CERTIFICATION of counsel REGARDING STIPULATION BETWEEN DEBTORS, the CREDITORS' Committee and YUCAIPA. "The Committee and the Petitioning Creditors hereby certifies as follows" .
CERTIFICATION of counsel REGARDING STIPULATION BETWEEN DEBTORS, the CREDITORS' Committee and YUCAIPA. "The Committee and the Petitioning Creditors hereby certifies as follows" .
CERTIFICATION of counsel REGARDING STIPULATION BETWEEN DEBTORS, the CREDITORS' Committee and YUCAIPA. "The Committee and the Petitioning Creditors hereby certifies as follows" .
FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, INC., et al., 1 ~ Chapter 11 ) Case No. 12-11564 (CSS) ~ (Jointly Administered) Debtors. ~ Related Docket No. 230 CERTIFICATION OF COUNSEL REGARDING STIPULATION BETWEEN DEBTORS, THE CREDITORS' COMMITTEE AND YUCAIPA REGARDING EXTENSON OF THE CREDITORS' COMMITTEE'S CHALLENGE PERIOD The undersigned, co-counsel for Official Committee of Unsecured Creditors (the "Committee") in the above-captioned case, hereby certifies as follows: 1. On July 12,2012, the Court entered its Final Order Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (I) Authorizing Debtors to (A) Obtain Postpetition Secured DIP Financing And (B) Use Cash Collateral; (II) Granting Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate Protection to Prepetition Secured Lenders; And (IV) Modifying Automatic Stay (D.I. 230) (the "DIP Order"), 2 in this case. Paragraph 12 of the DIP Order provides a "Challenge Period" for the Committee and the Petitioning Creditors of "the later to occur of (A) seventy-five (75) days 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. (58-220 I 081 ); 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. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DIP Order. after the Consent Date and (B) sixty (60) days after the formation of the Committee." The Committee was formed on June 20, 2012. 2. As set forth in paragraph 1 of the attached Stipulation, the Debtors, Yucaipa American Alliance Fund II, LLC ("Yucaipa") and the Committee, (collectively, the "Parties"), have jointly agreed to extend the Challenge Period solely with respect to the Committee to "the later to occur of (A) one hundred and five (1 05) days after the Consent Date and (B) ninety (90) days after the formation of the Committee." 3. Accordingly, the Parties have executed the Stipulation and Order Regarding Extension of the Creditors' Committee Challenge Period (the "Stipulation") attached hereto as Exhibit A. No other party's consent is required to extend the Creditors' Committee Challenge Period. WHEREFORE, for the foregoing reasons, undersigned counsel respectfully requests that the Court approve and so order the attached Stipulation and Order Regarding Extension of the Creditors' Committee's Challenge Period. Date: August 22, 2012 Wilmington, Delaware SULLIVAN HAZEL TINE ALLINSON LLC Is/ William D. Sullivan William D. Sullivan (No. 2820) William A. Hazeltine (No. 3294) Seth S. Brostoff (No. 5312) 901 North Market Street, Suite 1300 Wilmington, DE 19801 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 Counsel for the Official Committee of Unsecured Creditors 3 EXHIBIT A In re: IN THE UNITED STATES BANKRUJ>TCY COURT FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, 10.'C., et al., 1 ) Chapter 11 ) ) Case No. 12-11564 (CSS) ) Debtors. ) (Jointly Administered) ) ) Related Docket No. 230 S'l'IPULATION AND ORDER REGARDING EXTENSION OF THE CREDITORS' COMMITTEE'S CHALLENGE PERIOD The debtors in the above-captioned cases (collectively, the "Debtors"), Yucaipa American Alliance Fund II, LI ,C (together with its affiliated funds, "Yucaipa"), as agent and a lender under the Senior Secured Super-Priority Debtor in Possession Credit and Guaranty Agreement dated as of June 11, 2012, and the Official Committee of Unsecured Creditors appointed in the above-captioned cases (the and collectively with the Debtors and Yucaipa, the hereby stipulate and agree as follows (the "Stipulation"): 1. The Parties agree to extend the "Challenge Period" set forth in section (b )(i) of paragraph 12 of the Final Order Pursuant to 11 U.S C. 105, 361, 362, 363(c), 364(c)(l), 364(c)(2), 364(c)(3), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (1) Authorizing Debtors to (A) Obtain Postpetition Secured DIP Financing And (B) Use Cash Collateral, (!!) Granting Superpriority Uens and Providingfor Superpriority Administrative Expense Status, (Ill) Granting Adequate Protection to Prepetition Secured The debtors in the above--captioned cases (collectively, the along with the federal tax identilication number (or Canadian business number where applicable) for each of the Debtors, arc: 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 Drivcaway LLC (38-03651 00); (JACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751 ); Logistic Technology, LLC ( 45-4242057); QAT, Inc. (59-2876863 ); RMX LLC (31-0961359); Transport Support LLC (3 8-2349563); and Terminal Services LLC (9 l -081\7582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklakc Drive, Bldg. 15, Stc. 600, Atlanta, Georgia 30345. Lenders, And (IV) ModifYing Automatic Stay (D.I. 230) (the "UU} __
solely with respect to the Committee, by modifying the words "the later to occur of (A) seventy-five (75) days after the Consent Date and (B) sixty (60) days after the formation of the Committee" to "the later to occur of(A) one hundred and five (105) days after the Consent Date and (B) ninety (90) days after the formation of the Committee". 2. Nothing contained herein shall act to waive or prejudice either: (a) the Committee's right to seck such other and further extensions as it deems necessary and appropriate; or (b) the right of any other party to this Stipulation to object to the Committee's request(s) for such an extension. 3. Except as expressly set forth herein or in any other applicable order of this Court, the Parties agree that this Stipulation docs not otherwise affect any term or provision of the DIP Order, and that the DIP Order otherwise remains in full force and effect. for avoidance of doubt, nothing herein limits the Committee's rights to bring a Challenge Action for any reason other than the perfection of any lien. 4. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document. Signatures transmitted by facsimile or other electronic transmission shall be sufficient to constitute execution by the parties hereto. 5. This Stipulation contains the entire agreement between the Parties as to the subject matter hereof, and all understandings, agreements and communications prior to the date hereof, whether express or implied, oral or written, relating to the subject matter hereof arc fully and completely extinguished and superseded by this Stipulation. This Stipulation shall not be Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DIP Order. 2 altered, amended, modified or otherwise changed, and the rights hereunder may not be waived, except by a writing dated subsequent to the date hereof and duly signed by each of the Parties. 6. This Stipulation is effective upon filing without further order of Court and shall not be modified, altered, amended or vacated without written consent of all parties hereto, subject to Court approval. 7. This Court shall retain jurisdiction over all matters arising from or related to the interpretation or implementation of this Stipulation. AGREED TO AND ACCEPTED BY: Date: August _ __ . , 2012 Wilmington, Delaware SULLIVAN HAZELTINE ALLINSON LLC { t : ~ l L . William D. Sullivan (No. 2820) William A. Hazeltine (No. 3294) Seth S. Brostoff (No. 5312) 901 North Mmket Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 and 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 l' ax: (312) 853-7036 Counsel for the Official Committee of Unsecured Creditors 3 Date: August? (' 2012 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLJ> -------::::> ) ~ - - - - ~ - - ------'"-" Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 and LATHAM & WATKINS LLJ> Robert A. Klyman (admitted pro hac vice) Gregory 0. Lunt (admitted pro hac vice) 355 South Grant Avenue Los Angeles, CA 90071-1560 Tel: (213) 485-1234 Fax: (213) 891-8763 Counsel.for Yucaipa American Alliance Fund !1, LLC and its affiliated funds 4 D<lle: /\ ugust 2012 Wilrnington, Delavvare HOS, ILAVTON & F[NGER, P.A. i'vlmk D. Collins (No. 2981) Christopher M. Samis (No. 4909) Andrew C. Irgem: (No. 5193) Marisn A. Terranova (No. 53%) One Rodney Square 920 North King Wihnington, DE 19801 Td: (302) 651-7700 Fax: (302) 651-7701 and
JcfJ!ey W. Kelley (admitted pro hac vice) Ezra ll Cohen (admitlecl pro hac vice) Carolyn P.l\.iehtcr (admitted pro hac vice) Matthew rc Brooks (adrnittcd pro hac t'ice} Benjamin It Carlsen (admitted pro hac vice) Bank of America Plaza CJOO Peachtree Street, Suite 5200 Atlanta, GA Tel: (404) 885-3000 Fax: (404) SRS-3900 C'ounse!for rhe Dchtors IT IS APPROVED AND SO ORDEREJ). ----- ---- 'Wilmington, Delaware UNITED STATES BANKRUP'T'CY JUDGE 5