IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtor.

Hearing Date: August 28, 2012 at 11:00 a.m. Objection Deadline: July 31, 2012 at 4:00 p.m.

Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

APPLICATION FOR AN ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SIDLEY AUSTIN LLP AS CO-COUNSEL NUNC PRO TUNC TO JUNE 19, 2012 The duly-appointed Official Committee of Unsecured Creditors (the Committee) of the above-captioned, jointly-administered chapter 11 cases respectfully requests (the Application) that this Court enter an order, substantially in the form attached hereto as Exhibit B, pursuant to sections 328(a) and 1103 of title 11 of the United States Code (the Bankruptcy Code) and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) authorizing the Committee to retain and employ the law firm of Sidley Austin LLP (Sidley) as co-counsel for the Committee, nunc pro tunc to June 19, 2012 (the Retention Date). In support of this Application, the Committee submits the Declaration of Matthew A. Clemente (the Clemente

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 (581944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). 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.

NY1 8375231v.1

Declaration), attached hereto as Exhibit A. In further support of this Application, the Committee respectfully represents as follows: STATUS OF THE CASE AND JURISDICTION 1. On May 17, 2012, involuntary petitions were filed against Allied Systems

Holdings, Inc. (Allied Holdings) and its subsidiary, Allied Systems, Ltd. (L.P.) ("Allied Systems"), under Chapter 11 of the Bankruptcy Code in this Bankruptcy Court (the "Court"). On June 10, 2012 (the "Commencement Date"), a number of affiliated entities of Allied Holdings and Allied Systems filed voluntary petitions in this Court and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed against them (each a Debtor and collectively the Debtors). The "Petition Date" of each such Debtor is the date that the involuntary petition or voluntary petition was filed by or against such Debtor (collectively the Chapter 11 Cases). 2. The Debtors have continued in possession of their respective properties

and have continued to operate and maintain their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. On June 19, 2012, the United States Trustee (the U.S. Trustee)

appointed the Committee as an official committee to represent the interests of unsecured creditors of the Debtors pursuant to section 1102 of the Bankruptcy Code. The members of the Committee are (i) Pension Benefit Guaranty Corporation, (ii) Central States, Southeast & Southwest Areas Pension Fund, (iii) Teamsters National Automobile Transporters Industry Negotiating Committee, and (iv) General Motors LLC. 4. At a meeting held on the Retention Date, the Committee voted to retain

Sidley as its co-counsel. Accordingly, this Application is made by the Committee for an order,

pursuant to sections 328 and 1103 of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing the Committee to retain Sidley as its co-counsel, effective as of the Retention Date. Jurisdiction and Venue 5. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). Venue of these proceedings is proper in this district pursuant to 28 U.S.C. 1408 and 1409. Relief Requested 6. This Application is made by the Committee for an order, substantially in

the form attached hereto as Exhibit B and pursuant to sections 328 and 1103 of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing it to retain and employ Sidley as its co-counsel, effective as of the Retention Date. Basis for Relief Requested 7. The Committee has selected Sidley to serve as co-counsel to the

Committee and to perform all of the services necessary and desirable to the conduct of these Chapter 11 Cases on behalf of the Committee. The Committee selected Sidley primarily because Sidleys Corporate Restructuring and Bankruptcy Department has extensive experience in the fields of bankruptcy and creditors' rights and, in particular, has represented official and ad hoc creditor committees in a number of large and complex chapter 11 reorganization cases of recent years, including Ryan International Airlines, Inc., Blockbuster Inc., Nextmedia Group Inc., and Penson Worldwide, Inc. Additionally, Sidley has extensive experience in complex chapter 11 bankruptcies with significant cross-border components, including representations of debtors in this district that include Smurfit-Stone Container Corporation, Federal-Mogul Corporation, Neenah Enterprises, Tribune Company, R.H. Donnelley, Meridian Worldwide, Inc., Hilex Poly

Co. LLC, and Merisant Worldwide. Furthermore, Sidleys broad-based practice, which includes expertise in the areas of corporate and commercial law, litigation, tax, intellectual property, employee benefits and real estate, will permit it to represent fully the interests of the Committee in an efficient and effective manner. Services to be Rendered 8. Sidley is expected to render such legal services as the Committee may

consider desirable to discharge the Committee's responsibilities and further the interests of the Committee's constituents in these cases. In addition to acting as primary spokesman for the Committee, it is expected that Sidleys services will include, without limitation, assisting, advising and representing the Committee with respect to the following matters: a. The administration of these cases and the exercise of oversight with respect to the Debtors' affairs including all issues in connection with the Debtors, the Committee or these Chapter 11 Cases; b. prepare, on behalf of the Committee, any pleadings, including without limitation, statements, motions, applications, memoranda, adversary complaints, objections or comments in connection with any matter related to the Debtors or these chapter 11 cases; c. advise and assist the Committee with respect to any legislative, regulatory or governmental activities; d. appearances in Court and at statutory meetings of creditors to represent the interests of the Committee; e. the negotiation, formulation, drafting and confirmation of a plan or plans of reorganization and matters related thereto; f. review and analyze motions, applications, orders, statements, operating reports and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee support, join or object thereto, as applicable; g. assist the Committee in its review and analysis of all of the Debtors various agreements;

h. such investigation, if any, as the Committee may desire concerning, among other things, the assets, liabilities, financial condition, sale of any of the Debtors' businesses, and operating issues concerning the Debtors that may be relevant to these Chapter 11 Cases; i. assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, ancillary state court or regulatory litigation related to the Debtors, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; j. investigate and analyze any claims against the Debtors non-debtor affiliates; k. communications with the Committee's constituents and others at the direction of the Committee in furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and l. the performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee. Professional Compensation 9. Sidley has indicated its willingness to serve as co-counsel to the

Committee and to receive compensation and reimbursement in accordance with its standard billing practices for services rendered and expenses incurred on behalf of the Committee, in accordance with the provisions of sections 328, 330 and 331 of the Bankruptcy Code, or as otherwise ordered by the Court. The hourly rates of Sidleys para-professionals and bankruptcy and other professionals expected to render services to the Committee in these chapter 11 cases range from $200 to $825 per hour. Sidleys hourly billing rates are subject to periodic adjustments to reflect economic and other conditions. 10. In addition to the hourly rates set forth above, the Committee is aware that

Sidley customarily charges its clients for all costs and expenses incurred in connection with a clients case. These charges include, among other things, long-distance telephone and telecopier

charges, mail and express mail charges, special or hand delivery charges, document processing charges, filing fees, photocopying charges, color copying charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as non-ordinary overhead expenses such as secretarial overtime. The Committee is aware that Sidley will charge it for these expenses in a manner and at rates consistent with charges made generally to Sidleys other clients and in accordance with the guidelines set forth in the applicable Local Bankruptcy Rules of the United States Bankruptcy Court for the District of Delaware (the Local Rules). 11. In all appropriate circumstances, Sidley will employ the services of

associates and paraprofessionals having lower hourly rates in order to minimize administrative expenses to the estates. 12. Sidley will maintain detailed records of any actual and necessary costs

incurred in connection with the aforementioned legal services. Sidley 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, further orders of this Court and the guidelines established by the Office of the United States Trustee for all services performed and expenses incurred. However, pending such applications, Sidley may request payment of its fees and expenses in accordance with any interim compensation procedures order approved by the Court. 13. The Committee requests that all legal fees and related costs incurred by

the Committee on account of services rendered by Sidley in this Case be paid as administrative expenses of the Debtors estates in accordance with the Bankruptcy Code and applicable orders entered in this Case. Disinterestedness 14. To the best of the Committees knowledge, and except as disclosed in the 6

Clemente Declaration, Sidley does not (a) hold or represent any interest materially adverse to the Debtors or its estates, largest creditors, or equity security holders in connection with the Cases; or (b) represent any other entity in connection with the Cases having an interest materially adverse to the Committee. Furthermore, except as disclosed in the Clemente Declaration, other than in connection with these cases Sidley 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. Sidley may, however, have represented or may currently represent several of the Debtors creditors or parties-in-interest in connection with matters unrelated to these chapter 11 cases. 15. As set forth in the Clemente Declaration, Sidley has no agreement with

any other entity to share any compensation received. Accordingly, Sidley is a disinterested person, as that phrase is defined in section 101(14) of the Bankruptcy Code, and Sidleys employment is in the best interests of the Committee and should be approved. Nunc Pro Tunc Relief 16. The Committee is requesting that this Application be approved nunc pro

tunc to the Retention Date June 19, 2012 the date the Committee selected Sidley as its cocounsel. Here, this Application is being submitted within 21 business days of the Committees appointment. The Committee submits that retroactive approval of Sidleys retention is appropriate under the circumstances because of: (1) the short duration of time between the retention of Sidley and the filing of this Application; and (2) the need for Sidleys services immediately after its retention by the Committee. NOTICE

17.

Pursuant to Bankruptcy Rule 2014(a), notice of a retention application

need only be served on the Office of the U.S. Trustee. See 9 COLLIER ON BANKRUPTCY 2014.02, at 2014-4 (15th ed. rev. 2003) (The [retention] application must be filed with the clerk of the court, and in cases other than those under chapter 9, served upon the United States trustee). Nonetheless, notice of this Application has been sent to (i) counsel for the Debtors, (ii) the U.S. Trustee; (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. NO PRIOR REQUEST 18. court. No prior request for the relief sought herein has been made to this or any other

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

WHEREFORE, the Committee respectfully requests that the Court enter an order (i)

authorizing the Committee, pursuant to sections 328(a) and 1103 ofthe Bankruptcy Code and Bankruptcy Rule 2014, to retain and employ Sidley in accordance with the terms hereof, nunc pro tunc to June 19, 2012; (ii) authorizing the payment and reimbursement of Sidley's fees and disbursements, subject to interim and final allowance thereof in accordance with sections 330 and 331 of the Bankruptcy Code or as otherwise ordered by the Court, (iii) granting such other and further relief as the Court deems just and proper. Dated: July 17, 2012 Respectfully submitted,

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ALLIED SYSTEMS HOLDINGS, INC.,ETAL.

By: Central States, Southeast and Southwest Areas Pension Fund, solely in its capacity as Chair of the Committee no nits divi 1capacity

By:~~~~~~~~~~----- Name. Title: Associate General Counsel

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al., Debtors.
1

) ) ) ) ) ) ) ) )

Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

Objection Deadline: July 31, 2012 at 4:00 p.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 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 Sidley Austin LLP as Co-Counsel for the Official Committee of Unsecured Creditors nunc pro tunc to June 22, 2012 (the Application) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801 and served so as to actually be received by the following: Counsel for the Debtors: Troutman Sanders LLP, Attention: Ezra H. Cohen, Esq., Carolyn Peterson Richter, Esq. and Jeffrey W. Kelley, Esq., Bank of America Plaza, 600 Peachtree Street, Suite 5200, Atlanta, GA 30308-2216 and Richards, Layton & Finger, P.A., Attention: Mark D. Collins, Esq., Christopher M. Samis, Esq., and Marisa A. Terranova, Esq., 920 N. King Street, Wilmington, DE 19899;

The debtors in the above-captioned cases (collectively, the Debtors), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (592876864); 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.

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 July 31, 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, 5th 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 /s/ William A. Hazeltine William A. Hazeltine (No. 3294) 901 N. Market St., 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 Fax: (312) 853-7036 Proposed Counsel for the Official Committee of Unsecured Creditors

EXHIBIT A
Clemente Declaration

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtor. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

DECLARATION OF MATTHEW A. CLEMENTE IN SUPPORT OF APPLICATION FOR AN ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SIDLEY AUSTIN LLP AS CO-COUNSEL, PRO NUNC TUNC TO JUNE 19, 2012 I, Matthew A. Clemente, an attorney, hereby declare under penalty of perjury as follows: 1. I am a partner in the Corporate Reorganization and Bankruptcy Group of

the law firm Sidley Austin LLP (Sidley), located at One South Dearborn Street in Chicago, Illinois 60603. In that capacity, I am authorized to submit this Declaration (the Clemente Declaration or Declaration), pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), in support of the Application for an Order Authorizing the Official Committee of Unsecured Creditors to Retain and Employ Sidley Austin LLP as CoCounsel Nunc Pro Tunc to June 19, 2012 (the Application), filed concurrently with this Declaration and incorporated herein by reference, in the chapter 11 cases of Allied Systems Holdings, Inc., and certain of its affiliates and subsidiaries (collectively, the Debtors).
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 (581944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). 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.

I am an attorney duly licensed and authorized to practice law, and am a

member in good standing in the bar for the State of Illinois, before the U.S. District Courts for the Northern District of Illinois, the Eastern District of Michigan and the U.S. Court of Appeals for the Sixth Circuit. 3. I make this Declaration from information derived from the business

records of Sidley. 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 Sidley based on information that comes to my attention. 4. The Committee has selected Sidley to serve as co-counsel to the

Committee and to perform all of the services necessary and desirable to the conduct of these Chapter 11 Cases on behalf of the Committee. The Committee selected Sidley primarily because Sidleys Corporate Restructuring and Bankruptcy Department has extensive experience in the fields of bankruptcy and creditors' rights and, in particular, has represented official and ad hoc creditor committees in a number of large and complex chapter 11 reorganization cases of recent years, including Ryan International Airlines, Inc., Blockbuster Inc., Nextmedia Group Inc., and Penson Worldwide, Inc. Additionally, Sidley has extensive experience in complex chapter 11 bankruptcies with significant cross-border components, including representations of debtors in this district that include Smurfit-Stone Container Corporation, Federal-Mogul Corporation, Neenah Enterprises, Tribune Company, R.H. Donnelley, Meridian Worldwide, Inc., Hilex Poly Co. LLC, and Merisant Worldwide. Furthermore, Sidleys broad-based practice, which includes expertise in the areas of corporate and commercial law, litigation, tax, intellectual property, employee benefits and real estate, will permit it to represent fully the interests of the Committee

in an efficient and effective manner. 5. Sidley is expected to render such legal services as the Committee may

consider desirable to discharge the Committee's responsibilities and further the interests of the Committee's constituents in these cases. In addition to acting as primary spokesman for the Committee, it is expected that Sidleys services will include, without limitation, assisting, advising and representing the Committee with respect to the following matters: a. The administration of these cases and the exercise of oversight with respect to the Debtors' affairs including all issues in connection with the Debtors, the Committee or these Chapter 11 Cases; b. The preparation on behalf of the Committee of necessary applications, motions, memoranda, orders, reports and other legal papers; c. Appearances in Court and at statutory meetings of creditors to represent the interests of the Committee; d. The negotiation, formulation, drafting and confirmation of a plan or plans of reorganization and matters related thereto; e. Such investigation, if any, as the Committee may desire concerning, among other things, the assets, liabilities, financial condition, sale of any of the Debtors' businesses, and operating issues concerning the Debtors that may be relevant to these Chapter 11 Cases; f. Communications with the Committee's constituents and others at the direction of the Committee in furtherance of its responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and g. The performance of all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Committee. 6. Sidley has indicated its willingness to serve as co-counsel to the

Committee and to receive compensation and reimbursement in accordance with its standard billing practices for services rendered and expenses incurred on behalf of the Committee, in accordance with the provisions of sections 328, 330 and 331 of the Bankruptcy Code, or as otherwise ordered by the Court. The hourly rates of Sidleys para-professionals and bankruptcy 4

and other professionals expected to render services to the Committee in these chapter 11 cases range from $200 to $825 per hour. Sidleys hourly billing rates are subject to periodic adjustments to reflect economic and other conditions. 7. In addition to the hourly rates set forth above, the Committee is aware that

Sidley customarily charges its clients for all costs and expenses incurred in connection with a clients case. These charges include, among other things, long-distance telephone and telecopier charges, mail and express mail charges, special or hand delivery charges, document processing charges, filing fees, photocopying charges, color copying charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as non-ordinary overhead expenses such as secretarial overtime. The Committee is aware that Sidley will charge it for these expenses in a manner and at rates consistent with charges made generally to Sidleys other clients and in accordance with the guidelines set forth in the applicable Local Bankruptcy Rules of the United States Bankruptcy Court for the District of Delaware (the Local Rules). 8. In all appropriate circumstances, Sidley will employ the services of

associates and paraprofessionals having lower hourly rates in order to minimize administrative expenses to the estates. 9. Sidley will maintain detailed records of any actual and necessary costs

incurred in connection with the aforementioned legal services. Sidley 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, further orders of this Court and the guidelines established by the Office of the United States Trustee for all services performed and expenses incurred. However, pending such applications, Sidley may request payment of its fees and expenses in accordance with any interim compensation procedures order approved by the

Court. 10. Neither I, Sidley, nor any partner or associate 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 its estates, largest creditors, or equity security holders in connection with the Cases; or (b) represent any other entity in connection with the Cases having an interest materially adverse to the Committee. Further, insofar as I have been able to ascertain, other than in connection with these cases, Sidley 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 Sidley is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code. 11. In reaching this conclusion, my staff has searched Sidleys computerized

conflicts database for each of the following entities:

a. b.

the Debtors; the Debtors first and second lien secured creditors and agent banks the forty largest unsecured creditors of the Debtors; major customers of the Debtors; the utility providers of the Debtors; the terminal landlords of the Debtors; the relevant pension funds; the unions representing employees of the Debtors; the holders of 5% or greater of the Debtor entities common stock; the members of the Debtor entities Boards of Directors 6

c. d. e. f. g. h. i.

j.

and executive officers;

k. l.

each of the Debtors proposed bankruptcy professionals; and the professionals retained or proposed to be retained by certain parties of interest.

12.

Attached hereto as Exhibit 1 is a list of all persons and entities that were

reviewed for potential connections with Sidley. The chart set forth in Exhibit 2 hereto summarizes the results of the foregoing searches; specifically, the chart set forth in Exhibit 2 identifies current and former representations by Sidley of the persons and entities identified on Exhibit 1. As set forth in greater detail in Exhibit 2, and subject to any explanations and/or exceptions contained therein, Sidley does not hold or represent any interest adverse to the Debtors estates or the Committee in connection with the Cases. In addition, Sidley (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, Sidley is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code. 13. To the best of my knowledge and information, Sidley 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 Bankruptcy Court) beyond those set forth in Exhibit 2, other than normal professional connections that Sidley has developed as a result of its representations of various parties-ininterest in unrelated matters before the Bankruptcy Court. 7

14.

From time to time, Sidley 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 this case. 15. In light of the extensive number of creditors and other parties in interest in

these chapter 11 cases, and because definitive lists of all such creditors and other parties in interest have not yet been prepared, neither I nor Sidley are able conclusively to identify all relationships or potential relationships with all creditors or other parties in interest in the Debtors chapter 11 cases. To the extent that I become aware of any additional relationships that may be relevant to Sidleys representation of the Committee, I will promptly file a supplemental declaration with this Court after this inquiry is completed. 16. Sidley 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. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

I state hereby under penalty of perjury, pursuant to 28 U.S.C. 1746, that the foregoing is true and correct to the best of my knowledge, information and belief. Dated: Chicago, Illinois July 17, 2012 By:_/s/ Matthew A. Clemente________________ Matthew A. Clemente

Exhibit 1 Current Clients Debtor Entities Allied Systems Holdings, Inc. Allied Automotive Group, Inc. Allied Systems, Ltd. (L.P.) Allied Systems (Canada) Company QAT, Inc. RMX LLC 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) Avenue CLO Fund, Ltd. (Avenue Capital Group) Avenue CLO IV, Ltd. Avenue CLO V, Ltd. Avenue 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 Yucaipa American Alliance (Parallel) Fund I LP Drum Special Situation Partners III LP McDonnell Loan Opportunity Ltd. Spectrum Investment Partners LP Bank of New York Mellon Unsecured Creditors Central States, Southeast & Southwest Areas Pension Fund* Central States, Southeast & Southwest Areas Health & Welfare Fund IBM Corpoation CSX Transportation Ford Motor corp. (claims) Royal & Sunalliance Insurance Canada Michelin Tire, N.A. /Atlanta National Union Fire Insurance Tokio Marine & Nichido Fire Insurance (claims) Manufacturers Life Insurance Co. Waterloo Apple Industrial Development Corp. Ministre du Revenu Toyota Motors Sales, Inc. (claims) Chartis Yec, Inc. DRP-Ibach Enterprises, LLC GM of Canada LTD CANG PricewaterhouseCoopers, LLC ADP, Inc. Ryan Receiver General Ontario Grant Thornton LLP Comdata Network, Inc. Workers Compensation Board Calgary Sambur Limited Chrysler LLC ALZS Chrysler AUHL CA PPI Northlake LLC Cintas/ National Rental Michelin North America/ Canada Chartis Insurance Co. of Canada Chrysler LLC 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 Kia Canada Nissan Canada Glovis, Inc. Mitsubishi Canada Mazda Canada Wilhelmsen Logistics Promax (Major Customers - Axis Group) Ally Financial Chrysler Hertz Enterprise Avis Manheim, Inc. Adessa Unions International Brotherhood of Teamsters (Teamsters National Automobile Transporters Industry Negotiating Committee*) Canadian Auto Workers Union Pension Funds Central States, Southeast & Southwest Areas Pension Fund Central States, Southeast & Southwest Areas Health & Welfare Fund Western Conference of Teamsters Pension Trust Fund Western Conference of Teamsters Supplemental Benefit Fund Southern States Savings and Retirement Fund Freight Drivers Local Union No 557 Health & Welfare Fund Freight Drivers Local Union No. 557 Pension Fund Automobile Transporter Welfare Fund of New York 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 Yucaipa American Alliance Fund I, LP Yucaipa American Alliance (Parallel) Fund I LP Member of Debtor Entities Boards of Directors Derex Walker Brian Cullen Mark Gendregske Ira Tochner Jeff Pelletier Executive Officers Mark J Gendregske Scott D. Macaulay John F. Blount Robert Ferrell Keith Rentzel Liability and Property Insurers (U.S.) Arch Specialty Insurance Co. Axis Insurance Co. Chartis Excess Limited Chartis Insurance Co. Commerce & Industry Insurance Co. Continental Casualty (CAN) Federal Insurance Company (Chubb) Hartford Fire Insurance Co. Illinois National Insurance Co. Illinois Union Insurance Co (ACE) Interstate Fire & Casualty Lexington Insurance Company National Union Fire Insurance Company New Hampshire Insurance Company XL Specialty Insurance Co. Liability and Property Insurers (Canada) 13

AIG Environmental Insurance Company of Canada ARCH Insurance Co. Chartis Insurance Co. of Canada Royal and SunAlliance Insurance Company of Canada Depositary Banks JPMorgan Chase Bank Bank of America Fidelity National Bank The Bank of Nova Scotia Letter of Credit Banks (Secured) Wells Fargo Bank Fidelity National Bank Terminal landlords Pasha Services Rivjo, LLC R.L.R. Investments, L.L.C. Equipment Services of Jacksonville, Inc. Taft-Vineland Properties, Inc. Southern Region Industrial Realty, Inc. Alabama Great Southern LLC PPI Northlake, LLC Fred Lemon & Associates, Inc. Billy & Pamela Pridemore Norfolk Southern Railway Company The Alabama Great Southern Railroad Company Union Pacific Railroad Company CSX Transportation, Inc. 6317 Macaw Court LLC Regus Illinois Central Railroad Company WV Properties, LLC BNSF Manheim Remarketing, Inc. d/b/a Manheim NY Metro Skyline Joseph B. Marzolf Norfolk Southern Railway Company Oster Modification Center, LLC 687781 Alberta Limited Canadian National Railway Company Eco-Industrial Business Park, Inc. Southern Railway of British Columbia Limited Canadian Pacific Limited Sambur Limited John Ziner Lumber Limited 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 Klauder 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 of New 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. DTE Energy City of Dearborn (MI) EPCOR United REMC 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 Jackson EMC Gwinnett County Public Utilities Memphis Light Gas & Water HILCO Hill County Electric Cooperative Energie NB Power City of Moncton (NB) Entergy New Orleans FPL SaskEnergy Shelbyville Municipal Water Kentucky Utilities Atmos Energy Tampa Electric Co. Union Rural Electric Cooperative Inc. Columbia Gas (OH) Corporation of Delta FortisNC (Terasen Gas) Superior Propane Inc. BC Hydro NSTAR Town of Ashland (MA) Enwin Utilities 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. Centurylink Frontier Telephone Avaya, Inc. Bell Aliant Bell Canada Bell Mobility Bell Motor Express, Inc. Kleinschmidt, Inc. Roger Wireless, Inc. ANX Ebusiness Paetec GXS

18

Exhibit 2 - CONFLICTS SEARCH SUMMARY1 (i) Representations by Sidley of the Debtor entities: Active Unrelated Representations None (ii) None Representations by Sidley of clients involving the Debtors Inactive or Former Unrelated Representations

Sidley served as counsel in the formation and offering of the entity named Drum Special Situation Partners III, L.P. (Drum) and has also served as counsel to Drum in connection with its acquisition of portfolio investments from third parties, including the portfolio that included Drums second lien position in Allied. Since the acquisition, Sidley has not provided further representation to Drum in connection with the Allied position. Note, however, that Sidley has continued to represent Drum in certain other matters. See infra (iv)(4). (iii) Representations by Sidley of the Debtors first lien agent and the first lien secured lenders: Active Unrelated Representations 1. CIT Group i. Sidley represents CIT Group and certain of its affiliates on matters unrelated to the Debtors. 2. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) i. None 3. Yucaipa American Alliance (Parallel) Fund I LP i. None 4. Black Diamond CLO 2005-1 Ltd. (Black Diamond Capital Management) i. Sidley represents Black Diamond Capital Management and certain of its affiliates on matters unrelated to the Debtors. 5. BDCM Opportunity Fund, II, LP i. Sidley represents affiliates of this entity including BDCM Offshore Fund II Ltd. and BDCM Partners
1

Inactive or Former Unrelated Representations 1. CIT Group i. Sidley has formerly represented CIT Group and certain of its affiliates on matters unrelated to the Debtors; 2. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) Sidley has formerly represented Yucaipa Companies, LLC and Yucaipa Global Partnership Fund LLP in matters unrelated to the Debtors, but has not represented the entity named Yucaipa American Alliance Fund I, LP. 3. Yucaipa American Alliance (Parallel) Fund I LP i. Sidley has formerly i.

The information included in this Exhibit reflects Sidleys active and former representations during the five (5) year period preceding the Petition Datein certain situations, a former representation beyond five (5) years which did not contain a clear closed date has been included on this Exhibit for the sake of completeness.

19

I, L.P. on matters unrelated to the Debtors, but does not currently represent the entity named BDCM Opportunity Fund, II L.P. 6. Avenue CLO Fund, Ltd. (Avenue Capital Group) and other affiliated funds i. Sidley represents Avenue Capital Group and certain of its affiliates on matters unrelated to the Debtors, but does not represent the entity named Avenue CLO Fund, Ltd. 7. Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund) i. Sidley represents Del Mar Asset Management L.P. on a matter unrelated to the Debtors, but does not represent the entities called Del Mar Master Fund, Ltd. or Del Mar Distressed Opportunities Master Fund.

4.

5. 6.

7.

represented Yucaipa Companies, LLC and Yucaipa Global Partnership Fund LLP in matters unrelated to the Debtors, but has not represented the entity named Yucaipa American Alliance (Parallel) Fund I LP. Black Diamond CLO 2005-1 Ltd. (Black Diamond Capital Management) i. Sidley has formerly represented Black Diamond Capital Management and certain of its affiliates on matters unrelated to the Debtors. BDCM Opportunity Fund, II, LP i. NONE Avenue CLO Fund, Ltd. (Avenue Capital Group) and affiliated funds. i. Sidley formerly represented Avenue Capital Group and certain of its affiliates on matters unrelated to the Debtors. Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund) i. NONE

(iv)

Representations by Sidley of the Debtors second lien agent and the second lien secured lenders: Active Unrelated Representations 1. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) i. None see supra (iii)(2). 2. Yucaipa American Alliance (Parallel) Fund I LP i. None see supra (iii)(3). 3. Bank of New York Mellon i. Sidley represents Bank of New York Mellon and certain of its affiliates on matters unrelated to 20 Inactive or Former Unrelated Representations 1. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) (see supra (iii)(2)) 2. Yucaipa American Alliance (Parallel) Fund I LP (see supra (iii)(3).) 3. Bank of New York Mellon i. Sidley has formerly represented Bank of New York Mellon and certain of its affiliates on matters unrelated

the Debtors. 4. Drum Special Situation Partners III LP i. Sidley represents Drum Special Situation Partners III LP and Drum Capital Management in matters unrelated to the Debtors.

to the Debtors. 4. Drum Special Situation Partners III LP i. Sidley has formerly represented Drum Special Situation Partners III, L.P. and Drum Capital Management in matters unrelated to the Debtors.

(v)

Representations by Sidley of the Debtors major unsecured creditors: Active Unrelated Representations 1. IBM Corporation i. None 2. CSX Transportation i. Sidley represents CSX Transportation and certain of its affiliates on matters unrelated to the Debtors. 3. Ford Motor Corp. (claims) i. Sidley represents Ford Motor Corp. and certain of its affiliates on matters unrelated to the Debtors. 4. Royal & SunAlliance Insurance Canada i. Sidley represents certain affiliates of Royal & SunAlliance Insurance Canada on matters unrelated to the Debtors, but does not represent the entity named Royal & SunAlliance Insurance Canada. 5. Michelin Tire, N.A. /Atlanta i. Sidley represents Michelin Tire and certain of its affiliates on matters unrelated to the Debtors. 6. National Union Fire Insurance i. Sidley represents National Union Fire Insurance and certain of its affiliates on matters unrelated to the Debtors. 7. Tokio Marine & Nichido Fire Insurance (claims) 21 1. Inactive or Former Unrelated Representations IBM Corporation i. Sidley has formerly represented IBM Corporation and certain of its affiliates in matters unrelated to the Debtors. CSX Transportation i. Sidley has formerly represented CSX Transportation and certain of its affiliates on matters unrelated to the Debtors. Ford Motor Corp. (claims) i. Sidley has formerly represented Ford Motor Credit Corporation in matters unrelated to the Debtors. Royal & SunAlliance Insurance Canada i. Sidley has formerly represented affiliates of Royal & SunAlliance Insurance Canada on matters unrelated to the Debtors, but has not represented the entity named Royal & SunAlliance Insurance Canada. Michelin Tire, N.A. /Atlanta i. None National Union Fire Insurance i. Sidley has formerly

2.

3.

4.

5. 6.

Sidley represents Tokio Marine & Nichido Fire Insurance and certain of its affiliates on matters unrelated to the Debtors. 8. Manufacturers Life Insurance Co. Waterloo i. None 9. Toyota Motors Sales, Inc. (claims) i. Sidley represents Toyota Motors Sales USA Inc. and certain of its affiliates on matters unrelated to the Debtors. 10. Chartis i. Sidley represents Chartis, Inc. and certain of its affiliates on matters unrelated to the Debtors. 11. General Motors of Canada, LTD CANG i. Sidley represents General Motors Corp. and certain of its affiliates in matters unrelated to the Debtors, but does not currently represent the entity named General Motors of Canada LTD CANG. 12. PricewaterhouseCoopers, LLC i. Sidley represents PricewaterhouseCoopers, LLC in matters unrelated to the Debtors. 13. ADP, Inc. i. Sidley represents ADP, Inc. in matters unrelated to the Debtors. 14. Grant Thornton LLP i. Sidley represents Grant Thornton LLP in matters unrelated to the Debtors. 15. Chrysler LLC ALZS i. Sidley represents Daimler Chrysler AG and certain of its affiliates in matters unrelated to the Debtors, but does not represent the entity Chrysler LLC ALZS. 16. Chrysler AUHL CA i. Sidley represents Daimler Chrysler AG and certain of its 22

i.

represented National Union Fire Insurance and certain of its affiliates on matters unrelated to the Debtors. 7. Tokio Marine & Nichido Fire Insurance (claims) i. Sidley has formerly represented Tokio Marine & Nichido Fire Insurance and certain of its affiliates on matters unrelated to the Debtors. 8. Manufacturers Life Insurance Co. Waterloo i. Sidley has formerly represented Manufacturers Life Insurance Co. and certain of its affiliates on matters unrelated to the Debtors. 9. Toyota Motors Sales, Inc. (claims) i. Sidley has formerly represented Toyota Motors Sales USA Inc. and certain of its affiliates on matters unrelated to the Debtors. 10. Chartis i. Sidley has formerly represented Chartis, Inc. and certain of its affiliates on matters unrelated to the Debtors. 11. GM of Canada LTD CANG i. Sidley has formerly represented General Motors Corp. and certain of its affiliates in matters unrelated to the Debtors, but has not represented the entity named General Motors of Canada LTD CANG. 12. PricewaterhouseCoopers, LLC i. Sidley has formerly represented PricewaterhouseCoopers, LLC in matters unrelated to the Debtors.

affiliates in matters unrelated to the Debtors, but does not represent the entity named Chrysler LLC ALZS. 17. Cintas/ National Rental i. None. 18. Michelin North America/ Canada i. Sidley represents Michelin Tire and certain of its affiliates on matters unrelated to the Debtors, but does not represent the entity named Michelin North America/ Canada. 19. Chartis Insurance Co. of Canada i. Sidley represents Chartis, Inc. and certain of its affiliates on matters unrelated to the Debtors, but does not represent the entity named Chartis Insurance Co. of Canada. 20. Chrysler LLC AUHL US i. Sidley represents Daimler Chrysler AG and certain of its affiliates in matters unrelated to the Debtors, but does not represent the entity named Chrysler LLC AUHL US. 21. Hyundai Auto Canada [sic] i. Sidley represents Hyundai Translead and certain other potential affiliates in matters unrelated to the Debtors, but does not represent the entity named Hyundai Auto Canada. 22. Central States, Southeast & Southwest Areas Pension Fund i. Sidley represents Central States Pension Fund in matters unrelated to the Debtors.

13. ADP, Inc. i. Sidley has formerly represented ADP, Inc. in matters unrelated to the Debtors. 14. Grant Thornton LLP i. Sidley has formerly represented Grant Thornton LLP in matters unrelated to the Debtors. 15. Chrysler LLC ALZS i. Sidley has formerly represented Daimler Chrysler AG and certain of its affiliates in matters unrelated to the Debtors, but has not represented the entity Chrysler LLC ALZS. 16. Chrysler AUHL CA i. Sidley has formerly represented Daimler Chrysler AG and certain of its affiliates in matters unrelated to the Debtors, but has not represented the entity named Chrysler AUHL CA. 17. Cintas/ National Rental i. Sidley has formerly represented Cintas Corporation and certain board members of same in matters unrelated to the Debtors. 18. Michelin North America/ Canada i. Sidley has formerly represented Michelin Tire and certain of its affiliates on matters unrelated to the Debtors, but has not represented the entity named Michelin North America/ Canada. 19. Chartis Insurance Co. of Canada i. Sidley has formerly represented Chartis, Inc. and certain of its affiliates on matters unrelated to the

23

Debtors, but has not represented the entity named Chartis Insurance Co. of Canada. 20. Chrysler LLC AUHL US i. Sidley has formerly represented Daimler Chrysler AG and certain of its affiliates in matters unrelated to the Debtors, but has not represented the entity named Chrysler LLC AUHL US. 21. Hyundai Auto Canada [sic] i. Sidley has formerly represented Hyundai Translead and certain of its affiliates in matters unrelated to the Debtors, but has not represented the entity named Hyundai Auto Canada. 22. Central States, Southeast & Southwest Areas Pension Fund ii. Sidley has formerly represented Central States Pension Fund in matters unrelated to the Debtors. Active Adverse Representations 23. Central States, Southeast & Southwest Areas Pension Fund i. Sidley has current adverse representations to the Central States, Southeast & Southwest Areas Pension Fund in securities litigation matters unrelated to the Debtors. 24. Central States, Southeast & Southwest Areas Health & Welfare Fund ii. Sidley has current adverse representations to the Central States, Southeast & Southwest Areas Health & Welfare Fund in matters unrelated to the Debtors. 25. IBM Corporation iii. Sidley has current adverse 24 Inactive or Former Adverse Representations 23. Central States, Southeast & Southwest Areas Pension Fund i. Sidley has formerly had representations adverse to the Central States, Southeast & Southwest Areas Pension Fund in matters unrelated to the Debtors. 24. Central States, Southeast & Southwest Areas Health & Welfare Fund ii. Sidley has formerly had representations adverse to the Central States, Southeast & Southwest Areas Health & Welfare Fund in matters unrelated to the Debtors. 25. IBM Corporation

representations to the IBM Corporation in matters unrelated to the Debtors.

i.

Sidley has formerly had representations adverse to the IBM Corporation in matters unrelated to the Debtors.

(vi)

Representations by Sidley of parties adverse to Allied in litigation: Active Unrelated Representations 1. General Motors Corp.(see supra, (v)(11)) 2. Jack Cooper Transport Co., Inc. i. Sidley represents Jack Cooper Transport Co., Inc. in matters unrelated to the Debtors. Inactive or Former Unrelated Representations 1. General Motors Corp. (see supra, (v)(11)) 2. Jack Cooper Transport Co., Inc. i. None

(vii)

Representations by Sidley of significant shareholders of the Debtors: Active Unrelated Representations Inactive or Former Unrelated Representations 1. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) (see supra (iii)(2)) 2. Yucaipa American Alliance (Parallel) Fund I LP (see supra (iii)(3))

1. Yucaipa American Alliance Fund I, LP (CVY Holdings LLC) i. None see supra (iii)(2) 2. Yucaipa American Alliance (Parallel) Fund I LP i. None see supra (iii)(3).

(viii) Representations by Sidley of the directors and officers of the Debtors: Active Unrelated Representations None (ix) None Representations by Sidley of major customers of the Debtors: Active Unrelated Representations Major Customers (Automotive Group U.S.) 1. Ford Motor Corporation (see supra (v)(3)) 2. Mitsubishi Fuso i. Sidley represents several entities 25 Inactive or Former Unrelated Representations Major Customers (Automotive Group U.S.) 1. Ford Motor Corporation (see supra (v)(3)) 2. Mitsubishi Fuso i. Sidley has represented several Inactive or Former Unrelated Representations

with a Mitsubishi in their name that may be affiliated with Mitsubishi Fuso, but does not currently represent the entity named Mitsubishi Fuso. 3. UPS Autologistics i. None. 4. United Parcel Service i. None. 5. Isuzu Transport, Inc. [sic] i. Sidley represents Isuzu Motor Acceptance Corporation in matters unrelated to the Debtors, but does not represent Isuzu Transport, Inc.

different Mitsubishi entities that may have been affiliated with Mitsubishi Fuso, but has not represented Mitsubishi Fuso. 3. UPS Autologistics i. Sidley has formerly represented the United Parcel Service (UPS) in a matter unrelated to the Debtors, but has not represented the entity named UPS Autologistics. 4. United Parcel Service i. Sidley has formerly represented the United Parcel Service (UPS) in a matter unrelated to the Debtors. 5. Isuzu Transport, Inc. [sic] i. Sidley has formerly represented Isuzu Finance of America, Inc. in a matter unrelated to the Debtors, but has not represented Isuzu Transport, Inc. Major Customers (Automotive Group Canada) 6. Hyundai Canada [sic] (see supra (v)(19)) 7. Kia Canada i. Sidley has formerly represented Kia Motors America, Inc. in matters unrelated to the Debtors, but has not represented the entity named Kia Canada. 8. Nissan Canada i. Sidley has formerly represented Nissan Motor Company Ltd. in patent matters unrelated to the Debtors, but does not represent Nissan Canada. (Major Customers - Axis Group)

Major Customers (Automotive Group Canada) 6. Hyundai Canada [sic] (see supra (v)(19)) 7. Kia Canada i. None 8. Nissan Canada ii. None

(Major Customers - Axis Group) 26

9. Ally Financial a. Sidley represents Ally Financial and certain affiliates in matters unrelated to the Debtors. 10. Chrysler (see supra (v)(15),(16)) 11. Hertz a. Sidley represents Hertz in a matter unrelated to the Debtors. 12. Enterprise a. Sidley represents Enterprise in a matter unrelated to the Debtors. 13. Avis a. Sidley represents Avis in a matter unrelated to the Debtors.

9. Ally Financial i. Sidley has formerly represented Ally Financial and certain affiliates in matters unrelated to the Debtors. 10. Chrysler (see supra (v)(15),(16)) 11. Hertz i. None 12. Enterprise ii. None 13. Avis iii. None

(x)

Representations by Sidley of legal and financial professionals retained or to be retained by the Debtors: Active Unrelated Representations Inactive or Former Unrelated Representations Allied Accountants and Financial Advisors 1. PriceWaterhouse Coopers (tax services) (see supra (v)(12)) 2. Grant Thornton (auditing and accounting) (see supra (v)(14)) 3. Rothschild Inc. (Financial Advisors) i. Sidley has formerly represented certain potentially affiliated entities of Rothschild Inc. in matters unrelated to the Debtors, but has not represented the entity named Rothschild Inc.

Allied Accountants and Financial Advisors 1. PriceWaterhouse Coopers (tax services) (see supra (v)(12)) 2. Grant Thornton (auditing and accounting) (see supra (v)(14)) 3. Rothschild Inc. (Financial Advisors) i. Sidley represents Banque Prive Edmond de Rothschild Europe and N M Rothschild & Sons Limited in matters unrelated to the Debtors, but does not represent the entity named Rothschild Inc.

(xi)

Representations by Sidley of professionals retained or to be retained by Parties in Interest: Inactive or Former Adverse Unrelated Representations 1. Latham & Watkins i. Sidley has had adverse representations to Latham & 27

Active Adverse Unrelated Representations 1. Latham & Watkins i. Sidley has active adverse representations to Latham &

Watkins unrelated to the Debtors. (xii)

Watkins unrelated to the Debtors.

Representations by Sidley of Unions Representing the Employees of the Debtors: Active Adverse Representations Inactive or Former Adverse Representations 2. International Brotherhood of Teamsters i. Sidley has had adverse representations to the International Brotherhood of Teamsters or local branches thereof, unrelated to the Debtors.

1. International Brotherhood of Teamsters i. Sidley has adverse representations to the International Brotherhood of Teamsters or local branches thereof, unrelated to the Debtors.

(xiii) Representations by Sidley of Depository and Letter of Credit Banks: Active Unrelated Representations Depositary Banks 1. JPMorgan Chase Bank i. Sidley represents JPMorgan Chase Bank and certain of its affiliates in matters unrelated to the Debtors. 2. Bank of America i. Sidley represents Bank of America and certain of its affiliates in matters unrelated to the Debtors. 3. The Bank of Nova Scotia i. Sidley represents The Bank of Nova Scotia on matters unrelated to the Debtors. Inactive or Former Unrelated Representations Depositary Banks 1. JPMorgan Chase Bank i. Sidley has formerly represented JPMorgan Chase Bank and certain of its affiliates in matters unrelated to the Debtors. 2. Bank of America i. Sidley has formerly represented Bank of America and certain of its affiliates in matters unrelated to the Debtors. 3. The Bank of Nova Scotia i. Sidley has formerly represented The Bank of Nova Scotia on matters unrelated to the Debtors. Letter of Credit Banks (Secured) 4. Wells Fargo Bank i. Sidley has formerly represented Wells Fargo Bank and certain of its affiliates in matters unrelated to the Debtors. 28

Letter of Credit Banks (Secured) 4. Wells Fargo Bank i. Sidley represents Wells Fargo Bank and certain of its affiliates in matters unrelated to the Debtors.

(xiv)

Representations by Sidley of Liability and Property Insurers in the United States of the Debtors: Active Unrelated Representations Inactive or Former Unrelated Representations Sidley also has former representations with certain of the Debtors U.S. insurers, as listed below, though none of the representations were related to the Debtors: 1. Axis Specialty Insurance Co. (affiliate of Axis Insurance Co.) 2. Continental Casualty (CAN) and certain of its affiliates 3. Federal Insurance Company and affiliates, including Chubb Corporation. 4. Hartford Fire Insurance Co. 5. Illinois Union Insurance Co (ACE) and affiliates 6. Interstate Fire & Casualty and affiliates 7. Affiliates of XL Specialty Insurance Co.

Sidley represents certain of the Debtors U.S. insurers or their affiliates, as listed below, though none of the representations are related to the Debtors: 1. Arch Insurance Company (Europe) Limited (affiliate of Arch Specialty Insurance Co.) 2. Chartis Excess Limited, and Chartis Insurance Co. and their affiliates, including Chartis Inc. and AIG. 3. Commerce & Industry Insurance Co. and certain of its affiliates, including AIG. 4. Continental Casualty (CAN) and affiliates. 5. Federal Insurance Company and affiliates, including Chubb Corporation. 6. Hartford Fire Insurance Co. and affiliates. 7. Illinois National Insurance Co. and affiliates, including AIG. 8. Illinois Union Insurance Co (ACE)(Sidley represents a number of ACE affiliated entities, though not currently Illinois Union Insurance Co.) 9. Interstate Fire & Casualty and affiliates 10. Lexington Insurance Company and certain of its affiliates, including AIG. 11. National Union Fire Insurance Company and certain of its affiliates, including AIG and Chartis, Inc. 12. New Hampshire Insurance Company and certain of its affiliates, including AIG. 13. Affiliates of XL Specialty Insurance Co.

Active adverse unrelated representations 29

Former or inactive adverse unrelated

None

representations 8. Arch Specialty Insurance Co. i. Sidley formerly had a representation adverse to Arch Specialty Insurance Co., in a matter unrelated to the Debtors. Representations by Sidley of Liability and Property insurers in Canada of the Debtors: Active Unrelated Representations Inactive or Former Unrelated Representations Liability and Property Insurers (Canada) 1. AIG Environmental Insurance Company of Canada: i. Sidley has represented a number of affiliates of AIG in matters unrelated to the Debtors, though not the entity named AIG Environmental Insurance Company of Canada 2. ARCH Insurance Co. (see supra (xiv)) 3. Chartis Insurance Co. of Canada: i. Sidley has formerly represented Chartis affiliated entities in matters unrelated to the Debtors, but not the entity named Chartis Insurance Co. of Canada. 4. Royal and SunAlliance Insurance Company of Canada (see supra (v)(4))

(xv)

Liability and Property Insurers (Canada) 1. AIG Environmental Insurance Company of Canada: i. Sidley represents a number of affiliates of AIG in matters unrelated to the Debtors, though not the entity named AIG Environmental Insurance Company of Canada 2. ARCH Insurance Co. (see supra (xiv)) 3. Chartis Insurance Co. of Canada: i. Sidley represents Chartis affiliated entities in matters unrelated to the Debtors, but not the entity named Chartis Insurance Co. of Canada 4. Royal and SunAlliance Insurance Company of Canada (see supra (v)(4))

Representations by Sidley of terminal landlords of the Debtors. Active Unrelated Representations Inactive or Former Unrelated Representations Sidley represents certain of the terminal Sidley has formerly represented certain of the landlords of the Debtors, listed below, in terminal landlords of the Debtors, listed matters unrelated to the Debtors. below, in matters unrelated to the Debtors. (xvi) 1. Norfolk Southern Railway Company and certain of its affiliates 2. Union Pacific Railroad Company and 30 1. CSX Transportation, Inc. and certain of its affiliates 2. Canadian Pacific Limited & Canadian

certain of its affiliates 3. CSX Transportation, Inc. and certain of its affiliates 4. Regus (Sidley client: Regus Group Limited) 5. Illinois Central Railroad Company 6. BNSF (Sidley client: Burlington North Santa Fe Railroad Co.) 7. Norfolk Southern Railway Company 8. Canadian National Railway Company 9. Canadian Pacific Railway Company & Canadian Pacific Limited 10. Grand Trunk Western Railroad Company 11. The New York Susquehanna and Western Railway Corporation

Pacific Railway Company 3. Wallenius 4. The New York Susquehanna and Western Railway Corporation

(xvii) Representations by Sidley of utility providers to the Debtors: Active Unrelated Representations Sidley represents certain of the utility providers to the Debtors, listed below, in matters unrelated to the Debtors. 1. 2. 3. 4. 5. National Fuel Cal-Portisan Hydro Quebec SCE&G Xcel Energy Northern States Power Comp. 6. Entergy New Orleans 7. FPL 8. Duke Energy 9. Progress Energy 10. La Petroliere (Imperial Oil Petroliere Imperiale) 11. Dominion Virginia Power 12. AT&T 13. Sprint 14. Verizon 15. Frontier Telephone 16. Avaya, Inc. Active Adverse Unrelated Representations 31 Inactive or Former Unrelated Representations Sidley has formerly represented certain of the utility providers of the Debtors, listed below, in matters unrelated to the Debtors. 1. Kansas City Power & Light (several former representations) 2. Duke Energy 3. Progress Energy 4. Puget Sound Energy 5. Columbia Gas (OH) (represented banks in connection with financing) 6. Xcel Energy Northern States Power Comp. 7. DTE Energy

Inactive or Former Adverse Unrelated

1. Centurylink i. Sidley represents a client whose interest could become adverse to CenturyLink in a matter unrelated to the Debtors. 2. EPCOR i. Sidley represents a client whose interests could become adverse to a subsidiary of EPCOR in a matter unrelated to the Debtors.

1.

2.

3.

4.

5.

6.

7.

8.

9. 32

Representations Granite Telecommunications i. Sidley formerly had a representation adverse to Granite Telecommunications in a matter unrelated to the Debtors. Frontier Telephone Company i. Sidley formerly had a representation adverse to Frontier Telephone company in a matter unrelated to the Debtors. Bell Mobility i. Sidley formerly had a representation adverse to Bell Mobility in a matter unrelated to the Debtors. Paetec Communications i. Sidley formerly had representations adverse to Paetec Communications in matters unrelated to the Debtors. UnionGas i. Sidley formerly had a representation that was adverse to UnionGas, in a matter unrelated to the Debtors. Manitoba Hydro i. Sidley formerly had a representation that was adverse to Manitoba Hydro, in a matter unrelated to the Debtors. NSTAR i. Sidley formerly had a representation that was adverse to NSTAR, in a matter unrelated to the Debtors. Northern Indiana Pub. Serv. Co. i. Sidley formerly had a representation adverse to Northern Indiana Pub. Serv. Co., though in a matter unrelated to the Debtors. Georgia Power

i.

Sidley formerly had an representation adverse to Georgia Power, though in a matter unrelated to the Debtors.

(xviii) Representations by Sidley of the Pension Funds involved in the Debtors cases: Active Unrelated Representations and Adverse Representations 1. Central States, Southeast & Southwest Areas Pension Fund (see supra (v)(22), (23)) 2. Central States, Southeast & Southwest Areas Health & Welfare Fund (see supra 24) (xix) Inactive or Former Unrelated Representations and Adverse Representations 1. Central States, Southeast & Southwest Areas Pension Fund (see supra (v)(22), (23)) 2. Central States, Southeast & Southwest Areas Health & Welfare Fund (see supra 24)

Representations by Sidley of the judges of the United States Bankruptcy Court for the District of Delaware: Active Unrelated Representations Inactive or Former Unrelated Representations None Representations by Sidley of attorneys employed by the Office of the United States Trustee for Region 3, Wilmington, Delaware: Active Unrelated Representations Inactive or Former Unrelated Representations None

None (xx)

None

33

EXHIBITB
Proposed Order

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et a/., 1 Debtor. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF SIDLEY AUSTIN LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 19, 2012 Upon consideration of the Application (the "Application") 2 of the Official Committee of Unsecured Creditors (the "Committee") ofthe above captioned debtors and debtors in possession (collectively, the "Debtors") seeking to retain Sidley Austin LLP ("Sidley") as co-counsel in this proceeding, effective as of June 19,2012, and upon consideration of the Clemente Declaration in support of the Application; the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, that venue is proper in this district pursuant to 28 U.S.C. 1409, that this is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that the terms and conditions of Sidley's employment are reasonable as required by the applicable provisions of the Bankruptcy Code; and it appearing that Sidley represents no interest adverse to the Committee and/or the Debtors in matters with respect to which Sidley is to be employed; and it appearing that Sidley is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code; and it further appearing that the relief

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 (900 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. (382918187); Cord in Transpot1 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); Transpot1 Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location ofthe Debtors' corporate headquat1ers and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. Capitalized terms not otherwise defined shall have the meanings ascribed to such terms in the Application.

requested in the Application is in the best interests of the Debtors, their estates and creditors; and notice of the Application being sufficient; and after due deliberation and sufficient cause appearing therefor;
IT IS HEREBY ORDERED THAT:

1. 19,2012. 2.

The Application is GRANTED as set forth herein, nunc pro tunc to June

Pursuant to section 327(a) of the Bankruptcy Code, the employment and

retention of Sidley as co-counsel to the Committee in these Chapter 11 Cases is hereby approved,
nunc pro tunc to June 19, 2012, on the terms and conditions set forth in the Application and in

the Clemente Declaration. 3. Sidley shall be compensated in accordance with the procedures set forth in

the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules for the District of Delaware, and any other applicable orders of this Court. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. This Court shall retain jurisdiction with respect to all matters arising or

related to the implementation of this Order.

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE Dated:

- - - - - - ' 2012

CERTIFICATION OF SERVICE

I, William A. Hazeltine, do hereby cetiify I am not less than 18 years of age and that on this 1i
11

day of July 2012, I caused a copy of the within Application for Entry of an Order

Authorizing the Employment and Retention of Sidley Austin LLP as Co-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 Is/ William A. Hazeltine William A. Hazeltine

Alaskan Pension Fund Attn: Elaine Lewis 520 East 34th A venue Ste. 107 Anchorage, AK 99503

Alcentral, Inc Attn: Legal Department 10877 Willshire Blvd Suite 1550 Los Angeles, CA 90024

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

A VL 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 I 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 States Pension Fund Attn: Robert A. Coco Attn: Brad R. Berliner Central States Law Dept. 9377 West Higgins Rd. Rosemont, IL 60018-493 8

Central States Pension Fund Attn: Lili Riley 5503 North Cumberland Road Chicago, IL 60656

Chartis Attn:: Steve Yockel/Trevor Gallagher 175 Water St, 28th Floor New York, NY 10038

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

CSX Transportation, Inc. Attn: Kim Bongiavonni, Asst. General Counsel 500 Water Street, 15th Floor Jacksonville, FL 32202

Dallas County c/o Linebarger Goggan Blair & Sampson, LLP Attn: Elizabeth Weller 2323 Bryan Street, Ste 1600 Dallas, TX 75201

Delaware Secretary Of State Division Of Corporations Franchise Tax Division P.O. 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 Wilmington, DE 19802

DRP- IBACH Enterprises, LLC 12900 Haggerty Road Belleville, MI 48111

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 Avenue, 22nd Floor New York, NY 10019

Fidelity National Bank 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: StephenS. 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 .0. Box 2207 Wilmington, DE 19899

Ford Motor Company/Claims Body & Assembly Attn: Sharon Ziolkowski PO Box 674061 Detroit, MI 48267-4061

General Motors Holdings LLC, General Motors LLC & General Motors of Canada LLC Attn: Scott McMillan 100 Renaissance Center, 16th Floor M/C 482-AI6-C76 Detroit, MI 48265

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

GM Of Canada LTD- ALZS Attn: Lawrie Williams 1908 Colonel Same Drive Attn: Cashier 007-002 Oshawa, ON L 1H8P7 CANADA

GSO Capital Partners, LLC Attn: Legal Department 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 A venue Detroit, MI 48226-3506

IBM Global Services Attn: Matt Cannon, Project Exec. c/o Allied Systems Holdings 2302 Parklake Dr. Atlanta, GA 30345

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

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 Wilmington, DE 19899

Latham & Watkins LLP PO Box 894256 Los Angeles, CA 90 189-4256

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: Sara E. Barr, Esq. 233 South Wacker Drive, Suite 5800 Chicago, IL 60606

Latham & Watkins LLP Attn: Melinda C. Franek 855 Third Avenue New York, NY 10022

Linebarger Goggan Blair & Sampson, LLP Attn: Elizabeth Weller 2323 Bryan Street, Ste 1600 Dallas, TX 75201

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, I1 th Floor Oak Brook, IL 60523

Michelin Tire N .A./Atlanta Attn: Viola Lane PO Box I 00860 Atlanta, GA 30384-0860

MJX Asset Management Attn: Fred Taylor I2 East 49th Street, 29th Floor New York, NY IOOI7

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

National Union Fire Insurance Company Of Pittsburgh, PA Attn: Legal Dept. PO BOX 35656 Newark, NJ 07I93-5656

New England Teamsters Pension Fund Attn: Charles Langone I Wall Street Burlington, MA 01803-4 768

New York City Dept. of Finance Attn: Legal Department 66 John Street, Room 104 New York, NY I0038

New York City Economic Development Corporation Attn: Rita Dumain, Esq. c/o Michael A. Cardozo Corporation Counsel ofthe City ofNew York I 00 Church Street New York, NY 10007

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

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

PPI Northlake LLC 165 Township Line Rd., Suite 1500 Jenkintown, PA 19046

Royal & Sunalliance Insurance Canada Attn: Nelia Labarda 10 Wellington St. East Toronto, ON MSE 1L5 CANADA

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 A venue, NW Washington, DC 20220

Securities & Exchange Commission 100 F Street, NE Washington, DC 20549

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

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 Attn: Legal Department 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

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

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

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 Northern Trust Company of Canada Attn: Kimi Young, 2nd VP, Client relationship Mgr. 145 King St. West, Suite 1910 Toronto, ON MSH 118 CANADA

The Yucaipa Companies Attn: Derex Walker 9130 West Sunset Boulevard Los Angeles, CA 90069

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

U.S. Attorney's Office PO Box 2046 1201 Market St., Ste. 1100 Wilmington, DE 19899-2046

United States Trustee Attn: David L. Buchbinder J. Caleb Boggs Federal Building Suite 2207 Wilmington, DE 19801

United States Trustee 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE 19899-0035

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

Young Conaway Stargatt & Taylor Attn: Michael R. Nestor Rodney Square 1000 North King Street Wilmington, DE 19801

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