In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
~ Chapter ll
~ Case No. 12-11564 (CSS)
~ (Jointly Administered)
Debtors.
) Hearing Date: August 28, 2012 at II :00 a.m.
~ Objection Deadline: August 8, 2012 at4:00 p.m.
NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on July 25,2012, the Official Committee ofUnsecured
Creditors for Allied Systems Holdings, Inc., et al. (the "Committee) filed the attached
Application for Entry of an Order Authorizing the Employment and Retention of Conway
Mackenzie, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors, Nunc
Pro Tunc to June 25, 2012 (the "Application") with the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court").
PLEASE TAKE FURTHER NOTICE that any objections to the Application must be
made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware
19801 and served so as to actually be received by the following: Counsel for the Debtors:
Troutman Sanders LLP, Attention: Ezra H. Cohen, Esq., Carolyn Peterson Richter, Esq. and
Jeffrey W. Kelley, Esq., Bank of America Plaza, 600 Peachtree Street, Suite 5200, Atlanta, GA
30308-2216 and Richards, Layton & Finger, P.A., Attention: Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Marisa A. Terranova, Esq., 920 N. King Street, Wilmington, DE 19899;
The debtors in the above-captioned cases (collectively, the "Debtors"), 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 (90-0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); 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); GAGS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC
(45-4242057); QAT, Inc. (59-2876863); RMX LLC (31 -0961 359); Transport Support LLC (38-2349563); and
Terminal Services LLC (91-0847582). The location of the Debtors' corporate headquarters and the Debtors'
address for service ofprocess is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
Counsel for the Official Committee of Unsecured Creditors: Sidley Austin LLP, Attention:
Michael G. Burke, Esq., Brian J. Lohan, Esq., Dennis Kao, Esq., 787 Seventh Avenue, New
York, New York 10019 and Matthew A. Clemente, Esq., One South Dearborn Street, Chicago,
Illinois 60603 and Sullivan Hazeltine Allinson LLC, Attention: William D. Sullivan, Esq.,
William A. Hazeltine, Esq., and Elihu E. Allinson, III, Esq., 901 North Market Street, Suite
1300, Wilmington, DE 19801 ; and The United States Trustee, Attention: David L. Buchbinder,
Office of the U.S. Trustee, J. Caleb Boggs Federal Building, 844 North King Street, Suite 2207,
Wilmington, DE 19801 on or before August 8, 2012 at 4:00p.m. prevailing Eastern time.
PLEASE TAKE FURTHER NOTICE that a hearing on the Application will be held
before the Honorable Christopher S. Sontchi at the Bankruptcy Court, 5
111
Floor, Courtroom 6, on
August 28,2012 at 11:00 a.m. prevailing Eastern time.
PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTION OR OTHER
RESPONSE TO THE APPLICATION IS TIMELY FILED IN ACCORDANCE WITH
THE PROCEDURES SET FORTH ABOVE, THE BANKRUPTCY COURT MAY
ENTER AN ORDER GRANTING THE RELIEF SOUGHT IN THE APPLICATION
WITHOUT FURTHER NOTICE OR A HEARING.
Dated: July 25, 2012
Wilmington, Delaware
SULLIVAN HAZELTINE ALLINSON LLC
Is/ William D. Sullivan
William D. Sullivan (No, 2820)
William A. Hazeltine (No. 3294)
901 N. Market St., Suite 1300
Wilmington, DE 1980 I
Tel : (302) 428-8191
Fax: (302) 428-8195
-and-
2
SIDLEY AUSTIN LLP
Michael G. Burke
Brian J. Lohan
Dennis Kao
787 Seventh A venue
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Matthew A. Clemente
One South Dearborn Street
Chicago, IL 60603
Tel: (312) 853-7000
Fax: (312) 853-7036
Proposed Counsel.for the Official Committee of
Unsecured Creditors
3
NYI 8313421v. l
EXHffiiTA
Declaration of Timothy A. Turek
Inre:
IN THE UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et
a/.,
1
Case No. 12-11564 (CSS)
(Jointly Administered)
Debtor.
DECLARATION OF TIMOTHY A TUREK ON BEHALF OF CONWAY MACKENZIE,
INC., PROPOSED FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 25, 2012
I, Timothy A. Turek, being duly sworn, deposes and says:
1. I am a Managing Director of Conway MacKenzie, Inc. ("CM"), a financial and
capital market advisory firm with its principal office at401 S. Old Woodward Ave, Birmingham,
Michigan 48009. I am duly authorized to make this declaration on behalf of CM. I submit this
declaration in support of the application (the "Application") of the Official Committee of
Unsecured Creditors in the chapter 11 cases (the "Committee") for an order
authorizing the employment and retention of CM as financial advisor to the Committee. Except
as otherwise noted, I have personal knowledge of the matters set forth herein.
2. I make this Declaration from infonnation derived from the business records of
CM. I will supplement this Declaration as required by Bankruptcy Rule 2014 if additional
information becomes available concerning any relationship or connection between the Debtors,
their creditors or interest holders, and CM based on information that comes to my attention.
QUALIFICATIONS OF CM
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. (58-220 I 081 ); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0 169281); Allied Systems, Ltd. (L.P.) (58-171 0028); Axis Areta, LLC (45-521 5545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Caniers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS
lncmporated (58-1944786); Logistic Systems, LLC ( 45-424175 I); Logistic Technology, LLC ( 45-4242057);
QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Tenninal
Services LLC (91-0847582). The location of the Debtors' corporate headquarters and the Debtors' address tor
service of process is 2302 Parklake Drive, Bldg. I 5, Ste. 600, Atlanta, Georgia 30345.
NYI 831342lv. l
3. The Committee has selected CM to serve as financial advisor to the Committee
and to perform all of the services necessary and desirable to the conduct of these Chapter 11
Cases
2
on behalf of the Committee. The Committee selected CM primarily because of CM's
familiarity with the Debtors' businesses and extensive experience in providing fmancial advisory
services to official committees of unsecured creditors in other chapter 11 cases and other
constituents involved in restructuring matters in the car haul and automotive industry. CM is a
leader in providing financial advisory, turnaround consulting and investment banking
3
services in
bankruptcies, reorganizations and sale proceedings, and has an excellent reputation for the
services it has rendered in chapter 11 cases throughout the United States.
4. My colleagues and I have been engaged to provide advisory services in hundreds
of restructurings - both in and outside of bankruptcy - on behalf of debtors, officiaL committees,
creditors and equity security holders, and have vast experience working on companies in
distressed situations. Selected current and previous advisory assignments in which CM has
participated include the chapter 11 cases of ProCare Automotive Service Solutions, Schwab
Industries, Inc., Cornerstone Ministries Investments Inc., Lack's Stores, Inc., U.S. Concrete Inc.,
MCSi and Arch Aluminum & Glass. In addition, I have executed extensive out-of-court
restructurings and turnarounds for companies ranging in size from $25 million to over $1 billion.
Furthermore, CM has advised numerous constituents in connection with restructuring matters in
tlle car haul and automotive industry, including in Chrysler Corporation, Allied's out-of-court
restructuring efforts, and Allied's first chapter 11 bankruptcy in the United States Bankruptcy
Court for the Northem District of Georgia.
5. Since June 25, 2012, CM has rendered financial advisory serv1ces to the
Committee in connection with the Chapter 11 Cases. CM has become thoroughly familiar with
the debtors and debtors-in-possession (collectively, the "Debtors") including their operations,
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.
Variant Capital Advisors LLC will provide investment banking services to the Committee under the terms of
the Engagement Letter.
2
assets and liabilities, and is well-qualified to represent the Committee as financial advisor in
connection with these cases in a cost-effective and efficient manner.
6. CM contemplates that it will provide a full range of advisory services required to
represent the C01mnittee in the course of these cases. CM and the Committee have entered into
an agreement (the "Engagement Letter"), whereby CM will provide financial advisory services
to the Committee. The fmancial advisory services that CM will provide (the "Services") include,
but are not limited to, the following:
(a) Review and analysis of the Debtors' financial condition and the circumstances
leading up to the cunent financial distress, current business plan, and operating
metrics as a basis, in part, for evaluating the prospects for a financial recovery and
viable plan of treatment for unsecured creditors of the Debtors (the "Unsecured
Creditors"), and as pati of the analysis, review the prospects of a successful
reorganization supported, in part, by a viable business plan, access to capital, asset
sales, contemplated changes in the operations, etc. such that it results in maximum
recovery to the Unsecured Creditors;
(b) Supplement the Committee's review of the financial and cash flow projections and
debtor-in-possession financing terms to evaluate the risks and opportunities
represented or inherent therein and the sufficiency of the debtor-in-possession
financing necessary to get to resolution of the circumstances;
(c) Review and/or assist in the Debtors' analysis of potential chapter 5 recoveries,
including, but not limited to fraudulent conveyances and preferential transfers, and
any other potential litigation recoveries;
(d) Evaluate other assets and claims available to the Unsecured Creditors and estimate
value, if any;
(e) Review and evaluate the Rothschild Inc. ("Rothschild") sale process undertaken prior
to the Debtors' voluntary filing and other activities used to solicit interest in the assets
of the Debtors; detennine how comprehensive, complete or thorough the process was;
and evaluate the contemplated post-petition process to be used by Rothschild to
solicit capital or sell the assets of the Debtors;
(f) Assist the Committee and its counsel in developing strategies and related negotiations
with the Debtors and other interested parties with respect to elements of the Debtors'
treatment to the Unsecured Creditors or alternative proposals;
(g) Provide expert witness testimony concerning any of the subjects encompassed by the
other financial advisory services, if requested by the Committee; and
3
(h) Provide such other advisory or investment banking services as are customarily
provided in connection with the analysis and negotiation of a Restructuring, as
requested and mutually agreed.
7. I believe that the Services are necessary to enable the Committee to assess and
monitor the efforts of the Debtors and their professional advisors to maximize the value of their
estates. Further, CM is well-qualified and able to represent the Committee in a cost-effective,
efficient and timely manner.
RATES TO BE CHARGED BY CM
8. Subject to the Court's approval, and in accordance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, orders of this Court and
guidelines established by the Trustee, pursuant to the Engagement Letter, the Committee submits
that the most reasonable terms and conditions are those agreed upon by CM and the Committee,
which are substantially similar to those entered into between CM and other clients on a daily
basis in a competitive market for financial advisory and investment banking services. The
compensation arrangement provided for in the Engagement Letter is consistent with, and typical
of, arrangements entered into between fmancial and capital advisory firms and committees in
chapter 11 cases.
9. CM will only be paid a monthly fee and reasonable out-of-pocket expenses- CM
will not be paid a success or transaction fee of any kind. In particular, CM will charge for its
advisory services on an hourly basis in accordance with its customary hourly rates in effect as of
June 25, 2012, which range from $100 (paraprofessional) to $725 (senior managing director),
subject to periodic adjustments and certain financial accommodations made by CM as set forth in
this Application and in the Engagement Letter. As an accommodation to the Committee's
request, CM's monthly fees (the "Monthly Fees") will be capped at $100,000 (the "Cap"), plus
reasonable out-of-pocket expenses, for the duration of the engagement. Any Monthly Fees in
excess of the Cap can be carried into a future month (the "Carry Over Fees"), to the extent that
the total fees in that month are less than $100,000. Carry Over Fees can be used in any future
month, to the extent that availability exists under the cap. For greater certainty, the Cap applies
4
only to professional fees and not any reasonable out-of-pocket expenses, which are not subject to
any monthly limitation. As a further accommodation to the Committee, CM wiJl discount the
foregoing standard hourly rates by 1 0%.
10. In addition, the Committee also contemplates that CM may use professionals from
its affiliate, Variant Capital Advisors LLC ("Variant Capital") in order to provide investment
banking and related services. For the applicable professionals who will be providing services to
the Committee (i.e. Managing Directors and Senior Managing Directors), Variant Capital
typically charges for such services on an hourly basis in accordance with its hourly rates (in
effect as of June 25, 2012), which range from $495 to $575. As a further accommodation to the
Committee, CM will discount the foregoing standard hourly rates of Variant Capital by 10%.
11. The Committee also has agreed to reimburse CM for all reasonable out-of-pocket
expenses incurred by CM during this engagement, including, but not limited to, travel expenses,
document production/reproduction, communication charges, teleconference charges, courier
services, working meals, and the reasonable fees and expenses of the CM's counsel and other
necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the
nature and amount of such expenses. CM will charge the Committee for these expenses in a
manner and at rates consistent with charges made generally to CM's other clients. CM will
make every effort to minimize expenses in these chapter 11 cases.
12. CM will maintain detailed, contemporaneotiS records of time and any actual and
necessary expenses incurred in connection with rendering the advisory services described above
by category and nature of the services rendered.
13. CM intends to apply to the Court for compensation and reimbursement of
expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, further orders of this Court and the guidelines established by the Office
of the Trustee for all services performed and expenses incurred. However, pending such
applications, CM may request payment of its fees and expenses in accordance with any interim
compensation procedures order approved by the Comt. The Committee requests that aU
5
professional fees and related costs incurred by the Committee on account of services rendered by
CM in the Chapter 11 Cases be paid as administrative expenses of the Debtors' estates m
accordance with the Bankruptcy Code and applicable orders entered in the Chapter ll Cases.
CM IS A "DISINTERESTED PERSON" UNDER THE BANKRUPTCY CODE
14. Neither I, CM, nor any employee thereof, insofar as I have been able to ascertain
and except as set f01ih below: (a) hold or represent any interest materiaUy adverse to the Debtors
or their estates, largest creditors, or equity security holders in connection with the Chapter 11
Cases; or (b) represent any other entity in connection with these cases having an interest adverse
to the Committee. Further, insofar as I have been able to ascertain, other than in connection with
the Chapter 11 Cases, CM has no connection (connection being defined as a professional
relationship) with the Debtors, their creditors, or any other party-in-interest herein, or their
respective attorneys or accountants, or the United States Trustee or any person employed in the
Office of the United States Trustee, except as set forth below. Accordingly, I believe CM is a
"disinterested person" within the meaning of section l 01 (14) of the Bankruptcy Code.
1.5. In reaching this conclusion, my staffhas searched CM' s computerized "conflicts"
database for each of the following entries: (a) the Debtors, (b) the Debtors' first and second lien
secured creditors and agent banks; (c) the forty largest unsecured creditors of the Debtors; (d)
parties adverse to the Debtors in litigation; (e) the holders of 5% or greater of the Debtor entities'
common stock; (f) the members of the Debtor entities' Board of Directors and executive officers;
(h) major customers of the Debtors; (i) each of the Debtors' proposed bankruptcy professionals;
(j) the professionals retained or proposed to be retained by certain parties of interest; (k) the
unions representing employees of the Debtors; (I) depository and letter of credit banks of the
Debtors; (1) liability and property insurers of the Debtors; (m) the terminal landlords of the
Debtors; (n) the utility providers of the Debtors; ( o) the relevant pension funds; (p) the judges on
the United States Bankruptcy Court for the District of Delaware; and (q) the Office of the United
States Trustee for Region 3.
6
16. Attached hereto as Exhibit 1 is a list of all persons and entities that were reviewed
for potential connections with CM. The charts set forth in Exhibit 2 hereto summarize the results
of the foregoing searches; specifically identifying current and former representations by CM of
the persons and entities identified on Exhibit 1. As set forth in greater detail in Exhibit 2, and
subject to any explanations and/or exceptions contained therein, CM does not hold or represent
any interest adverse to the Debtors' estates or the Committee in connection with the Chapter 11
Cases. In addition, CM (a) is not a creditor, an equity security holder, or an insider of any of the
Debtors, (b) is not and was not, within two years before the Petition Date, a director, officer, or
employee of any of the Debtors, and (c) does not have an interest materially adverse to the
interest of any of the Debtors' estates or of any class of creditors or equity security holders, by
reason of any direct or indirect relationship to, connection with, or interest in, any of the Debtors,
or for any other reason. Accordingly, CM is a "disinterested person" within the meaning of
section 1 01 ( 1 4) of the Bankruptcy Code.
17. To the best of my knowledge and information, CM has no connections with the
Office of the United States Trustee or any person employed by the Office of the United States
Trustee or the United States Bankruptcy Court for the District of Delaware (the "Courts")
beyond those set forth in Exhibit 2, other than normal professional connections that CM may
have developed as a result of its representations of various parties in interest in unrelated matters
before the Courts.
18. From time to time, CM may have represented, may currently represent, or may in
the future represent, certain of the Debtors' creditors and other parties in interest, or interests
adverse to such creditors or parties in interest, in matters unrelated to these cases.
19. As a result, upon reasonable inquiry and to the best of my knowledge, I have
detem1ined that CM does not currently represent any of the entities listed in Exhibit 1, or
interests adverse to any such entities, in matters related to the Chapter 11 Cases. In light of the
extensive number of creditors and other parties in interest in the Chapter 11 Cases, and because
definitive lists of all such creditors and other parties in interest have not yet been prepared,
7
[-
neither I nor CM are able to conclusively to identify all relationships or potential relationships
with all creditors or other parties in interest in the Chapter 11 Cases. CM is conducting a
continuing inquiry to ascertain whether there exists any situation which would affect, or appear
to affect, CM's status as a "disinterested person." If additional disclosure is required, l will
promptly file a supplemental declaration with this Court after this inquiry is completed.
20. CM has not entered into any arrangement to share any compensation that may be
awarded by the Court, except as permitted under section 504(b) ofthe Bankruptcy Code.
Pursuant to 28 U.S. C. 1746, l declare under penalty of perjury that the f()regoing is true
and correct to the best of my knowledge, information and belief
Dated: July 25, 2012
u y A. Turek
anaging Director
Conway MacKenzie, Inc.
8
Exhibit 1 -Potential Parties in Interest
Debtor Entities
Allied Systems Holdings, Inc.
Allied Automotive Group, Inc.
Allied Systems, Ltd. (L.P.)
Allied Systems (Canada) Company
QAT, Inc.
RMXLLC
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.
Cardin Transport, LLC
Terminal Services, LLC
Axis Canada Company
First Lien Secured Creditors
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)
A venue CLO IV, Ltd.
Avenue CLO V, Ltd.
A venue 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
9
Vista Leveraged Income Fund
Del Mar Master Fund, LTD (Del Mar Distressed Opp01tunities Master Fund)
Second Lien Secured Creditors
Yucaipa American Alliance Fund I, LP
Yucaipa American Alliance (Parallel) Fund I LP
Drum Special Situation Partners III LP
McDonnell Loan Opportunity Ltd.
Spectrum Investment Partners LP
Bank ofNew York Mellon
Unsecured Creditors
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 A UHL US
Hyundai Auto Canada
10
5107 County Drive LC
Pension Benefit Guaranty Corporation*
*Denotes Committee Member
Maior Customers (Automotive Group- U.S)
Ford Motor Corporation
Mitsubishi Fuso
UPS Autologistics
United Parcel Service
lzuzu Transport, Inc.
Major Customers (Automotive Group- Canada )
Hyunda Canada
Kia Canada
Nissan Canada
Glovis, Inc.
Mitsubishi Canada
Mazda Canada
Wilhelmsen Logistics
Pro max
(Major Customers - Axis Group)
Ally Financial
Chrysler
Hertz
Enterprise
Avis
Manheim, Inc.
Adessa
Unions
International Brotherhood of Teamsters (Teamsters National Automobile Transporters Industry
Negotiating Committee*)
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
11
Teamsters Health & Welfare and Pension Funds of Philadelphia
Canadian Auto Carriers and Logistics
Teamsters Canadian Pension Plan
Litigation
General Motors Corp. (General Motors LLC*)
Jack Cooper Transport Co., Inc.
Significant holders
Yucaipa American Alliance Fund I, LP
Yucaipa American Alliance (Parallel) Fund I LP
Member of Debtor Entities' Boards of 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
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)
12
AIG Environmental Insurance Company of Canada
ARCH Insurance Co.
Chartis Insurance Co. of Canada
Royal and SunAiliance Insurance Company of Canada
Depositary Banks
JPMorgan Chase Bank
Bank of America
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
13
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
The New York Susquehanna and Western Railway Corporation
The City ofNew York Department of Small Business Services
Judges on the United States Bankruptcy Court for the District of Delaware
Kevin Gross
Judith K. Fitzgerald
Kevin J. Carey
Brendan L. Shannon
Christopher S. Sontchi
Mary F. Walrath
Peter 1. Walsh
Office Of The United States Trustee For Region3- Wilmington, DE
Roberta A. DeAngelis
Joanne E. Clausen
Kam Salisbury
Dianne P. Dugan
Linda P. Logan
T. Patrick Tinker
David Buchbinder
Shakima L. Dortch
Diane Giordano
Christine Green
Benjamin Hackman
Jeffrey Heck
Mark Kenney
David Klauder
Jane Leamy
Tony Murray
James R. O'Malley
Lauren O'Neal
Michael Panacio
Tiiara Patton
Juliet Sarkessian
Richard Schepacarter
Ramona Vinson
14
Michael West
Dion Wynn
Allied Attomeys
Troutman Sanders, LLP
Ogletree Deakins
Richards, Layton & Fingers, P.A.
Gowling Lafleur Henderson LLP (Canadian Counsel)
Allied Accountants and Financial Advisors
Price Waterhouse 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 ofNew York, Inc.
National Fuel
Erie County Water Authority
New York State Elec. & Gas
En max
Direct Energy Regulated Services
Cal-Portisan
Hydro Quebec
Cayce, City (SC)
SCE&G
City of Cottage Grove (MN)
Xcel Energy- Northern States Power Comp.
DTEEnergy
City of Dearborn (MI)
EPCOR
UnitedREMC
City of Fort Wayne (IN)
Northern Indiana Pub. Serv. Co.
Halifax Regional Water Commission
Nova Scotia Power
15
Public Water Supply District No. 2- Liberty
Kansas City Power & Light
Missouri Gas Energy
KCMO Water Services Department
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
Union Gas
City of Winnipeg (MB)
Manitoba Hydro
Duke Energy
City of Winston-Salem NC
Progress Energy
La Petroliere
United Propane LLC
Dominion Virginia Power
Ostem1an Gas Service Inc.
City Water International Inc.
Ameri gas-Pittsburgh
Puget Sound Energy
AT&T
Granite Telecommunications
Sprint
Verizon
16
Infinite Conferencing Inc.
Compton Communications
Megapath Networks Inc.
Century link
Frontier Telephone
Avaya, Inc.
Bell Aliant
Bell Canada
Bell Mobility
Bell Motor Express, Inc.
Kleinschmidt, Inc.
Roger Wireless, Inc.
ANX Ebusiness
Paetec
GXS
17
Exhibit 2- CONFLICTS SEARCH SUMMARY
1
Representations by CM of the Debtor entities:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of clients involving the Debtors
Active Unrelated Representations Inactive or Former Unrelated
Re1>resentations
None None
Representations by CM of the Debtors' first lien agent and the first lien secured lenders:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches by CM to Yucaipa and
affiliated entities on unrelated matters.
Client pitches by CM to Black Diamond and
affiliated entities on unrelated matters.
Representations by CM of the Debtors second lien agent and the second lien secured lenders:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches by CM to Yucaipa and
affiliated entities on unrelated matters.
Representations by CM of the Debtors' major unsecured creditors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
CM represents General Motors and affiliated Client pitches by CM to Central States
entities on unrelated matters. Pension and affiliated entities on unrelated
CM is the FA to an UCC of which Central matters.
States Pension is a member on an unrelated Client pitches and past representation by CM
matter. to Chrysler LLC and affiliated entities on
unrelated matters.
Client pitches by CM and past representation
1
The information included in this Exhibi t reflects CM's active and f01mer representations during the live (5) year
period preceding the Petition Date--in certain situations, a former representation beyond five (5) years which
did not contain a clear "closed" date has been included on this Exhibit for the sake of completeness.
NYI 8313421v.l
to PBGC on unrelated matters.
Client pitches and past representation by CM
to Ford Motor Company on unrelated matters.
Client pitches and past representation by CM
to General Motors and affiliated entities on
unrelated matters.
Representations by CM of parties adverse to Allied in litigation:
Active Unrelated Representations Inactive or Forme Unrelated
Representations
CM represents General Motors and affiliated Client pitches by CM to Black Diamond and
entities on unrelated matters. affiliated entities on unrelated matters.
Client pitches by CM to Jack Cooper
Transport Co. and affiliated entities on
unrelated matters.
Representations by CM of significant shareholders of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches by CM to Yucaipa and
affiliated entities on unrelated matters.
Representations by CM of the directors and officers of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of major customers of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches and past representation by CM
to Ford Motor Company on unrelated matters.
Representations by CM of legal and financial professionals retained or to be retained by the
Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches and co-representation by CM
with and to Troutman Sanders, LLP on
unrelated matters.
2
Representations by CM of professionals retained or to be retained by Parties in Interest:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of Unions Representing the Employees of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of Depository and Letter of Credit Banks:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches and past representation by CM
to JPMorgan Chase and affiliated entities on
unrelated matters.
Client pitches and past representation by CM
to Bank of America and affiliated entities on
unrelated matters.
Client pitches and past representation by CM
to Wells Fargo Bank and affiliated entities on
tmrelated matters.
Representations by CM ofLiability and Property fnsurers in the United States of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of Liability and Property insurers in Canada of the Debtors:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of terminal landlords of the Debtors' .
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of utility providers to the Debtors:
3
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of the Pension Funds involved in the Debtors' cases:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None Client pitches by CM to Central States
Pension and affiliated entities on unrelated
matters.
Representations by CM of the judges of the United States Bankruptcy Cowt for the District of
Delaware:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
Representations by CM of attorneys employed by the Office of the United States Trustee for
Region 3, Wilmington, Delaware:
Active Unrelated Representations Inactive or Former Unrelated
Representations
None None
4
NYI 8313421v. l
EXHIBITB
Engagement Letter
Pril'ate & Confidential
Via E-mail
Committee Chair
ill t !lt'Ri!'Wf*'i-
401 South Old Woodward Avenue, Suite 340
Birmingham, Michigan 48009
248.433.3100 1248.433.3143 FAX
www.ConwayMacKenzie.com
June 25,2012
Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc.
Re: Engagement of Conway M(lcKenzie, Inc. to Provide Professional Services to the
Official Committee of Unsecured Creditors
Dear Sir/Madam:
This letter confirms the tenus and conditions of the engagement by the Official Conm1ittee of
Unsecured Creditors (the "Committee") of Allied Systems Holdings, Inc. , et a!. ("Allied" or the
"Company") of Conway MacKenzie, Inc. (collectively, "CM") to provide professional services in
connection with the Committee's efforts to maximize the value of the claims of unsecured creditors of
Allied given the Company's current financial distress and related insolvency proceeding.
Scope of Engagement
Based on confidential discussions with the Committee's legal advisors, Sidley Austin LLP, our
services are contemplated to initially include, but may be subsequently modified depending upon the
circumstances, new information, and at your direction, the following:
Review and analysis of Allied's financial condition and the circumstances leading up to the
current financial distress, cunent business plan, and operating metrics as a basis, in part, for
evaluating the prospects for a financial recovery and viable plan of treatment for unsecured
creditors. As part of the analysis, review the prospects of a successful reorganization
supported, in part, by a viable business plan, access to capital, asset sales, contemplated
changes in the operations, etc. such that it results in maximum recovery to the unsecured
creditors;
Supplement the Committee's review of the financial and cash flow projections and DIP
financing terms to evaluate the risks and opportunities represented or inherent therein and tbe
sufficiency of the DIP financing necessary to get to resolution of the circumstances;
TURNAROUND MANAGEMENT CONSULTING MANUFACTURING OPERATIONS CONSULTL"G iNTERIM EXECUTIVE M.'INAGEMENT LoW COST COt.'NTRY SOlJRCING
BA.'IKRUPTCY/Ft{lUCit\RY SERVICES . LITIGATION SUPPORT & EXPERTTEsTL>,fONY. fORENSIC A<.'COU:\'TING & FRAUD INVESTIGATIONS . VALUATIONS
DAMAGE CLAJI<I QUANTIFIC'.ATION INVESTMENT BANKING SERVICES . DEBT REHRUC'TURINO MERGERS & ACQUISITIONS CAPIHL RAISING SERVICES
Committee Chair
June 25, 2012
Page2
Review and/or assist in the Company's analysis of potential Chapter 5 recoveries
(preferential transfers, fraudulent conveyances or other). Evaluate other assets and claims
available to the unsecured creditors and estimate value, if any;
Review and evaluate the Rothsch.ild Inc. ("Rothschild") sale process undertaken prior to
Allied's voluntary filing and other activities used to solicit interest in the assets of Allied.
Detennine how comprehensive, complete or thorough the process was. Evaluate the
contemplated post-petition process to be used by Rothschild to solicit capital or sell the
assets of the Company;
Assist the Committee and its counsel in developing strategies and related negotiations with
Allied and other interested parties with respect to elements of Allied's treatment to the
Unsecured Creditors or alternative proposals;
Other items as requested by the Committee.
Engagement Fees
Fees for our services will be based upon the actual munber of hours incurred at hourly rates
ranging from $100 (paraprofessional) to $725 (senior managing director) and will be billed monthly,
together with out-of-pocket expenses incurred in compliance with the Bankruptcy Court's guidelines.
Hourly rates are subject to periodic adjustment. As an accommodation to the Committee's request, CM's
fees, as quoted herein, are limited to $100,000 a month, plus reasonable out of pocket expenses, for the
duration of the engagement. Notwithstanding, any fees in excess of the $100,000 monthly limitation can
be carried into a future month ("Carry Over Fees"), provided that the total fees in that month are not
greater than $100,000. Carry Over Fees can be used in any future month. To the extent that the incurred
monthly fees including any Carry Over Fees are less than $100,000, then CM will only bill the amount of
the incurred fees plus Cany Over Fees. For clarification, the $100,000 limitation applies only to
professional fees and not any reasonable out of pocket expenses, which are not subject to any monthly
limitation. A. Jeffrey Zappone, Senior Managing Director will provide oversight and engagement
management with a standard billing rate of $575 per hour. Timothy A. Turek, Managing Director and
John B. Pidcock, Managing Director, will be the lead consultants with standard billing rates of $565 and
$465 per hour, respectively. Senior Associate and Director billing rates range from $250 to $475 an hour.
In rendering its services under this engagement letter, the Committee acknowledges that CM may use
professionals from its affiliate, Variant Capital Advisors LLC ("Variant Capital"). Variant Capital
Managing Director and Senior Managing Director (Michael Fixler and Thomas Gordy, respectively)
standard billing rates will range from $495 to $575 an hour. As a further accommodation to the
Committee, CM will discount the foregoing standard hourly rates by l 0%. Approval and payment of fees
will be made pursuant to the rules of the District of Delaware Bankruptcy Court. The Committee agrees
to support and facilitate an expedited process to approve our retention.
Access to Records
In order for us to perform our services, it will be necessary for our personnel to have access to
certain books, records and reports of the Company, and to have discussions with Company personnel.
Accordingly, we understand that the Company has agreed to cooperate with our personnel, and to make
available its personnel and fully disclose any books, records and other sources from which data can be
Committee Chair
June 25, 2012
Page3
obtained and that the books, records and reports of the Company are of reasonable organization and
quality.
Non-Audit
Because of the time and scope limitations implicit in our engagement, the depth of our analysis
and verification of data is significantly limited. We understand that we are not being requested to perform
an audit nor apply generally accepted auditing standards or procedures. We understand that we are
entitled, in general, to rely on the accuracy and validity of the data disclosed to us or supplied to us by
employees and representatives of the Company. We will not, nor are we 1mder any obligation to update
data submitted to us or review any areas unless you specifically request us to do so in writing.
Confidentiality
It is agreed that all professional services will be performed on a confidential basis. Any
information that CM requests of the Col11111ittee or the Company will be for the sole purpose of
accomplishing the services as described above, and such information shall be used for no other purposes.
Such information will be held in confidence and not used, disclosed to others, or in any way used by CM
for any purposes other than as specifically provided for by the tenus of this engagement letter. CM wilt
restrict dissemination of any information provided or disclosed to us or to our employees and agents who
have an actual need to know, and are informed by us of the confidential nature of the information and the
obligations herein. All such infonnation shall remain the sole property of the Committee or the Company
and CM shall obtain no right of any kind to any of the information. Upon written notice, CM will
promptly retmn all writings, records, documents and copies contairung any of the confidential
information.
Disclosure of Pre-existing Relationships
We have informed you that CM professionals may have been retained by the Company or its
creditors in the past. At the present time, CM knows of no facts or circumstances that would represent a
conflict of interest for it with regard to its engagement by the Committee in cmmection with the
aforementioned services. CM continues to execute its conflict check process and to the extent conflicts
are identified, we will appropriately disclose them to you.
Indemnification and Limitation of Liability
In consideration of our agreement to act on the Committee's behalf in connection with this
engagement, the Company agrees to indetmtify, hold harmless, and defend CM and certain other entities
and persons as set forth on the attached Schedule l.
Termination
Either the Committee or CM may terminate this engagement at any time and for any reason
whatsoever provided that, if tenninated by Committee for convenience or otherwise not for cause, all
professional fees and expenses due, both billed and unbilled, including Carry Over Fees, up through the
Committee Chair
J une 25,2012
Page 4
time and date of tennination shall be billed to the pursuant to the guidelines of the District of Delaware
Bankntptcy Court. If CM terminates or resigns, professional fees and expenses, both billed and unbilled,
through the month of resignation sball be limited and billed pursuant to the $100,000 monthly cap (plus
reasonable out of pocket expenses). At the end of engagement, to be defined as the last day of the month
when any of the following events occurs: (a) effective date of chapter II plan, (b) conversion to chapter
ll to chapter 7, or (c) dismissal of the chapter 11 cases, CM will forever waive any remaining Carry Over
Fees. The confidentiality, indemnification and limitation of liability provisions of this agreement shall
survive termination ofCM's engagement by the Committee.
Governing Law
This agreement letter shall be govemed by and construed in accordance with the laws of the State
of Ohio without regard to such state's rules concerning conflict of laws.
Severability
If any term, provision or portion of this agreement letter shall be detennined to be invalid, void or
unenforceable, the remainder of the terms, provisions and portions of this agreement letter shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Complete Understanding
This agreement letter sets forth the entire understanding of the parties concerning the matters
contained herein and supersedes all prior agreements, anangements and communications, whether oral or
written, with respect to the matters contained herein.
Modification
This agreement letter may not be altered, modified or changed in any manner except by a writing
duly executed by the parties hereto.
Notices
All notices required or permitted to be delivered under this letter agreement shall be sent, if to
CM, to the address set forth at the head oftbis letter, to the attention of Mr. Van E. Conway, and if to the
Committee, to the address set forth above to the attention of the Committee's Counsel, or to such other
name or address as may be given in writing to the other party. All notices under this agreement letter
shall be sufficient if delivered by facsimile or overnight mail. Any notice shall be deemed to be given
only upon actual receipt.
AcceJ}tance of Terms and Conditions
If you are in agreement with the foregoing tem1s of our engagement, please sign and date in
acknowledgment in the space provided below and return via facsimile and via overnight mail one
r
Committee Chair
June 25,2012
PageS
executed original of tbis letter. Upon receipt of the exeeutud enb1<lgement !utter, we will commence work
immediately.
We appreciate this opportunity to be of assistaucc to the Committee and look forward to working
with you in this important matter.
Very truly yours,
Committee Chair
June 25,2012
Page6
Above Terms Agreed to a11d Accepted:
Official :?i'j" /o},U':J,cr Creditors of Allied Systems Holdings, Inc.
By: /44--&/V----- Date:
Name: jSrc:.. J f( J$(r (.-wr
Its: Cfr_u; r !U/f 4"'
I
Committee Chnir
June 25, 2012
Page 7
Schedule I
In the event that CM or any of its affiliates, partners, officers, directors, shareholders, agents, employees or
controlling persons (collectively, the "Indenmified Persons" and each, an "Indemnified Person") becomes involved
in any capacity in any claim, action, proceeding or investigation (collectively, "Actions") brought by or against any
person, including eq11ity holders of the Company, in connection with or as a result of either CM's engagement or
any matter rcfened to in this Agreement, the Company periodically will advance to the Indemnified Persons
amounts necessary to pay their reasonable out-of-pocket legal and other expenses (including the cost of any
investigation ~ m e l preparation) incuned in connection therewith; provided, however, that if it is fmally fotmd (in a
non-appealable judgment) by a court of competent jurisdiction that any loss, claim. judgment, damage or liability of
an Indemnified Person hns resulted primarily from the gross negligence or willful misconduct of such Indemnified
Person in performing the services that are the subject of this Agreement, such Indemnified Person shall repay such
portion of the advanced amounts that is attributable to expenses incurred in relation to the act or omission of such
Indemnified Person that is the subject of such non-appealable judgment The Company also will indemnify and
hold the Indcnmified Persons harmless from and against any and ulllosses, claims, judgments, damages or liabilities
to which such Indemnified Person may become subject under any applicable law, or otherwise, that is related to,
arising out of, or in connection with either CM's engagement or any matter refen-ed to in this Agreement and
without regard to the exclusive or contributoty negligence of any Indemnified Person except to the extent that it is
finally found (in a non-appealable judgment) that any such loss, claim, damage of liability resulted primarily from
the gross negligence or willful misconduct bad faith of the Indemnified Persons in pertonning the services that are
the subject of this Agreement
Upon receipt by an Indemnified Person of actual notice of an Action against such lndenmified Person with
respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the
Company in writing; provided that failure to so notify the Company shall not relieve the Compa11y from any liability
that the Company may have on account of this indemnity or othciWisc, except to tl1c extent the Company shall have
been materially prejudiced by such failure. The Company shall, if requested by the Indemnified Person, assume the
det(mse of any such Action, including the employment of counsel reasonably satisfactory to the Indemnified Person.
An Indemnified Person may retain separate counsel to represent it in the defense of any Action, which shall be at the
expense of the Company if (i) the Indemnified Party does not request the Company to assume the defense of any
such Action or the Company does not assume the defense of the Action within a reasonable period of time after
being requested to assume the defense of the Action, or (ii) the Indemnified Person is advised by counsel in writ ing
that there is an actual or potential conflict in the Company's and the Indemnified Person's respective interests or
additional defenses are available to the Indemnifi ed Person, which makes representation by the same counsel
inappropriate; provided that in no event shall the Company be obligated to pay expenses for more than one counsel
innny one jurisdiction for all Indemnified Persons in c01mection with any Action.
No Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or othe!Wise)
to the Compnny or its equity holders or creditors related to, arising out of, or in connection with, advise or services
rendered or to be rendered by any Indenmified Person pursuant to this Agreement, the transactions contemplated in
this Agreement or any Indenmified Person's actions or inactions in connection with any such advice, setvices or
transactions except to the extent any loss, claim, judgment, damage or liability is finally found (in a non-appealable
judgment) by a court of competent jurisdiction to have resulted from the Indenmified Person's gross negligence or
willful misconduct.
If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to
hold it harmless, then the Company shall contribute to the amount paid or payable by the Inderrmified Person as a
result of such Joss, claim, damage or liability in such proportion as is appropriate to reflect (i) the relative economic
benefits to the Company and its equity holders, on the one hand, and to the Indemnified Persons, on the other hand,
of the matters covered by d1is engagement; or (ii) if the allocation provided by the immediately preceding clause is
not pennitted by applicable law, not only such relative economic benefits but also the relative fault of the Company,
on the one hand, and the Indemnified Persons, on the other hand, with respect to such loss, claim, damage or liabi lity
and any other relevant equitable considerations. For purposes of this paragraph, the relative economic benefits to
Committee Chair
June 25, 2012
Page 8
the Indemnified Persons of lhe matters c-ontemplated in this Agreement, shall be deemed to be the fees paid or to be
paid to CM under this Agreement; provided, however, that, to the extent permitted by applicable Jaw, in no event
shall the Indemnified Persons be required to contribute an aggregate amount in excess of the aggregate fees actually
paid to CM under this Agreement.
The reimbursement, indemnity and contribution obligations of the Company in this Schedule I shall be in
addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions
to any affiliate of the IndenUiified Persons, and shall be binding upon and inure to the benefit of any successors,
heirs and personal representatives of the Company, the Indemnified Persons, any such affiliate and any such person.
The Company shall not be required to indemnifY an IndemJJiiied Person for nny amount pnid or pnyable hy
the TndenUiiiied Person in the settlement of any nction, proceeding or invcstigntion without the written consent of
the Company, which consent shall not be unreasonably withheld. Prior to entering into any agreement or
arrangement with respect to, or eftecting, any proposed sale, exchange, dividend or other distribution or liquidation
of all or a significant portion of it<> assets in one of a series of transactions or any significant recapitalization or
reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the
obligations of the Company set forth in this Schedule I, the Company will notify CM in writing thereof (if not
previously so notified) and, if requested by CM, shall arrange in connection therewith altemative means of
providing for the obligations of the Company set forth in this Schedule I, including the assumption of such
obligations by another party, insurance, surety bonds or the creation of an escrow, in each ease iu an amount and
upon tenns and conditions reasonably satisfactory to CM.
EXHIBITC
Proposed Order
IN THE UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re:
ALLIED SYSTEMS HOLDINGS, INC., et
al.}
Debtor.
Chapter 11
Case No. 12-11564 (CSS)
(Jointly Administered)
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF CONWAY
MACKENZIE, INC. AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 25, 2012
Upon consideration of the Application (the "Application"i of the Official
Committee of Unsecmed Creditors (the "Committee") of the above captioned debtors and
debtors in possession (collectively, the "Debtors") seeking to retain Conway MacKenzie, Inc.
("CM") as its financial advisor in this proceeding, effective as of June 25, 2012, and upon
consideration of the Turek Declaration in support of the Application; the Court having found that
it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, venue is proper in this
district pursuant to 28 U.S.C. 1409, this is a core proceeding pursuant to 28 U.S.C. l 57(b);
the Court having determined that the terms and conditions of CM's employment are reasonable
as required by section 328(a) of the Bankruptcy Code; the Court being satisfied that CM
represents no interest materially adverse to the Debtors in the matters with respect to which CM
is to be employed; and notice of the Application being sufficient; and after due deliberation and
sufficient cause appearing therefor;
2
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-
0 169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Conunercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cord in Transport LLC (38- I 985795); F.J. Boutell Driveaway LLC (38-03651 00); 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 Tenninal
Services LLC (91-0847582). The location of the Debtors' corporate headquarters and the Debtors' address tor
service of process is 2302 Park lake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
Capitalized terms not otherwise defined shall have the meanings ascribed to such tenus in the Application.
NY! 831 342lv. l
IT IS HEREBY ORDERED THAT:
l. The Application is GRANTED as set forth herein, nunc pro tunc to June
25,2012.
2. The terms of the Engagement Letter, attached hereto as Exhibit l , are
approved in aJI respects, including the indemnification provisions, except as limited or modified
herein.
3. Purst1ant to sections 328(a) and 1103 ofthe Bankruptcy Code, Bankruptcy
Rule 2014(a) and Local Rule 2014-1, the Committee is authorized to employ CM as its financial
advisor on the terms set forth in the Engagement Letter and without the need for any further
action on the part of CM or the Committee to document such retention nunc pro tunc to June 25,
2012. The Debtors are authorized to pay fees and reimburse expenses and to provide
indemnification, contribution and/or reimbursement to CM on the terms and at the times
specified in the Engagement Letter, nunc pro tunc to June 25, 2012.
4. All ofCM's compensation set forth in the Engagement Letter is approved
pursuant to section 328(a) of the Bankruptcy Code and CM shall file applications for interim and
final allowance of compensation and reimbursement of expenses pursuant to section 328(a) of
the Bankruptcy Code in accordance with the tenns of the 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.
5. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
6. This Court shall retain jurisdiction with respect to all matters arising or
related to the implementation of this Order or CM's services for the Committee.
Dated:
_____ ,2012
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
2
EXHIBIT 1 to the Order
Engagement Letter
Private & Confidential
ViaE-mail
Committee Chair
401 South Old Woodward Avenue, Suite 340
Birmingham, Michigan 48009
248.433.3100 I 248.433.3143 FAX
www. ConwayMacKenzie.com
June 25, 2012
Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc.
Re: Engagement ofComvay MacKenzie, /uc. to Provide Professional Services to the
Official Committee of Unsecured Creditors
Dear Sir/Madam:
This letter confirms the terms and conditions of the engagement by the Official Committee of
Unsecured Creditors (the "Committee") of Allied Systems Holdings, Inc., et a/. ("Allied" or the
"Company") of Conway MacKenzie, Inc. (collectively, "CM") to provide professional services in
connection with the Committee's efforts to maximize the value of the claims of unsecured creditors of
Allied given the Company's current financial distress and related insolvency proceeding.
Scope of Engagement
Based on confidential discussions with the Committee's legal advisors, Sidley Austin LLP, our
services are contemplated to initially include, but may be subsequently modified depending upon the
circumstances, new information, and at your direction, the following:
Review and analysis of Al li ed's financial condition and the circumstances leading up to the
current financial distress, current business plan, and operating metrics as a basis, in part, for
evaluating the prospects for a financial recovery and viable plan of treatment for unsecured
creditors. As patt of the analysis, review the prospects of a successful reorganization
supported, in part, by a viable business plan, access to capital, asset sales, contemplated
changes in the operations, etc. such that it results in maximum recovery to the unsecured
creditors;
Supplement the Committee's revi ew of the financial and cash flow projections and DIP
financing terms to evaluate the risks and opportunities represented or inherent therein and the
sufficiency of the OJ P financing necessary to get to resolution of the circumstances;
T\JRNAROlJNO MANAGEMEHTCONSULTING a MANUFACruRING OPERATIONS CONSULTING a IHTERIM EXECUTIVE MANAGEMENT a LOW COST COUNTRY SOURCING
BANKRUPTCY/ FIDUCIARY a LITIGATION SUPPORT & EXI'ERTTESTIMONY a FORENSIC ACCOUNTING & FRAUD INVP.STIGATIONS a BUSINESS VAtuATIONS
ECONOMIC DAMAGE CtAIM QUANTI FICATION a INVESTMENT BANKING SERVICI!S a RES' fRUCTURING a MERGERS & ACQUISITIONS a RAISING SERVICES
Commi ttee Chai r
June 25, 2012
Page2
Review and/or assist in the Company's analysis of potential Chapter 5 recoveries
(preferential transfers, fraudulent conveyances or other). Evaluate other assets and claims
available to the unsecured creditors and estimate value, if any;
Review and evaluate the Rothschild Inc. ("Rothschild") sale process undertaken prior to
Allied's voluntary filing and other activities used to solicit interest in the assets of Allied.
Determine how comprehensive, complete or thorough the process was. Evaluate the
contemplated post-petition process to be used by Rothschild to solicit capital or sell the
assets of the Company;
Assist the Committee and its counsel in developing strategies and related negotiations with
Allied and other interested parties with respect to elements of Allied's treatment to the
Unsecured Creditors or alternative proposals;
Other items as requested by the Committee.
Engagement Fees
Fees for our services will be based upon the actual number of hours incurred at hourly rates
ranging from $100 (paraprofessional) to $725 (senior managing director) and will be billed monthly,
together with out-of-pocket expenses incurred in compliance with the Bankruptcy Court's guidelines.
Hourly rates are subject to periodic adjustment. As an accommodation to the Committee's request, CM's
fees, as quoted herein, are limited to $100,000 a month, plus reasonable out of pocket expenses, for the
duration ofthe engagement. Notwithstanding, any fees in excess of the $100,000 monthly limitation can
be carried into a future month ("Carry Over Fees"), provided that the total fees in that month are not
greater than $100,000. Carry Over Fees can be used in any future month. To the extent that the incurred
monthly fees including any Carry Over Fees are less than $100,000, then CM will only bill the amount of
the incurred fees plus Carry Over Fees. For clarification, the $100,000 limitation applies only to
professional fees and not any reasonable out of pocket expenses, which are not subject to any monthly
limitation. A. Jeffrey Zappone, Senior Managing Director will provide oversight and engagement
management with a standard bi lling rate of $575 per hour. Timothy A. Turek, Managing Director and
John B. Pidcock, Managing Director, will be the lead consultants with standard billing rates of $565 and
$465 per hour, respectively. Senior Associate and Director billing rates range from $250 to $475 an hour.
In rendering its services under this engagement letter, the Committee acknowledges that CM may use
professionals from its affiliate, Variant Capital Advisors LLC (" Variant Capital "). Variant Capital
Managing Director and Senior Managing Director (Michael Fixler and Thomas Gordy, respectively)
standard billing rates will range from $495 to $575 an hour. As a further accommodation to the
Committee, CM will di scount the foregoing standard hourly rates by I 0%. Approval and payment of fees
will be made pursuant to the rules of the District of Delaware Bankruptcy Court. The Committee agrees
to support and facilitate an expedited process to approve our retention.
Access to Records
In order for us to perform our services, it wil l be necessary for our personnel to have access to
certain books, records and reports of the Company, and to have discussions with Company personnel.
Accordingly, we understand that the Company has agreed to cooperate with our personnel, and to make
available its personnel and fully disclose any books, records and other sources from which data can be
Committee Chair
J une 25, 2012
Page3
obtained and that the books, records and reports of the Company are of reasonable organization and
quality.
Non-Audit
Because of the time and scope l imitations implicit in our engagement, the depth of our analysis
and verification of data is significantly limi ted. We understand that we are not being requested to perform
an audit nor apply generally accepted auditing standards or procedures. We understand that we are
entitled, in general, to rely on the accuracy and validity of the data disclosed to us or supplied to us by
employees and representatives of the Company. We will not, nor are we under any obligation to update
data submitted to us or review any areas unless you specifically request us to do so in writi ng.
Confident iality
It is agreed that all professional services will be performed on a confidential basis. Any
information that CM requests of the Committee or the Company will be for the sole purpose of
accompli shing the services as described above, and such information shall be used for no other purposes.
Such information will be held in confidence and not used, disclosed to others, or in any way used by CM
for any purposes other than as specifically provided for by the terms of this engagement letter. CM will
restrict dissemination of any information provided or disclosed to us or to our employees and agents who
have an actual need to know, and are informed by us of the confidential nature of the information and the
obligations herein. All such information shall remain the sole property of the Committee or the Company
and CM shall obtain no right of any kind to any of the information. Upon written notice, CM will
promptly return all writings, records, documents and copies containing any of the confidential
information.
Disclosure of Pr e-existing Relationships
We have informed you that CM professionals may have been retained by the Company or its
creditors in the past. At the present time, CM knows of no facts or circumstances that would represent a
conflict of interest for it with regard to its engagement by the Committee in connection with the
aforementioned servi ces. CM continues to execute its conflict check process and to the extent conflicts
are identified, we will appropriately disclose them to you.
Indemnification and Limitation of Liability
In consideration of our agreement to act on the Committee's behalf in connection with this
engagement, the Company agrees to indemnify, hold harmless, and defend CM and certain other entities
and persons as set forth on the attached Schedule I .
Termination
Either the Committee or CM may terminate this engagement at any time and for any reason
whatsoever provided that, if terminated by Committee for convenience or otherwise not for cause, all
professional fees and expenses due, both billed and unbilled, including Carry Over Fees, up through the
Committee Chair
June 25, 2012
Page 4
time and date of termination shall be billed to the pursuant to the guidelines of the District of Delaware
Bankruptcy Court. I f CM terminates or resigns, professional fees and expenses, both billed and unbilled,
through the month of resignation shall be limited and billed pursuant to the $100,000 monthly cap (pl us
reasonable out of pocket expenses). At the end of engagement, to be defined as the last day of the month
when any of the following events occurs: (a) effective date of chapter II plan, (b) conversion to chapter
II to chapter 7, or (c) dismi ssal of the chapter II cases, CM wi ll forever waive any remaining Carry Over
Fees. The confidentiality, indemnification and limitation of liability provisions of this agreement shall
survive termination ofCM's engagement by the Committee.
Governing Law
This agreement l etter shall be governed by and construed in accordance with the laws of the State
of Ohio without regard to such state's rules concerning conflict of laws.
Severability
If any term, provision or portion of this agreement letter shall be determined to be invalid, void or
unenforceabl e, the remainder of the terms, provisions and portions of this agreement letter shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Complete Understandine:
This agreement letter sets forth the entire understanding of the parties concerning the matters
contained herein and supersedes all prior agreements, arrangements and communications, whether oral or
written, with respect to the matters contained herein.
Modification
This agreement letter may not be altered, modified or changed in any manner except by a wri ting
duly executed by the parties hereto.
Notices
All notices required or permitted to be del i vered under this letter agreement shall be sent, if to
CM, to the address set forth at the head of thi s letter, to the attention of Mr. Van E. Conway, and if to the
Committee, to the address set forth above to the attention of the Committee's Counsel , or to such other
name or address as may be given in writing to the other party. Al l notices under this agreement letter
shall be sufficient if delivered by facsimile or overnight mail. Any notice shall be deemed to be given
only upon actual receipt.
Acceptance of Terms and Conditions
If you are in agreement with the foregoing terms of our engagement, please sign and date in
acknowledgment in the space provided below and return via facsimile and via overnight mail one
Committee Chair
.June 25, 2012
Page 5
C'l:ccutcd onsinal of this letter. Upon receipt of the executed engagement Jetter, we will commence work
immediately.
We appreciate tltis opportunity to be of assistance to rhc Comrniucc and look forward to working
with you in this important matter.
Very truly yours,
Committee Chair
June 25, 2012
Page 6
Above Terms Agreetl to a11tl Accepted:
Creditors of Allied Systems Holdings, Inc. .
By:
1
44-&/V--- Date:
Name: J ({ F$(r (.w..r
Its:
,
Committee Chair
June 25, 2012
Page 7
Schedule 1
In the event that CM or any of its affiliates, partners, officers, directors, shareholders, agents, employees or
controlling persons (collectively, the "Indemnified Persons" and each, an "Indemnified Person") becomes involved
in any capacity in any claim, action, proceeding or investigation (collectively, "Actions") brought by or against any
person, including equity holders of the Company, in connection with or as a result of either CM's engagement or
any matter referred to in this Agreement, the Company periodically will advance to the Indemnified Persons
amounts necessary to pay their reasonable out-of-pocket legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith; provided, however, that if it is finally found (in a
non-appealable judgment) by a court of competent jurisdiction that any loss, claim, judgment, damage or liability of
an Indemnified Person has resulted primarily from the gross negligence or wi ll ful misconduct of such Indemnified
Person in performing the services that are the subject of this Agreement, such Indemnified Person shall repay such
pot1ion of the advanced amounts that is attributable to expenses incurred in relation to the act or omission of such
Indemnified Person that is the subject of such non-appealable judgment. The Company also wi ll indemnifY and
hold the Indemnified Persons harmless fiom and against any and all losses, claims, judgments, damages or liabi lities
to which such Indemnified Person may become subject under any applicable law, or otherwise, that is related to,
arising out of, or in connection with either CM's engagement or any matter referred to in this Agreement and
without regard to the exclusive or contributory negligence of any Indemnified Person except to the extent that it is
finally found (in a non-appealable judgment) that any such loss, claim, damage of liability resulted primarily from
the gross negligence or willful misconduct bad faith of the Indemnified Persons in performing the services that are
the subject of this Agreement.
Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with
respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notifY the
Company in writing; provided that failure to so notify the Company shall not relieve the Company from any liability
that the Company may have on account of this indemnity or otherwise, except to the extent the Company shall have
been materially prejudiced by such failure. The Company shall, if requested by the Indemnified Person, assume the
defense of any such Action, including the employment of counsel reasonably satisfactory to the Indemnified Person.
An Indemnified Person may retain separate counsel to represent it in the defense of any Action, which shall be at the
expense of the Company if (i) the Indemnified Party does not request the Company to assume the defense of any
such Action or the Company does not assume the defense of the Action within a reasonable period of time after
being requested to assume the defense of the Action, or (ii) the Indemnified Person is advised by counsel in writing
that there is an actual or potential conflict in the Company's and the Indemnified Person's respective interests or
additional defenses are available to the Indemnified Person, which makes representation by the same counsel
inappropriate; provided that in no event shall the Company be obligated to pay expenses for more than one counsel
in any one jurisdiction for all Indemnified Persons in connection with any Action.
No lndemnifie.d Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company or its equity holders or creditors related to, arising out of, or in connection with, advise or services
rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated in
this Agreement or any Indemnified Person's actions or inactions in connection with any such advice, services or
transactions except to the extent any loss, claim, judgment, damage or liability is finally found (in a non-appealable
judgment) by a court of competent jurisdiction to have resulted from the Indemnified Person's gross negligence or
willful misconduct.
If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to
hold it harmless, then the Company shall contribute to the amount paid or payable by the Indemnified Person as a
result of such loss, claim, damage or liability in such proportion as is appropriate to reflect (i) the relative economic
benefits to the Company and its equity holders, on the one hand, and to the Indemnified Persons, on the other hand,
of the matters covered by this engagement; or (ii) if the allocation provided by the immediately preceding clause is
not permitted by applicable law, not only such relative economic benefits but also the relative fault ofthe Company,
on the one hand, and the Indemnified Persons, on the other hand, with respect to such loss, claim, damage or liability
and any other relevant equitable considerations. For purposes of thi s paragraph, the relative economic benefits to
Committee Chair
June 25, 2012
PageS
the Indemnified Persons of the matters contemplated in this Agreement, shall be deemed to be the fees paid or to be
paid to CM under this Agreement; provided, however, that, to the extent permitted by applicable law, in no event
shall the Indemnified Persons be required to contribute an aggregate amount in excess of the aggregate fees actually
paid to CM under this Agreement.
The reimbursement, indemnity and contribution obligations of the Company in this Schedule I shall be in
addition to any liabi lity which the Company may otherwise have, shall extend upon the same terms and conditions
to any affil iate of the Indemnified Persons, and shall be bindi ng upon and inure to the benefit of any successors,
heirs and personal representatives of the Company, the Indemnified Persons, any such affiliate and any such person.
The Company shall not be required to indemnify an Indemnified Person for any amount paid or payable by
the Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of
the Company, which consent shall not be unreasonably withheld. Prior to entering into any agreement or
arrangement with respect to, or effecting, any proposed sale, exchange, dividend or other distribution or li quidation
of all or a signifi cant portion of its assets in one of a series of transactions or any significant recapitalization or
reclassification of its outstanding securities that does not directly or indirectly provide for the assumption of the
obli gations of the Company set forth in this Schedule I, the Company will notify CM in writing thereof (if not
previously so notified) and, if requested by CM, shall arrange in connection therewith alternative means of
providing for the obli gations of the Company set forth in this Schedule I, including the assumption of such
obl igations by another party, insurance, surety bonds or the creation of an escrow, in each case in an amount and
upon terms and conditions reasonably satisfactory to CM.
CERTIFICATION OF SERVICE
I, William D. Sullivan, do hereby certify I am not less than 18 years of age and that on
this 25
111
day of July 2012, I caused a copy of the within Application for Entry of an Order
Authorizing the Employment and Retention o_(Conway Mackenzie, Inc. as Financial Advisor to
the Official Committee of Unsecured Creditors, nunc pro tunc to June 25, 2012 to be served
upon the parties listed on the attached Service List via U.S. Mail, First Class, postage pre-paid.
Under penalty ofpe1jury, I declare the foregoing to be true and correct.
July 25, 2012
Date
Is/ William D. Sullivan
William D. Sullivan
A venue Capital Group
Attn: Heather Kaiser
535 Madison Ave, 15th Floor
New York, NY 1 0022
Bank of America
Attn: Kathleen Ross
SVP, Senior Client Manager
135 South Lasalle Street
Chicago, IL 60603
Blackrock
fka R3capital
Attn: Carly Wilson
55 East 52nd Street
New York, NY 10055
Central Pennsylvania Teamsters Pension Fund
c/o Stevens & Lee, P.C.
Attn: Frank Sabatino/John Kilgal1llon
1818 Market St., 29th Floor
Philadelphia, P A 191 03
Central States Pension Fund
Attn: Robert A. Coco
Attn: Brad R. Berliner
Central States Law Dept.
9377 West Higgins Rd.
Rosemont, IL 60018-4938
A VL Loan Funding, Inc.
Attn: Terry Conner-Graham
540 West Madison Street, Suite 1900-3N
Chicago, IL 60661
Black Diamond Capital Management LLC
Attn: Richard Ehrlich
1 Sound Shore Drive, Suite 200
Greenwich, CT 06830
Cedarview Capital Management LP
Attn: Irving Bodner
One Penn Plaza, 45th Floor
New York, NY 10119
Central Pennsylvania Teamsters Pension Fund
c/o Stevens & Lee, P.C.
Attn: Maria Aprile Sawczuk
1105 North Market Street, 7th Floor
Wilmington, DE 19801
City of Memphis, Ellis County, Tarrant County,
Northwest ISD
c/o Linebarger Goggan Blair & Sampson, LLP
Attn: Elizabeth Weller
2323 Bryan Street, Ste 1600
Dallas, TX 75201
Credit Capital Investments
Attn: Legal Department
51 JFK Parkway, Third Floor
Short Hills, NJ 07078
Dallas County
c/o Linebarger Goggan Blair & Sampson, LLP
Attn: Elizabeth Weller
2323 Bryan Street, Ste 1600
Dallas, TX 75201
Delaware State Treasury
Attn: Chip Flowers
820 Silver Lake Blvd., Suite 100
Dover, DE 19904
Drum Special Situation Partners III LP
Attn: Joseph Russick
1 07 Elm Street, 1Oth Floor
Stamford, CT 06902
Fidelity National Bank
Attn: Herb McCoy
Decatur Branch Manager
160 Clairemont Ave
Decatur, GA 30030
Credit-Suisse
Attn: Micheal Chaisanguanthum
Attn: Jill Guerrido/James Potesky
Attn: Michelle Wagner
1 Madison A venue, 9th Floor
New York, NY 10010
Delaware Secretary Of State
Division Of Corporations
Franchise Tax Division
PO Box 898
Dover, DE 19903
Division Of Unemployment Ins.
Department Of Labor
4425 N. Market Street
Wilmington, DE 19802
Durham Asset Management LLC
Attn: Legal Department
680 Fifth A venue, 22nd Floor
New York, NY 10019
Florida Self-Insurers Guaranty Assoc. Inc.
c/o Williams Gautier Gwytm DeLoach & Sorenson,
P.A.
Attn: James E. Sorenson
PO Box 4128
Tallal1assee, FL 32315-4128
Ford Motor Company
c/o Miller Canfield
Attn: Jose J. Bartolomei, Esq.
101 N. Main Street, 7th Floor
Ann Arbor, MI 481 04
Ford Motor Company
c/o Connolly Bove Lodge & Hutz LLP
Attn: Karen C. Bifferato, Esq.
The Nemours Building
1007 North Orange Street, P.O. Box 2207
Wilmington, DE 19899
General Motors LLC
c/o Honigman Miller Schwartz and Cohn LLP
Attn: Daniel W. Linna Jr., Esq.
2290 First National Building
660 Woodward A venue, Suite 2290
Detroit, MI 48226
Honigman Miller Schwartz and Cohn LLP
Attn: Daniel W. Linna Jr., Esq.
Attn: Lawrence J. Murphy, Esq.
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
International Business Machines Corp.
c/o Satterlee Stephens Burke & Burke LLP
Attn: Christopher R. Belmonte
Attn: Pamela A. Bosswick
230 Park Avenue, Suite #1130
New York, NY 10169
Ford Motor Company
c/o Miller Canfield
Attn: StephenS. LaPlante, Esq.
150 West Jefferson, Suite 2500
Detroit, MI 48226-4415
Freight Drivers and Helpers Local
Union No. 557 Pension Fund
c/o Abato, Rubenstein and Abato, P.A.
Attn: Corey Bott/Meghan Marek
809 Gleneagles Court, Suite #320
Baltimore, MD 21286
GSO Capital Partners, LLC
Attn: Legal Department
345 Park A venue, 34th Floor
New York, NY 10154
Internal Revenue Service
PO Box 7346
Philadelphia, PA 19101-7346
International Business Machines Corp.
Attn: Marie-Josee Dube
1360 Rene Levesque W., Suite 400
Montreal, QC H3G 2W6
Canada
Iron Mountain Information Mgmt Inc.
Attn: Joseph Corrigan
745 Atlantic Avenue, I Oth Floor
Boston, MA 02111
Landis Rath & Cobb LLP
Attn: Adam G. Landis, Esq.
Attn: Kerri K. Mumford, Esq.
919 Market Street, Suite 1800
Wilmington, DE 19899
Latham & Watkins LLP
Attn: Robert A. Klyman, Esq.
Attn: Glen B. Collyer, Esq.
Attn: Gregory 0. Lunt, Esq.
355 South Grand A venue
Los Angeles, CA 90071-1560
Mayer Brown LLP
Attn: Craig E. Reimer, Esq.
71 South Wacker Drive
Chicago, IL 60606
McDonnell Loan Opportunity Ltd.
Attn: Kathleen Zarn
1515 West 22nd Street, 11th Floor
Oak Brook, IL 60523
JP Morgan Chase
Attn: Jessica Strange, Client Service Officer
1 041 0 Highland Manor Drive
Floor 3, FL3-3317
Tampa, FL 33610
Latham & Watkins LLP
Attn: Sara E. Barr, Esq.
233 South Wacker Drive, Suite 5800
Chicago, IL 60606
Latham & Watkins LLP
Attn: Melinda C. Franek
855 Third Avenue
New York, NY 10022
McDonnell Investment Management LLC
Attn: Christian Champ
1515 W. 22nd Street, 12th Floor
Oak Brook, IL 60523
Missouri Department of Revenue
Bankruptcy Unit
Attn: Steven A. Ginther
PO Box 475
Jefferson City, MO 65105-0475
MJX Asset Management
Attn: Fred Taylor
12 East 49th Street, 29th Floor
New York, NY 10017
New England Teamsters & Trucking Pension Fund
c/o Feinberg, Campbell & Zack, P.C.
Attn: Catherine M. Campbell, Esq.
1 77 Milk Street, Suite 300
Boston, MA 021 09
Ore Hill Partners LLC
Attn: Johannes L Homan
452 Fifth A venue, 25th Floor
New York, NY 10018
Par-Four Investment Management
Attn: Joe Matteo
Attn: Michael Bailey
50 Tice Boulevard
Woodcliff Lake, NJ 07677
Platinum Grove Contingent Capital
Master Fund
Attn: Legal Department
1100 King Street, Building Four
Rye Brook, NY 10573
Monarch Alternative Capital LP
Attn: Patrick Bartels
535 Madison Avenue
New York, NY 1 0022
New York City Economic Development Corporation
c/o Michael A. Cardozo
Corporation Counsel ofthe City ofNew York
100 Church Street
New York, NY 1 0007
Attn: Zachary B. Kass, Esq.
Palacios ISD, Jackson County, & Harris County
c/o Linebarger Goggan Blair & Sampson, LLP
Attn: John P. Dillman
PO Box 3064
Houston, TX 77253-3064
Pension Benefit Guaranty Corporation (PBGC)
Attn: Frank A. Anderson
Office of Chief Counsel
1200 K Street, N.W.
Washington, DC 20005-4026
Schulte Roth & Zabel LLP
Attn: Adam C. Harris/Robert J. Ward
Attn: Victoria A. Lepore/David M. Hillman
91 9 Third A venue
New York, NY 10022
Scotia Bank
Attn: Homaira Rahimi
Attn: Rhonda Fairley
20 Queen Street West, 4th floor
Toronto, ON M5H 3R3
Canada
Securities & Exchange Commission
New York Regional Office
Attn: GeorgeS. Canellos, Regional Director
3 World Financial Center, Suite 400
New York, NY 10281-1022
Spectrum Group Management LLC
Attn: Jeffrey Bu1Jer
Attn: Jeffrey Schaffer
Attn: Stephen Jacobs
1250 Broadway, Suite 81 0
New York, NY 10001
Stanfield Capital Partners
Attn: Legal Department
430 Pruk A venue, 12th floor
New York, NY 10022
Secretary of the Treasury
Depru1ment of the Treasury
1500 Pennsylvania A venue, NW
Washington, DC 20220
Securities & Exchange Commission
1 00 F Street, NE
Washington, DC 20549
Spectrum Investment Paztners LP
Attn: Jeffrey Schaffer
1250 Broadway, 19th Floor
New York, NY 10001
State of Delaware
Division Of Revenue
Carvel State Office Building
820 North French Street
Wilmington, DE 1980
Stone Tower Capital, LLC
Attn: Michael Novoseller/Legal Department
9 W. 57th St., 37th Floor
New York, NY 10019
Teamsters Joint Council No. 83
of Virginia Pension Fund
c/o Beins Axelrod, P.C.
Attn: H. David Kelly, Jr.
1625 Massachusetts Ave, N.W., Suite 500
Washington, DC 20036
Teamsters Pension Trust Fund
of Philadelphia & Vicinity
c/o Stevens & Lee, P.C.
Attn: Maria Aprile Sawczuk
1105 North Market Street, 7th Floor
Wilmington, DE 19801
The Bank ofNew York Mellon
Attn: Melinda Valentine
600 East Las Colinas, Suite #1300
Irving, TX 75039
The CIT Group/Business Credit, Inc.
c/o Duane Morris LLP
Attn: Richard W. Riley/Sommer L. Ross
222 Delaware A venue, Suite 1600
Wilmington, DE 19801-1659
Yucaipa American Alliance (Parallel) Fund I, LP
Yucaipa American Alliance Fund I, LP
Attn: Robert Bermingham
9130 W. Sunset Blvd.
Los Angeles, CA 90069
Teamsters Pension Trust Fund
of Philadelphia & Vicinity
c/o Stevens & Lee, P.C.
Attn: Frank Sabatino/John Kilgannon
1818 Market St., 29th Floor
Philadelphia, P A 19103
Tennessee Depannent of Labor &
Workforce Dev-Unemployment Insurance
c/o TN Attorney General Office
Bankruptcy Division
PO Box 20207
Nashville, TN 37202
The CIT Group/Business Credit, Inc.
c/o Fried, Frank, Harris, Shriver & Jacobson LLP
Attn: Gary L. Kaplan/Carl I. Stapen
One New York Plaza
New York, NY 10004
The Yucaipa Companies
Attn: Derex Walker
9130 West Sunset Boulevard
Los Angeles, CA 90069
TNATINC
c/o Cohen, Weiss & Simon
Attn: Richard Seltzer
330 West 42nd Street
New York, NY 10036-6901
TNATINC
c/o Batiste & Wilder
Attn: James F. Wallington
1150 Connecticut Ave., N.W.
Suite 500
Washington, DC 20036
U.S. Attorney's Office
PO Box 2046
1201 Market St., Ste. 1100
Wilmington, DE 19899-2046
United States Trustee
Attn: David L. Buchbinder
J. Caleb Boggs Federal Building
Suite 2207
Wilmington, DE 19801
Western Conf. of Teamsters Pension Trust Fund
c/o Reid, Pedersen, McCarthy & Ballew LLP
Attn: Russell J. Reid
1 00 West Harrison Street
North Tower, Suite 300
Seattle, W A 98119
TNATINC
c/o Cooch & Taylor, P.A.
Attn: Susan E. Kaufman
1000 West Street, 1Oth Floor
Brandywine Bldg, PO Box 1680
Wilmington, DE 19899
TNATINC
c/o International Brotherhood of Teamsters
Attn: Edward Gleason
25 Louisiana A venue, N. W.
Washington, DC 2000 1
United States Trustee
844 King Street, Suite 2207
Lockbox #35
Wilmington, DE 19899-0035
Venor Capital Management LP
Attn: Michael Scott
7 Times Square, Suite 3505
New York, NY 10036
Young Conaway Stargatt & Taylor
Attn: Michael R. Nestor
Rodney Square
1000 North King Street
Wilmington, DE 19801
Mark D. Collins, Esq.
Christopher M. Samis, Esq.
Andrew C. Irgens, Esq.
Marisa A. Terranova, Esq.
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 1980 l
Jeffrey W. Kelley, Esq.
Ezra H. Cohen, Esq.
Carolyn P. Richter, Esq.
Matthew R. Brooks, Esq.
Benjamin R. Carlsen, Esq.
Troutman Sanders LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, GA 30308-2216