proceeding, the clerk shall forthwith issue a summons for service.... The summons shall be served with a copy of the petition in the manner provided for service of a summons and compliant by Rule 70005(a) or (b). The Monitor believes that its proposed wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 4 of 22

5 method of service is reasonably calculated to notify the creditors required to be notified under the Bankruptcy Rules of the Petitions and any order entered in respect of the Provisional Relief Motion. The Monitor also intends to make all pleadings publicly available on the Court s Electronic Case Filing System available and by request to its counsel, as set forth in the Notice. In addition, compliance with Bankruptcy Rule 1010 is unduly burdensome. The Monitor believes that given the information provided in the Notice, service of a summons is not necessary. Accordingly, the Monitor respectfully requests waiver of the requirement under Bankruptcy Rule 1010 to serve the Petitions and a summons on all of the Azure Group s creditors required to be notified under the Bankruptcy Rules. 9. The Monitor respectfully requests that the Court waive the requirements of section 1514(c) of the Bankruptcy Code, which provides that when a notification of commencement of a case is to be given to foreign creditors, such notification shall (1) indicate the time period for filing proofs of claim and specify the place for filing such proofs of claim; [and] (2) indicate whether secured creditors need to file proofs of claim U.S.C. 1514(c). The claims process for the Azure Group will be established, and ample notice of all relevant bar dates and related requirements will be provided, in the Canadian Proceedings. NOTICE 10. Notice of this Motion has been provided to the Office of the United States Trustee for the Eastern District of Michigan, all relevant state and federal taxing authorities of the Azure Group entities located in the United States, Silicon Valley Bank and its counsel, any other known secured creditors and their counsel and the 20 largest unsecured creditors of the Azure Group. The Monitor submits that no other or further notice need be provided wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 5 of 22

6 WHEREFORE, the Monitor respectfully requests entry of an order in the form of the Proposed Order (i) approving the form and manner of service of the Notice, (ii) waiving the requirements in section 1514(c) of the Bankruptcy Code and Rule 1010 of the Bankruptcy Rules, (iii) setting a hearing on the relief requested in the petitions, and (iv) granting such other and further relief as is appropriate under the circumstances. Dated March 26, 2012 ALLEN & OVERY LLP Ken Coleman Lisa J. P. Kraidin Rowena White 1221 Avenue of the Americas New York, New York Telephone (212) Facsimile (212) ken.coleman@allenovery.com lisa.kraidin@allenovery.com rowena.white@allenovery.com -and- PEPPER HAMILTON LLP /s/ Robert S. Hertzberg Robert S. Hertzberg (P30261) Suite Town Center Southfield, Michigan Telephone (248) Facsimile (248) hertzbergr@pepperlaw.com Attorneys for Ernst & Young Inc., as Monitor and Foreign Representative of the Azure Group wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 6 of 22

7 Exhibit 1 Proposed Form and Manner Order wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 7 of 22

8 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re AZURE DYNAMICS CORPORATION, Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS INC., Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS INCORPORATED, Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS LIMITED, Applicant in Foreign Proceeding. Case No ORDER SPECIFYING FORM AND MANNER OF SERVICE OF NOTICE AND SETTING HEARING ON RELIEF REQUESTED IN CHAPTER 15 PETITIONS Ernst & Young Inc. is the court-appointed monitor (the Monitor ) and authorized foreign representative of Azure Dynamics Corporation, Azure Dynamics Inc., Azure Dynamics Incorporated and Azure Dynamics Limited (together, the Azure Group ) in wsd Doc 10 Filed 03/26/12 1Entered 03/26/ Page 8 of 22

9 proceedings (the Canadian Proceedings ) under Canada s Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36 (as amended, the CCAA ), pending before the Supreme Court of British Columbia. The Monitor has commenced these chapter 15 cases ancillary to the Canadian Proceedings by filing the Verified Petitions for Recognition of Foreign Proceedings and Related Relief (collectively, the Petitions ) with the accompanying documentation required pursuant to sections 1504 and 1515 of title 11 of the United States Code (as amended, the Bankruptcy Code ). In addition, the Monitor has filed an Ex Parte Motion for Temporary Restraining Order and, after Notice and a Hearing, a Preliminary Injunction, Pursuant to Sections 105(a) and 1519 of the Bankruptcy Code (the Provisional Relief Motion ) seeking the entry of a temporary restraining order staying execution against the assets of the Azure Group and applying sections 365(e) and 362 of the Bankruptcy Code in the Azure Group s Cases on a provisional basis pursuant to sections 1519(a)(1), 1519(a)(3), 1521(a)(7) and 105(a) of the Bankruptcy Code, and the scheduling of a hearing on the Monitor s request for a preliminary injunction extending such relief until such time as an order disposing of the Chapter 15 Petitions is entered. By its First Day Motion for Order Specifying Form and Manner of Service of Notice and Setting Hearing on the Relief Sought in the Petitions (the Motion ), the Monitor requested entry of an order pursuant to sections 105(a), 1514, and 1515 of the Bankruptcy Code and Rules 1007, 2002, 9007, and 9008 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) (i) approving the notice of the Petitions (the Notice ), (ii) specifying the manner of service of the Notice, and (iii) scheduling a hearing on the relief sought in the Petitions wsd Doc 10 Filed 03/26/12 2Entered 03/26/ Page 9 of 22

10 NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS ORDERED, that the form of the Notice is hereby approved; and it is further ORDERED, that copies of the Notice shall be served by the Monitor by United States mail, first-class postage prepaid or by overnight courier upon the United States Trustee for the Eastern District of Michigan, all known creditors and all other parties against whom relief is sought (or their counsel), including any such parties (or counsel) that have addresses outside the United States, in accordance with Bankruptcy Rules 1010 and 7004(a) and (b) on or before March, 2012, and (ii) by publication of the Notice in The Wall Street Journal (National Edition) on or before March, 2012; and it is further ORDERED, that if any party files a notice of appearance in this case, the Monitor shall serve the Notice and subsequent notices upon such party within ten (10) days of the filing of such notice of appearance if such documents have not already been served on such party (or its counsel); and it is further ORDERED, that service of the Notice in accordance with this Order is hereby approved as adequate and sufficient notice and service on all interested parties; and it is further ORDERED, that responses or objections to the Petitions must be made pursuant to the Bankruptcy Code, the local rules of this Court, and the Bankruptcy Rules and in writing describing the basis therefore, which objection or response must be filed with this Court electronically and served upon counsel for the Monitor, by no later than, 2012, at.m. (EDT). Notices to counsel for the Monitor should be addressed to Allen & Overy LLP, 1221 Avenue of the Americas, New York, New York 10020, Attention Ken Coleman and Rowena White, and Pepper Hamilton LLP, Suite 1800, 4000 Town Center, Southfield, Michigan 48075, Attention Robert Herzberg; and it is further wsd Doc 10 Filed 03/26/12 3Entered 03/26/ Page 10 of 22

11 ORDERED, that a hearing on the Petitions is scheduled for, 2012, at.m. (EDT); and it is further ORDERED, that all notice requirements specified in section 1514(c) of the Bankruptcy Code are hereby waived; and it is further ORDERED, that the requirement pertaining to service of the petition and summons specified in Bankruptcy Rule 1010 is hereby waived wsd Doc 10 Filed 03/26/12 4Entered 03/26/ Page 11 of 22

12 Exhibit 2 Notice of Motion and Opportunity to Object wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 12 of 22

13 IN THE UNITED BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re AZURE DYNAMICS CORPORATION, Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS INC., Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS INCORPORATED, Applicant in Foreign Proceeding. Case No In re AZURE DYNAMICS LIMITED, Applicant in Foreign Proceeding. Case No NOTICE OF (A) FILING AND HEARING ON PETITIONS SEEKING RECOGNITION OF FOREIGN PROCEEDINGS PURSUANT TO CHAPTER 15 OF THE UNITED STATES BANKRUPTCY CODE, (B) ENTRY OF TEMPORARY RESTRAINING ORDER GRANTING PROVISIONAL RELIEF IN AID OF CANADIAN PROCEEDINGS AND (C) HEARING ON MOTION FOR PRELIMINARY INJUNCTION PLEASE TAKE NOTICE that on March 26, 2012, Ernst & Young Inc, the court-appointed monitor (the Monitor ) and authorized foreign representative of Azure Dynamics Corporation, Azure Dynamics Inc., Azure Dynamics Incorporated and Azure Dynamics Limited (collectively, the Azure Group ) in proceedings (the Canadian Proceedings ) under Canada s Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, pending before the Supreme Court of British Columbia, filed wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 13 of 22

14 petitions (the Petitions ) in the United States Bankruptcy Court for the Eastern District of Michigan (the Bankruptcy Court ) under chapter 15 of title 11 of the United States Code (the Bankruptcy Code ) commencing cases ancillary to the Canadian Proceedings and seeking recognition of such foreign proceedings as foreign main proceedings, or, in the alternative, foreign non-main proceedings, and relief in aid thereof. PLEASE TAKE FURTHER NOTICE that on March 26, 2012 the Monitor filed with the Bankruptcy Court an Ex Parte Motion for Temporary Restraining Order and, after Notice and a Hearing, a Preliminary Injunction, Pursuant to Sections 105(a) and 1519 of the Bankruptcy Code (the Provisional Relief Motion ). PLEASE TAKE FURTHER NOTICE that on March, 2012, the Bankruptcy Court entered a Temporary Restraining Order (the TRO ) granting the Monitor provisional relief under sections 1519(a)(1), 1519(a)(3), 1521(a)(7) and 105(a) of the Bankruptcy Code staying execution against the assets of the Azure Group and applying sections 365(e) and 362 of the Bankruptcy Code in the Azure Group s Cases on a provisional basis pending a hearing on the monitor s request for a preliminary injunction extending such relief until such time as an order disposing of the Petitions is entered. PLEASE TAKE FURTHER NOTICE that on March, 2012, the Bankruptcy Court entered an Order for Joint Administration of the Azure Group s chapter 15 cases under Case No PLEASE TAKE FURTHER NOTICE that a hearing has been scheduled for, 2012 at.m. (EDT) before the Honorable in Courtroom, 211 West Fort Street, Detroit, Michigan, to consider the Monitor s application for entry of a preliminary injunction pursuant to the Provisional Relief Motion, staying execution against the assets of the Azure Group and applying sections 365(e) and 362 of the Bankruptcy Code until such time as an order disposing of the Petitions has been entered (the Preliminary Injunction Hearing ). PLEASE TAKE FURTHER NOTICE that a hearing has been scheduled for, 2012 at.m. (EDT) before the Honorable in Courtroom, 211 West Fort Street, Detroit, Michigan, to consider the Petitions and any objections or responses thereto (the Recognition Hearing ). PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Provisional Relief Motion must be made in writing describing the basis therefore and filed with the Bankruptcy Court electronically through the Bankruptcy Court s electronic case filing system in accordance with the Local Rules of the Bankruptcy Court, and served upon Allen & Overy LLP, 1221 Avenue of the Americas, New York, NY (Attention Ken Coleman and Rowena White) and Pepper Hamilton LLP, Suite 1800, 4000 Town Center, Southfield, Michigan (Attn Robert Herzberg), counsel for the Monitor. Such objections or responses must be received no later than, 2012 at.m. (EDT). The Local Rules of the Bankruptcy Court may be accessed at http// PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Petitions must be made in writing describing the basis therefore and filed with the Bankruptcy Court electronically through the Bankruptcy Court s electronic case filing system in accordance with the Local Rules of the Bankruptcy Court, and served upon Allen & Overy LLP, 1221 Avenue of the Americas, New York, NY (Attention Ken Coleman and Rowena White) and Pepper Hamilton LLP, Suite 1800, 4000 Town Center, Southfield, Michigan (Attn Robert Herzberg), counsel for the Monitor. Such objections or responses must be received no later than, 2012 at.m. (EDT) wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 14 of 22

15 PLEASE TAKE FURTHER NOTICE that if no response or objection is timely filed and served as provided above, the Bankruptcy Court may grant the recognition and relief requested by the Monitor without further notice or hearing. PLEASE TAKE FURTHER NOTICE that the Recognition Hearing and the Preliminary Injunction Hearing may be adjourned from time to time without further notice other than an announcement in open court at the Recognition Hearing or the Preliminary Injunction Hearing of the adjourned date or dates or any further adjourned hearing. PLEASE TAKE FURTHER NOTICE that no time period or place for the filing of proofs of claim has been established and secured creditors need not file proofs of claim at this time. Copies of the Petitions, the Provisional Relief Motion and other filings in these cases are presently available on the Bankruptcy Court s Electronic Case Filing System, which can be accessed from the Bankruptcy Court s website at https//ecf.mieb.uscourts.gov/ (a PACER login and a password are required to retrieve a document), and/or upon written request to the Monitor s counsel addressed to Allen & Overy LLP 1221 Avenue of the Americas New York, New York Telephone (212) Facsimile (212) Attention Joseph Badtke-Berkow joseph.badtke-berkow@allenovery.com [Intentionally left blank] wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 15 of 22

16 Dated March, 2012 ALLEN & OVERY LLP Ken Coleman Lisa J. P. Kraidin Rowena White 1221 Avenue of the Americas New York, New York Telephone (212) Facsimile (212) and- PEPPER HAMILTON LLP /s/ Robert S. Hertzberg (P30261) Suite Town Center Southfield, Michigan Telephone (248) Facsimile (248) Attorneys for Ernst & Young Inc., as Monitor and Foreign Representative of the Azure Group wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 16 of 22

17 Exhibit 3 Required Brief Not Applicable wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 17 of 22

18 Exhibit Certificate of Service wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 18 of 22

19 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK SOUTHERN DIVISION In re AZURE DYNAMICS CORPORATION, Applicant in Foreign Proceeding. In re AZURE DYNAMICS INC., Applicant in Foreign Proceeding. In re AZURE DYNAMICS INCORPORATED, Applicant in Foreign Proceeding. In re AZURE DYNAMICS LIMITED, Applicant in Foreign Proceeding. Case No Case No Case No Case No CERTIFICATE OF SERVICE The Azure Group has engaged GCG, Inc. ( GCG ) to act as its noticing agent in the Cases. GCG will serve this Motion as provided for in the Motion and file a subsequent proof of service with the Court after it has performed the service wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 19 of 22

20 Dated March 26, 2012 ALLEN & OVERY LLP Ken Coleman Lisa J. P. Kraidin Rowena White 1221 Avenue of the Americas New York, New York Telephone (212) Facsimile (212) and- PEPPER HAMILTON LLP /s/ Robert S. Hertzberg Robert S. Hertzberg (P30261) Suite Town Center Southfield, Michigan Telephone (248) Facsimile (248) Attorneys for Ernst & Young Inc., as Monitor and Foreign Representative of the Azure Group wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 20 of 22

21 Exhibit 5 Affidavits Not Applicable wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 21 of 22

22 Exhibit 6 Documentary Exhibits Not Applicable wsd Doc 10 Filed 03/26/12 Entered 03/26/ Page 22 of 22

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