10000000324

NY1 8373369v.
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

ALLIED SYSTEMS HOLDINGS, INC., et
al.,
1

Debtor.

Chapter 11

Case No. 12-11564 (CSS)

(Jointly Administered)

Hearing Date: August 28, 2012 at 11:00 a.m.
Objection Deadline: August 17, 2012 at 4:00 p.m.

APPLICATION FOR AN ORDER AUTHORIZING THE
EMPLOYMENT AND RETENTION OF STIKEMAN ELLIOTT LLP
The Official Committee of Unsecured Creditors (the
AS CANADIAN COUNSEL, NUNC PRO TUNC TO JULY 5, 2012
Committee) appointed in
the above-captioned chapter 11 cases of Allied Systems Holdings, Inc. (Allied), Allied
Systems, Ltd. (L.P.) (Systems) and their U.S. and Canadian subsidiaries (collectively, the
Debtors), hereby submits this application (the Application) for an order authorizing the
employment and retention of Stikeman Elliott LLP (Stikeman) as Canadian counsel to the
Committee Nunc Pro Tunc to July 5, 2012. In support of this Application, the Committee
presents the Declaration of Alexander D. Rose in Support of the Application for an Order
Authorizing the Employment and Retention of Stikeman as Canadian Counsel to the Committee
(the Rose Declaration), attached hereto as Exhibit A

1
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS
Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057);
QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal
Services LLC (91-0847582). The location of the Debtors corporate headquarters and the Debtors address for
service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
. In further support thereof, the
Committee respectfully represents as follows:

2
BACKGROUND
1. On May 17, 2012 (the Petition Date), involuntary petitions were filed
against Allied and its subsidiary Systems under chapter 11 of title 11 of the United States Code
(the Bankruptcy Code) in this Bankruptcy Court (the Court). On June 10, 2012 (the
Consent Date), the remaining Debtors filed voluntary petitions in this Court, and, in
connection therewith, Allied and Systems consented to the involuntary petitions filed against
them. The chapter 11 cases commenced thereby are, collectively, the Chapter 11 Cases.
2. The Debtors have continued in possession of their property and have
continued to operate and manage their businesses as debtors in possession pursuant to sections
1107(a) and 1108 of the Bankruptcy Code. On June 11, the Court entered an order jointly
administering the Chapter 11 Cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy
Procedure (the Bankruptcy Rules) for procedural purposes only.
3. On June 19, 2012 (the Committee Formation Date), pursuant to section
1102 of the Bankruptcy Code, the Office of the United States Trustee for the District of
Delaware (the Trustee) appointed the Committee.
2
On the Committee Formation Date,
pursuant to section 1103(a) of the Bankruptcy Code, the Committee selected Sidley Austin LLP
(Sidley) and Sullivan, Hazeltine, Allinson LLC to serve as co-counsel to the Committee
(together with Sidley, Committee Counsel). Having determined that the Committee needed to
engage independent Canadian counsel with knowledge and experience in the areas of Canadian
law in order to protect the Committees interests under Canadian law, the Committee selected
Stikeman as its Canadian counsel as of July 5, 2012.
3
The Committee has executed an
engagement letter with Stikeman (the Engagement Letter) setting forth the terms and

2
The Committee is currently comprised of the following entities: Central States, Southeast and Southwest Areas
Pension Fund, General Motors LLC, Pension Benefit Guaranty Corporation, and Teamsters National
Automobile Transporters Industry Negotiating Committee.
3
Since its appointment, Stikeman has been actively representing the Committee as its proposed Canadian
counsel.

3
conditions pursuant to which Stikeman agreed to provide legal services in connection with
certain Canadian legal issues. A copy of the Engagement Letter is attached hereto as Exhibit B.
JURISDICTION AND VENUE
4. This Court has jurisdiction over the Application pursuant to 28 U.S.C.
157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The Application is a
core proceeding pursuant to 28 U.S.C. 157(b).
RELIEF REQUESTED
5. Pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code,
Bankruptcy Rule 2014, and Local Rule 2014-1 of the Local Bankruptcy Rules for the District of
Delaware (the Local Rules), the Committee requests authority to employ and retain Stikeman
as its Canadian counsel, effective nunc pro tunc to July 5, 2012, in connection with the Debtors
Chapter 11 Cases.
BASIS FOR RELIEF REQUESTED
6. By this Application, the Committee requests that the Court approve the
employment and retention of Stikeman and the compensation arrangements set forth in the
Engagement Letter pursuant to section 328(a) of the Bankruptcy Code. The Committee has
determined that it is necessary to engage independent Canadian counsel with knowledge and
experience in the areas of Canadian law in connection with carrying out its duties and
responsibilities under the Bankruptcy Code during the Chapter 11 Cases in order to protect the
Committees interests under Canadian law, including, but not limited to those interests under the
Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the CCAA).
7. Pursuant to section 328(a) of the Bankruptcy Code, the Committee may
retain Stikeman on reasonable terms and conditions. The Committees selection of Stikeman
was based on the Committees determination that, in light of, among other things, Stikemans
experience in providing legal services in other chapter 11 cases and proceedings under the
CCAA, Stikeman is the best candidate to provide such services to the Committee. The
Committee also believes that Stikemans proposed compensation structure is competitive and

4
appropriate given the Committees understanding of the facts and circumstances of the Chapter
11 Cases.
8. Stikeman is well-qualified to serve as the Committees Canadian counsel
in the Chapter 11 Cases. Stikeman currently represents and has previously represented various
stakeholders or court-appointed officers in a number of significant CCAA and cross-border
restructuring proceedings, including, amongst others, Nortel Networks, Inc., CanWest Global
Communications Corp., Collins & Aikman Canada Inc., SemCanada Crude Company, Calpine
Corp., AbitibiBowater Inc., Smurfit Stone Container Canada Inc., Pope & Talbot Ltd., Terrestar
Networks Inc., Contract Research Solutions, Inc., Northstar Aerospace, Inc., and Graceway
Pharmaceuticals, LLC.
9. The Committee believes that, because of Stikemans experience and
expertise, its employment and retention is in the best interests of the Committee and all of the
Debtors unsecured creditors. Given Stikemans expertise in cross-border reorganizations, the
Committee further believes that Stikeman is both well-qualified and uniquely able to represent
the Committee as Canadian counsel in an efficient and timely manner.
10. The compensation arrangements contained in the Engagement Letter are
highly beneficial to the unsecured creditors as they provide the proper inducement for Stikeman
to act expeditiously and prudently with respect to the matters for which it will be employed. The
compensation of Stikeman shall be subject to the standard of review set forth in section 328 of
the Bankruptcy Code and not subject to any other standard of review, provided however that
Stikemans retention may be subject to review by the Trustee under section 330.
Services to be Provided
11. In furtherance of the Committees statutory mandates to, inter alia,
investigate the acts, conduct, assets, liabilities, and financial condition of the debtor, the
operation of the debtors business . . . and any other matter relevant to the case or to the
formulation of a plan, 11 U.S.C. 1103(c), and subject to further order of the Court and
consistent with the Engagement Letter, it is expected that Stikeman will provide such legal

5
services to the Committee in connection with certain issues of Canadian law, including advising
the Committee as to its rights and duties with respect to the CCAA.
4
Among others, Stikeman
may render the following professional services:
(a) Advise the Committee with respect to Canadian issues impacting its rights, powers
and duties in these Chapter 11 Cases and in any associated Canadian proceedings (the
Canadian Proceedings);
(b) Assist in preparing, on behalf of the Committee, all necessary and appropriate
applications, motions, proposed orders, other pleadings, notices, and other
documents, and review all financial and other reports filed or to be filed in the
Canadian Proceedings;
(c) Advise the Committee concerning, and preparing responses to, applications, motions,
other pleadings, notices and other papers that may be filed by other parties in the
(d) Review the nature and validity of any liens asserted against property of the Debtors
estates and advise the Committee concerning the enforceability of such liens under
Canadian law;
(e) Advise the Committee in connection with the formulation, negotiation and
promulgation of chapter 11 plans, sale transactions, and related transactional
documents;
(f) Assist and advise the Committee and take all necessary or appropriate actions at the
Committees direction with respect to Canadian issues that relate to reviewing,
estimating, resolving, and litigating claims asserted against the Debtors estates in
Canada, and the negotiation of Canadian legal disputes involving the Committee;
(g) Commence and conduct litigation necessary and appropriate to assert rights held by
the Committee in Canada; and
(h) Provide such other legal services as the Committee may require in connection with
these Chapter 11 Cases and in the Canadian Proceedings.
Professional Compensation
12. Subject to the Courts 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 United States Trustee, pursuant to the Engagement Letter, the
Committee submits that the most reasonable terms and conditions are those agreed upon by
Stikeman and the Committee, which are substantially similar to those entered into between

4
The summary set forth herein is qualified in its entirety by the terms of the Engagement Letter, and the terms of
the Engagement Letter shall control in the event of a conflict.

6
Stikeman and other clients on a daily basis in a competitive market for legal services. The
compensation arrangement provided for in the Engagement Letter is consistent with, and typical
of, arrangements entered into between Canadian law firms and committees in chapter 11 cases.
13. The Committee contemplates that Stikeman will charge for its legal
services on an hourly basis in accordance with its standard hourly rates in effect as of July 5,
2012, subject to periodic adjustments, as set forth in this Application and in the Engagement
Letter. As of July 5, 2012, Stikemans standard hourly rates for its professional services for
persons ordinarily involved in such matters range from CDN $600-$1,000 for partners; CDN
$400-$600 for associates; and CDN $200-$300 for paraprofessionals, including articling
students.
14. The Committee also has agreed to reimburse Stikeman for all reasonable
out-of-pocket expenses incurred by Stikeman during this engagement, including, but not limited
to, travel expenses, direct identifiable data processing, document production/reproduction,
publishing services and communication charges, teleconference charges, courier services,
working meals, payable upon rendition of invoices setting forth in reasonable detail the nature
and amount of such expenses, which are ordinarily less than 5-10% of the total amount invoiced.
Stikeman will charge the Committee for these expenses in a manner and at rates consistent with
charges made generally to Stikemans other clients. Stikeman will endeavor to minimize such
expenses in these chapter 11 cases.
15. Stikeman will maintain detailed, contemporaneous records of time and any
actual and necessary expenses incurred in connection with rendering the legal services described
above by category and nature of the services rendered.
16. Stikeman 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, Stikeman may request payment of its fees and expenses in

7
accordance with any interim compensation procedures order approved by the Court. The
Committee requests that all professional fees and related costs incurred by the Committee on
account of services rendered by Stikeman in the Chapter 11 Cases be paid as administrative
expenses of the Debtors estates in accordance with the Bankruptcy Code and applicable orders
entered in the Chapter 11 Cases.
Disinterestedness; Lack of Adverse Interest
17. To the best of the Committees knowledge and based on the Rose
Declaration, the Committee submits that Stikeman is a disinterested person as that term is
defined in section 101(14). The Committee further submits that Stikeman does not (a) represent
nor hold any interest materially adverse to the Debtors, their estates, largest creditors, or equity
security holders in connection with the Chapter 11 Cases; or (b) represent any other entity in
connection with the Chapter 11 Cases having an interest materially adverse to the Committee, in
the matters upon which Stikeman is to be engaged, except as set forth in the Rose Declaration.
Further, except as set forth in the Rose Declaration and described below, other than in
connection with the Chapter 11 Cases, Stikeman has no connection (connection being defined as
a professional relationship) with any Debtor, creditor, other party in interest, their respective
attorneys and accountants, the Trustee, or any person employed in the office of the Trustee.
Stikeman may, however, have represented or may currently represent several of the Debtors
creditors or parties in interest in connection with matters unrelated to the Chapter 11 Cases.
18. The Committee has been informed that Stikeman is conducting an ongoing
review of its files to ensure that no disqualifying circumstances arise, and if new relevant facts or
relationships are discovered, Stikeman will supplement its disclosure to the Court.
19. As set forth in the Rose Declaration, Stikeman has no agreement with any
other entity to share any compensation received. Accordingly, Stikeman is a disinterested
person, as that phrase is defined in section 101(14) of the Bankruptcy Code, and Stikemans
employment on the terms and conditions set forth in the Engagement Letter and herein is in the
best interests of the Committee and should be approved.

8
Nunc Pro Tunc Relief
20. The Committee is requesting that this Application be approved nunc pro
tunc to July 5, 2012, the date the Committee selected Stikeman as its Canadian counsel. Here,
this Application is being submitted within 19 business days of the Committees appointment.
The Committee submits that retroactive approval of Stikemans retention is appropriate under the
circumstances because of: (1) the short duration of time between the retention of Stikeman and
the filing of this Application; and (2) the need for Stikemans services immediately after its
retention by the Committee.
NOTICE
21. No trustee or examiner has been appointed in the Chapter 11 Cases.
Notice of this Application has been provided via facsimile, overnight delivery service, electronic
transmission or same-day messenger service to: (i) counsel for the Debtors, (ii) the Office of the
United States Trustee for the District of Delaware; (iii) counsel for the agent for the Debtors
debtor-in-possession lenders; (iv) counsel for BDCM Opportunity Fund II, LP, Black Diamond
CLO 2005-1 Advisor L.L.C., Spectrum Investment Partners LP and The CIT Group/Business
Credit, Inc., each of which is a lender under the Debtors first lien credit agreement; (v) counsel
for The Bank of New York Mellon, in its capacity as administrative agent and collateral agent
under the Debtors second lien credit agreement; (vi) each of the members of the Committee; and
(vii) all other persons requesting notice pursuant to Bankruptcy Rule 2002. Based on the
foregoing, the Committee respectfully submits that no further notice is needed.
22. No previous application for the relief requested herein has been made to
this or any other court.
WHEREFORE, the Committee requests that the Court enter an order substantially in the
form attached hereto as Exhibit C, authorizing the Committee to employ Stikeman as its
Canadian counsel in the Chapter 11 Cases nunc pro tunc to July 5, 2012 and granting such other
and further relief as the Court may deem just, proper and equitable.
Dated: August 3, 2012 Respectfully submitted,
THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF ALLIED SYSTEMS HOLDINGS,
INC.,ET AL.
By: Central States, Southeast and Southwest Areas
Pension Fund, sol ly in its capacity as Chair of the
Committee d t in s in idu capacity
B y : ~ ~ ~ ~ ~ ~ ~ - - - - ~ - - - - - - -
Na . Berliner
Title: Associate General Counsel
9

FOR THE DISTRICT OF DELAWARE

In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.,
1

Debtors.
)
)
)
)
)
)
)
)
)
Chapter 11

Case No. 12-11564 (CSS)


Objection Deadline: August 17, 2012 at 4:00 p.m.
Hearing Date: August 28, 2012 at 11:00 a.m.

NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on August 3, 2012, the Official Committee of
Unsecured 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 Stikeman Elliott
LLP as Canadian Counsel nunc pro tunc to July 5, 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;
Counsel for the Official Committee of Unsecured Creditors: Sidley Austin LLP , Attention:

1
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 (90-0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta,
LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc.
(38-0436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC
(38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC
(45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and
Terminal Services LLC (91-0847582). The location of the Debtors corporate headquarters and the Debtors
address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
2

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 17, 2012 at 4:00 p.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
th
Floor, Courtroom 6, on
.
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.
August 28, 2012 at 11:00 a.m. prevailing Eastern time.

Dated: August 3, 2012
Wilmington, Delaware

SULLIVAN HAZELTINE ALLINSON LLC

William D. Sullivan (No. 2820)
/s/ Seth S. Brostoff
Seth S. Brostoff (No. 5312)
901 N. Market St., Suite 1300
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195

-and-
3

SIDLEY AUSTIN LLP
Michael G. Burke
Brian J. Lohan
Dennis Kao
787 Seventh Avenue
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

EXHIBIT A
Declaration of Alexander D. Rose
In re:
DISTRICT OF DELAWARE
Chapter 11
al., I
Case No. 12-11564 (CSS)
Debtor.
DECLARATION OF ALEXANDER D. ROSE ON BEHALF OF STIKEMAN ELLIOTT
LLP, PROPOSED CANADIAN COUNSEL TO THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, NUNC PRO TUNC TO JULY 5, 2012
I, Alexander D. Rose, an attorney, being duly sworn, deposes and says:
1. I am an attorney at law, duly licensed and authorized to practice law in the
Province of Ontario, Canada. I am a member in good standing of the Law Society of Upper
Canada and I am also a member in good standing in the bars of the State of New York and the
Commonwealth of Massachusetts, although I no longer practice in either New York or
Massachusetts. I am a partner in the firm of Stikeman Elliott LLP ("Stikeman"), located at 5300
Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9. I am duly authorized to
make this Declaration on behalf of Stikeman, pursuant to Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules"). There are no disciplinary proceedings pending
against me. I submit this declaration in support of the application (the "Application") of the
Official Committee of Unsecured Creditors in the above-captioned chapter 11 cases (the
"Committee") for an order authorizing the employment and retention of Stikeman as Canadian
where applicable) for each ofthe Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS
QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal
Services LLC (91-0847582). The location ofthe Debtors' corporate headquarters and the Debtors' address for
counsel to the Committee nunc pro tunc to July 5, 2012. Except as otherwise noted, I have
personal knowledge of the matters set forth herein.
2. I make this Declaration from information derived from the business records of
Stikeman. 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 Stikeman based on information that comes to my attention.
QUALIFICATIONS OF STIKEMAN
3. I am advised by attorneys with Sidley Austin LLP, co-counsel to the Committee
("Sidley"), that the Committee has determined that it is necessary to engage independent
Canadian counsel with knowledge and experience in the areas of Canadian law in connection
with carrying out its duties and responsibilities under the Bankruptcy Code during the Chapter 11
Cases
2
in order to protect the Committee's interests under Canadian law, including, but not
limited to those interests under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-
36, as amended (the "CCAA").
4. The Committee has selected Stikeman to serve as its Canadian counsel and to
perform all such services necessary and desirable to the conduct of these Chapter 11 Cases on
behalf of the Committee. I am advised by attorneys with Sidley that the Committee selected
Stikeman primarily because, due to Stikeman' s experience in providing legal services in areas of
Canadian law in other chapter 11 cases and proceedings under the CCAA, it believes Stikeman is
the best candidate to provide such services to the Committee. Stikeman is well-qualified to serve
as the Committee's Canadian counsel in the Chapter 11 Cases. Stikeman currently represents,
and has previously represented, various stakeholders or court-appointed officers in a number of
significant CCAA and cross-border restructuring proceedings, including, amongst others, Nortel
Networks, Inc., CanWest Global Communications Corp., Collins & Aikman Canada Inc.,
SemCanada Crude Company, Calpine Corp., AbitibiBowater Inc., Smurfit Stone Container
Capitalized terms used but not otherwise defmed herein have the meanings ascribed to them in the Application.
2
Canada Inc., Pope & Talbot Ltd., Terrestar Networks Inc., Contract Research Solutions, Inc.,
Northstar Aerospace, Inc. and Graceway Pharmaceuticals, LLC.
5. Since July 5, 2012, Stikeman has rendered legal services on areas of Canadian
law to the Committee in connection with the Chapter 11 Cases. Stikeman has become familiar
with certain aspects of the operations, assets and liabilities of the debtors and debtors-in-
possession (collectively, the "Debtors"), and is qualified to represent the Committee as Canadian
counsel in connection with these cases in a cost-effective and efficient manner.
6. I understand from attorneys with Sidley that Stikeman will be asked to provide a
full range of legal services in connection with certain issues of Canadian law, including advising
the Committee as to its rights and duties with respect to the CCAA.
3
Stikeman and the
Committee have entered into an agreement (the "Engagement Letter"), whereby Stikeman will
provide such legal services to the Committee. The legal services that Stikeman may provide (the
"Services") include, but are not limited to, the following:
(a) Advise the Committee with respect to Canadian issues impacting its rights, powers
and duties in these Chapter 11 Cases and in any associated Canadian proceedings (the
"Canadian Proceedings");
(b) Assist in preparing, on behalf of the Committee, all necessary and appropriate
applications, motions, proposed orders, other pleadings, notices, and other
documents, and review all financial and other reports filed or to be filed in the
(c) Advise the Committee concerning, and preparing responses to, applications, motions,
other pleadings, notices and other papers that may be filed by other parties in the
(d) Review the nature and validity of any liens asserted against property of the Debtors'
estates and advise the Committee concerning the enforceability of such liens under
Canadian law;
(e) Advise the Committee in connection with the formulation, negotiation and
documents;
(f) Assist and advise the Committee and take all necessary or appropriate actions at the
Committee's direction with respect to Canadian issues that relate to reviewing,
The summary set forth herein is qualified in its entirety by the terms of the Engagement Letter, and the terms of
the Engagement Letter shall control in the event of a conflict.
3
estimating, resolving, and litigating claims asserted against the Debtors' estates in
Canada, and the negotiation of Canadian legal disputes involving the Committee;
(g) Commence and conduct litigation necessary and appropriate to assert rights held by
the Committee in Canada; and
(h) Provide such other legal services as the Committee may require in connection with
these Chapter 11 Cases and in the Canadian Proceedings.
7. I believe that some or all of the Services will be 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, Stikeman is qualified and able to represent the
Committee in a cost-effective, efficient and timely manner.
RATES TO BE CHARGED BY STIKEMAN
8. The terms and conditions agreed upon by Stikeman and the Committee are
substantially similar to those entered into between Stikeman and other clients on a daily basis in
a competitive market for legal services. To the best of my knowledge, the compensation
arrangement provided for in the Engagement Letter is generally consistent with, and typical of,
arrangements entered into between similarly situated Canadian law firms and committees in
chapter 11 cases.
9. Stikeman will charge for its legal services on an hourly basis in accordance with
its standard hourly rates in effect as of July 5, 2012, subject to periodic adjustments, as set forth
in this Application and in the Engagement Letter. As of July 5, 2012, Stikeman's standard
hourly rates for its professional services for persons ordinarily involved in such matters range
from CDN $600-$1,000 for partners; CDN $400-$600 for associates; and CDN $200-$300 for
paraprofessionals, including articling students.
10. The Committee also has agreed to reimburse Stikeman for all reasonable out-of-
pocket expenses incurred by Stikeman during this engagement, including, but not limited to,
travel expenses, direct identifiable data processing, document production/reproduction,
publishing services and communication charges, teleconference charges, courier services,
working meals, payable upon rendition of invoices setting forth in reasonable detail the nature
4
and amount of such expenses. Such expenses are ordinarily less than 5-10% of the total amount
invoiced. Stikeman will charge the Committee for these expenses in a manner and at rates
consistent with charges made generally to Stikeman's other clients. Stikeman will endeavor to
minimize such expenses in these Chapter 11 Cases.
11. Stikeman will maintain detailed, contemporaneous records of time and any actual
and necessary expenses incurred in connection with rendering the legal services described above
by category and nature of the services rendered.
12. Stikeman 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, Stikeman may request payment of its fees and expenses in accordance with any
interim compensation procedures order approved by the Court. The Committee requests that all
professional fees and related costs incurred by the Committee on account of services rendered by
Stikeman in the Chapter 11 Cases be paid as administrative expenses of the Debtors' estates in
accordance with the Bankruptcy Code and applicable orders entered in the Chapter 11 Cases.
STIKEMAN IS A "DISINTERESTED PERSON" UNDER THE BANKRUPTCY CODE
13. Neither I, Stikeman, nor any employee thereof, insofar as I have been able to
ascertain and except as set forth below: (a) hold or represent any interest materially 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, Stikeman 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 that
5
Stikeman is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy
Code.
14. In reaching this conclusion, my staff has searched Stikeman'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; G) the professionals retained or proposed to be retained by certain
parties of interest; (k) the unions representing employees ofthe Debtors; (1) depository and letter
of credit banks of the Debtors; (1) liability and property insurers of the Debtors; (m) the terminal
landlords ofthe 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. Attached hereto as Exhibit 1 is a list of all
persons and entities that were reviewed for potential connections with Stikeman.
15. Stikeman maintains and updates its "conflicts" database in the ordinary course of
its business. It is Stikeman's policy that no new matter may be accepted or opened without the
attorney responsible for such matter completing and submitting to the "conflicts" database all
information necessary to check each matter for conflicts, including the identity of the prospective
client, the matter and, to the extent known, any adverse, potentially adverse, and related parties.
Accordingly, the "conflicts" database relies upon the completeness of the information submitted
by the individual attorneys in any new matter.
16. The charts set forth in Exhibit 2 hereto summarize the results of the foregoing
searches; specifically identifying current and former representations by Stikeman of the persons
and entities identified on Exhibit 1 or potentially related parties. As set forth in greater detail in
Exhibit 2, and subject to any explanations and/or exceptions contained therein, based upon the
"conflicts" search described above, Stikeman does not hold or represent any interest adverse to
6
the Debtors' estates or the Committee in connection with the Chapter 11 Cases. In addition,
Stikeman (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, Stikeman is a "disinterested person" within the meaning of section 101(14)
of the Bankruptcy Code.
17. To the best ofmy knowledge and information, Stikeman 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 Stikeman
may have developed as a result of its representations of various parties in interest in unrelated
matters before the Courts.
18. Stikeman employs approximately 500 full-time attorneys and has a sophisticated
and diversified practice that includes the representation of many financial institutions and
commercial entities. Consequently, from time to time, Stikeman 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
determined that Stikeman 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,
neither I nor Stikeman are able to conclusively to identify all relationships or potential
relationships with all creditors or other parties in interest in the Chapter 11 Cases. Stikeman is
7
conducting a continuing inquiry to ascertain whether there exists any situation which would
affect, or appear to affect, Stikeman's status as a "disinterested person." If additional disclosure
is required, I will promptly file a supplemental declaration with this Court after this inquiry is
completed.
20. Stikeman has not entered into any arrangement to share any compensation that
may be awarded by the Court, except as permitted under section 504(b) of the Bankruptcy Code.
[The remainder of this page is intentionally blank]
8
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Dated: August 3, 2012
Sworn to and subscribed before me
this 3rd day of August, 2012
Notary Public
Alexander D. Rose
Partner
Stikeman Elliott LLP
9
THIS IS EXHIBIT "1"
To the Affidavit of Alexander D. Rose
Sworn before me this 3rd day of August, 2012
~
.AARON L KRS\DEN
L Barrister & Solicitor J
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.
Cordin 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)
A venue CLO Fund, Ltd. (A venue Capital Group)
Avenue CLO IV, Ltd.
A venue 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
10
Vista Leveraged Income Fund
Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund)
Second Lien Secured Creditors
Yucaipa American Alliance 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
GMofCanadaLTD CANG
PricewaterhouseCoopers, LLC
ADP, Inc.
Ryan
Receiver General- Ontario
Grant Thornton LLP
Comdata Network, Inc.
Workers Compensation Board - Calgary
Sambur Limited
Chrysler LLC - ALZS
Chrysler AUHL CA
PPI Northlake LLC
Cintas/ National Rental
Michelin North America/ Canada
Chartis Insurance Co. of Canada
Chrysler LLC AUHL US
Hyundai Auto Canada
11
5107 County Drive LC
Pension Benefit Guaranty Corporation*
*Denotes Committee Member
Major Customers (Automotive Group- U.S)
Ford Motor Corporation
Mitsubishi Fuso
UPS Autologistics
United Parcel Service
Izuzu Transport, Inc.
Major Customers (Automotive Group- Canada)
Hyunda Canada
KiaCanada
Nissan Canada
Glovis, Inc.
Mitsubishi Canada
Mazda Canada
Wilhelmsen Logistics
Pro max
(Major Customers - Axis Group)
Ally Financial
Chrysler
Hertz
Enterprise
Avis
Manheim, Inc.
A des sa
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 ofNew York
12
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
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)
13
AIG Environmental Insurance Company of Canada
ARCH Insurance Co.
Royal and SunAlliance Insurance Company of Canada
Depositary Banks
JPMorgan Chase Bank
Bank of America
Fidelity National Bank
The Bank ofNova Scotia
Letter of Credit Banks (Secured)
Wells Fargo 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. dlb/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
14
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 of New 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 J. Walsh
Office Of The United States Trustee For Region 3- 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 K.lauder
Jane Leamy
Tony Murray
James R. O'Malley
Lauren O'Neal
Michael Panacio
Tiiara Patton
Juliet Sarkessian
Richard Schepacarter
Ramona Vinson
15
Michael West
Dion Wynn
Allied Attorneys
Troutman Sanders, LLP
Ogletree Deakins
Richards, Layton & Fingers, P .A.
Gowling Lafleur Henderson LLP (Canadian Counsel)
Allied Accountants and Financial Advisors
PriceWaterhouse Coopers (tax services)
Grant Thornton (auditing and accounting)
Rothschild Inc. (Financial Advisors)
Attorneys for Parties in Interest
Latham & Watkins (Yucaipa)
Osler , Hoskin & Harcourt (Yucaipa Canadian Counsel)
Previant, Goldberg, Uelmen, Gratz, Miller & Brueggeman, S.C. (IBT)
Schulte, Roth & Zabel (Black Diamond & Spectrum)
Utilities
Clayton County Water Authority
Georgia Power
SCANA Energy
Georgia Natural Gas Services
Integrys Energy Services ofNew York, Inc.
National Fuel
Erie County Water Authority
New York State Elec. & Gas
Enmax
Direct Energy Regulated Services
Cal-Portisan
Hydro Quebec
Cayce, City (SC)
SCE&G
City of Cottage Grove (MN)
Xcel Energy- Northern States Power Comp.
DTEEnergy
City of Dearborn (MI)
EPCOR
UnitedREMC
City of Fort Wayne (IN)
Northern Indiana Pub. Serv. Co.
Halifax Regional Water Commission
Nova Scotia Power
16
Public Water Supply District No. 2- Liberty
Kansas City Power & Light
Missouri Gas Energy
KCMO Water Services Department
London Hydro
Union Gas
Gas Incorporated
JacksonEMC
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 ofDelta
F ortisN C (T erasen Gas)
Superior Propane Inc.
BC Hydro
NSTAR
Town of Ashland (MA)
Enwin Utilities
UnionGas
City of Winnipeg (MB)
Manitoba Hydro
Duke Energy
City of Winston-Salem NC
Progress Energy
La Petroliere
United Propane LLC
Dominion Virginia Power
Osterman Gas Service Inc.
City Water International Inc.
Amerigas-Pittsburgh
Puget Sound Energy
AT&T
Granite Telecommunications
Sprint
Verizon
17
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
18
THIS IS EXHIBIT "2"
To the Affidavit of Alexander D. Rose
Sworn before me this 3rd day of August, 2012

L Banister & SoUcltor _j
Exhibit 2 - CONFLICTS SEARCH SUMMARY
CONFLICT PARTIES THAT ARE FORMER OR CURRENT CLIENTS OF
STIKEMAN ELLIOTT LLP IN MATTERS WHOLLY UNRELATED TO THE
DEBTORS' CHAPTER 11 CASES
DEBTOR ENTITIES
Stikeman Elliott currently represents the following Debtor entities:
None
Stikeman Elliott has in the past represented the following Debtor entities:
None
FIRST LIEN SECURED CREDITORS
Stikeman Elliott currently represents the following entities and/or potentially related parties of such
entities on matters wholly unrelated to the Debtors' chapter 11 cases:
Black Diamond CLO 2005-1 Ltd. (Black
Diamond Capital Management)
Teak Hill Master Fund LP (Teak Hill-
Credit Capital Investments (Morgan
Stanley))
Avenue CLO Fund, Ltd. (Avenue Capital
Group)
Vista Leveraged Income Fund
Stikeman Elliott has in the past represented the following entities and/or potentially related parties of such
(CVY Holdings LLC)
Avenue CLO Fund, Ltd. (Avenue Capital
Group)
SECOND LIEN SECURED CREDITORS
Black Diamond CLO 2005-1 Ltd. (Black
Diamond Capital Management)
Del Mar Master Fund, Ltd.
Bank ofNew York Melon
Bank ofNew York Melon Yucaipa American Alliance Fund I, LP
(CVY Holdings LLC)
UNSECURED CREDITORS
Ford Motor Corp.
Toyota Motor Sales Inc.
Chartis
IBM Corporation
Ford Motor Corp.
National Union Fire Insurance
Manufactures Life Insurance Co.- Waterloo
Chartis
Grant Thornton LLP
Pension Benefit Guarantee Corporation
CSX Transportation
Tokio Marine & Nichido Fire Insurance
Toyota Motor Sales Inc.
GM of Canada Ltd. CANG
Hyundai Auto Canada
MAJOR CUSTOMERS (AUTOMOTIVE GROUP U.S.)
Ford Motor Corporation Mitsubishi Fuso
Ford Motor Corporation Mitsubishi Fuso
MAJOR CUSTOMERS (AUTOMOTIVE GROUP CANADA)
Hyundai Canada
Mazda Canada
Nissan Canada
Hyundai Canada
Mazda Canada
2
Nissan Canada
MAJOR CUSTOMERS (AXIS GROUP)
Ally Financial
Hertz
Chrysler
Enterprise
UNIONS
Ally Financial
Hertz
Chrysler
Enterprise
Stikeman Elliott has not represented and does not currently represent any of the Union entities listed in
Exhibit 1.
PENSION FUNDS
Stikeman Elliott has not represented and does not currently represent any of the Pension Fund entities
listed in Exhibit 1.
LITIGATION
Stikeman Elliott has not represented and does not currently represent any of the Litigation entities listed
in Exhibit I.
SIGNIFICANT HOLDERS
Stikeman Elliott has not represented and does not currently represent any of the Significant Holders listed
in Exhibit 1.
MEMBER OF THE DEBTOR ENTITIES' BOARD OF DIRECTORS
Stikeman Elliott has not represented and does not currently represent any individuals or entities who are
members of the Debtor Entities' Board of Directors as listed in Exhibit 1.
EXECUTIVE OFFICERS
Stikeman Elliott has not represented and does not currently represent any of the Executive Officers listed
in Exhibit 1.
LIABILITY AND PROPERTY INSURERS (U.S.)
Chartis Insurance Co. Chartis Excess Limited
3
New Hampshire Insurance Company
Federal Insurance Company (Chubb)
Illinois Union Insurance Co.
Chartis Insurance Co.
Chartis Excess Limited
Hartford Fire Insurance Co.
Illinois Union Insurance Co.
LIABILITY AND PROPERTY INSURERS (CANADA)
entities on matters wholly unrelated to the Debtors' chapter II cases:
AIG Environmental Insurance Company of Chartis Insurance Co. of Canada
Canada
DEPOSITORY BANKS
JP Morgan Chase Bank
Bank ofNova Scotia
Bank of America
JP Morgan Chase Bank
Bank ofNova Scotia
LETTER OF CREDIT BANKS (SECURED)
Bank of America
Stikeman Elliott has not represented and does not currently represent any of the Letter of Credit Banks
listed in Exhibit 1.
TERMUNALLANDLORDS
4
CSX Transportation, Inc.
Eco-Industrial Business Park, Inc.
JUDGES ON THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF
DELAWARE
Stikeman Elliott has not represented and does not currently represent any of the Judges on the United
States Bankruptcy Court for the District ofDelaware listed in Exhibit 1.
OFFICE OF THE UNITED STATES TRUSTEE FOR REGION 3- WILMINGTON, DE
Stikeman Elliott has not represented and does not represent any of the United States Trustees listed in
Exhibit 1.
ALLIED ATTORNEYS
Troutman Sanders, LLP
Richards, Layton & Finders, P.A.
Ogletree Deakins
Gowling Lafleur Henderson LLP (Canadian
Counsel)
Troutman Sanders, LLP Gowling Lafleur Henderson LLP (Canadian
Counsel)
ALLIED ACCOUNTANTS AND FINANCIAL ADVISORS
Grant Thornton (auditing and accounting) Troutman Sanders, LLP
ATTORNEYS FOR PARTIES IN INTEREST
Latham & Watkins Osler, Hoskin & Harcourt
5
Schlute, Roth & Zabel (Black Diamon &
Spectrum)
Latham & Watkins
Schlute, Roth & Zabel (Black Diamon &
Spectrum)
UTILITIES
Osler, Hoskin & Harcourt
Enmax
DTEEnergy
FPL
Manitoba Hydro
Puget Sound Energy
Sprint
Bell Alliant
Bell Mobility
Paetic
Hydro Quebec
EPCOR
Union Gas
Duke Energy
AT&T
Verizon
Bell Canada
Integrys Energy Services ofN ew York, Inc.
Progress Energy
Rogers Wireless, Inc.
GXS
Enmax
DTEEnergy
Manitoba Hydro
Sprint
Bell Mobility
6
En win
Century link
Hydro Quebec
UnionGas
Verizon
Bell Canada
Bell Alliant
Paetic

EXHIBIT B
Engagement Letter
STIKEMAN ELLIOTT
Stikeman Elliott LLP Barristers & Solicitors
5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1 B9
Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com
Alexander D. Rose
Direct: 416.869-5261
Fax: 416.947-0866
E-mail: arose@stikeman.com
BYE-MAIL
Brad Berliner
Chair of the Official
Unsecured Creditors of
Holdings, Inc. et. al.
c/o Central States Funds
9377 W. Higgins Road
Rosemont, IL 60018, USA
Tel: (847) 518-9800
Fax: (847) 518-9797
Dear Sir:
Committee of
Allied Systems
Re: Re Allied Systems Holdings, Inc. et al.
July 5, 2012
I am writing to say how pleased we are that you have retained the legal
services of Stikeman Elliott LLP as Canadian counsel to the Official Committee of
Unsecured Creditors (the "Committee") in respect of the above-referenced
proceedings commenced before the United States Bankruptcy Court, District of
Delaware (Case No. 12-11564) (the "Chapter 11 Cases") and the related proceedings
commenced before the Ontario Superior Court of Justice (Court File No. 12-CV-9757-
00CL) (the "Canadian Proceedings"). We are very much looking forward to working
with you.
We understand that we will be representing the Committee to provide the
legal services customarily associated with this type of engagement, which may
include:
1. Advising the Committee with respect to Canadian issues impacting its rights,
powers and duties in the Chapter 11 Cases and the Canadian Proceedings;
2. Assisting in preparing, on behalf of the Committee, all necessary and
appropriate applications, motions, proposed orders, other pleadings, notices,
and other documents, and reviewing all financial and other reports filed or to
be filed in the Canadian Proceedings;
TORONTO
MONTREAL
OTTAWA
CALGARY
VANCOUVER
NEW YORK
LONDON
SYDNEY
2
STIKEMAN ELLIOTT
3. Advising the Committee concerning, and preparing responses to,
applications, motions, other pleadings, notices and other papers that may be
filed by other parties in the Canadian Proceedings;
4. Reviewing the nature and validity of any liens asserted against property of
the debtors' estates and advising the Committee concerning the
enforceability of such liens under Canadian law;
5. Advising the Committee in connection with the formulation, negotiation and
documents;
6. Assisting and advising the Committee and taking all necessary or
appropriate actions at the Committee's direction with respect to Canadian
issues that relate to reviewing, estimating, resolving and litigating claims
asserted against the debtors' estates in Canada, and the negotiation of
Canadian legal disputes involving the Committee;
7. Commencing and conducting litigation necessary and appropriate to assert
rights held by the Committee in Canada; and
8. Providing such other legal services as the Committee may require in
connection with the Chapter 11 Cases and in the Canadian Proceedings.
If the Committee wishes to change the scope of the services we are to
provide, please advise us accordingly.
This letter sets forth the basis of our engagement for the matter described
above. As well, unless you and we later agree otherwise, this letter will also apply to
any other legal services the firm may agree to provide the Committee which fall
outside the initial scope of the firm's representation and to any new matters for
which the Committee retains the legal services of the firm.
I will be the partner responsible for this engagement, principally assisted by
Jennifer Legge, who is a partner in our corporate group, and Maria Konyukhova and
Kathryn Esaw, who are associates in our insolvency group, although other partners
or associates will be involved from time to time as necessary. We will organize our
services to seek to provide the Committee with the appropriate level of expertise as
efficiently as reasonably possible. We will seek to communicate with you to keep the
Committee informed of our progress and developments regarding this matter and
will rely on information and instructions obtained from the persons you designate
for the purpose. Since e-mail is one of our preferred means of communication,
please let us know if you would prefer that we not use e-mail. If you have any
questions about our services, staffing, billings or other aspects of our representation,
please let me know directly.
As is the case in matters of this nature, our overall fee will reflect a variety of
factors, which will include the time spent, the responsibility assumed, the degree of
5990260 v3
3
STIKEMAN ELLIOTT
skill, experience and expertise brought to bear and the novelty, complexity and
urgency of the matter. Hourly rates, generally based on experience and any special
expertise, will be one factor bearing on the determination of our overall fee. We are
pleased to indicate the current hourly rates applicable for those lawyers named
above, which rates may be subject to periodic adjustment:
Alex Rose - CDN$625 /hr
Jennifer Legge- CDN$800/hr
Maria Konyukhova- CDN$540/hr
Kathryn Esaw- CDN$410/hr
We intend to send you an interim statement of account for current payment
on an approximately monthly basis. In addition to the fees for our services, our
account will include disbursements and other charges incidental to the performance
of our services. If the Committee has guidelines, such as for identification of fees,
disbursements or other charges, that you would like us to observe for such purposes,
please let me know. If we engage outside experts or third parties for the
engagement, we will try to arrange for their accounts to be billed to the Committee
directly, but, should this not be possible, such accounts will nonetheless be the
Committee's responsibility.
The firm cannot, without appropriate consents, represent a party if there is a
conflict of interest with other clients. Based on information we have received from
the Committee's U.S. counsel, Sidley Austin LLP, we have conducted a search for
actual or potential conflicts of interest and we are satisfied we can act in this matter.
Please note, however, that we continue to execute our conflicts check process.
Conflicts of interest of which the firm is not currently aware may be identified, or
may arise, that could preclude the firm from representing the Committee in pending
or future matters. In addressing that possibility, we seek to be fair to our clients and
will be subject to any applicable local professional conduct rules. In this connection,
it is important that the Committee provide us with any information, at this time or
during the course of our representation, which you believe may be pertinent to any
actual or potential conflict of interest in connection with our representation.
We have informed Sidley Austin LLP that our firm has, or may have, been
retained by certain of the debtors' creditors, customers, insurers, landlords,
accountants, utilities and/ or other interested parties in the past and, in some cases,
continues to work for those entities on unrelated matters. By execution of this letter,
the Committee hereby waives any potential conflict of interest relating to the
performance of legal services for such entities and consents to the performance of
legal services by our firm for such entities in unrelated matters.
We are a limited liability partnership (LLP). A partner in an LLP is not
personally liable for any debts, obligations or liabilities of the LLP that arise from
any negligent act or omission by another partner or by any person under that other
partner's direct supervision or control. Partners of an LLP are personally liable only
for their own actions and omissions, and for the actions and omissions of those they
directly supervise or control.
5990260 v3
4
STIKEMAN ELLIOTT
As part of our mandate, it may become necessary for us to collect, use, and
disclose
11
personal information
11
, which is defined as including virtually all
information about an individual. Accordingly, you confirm that we may collect, use
and disclose such information to the extent that is reasonably necessary within the
context of the specific matters we are being retained to assist the Committee with.
This consent will extend to any experts or other third parties which we engage to
assist in the Committee's representation, provided that we will seek to ensure such
third parties maintain and respect the personal nature of this information. The
Committee will still be subject to its own obligations under Canadian federal and
provincial privacy legislation with respect to such personal information. A copy of
our privacy policy appears on our website at
http://www.stikeman.com/cps/rde/xchg/se-en/hs.xsl/3342.htm and as the policy
may be amended in the future, we encourage you to revisit the site from time to
time.
The Committee may terminate its engagement of us for any reason by giving
us written notice to that effect. On such termination, all unpaid legal fees and
disbursements become immediately due and payable.
We may stop performing legal services and terminate our legal
representation of the Committee for any reason in accordance with the rules that
govern the professional conduct of lawyers, including for unanticipated conflicts of
interest or unpaid legal fees and disbursements.
Unless our engagement has been previously terminated or we expressly
agree otherwise, our representation of the Committee will cease upon receipt by you
of our final account for services. If, upon termination or completion of a matter, you
wish to have any documentation returned to the Committee, please advise us.
Otherwise, any documentation that you have provided to us and the work product
completed for the Committee will be dealt with in accordance with our records
retention policies. Please note that for various reasons, including the minimization
of unnecessary storage expenses, we reserve the right to destroy or dispose of this
documentation.
This letter shall be governed by and construed in accordance with the laws of
the Province of Ontario.
Thank you again for engaging us. We appreciate your confidence in our firm
and will work hard to justify that confidence.
5990260 v3
5
STIKEMAN ELLIOTT
Yours truly,
Alexander D. Rose
cc.: David Byers, Stikeman Elliott LLP
5990260 v3
EXHIBITC
Proposed Order
DISTRICT OF DELAWARE
In re: Chapter 11
al.,
1
Case No. 12-11564 (CSS)
Debtor.
ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF STIKEMAN
ELLIOTT LLP AS CANADIAN COUNSEL TO THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, NUNC PRO TUNC TO JULY 5, 2012
Upon consideration of the Application (the "Application")
2
of the Official
Cmmnittee ofUnsecured Creditors (the "Committee") of the above captioned debtors and
debtors in possession (collectively, the "Debtors") seeking to retain Stikeman Elliott LLP
("Stikeman") as its Canadian counsel in this proceeding, effective as of July 5, 2012, and upon
consideration of the Rose Declaration in suppmt of the Application; the Comt 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. 157(b);
the Court having determined that the tetms and conditions ofStikeman's employment are
reasonable as required by section 328(a) of the Bankruptcy Code; the Comt being satisfied that
Stikeman represents no interest materially adverse to the Debtors in the matters with respect to
which Stikeman is to be employed; and notice of the Application being sufficient; and after due
deliberation and sufficient cause appearing therefor;
2
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
2918187); Cordin Transport LLC (38-1985795); F..T. Boutell Driveaway LLC (38-0365100); GACS
QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Tenninal
Services LLC (91-0847582). The location ofthe Debtors' cmporate headquarters and the Debtors' address for
Capitalized te1ms not otherwise defined shall have the meanings ascribed to such terms in the Application.
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED as set forth herein, nunc pro tunc to July
5, 2012.
2. The tenns of the Engagement Letter, attached hereto as Exhibit 1, are
approved in all respects except as limited or modified herein.
3. Pursuant to sections 328(a) and 1103 ofthe Bankruptcy Code, Bankruptcy
Rule 2014(a) and Local Rule 2014-1, the Cotmnittee is authorized to employ Stikeman as its
Canadian counsel on the terms set forth in the Engagement Letter and without the need for any
further action on the part of Stikeman or the Committee to document such retention nunc pro
tunc to July 5, 2012. The Debtors are authorized to pay fees and reimburse expenses to
Stikeman on the terms and at the times specified in the Engagement Letter, nunc pro tunc to July
5, 2012.
4. All of Stikeman' s compensation set forth in the Engagement Letter is
approved pursuant to section 328(a) of the Bankruptcy Code and Stikeman 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 terms 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 tenns 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 ofthis Order or Stikeman's services for the Committee.
Dated:
------' 2012
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
2
EXHIBIT 1 to the Order
Engagement Letter
STIKEMAN ELLIOTT
Stikeman Elliott LLP Barristers & Solicitors
5300 Commerce Court West. 199 Bay Street, Toronto, Canada M5L 1 B9
Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com
Alexander D. Rose
Direct: 416.869-5261
Fax: 416.947-0866
E-mail: arose@stikeman.com
BYE-MAIL
Brad Berliner
Chair of the Official
Unsecured Creditors of
Holdings, Inc. et. al.
cj o Central States Funds
9377 W. Higgins Road
Rosemont, IL 60018, USA
Tel: (847) 518-9800
Fax: (847) 518-9797
Dear Sir:
Committee of
Allied Systems
Re: Re Allied Systems Holdings, Inc. et al.
July 5, 2012
I am writing to say how pleased we are that you have retained the legal
services of Stikeman Elliott LLP as Canadian counsel to the Official Committee of
Unsecured Creditors (the "Committee") in respect of the above-referenced
proceedings commenced before the United States Bankruptcy Court, District of
Delaware (Case No. 12-11564) (the "Chapter 11 Cases") and the related proceedings
commenced before the Ontario Superior Court of Justice (Court File No. 12-CV-9757-
00CL) (the "Canadian Proceedings"). We are very much looking forward to working
with you.
We understand that we will be representing the Committee to provide the
legal services customarily associated with this type of engagement, which may
include:
1. Advising the Committee with respect to Canadian issues impacting its rights,
powers and duties in the Chapter 11 Cases and the Canadian Proceedings;
2. Assisting in preparing, on behalf of the Committee, all necessary and
appropriate applications, motions, proposed orders, other pleadings, notices,
and other documents, and reviewing all financial and other reports filed or to
be filed in the Canadian Proceedings;
TORONTO
MONTREAL
OTTAWA
CALGARY
VANCOUVER
NEW YORK
LONDON
SYDNEY
2
STJKEMAN ELLIOTT
3. Advising the Committee concerning, and preparing responses to,
applications, motions, other pleadings, notices and other papers that may be
filed by other parties in the Canadian Proceedings;
4. Reviewing the nature and validity of any liens asserted against property of
the debtors' estates and advising the Committee concerning the
enforceability of such liens under Canadian law;
5. Advising the Committee in connection with the formulation, negotiation and
documents;
6. Assisting and advising the Committee and taking all necessary or
appropriate actions at the Committee's direction with respect to Canadian
issues that relate to reviewing, estimating, resolving and litigating claims
asserted against the debtors' estates in Canada, and the negotiation of
Canadian legal disputes involving the Committee;
7. Commencing and conducting litigation necessary and appropriate to assert
rights held by the Committee in Canada; and
8. Providing such other legal services as the Committee may require in
connection with the Chapter 11 Cases and in the Canadian Proceedings.
If the Committee wishes to change the scope of the services we are to
provide, please advise us accordingly.
Thic; letter sets forth the basis of our engagement for the matter described
above. As well, unless you and we later agree otherwise, this letter will also apply to
any other legal services the firm may agree to provide the Committee which fall
outside the initial scope of the firm's representation and to any new matters for
which the Committee retains the legal services of the firm.
I will be the partner responsible for this engagement, principally assisted by
Jennifer Legge, who is a partner in our corporate group, and Maria Konyukhova and
Kathryn Esaw, who are associates in our insolvency group, although other partners
or associates will be involved from time to time as necessary. We will organize our
services to seek to provide the Committee with the appropriate level of expertise as
efficiently as reasonably possible. We will seek to communicate with you to keep the
Committee informed of our progress and developments regarding this matter and
will rely on information and instructions obtained from the persons you designate
for the purpose. Since e-mail is one of our preferred means of communication,
please let us know if you would prefer that we not use e-mail. If you have any
questions about our services, staffing, billings or other aspects of our representation,
please let me know directly.
As is the case in matters of this nature, our overall fee will reflect a variety of
factors, which will include the time spent, the responsibility assumed, the degree of
5990260 v3
3
STIKEMAN ELLIOTT
skill, experience and expertise brought to bear and the novelty, complexity and
urgency of the matter. Hourly rates, generally based on experience and any special
expertise, will be one factor bearing on the determination of our overall fee. We are
pleased to indicate the current hourly rates applicable for those lawyers named
above, which rates may be subject to periodic adjustment:
Alex Rose - CDN$625/hr
Jennifer Legge- CDN$800/hr
Maria Konyukhova- CDN$540/hr
Kathryn Esaw- CDN$410/hr
We intend to send you an interim statement of account for current payment
on an approximately monthly basis. In addition to the fees for our services, our
account will include disbursements and other charges incidental to the performance
of our services. If the Committee has guidelines, such as for identification of fees,
disbursements or other charges, that you would like us to observe for such purposes,
please let me know. If we engage outside experts or third parties for the
engagement, we will try to arrange for their accounts to be billed to the Committee
directly, but, should this not be possible, such accounts will nonetheless be the
Committee's responsibility.
The firm cannot, without appropriate consents, represent a party jf there is a
conflict of interest with other clients. Based on information we have received from
the Committee's U.S. counsel, Sidley Austin LlP, we have conducted a search for
actual or potential conflicts of interest and we are satisfied we can act in this matter.
Please note, however, that we continue to execute our conflicts check process.
Conflicts of interest of which the firm is not currently aware may be identified, or
may arise, that could preclude the firm from representing the Committee in pending
or future matters. In addressing that possibility, we seek to be fair to our clients and
will be subject to any applicable local professional conduct rules. In this connection,
it is important that the Committee provide us with any information, at this time or
during the course of our representation, which you believe may be pertinent to any
actual or potential conflict of interest in connection with our representation.
We have informed Sidley Austin LLP that our firm has, or may have, been
retained by certain of the debtors' creditors, customers, insurers, landlords,
accountants, utilities and/ or other interested parties in the past and, in some cases,
continues to work for those entities on unrelated matters. By execution of this letter,
the Committee hereby waives any potential conflict of interest relating to the
performance of legal services for such entities and consents to the performance of
legal services by our firm for such entities in unrelated matters.
We are a limited liability partnership (LLP). A partner in an LLP is not
personally liable for any debts, obligations or liabilities of the LLP that arise from
any negligent act or omission by another partner or by any person under that other
partner's direct supervision or control. Partners of an LLP are personally liable only
for their own actions and omissions, and for the actions and omissions of those they
directly supervise or control.
5990260v3
4
STIKEMAN ELLIOTT
As part of our mandate, it may become necessary for us to collect, use, and
disclose
11
personal information
11
, which is defined as including virtually all
information about an individual. Accordingly, you confirm that we may collect, use
and disclose such information to the extent that is reasonably necessary within the
context of the specific matters we are being retained to assist the Committee with.
This consent will extend to any experts or other third parties which we engage to
assist in the Committee's representation, provided that we will seek to ensure such
third parties maintain and respect the personal nature of this information. The
Committee will still be subject to its own obligations under Canadian federal and
provincial privacy legislation with respect to such personal information. A copy of
our privacy policy appears on our website at
http:// www.stikeman.com/ cps/rde/ xchg/se-en/hs.xsl/ 3342.htm and as the policy
may be amended in the future, we encourage you to revisit the site from time to
time.
The Committee may terminate its engagement of us for any reason by giving
us written notice to that effect. On such termination, all unpaid legal fees and
disbursements become immediately due and payable.
We may stop performing legal services and terminate our legal
representation of the Committee for any reason in accordance with the rules that
govern the professional conduct of lawyers, including for unanticipated conflicts of
interest or unpaid legal fees and disbursements.
Unless our engagement has been previously terminated or we expressly
agree otherwise, our representation of the Committee will cease upon receipt by you
of our final account for services. If, upon termination or completion of a matter, you
wish to have any documentation returned to the Committee, please advise us.
Otherwise, any documentation that you have provided to us and the work product
completed for the Committee will be dealt with in accordance with our records
retention policies. Please note that for various reasons, including the minimization
of unnecessary storage expenses, we reserve the right to destroy or dispose of this
documentation.
This letter shall be governed by and construed in accordance with the laws of
the Province of Ontario.
Thank you again for engaging us. We appreciate your confidence in our firm
and will work hard to justify that confidence.
5990260 v3
5
STIKEMAN ELLIOTT
Yours truly,
Alexander D. Rose
cc.: David Byers, Stikeman Elliott LLP
5990260 v3

CERTIFICATE OF SERVICE
I, Seth S. Brostoff, do hereby certify I am not less than 18 years of age and that on this 3
rd

day of August 2012, I caused a copy of the within Application for Entry of an Order Authorizing
the Employment and Retention of Stikeman Elliott LLP as Canadian Counsel nunc pro tunc to
July 5, 2012 to be served upon the parties listed on the attached Service List via U.S. Mail, First
Class, postage pre-paid.

Under penalty of perjury, I declare the foregoing to be true and correct.
August 3, 2012 /s/ Seth S. Brostoff
Date Seth S. Brostoff

Avenue Capital Group
Attn: Heather Kaiser
535 Madison Ave, 15th Floor
New York, NY 10022

AVL Loan Funding, Inc.
Attn: Terry Conner-Graham
540 West Madison Street, Suite 1900-3N
Chicago, IL 60661

Bank of America
Attn: Kathleen Ross
SVP, Senior Client Manager
135 South Lasalle Street
Chicago, IL 60603

Black Diamond Capital Management LLC
Attn: Richard Ehrlich
1 Sound Shore Drive, Suite 200
Greenwich, CT 06830

Blackrock
fka R3capital
Attn: Carly Wilson
55 East 52nd Street
New York, NY 10055

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: Frank Sabatino/John Kilgannon
1818 Market St., 29th Floor
Philadelphia, PA 19103

Central Pennsylvania Teamsters Pension Fund
Attn: Maria Aprile Sawczuk
1105 North Market Street, 7th Floor

Central States Pension Fund
Attn: Robert A. Coco
Attn: Brad R. Berliner
Central States Law Dept.
9377 West Higgins Rd.
Rosemont, IL 60018-4938

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

Credit-Suisse
Attn: Micheal Chaisanguanthum
Attn: Jill Guerrido/James Potesky
Attn: Michelle Wagner
1 Madison Avenue, 9th Floor
New York, NY 10010

Dallas County
Attn: Elizabeth Weller
2323 Bryan Street, Ste 1600
Dallas, TX 75201

Delaware Secretary Of State
Division Of Corporations
Franchise Tax Division
PO Box 898
Dover, DE 19903

Delaware State Treasury
Attn: Chip Flowers
820 Silver Lake Blvd., Suite 100
Dover, DE 19904

Division Of Unemployment Ins.
Department Of Labor
4425 N. Market Street

Drum Special Situation Partners III LP
Attn: Joseph Russick
107 Elm Street, 10th Floor
Stamford, CT 06902

Durham Asset Management LLC
680 Fifth Avenue, 22nd Floor
New York, NY 10019

Attn: Herb McCoy
Decatur Branch Manager
160 Clairemont Ave
Decatur, GA 30030

Florida Self-Insurers Guaranty Assoc. Inc.
c/o Williams Gautier Gwynn DeLoach & Sorenson,
P.A.
Attn: James E. Sorenson
PO Box 4128
Tallahassee, FL 32315-4128
Ford Motor Company
c/o Miller Canfield
Attn: Jose J. Bartolomei, Esq.
101 N. Main Street, 7th Floor
Ann Arbor, MI 48104

Ford Motor Company
c/o Miller Canfield
Attn: Stephen S. LaPlante, Esq.
150 West Jefferson, Suite 2500
Detroit, MI 48226-4415

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

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

General Motors LLC
c/o Honigman Miller Schwartz and Cohn LLP
Attn: Daniel W. Linna Jr., Esq.
2290 First National Building
660 Woodward Avenue, Suite 2290
Detroit, MI 48226

GSO Capital Partners, LLC
345 Park Avenue, 34th Floor
New York, NY 10154

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

Internal Revenue Service
PO Box 7346
Philadelphia, PA 19101-7346

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

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, 10th Floor
Boston, MA 02111

JP Morgan Chase
Attn: Jessica Strange, Client Service Officer
10410 Highland Manor Drive
Floor 3, FL3-3317
Tampa, FL 33610

Landis Rath & Cobb LLP
Attn: Adam G. Landis, Esq.
Attn: Kerri K. Mumford, Esq.
919 Market Street, Suite 1800

Latham & Watkins LLP
Attn: Sara E. Barr, Esq.
233 South Wacker Drive, Suite 5800
Chicago, IL 60606

Attn: Robert A. Klyman, Esq.
Attn: Glen B. Collyer, Esq.
Attn: Gregory O. Lunt, Esq.
355 South Grand Avenue
Los Angeles, CA 90071-1560

Attn: Melinda C. Franek
855 Third Avenue
New York, NY 10022

Mayer Brown LLP
Attn: Craig E. Reimer, Esq.
71 South Wacker Drive
Chicago, IL 60606

McDonnell Investment Management LLC
Attn: Christian Champ
1515 W. 22nd Street, 12th Floor
Oak Brook, IL 60523

McDonnell Loan Opportunity Ltd.
Attn: Kathleen Zarn
1515 West 22nd Street, 11th 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

Monarch Alternative Capital LP
Attn: Patrick Bartels
535 Madison Avenue
New York, NY 10022

New England Teamsters & Trucking Pension Fund
c/o Feinberg, Campbell & Zack, P.C.
Attn: Catherine M. Campbell, Esq.
177 Milk Street, Suite 300
Boston, MA 02109

New York City Economic Development Corporation
c/o Michael A. Cardozo
Corporation Counsel of the City of New York
100 Church Street
New York, NY 10007
Attn: Zachary B. Kass, Esq.

Ore Hill Partners LLC
Attn: Johannes L Homan
452 Fifth Avenue, 25th Floor
New York, NY 10018

Palacios ISD, Jackson County, & Harris County
Attn: John P. Dillman
PO Box 3064
Houston, TX 77253-3064

Par-Four Investment Management
Attn: Joe Matteo
Attn: Michael Bailey
50 Tice Boulevard
Woodcliff Lake, NJ 07677

Pension Benefit Guaranty Corporation (PBGC)
Attn: Frank A. Anderson
Office of Chief Counsel
1200 K Street, N.W.
Washington, DC 20005-4026

Platinum Grove Contingent Capital
Master Fund
1100 King Street, Building Four
Rye Brook, NY 10573

Schulte Roth & Zabel LLP
Attn: Adam C. Harris/Robert J. Ward
Attn: Victoria A. Lepore/David M. Hillman
919 Third Avenue
New York, NY 10022
Scotia Bank
Attn: Homaira Rahimi
Attn: Rhonda Fairley
20 Queen Street West, 4th floor
Toronto, ON M5H 3R3
Canada

Secretary of the Treasury
Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

Securities & Exchange Commission
New York Regional Office
Attn: George S. Canellos, Regional Director
3 World Financial Center, Suite 400
New York, NY 10281-1022

Securities & Exchange Commission
100 F Street, NE

Spectrum Group Management LLC
Attn: Jeffrey Buller
Attn: Jeffrey Schaffer
Attn: Stephen Jacobs
1250 Broadway, Suite 810
New York, NY 10001

Spectrum Investment Partners LP
Attn: Jeffrey Schaffer
1250 Broadway, 19th Floor
New York, NY 10001

Stanfield Capital Partners
430 Park Avenue, 12th floor
New York, NY 10022

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

Yucaipa American Alliance (Parallel) Fund I, LP
Attn: Robert Bermingham
9130 W. Sunset Blvd.
Los Angeles, CA 90069

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

Teamsters Pension Trust Fund
of Philadelphia & Vicinity
Attn: Frank Sabatino/John Kilgannon
1818 Market St., 29th Floor
Philadelphia, PA 19103

Teamsters Pension Trust Fund
of Philadelphia & Vicinity
Attn: Maria Aprile Sawczuk
1105 North Market Street, 7th Floor

Tennessee Deparment of Labor &
Workforce Dev-Unemployment Insurance
c/o TN Attorney General Office
Bankruptcy Division
PO Box 20207
Nashville, TN 37202

The Bank of New York Mellon
Attn: Melinda Valentine
600 East Las Colinas, Suite #1300
Irving, TX 75039

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 CIT Group/Business Credit, Inc.
c/o Duane Morris LLP
Attn: Richard W. Riley/Sommer L. Ross
222 Delaware Avenue, Suite 1600
Wilmington, DE 19801-1659

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 Cooch & Taylor, P.A.
Attn: Susan E. Kaufman
1000 West Street, 10th Floor
Brandywine Bldg, PO Box 1680

TNATINC
c/o Batiste & Wilder
Attn: James F. Wallington
1150 Connecticut Ave., N.W.
Suite 500

TNATINC
c/o International Brotherhood of Teamsters
Attn: Edward Gleason
25 Louisiana Avenue, N.W.

U.S. Attorney's Office
PO Box 2046
1201 Market St., Ste. 1100

United States Trustee
844 King Street, Suite 2207
Lockbox #35

United States Trustee
Attn: David L. Buchbinder
J. Caleb Boggs Federal Building
Suite 2207

Venor Capital Management LP
Attn: Michael Scott
7 Times Square, Suite 3505
New York, NY 10036

Western Conf. of Teamsters Pension Trust Fund
c/o Reid, Pedersen, McCarthy & Ballew LLP
Attn: Russell J. Reid
100 West Harrison Street
North Tower, Suite 300
Seattle, WA 98119

Young Conaway Stargatt & Taylor
Attn: Michael R. Nestor
Rodney Square
1000 North King Street
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

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

J. Robert Williamson, Esq.
Ashley Reynolds Ray, Esq.
Scroggins & Williamson, P.E.
1500 Candler Building
127 Peachtree Street, N.E.
Atlanta, Georgia 30303

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