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Allied Systems Holdings, Inc., et al. Filed an Application for Entry of an Order Authorizing the employment and retention of conway mackenzie, Inc. As Financial Advisor. Any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 market street, Wilmington, Delaware 19801.
Allied Systems Holdings, Inc., et al. Filed an Application for Entry of an Order Authorizing the employment and retention of conway mackenzie, Inc. As Financial Advisor. Any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 market street, Wilmington, Delaware 19801.
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Allied Systems Holdings, Inc., et al. Filed an Application for Entry of an Order Authorizing the employment and retention of conway mackenzie, Inc. As Financial Advisor. Any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 market street, Wilmington, Delaware 19801.
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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
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