10000000173

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
Jointly Administered
DEBTORS APPLICATION PURSUANT TO 11 U.S.C. 327 AND 328, FED.
R. BANKR. P. 2014 AND 2016 AND DEL. BANKR. L.R. 2014-1 AND 2016-1
FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT
OF ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT
BANKER FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian
subsidiaries (collectively, the Debtors) respectfully submit this application (this
Application) for entry of an order (i) pursuant to 327(a) and 328(a) of title 11 of the United
States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 2014(a) and 2016 of the
Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2014-1 and 2016-
1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the Local Rules), authorizing the employment and
retention of Rothschild Inc. (Rothschild) as financial advisor and investment banker to the
Debtors, nunc pro tunc to the Petition Date (as defined below), and (ii) waiving certain
requirements under Local Rule 2016-2 in connection therewith. In support of this Application,

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The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

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the Debtors rely on and incorporate by reference the declaration of Todd R. Snyder, Executive
Vice Chairman of North American GFA / Co-Chair of the North American Debt Advisory and
Restructuring Group of Rothschild (the Snyder Declaration), which is attached hereto as
Exhibit A. In further support of this Application, the Debtors respectfully state as follows:
JURISDICTION AND VENUE
1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.
1334. Consideration of this Application is a core proceeding pursuant to 28 U.S.C. 157(b).
Venue of this proceeding is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.
BACKGROUND
2. On May 17, 2012, involuntary petitions were filed against Allied Holdings and its
subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under the Bankruptcy Code in this
Bankruptcy Court (the Court). On June 10, 2012, the remaining Debtors filed voluntary
petitions in this Court and, in connection therewith, Allied Holdings and Allied Systems
consented to the involuntary petitions filed against them. The Petition Date of such Debtor is
the date that such involuntary petition or voluntary petition was filed by or against such Debtor.
The chapter 11 cases commenced thereby are, collectively, the Chapter 11 Cases.
3. The Debtors are authorized to operate their businesses as debtors-in-possession
pursuant to 1107 and 1108 of the Bankruptcy Code. An official committee of unsecured
creditors was appointed by the Office of the United States Trustee on June 19, 2012.
4. The Debtors major line of business, known in the industry as car haul, is the
transport of light vehicles, such as automobiles, sport-utility vehicles and light trucks, from
manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships
in the United States and Canada by means of tractor trailers referred to as Rigs. The Debtors

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smaller line of business is logistics, which includes arranging for and managing vehicle
distributions services, automobile inspections, auction and yard management services, vehicle
tracking, accessorizing, and dealer preparation services for the automobile industry in the United
States and Canada, and providing yard management services in Mexico.
ROTHSCHILDS QUALIFICATIONS
5. The Debtors seek to retain Rothschild as their financial advisor and investment
banker because, among other things, Rothschild has extensive experience and an excellent
reputation in providing high quality investment banking services to debtors and creditors in
bankruptcy reorganizations and other restructurings.
6. Rothschild is a member of one of the worlds leading independent investment
banking groups, with more than forty offices in more than thirty countries. Rothschild has
expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital
raises and other financial advisory and investment banking services, and particular experience in
providing high-quality financial advice to financially troubled companies. Rothschild is an
experienced bankruptcy and restructuring advisor to debtors, bondholders, creditors committees,
single creditor classes and secured creditors in a variety of industries. Rothschild is highly
qualified to advise on strategic alternatives and its professionals have extensive experience in
deals involving complex financial and operating restructurings. Moreover, Rothschild is a
member of the Financial Industry Regulatory Authority and the Securities Investor Protection
Corporation.
7. Rothschild and its professionals have extensive experience working with
financially troubled companies in the transportation sector and other sectors in complex financial
restructurings, both out of court and in chapter 11 cases. Rothschilds business reorganization

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professionals have served as financial and strategic advisors in numerous cases, including,
among others: In re Global Aviation Holdings Inc., Case No. 12-40783 (CEC) (Bankr. E.D.N.Y.
Mar. 22, 2012); In re AMR Corporation, Case No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 2,
2012); In re Filenes Basement, LLC, Case No. 11-13511 (KJC) (Bankr. D. Del. Feb. 8, 2012);
In re Coach Am Group Holdings Corp., Case No. 12-10010 (KG) (Bankr. D. Del. Jan. 27, 2012);
In re Nassau Broadcasting Partners, L.P., Case No. 11-12934 (KG) (Bankr. D. Del. Nov. 21,
2011); In re Inner City Media Corporation, Case No. 13967 (SCC) (Bankr. S.D.N.Y. Nov. 18,
2011); In re Nebraska Book Company, Inc., Case No. 11-12005 (PJW) (Bankr. D. Del. Aug. 10,
2011); In re DSI Holdings, Inc., Case No. 11-11941 (KJC) (Bankr. D. Del. July 19, 2011); In re
Sbarro, Inc., Case No. 11-11527 (SCC) (Bankr. S.D.N.Y. May 4, 2011); In re Harry & David
Holdings, Inc., Case No. 11-10884 (MFW) (Bankr. D. Del. Apr. 27, 2011); In re Blockbuster
Inc., Case No. 10-14997 (BRL) (Bankr. S.D.N.Y. Nov. 2, 2010); In re Penton Business Media
Holdings, Inc., Case No. 10-10689 (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re Affiliated Media
Inc., Case No. 10-10202 (KJC) (Bankr. D. Del. Mar. 3, 2010); In re Trident Resources Corp.,
Case No. 09-13150 (MFW) (Bankr. D. Del. Jan. 28, 2010); In re FairPoint Commcns, Inc.,
Case No. 09-16335 (BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re MIG, Inc., Case No. 09-12118
(KG) (Bankr. D. Del. Sept. 4, 2009); In re Sea Launch Co., LLC, Case No. 09-12153 (BLS)
(Bankr. D. Del. Aug. 20, 2009); In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del.
July 1, 2009); In re Sun-Times Media Group, Inc., Case No. 09-11092 (CSS) (Bankr. D. Del.
May 12, 2009); In re Tronox Inc., Case No. 09-10156 (ALG) (Bankr. S.D.N.Y. Jan. 12, 2009);
In re PPI Holdings, Inc., Case No. 08-13289 (KG) (Bankr. D. Del. Feb. 4, 2009); In re Recycled
Paper Greetings Inc., Case No. 09-10002 (KG) (Bankr. D. Del. Jan. 23, 2009); In re Milacron
Inc., Case No. 09-11235 (JVA) (Bankr. S.D. Ohio Apr. 6, 2009); In re Circuit City Stores, Inc.,

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Case No. 08-35653 (KRH) (Bankr. E.D. Va. Jan. 9, 2009); In re VeraSun Energy Corp., Case
No. 08-12606 (BLS) (Bankr. D. Del. Jan. 6, 2009); In re Motor Coach Industries Intl, Inc., Case
No. 08-12136 (BLS) (Bankr. D. Del. Oct. 17, 2008); In re BHM Technologies Holdings, Case
No. 08-04413 (SWD) (Bankr. W.D. Mich. July 25, 2008); In re Hilex Poly Co. LLC, Case No.
08-10890 (KJC) (Bankr. D. Del. May 30, 2008); In re Werner Holding Co. (DE), Inc., Case No.
06-10578 (KJC) (Bankr. D. Del. Aug. 14, 2006) In re Delphi Corp., Case No. 05-44481 (RDD)
(Bankr. S.D.N.Y. Nov. 30, 2005); In re Northwest Airlines Corp., Case No. 05-17930 (ALG)
(Bankr. S.D.N.Y. Sept. 14, 2005); In re Solutia Inc., Case No. 03-17949 (PCB) (Bankr. S.D.N.Y.
May 14, 2004); In re Int'l Wire, Case No. 04-11991 (BRL) (Bankr. S.D.N.Y. July 1, 2004); In re
New World Pasta Co., Case No. 04-02817 (MDF) (Bankr. M.D. Pa. June 18, 2004); In re James
River Coal Co., Case No. 03-04095 (MFH) (Bankr. M.D. Tenn. May 23, 2003); In re Superior
TeleCom Inc., et al., Case No. 03-10607 (KJC) (Bankr. D. Del. Apr. 10, 2003); In re WestPoint
Stevens, Inc., Case No. 03-13532 (RDD) (Bankr. S.D.N.Y. June 3, 2003); In re UAL Corp., Case
No. 02-48191 (ERW) (Bankr. N.D. Ill. Dec. 9, 2002); In re Viasystems Group, Inc., Case No.
02-14867 (ALG) (Bankr. S.D.N.Y. Nov. 21, 2002); and In re Guilford Mills, Inc., Case No. 02-
40667 (BRL) (Bankr. S.D.N.Y. June 26, 2002).
8. The resources, capabilities and experience of Rothschild in advising the Debtors
are crucial to the Debtors chapter 11 strategy. A financial advisor and investment banker with a
deep bench of experience, such as Rothschild, fulfills a critical need that complements the
services offered by the Debtors other restructuring professionals. The Debtors require the
services of a capable and experienced financial advisor and investment banker such as
Rothschild.

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SERVICES AND COMPENSATION
A. Scope of Services
9. The Debtors and Rothschild have entered into an agreement (the Engagement
Letter), attached as Exhibit B hereto, which governs the relationship between the Debtors and
Rothschild. The terms and conditions of the Engagement Letter were negotiated between the
Debtors and Rothschild and reflect the parties mutual agreement as to the substantial efforts that
will be required in this engagement. Under the Engagement Letter, in consideration for the
compensation contemplated thereby, Rothschild has agreed to provide the following services:
(collectively, the Services):
(a) identify and/or initiate potential Transactions;
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(b) review and analyze the Debtors financial strategies;
(c) review and analyze the business plans and financial projections prepared by
the Debtors including, but not limited to, testing assumptions and comparing
those assumptions to historical Debtor and industry trends;
(d) evaluate the Debtors debt capacity in light of its projected cash flows and
assist in the determination of an appropriate capital structure for the Debtors;
(e) assist the Debtors and its other professionals in reviewing the terms of any
proposed Transaction, in responding thereto and, if directed, in evaluating
alternative proposals for a Transaction, whether in connection with a Plan or
otherwise;
(f) determine a range of values for the Debtors and any securities that the Debtors
offer or propose to offer in connection with a Transaction;
(g) advise the Debtors on the risks and benefits of considering a Transaction with
respect to the Debtors intermediate and long-term business prospects and
strategic alternatives to maximize the business enterprise value of the Debtors,
whether pursuant to a Plan or otherwise;
(h) review and analyze any proposals the Debtors receive from third parties in

2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the
Engagement Letter. The summaries of the Engagement Letter contained herein are provided for purposes of
convenience only. In the event of any inconsistency between the summaries contained herein and the Engagement
Letter, the Engagement Letter shall control.

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connection with a Transaction;
(i) solicit and advise the Debtors with respect to any proposals for debtor-in-
possession financing, as appropriate;
(j) assist or participate in negotiations with the parties in interest, including,
without limitation, any current or prospective creditors of, holders of equity
in, or claimants against the Debtors and/or their respective representatives in
(k) advise the Debtors with respect to, and attend, meetings of the Debtors
Boards of Directors, creditor groups, official constituencies and other
interested parties, as necessary;
(l) if requested by the Debtors, participate in hearings before the Court and
provide relevant testimony with respect to the matters described herein and
issues arising in connection with any proposed Plan; and
(m) render (but only to the extent permitted by further orders of this Court) such
other financial advisory and investment banking services as may be agreed
upon by Rothschild and the Debtors.
10. The Services are necessary to enable the Debtors to maximize the value of their
estates. The Debtors believe that the Services will not duplicate the services that other
professionals will be providing to the Debtors in these Chapter 11 Cases. Specifically,
Rothschild will carry out unique functions and will use reasonable efforts to coordinate with the
Debtors other retained professionals to avoid the unnecessary duplication of services.
B. Professional Compensation and Fee Applications
11. In consideration of the Services to be provided by Rothschild, and as more fully
described in the Engagement Letter, subject to the Courts approval, the Debtors have agreed to
pay and reimburse Rothschild, in summary, as follows (the Fee and Expense Structure):
(a) Monthly Fee: Commencing as of June 3, 2012, whether or not a Transaction
is proposed or consummated, a fee of $150,000 per month.
(b) Completion Fee: A fee equal to one of the following: (i) $1,750,000, payable
in cash immediately upon the earlier of the closing or consummation of the
sale, transfer or other disposition to a buyer identified in the Engagement
Letter or its affiliates of at least a majority of the Debtors equity interests
(calculated on a voting or economic basis) or assets pursuant to 363 of the

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Bankruptcy Code or otherwise pursuant to a Plan; (ii) $2,000,000, payable in
cash immediately upon the earlier of (x) the consummation of a Plan that is
confirmed at an uncontested confirmation hearing and (y) the closing of a
sale, transfer or other disposition of at least a majority of the Debtors equity
interests (calculated on a voting or economic basis) or assets to any of the
Debtors first lien lenders pursuant to 363 of the Bankruptcy Code so long as
any such transaction under 363 of the Bankruptcy Code is affirmatively
supported by more than 50% in principal amount of claims held by the
Debtors first lien lenders; or (iii) if the Completion Fee is not earned pursuant
to either clause (i) or (ii) above, $2,500,000, payable in cash immediately
upon the earlier of the closing or consummation, as applicable, of a Plan or
other Transaction not described in either clause (i) or (ii) above.
(c) New Capital Fee: A fee equal to (i) 1.0% of the face amount of any senior
secured debt raised, other than any debtor-in-possession financing; (ii) 2.0%
of the face amount of any junior secured debt raised other than any debtor-in-
possession financing; (iii) 3.0% of the face amount of any senior or
subordinated unsecured debt raised and (iv) 4.0% of any equity capital, or
capital convertible into equity, raised, including, without limitation, equity
underlying any warrants, purchase rights and similar contingent equity
securities (each, a New Capital Raise). For the avoidance of doubt, the
term raised will include the amount committed or otherwise made available
to the Debtors whether or not such amount (or any portion thereof) is drawn
down at closing or is ever drawn down and whether or not such amount (or
any portion thereof) is used to refinance existing obligations of the Debtors.
A New Capital Fee is payable only to the extent that the New Capital Raise is
from a source that is outside of the Debtors current capital structure,
including, without limitation, the Debtors current shareholders, creditors or
customers.
(d) Credit: Fifty percent (50%) of Monthly Fees paid in excess of $450,000 will
be credited against the Completion Fee, up to the amount of the Completion
Fee.
(e) Expenses: In addition to the fees described above, the Debtors will reimburse
Rothschild for its reasonable expenses incurred in connection with the
performance of its engagement hereunder and the enforcement of the
Engagement Letter, including without limitation the reasonable fees,
disbursements and other charges of Rothschilds counsel (without the
requirement that the retention of such counsel be approved by the Bankruptcy
Court). Reasonable expenses will also include, but not be limited to, expenses
incurred in connection with travel and lodging, data processing and
communication charges, research and courier services.
12. Rothschild will seek compensation and reimbursement of expenses, as specified
in the Engagement Letter, with the payment of such fees and expenses to be approved in

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accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules and the guidelines established by the U.S. Trustee and any applicable orders of this
Court. Pursuant to 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local
Rules, Rothschild will apply to the Court for the interim and final allowance of compensation
and reimbursement of expenses in accordance with any order of this Court approving procedures
for interim compensation and reimbursement of expenses, and shall file a final fee application as
required by the Local Rules and any order of this Court.
C. Reasonableness of Fee and Expense Structure
13. The Debtors believe that the Fee and Expense Structure is comparable to those
generally charged by financial advisors and investment bankers of similar stature to Rothschild
for comparable engagements, both in and out of bankruptcy proceedings, and reflects a balance
between a fixed, monthly fee and a contingency amount, which are tied to the consummation and
closing of the transactions and services contemplated by the Debtors and Rothschild in the
Engagement Letter.
14. The Fee and Expense Structure summarized above and described fully in the
Engagement Letter is consistent with Rothschilds normal and customary billing practices for
comparably sized and complex cases and transactions, both in and out-of-court, involving the
Services to be provided in connection with these Chapter 11 Cases. Moreover, the Fee and
Expense Structure is consistent with and typical of arrangements entered into by Rothschild and
other financial advisors and investment banks in connection with the rendering of comparable
services to clients such as the Debtors. Rothschild and the Debtors believe that the Fee Structure
is both reasonable and market-based.
15. To induce Rothschild to represent the Debtors, the Fee and Expense Structure was
established to reflect the difficulty of the extensive assignments Rothschild has undertaken and

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expects to undertake and to account for any potential for an unfavorable outcome resulting from
factors outside of Rothschilds control.
16. The Debtors and Rothschild negotiated the Fee and Expense Structure to function
as an interrelated, integrated unit, in correspondence with Rothschilds Services, which
Rothschild renders not in parts, but as a whole. It would be contrary to the intention of
Rothschild and the Debtors for any isolated component of the Fee and Expense Structure to be
treated as sufficient consideration for any isolated portion of Rothschilds Services. Instead, the
Debtors and Rothschild intend that Rothschilds Services be considered as a whole that is to be
compensated by the Fee and Expense Structure in its entirety.
17. Rothschilds restructuring and transportation sector expertise, as well as its capital
markets knowledge, financing skills and mergers and acquisitions expertise, some or all of which
may be required by the Debtors during the term of Rothschilds engagement hereunder, were
important factors in determining the Fee and Expense Structure. The ultimate benefit to the
Debtors derived from the Services provided by Rothschild hereunder cannot be measured by a
reference to the number of hours expended by Rothschilds professionals.
18. The Fee and Expense Structure has been agreed upon in anticipation that a
substantial commitment of professional time and effort will be required of Rothschild and its
professionals and in light of the fact that (i) such commitment may foreclose other opportunities
for Rothschild and (ii) the actual time and commitment required of Rothschild and its
professionals to perform its Services may vary substantially from week to week and month to
month, creating peak load issues for Rothschild.
19. In light of the foregoing and given the numerous issues that Rothschild may be
required to address in the performance of its Services hereunder, Rothschilds commitment to the

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variable level of time and effort necessary to address all such issues as they arise, and the market
prices for Rothschilds services for engagements of this nature both in the in and out-of-court
contexts, the Debtors believe that the Fee and Expense Structure is fair, reasonable and market-
based under the standards set forth in 328(a) of the Bankruptcy Code.
D. Record Keeping and Applications for Compensation
20. It is not the general practice of financial advisory and investment banking firms,
including Rothschild, to keep detailed time records similar to those customarily kept by attorneys
and required by Local Rule 2016-2(d). Because Rothschild does not ordinarily maintain
contemporaneous time records in tenth-hour (.10) increments or provide or conform to a
schedule of hourly rates for its professionals, pursuant to Local Rule 2016-2(g), Rothschild
should be excused from compliance with such information requirements set forth in Local Rule
2016-2(d). Rothschild should be required to maintain time records in half-hour (0.50)
increments, not decimal hours, setting forth, in a summary format, a description of the services
rendered by each professional and the amount of time spent on each date by each such individual
in rendering Services on behalf of the Debtors.
21. Rothschild will also maintain detailed records of any actual and necessary costs
and expenses incurred in connection with the aforementioned Services. Rothschilds
applications for compensation and expenses will be paid by the Debtors pursuant to the terms of
the Engagement Letter, in accordance with Local Rule 2016-2(e) and any procedures established
by the Court.
E. Indemnification Provisions
22. Pursuant to Exhibit A to the Engagement Letter, the Debtors have agreed, among
other things, to indemnify, hold harmless and provide contribution and reimbursement to
Rothschild and its affiliates, counsel and other professional advisors, and the respective directors,

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officers, controlling persons, agents and employees of each of the foregoing under certain
circumstances.
23. The Debtors and Rothschild believe that the indemnification provisions contained
in Exhibit A to the Engagement Letter are customary and reasonable for financial advisory and
investment banking engagements, both in and out of court, and reflect the qualifications and
limitations on indemnification provisions that are customary in this district and other
jurisdictions. See, e.g., In re Penton Business Media Holdings, Inc., Case No. 10-10689 (AJG)
(Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commcns, Inc., Case No. 09-16335 (BRL)
(Bankr. S.D.N.Y. Jan 11, 2010); In re New Century TRS Holdings, Inc., Case No. 07-10416
(KJC) (Bankr. D. Del. Apr. 26, 2007); In re Oakwood Homes Corp., Case No. 02-13396 (PJW)
(Bankr. D. Del. Jul. 21, 2003).
24. The terms and conditions of the Engagement Letter were negotiated by the
Debtors and Rothschild at arms length and in good faith. The Debtors respectfully submit that
the indemnification, contribution, exculpation, reimbursement and other provisions contained in
Exhibit A to the Engagement Letter, viewed in conjunction with the other terms of Rothschilds
proposed retention, are reasonable and in the best interests of the Debtors, their estates and
creditors in light of the fact that the Debtors require Rothschilds Services to successfully
reorganize.
BASIS FOR RELIEF
25. The Debtors seek authority to employ and retain Rothschild as their financial
advisor and investment banker under 327 of the Bankruptcy Code, which provides that a debtor
is authorized to employ professional persons that do not hold or represent an interest adverse to
the estate, and that are disinterested persons, to represent or assist the [Debtors] in carrying out
their duties under this title. 11 U.S.C. 327(a). Section 1107(b) of the Bankruptcy Code

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elaborates upon 101(14) and 327(a) of the Bankruptcy Code in cases under chapter 11 of the
Bankruptcy Code and provides that a person is not disqualified for employment under 327 of
[the Bankruptcy Code] by a debtor in possession solely because of such persons employment by
or representation of the debtor before the commencement of the case. 11 U.S.C. 1107(b).
26. In addition, the Debtors seek approval of the Engagement Letter (including,
without limitation, the Fee Structure and the indemnification provisions in Exhibit A) pursuant to
328(a) of the Bankruptcy Code, which provides, in relevant part, that the Debtors with the
courts approval, may employ or authorize the employment of a professional person under
section 327. . . on any reasonable terms and conditions of employment, including on a retainer,
on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. . . . 11
U.S.C. 328(a). Section 328 of the Bankruptcy Code permits the compensation of
professionals, including financial advisors and investment bankers, on more flexible terms that
reflect the nature of their services and market conditions. As the United States Court of Appeals
for the Fifth Circuit recognized in Donaldson Lufkin & Jenrett Sec. Corp. v. Natl Gypsum Co.
(In re Natl Gypsum Co.), 123 F.3d 861 (5th Cir. 1997):
Prior to 1978 the most able professionals were often unwilling to
work for bankruptcy estates where their compensation would be
subject to the uncertainties of what a judge thought the work was
worth after it had been done. That uncertainty continues under the
present 330 of the Bankruptcy Code, which provides that the court
award to professional consultants reasonable compensation based
on relevant factors of time and comparable costs, etc. Under present
328 the professional may avoid that uncertainty by obtaining court
approval of compensation agreed to with the trustee (or debtor or
committee).
Id. at 862 (citations omitted), cited in Riker, Danzig, Scherer, Hyland & Perretti LLP v. Official
Comm. of Unsecured Creditors (In re Smart World Techs. LLC), 83 B.R. 869, 874 (S.D.N.Y.
2008). Owing to this inherent uncertainty, courts have approved similar arrangements that

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contain reasonable terms and conditions under 328 of the Bankruptcy Code. See, e.g., In re
U.S. Airways, Inc., 02-83984 (SJM) (Bankr. E.D. Va. Aug. 12, 2002); see also In re J.L. French
Auto. Castings, Inc., Case No. 06-10119 (MFW) (Bankr. D. Del. March 24, 2006).
27. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 amended 328(a) of the Bankruptcy Code, which now provides as follows:
The trustee, or a committee appointed under section 1102 of this
title, with the courts approval, may employ or authorize the
employment of a professional person under section 327 or 1103 of
this title, as the case may be, on any reasonable terms and conditions
of employment, including on a retainer, on an hourly basis, on a
fixed or percentage fee basis, or on a contingent fee basis.
11 U.S.C. 328(a) (amendment emphasized). This change makes clear that the Debtors are able
to retain a professional on a fixed or percentage fee basis, such as the Fee Structure, with
bankruptcy court approval.
28. The Engagement Letter appropriately reflects (i) the nature and scope of services
to be provided by Rothschild, (ii) Rothschilds substantial experience with respect to financial
advisory and investment banking services and (iii) the fee structures typically utilized by
Rothschild and other leading financial advisors and investment bankers that do not bill their
clients on an hourly basis.
29. Similar fixed and contingency fee arrangements have been approved and
implemented by courts in other large chapter 11 cases. See, e.g., In re DSI Holdings, Inc., Case
No. 11-11941 (KJC) (Bankr. D. Del. July 19, 2011); In re Penton Business Media Holdings, Inc.,
Case No. 10-10689 (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re FairPoint Commcns, Inc.,
Case No. 09-16335 (BRL) (Bankr. S.D.N.Y. Jan 11, 2010); In re New Century TRS Holdings,
Inc., Case No. 07-10416 (KJC) (Bankr. D. Del. Apr. 26, 2007). Accordingly, the Debtors
believe that Rothschilds retention on the terms and conditions proposed herein is appropriate.

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ROTHSCHILDS DISINTERESTEDNESS
30. To the best of the Debtors knowledge and except to the extent disclosed herein
and in the Snyder Declaration: (i) Rothschild is a disinterested person within the meaning of
101(14) of the Bankruptcy Code, as required by 327(a) of the Bankruptcy Code and does not
hold or represent an interest materially adverse to the Debtors estates; and (ii) Rothschild has no
connection to the Debtors, their creditors or other parties in interest in these Chapter 11 Cases.
31. As set forth in further detail in the Snyder Declaration, Rothschild has certain
connections with creditors, equity security holders and other parties in interest in these Chapter
11 Cases. All of these matters, however, are unrelated to these Chapter 11 Cases. Rothschild
does not believe that any of these matters represent an interest materially adverse to the Debtors
estates or otherwise create a conflict of interest regarding the Debtors or these Chapter 11 Cases.
32. To the extent that any new relevant facts or relationships bearing on the matters
described herein during the period of Rothschilds retention are discovered or arise, Rothschild
will use reasonable efforts to file promptly a supplemental declaration, as required by
Bankruptcy Rule 2014(a).
NOTICE
33. Notice of this Application has been provided via facsimile, overnight delivery
service, electronic transmission or same-day messenger service to: (i) the Office of the United
States Trustee for the District of Delaware; (ii) counsel for the agent for the Debtors debtor-in-
possession lenders; (iii) counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO
2005-1 Adviser L.L.C., Spectrum Investment Partners LP and The CIT Group/Business Credit,
Inc., each of which is a lender under the Debtors first lien credit agreement; (iv) counsel for The
Bank of New York Mellon, in its capacity as administrative agent and collateral agent under the
Debtors' second lien credit agreement; (v) the Debtors' twenty (20) largest unsecured creditors
li sted in the Debtors' consolidated list of creditors (excluding insiders); and (vi) all other persons
requesting notices.
NO PRIOR REQUEST
34. No prior application for the relief requested herein has been made to this or any
other court.
WHEREFORE, the Debtors respectfully request that the Court enter the proposed order
attached hereto as Exhibit C, authorizing the employment and retention of Rothschild as
financial advisor and investment banker pursuant to the terms of the Engagement Letter nunc pro
tunc to the Petition Date, and grant such other and further relief as the Court may deem just and
proper.
Dated: June li, 2012.
ALLIED SYSTEMS HOLDINGS, INC.,
for and on behalf of itself and its affiliated Debtors
B y : ~ -7?- G...-.2 ___ _
John F. Blount
Vice President, Chief Administrative Officer,
General Counsel
16

RLF1 6202773v. 1

In re:
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
(Jointly Administered)

Hearing Date: August 28, 2012 at 11:00 a.m. (EDT)
Objection Deadline: July 12, 2012 at 4:00 p.m. (EDT)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on June 28, 2012, the above-captioned debtors
(collectively, the Debtors) filed the Debtors Application Pursuant to 11 U.S.C. 327 and
328, Fed. R. Bankr. P. 2014 and 2016 and Del. Bankr. L.R. 2014-1 and 2016-1 for an Order
Authorizing the Retention and Employment of Rothschild Inc. as Financial Advisor and
Investment Banker for the Debtors Nunc Pro Tunc to the Petition Date (the Application)
with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court).
PLEASE TAKE FURTHER NOTICE that any responses or objections to the
Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market
Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the
undersigned proposed counsel for the Debtors on or before July 12, 2012 at 4:00 p.m. (Eastern
Daylight Time).

1

2
RLF1 6202773v. 1
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,
if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy
Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor,
Courtroom 6, Wilmington, Delaware 19801 on August 28, 2012 at 11:00 a.m. (Eastern
Daylight Time).
IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED,
SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY
COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT
FURTHER NOTICE OR HEARING.

3
RLF1 6202773v. 1
Dated: June 28, 2012
Wilmington, Delaware
/s/ Marisa A. Terranova
Mark D. Collins (No. 2981)
Christopher M. Samis (No. 4909)
Andrew C. Irgens (No. 5193)
Marisa A. Terranova (No. 5396)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone No.: (302) 651-7700
Facsimile No.: (302) 651-7701
Email: collins@rlf.com
samis@rlf.com
irgens@rlf.com
terranova@rlf.com

-and-

Jeffrey W. Kelley (GA Bar No. 412296)
Ezra H. Cohen (GA Bar No. 173800)
Carolyn P. Richter (GA Bar No. 574097)
Matthew R. Brooks (GA Bar No. 378018)
Benjamin R. Carlsen (GA Bar No. 940614)
TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308-2216
Telephone No.: (404) 885-3000
Facsimile No.: (404) 885-3900
Email: jeffrey.kelley@troutmansanders.com
ezra.cohen@troutmansanders.com
carolyn.richter@troutmansanders.com
matthew.brooks@troutmansanders.com
benjamin.carlsen@troutmansanders.com

Proposed Counsel for the Debtors

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RLF1 6202395v. 1
EXHIBIT A
Snyder Declaration

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RLF1 6202395v. 1
In re:
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
DECLARATION OF TODD R. SNYDER IN SUPPORT OF THE DEBTORS
APPLICATION PURSUANT TO 11 U.S.C. 327 AND 328, FED. R. BANKR. P.
2014 AND 2016 AND DEL. BANKR. L.R. 2014-1 AND 2016-1 FOR AN ORDER
AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD
INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE
DEBTORS NUNC PRO TUNC TO THE PETITION DATE
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy
Rules), Todd R. Snyder declares as follows:
1. I am Executive Vice Chairman of North American GFA / Co-Chair of the North
American Debt Advisory and Restructuring Group of Rothschild Inc. (Rothschild), which has
its principal office at 1251 Avenue of the Americas, New York, New York 10020. My
biography is annexed hereto as Exhibit 1. I am authorized to execute this declaration on behalf
of Rothschild. Unless otherwise stated in this declaration, I have personal knowledge of the facts
set forth herein.

1

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RLF1 6202395v. 1
2. This declaration is being submitted in connection with the proposed employment
and retention of Rothschild as financial advisor and investment banker to the above-captioned
debtors and debtors in possession (collectively, the Debtors) to perform services as set forth in
the Debtors Application Pursuant to 11 U.S.C. 327 and 328, Fed. R. Bankr. P. 2014 and
2016 and Del. Bankr. L.R. 2014-1 and 2016-1 for an Order Authorizing the Retention and
Employment of Rothschild (the Application).
2
I submit this Declaration in compliance with
105, 327, 328 and 1107(a) of the Bankruptcy Code and to provide the disclosure required
under Rule 2014(a), 2016 and 5002 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules.
Rothschilds Qualifications
3. Rothschild has extensive experience and an excellent reputation in providing high
quality financial advice and investment banking services to debtors and creditors in chapter 11
cases and other restructurings.
4. Rothschild is a member of one of the worlds leading independent investment
banking groups, with more than forty offices in more than thirty countries. Rothschild has
expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital
raises and other financial advisory and investment banking services, and particular experience in
providing high-quality financial advice to financially troubled companies. Rothschild is an
experienced bankruptcy and restructuring advisor to debtors, bondholders, creditors committees,
single creditor classes and secured creditors in a variety of industries. Rothschild is highly
qualified to advise on strategic alternatives and its professionals have extensive experience in
deals involving complex financial and operating restructurings. Moreover, Rothschild is a

2
Initially capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the
Application.

3
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RLF1 6202395v. 1
member of the Financial Industry Regulatory Authority and the Securities Investor Protection
Corporation.
5. Rothschild and its professionals have extensive experience working with
financially troubled companies from a variety of industries in complex financial restructurings,
both out of court and in chapter 11 cases. Rothschilds business reorganization professionals
have served as financial and strategic advisors in numerous cases, including, among others: In re
Global Aviation Holdings Inc., Case No. 12-40783 (CEC) (Bankr. E.D.N.Y. Mar. 22, 2012); In
re AMR Corporation, Case No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 2, 2012); In re Filenes
Basement, LLC, Case No. 11-13511 (KJC) (Bankr. D. Del. Feb. 8, 2012); In re Coach Am
Group Holdings Corp., Case No. 12-10010 (KG) (Bankr. D. Del. Jan. 27, 2012); In re Nassau
Broadcasting Partners, L.P., Case No. 11-12934 (KG) (Bankr. D. Del. Nov. 21, 2011); In re
Inner City Media Corporation, Case No. 13967 (SCC) (Bankr. S.D.N.Y. Nov. 18, 2011); In re
Nebraska Book Company, Inc., Case No. 11-12005 (PJW) (Bankr. D. Del. Aug. 10, 2011); In re
DSI Holdings, Inc., Case No. 11-11941 (KJC) (Bankr. D. Del. July 19, 2011); In re Sbarro, Inc.,
Case No. 11-11527 (SCC) (Bankr. S.D.N.Y. May 4, 2011); In re Harry & David Holdings, Inc.,
Case No. 11-10884 (MFW) (Bankr. D. Del. Apr. 27, 2011); In re Blockbuster Inc., Case No. 10-
14997 (BRL) (Bankr. S.D.N.Y. Nov. 2, 2010); In re Penton Business Media Holdings, Inc., Case
No. 10-10689 (AJG) (Bankr. S.D.N.Y. Mar. 5, 2010); In re Affiliated Media Inc., Case No. 10-
10202 (KJC) (Bankr. D. Del. Mar. 3, 2010); In re Trident Resources Corp., Case No. 09-13150
(MFW) (Bankr. D. Del. Jan. 28, 2010); In re FairPoint Commcns, Inc., Case No. 09-16335
(BRL) (Bankr. S.D.N.Y. Jan. 11, 2010); In re MIG, Inc., Case No. 09-12118 (KG) (Bankr. D.
Del. Sept. 4, 2009); In re Sea Launch Co., LLC, Case No. 09-12153 (BLS) (Bankr. D. Del. Aug.

4
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20, 2009); In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del. July 1, 2009); In re
Sun-Times Media Group, Inc., Case No. 09-11092 (CSS) (Bankr. D. Del. May 12, 2009); In re
Tronox Inc., Case No. 09-10156 (ALG) (Bankr. S.D.N.Y. Jan. 12, 2009); In re PPI Holdings,
Inc., Case No. 08-13289 (KG) (Bankr. D. Del. Feb. 4, 2009); In re Recycled Paper Greetings
Inc., Case No. 09-10002 (KG) (Bankr. D. Del. Jan. 23, 2009); In re Milacron Inc., Case No. 09-
11235 (JVA) (Bankr. S.D. Ohio Apr. 6, 2009); In re Circuit City Stores, Inc., Case No. 08-35653
(KRH) (Bankr. E.D. Va. Jan. 9, 2009); In re VeraSun Energy Corp., Case No. 08-12606 (BLS)
(Bankr. D. Del. Jan. 6, 2009); In re Motor Coach Industries Intl, Inc., Case No. 08-12136 (BLS)
(Bankr. D. Del. Oct. 17, 2008); In re BHM Technologies Holdings, Case No. 08-04413 (SWD)
(Bankr. W.D. Mich. July 25, 2008); In re Hilex Poly Co. LLC, Case No. 08-10890 (KJC) (Bankr.
D. Del. May 30, 2008); In re Werner Holding Co. (DE), Inc., Case No. 06-10578 (KJC) (Bankr.
D. Del. Aug. 14, 2006) In re Delphi Corp., Case No. 05-44481 (RDD) (Bankr. S.D.N.Y. Nov.
30, 2005); In re Northwest Airlines Corp., Case No. 05-17930 (ALG) (Bankr. S.D.N.Y. Sept. 14,
2005); In re Solutia Inc., Case No. 03-17949 (PCB) (Bankr. S.D.N.Y. May 14, 2004); In re Int'l
Wire, Case No. 04-11991 (BRL) (Bankr. S.D.N.Y. July 1, 2004); In re New World Pasta Co.,
Case No. 04-02817 (MDF) (Bankr. M.D. Pa. June 18, 2004); In re James River Coal Co., Case
No. 03-04095 (MFH) (Bankr. M.D. Tenn. May 23, 2003); In re Superior TeleCom Inc., et al.,
Case No. 03-10607 (KJC) (Bankr. D. Del. Apr. 10, 2003); In re WestPoint Stevens, Inc., Case
No. 03-13532 (RDD) (Bankr. S.D.N.Y. June 3, 2003); In re UAL Corp., Case No. 02-48191
(ERW) (Bankr. N.D. Ill. Dec. 9, 2002); In re Viasystems Group, Inc., Case No. 02-14867 (ALG)
(Bankr. S.D.N.Y. Nov. 21, 2002); and In re Guilford Mills, Inc., Case No. 02-40667 (BRL)
(Bankr. S.D.N.Y. June 26, 2002).

5
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RLF1 6202395v. 1
6. The resources, capabilities and experience of Rothschild in advising the Debtors
are crucial to the Debtors chapter 11 strategy. An experienced financial advisor and investment
banker fulfills a critical need that complements the services offered by the Debtors other
restructuring professionals. The Debtors require the services of a capable and experienced
financial advisor and investment banker such as Rothschild.
7. Rothschild believes that its services will not duplicate the services that other
professionals will be providing to the Debtors in these Chapter 11 Cases. Specifically,
Rothschild will carry out unique functions and will use reasonable efforts to coordinate with the
Debtors other retained professionals to avoid unnecessary duplication of services.
Professional Compensation
8. In consideration of the services to be provided by Rothschild, and as more fully
described in the Engagement Letter, subject to the Courts approval, the Debtors have agreed to
pay and reimburse Rothschild, in summary, as follows (the Fee and Expense Structure):
(a) Monthly Fee: Commencing as of June 3, 2012, whether or not a Transaction
is proposed or consummated, a fee of $150,000 per month.
(b) Completion Fee: A fee equal to one of the following: (i) $1,750,000, payable
in cash immediately upon the earlier of the closing or consummation of the
sale, transfer or other disposition to a buyer identified in the Engagement
Letter or its affiliates of at least a majority of the Debtors equity interests
(calculated on a voting or economic basis) or assets pursuant to 363 of the
Bankruptcy Code or otherwise pursuant to a Plan; (ii) $2,000,000, payable in
cash immediately upon the earlier of (x) the consummation of a Plan that is
confirmed at an uncontested confirmation hearing and (y) the closing of a
sale, transfer or other disposition of at least a majority of the Debtors equity
interests (calculated on a voting or economic basis) or assets to any of the
Debtors first lien lenders pursuant to 363 of the Bankruptcy Code so long as
any such transaction under 363 of the Bankruptcy Code is affirmatively
supported by more than 50% in principal amount of claims held by the
Debtors first lien lenders; or (iii) if the Completion Fee is not earned pursuant
to either clause (i) or (ii) above, $2,500,000, payable in cash immediately

6
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RLF1 6202395v. 1
upon the earlier of the closing or consummation, as applicable, of a Plan or
other Transaction not described in either clause (i) or (ii) above.
(c) New Capital Fee: A fee equal to (i) 1.0% of the face amount of any senior
secured debt raised, other than any debtor-in-possession financing; (ii) 2.0%
of the face amount of any junior secured debt raised other than any debtor-in-
possession financing; (iii) 3.0% of the face amount of any senior or
subordinated unsecured debt raised and (iv) 4.0% of any equity capital, or
capital convertible into equity, raised, including, without limitation, equity
underlying any warrants, purchase rights and similar contingent equity
securities (each, a New Capital Raise). For the avoidance of doubt, the
term raised will include the amount committed or otherwise made available
to the Debtors whether or not such amount (or any portion thereof) is drawn
down at closing or is ever drawn down and whether or not such amount (or
any portion thereof) is used to refinance existing obligations of the Debtors.
A New Capital Fee is payable only to the extent that the New Capital Raise is
from a source that is outside of the Debtors current capital structure,
including, without limitation, the Debtors current shareholders, creditors or
customers.
(d) Credit: Half of Monthly Fees paid in excess of $450,000 will be credited
against the Completion Fee, up to the amount of the Completion Fee.
(e) Expenses: In addition to the fees described above, the Debtors will reimburse
Rothschild for its reasonable expenses incurred in connection with the
performance of its engagement hereunder and the enforcement of the
Engagement Letter, including without limitation the reasonable fees,
disbursements and other charges of Rothschilds counsel (without the
requirement that the retention of such counsel be approved by the Bankruptcy
Court). Reasonable expenses will also include, but not be limited to, expenses
incurred in connection with travel and lodging, data processing and
communication charges, research and courier services.
9. Rothschild believes that the Fee Structure is comparable to those generally
charged by financial advisors and investment bankers of similar stature to Rothschild for
comparable engagements, both in and out of bankruptcy proceedings, and reflects a balance
between a fixed, monthly fee, and a contingency amount, which are tied to the consummation
and closing of the transactions and services contemplated by the Debtors and Rothschild in the
Engagement Letter.

7
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RLF1 6202395v. 1
10. The Fee Structure summarized above and described fully in the Engagement
Letter is consistent with Rothschilds normal and customary billing practices for comparably
sized and complex cases and transactions, both in and out-of-court, involving the services to be
provided in connection with these Chapter 11 Cases. Moreover, the Fee Structure is consistent
with and typical of arrangements entered into by Rothschild and other financial advisors and
investment banks in connection with the rendering of comparable services to clients such as the
Debtors. Rothschild and the Debtors believe that the Fee Structure is both reasonable and
market-based.
11. To induce Rothschild to represent the Debtors, the Fee and Expense Structure was
established to reflect the difficulty of the extensive assignments Rothschild has undertaken and
expects to undertake and to account for any potential for an unfavorable outcome resulting from
factors outside of Rothschilds control.
12. The Debtors and Rothschild negotiated the Fee Structure to function as an
interrelated, integrated unit, in correspondence with Rothschilds services, which Rothschild
renders not in parts, but as a whole. It would be contrary to the intention of Rothschild and the
Debtors for any isolated component of the Fee Structure to be treated as sufficient consideration
for any isolated portion of Rothschilds services. Instead, the Debtors and Rothschild intend that
Rothschilds services be considered as a whole that is to be compensated by the Fee Structure in
its entirety.
13. Rothschilds restructuring expertise, as well as its capital markets knowledge,
financing skills and mergers and acquisitions expertise, some or all of which may be required by
the Debtors during the term of Rothschilds engagement hereunder, were important factors in

8
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RLF1 6202395v. 1
determining the Fee Structure. The ultimate benefit to the Debtors derived from the services
provided by Rothschild hereunder cannot be measured by a reference to the number of hours
expended by Rothschilds professionals.
14. The Fee Structure has been agreed upon in anticipation that a substantial
commitment of professional time and effort will be required of Rothschild and its professionals
and in light of the fact that (i) such commitment may foreclose other opportunities for Rothschild
and (ii) the actual time and commitment required of Rothschild and its professionals to perform
its services may vary substantially from week to week and month to month, creating peak load
issues for Rothschild.
Record Keeping
15. It is not the general practice of financial advisory and investment banking firms,
including Rothschild, to keep detailed time records similar to those customarily kept by
attorneys. Because Rothschild does not ordinarily maintain contemporaneous time records in
one-tenth hour (0.10) increments or provide or conform to a schedule of hourly rates for its
professionals, Rothschild should, pursuant to Local Rule 2016-2(g), be excused from compliance
with such requirements and should only be required to maintain time records in half-hour (0.50)
increments setting forth, in a summary format, a description of the services rendered by each
professional and the amount of time spent on each date by each such individual in rendering
services on behalf of the Debtors.
16. Rothschild will also maintain detailed records of any actual and necessary costs
and expenses incurred in connection with the aforementioned services. Rothschilds applications

9
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for compensation and expenses will be paid by the Debtors, pursuant to the terms of the
Engagement Letter, in accordance with the procedures established by the Court.
Rothschilds Disinterestedness
17. In connection with its proposed retention by the Debtors in these Chapter 11
Cases, Rothschild undertook to determine whether it had any conflicts or other relationships that
might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.
Specifically, Rothschild obtained from the Debtors and/or their representatives the names of
individuals and entities that may be parties in interest in these Chapter 11 Cases (Potential
Parties in Interest), and such parties are listed on Exhibit 2 annexed hereto.
18. To the best of my knowledge and belief, Rothschild has not represented any
Potential Parties in Interest in connection with matters relating to the Debtors, their estates,
assets, or businesses except as set forth herein and in Exhibit 3 attached hereto.
19. To the best of my knowledge, no individual assignment described in Exhibit 3
accounts for more than 2% of Rothschilds gross annual revenue.
20. Rothschilds engagement commenced subsequent to the Petition Date of Allied
Holdings and Allied Systems. Consequently, the Debtors did not owe Rothschild for any fees or
expenses incurred prior to such Petition Date.
21. Rothschild provides financial advice and investment banking services to an array
of clients in the areas of restructuring and distressed debt. As a result, Rothschild has
represented, and may in the future represent, certain Potential Parties in Interest in matters
unrelated to these Chapter 11 Cases, either individually or as part of representation of a
committee of creditors or interest holders. To the best of my knowledge, information and belief,

10
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insofar as I have been able to ascertain after reasonable inquiry, none of these representations are
adverse to the Debtors interests.
22. To the best of my knowledge and belief, neither Rothschild nor I, nor any other
employee of Rothschild that will work on the Debtors engagement, has any connection with or
holds any interest adverse to the Debtors, their estates or the Potential Parties in Interest, except
(i) as set forth in Exhibit 3 and (ii) as otherwise set forth below:
(a) Rothschild is a large investment banking firm and has likely provided services
unrelated to the Debtors for companies and individuals that have conducted
business in the past and/or currently conduct business with the Debtors, and
who may be creditors of the Debtors. To the best of my knowledge,
information and belief, Rothschilds services to these parties were and are
wholly unrelated to the Debtors, their estates or these Chapter 11 Cases.
(b) As part of its practice, Rothschild appears in numerous cases, proceedings and
transactions involving many different professionals, some of which may
represent claimants and parties in interest in the Debtors Chapter 11 Cases.
Furthermore, Rothschild has in the past and will likely in the future be working
with or against other professionals involved in these cases in matters unrelated
to these Chapter 11 Cases. Based on my current knowledge of the professionals
involved, and to the best of my knowledge and information, none of these
business relationships represents an interest materially adverse to the Debtors
herein in matters upon which Rothschild is to be engaged.
(c) Rothschild, through the equity owners of its parent company, Rothschild North
America Inc., has indirect affiliate relationships with numerous investment
banking institutions located worldwide (the Affiliated Entities). However,
none of the Affiliated Entities is being retained in connection with this
engagement and none of the professionals or employees of the Affiliated
Entities will provide services to the Debtors in connection with this
engagement. None of the professionals or employees of Rothschild has
discussed or will discuss the Debtors Chapter 11 Cases with any professional
or employee of the Affiliated Entities. Thus, there has not been and will not be
any flow of information between Rothschild and any Affiliated Entity with
respect to any matter pertaining to the Debtors or their Chapter 11 Cases.
Rothschild can make no representation as to the disinterestedness of the
professionals or employees of the Affiliated Entities in respect of the Debtors
Chapter 11 Cases.

11
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23. To the best of my knowledge, information, and belief, except as described herein,
Rothschild has not been retained to assist any entity or person other than the Debtors on matters
relating to these Chapter 11 Cases. Rothschild will, however, continue to provide professional
services to entities or persons that may be creditors or equity security holders of the Debtors or
interested parties in these Chapter 11 Cases; provided that such services do not relate to, or have
any direct connection with, these Chapter 11 Cases or the Debtors.
24. I am not related or connected to and, to the best of my knowledge, no other
professional of Rothschild who will work on this engagement is related or connected to, any
United States Bankruptcy Judge for the District of Delaware, any of the District Judges for the
District of Delaware who handle bankruptcy cases, or any employee in the Office of the United
States Trustee for the District of Delaware.
25. To the best of my knowledge, Rothschild has no agreement with any other entity
to share with such entity any compensation received by Rothschild in connection with the
Debtors bankruptcy cases.
26. Accordingly, except as otherwise set forth herein, insofar as I have been able to
determine, none of Rothschild, I, nor any employee of Rothschild who will work on the
engagement holds or represents any interest adverse to the Debtors or their estates, and
Rothschild is a disinterested person as that term is defined in Bankruptcy Code 101(14), as
modified by 1107(b), in that Rothschild, and its professionals and employees who will work on
the engagement:
(d) are not creditors, equity security holders, or insiders of the Debtors;
(e) were not, within two years before the date of filing of the Debtors chapter 11
petitions, a director, officer or employee of the Debtors; and

12
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(f) do not have an interest materially adverse to the interest of the Debtors estates
or any class of creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the Debtors, or for any
other reason.
27. If Rothschild discovers additional information that requires disclosure, Rothschild
promptly will file a supplemental disclosure with the Court as required by Bankruptcy Rule
2014.
[The remainder of this page is intentionally blank.]
'I /
Pursuant to 28 U .S.C. 1746, I declare under penalty of pe1jury the foregbing is true
I t!
and correct. / " '
Dated:
New York, New York.
2400081v4
13
I
I '
North American Debt Advisory and
Restructuring Group, Rothschild Inc.

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Exhibit 1 to Snyder Declaration: Biography of Todd R. Snyder
Todd R. Snyder is an Executive Vice Chairman of North American GFA and Co-Chair of
the North American Debt Advisory and Restructuring Group of Rothschild Inc., a leading
international investment banking and financial advisory firm. Todd has been an advisor to
companies in restructurings and reorganizations for twenty-four years. He has been instrumental
in a diverse selection of complex transactions including reorganizations, restructurings,
financings, spinoffs, workouts, exchange offers, mergers, divestitures and management led
buyouts. Todd has advised companies in a range of industries. Representative assignments
include advising Global Aviation, United Airlines, YRC Worldwide, Solutia, Tronox, Syncora
Holdings Ltd., OCA, Comdisco, Security Capital Assurance, Ltd., Tekni-plex, Federal Mogul,
AK Steel, The FINOVA Group, Zenith Electronics, Dow Corning, Special Metals Corporation,
Visteon Corporation, Emerald Casino, Wheeling Pittsburgh Steel, GAF Corp., Recycling
Industries, Great American Recreation, Merrill Corporation, Globe Manufacturing and Nebraska
Book. In addition, Todd has advised creditors in significant matters including UBS in the
context of Finish Line - Genesco, the bondholders in ORBCOMM Global, the subordinated
convertible debtholders in Adelphia Communications, RMBS, municipal and infrastructure
holders of financial guaranty claims in FGIC and the official committees of unsecured creditors
in Sea Launch and Metromedia International Group as well as the PBGC in Northwest Airlines,
Entergy Corporations proposed nuclear energy spinoff, Tower Automotive and across the auto
and healthcare industries. Todd has also advised two administrations with respect to the
reorganization of the automobile industry (including General Motors, Chrysler and Adam Opel)
and has been a Global Co-Head of Rothschilds Automotive Industry Sector. Todd was named
co-lead negotiator by Governor Cuomo to lead New York States renegotiation of its public
sector union contracts. He was named 2009 Rainmaker of the Year by Institutional Investor
and 2010 Restructuring Investment Banker of the Year by Global M&A Network.
Before joining Rothschild, Todd was a Managing Director in the Restructuring and
Reorganization group at Peter J. Solomon Company. Prior to joining Peter J. Solomon
Company, Todd was a Managing Director at KPMG Peat Marwick in the Corporate Recovery
group where he was also National Director of the Corporate Recovery Practice for Government
Enterprises (regulated and privatizing industries). Todd has also run his own advisory and
investment firm, Hesperus Advisors, specializing in recapitalizations and workouts. Prior to his
move to investment banking, Todd practiced law in the Business Reorganization department of
Weil, Gotshal & Manges.
Todd graduated with honors from Wesleyan University where he serves on the
Presidents council. He received a Juris Doctor from the University of Pennsylvania Law School
where he was a senior editor of the Journal of International Business Law and a Chairman of the
Committee on Academic Responsibility. He was Co-Chairman of the ABI New York
Bankruptcy Conference. Todd is an adjunct professor at New York University Law School and
New York University Leonard N. Stern School of Business and speaks frequently on
reorganization related topics. He co-authored The Patronus Technique: A Practical Proposal
for Asbestos Driven Bankruptcies (Journal of Bankruptcy Law and Practice - Volume 11);
Asbestos Prepackaged Bankruptcies: Apply the Brakes Carefully and Retain Flexibility for

2
2400081v4
RLF1 6202395v. 1
Debtors (ABI Law Review - Volume 13.801) as well as The busted spinoff: lessons for
directors (published in Navigating in Todays Environment: The Directors and Officers Guide
to Restructuring) and has been visiting lecturer at the London Business School in the Masters in
Finance Program and the University of Chicago Graduate School of Business. Todd was a
member of the Study Panel on Science, Security and Prosperity in a Changing World at the
National Academies of Science. Todd currently serves as a trustee of BRC (a non-profit
organization.) Todd formerly served as a director of GenCorp Inc. (NYSE: GY) and AMC
Financial, Inc.

2400081v4
RLF1 6202395v. 1
Exhibit 2 to Snyder Declaration: Potential Parties in Interest

Agents and Lenders under Senior Secured First Priority Credit Facilities
CIT Group
Yucaipa American Alliance Fund I, LP (CVY Holdings LLC)
Yucaipa American Alliance (Parallel) Fund I LP
Black Diamond CLO 2005-1 Ltd. (Black Diamond Capital Management)
BDCM Opportunity Fund, II, LP
Spectrum Investment Partners LP (Spectrum Group Management (JP Morgan))
Newstart Factors, Inc. (Bennett Management)
AMMC VIII, Limited
Tralee CDO I Ltd. (Par-Four Investment Management)
Avenue CLO Fund, Ltd. (Avenue Capital Group)
Avenue CLO IV, Ltd.
Avenue CLO V, Ltd.
Avenue CLO VI, Ltd.
Teak Hill Master Fund LP (Teak Hill Credit Capital Investments (Morgan Stanley))
Venture II CDO 2002, Limited (MJX Asset Management)
Venture III CDO, Limited
Venture IV CDO Limited
Venture V CDO, Limited
Venture VI CDO, Limited
Venture VII CDO Limited
Venture VIII CDO Limited
Vista Leveraged Income Fund
Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund)

Agents and Lenders under Senior Secured Second Priority Credit
Yucaipa American Alliance Fund I, LP
Drum Special Situation Partners III LP
McDonnell Loan Opportunity Ltd.
Spectrum Investment Partners LP
Bank of New York Mellon

Major Customers (Automotive Group U.S)
Ford Motor Corporation
Mitsubishi Fuso
UPS Autologistics
United Parcel Service
Izuzu Transport, Inc.

Major Customers (Automotive Group Canada )
Hyunda Canada
Kia Canada
Nissan Canada
Glovis, Inc.
Mitsubishi Canada
2
Mazda Canada
Wilhelmsen Logistics
Promax

(Major Customers - Axis Group)
Ally Financial
Chrysler
Hertz
Enterprise
Avis
Manheim, Inc.
Adessa

Forty Largest Unsecured Creditors (Consolidated)
Central States, Southeast & Southwest Areas Pension Fund
Central States, Southeast & Southwest Areas Health & Welfare Fund
IBM Corpoation
CSX Transportation
Ford Motor corp. (claims)
Royal & Sunalliance Insurance Canada
Michelin Tire, N.A. /Atlanta
National Union Fire Insurance
Tokio Marine & Nichido Fire Insurance (claims)
Manufacturers Life Insurance Co. Waterloo
Apple Industrial Development Corp.
Ministre du Revenu
Toyota Motors Sales, Inc. (claims)
Chartis
Yec, Inc.
DRP-Ibach Enterprises, LLC
GM of Canada LTD CANG
PricewaterhouseCoopers, LLC
ADP, Inc.
Ryan
Receiver General Ontario
Grant Thornton LLP
Comdata Network, Inc.
Workers Compensation Board Calgary
Sambur Limited
Chrysler LLC ALZS
Chrysler AUHL CA
PPI Northlake LLC
Cintas/ National Rental
Michelin North America/ Canada
Chartis Insurance Co. of Canada
Chrysler LLC AUHL US
3
Hyundai Auto Canada
5107 County Drive LC

Unions
International Brotherhood of Teamsters
Canadian Auto Workers Union

Pension Funds
Central States, Southeast & Southwest Areas Pension Fund
Central States, Southeast & Southwest Areas Health & Welfare Fund
Western Conference of Teamsters Pension Trust Fund
Western Conference of Teamsters Supplemental Benefit Fund
Southern States Savings and Retirement Fund
Freight Drivers Local Union No 557 Health & Welfare Fund
Freight Drivers Local Union No. 557 Pension Fund
Automobile Transporter Welfare Fund of New York
Teamsters Health & Welfare and Pension Funds of Philadelphia
Canadian Auto Carriers and Logistics
Teamsters Canadian Pension Plan

Liability and Property Insurers (U.S.)
Arch Specialty Insurance Co.
Axis Insurance Co.
Chartis Excess Limited
Chartis Insurance Co.
Commerce & Industry Insurance Co.
Continental Casualty (CAN)
Federal Insurance Company (Chubb)
Hartford Fire Insurance Co.
Illinois National Insurance Co.
Illinois Union Insurance Co (ACE)
Interstate Fire & Casualty
Lexington Insurance Company
National Union Fire Insurance Company
New Hampshire Insurance Company
XL Specialty Insurance Co.

Liability and Property Insurers (Canada)
AIG Environmental Insurance Company of Canada
ARCH Insurance Co.
Chartis Insurance Co. of Canada
Royal and SunAlliance Insurance Company of Canada

Depositary Banks
JPMorgan Chase Bank
Bank of America
4
Fidelity National Bank
The Bank of Nova Scotia

Letter of Credit Banks (Secured)
Wells Fargo Bank
Fidelity National Bank

Terminal landlords
Pasha Services
Rivjo, LLC
R.L.R. Investments, L.L.C.
Equipment Services of Jacksonville, Inc.
Taft-Vineland Properties, Inc.
Southern Region Industrial Realty, Inc.
Alabama Great Southern LLC
PPI Northlake, LLC
Fred Lemon & Associates, Inc.
Billy & Pamela Pridemore
Norfolk Southern Railway Company
The Alabama Great Southern Railroad Company
Union Pacific Railroad Company
CSX Transportation, Inc.
6317 Macaw Court LLC
Regus
Illinois Central Railroad Company
WV Properties, LLC
BNSF
Manheim Remarketing, Inc. d/b/a Manheim NY Metro Skyline
Joseph B. Marzolf
Norfolk Southern Railway Company
Oster Modification Center, LLC
687781 Alberta Limited
Canadian National Railway Company
Eco-Industrial Business Park, Inc.
Southern Railway of British Columbia Limited
Canadian Pacific Limited
Sambur Limited
John Ziner Lumber Limited
H.G.H. DeVelopments Ltd.
Canadian Pacific Railway Company
Auto Dealers Exchange
Wallenius
Insurance Auto Auctions Inc.
Insurance Auto Auctions Corp.
20 Oak Hollow LLC
Grand Trunk Western Railroad Company
5
The New York Susquehanna and Western Railway Corporation
The City of New York Department of Small Business Services

Litigation
General Motors Corp.
Jack Cooper Transport Co., Inc.

Debtors
Allied Systems Holdings, Inc.
Allied Automotive Group, Inc.
Allied Systems, Ltd. (L.P.)
Allied Systems (Canada) Company
QAT, Inc.
RMX LLC
Transport Support LLC
F.J. Boutwell Driveaway LLC
Allied Freight Broker LLC
GACS Incorporated
Commercial Carriers, Inc.
Axis Group, Inc.
Axis Areta, LLC
Logistics Technology, LLC
Logistics Systems, LLC
CT Services, Inc.
Cordin Transport, LLC
Terminal Services, LLC
Axis Canada Company

Significant Shareholders
Yucaipa American Alliance Fund I, LP

Directors
Derex Walker
Brian Cullen
Mark Gendregske
Ira Tochner
Jeff Pelletier

Executive Officers
Mark J Gendregske
Scott D. Macaulay
John F. Blount
Robert Ferrell
Keith Rentzel

6
Allied Attorneys
Troutman Sanders, LLP
Ogletree Deakins
Richards, Layton & Fingers, P.A.
Gowling Lafleur Henderson LLP (Canadian Counsel)

Allied Accountants and Financial Advisors
PriceWaterhouse Coopers (tax services)
Grant Thornton (auditing and accounting)
Rothschild Inc. (Financial Advisors)

(Attorneys for Parties in Interest)
Latham & Watkins (Yucaipa)
Osler , Hoskin & Harcourt (Yucaipa Canadian Counsel)
Previant, Goldberg, Uelmen, Gratz, Miller & Brueggeman, S.C. (IBT)
Schulte, Roth & Zabel (Black Diamond & Spectrum)

Utilities
Clayton County Water Authority
Georgia Power
SCANA Energy
Georgia Natural Gas Services
Integrys Energy Services of New York, Inc.
National Fuel
Erie County Water Authority
New York State Elec. & Gas
Enmax
Direct Energy Regulated Services
Cal-Portisan
Hydro Quebec
Cayce, City (SC)
SCE&G
City of Cottage Grove (MN)
Xcel Energy Northern States Power Comp.
DTE Energy
City of Dearborn (MI)
EPCOR
United REMC
City of Fort Wayne (IN)
Northern Indiana Pub. Serv. Co.
Halifax Regional Water Commission
Nova Scotia Power
Public Water Supply District No. 2 Liberty
Kansas City Power & Light
Missouri Gas Energy
KCMO Water Services Department
7
London Hydro
Union Gas
Gas Incorporated
Jackson EMC
Gwinnett County Public Utilities
Memphis Light Gas & Water
HILCO Hill County Electric Cooperative
Energie NB Power
City of Moncton (NB)
Entergy New Orleans
FPL
SaskEnergy
Shelbyville Municipal Water
Kentucky Utilities
Atmos Energy
Tampa Electric Co.
Union Rural Electric Cooperative Inc.
Columbia Gas (OH)
Corporation of Delta
FortisNC (Terasen Gas)
Superior Propane Inc.
BC Hydro
NSTAR
Town of Ashland (MA)
Enwin Utilities
UnionGas
City of Winnipeg (MB)
Manitoba Hydro
Duke Energy
City of Winston-Salem NC
Progress Energy
La Petroliere
United Propane LLC
Dominion Virginia Power
Osterman Gas Service Inc.
City Water International Inc.
Amerigas-Pittsburgh
Puget Sound Energy
AT&T
Granite Telecommunications
Sprint
Verizon
Infinite Conferencing Inc.
Compton Communications
Megapath Networks Inc.
Centurylink
8
Frontier Telephone
Avaya, Inc.
Bell Aliant
Bell Canada
Bell Mobility
Bell Motor Express, Inc.
Kleinschmidt, Inc.
Roger Wireless, Inc.
ANX Ebusiness
Paetec
GXS

2400081v4
RLF1 6202395v. 1
Exhibit 3 to Snyder Declaration: Relationships With Potential Parties in Interest

Party in Interest
Entity with which
Rothschild has a Connection
Nature of Connection
Ally Financial Ally Financial, Inc. Ally Financial is the parent of
an entity Rothschild pitched
on matters unrelated to Allied
Systems.

AT&T AT&T AT&T is a current Rothschild
client on matters unrelated to
Allied Systems.

Avaya, Inc. Avaya, Inc. Rothschild Vendor.

Bank of America Bank of America Capital
Investors
Client pitches by Rothschild
Systems.

Black Diamond Capital
Management
Black Diamond, Inc. Client pitches by Rothschild
Systems.

CIT CIT Former Rothschild client on
matters unrelated to Allied
Systems.

DTE Energy DTE Coal Services Inc. (DTE
Energy Company)
Former Rothschild client on
Systems.

Fidelity National Bank Fidelity Rothschild Vendor.

JP Morgan Chase Bank JP Morgan Asset
Management; JP Morgan
Asset Management
Infrastructure Group
Separate client pitches by
Rothschild to JP Morgan
Asset Management and JP
Morgan Asset Management
Infrastructure Group on
Systems.

Progress Energy Progress Energy, Inc. Former Rothschild client on
Systems.

2
2400081v4
RLF1 6202395v. 1
Party in Interest
Entity with which
Rothschild has a Connection
Nature of Connection
Puget Sound Energy Puget Energy Client pitches by Rothschild
Systems.

Sprint Sprint Nextel Corporation Sprint Nextel Corporation is a
current client of Rothschild on
Systems.

UPS Autologistics UPS Rothschild Vendor.

Verizon Verizon; Verizon Wireless Client pitches by RINC to
Verizon on matters unrelated
to Allied Systems.

Client pitches by RINC to
Verizon Wireless on matters
unrelated to Allied Systems.

Yucaipa American Alliance
Fund, I, LP (CVY Holdings
LLC); Yucaipa American
Alliance (Parallel) Fund I LP
The Yucaipa Companies The Yucaipa Companies is the
parent of a current Rothschild
client on matters unrelated to
Allied Systems.

Wells Fargo; Wells Fargo
Financial
Wells Fargo Leasing Former Rothschild client on
Systems.

Rothschild has limited its search to the Parties in Interest provided by Allied Systems Holdings,
Inc. Affiliates, subsidiaries or parent companies of Parties In Interest have not been searched
unless specifically noted.

2400081v4
RLF1 6202395v. 1
EXHIBIT B

Engagement Letter

As of June 3, 2012
Mark Gendrcgskc
President and Chief Executive Officer
2302 Parklake Drive, Building 15, Suite 600
Atlanta, GA 30345
Dear Mr. Gendregske:
DEl ROTHSCHILD
This letter (the "Agreement") will confirm the terms and conditions of the agreement
among Allied Systems Holdings, Inc., Allied Systems, Ltd. (L.P.) and Allied Automotive Group,
Lnc. (coll ectively with their other direct and indirect subs idiari es, the "Company") and Rothschild
Inc. ("RQthschild") regarding the retention of Rothschild as financial advisor and investment
banker to the Company in connection with a possible restructuring of its businesses and/or certain
li abilities of the Company.
Section 1 Services to be Rendered. In connection with the formulation, anal ys is and
implementation of various options for a restructuring, reorganization or other strategic alternative
relating to the Company, whether pursuant to a Transaction (as defined below) or any series or
combination of Transactions, Rothschild will perform the following services to the extent
reasonably requested by the Company and appropriate:
(b) review and analyze the Company's financial strategies;
(c) review and analyze the business plans and financial projections prepared by the
Company including, but not limited to, testing assumptions and comparing those assumptions to
historical Company and industry trends;
(d) evaluate the Company's debt capacity in li ght of its projected cash flows and
assist in the determination of an appropriate capital structure for the Company;
(e) assist the Company and its other professionals in reviewing the terms of any
proposed Transaction, in responding thereto and, if directed, in evaluating alternative proposals for
a Transaction, whether in connection with a Plan (as defined below) or otherwise;
(f) determine a range of values for the Company and any securities that the Company
offers or proposes to offer in connection with a Transaction;
(g) advise the Company on the risks and benefits of considering a Transaction with
respect to the Company's intermediate and long-term business prospects and strategic alternatives
to maximize the business enterprise value of the Company, whether pursuant to a Plan or
otherwise;
(h) revi ew and analyze any proposals the Company receives from third parties m
Rothschild Inc.
1251 Avenue of the Americas
New York, NY 10020
www.rothschild.com
Todd R. Snyder
Co-Chair of North Ameri ca Debt Advisory and Restructuring
Telephone 212 403-5246
Facsimile 646 924-3553
Page 2
June 3, 2012
(i) solicit and advise the Company with respect to any proposals for debtor-in-
(j) assist or participate in negotiations with the parties in interest, including, without
limitation, any current or prospective creditors of, holders of equity in, or claimants against the
Company and/or their respective representatives in connection with a Transaction;
(k) advise the Company with respect to, and attend, meetings of the Company's Board
of Directors, creditor groups, official constituencies and other interested parties, as necessary;
(1) in the event the Company determines to commence, or consent to the
commencement of, Chapter 11 cases, and if requested by the Company, participate in hearings
before the Bankruptcy Court in which such cases are commenced (the "Bankruptcy Court") and
provide relevant testimony with respect to the matters described herein and issues arising in
connection with any proposed Plan (as defined below); and
(m) render such other financial advisory and investment banking services as may be
agreed upon by Rothschild and the Company.
As used herein, the term "Transaction" shall mean any one or more of the following,
whether pursuant to a plan of reorganization (a "Plan") confirmed in connection with any case or
cases commenced by or against the Company, any of its subsidiaries, any of its affiliates or any
cof)1bination thereof, whether individually or on a consolidated basis (a "Bankruptcy Case"), under
Title ll of the United States Code I OJ tl (the "Bankruptcy Code") or otherwise: (!!)any
transaction or series of transactions that effects material amendments to or other material changes
in any of the Company's material outstanding indebtedness, including any exchange, repurchase or
forgiveness of any portion of the Company's material indebtedness; (.Q) pursuant to 363 of the
Bankruptcy Code or otherwise (i) any merger, consolidation, reorganiz11tion, recapitalization,
financing, refinancing, business combination or other transaction pursuant to which the Company
(or control thereof) is acquired by, or combined with, any person, group of persons, partnership,
corporation or other entity (an "Acquirer") or (ii) any acquisition, directly or indirectly, by one or
more Acquirers (or by one or more persons acting together with an Acquirer pursuant to a written
agreement or otherwi se), whether in a single transacti on, multiple transactions or a series of
transactions, of (x) other than in the ordinary course of business, 50% or more of the assets or
operations of the Company (measured by reference to the book value reflected in the Company's
then most recent financial statements) or (y) any outstanding or newly-issued shares of the
Company's capital stock or any securiti es convertible into, or options, warrants or other rights to
acquire such capital stock or other equity securities of the Company, for the purpose of effecting a
recapitalization or change of control of the Company; (.) any restructuring, reorganization,
refinancing or similar transaction, whether or not pursuant to a Plan; (g) other than in the ordinary
course of business, any acquisition, directly or indirectly, by the Company, whether in a single
transaction, multiple transactions or a series of transactions, of any outstanding or newly-issued
shares of another person's capital stock or any securities convertible into, or options, warrants or
other rights to acquire such capital stock or other equity securities of another person, for the
purpose of effecting a recapitalization or change of control of the other any transaction
similar to any of the foregoing. Notwithstanding any other provision of this Agreement, the term
"Transaction" as used herein shall include any transaction described above in which consideration
473542
Allied Systems 1-!oldings, Inc.
Page 3
June 3, 2012
includes, in whole or in part, a credit or other bid involving consideration other than cash, such as
pre- and post-petition loans, other outstanding pre- and post-petition indebtedness or other non-
cash consideration.
Jn performing its services pursuant to this Agreement, and notwithstanding anything to the
contrary herein, Rothschild is not assuming any responsibility for the Company's decision to
pursue (or not to pursue) any business strategy or to effect (or not to effect) any Transaction or
other transaction. Rothschild shall not have any obligation or responsibility to provide accounting,
audit, "cri sis management" or business consultant services to the Company, and shall have no
responsibility for designing or implementing operating, organizational, administrative, cash
management or liquidity improvements.
Section 2 Comp'ill,Y,
(a) The Company will cooperate with Rothschild and furnish to, or cause to be
furnished to, Rothschild any and all information as Rothschild reasonably deems appropriate to
enable Rothschild to render services hereunder (all such information being the "Information").
The Company recognizes and confirms that Rothschild (l) will use and rely solely on the
Information and on information available from generally recognized public sources in performing
the services contemplated by this Agreement without having assumed any obligation to verify
independently the same; (ii_) does not assume responsibility for the accuracy or completeness of the
Information and such other information, and (iii) will not act in the official capacity of an
appraiser of specific assets of the Company or any other party. The Company confirms that the
information to be furnished by the Company, when delivered, to the best of its knowledge will be
true and correct in all material respects, will be prepared in good faith, and will not contain any
material misstatement of fact or omit to state any material fact. The Company will promptly notify
Rothschild if it learns of any material inaccuracy or misstatement in, or material omission from,
any Information theretofore delivered to Rothschild.
(b) The Company acknowledges that in the course of this engagement it may be
necessary for Rothschild and the Company to communicate electronically. The Company further
acknowledges that although Rothschild will use commercially reasonable procedures to check for
the most commonly known viruses, the electronic transmission of information cannot be
guaranteed to be secure or error-free. Furthermore such information could be intercepted,
corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to
use. Accordingly, the Company agrees that Rothschild shall have no liability to the Company
(except as a result of Rothschild's willful misconduct, fraud or gross negligence) with respect to
any error or omission arising from or in connection with: (i) the electronic communication of
information to the Company; or (ii) the Company's reliance on such information.
Section 3 .AnnJigation for &etention .oLRothsc.bJl<:!- In the event the Company
commences or consents to the commencement of a Bankruptcy Case, the Company shall apply
promptly to the Bankruptcy Court pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rule 2014 of the Federal Rules of Bankruptcy Procedure, applicable local rules and procedural
orders of the Bankruptcy Court and procedural guide! ines established by the Oflicc of the United
States Trustee, for approval of (g) this Agreement and (h) Rothschild's retention by the Company
under the terms of this Agreement (including, without limitation, the reimbursement of fees,
473542
Page 4
June 3, 2012
disbursements and other charges of Rothschild's counsel pursuant to Section 6 hereof without the
requirement that the retention of such counsel be approved by the Bankruptcy Cowi), nunc pro
tunc to the date the Chapter 11 case was commenced, and shall use its reasonable best efforts to
obtain Bankruptcy Court authorization thereof. The Company shall usc its reasonable best efforts
to obtain such Bankruptcy Court approval and authorization subject only to the subsequent review
by the Bankruptcy Court under the standard of review provided in Section 328(a) of the
Bankruptcy Code, and not subject to the standard of review set forth in Section 330 of the
Bankruptcy Code. The Company shall supply Rothschild and its counsel with a draft of such
application and any proposed order authorizing Rothschild' s retention suffici ently in advance of
the filing of such application and proposed order to enable Rothschild and its counsel to revi ew
and comment thereon. Rot hschild shall have no obligation to provide any services under this
Agreement unless Rothschild' s retention under the terms of this Agreement is approved in the
manner set forth above by a final order of the Bankruptcy Cowi no longer subject to appeal,
rehearing, reconsideration or petition for certiorari, and which order is reasonably acceptable to
Rothschild in all respects.
Rothschild acknowl edges that in the event that the Bankruptcy Court approves its retention
by the Company, pursuant to the application process described in this Section 3, payment of
Rothschild's fees and expenses shall be subject to (i) the jurisdiction and approval of the
Bankruptcy Court under Section 328(a) of the Bankruptcy Code and the order approving
Rothschild's retention, (li) any applicable fee and expense guidelines and/or orders and (iii) any
requirements governing interim and final fee applications. In the event that Rothschild's
engagement hereunder is approved by the Bankruptcy Couti, the Company shall pay all fees and
expenses of Rothschild hereunder as promptly as practicable in accordance with the tenns hereof
and the orders governing interim and final fee applications, and after obtaining all necessary
further approvals from the Bankruptcy Court, if any, provided, however, that the Company shall
use its reasonable best efforts (including the filing of any necessary motions sufficiently in
advance of the closing of any Transaction or similar transaction, or confirmation and effectiveness
of a Plan) to provide for the payment of the fees set forth in Section 4 hereof to Rothschild
simultaneously with the closing of such transaction or Transaction or Plan effectiveness, as
applicable. In so agreeing to seek Rothschild' s retention under Section 328(a) of the Bankruptcy
Code, the Company acknowledges that it believes that Rothschild's general restructuring
experience and expertise, its knowledge of the industry in which the Company operates and the
capital markets and its merger and acquisition capabilities will inure to the benefit of the
Company, that the value to the Company of Rothschild's services hereunder derives in substantial
part from that expertise and experience and that, accordingly, the structure and amount of the
Monthly Fee, the New Capital Fee and the Completion Fee (as each is defined below), are
reasonable regardless of the number of hours expended by Rothschild's professionals in
performance of the services provided hereunder.
Section 4 Fees of Rothschild. As compensation for the services rendered hereunder,
the Company, and its successors, if any, agree to pay Rothschild (via wire transfer or other
mutually acceptable means) the following fees in cash:
(a) Commencing as of the date hereof, and whether or not a Transaction is proposed
or consummated, a cash advi sory fee (the "Monthly Fee") of $150,000 per month. The Monthly
Fee shall be payable by the Company in advance on the first day of each month. The initial
473542
Page 5
June3, 2012
Monthly Fee for June 2012 shall be pro-rated based on the commencement of services as of the
date hereof and shall be payable in arrears by the Company on July I, 2012 (together with the
Monthly Fee for July 201 2).
REDACTED
(b) A fee (the "Completionj'ee") equal to one of the following:
(i) $1,750,000, payable in cash immediately upon the earlier of the closing or
consummation of the sale, transfer or other disposition to
of at least a majority or me
Company's equity interests (calculated on a voting or economic basis) or
assets pursuant to 363 of the Bankruptcy Code or otherwise pursuant to a
Plan;
(ii) $2,000,000, payable in cash immediately upon the earlier of (a) the
consummation of a Plan that is confirmed at an uncontested confirmation
hearing and (b) the closing of a sale, transfer or other disposition of at
least a majority of the Company's equity interests (calculated on a voting
or economic basis) or assets to any of the Company's first lien lenders
pursuant to 363 of the Bankruptcy Code so long as any such transaction
under 363 of the Bankruptcy Code is affirmatively supported by more
than 50% in principal amount of claims held by the Company's first lien
lenders; or
(iii) if the Completion Fee is not earned pursuant to either clause (i) or (ii)
above, $2,500,000, payable in cash immediately upon the earlier of the
closing or consummation, as applicable, of a Plan or other Transaction not
described in either clause (i) or (ii) above.
(c) A new capital fee (the ".New Capital F G _ ~ " and together with the Monthly Fees and
any Completion Fee, the "Fees") equal to (i) 1.0% of the face amount of any senior secured debt
raised, other than any debtor-in-possession financing; (li) 2.0% of the face amount of any junior
secured debt raised other than any debtor-in-possession financing; (iii) 3.0% of the face amount of
any senior or subordinated unsecured debt raised and (iv) 4.0% of any equity capital, or capital
convertible into equity, raised, including, without limitation, equity underlying any warrants,
purchase rights and similar contingent equity securities (each, a "New Capital Raise). The New
Capital Fee shall be payable upon the closing of the transaction by which the new capital is
committed. For the avoidance of doubt, the term "raised" shall include the amount committed or
otherwise made available to the Company whether or not such amount (or any portion thereof) is
drawn down at closing or is ever drawn down and whether or not such amount (or any portion
thereof) is used to refinance existing obligations of the Company. For the avoidance of doubt, the
New Capital Fee relating to any warrants, purchase rights and similar contingent equity securities
under clause (iv) shall be due and payable upon the exercise of such warrants, purchase rights or
similar contingent equity securities (except to the extent of any cash issuance price paid therefor,
for which the New Capital Fee shall be paid upon issuance). Notwithstanding anything contained
herein, a New Capital Fee shall be payable only to the extent that the New Capital Raise is from a
source that is outside of the Company's current capital structure, including, without limitation,the
Company's current shareholders, creditors or customers.
473542
Allied Systems lloldings, Inc.
Page 6
June 3, 2012
(d) To the extent the Company requests that Rothschild perform additional services
not contemplated by this Agreement, such additional fees as shall be mutually agreed upon by
Rothschild and the Company, in writing, in advance.
The Company and Rothschild acknowledge and agree that CD the hours worked, (ii) the
results achieved and (iii) the ultimate benefit to the Company of the work performed, in each case,
in connection with this engagement, may be variable, and that the Company and Rothschild have
taken such factors into account in setting the fees hereunder.
SectiQI1_2 Credit. Rothschild shall credit against the Completion Fee 50% of the
Monthly Fees paid in excess of $450,000. For the avoidance of doubt, in no event shall the credit
set fo1th in this Section 5 exceed the Completion Fee.
Sect ion 6 Expenses. Without in any way reducing or affecting the provisions of
Exhibit A hereto, the Company shall reimburse Rothschild for its reasonable expenses incurred in
connection with the performance of its engagement hereunder and the enforcement of this
Agreement including without limitation the reasonable fees, di sbursements and other charges of
Rothschild's counsel (without the requirement that the retention of such counsel be approved by
the Bankruptcy Court). Reasonabl e expenses shall also include, but not be limited to, expenses
incurred in connection with travel and lodging, data processing and communication charges,
research and courier services. If a Bankruptcy Case is commenced, consi stent with and subject to
any applicable order of the Bankruptcy Court, the Company shall promptly reimburse Rothschild
for such expenses under this Section 6 upon presentation of an invoice or other similar
documentation with reasonable detail.
Section 7 Indemn.l_tx. The Company agrees to the provisions of Exhibit A hereto
which provide for indemnification by the Company of Rothschild and cc1tain related persons.
Such indemnification is an integral part of this Agreement and the terms thereof are incorporated
by reference as if fully stated herein. Such indemnification shall survive any termination,
expiration or completion of this Agreement or Rothschild's engagement hereunder.
Secti9n 8 Term. The term of Rothschild's engagement shall commence on the date
hereof. This Agreement may be terminated in writing by either the Company or Rothschild at any
time after ninety (90) days from the date hereof. If terminated, (!) Rothschild shall be entitled to
reimbursement of any and all reasonable expenses described in Section 6 and (_Q) Rothschild shall
be entitled to payment of any fees which are due and owing to Rothschild upon the effective date
of termination (including, without limitation, any additional Monthly Fees required by Section 4(a)
hereof); provided, that the final Monthly Fee will be pro-rated for any incomplete monthly period
of service. Termination of Rothschild's engagement hereunder shall not affect or impair the
Company's continuing obligation to indemnify Rothschild and certain related persons as provided
in Exhi bit A. Without limiting any of the foregoing, unless this Agreement is terminated by
Rothschild without cause or by the Company due to Rothschild's material breach of this
Agreement (which material breach remains uncured for a reasonable period of time after receipt by
R.othschild of written notice of such material breach from the Company), gross negligence, fraud
or willful misconduct, the Completion Fee and the New Capital Fee(s) shall be payable in the
event that (!1) as applicable, a Transaction or New Capital Raise is consummated at anytime prior
to the expiration of one (I) year after the termination of thi s Agreement, or (.Q) a letter of intent or
473542
Page 7
June3,2012
definitive agreement with respect thereto is executed at any time prior to one (I) year after such
termination (which letter of intent or definitive agreement subsequently results in the
consummation of a Transaction or New Capital Raise, as applicable, at any time), in such case (y)
as to which Rothschild advised the Company hereunder prior to the termination of this Agreement
or (z) which involves a party identified or introduced by Rothschild to the Company pursuant to
this Agreement regarding a Transaction or New Capital Raise or with whom the Company held
discussions regarding a Transaction or New Capital Raise prior to the termination of this
Agreement. Without limitation of any of the foregoing, if this Agreement is terminated and any
warrants, purchase rights or similar contingent equity securities were issued during the term of this
Agreement in connection with Rothschild's engagement hereunder, the New Capital Fee shall be
payable in the event that any such warrants, purchase rights or similar contingent equity securities
are exercised at any time after such termination. for avoidance of doubt, the Completion Fee and
the New Capital Fee(s) shall not be payable if Rothschild terminates this Agreement without cause
or if the Company terminates this Agreement due to Rothschild's material breach of this
Rothschild of written notice of such material breach from the Company), gross negligence, fraud
or willful misconduct.
Section 9 Miscellaneous.
(a) Administrative Expense Priority. In a Bankruptcy Case of the Company, the
Company agrees that Rothschild's post-petition compensation as set forth herein and payments
made pursuant to reimbursement and indemnification provisions of this Agreement shall be
entitled to priority as expenses of administration under Sections 503(b)(l )(A) and 507(a)(2) of
the Bankruptcy Code and shall be entitled to the benefits of any "carve-outs" for professional fees
and expenses (which carve-outs shall be adequate to enable the Company to pay promptly
Rothschild the compensation and expense reimbursement contemplated hereby taking into
account the Company's obligations to other professionals entitled to the benefit of the carve-outs)
in effect in such cases pursuant to one or more financing orders entered by the Bankruptcy Court.
ln addition, the Company shall use its reasonable best efforts to ensure that any cash collateral
order, debtor-in-possession financing order and/or similar order entered in the Bankruptcy Case
permits the use of cash collateral and financing proceeds tor the full and prompt payment of
Rothschild's fees and expenses contemplated hereby.
(b) Survival, Successors & Assigns. Sections 4 through 9 hereof, inclusive, including
the provisions set forth in Exhibit A hereto, shall survive the termination or expiration of this
Agreement. The benefits of this Agreement and the indemnitication and other obligations of the
Company to Rothschild and certain related persons contained in Exhibit A hereto shall inure to the
respective successors and assigns of the parties hereto and thereto and of the indemnified parties,
and the obligations and liabilities assumed in this Agreement and Exhibit A by the parties hereto
and thereto shall be binding upon their respective successors and assigns.
(c) Benefit of Agreement; No Reliance by Third Parties. The advice (oral or written)
rendered by Rothschild pursuant to this Agreement is intended solely for the benefit and use of the
Company and its professionals in considering the matters to which this Agreement relates, and the
Company agrees that such advice may not be relied upon by any other person, used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any
473542
Page 8
June 3, 2012
purpose, nor shall any public references to Rothschild be made by the Company, without the prior
written consent of Rothschild or as otherwise provided in this Agreement.
(d) Nature o.f Relationship. The relationship of Rothschild to the Company hereunder
shall be that of an independent contractor and Rothschild shall have no authority to bind, represent
or otherwise act as agent, executor, administrator, trustee, lawyer or guardian tor the Company,
nor shall Rothschild have the authority to manage money or property of the Company. The parties
hereto acknowledge and agree that by providing the services contemplated hereunder, Rothschild
will not act, nor will it be deemed to have acted, in any managerial or fiduciary capacity
whatsoever with respect to the Company or any third party including, without limitation, security
holders, creditors or e m p l o y e e ~ of the Company.
(e) Rothschild Affiliates. Rothschild, through the equity owners of its parent company,
Rothschild North America Inc., has indirect affiliate relationships with numerous investment
banking institutions located worldwide (the "Affiliated Entities"). None of the Affiliated Entities
is being retained hereunder nor will any professionals or employees of the Affiliated Entities
provide services to the Company in connection with the matters contemplated hereby. The
Affiliated Entities are involved in a wide range of investment banking and other activities.
Rothschild can make no representation as to the "disinterestedness" (as defined in the Bankruptcy
Code) of the professionals or employees of the Affiliated Entities. Information that is held by the
Affiliated Entities wi ll not for any purpose be taken into account in determining Rothschild's
responsibilities to the Company hereunder. None of the Affil iatcd Entities will have any duty to
disclose to the Company or any other party, or utilize for the Company's benefit, any non-public
information acquired in the course of providing services to any other person engaging in any
transaction or otherwise carrying on its business .
(f) Required Information. Since Federal law requires Rothschild to obtain, verify,
and record information that identifies any entity not listed on the New York Stock Exchange, the
American Stock Exchange or whose common stock or equity interests have not been designated as
a National Market System security listed on the NASDAQ stock market that enters into a formal
relationship with it, the Company agrees to provide Rothschild with its tax or other similar
identification number and/or other identifying documents, as Rothschild may reasonably request,
to enable it to comply with applicable law. For your information, Rothschild may also screen the
Company against various databases to verify its identity.
(g) Public Announcements. The Company acknowledges that Rothschild may at its
option and expense, after public announcement of a Transaction or a New Capital Raise, place
announcements and advertisements or otherwise publicize the Transaction or New Capital Raise in
such financial and other newspapers and journals as it may choose, stating that Rothschild acted as
financial advisor to the Company in connection with such transaction. The Company further
consents to Rothschild's public use or display of Company's logo, symbol or trademark as part of
Rothschild's general marketing or promotional activities.
(h) CHOICE OF LAW: JUIUSDICTION. THIS AGREEMENT HAS BEEN
NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE IN NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
473542
Page 9
June3,2012
YORK, WITHOUT GIVING EFFECT TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF
LAWS. REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE
OF BUSINESS OF THE PARTIES 1-IERETO, EACH SUCH PARTY HEREBY IRREVOCABLY
CONSENTS AND AGREES THAT ANY AND ALL CLAIMS OR DISPUTES BETWEEN THE
PARTIES liERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING
OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN (A) ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK
OR (B.) THE BANKRUPTCY COURT OR ANY COURT HAVING APPELLATE
JURISDICTION OVER THE BANKRUPTCY COURT. BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PARTY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDrCTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT. EACH
PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE COMPANY
CONSENTS TO THE SERVICE OF PROCESS IN ACCORDANCE WITH NEW YORK LAW,
AND AGREES THAT TI-lE COMPANY'S PRESIDENT SHALL BE AUTHORIZED TO
ACCEPT SERVICE ON ITS BEHALF.
(i) Waiver of Jury Trial. Each of the parties hereto hereby knowingly, voluntarily
and irrevocably waives any right it may have to a trial by jury in respect of any claim upon, arising
out of or in connection with this Agreement or any Transaction. Each of the parties hereto hereby
certifies that no representative or agent of any other party hereto has represented expressly or
otherwise that such party would not seek to enforce the provisions of this waiver. Each of the
parties hereto hereby acknowledges that it has been induced to enter into this Agreement by and in
reliance upon, among other things, the provisions of this paragraph.
G) Entire Agreement. This Agreement and Exhibit A embodies the entire agreement
and understanding of the parties hereto and supersedes any and all prior agreements, arrangements
and understandings, either oral or written, relating to the matters provided for herein. No
alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless
the same is set forth in writing signed by a duly authorized representative of each of the parties
hereto.
(k) Authority. Each party hereto represents and warrants that it has all requisite power
and authority to enter into this Agreement and Exhibit A and the transactions contemplated hereby.
Each party hereto further represents that this Agreement has been duly and validly authorized by
all necessary corporate action and has been duly executed and delivered by each of the parties
hereto and constitutes the legal, valid and binding agreement thereof, enforceable in accordance
with its terms. Rothschild will assume that any instructions, notices or requests have been
properly authorized by the Company if they are given or purported to be given by, or is reasonably
believed by Rothschild to be a director, officer, employee or authorized agent.
(I) Counterparts. This Agreement may be executed in as many counterparts as may
be deemed necessary and convenient, and by the different parties hereto on separate counterpmis,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same i nstrumcnt. Delivery of an executed counterpart of a signature page to
473542
Allied Systems Holdings, lnc.
Page lO
June 3, 2012
this Agreement by telccopier shall be effective as delivery of a manually executed counterpart to
this Agreement.
(m) Notices. Any noti ce given pursuant to, or relating to, this Agreement shall be in
writing and shall be mailed or delivered by courier (a) if to the Company, at the address set fo1th
above, Attn: Mark Gendregske, CEO and (b) ifto Rothschild, to Rothschild Inc. , 1251 Avenue of
the Americas, 51
51
Floor, New York, New York 10020, Attention: Todd R Snyder, Co-Chair of
North American Debt Advisory and Restructuring, with a copy to Rothschild Inc., 1251 Avenue of
the Americas, 51 st Floor, New York, New York I 0020, Attention: General Counsel.
473542
Page ll
June 3, 2012
lf the foregoing correctly sets forth the understanding and agreement between Rothschild
and the Company, please so indicate by signing the enclosed copy of this Agreement, whereupon it
shall become a binding agreement between the parties hereto as of the date first above written.
473542
/"
I
Very trul f y[urs, // ( 1
INi! l /
B
. I ' I \ - \ /
y: _ _ __
R.._,Snyder
Executive Vice Chairman of North American
Global Financial Advisory, Co-Chair of North
Ameriqm Advisory and Restructuring
' I
r I / !

Page 12
June 3, 2012
Accepted and Agreed to as of
the date first written above on behalf
of itself and its direct and indirect
subsidiaries:
ALLIED SYSTEMS HOLDINGS, INC.
ALLI ED SYSTEMS, LTD. (L.P. )
By : ..
Name: J--
Titlc: 41! 't"
ALLIED AUTOMOTIVE GROUP, INC.
2:.,_ _
Name: !:J,..I
17
v-t 4--
Titlc: c;;;..K
473542
Exhibit A
The Company shall indemnify and hold harmless Rothschild and its affiliates, counsel
and other professional advisors, and the respective directors, officers, controlling persons, agents
and employees of each of the foregoing (Rothschild and each of such other persons, an
''Indemnified Party" and, collectively, the "Indemnified Parties"), from and against any losses,
claims or proceedings, including without limitation stockholder actions, damages, judgments,
assessments, investigation costs, settlement costs, fines, penalties, arbitration awards and any
other liabilities, costs, fees and expenses (collectively, "Losses") directly or indirectly in
connection with, arising out of, based upon, or in any way related to the engagement of
Rothschild under this Agreement or any transaction or conduct in connection therewith, provide.d
that the Company shall not be required to indemnify any Indemnified Party for such Losses if
and only to the extent that it is finally judicially determined by a court of competent jurisdiction
that such Losses arose primarily because of the gross negligence, willful misconduct or fraud of
such Indemnified Party. If multiple claims arc brought against an Indemnified Party, with
respect to at least one of which indemnification is permitted under applicable law and provided
for under this Agreement, the Company agrees that any judgment or award against such
Indemnified Party shall be conclusively deemed to be based on claims as to which
indemnification is permitted and provided for, except to the extent the judgment or award
expressly states that it, or any portion thereof, is based on a claim as to which indemnification is
not available.
The Company shall further reimburse any Indernni fled Party promptly after obtaining the
necessary approval of the Bankruptcy Court, if any, for any legal or other fees, disbursements or
expenses as they are incurred (.<!) in investigating, preparing, pursuing or settling any action or
other proceeding (whether formal or informal) or threat thereof, whether or not in connection
with pending or threatened litigation or arbitration and whether or not any Indemnified Pmty is a
party (each, an "Action") and (.Q) in connection with enforcing such Indemnified Patty's rights
under this Agreement; providclli, however, that in the event and only to the extent that it is finally
judicially determined by a court of competent jurisdiction that the Losses of such Indemnified
Patty arose primarily because of the gross negligence, willful misconduct or fraud of such
Indemnified Party, such Indemnified Patty will promptly remit to the Company any amounts
reimbursed under this paragraph.
Upon receipt by an Indemnified Party of notice of any Action, such Indemnified Party
shall promptly notify the Company in writing of such Action, but the failure to so notify shall not
relieve the Company from any liability hereunder (i) if the Company had actual notice of such
Action or (ii) unless and only to the extent that such failure results in the forfeiture by the
Company of substantial rights and defenses. The Company shall, if requested by Rothschild,
assume the defense of any such Action including the employment of counsel reasonably
satisfactory to Rothschild and will not, without the prior written consent of Rothschild (which
consent shal I not be unreasonably withheld), settle, compromise, consent or otherwise resolve or
seek to terminate any pending or threatened Action (whether or not any Indemnified Party is a
party thereto) unless such settlement, compromise, consent or termination ( ~ ) contains an
express, unconditional release of each Indemnified Party flom all liability relating to such Action
Rothschild Inc.
New York, NY 10020
WNW.rothschild.com
Todd R. Snyder
Co-Chair of North America Debt Advisory and Restructuring
Exhibit-A, Page 2
June 3, 2012
and the engagement of Rothschild under this Agreement and (.Q) does not include a statement as
to, or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Party. Any Indemnified Party shall be entitled to retain separate counsel of its choice
(reasonably satisfactory to the Company to the extent the fees and expenses of such counsel are
to be paid by the Company) and participate in the defense of any Action in connection with any
ofthe matters to which this Agreement relates, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (,'i) the Company has failed promptly to assume
the defense and employ counsel or (y) the named parties to any such Action (including any
impleaded patiies) include such Indemnified Patty and the Company, and such Indemnified Party
shall have been advised by counsel that there may be one or more legal defenses available to it
which are different from or in addition to those available to the Company; that the
Company shall not in such event be responsible under this Agreement for the fees and expenses
of more than one firm of separate counsel (in addition to local counsel) in connection with any
such Action in the same jurisdiction.
The Company agrees that if any right of any Indemnified Party set forth in the preceding
paragraphs is finally judicially determined to be unavai I able (except by reason of the gross
negligence, willful misconduct or fraud of such Indemnified Party), or is insufficient to hold such
!ndemni lied Party harmless against such Losses as contemplated herein, then the Company shall
contribute to such Losses in such proportion as is appropriate to ret1ect the relative benefits
received by the Company and its creditors and stockholders, on the one hand, and such
Indemnified Party, on the other hand, in connection with the transactions contemplated hereby,
and (.Q) if (and only if) the allocation provided in clause (a) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a)
but also the relative fault of the Company and such Indemnified Party; provided, that, in no event
shall the aggregate contribution of all such Indemnified Parties exceed the amount of fees
received by Rothschild under this Agreement. Benefits received by Rothschild shall be deemed
to be equal to the compensation paid by the Company to Rothschild in connection with this
Agreement. Relative fault shall be determined by reference to, among other things, whether any
alleged untrue statement or omission or any other alleged conduct relates to information provided
by the Company or other conduct by the Company (or the Company's employees or other agents)
on the one hand or by Rothschild on the other hand.
The Company also agrees that no lndemnitied Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or in connection with
advice or services rendered or to be rendered by any Indemnified Party pursuant to this
Agreement, the transactions contemplated hereby or any Indemnified Party's actions or inactions
in connection with any such advice, services or transactions except for and only to the extent that
such Losses of the Company are finally judicially determined by a cowt of competent
jurisdiction to have arisen primarily because of the gross negligence, willful misconduct or fraud
of such lndcmni tied Party in connection with any such advice, actions, inactions or services. In
the event the Company commences a Chapter 7 or Chapter 11 case, the Company shall use its
reasonable best efforts to require, as a condition of the Company releasing from liability any
creditor or other party-in-interest in the case, that such creditor or other party-in-interest release
all Indemnified Parties from all claims or other liabilities directly or indirectly in connection
473542
Exhibit-A, Page 3
June 3, 2012
with, arising out of, based upon, or in any way related to the engagement of Rothschild under this
Agreement or any transaction or conduct in connection therewith, provided that the Company
shall not be required to obtain such release with respect to the gross negligence, willful
misconduct or fraud of any Indemnified Party.
rhe rights of the Indemnified Parties hereunder shall be in addition to any other rights
that any Indemnified Pa1ty may have at common law, by statute or otherwise. Except as
otherwise expressly provided for in this Agreement, if any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the
terms, provisions, covenants and restrictions contained in this Agreement shall all remain in full
force and effect and shall in no way be affected, impaired or invalidated. The reimbursement,
indemnity and contribution obligations of the Company set forth herein shall apply to any
modification of this Agreement and shall remain in full force and effect regardless of any
termination of, or the completion of any fndemnified Party's services under or in connection
with, this Agreement.
473542

2400081v4
RLF1 6202395v. 1
EXHIBIT C

PROPOSED ORDER

2400081v4
RLF1 6202395v. 1
In re:
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
ORDER PURSUANT TO 11 U.S.C. 327 AND 328, FED. R. BANKR. P. 2014
AND 2016 AND DEL. BANKR. L.R. 2014-1 AND 2016-1 FOR AN ORDER
AUTHORIZING THE RETENTION AND EMPLOYMENT OF ROTHSCHILD
INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER FOR THE
DEBTORS NUNC PRO TUNC TO THE PETITION DATE
This matter coming before the Court on the Debtors Application Pursuant to 11 U.S.C.
327 and 328, Fed. R. Bankr. P. 2014 and 2016 and Del. Bankr. L.R. 2014-1 and 2016-1 for an
Order Authorizing the Retention and Employment of Rothschild (the Application)
2
filed by the
above-captioned debtors (the Debtors); the Court having reviewed the Application, the Snyder
Declaration and having considered the statements of counsel and the evidence adduced with
respect to the Application at a hearing before the Court (the Hearing); the Court having found
that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334,
(ii) venue is proper in this district pursuant to 28 U.S.C. 1409, (iii) this is a core proceeding

1

2
Initially capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the
Application.

2
2400081v4
RLF1 6202395v. 1
pursuant to 28 U.S.C. 157(b), (iv) the terms and conditions of Rothschilds employment,
including but not limited to the Fee and Expense Structure set forth in the Engagement Letter and
summarized herein, are reasonable as required by section 328(a) of the Bankruptcy Code, and (v)
notice of the Application and the Hearing was sufficient under the circumstances; after due
deliberation, the Court having determined that the relief requested in the Application is necessary
and essential for the Debtors reorganization and such relief is in the best interests of the Debtors,
their estates and their creditors; and good and sufficient cause having been shown, it is
HEREBY ORDERED THAT:
2. The Application is GRANTED as set forth herein, nunc pro tunc to the Petition
Date.
3. The Debtors are authorized, pursuant to sections 327 and 328(a) of the Bankruptcy
Code, Bankruptcy Rule 2014, and Local Rule 2014-1, to employ and retain Rothschild as their
financial advisor and investment banker in accordance with the terms and conditions set forth in
the Engagement Letter, effective nunc pro tunc to the Petition Date, and to pay fees and reimburse
expenses to Rothschild on the terms and times specified in the Engagement Letter.
4. The terms of the Engagement Letter, attached hereto as Exhibit 1, are approved in
all respects except as limited or modified herein.
5. All of Rothschilds compensation set forth in the Engagement Letter, including,
without limitation, the Fee and Expense Structure set forth in the Engagement Letter, is approved
pursuant to section 328(a) of the Bankruptcy Code and Rothschild shall be compensated and
reimbursed pursuant to section 328(a) of the Bankruptcy Code in accordance with the terms of the

3
2400081v4
RLF1 6202395v. 1
Engagement Letter, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other applicable orders of this Court.
6. None of the fees payable to Rothschild shall constitute a bonus or fee
enhancement under applicable law.
7. 8. Notwithstanding anything to the contrary herein, the United States Trustee
retains all rights to object to Rothschilds interim and final fee applications (including expense
reimbursement and any request for counsel fees) based on the reasonableness standard in section
330 of the Bankruptcy Code, not section 328(a) of the Bankruptcy Code, provided, however, that
reasonableness shall be evaluated by comparing (among other things) the fees payable in these
chapter 11 cases to fees paid to comparable investment banking firms with similar experience and
reputation offering comparable services in other chapter 11 cases and shall not be evaluated
primarily on an hourly or lengthofcase criterion.
8. Rothschild shall include in its fee applications, among other things, time records
setting forth, in a summary format, a description of the services rendered by each professional, and
the amount of time spent on each date by each such individual in rendering services on behalf of
the Debtors in half-hour increments, but Rothschild shall be excused from keeping time in tenth-
hour increments.
9. Rothschild is granted a waiver of the information requirements relating to
compensation requests set forth in Local Rule 2016-2(d) to the extent requested in the Application.
10. Rothschild shall file fee applications for interim and final allowance of
compensation and reimbursement of expenses pursuant to the procedures set forth in sections 330
and 331 of the Bankruptcy Code; provided, however, the fee applications filed by Rothschild shall

4
2400081v4
RLF1 6202395v. 1
be subject to review only pursuant to the standard of review set forth in section 328 of the
Bankruptcy Code and not subject to the standard of review set forth in section 330 of the
Bankruptcy Code, except as otherwise expressly set forth herein.
11. The Debtors shall be bound by the indemnification, contribution, reimbursement,
exculpation and other provisions of the Engagement Letter and will indemnify and hold harmless
Rothschild and the other Indemnified Parties, pursuant to the Engagement Letter, subject, during
the pendency of these chapter 11 cases, to the following:
(a) Rothschild shall not be entitled to indemnification, contribution or
reimbursement pursuant to the Engagement Letter for services, unless such
services and the indemnification, contribution or reimbursement therefor are
approved by the Court;
(b) The Debtors shall have no obligation to indemnify Rothschild, or provide
contribution or reimbursement to Rothschild, for any claim or expense that is
either: (i) judicially determined (the determination having become final) to
have arisen from Rothschilds gross negligence, fraud, willful misconduct,
breach of fiduciary duty, if any, bad faith or self-dealing; (ii) for a contractual
dispute in which the Debtors allege the breach of Rothschilds contractual
obligations, unless the Court determines that indemnification, contribution or
reimbursement would be permissible pursuant to In re United Artists Theatre
Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination
as to the exclusions set forth in clauses (i) and (ii) above, but determined by this
Court, after notice and a hearing, to be a claim or expense for which Rothschild
should not receive indemnity, contribution or reimbursement under the terms of
the Engagement Letter as modified by this Order; and
(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in
these cases (that order having become a final order no longer subject to appeal)
and (ii) the entry of an order closing these chapter 11 cases, Rothschild believes
that it is entitled to the payment of any amounts by the Debtors on account of
the Debtors indemnification, contribution and/or reimbursement obligations
under the Engagement Letter (as modified by this Order), including, without
limitation, the advancement of defense costs, Rothschild must file an
application therefor in this Court, and the Debtors may not pay any such
amounts to Rothschild before the entry of an order by this Court approving the
payment. This subparagraph (c) is intended only to specify the period of time
under which the Court shall have jurisdiction over any request for fees and

5
2400081v4
RLF1 6202395v. 1
expenses by Rothschild for indemnification, contribution or reimbursement, and
not a provision limiting the duration of the Debtors obligation to indemnify
Rothschild. All parties in interest shall retain the right to object to any demand
by Rothschild for indemnification, contribution or reimbursement.
12. Exhibit A of the Engagement Letter is modified by deleting the following clause
from the fourth paragraph: provided that, in no event shall the aggregate contribution of all such
Indemnified Parties exceed the amount of fees received by Rothschild under this Agreement.
13. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order.
14. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry, notwithstanding the possible applicability of Bankruptcy Rule 6004,
7062 or 9014.
15. The relief granted herein shall be binding upon any chapter 11 trustee appointed in
these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent
conversion of these chapter 11 cases to cases under chapter 7.
16. To the extent that this Order is inconsistent with the Engagement Letter, the terms
of this Order shall govern.
17. The Court shall retain jurisdiction to hear and determine all matters arising from or
related to the implementation of this Order.
Dated: July ___, 2012
Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE

2400081v4
RLF1 6202395v. 1
Exhibit 1 to the Order: Engagement Letter

As of June 3, 2012
Mark Gendrcgskc
President and Chief Executive Officer
2302 Parklake Drive, Building 15, Suite 600
Atlanta, GA 30345
Dear Mr. Gendregske:
DEl ROTHSCHILD
This letter (the "Agreement") will confirm the terms and conditions of the agreement
among Allied Systems Holdings, Inc., Allied Systems, Ltd. (L.P.) and Allied Automotive Group,
Lnc. (coll ectively with their other direct and indirect subs idiari es, the "Company") and Rothschild
Inc. ("RQthschild") regarding the retention of Rothschild as financial advisor and investment
banker to the Company in connection with a possible restructuring of its businesses and/or certain
li abilities of the Company.
Section 1 Services to be Rendered. In connection with the formulation, anal ys is and
implementation of various options for a restructuring, reorganization or other strategic alternative
relating to the Company, whether pursuant to a Transaction (as defined below) or any series or
combination of Transactions, Rothschild will perform the following services to the extent
reasonably requested by the Company and appropriate:
(b) review and analyze the Company's financial strategies;
(c) review and analyze the business plans and financial projections prepared by the
Company including, but not limited to, testing assumptions and comparing those assumptions to
historical Company and industry trends;
(d) evaluate the Company's debt capacity in li ght of its projected cash flows and
assist in the determination of an appropriate capital structure for the Company;
(e) assist the Company and its other professionals in reviewing the terms of any
proposed Transaction, in responding thereto and, if directed, in evaluating alternative proposals for
a Transaction, whether in connection with a Plan (as defined below) or otherwise;
(f) determine a range of values for the Company and any securities that the Company
offers or proposes to offer in connection with a Transaction;
(g) advise the Company on the risks and benefits of considering a Transaction with
respect to the Company's intermediate and long-term business prospects and strategic alternatives
to maximize the business enterprise value of the Company, whether pursuant to a Plan or
otherwise;
(h) revi ew and analyze any proposals the Company receives from third parties m
Rothschild Inc.
New York, NY 10020
www.rothschild.com
Todd R. Snyder
Co-Chair of North Ameri ca Debt Advisory and Restructuring
Page 2
June 3, 2012
(i) solicit and advise the Company with respect to any proposals for debtor-in-
(j) assist or participate in negotiations with the parties in interest, including, without
limitation, any current or prospective creditors of, holders of equity in, or claimants against the
Company and/or their respective representatives in connection with a Transaction;
(k) advise the Company with respect to, and attend, meetings of the Company's Board
of Directors, creditor groups, official constituencies and other interested parties, as necessary;
(1) in the event the Company determines to commence, or consent to the
commencement of, Chapter 11 cases, and if requested by the Company, participate in hearings
before the Bankruptcy Court in which such cases are commenced (the "Bankruptcy Court") and
provide relevant testimony with respect to the matters described herein and issues arising in
connection with any proposed Plan (as defined below); and
(m) render such other financial advisory and investment banking services as may be
agreed upon by Rothschild and the Company.
As used herein, the term "Transaction" shall mean any one or more of the following,
whether pursuant to a plan of reorganization (a "Plan") confirmed in connection with any case or
cases commenced by or against the Company, any of its subsidiaries, any of its affiliates or any
cof)1bination thereof, whether individually or on a consolidated basis (a "Bankruptcy Case"), under
Title ll of the United States Code I OJ tl (the "Bankruptcy Code") or otherwise: (!!)any
transaction or series of transactions that effects material amendments to or other material changes
in any of the Company's material outstanding indebtedness, including any exchange, repurchase or
forgiveness of any portion of the Company's material indebtedness; (.Q) pursuant to 363 of the
Bankruptcy Code or otherwise (i) any merger, consolidation, reorganiz11tion, recapitalization,
financing, refinancing, business combination or other transaction pursuant to which the Company
(or control thereof) is acquired by, or combined with, any person, group of persons, partnership,
corporation or other entity (an "Acquirer") or (ii) any acquisition, directly or indirectly, by one or
more Acquirers (or by one or more persons acting together with an Acquirer pursuant to a written
agreement or otherwi se), whether in a single transacti on, multiple transactions or a series of
transactions, of (x) other than in the ordinary course of business, 50% or more of the assets or
operations of the Company (measured by reference to the book value reflected in the Company's
then most recent financial statements) or (y) any outstanding or newly-issued shares of the
Company's capital stock or any securiti es convertible into, or options, warrants or other rights to
acquire such capital stock or other equity securities of the Company, for the purpose of effecting a
recapitalization or change of control of the Company; (.) any restructuring, reorganization,
refinancing or similar transaction, whether or not pursuant to a Plan; (g) other than in the ordinary
course of business, any acquisition, directly or indirectly, by the Company, whether in a single
transaction, multiple transactions or a series of transactions, of any outstanding or newly-issued
shares of another person's capital stock or any securities convertible into, or options, warrants or
other rights to acquire such capital stock or other equity securities of another person, for the
purpose of effecting a recapitalization or change of control of the other any transaction
similar to any of the foregoing. Notwithstanding any other provision of this Agreement, the term
"Transaction" as used herein shall include any transaction described above in which consideration
473542
Allied Systems 1-!oldings, Inc.
Page 3
June 3, 2012
includes, in whole or in part, a credit or other bid involving consideration other than cash, such as
pre- and post-petition loans, other outstanding pre- and post-petition indebtedness or other non-
cash consideration.
Jn performing its services pursuant to this Agreement, and notwithstanding anything to the
contrary herein, Rothschild is not assuming any responsibility for the Company's decision to
pursue (or not to pursue) any business strategy or to effect (or not to effect) any Transaction or
other transaction. Rothschild shall not have any obligation or responsibility to provide accounting,
audit, "cri sis management" or business consultant services to the Company, and shall have no
responsibility for designing or implementing operating, organizational, administrative, cash
management or liquidity improvements.
Section 2 Comp'ill,Y,
(a) The Company will cooperate with Rothschild and furnish to, or cause to be
furnished to, Rothschild any and all information as Rothschild reasonably deems appropriate to
enable Rothschild to render services hereunder (all such information being the "Information").
The Company recognizes and confirms that Rothschild (l) will use and rely solely on the
Information and on information available from generally recognized public sources in performing
the services contemplated by this Agreement without having assumed any obligation to verify
independently the same; (ii_) does not assume responsibility for the accuracy or completeness of the
Information and such other information, and (iii) will not act in the official capacity of an
appraiser of specific assets of the Company or any other party. The Company confirms that the
information to be furnished by the Company, when delivered, to the best of its knowledge will be
true and correct in all material respects, will be prepared in good faith, and will not contain any
material misstatement of fact or omit to state any material fact. The Company will promptly notify
Rothschild if it learns of any material inaccuracy or misstatement in, or material omission from,
any Information theretofore delivered to Rothschild.
(b) The Company acknowledges that in the course of this engagement it may be
necessary for Rothschild and the Company to communicate electronically. The Company further
acknowledges that although Rothschild will use commercially reasonable procedures to check for
the most commonly known viruses, the electronic transmission of information cannot be
guaranteed to be secure or error-free. Furthermore such information could be intercepted,
corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to
use. Accordingly, the Company agrees that Rothschild shall have no liability to the Company
(except as a result of Rothschild's willful misconduct, fraud or gross negligence) with respect to
any error or omission arising from or in connection with: (i) the electronic communication of
information to the Company; or (ii) the Company's reliance on such information.
Section 3 .AnnJigation for &etention .oLRothsc.bJl<:!- In the event the Company
commences or consents to the commencement of a Bankruptcy Case, the Company shall apply
promptly to the Bankruptcy Court pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rule 2014 of the Federal Rules of Bankruptcy Procedure, applicable local rules and procedural
orders of the Bankruptcy Court and procedural guide! ines established by the Oflicc of the United
States Trustee, for approval of (g) this Agreement and (h) Rothschild's retention by the Company
under the terms of this Agreement (including, without limitation, the reimbursement of fees,
473542
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June 3, 2012
disbursements and other charges of Rothschild's counsel pursuant to Section 6 hereof without the
requirement that the retention of such counsel be approved by the Bankruptcy Cowi), nunc pro
tunc to the date the Chapter 11 case was commenced, and shall use its reasonable best efforts to
obtain Bankruptcy Court authorization thereof. The Company shall usc its reasonable best efforts
to obtain such Bankruptcy Court approval and authorization subject only to the subsequent review
by the Bankruptcy Court under the standard of review provided in Section 328(a) of the
Bankruptcy Code, and not subject to the standard of review set forth in Section 330 of the
Bankruptcy Code. The Company shall supply Rothschild and its counsel with a draft of such
application and any proposed order authorizing Rothschild' s retention suffici ently in advance of
the filing of such application and proposed order to enable Rothschild and its counsel to revi ew
and comment thereon. Rot hschild shall have no obligation to provide any services under this
Agreement unless Rothschild' s retention under the terms of this Agreement is approved in the
manner set forth above by a final order of the Bankruptcy Cowi no longer subject to appeal,
rehearing, reconsideration or petition for certiorari, and which order is reasonably acceptable to
Rothschild in all respects.
Rothschild acknowl edges that in the event that the Bankruptcy Court approves its retention
by the Company, pursuant to the application process described in this Section 3, payment of
Rothschild's fees and expenses shall be subject to (i) the jurisdiction and approval of the
Bankruptcy Court under Section 328(a) of the Bankruptcy Code and the order approving
Rothschild's retention, (li) any applicable fee and expense guidelines and/or orders and (iii) any
requirements governing interim and final fee applications. In the event that Rothschild's
engagement hereunder is approved by the Bankruptcy Couti, the Company shall pay all fees and
expenses of Rothschild hereunder as promptly as practicable in accordance with the tenns hereof
and the orders governing interim and final fee applications, and after obtaining all necessary
further approvals from the Bankruptcy Court, if any, provided, however, that the Company shall
use its reasonable best efforts (including the filing of any necessary motions sufficiently in
advance of the closing of any Transaction or similar transaction, or confirmation and effectiveness
of a Plan) to provide for the payment of the fees set forth in Section 4 hereof to Rothschild
simultaneously with the closing of such transaction or Transaction or Plan effectiveness, as
applicable. In so agreeing to seek Rothschild' s retention under Section 328(a) of the Bankruptcy
Code, the Company acknowledges that it believes that Rothschild's general restructuring
experience and expertise, its knowledge of the industry in which the Company operates and the
capital markets and its merger and acquisition capabilities will inure to the benefit of the
Company, that the value to the Company of Rothschild's services hereunder derives in substantial
part from that expertise and experience and that, accordingly, the structure and amount of the
Monthly Fee, the New Capital Fee and the Completion Fee (as each is defined below), are
reasonable regardless of the number of hours expended by Rothschild's professionals in
performance of the services provided hereunder.
Section 4 Fees of Rothschild. As compensation for the services rendered hereunder,
the Company, and its successors, if any, agree to pay Rothschild (via wire transfer or other
mutually acceptable means) the following fees in cash:
(a) Commencing as of the date hereof, and whether or not a Transaction is proposed
or consummated, a cash advi sory fee (the "Monthly Fee") of $150,000 per month. The Monthly
Fee shall be payable by the Company in advance on the first day of each month. The initial
473542
Page 5
June3, 2012
Monthly Fee for June 2012 shall be pro-rated based on the commencement of services as of the
date hereof and shall be payable in arrears by the Company on July I, 2012 (together with the
Monthly Fee for July 201 2).
REDACTED
(b) A fee (the "Completionj'ee") equal to one of the following:
(i) $1,750,000, payable in cash immediately upon the earlier of the closing or
consummation of the sale, transfer or other disposition to
of at least a majority or me
Company's equity interests (calculated on a voting or economic basis) or
assets pursuant to 363 of the Bankruptcy Code or otherwise pursuant to a
Plan;
(ii) $2,000,000, payable in cash immediately upon the earlier of (a) the
consummation of a Plan that is confirmed at an uncontested confirmation
hearing and (b) the closing of a sale, transfer or other disposition of at
least a majority of the Company's equity interests (calculated on a voting
or economic basis) or assets to any of the Company's first lien lenders
pursuant to 363 of the Bankruptcy Code so long as any such transaction
under 363 of the Bankruptcy Code is affirmatively supported by more
than 50% in principal amount of claims held by the Company's first lien
lenders; or
(iii) if the Completion Fee is not earned pursuant to either clause (i) or (ii)
above, $2,500,000, payable in cash immediately upon the earlier of the
closing or consummation, as applicable, of a Plan or other Transaction not
described in either clause (i) or (ii) above.
(c) A new capital fee (the ".New Capital F G _ ~ " and together with the Monthly Fees and
any Completion Fee, the "Fees") equal to (i) 1.0% of the face amount of any senior secured debt
raised, other than any debtor-in-possession financing; (li) 2.0% of the face amount of any junior
secured debt raised other than any debtor-in-possession financing; (iii) 3.0% of the face amount of
any senior or subordinated unsecured debt raised and (iv) 4.0% of any equity capital, or capital
convertible into equity, raised, including, without limitation, equity underlying any warrants,
purchase rights and similar contingent equity securities (each, a "New Capital Raise). The New
Capital Fee shall be payable upon the closing of the transaction by which the new capital is
committed. For the avoidance of doubt, the term "raised" shall include the amount committed or
otherwise made available to the Company whether or not such amount (or any portion thereof) is
drawn down at closing or is ever drawn down and whether or not such amount (or any portion
thereof) is used to refinance existing obligations of the Company. For the avoidance of doubt, the
New Capital Fee relating to any warrants, purchase rights and similar contingent equity securities
under clause (iv) shall be due and payable upon the exercise of such warrants, purchase rights or
similar contingent equity securities (except to the extent of any cash issuance price paid therefor,
for which the New Capital Fee shall be paid upon issuance). Notwithstanding anything contained
herein, a New Capital Fee shall be payable only to the extent that the New Capital Raise is from a
source that is outside of the Company's current capital structure, including, without limitation,the
Company's current shareholders, creditors or customers.
473542
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June 3, 2012
(d) To the extent the Company requests that Rothschild perform additional services
not contemplated by this Agreement, such additional fees as shall be mutually agreed upon by
Rothschild and the Company, in writing, in advance.
The Company and Rothschild acknowledge and agree that CD the hours worked, (ii) the
results achieved and (iii) the ultimate benefit to the Company of the work performed, in each case,
in connection with this engagement, may be variable, and that the Company and Rothschild have
taken such factors into account in setting the fees hereunder.
SectiQI1_2 Credit. Rothschild shall credit against the Completion Fee 50% of the
Monthly Fees paid in excess of $450,000. For the avoidance of doubt, in no event shall the credit
set fo1th in this Section 5 exceed the Completion Fee.
Sect ion 6 Expenses. Without in any way reducing or affecting the provisions of
Exhibit A hereto, the Company shall reimburse Rothschild for its reasonable expenses incurred in
connection with the performance of its engagement hereunder and the enforcement of this
Agreement including without limitation the reasonable fees, di sbursements and other charges of
Rothschild's counsel (without the requirement that the retention of such counsel be approved by
the Bankruptcy Court). Reasonabl e expenses shall also include, but not be limited to, expenses
incurred in connection with travel and lodging, data processing and communication charges,
research and courier services. If a Bankruptcy Case is commenced, consi stent with and subject to
any applicable order of the Bankruptcy Court, the Company shall promptly reimburse Rothschild
for such expenses under this Section 6 upon presentation of an invoice or other similar
documentation with reasonable detail.
Section 7 Indemn.l_tx. The Company agrees to the provisions of Exhibit A hereto
which provide for indemnification by the Company of Rothschild and cc1tain related persons.
Such indemnification is an integral part of this Agreement and the terms thereof are incorporated
by reference as if fully stated herein. Such indemnification shall survive any termination,
expiration or completion of this Agreement or Rothschild's engagement hereunder.
Secti9n 8 Term. The term of Rothschild's engagement shall commence on the date
hereof. This Agreement may be terminated in writing by either the Company or Rothschild at any
time after ninety (90) days from the date hereof. If terminated, (!) Rothschild shall be entitled to
reimbursement of any and all reasonable expenses described in Section 6 and (_Q) Rothschild shall
be entitled to payment of any fees which are due and owing to Rothschild upon the effective date
of termination (including, without limitation, any additional Monthly Fees required by Section 4(a)
hereof); provided, that the final Monthly Fee will be pro-rated for any incomplete monthly period
of service. Termination of Rothschild's engagement hereunder shall not affect or impair the
Company's continuing obligation to indemnify Rothschild and certain related persons as provided
in Exhi bit A. Without limiting any of the foregoing, unless this Agreement is terminated by
Rothschild without cause or by the Company due to Rothschild's material breach of this
R.othschild of written notice of such material breach from the Company), gross negligence, fraud
or willful misconduct, the Completion Fee and the New Capital Fee(s) shall be payable in the
event that (!1) as applicable, a Transaction or New Capital Raise is consummated at anytime prior
to the expiration of one (I) year after the termination of thi s Agreement, or (.Q) a letter of intent or
473542
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June3,2012
definitive agreement with respect thereto is executed at any time prior to one (I) year after such
termination (which letter of intent or definitive agreement subsequently results in the
consummation of a Transaction or New Capital Raise, as applicable, at any time), in such case (y)
as to which Rothschild advised the Company hereunder prior to the termination of this Agreement
or (z) which involves a party identified or introduced by Rothschild to the Company pursuant to
this Agreement regarding a Transaction or New Capital Raise or with whom the Company held
discussions regarding a Transaction or New Capital Raise prior to the termination of this
Agreement. Without limitation of any of the foregoing, if this Agreement is terminated and any
warrants, purchase rights or similar contingent equity securities were issued during the term of this
Agreement in connection with Rothschild's engagement hereunder, the New Capital Fee shall be
payable in the event that any such warrants, purchase rights or similar contingent equity securities
are exercised at any time after such termination. for avoidance of doubt, the Completion Fee and
the New Capital Fee(s) shall not be payable if Rothschild terminates this Agreement without cause
or if the Company terminates this Agreement due to Rothschild's material breach of this
Rothschild of written notice of such material breach from the Company), gross negligence, fraud
or willful misconduct.
Section 9 Miscellaneous.
(a) Administrative Expense Priority. In a Bankruptcy Case of the Company, the
Company agrees that Rothschild's post-petition compensation as set forth herein and payments
made pursuant to reimbursement and indemnification provisions of this Agreement shall be
entitled to priority as expenses of administration under Sections 503(b)(l )(A) and 507(a)(2) of
the Bankruptcy Code and shall be entitled to the benefits of any "carve-outs" for professional fees
and expenses (which carve-outs shall be adequate to enable the Company to pay promptly
Rothschild the compensation and expense reimbursement contemplated hereby taking into
account the Company's obligations to other professionals entitled to the benefit of the carve-outs)
in effect in such cases pursuant to one or more financing orders entered by the Bankruptcy Court.
ln addition, the Company shall use its reasonable best efforts to ensure that any cash collateral
order, debtor-in-possession financing order and/or similar order entered in the Bankruptcy Case
permits the use of cash collateral and financing proceeds tor the full and prompt payment of
Rothschild's fees and expenses contemplated hereby.
(b) Survival, Successors & Assigns. Sections 4 through 9 hereof, inclusive, including
the provisions set forth in Exhibit A hereto, shall survive the termination or expiration of this
Agreement. The benefits of this Agreement and the indemnitication and other obligations of the
Company to Rothschild and certain related persons contained in Exhibit A hereto shall inure to the
respective successors and assigns of the parties hereto and thereto and of the indemnified parties,
and the obligations and liabilities assumed in this Agreement and Exhibit A by the parties hereto
and thereto shall be binding upon their respective successors and assigns.
(c) Benefit of Agreement; No Reliance by Third Parties. The advice (oral or written)
rendered by Rothschild pursuant to this Agreement is intended solely for the benefit and use of the
Company and its professionals in considering the matters to which this Agreement relates, and the
Company agrees that such advice may not be relied upon by any other person, used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any
473542
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June 3, 2012
purpose, nor shall any public references to Rothschild be made by the Company, without the prior
written consent of Rothschild or as otherwise provided in this Agreement.
(d) Nature o.f Relationship. The relationship of Rothschild to the Company hereunder
shall be that of an independent contractor and Rothschild shall have no authority to bind, represent
or otherwise act as agent, executor, administrator, trustee, lawyer or guardian tor the Company,
nor shall Rothschild have the authority to manage money or property of the Company. The parties
hereto acknowledge and agree that by providing the services contemplated hereunder, Rothschild
will not act, nor will it be deemed to have acted, in any managerial or fiduciary capacity
whatsoever with respect to the Company or any third party including, without limitation, security
holders, creditors or e m p l o y e e ~ of the Company.
(e) Rothschild Affiliates. Rothschild, through the equity owners of its parent company,
Rothschild North America Inc., has indirect affiliate relationships with numerous investment
banking institutions located worldwide (the "Affiliated Entities"). None of the Affiliated Entities
is being retained hereunder nor will any professionals or employees of the Affiliated Entities
provide services to the Company in connection with the matters contemplated hereby. The
Affiliated Entities are involved in a wide range of investment banking and other activities.
Rothschild can make no representation as to the "disinterestedness" (as defined in the Bankruptcy
Code) of the professionals or employees of the Affiliated Entities. Information that is held by the
Affiliated Entities wi ll not for any purpose be taken into account in determining Rothschild's
responsibilities to the Company hereunder. None of the Affil iatcd Entities will have any duty to
disclose to the Company or any other party, or utilize for the Company's benefit, any non-public
information acquired in the course of providing services to any other person engaging in any
transaction or otherwise carrying on its business .
(f) Required Information. Since Federal law requires Rothschild to obtain, verify,
and record information that identifies any entity not listed on the New York Stock Exchange, the
American Stock Exchange or whose common stock or equity interests have not been designated as
a National Market System security listed on the NASDAQ stock market that enters into a formal
relationship with it, the Company agrees to provide Rothschild with its tax or other similar
identification number and/or other identifying documents, as Rothschild may reasonably request,
to enable it to comply with applicable law. For your information, Rothschild may also screen the
Company against various databases to verify its identity.
(g) Public Announcements. The Company acknowledges that Rothschild may at its
option and expense, after public announcement of a Transaction or a New Capital Raise, place
announcements and advertisements or otherwise publicize the Transaction or New Capital Raise in
such financial and other newspapers and journals as it may choose, stating that Rothschild acted as
financial advisor to the Company in connection with such transaction. The Company further
consents to Rothschild's public use or display of Company's logo, symbol or trademark as part of
Rothschild's general marketing or promotional activities.
(h) CHOICE OF LAW: JUIUSDICTION. THIS AGREEMENT HAS BEEN
NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE IN NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
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June3,2012
YORK, WITHOUT GIVING EFFECT TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF
LAWS. REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE
OF BUSINESS OF THE PARTIES 1-IERETO, EACH SUCH PARTY HEREBY IRREVOCABLY
CONSENTS AND AGREES THAT ANY AND ALL CLAIMS OR DISPUTES BETWEEN THE
PARTIES liERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING
OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN (A) ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK
OR (B.) THE BANKRUPTCY COURT OR ANY COURT HAVING APPELLATE
JURISDICTION OVER THE BANKRUPTCY COURT. BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH PARTY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDrCTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT. EACH
PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE COMPANY
CONSENTS TO THE SERVICE OF PROCESS IN ACCORDANCE WITH NEW YORK LAW,
AND AGREES THAT TI-lE COMPANY'S PRESIDENT SHALL BE AUTHORIZED TO
ACCEPT SERVICE ON ITS BEHALF.
(i) Waiver of Jury Trial. Each of the parties hereto hereby knowingly, voluntarily
and irrevocably waives any right it may have to a trial by jury in respect of any claim upon, arising
out of or in connection with this Agreement or any Transaction. Each of the parties hereto hereby
certifies that no representative or agent of any other party hereto has represented expressly or
otherwise that such party would not seek to enforce the provisions of this waiver. Each of the
parties hereto hereby acknowledges that it has been induced to enter into this Agreement by and in
reliance upon, among other things, the provisions of this paragraph.
G) Entire Agreement. This Agreement and Exhibit A embodies the entire agreement
and understanding of the parties hereto and supersedes any and all prior agreements, arrangements
and understandings, either oral or written, relating to the matters provided for herein. No
alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless
the same is set forth in writing signed by a duly authorized representative of each of the parties
hereto.
(k) Authority. Each party hereto represents and warrants that it has all requisite power
and authority to enter into this Agreement and Exhibit A and the transactions contemplated hereby.
Each party hereto further represents that this Agreement has been duly and validly authorized by
all necessary corporate action and has been duly executed and delivered by each of the parties
hereto and constitutes the legal, valid and binding agreement thereof, enforceable in accordance
with its terms. Rothschild will assume that any instructions, notices or requests have been
properly authorized by the Company if they are given or purported to be given by, or is reasonably
believed by Rothschild to be a director, officer, employee or authorized agent.
(I) Counterparts. This Agreement may be executed in as many counterparts as may
be deemed necessary and convenient, and by the different parties hereto on separate counterpmis,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same i nstrumcnt. Delivery of an executed counterpart of a signature page to
473542
Page lO
June 3, 2012
this Agreement by telccopier shall be effective as delivery of a manually executed counterpart to
this Agreement.
(m) Notices. Any noti ce given pursuant to, or relating to, this Agreement shall be in
writing and shall be mailed or delivered by courier (a) if to the Company, at the address set fo1th
above, Attn: Mark Gendregske, CEO and (b) ifto Rothschild, to Rothschild Inc. , 1251 Avenue of
the Americas, 51
51
Floor, New York, New York 10020, Attention: Todd R Snyder, Co-Chair of
North American Debt Advisory and Restructuring, with a copy to Rothschild Inc., 1251 Avenue of
the Americas, 51 st Floor, New York, New York I 0020, Attention: General Counsel.
473542
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June 3, 2012
lf the foregoing correctly sets forth the understanding and agreement between Rothschild
and the Company, please so indicate by signing the enclosed copy of this Agreement, whereupon it
shall become a binding agreement between the parties hereto as of the date first above written.
473542
/"
I
Very trul f y[urs, // ( 1
INi! l /
B
. I ' I \ - \ /
y: _ _ __
R.._,Snyder
Executive Vice Chairman of North American
Global Financial Advisory, Co-Chair of North
Ameriqm Advisory and Restructuring
' I
r I / !

Page 12
June 3, 2012
Accepted and Agreed to as of
the date first written above on behalf
of itself and its direct and indirect
subsidiaries:
ALLIED SYSTEMS HOLDINGS, INC.
ALLI ED SYSTEMS, LTD. (L.P. )
By : ..
Name: J--
Titlc: 41! 't"
ALLIED AUTOMOTIVE GROUP, INC.
2:.,_ _
Name: !:J,..I
17
v-t 4--
Titlc: c;;;..K
473542
Exhibit A
The Company shall indemnify and hold harmless Rothschild and its affiliates, counsel
and other professional advisors, and the respective directors, officers, controlling persons, agents
and employees of each of the foregoing (Rothschild and each of such other persons, an
''Indemnified Party" and, collectively, the "Indemnified Parties"), from and against any losses,
claims or proceedings, including without limitation stockholder actions, damages, judgments,
assessments, investigation costs, settlement costs, fines, penalties, arbitration awards and any
other liabilities, costs, fees and expenses (collectively, "Losses") directly or indirectly in
connection with, arising out of, based upon, or in any way related to the engagement of
Rothschild under this Agreement or any transaction or conduct in connection therewith, provide.d
that the Company shall not be required to indemnify any Indemnified Party for such Losses if
and only to the extent that it is finally judicially determined by a court of competent jurisdiction
that such Losses arose primarily because of the gross negligence, willful misconduct or fraud of
such Indemnified Party. If multiple claims arc brought against an Indemnified Party, with
respect to at least one of which indemnification is permitted under applicable law and provided
for under this Agreement, the Company agrees that any judgment or award against such
Indemnified Party shall be conclusively deemed to be based on claims as to which
indemnification is permitted and provided for, except to the extent the judgment or award
expressly states that it, or any portion thereof, is based on a claim as to which indemnification is
not available.
The Company shall further reimburse any Indernni fled Party promptly after obtaining the
necessary approval of the Bankruptcy Court, if any, for any legal or other fees, disbursements or
expenses as they are incurred (.<!) in investigating, preparing, pursuing or settling any action or
other proceeding (whether formal or informal) or threat thereof, whether or not in connection
with pending or threatened litigation or arbitration and whether or not any Indemnified Pmty is a
party (each, an "Action") and (.Q) in connection with enforcing such Indemnified Patty's rights
under this Agreement; providclli, however, that in the event and only to the extent that it is finally
judicially determined by a court of competent jurisdiction that the Losses of such Indemnified
Patty arose primarily because of the gross negligence, willful misconduct or fraud of such
Indemnified Party, such Indemnified Patty will promptly remit to the Company any amounts
reimbursed under this paragraph.
Upon receipt by an Indemnified Party of notice of any Action, such Indemnified Party
shall promptly notify the Company in writing of such Action, but the failure to so notify shall not
relieve the Company from any liability hereunder (i) if the Company had actual notice of such
Action or (ii) unless and only to the extent that such failure results in the forfeiture by the
Company of substantial rights and defenses. The Company shall, if requested by Rothschild,
assume the defense of any such Action including the employment of counsel reasonably
satisfactory to Rothschild and will not, without the prior written consent of Rothschild (which
consent shal I not be unreasonably withheld), settle, compromise, consent or otherwise resolve or
seek to terminate any pending or threatened Action (whether or not any Indemnified Party is a
party thereto) unless such settlement, compromise, consent or termination ( ~ ) contains an
express, unconditional release of each Indemnified Party flom all liability relating to such Action
Rothschild Inc.
New York, NY 10020
WNW.rothschild.com
Todd R. Snyder
Co-Chair of North America Debt Advisory and Restructuring
Exhibit-A, Page 2
June 3, 2012
and the engagement of Rothschild under this Agreement and (.Q) does not include a statement as
to, or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Party. Any Indemnified Party shall be entitled to retain separate counsel of its choice
(reasonably satisfactory to the Company to the extent the fees and expenses of such counsel are
to be paid by the Company) and participate in the defense of any Action in connection with any
ofthe matters to which this Agreement relates, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (,'i) the Company has failed promptly to assume
the defense and employ counsel or (y) the named parties to any such Action (including any
impleaded patiies) include such Indemnified Patty and the Company, and such Indemnified Party
shall have been advised by counsel that there may be one or more legal defenses available to it
which are different from or in addition to those available to the Company; that the
Company shall not in such event be responsible under this Agreement for the fees and expenses
of more than one firm of separate counsel (in addition to local counsel) in connection with any
such Action in the same jurisdiction.
The Company agrees that if any right of any Indemnified Party set forth in the preceding
paragraphs is finally judicially determined to be unavai I able (except by reason of the gross
negligence, willful misconduct or fraud of such Indemnified Party), or is insufficient to hold such
!ndemni lied Party harmless against such Losses as contemplated herein, then the Company shall
contribute to such Losses in such proportion as is appropriate to ret1ect the relative benefits
received by the Company and its creditors and stockholders, on the one hand, and such
Indemnified Party, on the other hand, in connection with the transactions contemplated hereby,
and (.Q) if (and only if) the allocation provided in clause (a) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a)
but also the relative fault of the Company and such Indemnified Party; provided, that, in no event
shall the aggregate contribution of all such Indemnified Parties exceed the amount of fees
received by Rothschild under this Agreement. Benefits received by Rothschild shall be deemed
to be equal to the compensation paid by the Company to Rothschild in connection with this
Agreement. Relative fault shall be determined by reference to, among other things, whether any
alleged untrue statement or omission or any other alleged conduct relates to information provided
by the Company or other conduct by the Company (or the Company's employees or other agents)
on the one hand or by Rothschild on the other hand.
The Company also agrees that no lndemnitied Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company for or in connection with
advice or services rendered or to be rendered by any Indemnified Party pursuant to this
Agreement, the transactions contemplated hereby or any Indemnified Party's actions or inactions
in connection with any such advice, services or transactions except for and only to the extent that
such Losses of the Company are finally judicially determined by a cowt of competent
jurisdiction to have arisen primarily because of the gross negligence, willful misconduct or fraud
of such lndcmni tied Party in connection with any such advice, actions, inactions or services. In
the event the Company commences a Chapter 7 or Chapter 11 case, the Company shall use its
reasonable best efforts to require, as a condition of the Company releasing from liability any
creditor or other party-in-interest in the case, that such creditor or other party-in-interest release
all Indemnified Parties from all claims or other liabilities directly or indirectly in connection
473542
Exhibit-A, Page 3
June 3, 2012
with, arising out of, based upon, or in any way related to the engagement of Rothschild under this
Agreement or any transaction or conduct in connection therewith, provided that the Company
shall not be required to obtain such release with respect to the gross negligence, willful
misconduct or fraud of any Indemnified Party.
rhe rights of the Indemnified Parties hereunder shall be in addition to any other rights
that any Indemnified Pa1ty may have at common law, by statute or otherwise. Except as
otherwise expressly provided for in this Agreement, if any term, provision, covenant or
restriction contained in this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the
terms, provisions, covenants and restrictions contained in this Agreement shall all remain in full
force and effect and shall in no way be affected, impaired or invalidated. The reimbursement,
indemnity and contribution obligations of the Company set forth herein shall apply to any
modification of this Agreement and shall remain in full force and effect regardless of any
termination of, or the completion of any fndemnified Party's services under or in connection
with, this Agreement.
473542

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