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APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012. Allied Systems Holdings, Inc. ("Allied"), Allied Systems, Ltd. (L.P.) ("Systems") and
APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012. Allied Systems Holdings, Inc. ("Allied"), Allied Systems, Ltd. (L.P.) ("Systems") and
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APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012. Allied Systems Holdings, Inc. ("Allied"), Allied Systems, Ltd. (L.P.) ("Systems") and
Droits d'auteur :
Attribution Non-Commercial (BY-NC)
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Téléchargez comme PDF, TXT ou lisez en ligne sur Scribd
FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, INC., eta!., 1 j Chapter 11 j Case No. 12-11564 (CSS) j (Jointly Administered) Debtors. j Objection Deadline: August 1, 2012 at 4:00p.m. ) Hearing Date: August 28, 2012 at 11:00 a.m. APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012 The Official Committee of Unsecured Creditors (the "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"), by and through its undersigned chairperson, respectfully submits this application (the "Application") for the entry of an order pursuant to sections 327(a) and 1103 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure ("Bankruptcy Rules") and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure ofthe United States of Bankruptcy Court for the District of Delaware ("Local Rules"), for an order authorizing the retention of Sullivan Hazeltine Allinson LLC ("Sullivan Hazeltine" or the "Firm") as its counsel nunc pro tunc to 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. (58-190 1081 ); 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. (58-1904628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-2918187); Cmdin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-03651 00); GACS Incorporated (58-1944786); Logistic Systems, LLC ( 45-4241751 ); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Suppot1 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. June 19, 2012. In support ofthis Application, the Committee relies on the Declaration of William A. Hazeltine in support of this Application (the Hazeltine Declaration"), which is attached hereto as Exhibit A, and further states the following: JURISDICTION 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. The statutory predicate for the relief sought herein are sections 327(a) and 1103 of the Bankruptcy Code. 2. Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND 3. On May 17, 2012 (the "Petition Date"), each ofthe Debtors filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code commencing the above captioned cases, which the Debtors have requested be jointly administered for procedural purposes. The Debtors are operating as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 4. On June 19, 2012, the United States Trustee (the "Trustee") appointed the following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund; (c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d) General Motors, LLC. 5. On June 19, 2012, the Committee selected Sullivan Hazeltine as its co-counsel with Sidley Austin LLP ("Sidley"), subject to the approval of the Court. 2 RELIEF REQUESTED 6. By this Application, the Committee seeks authority to retain Sullivan Hazeltine as its co-counsel regarding all matters related to the Debtor's Chapter 11 case. 7. The Committee selected Sullivan Hazeltine as its co-counsel because of the Firm's extensive experience and knowledge in the field of debtor and creditors' rights and business reorganizations under chapter 11 of the Bankruptcy Code, and because of Sullivan Hazeltine's expertise, experience, and knowledge in practicing before this Court. The Committee believes that Sullivan Hazeltine is well qualified to represent the Committee in these chapter 11 cases in an efficient and timely manner. 8. Subject to court approval under section 330(a) of the Bankruptcy Code, compensation will be payable to Sullivan Hazeltine on an hourly basis, plus reimbursement of actual, necessary expenses, and other charges incurred by the Firm. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine Declaration, the hourly rates charged by the Firm are consistent with the rates charged in non-bankruptcy matters of this type and are subject to periodic adjustments to reflect economic and other conditions. The specific attorneys and legal assistants who may provide services on behalf of the Committee and their hourly rates include: William D. Sullivan William A. Hazeltine Elihu E. Allinson, III Seth S. Brostoff Heidi M. Coleman Member Member Member Associate Paralegal $425 $360 $325 $250 $150 9. To the best of the Committee's knowledge, and as set forth in the Hazeltine Declaration, the Firm's hourly rates are set at a level designed to fairly compensate the firm for the work of its professionals and to cover fixed and routine overhead expenses. Hourly rates 3 vary with the experience and seniority of the individuals assigned and may be adjusted by the Firm from time to time. 10. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine Declaration, it is Sullivan Hazeltine's policy to charge its clients in all areas of practice for expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, filing and recording fees, and postage, express mail and messenger charges. The Firm will charge the Committee for these expenses in a manner and at rates consistent with charges made generally to its other clients and consistent with the rules and practices of this Court. 11. Pursuant to Local Rule 2016-2 and as set forth in the Hazeltine Declaration, Sullivan Hazeltine has agreed to comply with the requirements contained in any fee guidelines promulgated by the Bankruptcy Court. 12. The professional services that Sullivan Hazeltine will render to the Committee may include, but shall not be limited to, the following: (a) assist and advise the Committee in its discussions with the Debtors and other parties in interest regarding the overall administration of the case; (b) represent the Committee at hearings to be held before this Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) prepare and review on behalf of the Committee all motions, applications, answers, orders, reports, and papers necessary to its representation of the Committee; and (e) perform all other necessary legal services and provide all other necessary legal advice to the Committee in connection with these chapter 11 cases. 4 13. Sidley and Sullivan Hazeltine have discussed a division of responsibilities regarding the Committee's representation in the Chapter 11 cases and will make every effort to avoid and/or minimize duplication of services. 14. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine Declaration, Sullivan Hazeltine does not hold any interest adverse to the Debtors or their estates. 15. To the best of the Committee's knowledge, and as set forth in the Hazeltine Declaration, Sullivan Hazeltine is a "disinterested person" as that phrase is defined in section 101(14) ofthe Bankruptcy Code, and the Firm's employment is necessary and in the best interests of the Committee. 16. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine Declaration, no member or employee of Sullivan Hazeltine is related, to any United States Bankruptcy Judge in this District, the United States Trustee for such District, or any assistant or staff attorney for the United States Trustee. CONCLUSION WHEREFORE, the Committee respectfully request that the Court enter an Order, substantially in the form attached hereto as Exhibit B, authorizing the Committee to employ and retain Sullivan Hazeltine as counsel for the Committee nunc pro tunc to June 19, 2012, and grant such other further relief as is just and proper. Dated: July 1:{, 2012 Wilmington, Delaware
Brad Be iner, Chairperson Official Committee of Unsecured Creditors 5 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, INC., et al., 1 j Chapter 11 j Case No. 12-11564 (CSS) j (Jointly Administered) Debtors. j Objection Deadline: August 1, 2012 at 4:00p.m. ) Hearing Date: August 28, 2012 at 11:00 a.m. NOTICE OF APPLICATION PLEASE TAKE NOTICE THAT on July 17,2012, the Official Committee ofUnsecured Creditors for Allied Systems Holdings, Inc., et al. (the "Committee) filed the attached Application for Entry of an Order Authorizing the Employment and Retention of Sullivan Hazeltine Allinson LLC as Co-Counsel for the Official Committee of Unsecured Creditors nunc pro tunc to June 19, 2012 (the "Application") with the United States Bankruptcy Comi 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 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); C01din 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 headqumters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. A. Terranova, Esq., 920 N. King Street, Wilmington, DE 19899; Counsel for the Official Committee of Unsecured Creditors: Sidley Austin LLP, Attention: Michael G. Burke, Esq., Brian J. Lohan, Esq., Dennis Kao, Esq., 787 Seventh Avenue, New York, New York 10019 and Matthew A. Clemente, Esq., One South Dearborn Street, Chicago, Illinois 60603 and Sullivan Hazeltine Allinson LLC, Attention: William D. Sullivan, Esq., William A. Hazeltine, Esq., and Elihu E. Allinson, III, Esq., 901 North Market Street, Suite 1300, Wilmington, DE 19801; and The United States Trustee, Attention: David L. Buchbinder, Office of the U.S. Trustee, J. Caleb Boggs Federal Building, 844 North King Street, Suite 2207, Wilmington, DE 19801 on or before August 1, 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, 5 111 Floor, Courtroom 6, on August 28, 2012 at 11:00 a.m. prevailing Eastern time. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTION OR OTHER RESPONSE TO THE APPLICATION IS TIMELY FILED IN ACCORDANCE WITH THE PROCEDURES SET FORTH ABOVE, THE BANKRUPTCY COURT MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT IN THE APPLICATION WITHOUT FURTHER NOTICE OR A HEARING. Dated: July 17, 2012 Wilmington, Delaware SULLIVAN HAZELTINE ALLINSON LLC Is/ William A. Hazeltine William A. Hazeltine (No. 3294) 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 Email: whazeltine@sha-llc.com Proposed Attorneys for the Official Committee of Unsecured Creditors 2 Exhibit A IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., eta!., 1 Debtors. ) Chapter 11 ) ) Case No. 12-11564 (CSS) ) ) (Jointly Administered) ) DECLARATION OF WILLIAM A. HAZELTINE IN SUPPORT OF THE COMMITTEE'S APPLICATION PURSUANT TO SECTION 327(a) AND 1103 OF THE BANKRUPTCY CODE, FED. R. BANKR. P. 2014(a) AND DEL. BANKR. L. R. 2014-1 FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZEL TINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012 STATE OF DELAWARE COUNTY OF NEW CASTLE ) ) ) ss: I, William A. Hazeltine, being duly sworn, do hereby depose and state the following: 1. I am a member of the law firm of Sullivan Hazeltine Allinson LLC ("Sullivan Hazeltine" or the "Firm"). I am admitted to practice law in the State of Delaware and before the U.S. District Court for the District of Delaware and the United States Court of Appeals for the Third Circuit. 2. I am authorized to make this declaration on Sullivan Hazeltine's behalf. I have personal knowledge of the matters stated herein except where I have indicated that I relied on specific information. The debtors in the above-captioned cases (collectively, the "Debtors"), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59- 2876864); Allied Systems (Canada) Company (90-0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); 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 headqumters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 3. This Declaration is submitted pursuant to section 329(a) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), Rules 2014(a) and 2016(b) ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2014-1 and 2016-1 ofthe Local Rules of Bankruptcy Practice and Procedure ofthe United States of Bankruptcy Court for the District of Delaware (the "Local Rules"), in support of the application of the Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc. eta!. (the "Committee"), for an order pursuant to section 327(a) and 1103 of the Bankruptcy Code, authorizing the employment and retention of Sullivan Hazeltine as counsel for the Committee nunc pro tunc to June 19, 2012 (the "Application"). 4. On May 17, 2012 (the "Petition Date"), each ofthe Debtors filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code commencing the above captioned cases, which the Debtors have requested be jointly administered for procedural purposes. The Debtors are operating as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. 5. On June 20, 2012, the United States Trustee (the "Trustee") appointed the following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund; (c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d) General Motors, LLC. 6. On June 19, 2012, the Committee selected Sullivan Hazeltine as co-counsel with Sidley Austin LLP ("Sidley"), subject to the approval of the Court because of Sullivan Hazeltine's expertise, experience, and knowledge in practicing before this Court. The Firm is 2 generally familiar with the potential legal issues that may arise in the context of this chapter 11 case. DISINTERESTEDNESS OF PROFESSIONALS- NO ADVERSE INTEREST 7. Sullivan Hazeltine has conducted, and continues to conduct, research into its relationships with the Debtors' creditors, their equity security holders, the Office of the United States Trustee, attorneys and accountants of the foregoing, and other parties interested in this case as identified in publically available information provided by the Debtors (the "Potential Parties in Interest"). 8. Sullivan Hazeltine has reviewed its records regarding contacts and/or conflicts with the Potential Parties in Interest. This inquiry revealed neither Sullivan Hazeltine nor any of its attorneys has represented or has had a relationship with any of the Potential Pmiies in Interest within the past three (3) years, except as set forth below: (a) Sullivan Hazeltine previously represented Wells Fargo Bank, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. (b) Sullivan Hazeltine previously represented Central States, Southeast and Southwest Areas Pension Fund, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in several cases unrelated to these cases. (c) Sullivan Hazeltine previously represented Central States, Southeast and Southwest Areas Health & Welfare Funds, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. (d) Sullivan Hazeltine previously represented Continental Casualty Company, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. (e) Sullivan Hazeltine previously represented Norfolk Southern Railway Company, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. 3 (f) Sullivan Hazeltine previously represented AT&T, or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. (g) Sullivan Hazeltine previously represented MegaPath, Inc., or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to these cases. (h) Sullivan Hazeltine previously represented Rothschild, Inc., the Debtor's proposed Financial Advisor, in a matter unrelated to these cases. 9. Based on the foregoing, Sullivan Hazeltine is a "disinterested person" as that term is defined in section 101 (14) of the Bankruptcy Code, as modified by section 11 07 (b) of the Bankruptcy Code, in that the Firm, its members and employees: (a) are not creditors or insiders of the Debtors; (b) are not and were not, within two years before the date of filing of the Debtors' chapter 11 petition, a director, officer, or employee of the Debtors or any Committee member; and (c) do not have interests materially adverse to the interest of the estate or of any class of creditors or equity security holders. 10. I am not related, and to the best of my knowledge, no attorney or employee at the Firm is related, to any United States Bankruptcy Judge in this District, the United States Trustee for such District, or any assistant United States Trustee. 11. At this time, based on information available to it, Sullivan Hazeltine does not anticipate any actual conflicts of interest with the Potential Parties in Interest. The Firm will seek appropriate waivers of any actual conflict of interest should conflicts arise in the future. 12. While Sullivan Hazeltine has undertaken extensive efforts to identify connections with the Committee and other parties in interest, it is possible that connections with some parties in interest have not yet been identified. Should Sullivan Hazeltine learn of any new connections of the nature discussed herein, the Firm will promptly so advise the Court by supplementing this declaration when necessary. 4 13. Sullivan Hazeltine does not hold or represent an interest adverse to the Debtors' estates. Sullivan Hazeltine will not, while employed by the Committee, represent any other entity having an adverse interest in the matters upon which the Committee seeks to retain Sullivan Hazeltine during the pendency of this case, with respect to any matter that has any relationship to this matter. 14. I have read the application ofthe Committee for an order approving the retention of Sullivan Hazeltine as bankruptcy counsel that accompanies this Declaration and, to the best of my knowledge, information and belief, the contents of said application are true and correct. SERVICES TO BE RENDERED 15. Sullivan Hazeltine will render the following services to the Committee in connection with this chapter 11 case: (a) assist and advise the Committee in its discussions with the Debtors and other parties in interest regarding the overall administration of the case; (b) represent the Committee at hearings to be held before this Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assist and advise the Committee in its examination and analysis ofthe conduct of the Debtors' affairs; (d) prepare and review on behalf of the Committee all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; (e) perform all other necessary legal services and provide all other necessary legal advice to the Committee in connection with these chapter 11 cases. 16. Sidley and Sullivan Hazeltine have discussed a division of responsibilities regarding the Committee's representation in the Chapter 11 cases and will make every effort to avoid and/or minimize duplication of services. 5 PROFESSIONAL COMPENSATION 17. Subject to the approval of this Court and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and Orders of this Court, Sullivan Hazeltine intends to apply for compensation for professional services rendered in this case and reimbursement of actual, necessary expenses and costs incurred by the Firm on the Committee's behalf. 18. Sullivan Hazeltine will charge its customary hourly rates in effect from time to time, which are consistent with the rates charged by Sullivan Hazeltine in bankruptcy and non- bankruptcy matters of this type. These hourly rates are subject to periodic adjustment to reflect economic and other conditions. In addition, it is the Firm's policy to charge its clients in all areas of practice for expenses incurred in connection with the client's matters. The expenses charged to clients include, among other things, photocopying, witness fees, travel expenses, filing and recording fees, and postage, express mail and messenger charges. The Firm will charge the Committee for these expenses in a manner and at rates consistent with charges made generally to the Firm's other clients and consistent with the Rules, Procedures and Orders of the Court. 19. The specific attorneys and legal assistants who may provide services on behalf of the Committee and their current hourly rates are: William D. Sullivan William A. Hazeltine Elihu E. Allinson, III Seth S. Brostoff Heidi M. Coleman Member Member Member Associate Paralegal $425 $360 $325 $250 $150 20. Sullivan Hazeltine further states, pursuant to Bankruptcy Rule 2016(b), that it has not shared, nor agreed to share (a) any compensation it may receive with another party or person, 6 other than with the members, counsel and associates of Sullivan Hazeltine, or (b) any compensation another person or party has received or may receive. 21. Pursuant to Local Rule 2016-2, Sullivan Hazeltine agrees to and will comply with the requirements contained in any fee guidelines promulgated by the Bankruptcy Court. Signed this 1 ih day of July, 2012 at Wilmington, Delaware. Member Sullivan Hazeltine Allinson LLC 7 Exhibit B In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, INC., et al., 1 ) Chapter 11 ) ) Case No. 12-11564 (CSS) ) Debtors. ) (Jointly Administered) ) ) Related Docket No. ) -- ORDER PURSUANT TO SECTION 327(a) AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012 Upon the Application 2 ofthe Committee, for entry of an order pursuant to Sections 327(a) and 1107(a) of Title 11 ofthe United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), authorizing the Committee to employ and retain the law firm of Sullivan Hazeltine Allinson LLC ("Sullivan Hazeltine" or the "Firm") as their co-counsel nunc pro tunc to June 19, 2012; and upon the accompanying Declaration ofWilliam A. Hazeltine in support of the Application (the "Hazeltine Declaration"); and the Court being satisfied based on the representations made in the Application and the Hazeltine Declaration that the members and employees of Sullivan Hazeltine who will be engaged in these cases represent no interest adverse to the Committee with respect to the matters upon which they are to be engaged, that Sullivan 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. (58-190 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. (58-1904628); 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 headqumters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Application. Hazeltine is a "disinterested person" as that term is defined under Sections 101 (14) and 11 07 (b) of the Bankruptcy Code; and the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2), and (c) notice of the Motion was due and proper under the circumstances; and it appearing that the relief requested in the Motion is in the best interests of the Committee; and after due deliberation, and good and sufficient cause appearing therefore, it is hereby ORDERED, ADJUDGED AND DECREED THAT: 1. The Application is GRANTED in all respects. 2. In accordance with section 327(a) ofthe Bankruptcy Code, the Committee is authorized to employ and retain the Sullivan Hazeltine as its co-counsel on the terms set forth in the Application and the Hazeltine Declaration, effective as of June 19, 2012. 3. Sullivan Hazeltine shall be compensated in accordance with the procedures set forth in Sections 330 and 331 of the Bankruptcy Code, applicable Federal Rules ofBankruptcy Procedure and the Local Bankruptcy Rules of this Court, and such procedures as may be fixed by order of this Court. 4. This Court shall retain jurisdiction over any and all issues arising from or related to the implementation and interpretation of this Order. Dated: , 2012 ------ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE 2
CERTIFICATION OF SERVICE I, William A. Hazeltine, do hereby certify I am not less than 18 years of age and that on this 17 th day of July 2012, I caused a copy of the within Application for Entry of an Order Authorizing the Employment and Retention of Sullivan Hazeltine Allinson LLC as Local Counsel for the Official Committee of Unsecured Creditors nunc pro tunc to June 19, 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. July 17, 2012 Date William A. Hazeltine /s/ William A. Hazeltine
Alaskan Pension Fund Attn: Elaine Lewis 520 East 34th A venue Ste. 107 Anchorage, AK 99503 Avenue Capital Group Attn: Heather Kaiser 535 Madison Ave, 15th Floor New York, NY 10022 Bank of America Attn: Kathleen Ross SVP, Senior Client Manager 135 South Lasalle Street Chicago, IL 60603 Blackrock fka R3capital Attn: Carly Wilson 55 East 52nd Street New York, NY 10055 Central States Pension Fund Attn: Robert A. Coco Attn: Brad R. Berliner Central States Law Dept. 93 77 West Higgins Rd. Rosemont, IL 60018-493 8 Alcentral, Inc Attn: Legal Department 10877 Willshire Blvd Suite 1550 Los Angeles, CA 90024 A VL Loan Funding, Inc. Attn: Terry Conner-Graham 540 West Madison Street, Suite 1900-3N Chicago, IL 60661 Black Diamond Capital Management LLC Attn: Richard Ehrlich 1 Sound Shore Drive, Suite 200 Greenwich, CT 06830 Cedarview Capital Management LP Attn: Irving Bodner One Penn Plaza, 45th Floor New York, NY 10119 Central States Pension Fund Attn: Lili Riley 5503 North Cumberland Road Chicago, IL 60656 Chart is Attn:: Steve Y ockel/Trevor Gallagher 175 Water St, 28th Floor New York, NY 10038 Credit-Suisse Attn: Micheal Chaisanguanthum Attn: Jill Guerrido/James Potesky Attn: Michelle Wagner 1 Madison A venue, 9th Floor New York, NY 10010 Dallas County c/o Linebarger Goggan Blair & Sampson, LLP Attn: Elizabeth Weller 2323 Bryan Street, Ste 1600 Dallas, TX 75201 Delaware State Treasury Attn: Chip Flowers 820 Silver Lake Blvd., Suite 100 Dover, DE 19904 DRP- IBACH Enterprises, LLC 12900 Haggerty Road Belleville, MI 48111 Credit Capital Investments Attn: Legal Department 51 JFK Parkway, Third Floor Short Hills, NJ 07078 CSX Transportation, Inc. Attn: Kim Bongiavonni, Asst. General Counsel 500 Water Street, 15th Floor Jacksonville, FL 32202 Delaware Secretary Of State Division Of Corporations Franchise Tax Division P.O. Box 898 Dover, DE 19903 Division OfUnemployment Ins. Department Of Labor 4425 N. Market Street Wilmington, DE 19802 Drum Special Situation Partners III LP Attn: Joseph Russick 107 Elm Street, 1Oth Floor Stamford, CT 06902 Durham Asset Management LLC Attn: Legal Department 680 Fifth A venue, 22nd Floor New York, NY 10019 Florida Self-Insurers Guaranty Assoc. Inc. c/o Williams Gautier Gwynn DeLoach & Sorenson, P .A. Attn: James E. Sorenson PO Box 4128 Tallahassee, FL 32315-4128 Ford Motor Company c/o Miller Canfield Attn: Stephen S. LaPlante, Esq. 150 West Jefferson, Suite 2500 Detroit, MI 48226-4415 Ford Motor Company/Claims Body & Assembly Attn: Sharon Ziolkowski PO Box 674061 Detroit, MI 48267-4061 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 Fidelity National Bank Attn: Herb McCoy Decatur Branch Manager 160 Clairemont Ave Decatur, GA 30030 Ford Motor Company c/o Miller Canfield Attn: Jose J. Bartolomei, Esq. 1 01 N. Main Street, 7th Floor Ann Arbor, MI 48104 Ford Motor Company c/o Connolly Bove Lodge & Hutz LLP Attn: Karen C. Bifferato, Esq. The Nemours Building 1007 North Orange Street, P.O. Box 2207 Wilmington, DE 19899 General Motors Holdings LLC, General Motors LLC & General Motors of Canada LLC Attn: Scott McMillan 1 00 Renaissance Center, 16th Floor M/C 482-AI6-C76 Detroit, MI 48265 GM Of Canada LTD- ALZS Attn: Lawrie Williams 1908 Colonel Same Drive Attn: Cashier 007-002 Oshawa, ON LIH8P7 CANADA GSO Capital Partners, LLC Attn: Legal Department 345 Park A venue, 34th Floor New York, NY 10154 IBM Global Services Attn: Matt Cannon, Project Exec. c/o Allied Systems Holdings 2302 Parklake Dr. Atlanta, GA 30345 JP Morgan Chase Attn: Jessica Strange, Client Service Officer 10410 Highland Manor Drive Floor 3, FL3-3317 Tampa, FL 33610 Latham & Watkins LLP PO Box 894256 Los Angeles, CA 90189-4256 Latham & Watkins LLP Attn: Sara E. Barr, Esq. 233 South Wacker Drive, Suite 5800 Chicago, IL 60606 Honigman Miller Schwartz and Cohn LLP Attn: Daniel W. Linna Jr., Esq. Attn: Lawrence J. Murphy, Esq. 2290 First National Building 660 Woodward A venue Detroit, MI 48226-3506 Internal Revenue Service PO Box 7346 Philadelphia, P A 191 01-7346 Landis Rath & Cobb LLP Attn: Adam G. Landis, Esq. Attn: Kerri K. Mumford, Esq. 919 Market Street, Suite 1800 Wilmington, DE 19899 Latham & Watkins LLP Attn: Robert A. Klyman, Esq. Attn: Glen B. Collyer, Esq. Attn: Gregory 0. Lunt, Esq. 355 South Grand Avenue Los Angeles, CA 90071-1560 Latham & Watkins LLP Attn: Melinda C. Franek 855 Third Avenue New York, NY 1 0022 Linebarger Goggan Blair & Sampson, LLP Attn: Elizabeth Weller 2323 Bryan Street, Ste 1600 Dallas, TX 75201 McDonnell Loan Opportunity Ltd. Attn: Kathleen Zarn 1515 West 22nd Street, 11th Floor Oak Brook, IL 60523 MJX Asset Management Attn: Fred Taylor 12 East 49th Street, 29th Floor New York, NY 10017 National Union Fire Insurance Company Of Pittsburgh, P A Attn: Legal Dept. PO BOX 35656 Newark, NJ 07193-5656 New York City Dept. of Finance Attn: Legal Department 66 John Street, Room 104 New York, NY 10038 McDonnell Investment Management LLC Attn: Christian Champ 1515 W. 22nd Street, 12th Floor Oak Brook, IL 60523 Michelin Tire N .A./ Atlanta Attn: Viola Lane PO Box 1 00860 Atlanta, GA 30384-0860 Monarch Alternative Capital LP Attn: Patrick Bartels 535 Madison Avenue New York, NY 1 0022 New England Teamsters Pension Fund Attn: Charles Langone 1 Wall Street Burlington, MA 01803-4768 New York City Economic Development Corporation Attn: Rita Dumain, Esq. c/o Michael A. Cardozo Corporation Counsel ofthe City ofNew York 1 00 Church Street New York, NY 10007 Ore Hill Partners LLC Attn: Johannes L Homan 452 Fifth A venue, 25th Floor New York, NY 10018 PPI Northlake LLC 165 Township Line Rd., Suite 1500 Jenkintown, P A 19046 Schulte Roth & Zabel LLP Attn: Adam C. Harris/Robert J. Ward Attn: Victoria A. Lepore/David M. Hillman 919 Third A venue New York, NY 10022 Secretary of the Treasury Department of the Treasury 1500 Pennsylvania A venue, NW Washington, DC 20220 Securities & Exchange Commission New York Regional Office Attn: GeorgeS. Canellos, Regional Director 3 World Financial Center, Suite 400 New York, NY 10281-1022 PBGC- Janesville Pensions Pension Benefit Guaranty Corporation (PBGC) Attn: Frank A. Anderson Office of Chief Counsel 1200 K Street N.W. Washington, DC 20005-4026 Royal & Sunalliance Insurance Canada Attn: Nelia Labarda 1 0 Wellington St. East Toronto, ON M5E 1 L5 CANADA Scotia Bank Attn: Homaira Rahimi Attn: Rhonda Fairley 20 Queen Street West, 4th floor Toronto, ON M5H 3R3 CANADA Securities & Exchange Commission 1 00 F Street, NE Washington, DC 20549 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 State Of Delaware Division OfRevenue Carvel State Office Building 820 North French Street Wilmington, DE 1980 The Bank ofNew York Mellon Attn: Melinda Valentine 600 East Las Colinas, Suite #1300 Irving, TX 75039 The CIT Group/Business Credit, Inc. c/o Fried, Frank, Harris, Shriver & Jacobson LLP Attn: Gary L. Kaplan/ Carl I. Stapen One New York Plaza New York, NY 1 0004 The Yucaipa Companies Attn: Derex Walker 9130 West Sunset Boulevard Los Angeles, CA 90069 Stanfield Capital Partners Attn: Legal Department 430 Park Avenue, 12th floor New York, NY 10022 Stone Tower Capital, LLC Attn: Michael Novoseller/Legal Depmiment 9 W. 57th St., 37th Floor New York, NY 10019 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 Northern Trust Company of Canada Attn: Kimi Young, 2nd VP, Client relationship Mgr. 145 King St. West, Suite 191 0 Toronto, ON M5H 1J8 CANADA Tokio Marine Nichido Fire Insurance Attn: Timothy J. Doonan 105 Adelaide St. West, 3rd Fl. Toronto, ON M5H1P9 CANADA Toyota Motor Sales Inc. (Claims) Attn: Mike Nelson Attn: Ana Jose 19001 S. Western Ave. PS11 Torrance, CA 90509-2722 United States Trustee Attn: David L. Buchbinder J. Caleb Boggs Federal Building Suite 2207 Wilmington, DE 19801 Yenor Capital Management LP Attn: Michael Scott 7 Times Square, Suite 3505 New York, NY 10036 Yucaipa American Alliance (Parallel) Fund I, LP Yucaipa American Alliance Fund I, LP Attn: Robert Bermingham 9130 W. Sunset Blvd. Los Angeles, CA 90069 U.S. Attorney's Office PO Box 2046 1201 Market St., Ste. 1100 Wilmington, DE 19899-2046 United States Trustee 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE 19899-0035 Young Conaway Stargatt & Taylor Attn: Michael R. Nestor Rodney Square 1000 North King Street Wilmington, DE 19801