10000000397

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

Hearing Date: September 28, 2012 at 11:00 a.m. (EDT) Obj. Deadline: September 17, 2012 at 4:00 p.m. (EDT)
APPLICATION FOR AN ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP NUNC PRO TUNC TO JUNE 10, 2012 FOR THE PURPOSE OF PROVIDING DEBTORS WITH TAX COMPLIANCE SERVICES, AND REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 The above captioned debtors and debtors-in-possession (the Debtors) hereby submit this application (the Application) for entry of an order, substantially in the form attached hereto as Exhibit A (the Order), authorizing the Debtors to retain and employ PricewaterhouseCoopers LLP (PwC) for the purposes of providing Tax Compliance Services (as defined below) to the Debtors, nunc pro tunc to June 10, 2012.2 Additionally, the Debtors request a waiver of the information requirements of Local Rule 2016-2, as more fully set forth below. In support of this Application, the Debtors rely upon the declaration of Joe W.
Reinkemeyer, a copy of which is attached hereto as Exhibit B (the Reinkemeyer Declaration). In further support of this application, the Debtors submit as follows:
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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); 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. (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 The Debtors initially moved to retain PwC as an Ordinary Course Professional pursuant to the Order Authorizing Employment and Retention of Professionals Used in Ordinary Course of Business Nunc Pro Tunc to June 10, 2012 [D.I. 216] (the OCP Order). At the request of the Office of the United States Trustee, the Debtors will withdraw the request to retain PwC pursuant to the OCP Order and instead request to retain PwC pursuant to this Application.
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Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and
157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper in this District pursuant to 28 U.S.C. 1408 and 1409. 2. The statutory and legal predicates for the relief requested herein are sections
327(a) and 328(a) of title 11 of the United States Code (the Bankruptcy Code), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2014-1 and 2016-2 Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules). Background 3. On May 17, 2012, involuntary petitions (the 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 remaining Debtors filed voluntary petitions (the Voluntary Petitions) in this Court and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed against them. On June 11, 2012, the Court entered its Order for Relief in Involuntary Cases [Docket No. 88] (the Order for Relief). The Petition Date of such Debtor is the date that such Involuntary Petition or Voluntary Petition was filed by or against such Debtor. The chapter 11 cases commenced thereby are, collectively, the Chapter 11 Cases. 4. The Debtors are authorized to operate their businesses as debtors-in-possession
pursuant to 1107 and 1108 of the Bankruptcy Code. On June 20, 2012, the Office of the
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United States Trustee (the U.S. Trustee) appointed the Official Committee of Unsecured Creditors (the Committee). 5. Additional information about the Debtors businesses, the events leading up to the
Petition Date, and the facts and circumstances surrounding the Debtors and these Chapter 11 Cases can be found in the Declaration of Scott D. Macaulay in Support of Chapter 11 Petitions and First Day Motions, which is incorporated herein by reference. Relief Requested 6. By this Application, the Debtors seek entry of an order authorizing the
employment and retention of PwC, nunc pro tunc to June 10, 2012, for the purpose of providing Tax Compliance Services, pursuant to Sections 327(a) and 328 and 1107 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1, in accordance with the terms and conditions of the engagement letter dated January 24, 2012 and titled Allied Systems Holdings, Inc. and Subsidiaries Tax Compliance for the year ended December 31, 2011, attached hereto as Exhibit C (the Engagement Letter). Basis for Relief 7. The Debtors have reviewed the qualifications and experience of PwCs personnel
and believe that such personnel have considerable experience in advising debtors with respect to federal, state, and local tax compliance services. PwC is a leading full-service, accounting, consulting, and financial services firm with over 75 offices and over 30,000 employees in the United States. PwC is the United States-based affiliate of a global network of separate and independent member firms that operate locally in countries around the world. PwC has been employed in numerous cases under the Bankruptcy Code, including the chapter 11 cases of AbitibiBowater, Inc., Aleris International, Inc., American Home Mortgage Holdings, Inc., Appleseeds Intermediate Holdings LLC, Autobacs Strauss, Inc., Building Materials Holding -3RLF1 6702027v.2
Corp., Buffets Restaurants Holdings, Inc., Cadence Innovation, LLC, Chef Solutions Holdings, LLC, Coach Am Group Holdings Corp., Constar International, Inc., Filenes Basement, Inc., Foamex International Inc., Graceway Pharmaceuticals, LLC, Harry & David Holdings, Inc., HUB Holding Corp., Local Insight Media Holdings, Inc., Midland Food Services, LLC, Muzak Holdings LLC, Nassau Broadcasting Partners, L.P., NewPage Corporation, OTC Holdings Corporation, Orleans Homebuilders, Inc., Sea Containers Ltd., Smurfit-Stone Container Corp., SP Newsprint Holdings LLC, Townsends, Inc., Tribune Co., Trico Marine Services, Inc., Trident Microsystems, Inc., Urban Brands, Inc., Visteon Corp., and Washington Mutual, Inc. PwCs depth of experience and breadth of service capabilities render it particularly well qualified and able to provide services to the Debtors during these Chapter 11 Cases. 8. The Debtors have selected PwC, subject to the Courts approval, to provide tax The Debtors require the
compliance services in connection with these Chapter 11 Cases.
services of an experienced professional and one that is familiar with the Debtors businesses and operations and the chapter 11 process. As explained above, on January 24, 2012, the Debtors engaged PwC to provide the Tax Compliance Services. However, PwC has performed tax compliance services, for the Debtors, since 2011, and is therefore acquainted with the Debtors operations, debt structure, creditors, and related matters. In providing such services to the Debtors over the past two years, PwCs professionals have worked closely with the Debtors management and other professionals. Accordingly, PwC has developed significant relevant experience regarding the Debtors that will assist PwC in providing effective and efficient services in these Chapter 11 Cases.
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Services to Be Provided Tax Compliance Services 9. Pursuant to the terms of the Engagement Letter, PwC will provide the following
tax compliance services, subject to approval of this Application (the Tax Compliance Services):3 Preparation of U.S. Corporation Income Tax Return, Form 1120, for the tax year beginning January 1, 2011 through December 31, 2011; Preparation of required state corporate income tax returns for the tax year beginning January 1, 2011, through December 31, 2011, estimates and extensions as requested by Allied Holdings and listed in Exhibit I to the Engagement Letter; and Completion of Schedule UTP, if applicable.
PwC may also provide additional services (the Additional Services, and together with the Tax Compliance Services, the Services) not specifically set forth in the Engagement Letter, including (i) providing advice, answers to questions, and/or opinions on tax planning or reporting matters, including research, discussions, preparation of memoranda, and attendance at meetings relating to such matters, as mutually determined to be necessary and (ii) providing advice and/or assistance with respect to matters involving the Internal Revenue Service or other tax authorities on an as-needed or as-requested basis. Disinterestedness of Professionals 10. In connection with the preparation of this Application, PwCs professionals
conducted a review of PwCs professional contacts with the Debtors, their affiliates, and certain entities holding claims against the Debtors that were reasonably known to PwC. PwCs review consisted of queries of an internal computer database containing names of individuals and
To the extent that this summary and the terms of the Engagement Letter are inconsistent, the terms of the Engagement Letter shall control.
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entities that are present or recent former clients of PwC in order to identify potential relationships and contacts. A summary of the parties in interest being researched is reflected in Schedule 1 to the Reinkemeyer Declaration. 11. To the best of the Debtors knowledge, upon information and belief, PwC has no
connection with, and holds no interest adverse to, the Debtors or their estates in the matters on which PwC is proposed to be engaged, except that (i) prior to the commencement of these cases, PwC rendered prepetition services to the Debtors as described above, and (ii) PwC has rendered services, and may continue to render services, to certain of the Debtors creditors or other parties-in-interest in matters wholly unrelated to these Chapter 11 Cases, as specified in the Reinkemeyer Declaration. 12. PwC has further represented to the Debtors that to the best of its knowledge, no
partner, principal, or staff person of PwC has any connection with or holds any interest adverse to the Debtors or their estates, or the Office of the United States Trustee or any person employed in the Office of the United States Trustee, in the matters for which PwC is proposed to be retained, except as disclosed in the Reinkemeyer Declaration. Nor is any partner, principal, or staff person of PwC a relative of or connected with, any judge of the bankruptcy court for this District. Accordingly, the appointment of PwC is not prohibited by Bankruptcy Rule 5002. 13. While PwCs partners and principals may have business associations with certain
of the Debtors creditors or parties-in-interest herein, such associations have no connection to these Chapter 11 Cases. 14. PwC will conduct an ongoing review of its files to ensure that no conflicts or If any new facts or circumstances are
other disqualifying circumstances exist or arise.
discovered, PwC will supplement its disclosure to the Court.
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15.
Accordingly, to the best of the Debtors knowledge, information, and belief, PwC
is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code. Pursuant to section 1107(b) of the Bankruptcy Code, PwCs representation of the Debtors prepetition would not disqualify it from being retained by the Debtors pursuant to section 327(a) of the Bankruptcy Code. 16. PwC was paid fees totaling approximately $244,8234 by the Debtors in the ninety
(90) day period prior to June 10, 2012 in relation to the Services, as is detailed in the Reinkemeyer Declaration. PwC has received no other compensation from the Debtors pursuant to the Engagement Letter. As of the Petition Date, PwC is not owed a prepetition claim by the Debtors for fees for services rendered. 17. The Debtors knowledge, information, and belief regarding certain of the matters
set forth in this Application are based on, and made in reliance upon, the Reinkemeyer Declaration. Compensation and Expenses 18. Bankruptcy Code section 327(a) provides, in relevant part, as follows: [T]he trustee, with the courts approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustees duties under this title. 11 U.S.C. 327(a). 19. Bankruptcy Code section 328(a) provides, in relevant part, as follows: The trustee . . . with the courts approval, may employ or authorize the employment of a professional person under section 327 . . . of
4
These payments represent payments for the 2010 tax compliance services, the 2011 tax provision and tax consulting work related to IRS notices. PwC received $6,732 towards the Services for payment on the 2011 tax extensions filed on behalf of the Debtors.
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this title . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. 328(a). 20. Bankruptcy Rule 2014 provides, in relevant part, as follows: An order approving the employment of attorneys, accountants, appraisers, auctioneers, agents, or other professionals pursuant to 327 . . . of the Code shall be made only on application of the trustee or committee. Fed R. Bankr. P. 2014 21. Pursuant to the terms and conditions of the Engagement Letter, and subject to the
Bankruptcy Courts approval, PwC will seek compensation for the Tax Compliance Services, but excluding the Additional Services, on a fixed fee basis. The fixed fee for such services is estimated to be $188,000 plus $900 for any state tax return not listed on Exhibit I to the Engagement Letter for the 2011 tax year, based on PwCs hourly rates as in effect on the date the Engagement Letter was executed (set forth above). The fixed fee will be billed according to the following schedule5, subject to the interim and final fee application process discussed in paragraph 24 below. Upon signing the Tax Compliance Letter: $45,000 April, 2012: $45,000 June, 2012: $45,000 August, 2012: $45,000 Upon completion of the Tax Compliance Services: $8,000
PwC only received payment of $6,732 prior to the Petition Date to cover the filing of the 2011 extensions. PwC will seek the remainder of the fixed fee within its interim and final fee applications.
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22.
The Additional Services will be billed according to the following hourly rates: Staff Level Partner Managing Director Director Manager Senior Associate Associate Paraprofessional Rate 700 590 430 345 250 175 125
In addition, the Debtors have agreed to reimburse PwC for reasonable and documented expenses incurred in connection with PwCs performance of the Additional Services. Billing and Disclosure 23. All of PwCs fees and expenses in these Chapter 11 Cases relating to the Services
will be subject to approval of the Court upon proper application by PwC in accordance with sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, the Local Rules, any orders of the Court, the fee and expense guidelines established by the United States Trustee, and all other applicable requirements. 24. PwC will file interim and final fee applications for the allowance of compensation
for services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of the Court. PwC will maintain reasonably detailed records of its hourly fees incurred in connection with any Services. It is not the general practice of PwC professionals to keep detailed time records (i.e. six minute increments) similar to those customarily kept by attorneys who are compensated through the Bankruptcy Court. The Debtors request that, pursuant to Local Rule 2016-2(d), PwC be excused from compliance with such requirements and instead be required to deliver only a narrative summary, by project category, of services rendered to the Debtors as exhibits to each fee application that PwC files in these Chapter 11 Cases. In such summary, -9RLF1 6702027v.2
PwC will identify each professional rendering services, the number of hours expended, and the amount of compensation requested. Detailed time records will be provided in half-hour (0.5) increments. 25. Given the nature of the services to be provided by PwC, such billing format and
associated time detail will be sufficient for the Debtors and other parties in interest to make informed judgments regarding the nature and appropriateness of PwCs services and fees. The Debtors submit that recording and submission of detailed time entries for services rendered by PwC in this case is unnecessary and would be unduly burdensome to PwC. Therefore, pursuant to Local Rule 2016-2(g), PwC should be exempt from the detailed information requirements set forth in Local Rule 2016-2(d) and from any similar requirements in the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 215] (the Interim Compensation Order). 26. The PwC professionals providing tax compliance services will consult with
internal PwC bankruptcy retention and billing advisors (the PwC Retention Advisors) to ensure compliance with the requirements of the Bankruptcy Code, as well as decrease the overall fees associated with the administrative aspects of PwCs engagement. The services provided by these PwC Retention Advisors shall include, but are not limited to, assistance with the bankruptcy retention documents; assistance with the disinterestedness disclosures; assistance with completion of the requisite fee applications; and assistance with compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the orders of the Court. Due to the specialized nature of these services, and consistency between bankruptcy venues, specific billing rates have been established for these PwC Retention Advisors.6
The rate per hour for these PwC Retention Advisors by level of experience will be as follows: Partner: $790; Director: $550; Manager: $400; Senior Associate: $290; Associate: $225 and Paraprofessional: $150. These
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27.
In accordance with section 504 of the Bankruptcy Code, there is no agreement or
understanding between PwC and any other entity, other than a member, partner, or regular associate of PwC, for the sharing of compensation received or to be received for services rendered in connection with these proceedings. 28. The Debtors believe that the fees of PwC are fair and reasonable in light of
industry practice, market rates both in and out of chapter 11 cases, PwCs experience in reorganizations, the scope of work to be performed pursuant to PwCs retentions, and PwCs importance to these cases. 29. The Debtors have retained, pursuant to orders of the Court, Troutman Sanders,
LLP (Troutman) and Richards, Layton & Finger, P.A. (RLF), as their general co-counsel bankruptcy counsel, Gowling Lafleur Henderson LLP (Gowling), as their Canadian counsel, and is seeking to retain Rothschild Inc. (Rothschild), as their financial advisor and investment banker, and Rust Consulting/Omni Bankruptcy (Rust/Omni), as claims and noticing agent as well as administrative advisor. The services to be provided by PwC will not be duplicative of those provided by Troutman, RLF, Gowling, Rothschild and/or Rust/Omni, and PwC will coordinate any services performed at the Debtors request with the services of Troutman, RLF, Gowling, Rothschild and/or Rust/Omni and any other financial advisors and counsel, to the extent consistent with PwCs own professional obligations, to avoid duplication of effort. Dispute Resolution, Indemnification and Limitation of Liability Provisions 30. Pursuant to the terms of the Engagement Letter, the Debtors have agreed to (i)
indemnify PwC in connection with any services performed by PwC under the Engagement Letter, (ii) a limitation of liability in favor of PwC, and (iii) certain alternative dispute resolution
rates are subject to periodic adjustments.
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procedures. Notwithstanding the terms of the Engagement Letter, the Debtors indemnification obligations shall be modified as follows: a) Subject to the provisions of subparagraphs (c) and (d) below, the Debtors are authorized to indemnify, and shall indemnify, PwC, in accordance with the Engagement Letter, for any claim arising from, related to, or in connection with their performance of the services described in the Engagement Letter; PwC shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification therefore are approved by the Court; The Debtors shall have no obligation to indemnify PwC, or provide contribution or reimbursement to PwC, for any claim or expense that is either: (a) judicially determined (the determination having become final) to have arisen from PwCs gross negligence or willful misconduct; (b) for a contractual dispute in which the Debtors allege the breach of PwCs contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (c) settled prior to a judicial determination as to the exclusions set forth in clauses (a) and (b) above, but determined by the Court, after notice and a hearing to be a claim or expense for which PwC should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by the Order approving the Application; If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (b) the entry of an order closing these Chapter 11 Cases, PwC believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by the Order), including without limitation the advancement of defense costs, PwC must file an application therefore in this Court, and the Debtors may not pay any such amounts to PwC before the entry of an order by this Court approving the payment. This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify PwC. All parties in interest shall - 12 RLF1 6702027v.2
b)
c)
d)
retain the right to object to any demand by PwC for indemnification, contribution, or reimbursement; and e) There shall be no limitation of liability in favor of PwC. Notice 31. Notice of this Application will be given to: (i) the U.S. Trustee; (ii) counsel for
the agent for the Debtors debtor-in-possession lenders; (iii) counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., Spectrum Investment Partners LP and The CIT Group/Business Credit, Inc., and each other lender under the Debtors first lien credit agreement; (iv) counsel for The Bank of New York Mellon, in its capacity as administrative agent and collateral agent under the Debtors second lien credit agreement, and each lender under the Debtors second lien credit agreement; (v) counsel for the Committee; and (vi) all other persons requesting notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. The Debtors submit that no other or further notice need be provided.
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WHEREFORE, the Debtors respectfully request that the Court enter an order, in substantially the form attached hereto as Exhibit A, granting the requested relief and such other and further relief as the Court deems just and proper. Date: August 29, 2012 /s/ Marisa A. Terranova ______________ Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) TROUTMAN SANDERS LLP Bank of America Plaza 600 Peachtree Street, Suite 5200 Atlanta, Georgia 30308-2216 Telephone No.: (404) 885-3000 Facsimile No.: (404) 885-3900 E-Mail: jeffrey.kelley@troutmansanders.com E-Mail: ezra.cohen@troutmansanders.com Counsel for Debtors
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Hearing Date: September 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: September 17, 2012 at 4:00 p.m. (EDT)
NOTICE OF APPLICATION AND HEARING PLEASE TAKE NOTICE that, on August 30, 2012, the above-captioned debtors (collectively, the Debtors) filed the Application for an Order Authorizing Debtors to Retain and Employ PricewaterhouseCoopers LLP Nunc Pro Tunc to June 10, 2012 for the Purpose of Providing Debtors with Tax Compliance Services, and Request for a Waiver of the Information Requirements of Local Rule 2016-2 (the Application) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before September 17, 2012 at 4:00 p.m. (Eastern Daylight Time). PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,
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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); 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. (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.
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if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801 on September 28, 2012 at 11:00 a.m. (Eastern Daylight Time). IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
2
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Dated: August 30, 2012 Wilmington, Delaware /s/ Marisa A. Terranova Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Andrew C. Irgens (No. 5193) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone No.: (302) 651-7700 Facsimile No.: (302) 651-7701 Email: collins@rlf.com samis@rlf.com irgens@rlf.com terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) Carolyn P. Richter (GA Bar No. 574097) Matthew R. Brooks (GA Bar No. 378018) Benjamin R. Carlsen (GA Bar No. 940614) TROUTMAN SANDERS LLP Bank of America Plaza 600 Peachtree Street, Suite 5200 Atlanta, Georgia 30308-2216 Telephone No.: (404) 885-3000 Facsimile No.: (404) 885-3900 Email: jeffrey.kelley@troutmansanders.com ezra.cohen@troutmansanders.com carolyn.richter@troutmansanders.com matthew.brooks@troutmansanders.com benjamin.carlsen@troutmansanders.com Proposed Counsel for the Debtors
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Exhibit A Proposed Order
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Re: Docket No. _____
ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP NUNC PRO TUNC TO JUNE 10, 2012 FOR THE PURPOSE OF PROVIDING DEBTORS WITH TAX COMPLIANCE SERVICES AND REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 Upon the Application2 of the above captioned debtors and debtors-in-possession (the Debtors) requesting entry of an order (the Order) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1 authorizing the employment and retention of PricewaterhouseCoopers LLP (PwC) to provide tax compliance services to the Debtors nunc pro tunc to June 10, 2012; and upon consideration of the Application and all pleadings related thereto, including the Reinkemeyer Declaration; and the Court finding that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; this matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2); notice of the Application was due and proper under the
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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); 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. (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 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application.
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circumstances; and it appearing that PwC neither holds nor represents any interest adverse to the Debtors or their estates; and it further appearing that PwC is a disinterested person, as that term is defined in section 101(14) of the Bankruptcy Code; and it appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and creditors; and after due deliberation, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Application is granted. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code, the
Debtors are authorized to employ, compensate, and reimburse PwC on the terms set forth in the Application, the Engagement Letter, and this Order, nunc pro tunc to June 10, 2012. 3. PwC shall be compensated in accordance with the procedures set forth in sections
330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, and Local Rules of this Court, and such procedures as may be fixed by order of this Court; provided, however, that PwC may submit time records in a summary format that shall set forth a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors. PwC will submit time records describing the services rendered and the amount of time spent on each date, and shall be authorized to submit time entries in half-hour (.5) increments, in rendering tax consulting services and, therefore, the information requirements of Local Rule 2016-2(d) are hereby modified and waived, to the extent necessary, with respect to PwC. The Debtors are authorized to pay PwCs fees and to reimburse PwC for its costs and expenses as provided in the Engagement Letter, upon approval by the Court of interim and final applications.
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4.
Notwithstanding the terms of the Engagement Letter, the indemnifications
obligations of the Debtors are modified as follows: a) Subject to the provisions of subparagraphs (c) and (d) below, the Debtors are authorized to indemnify, and shall indemnify, PwC, in accordance with the Engagement Letter, for any claim arising from, related to, or in connection with their performance of the services described in the Engagement Letter; PwC shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification therefore are approved by the Court; The Debtors shall have no obligation to indemnify PwC, or provide contribution or reimbursement to PwC, for any claim or expense that is either: (a) judicially determined (the determination having become final) to have arisen from PwCs gross negligence or willful misconduct; (b) for a contractual dispute in which the Debtors allege the breach of PwCs contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (c) settled prior to a judicial determination as to the exclusions set forth in clauses (a) and (b) above, but determined by the Court, after notice and a hearing to be a claim or expense for which PwC should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order; If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (b) the entry of an order closing these Chapter 11 Cases, PwC believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by this Order), including without limitation the advancement of defense costs, PwC must file an application therefore in this Court, and the Debtors may not pay any such amounts to PwC before the entry of an order by this Court approving the payment. This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify PwC. All parties in interest shall
b)
c)
d)
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retain the right to object to any demand by PwC for indemnification, contribution, or reimbursement; and e) 5. There shall be no limitation of liability in favor of PwC.
To the extent this Order is inconsistent with the Engagement Letter, the terms of
this Order shall govern. 6. This Court shall retain jurisdiction with respect to all matters arising from or
related to the implementation of this Order. Dated: September ____, 2012 Wilmington, Delaware ______________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE
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Exhibit B Declaration of Joe W. Reinkemeyer
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DECLARATION OF JOE W. REINKEMEYER IN SUPPORT OF APPLICATION FOR AN ORDER AUTHORIZING THE DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP, NUNC PRO TUNC TO JUNE 10, 2012, FOR THE PURPOSE OF PROVIDING THE DEBTORS WITH TAX COMPLIANCE SERVICES, AND REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), Joe W. Reinkemeyer declares and says: 1. I am a partner at PricewaterhouseCoopers LLP (PwC), an accounting and
financial services firm with offices located at numerous locations around the world. I make this declaration (the Declaration) on behalf of PwC. I submit this Declaration in support of the application (the Application) of the above-captioned debtors and debtors in possession (collectively, the Debtors) for entry of an order authorizing the employment and retention of PwC to provide tax compliance services as described in the Application and as more fully set
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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); 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. (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.
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forth in the Engagement Letter.2 Except as otherwise noted, I have personal knowledge of the matters set forth herein.3 PWCs Professional Qualifications 2. The Debtors have reviewed the qualifications and experience of PwCs personnel
and believe that such personnel have considerable experience in advising debtors with respect to federal, state, and local tax consulting services. PwC is a leading full-service, accounting, consulting, and financial services firm with over 75 offices and over 30,000 employees in the United States. PwC is the United States-based affiliate of a global network of separate and independent member firms that operate locally in countries around the world. PwC has been employed in numerous cases under the Bankruptcy Code, including the chapter 11 cases of AbitibiBowater, Inc., Aleris International, Inc., American Home Mortgage Holdings, Inc., Appleseeds Intermediate Holdings LLC, Autobacs Strauss, Inc., Building Materials Holding Corp., Buffets Restaurants Holdings, Inc., Cadence Innovation, LLC, Chef Solutions Holdings, LLC, Coach Am Group Holdings Corp., Constar International, Inc., Filenes Basement, Inc., Foamex International Inc., Graceway Pharmaceuticals, LLC, Harry & David Holdings, Inc., HUB Holding Corp., Local Insight Media Holdings, Inc., Midland Food Services, LLC, Muzak Holdings LLC, Nassau Broadcasting Partners, L.P., NewPage Corporation, OTC Holdings Corporation, Orleans Homebuilders, Inc., Pemco World Air Services, Inc., Sea Containers Ltd., Smurfit-Stone Container Corp., SP Newsprint Holdings LLC, Townsends, Inc., Tribune Co., Trico Marine Services, Inc., Trident Microsystems, Inc., Urban Brands, Inc., Visteon Corp., and Washington Mutual, Inc. PwCs depth of experience and breadth of service capabilities render it
All capitalized terms not otherwise defined herein are to be given the meanings ascribed to them in the Application. 3 Certain of the disclosures used herein relate to matters within the personal knowledge of other professionals at PwC and are based upon information provided by them.
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particularly well qualified and able to provide services to the Debtors during these Chapter 11 Cases. PwCs Relationship with the Debtors 3. PwC has provided the Debtors with tax consulting and compliance services since
early 2011. During such time, PwC has developed a great deal of institutional knowledge, and an intimate understanding, of the Debtors businesses, finances, operations, systems, and capital structure. Disinterestedness and Eligibility 4. In connection with the preparation of this Declaration, PwCs professionals
conducted a review of its professional contacts with Debtors and their affiliates, subsidiaries, directors or officers, and any of the Debtors significant creditors, customers, equity security holders, professionals, or other entities with significant relationships with the Debtors. Our review, completed under my supervision, consisted of queries of an internal computer database containing names of individuals and entities that are present or recent former clients of PwC in order to identify potential relationships. The parties in interest, obtained from the Debtors and/or their representatives, that PwC searched its database for are provided in Schedule 1 to this Declaration. A summary of the representations that PwC was able to locate as of the date of this Declaration using its reasonable efforts is reflected in Schedule 2 to this Declaration. 5. PwC has provided and likely will continue to provide services unrelated to these
Chapter 11 Cases for many of the entities listed on Schedule 2. Our assistance to these parties has been primarily related to auditing, tax, and/or other consulting and advisory services. 6. Based upon our search results to date, to the best of my knowledge, no services
have been provided to creditors or potential parties in interest that relate to these Chapter 11
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Cases, nor does PwCs involvement with the entities listed on Schedule 2 compromise PwCs ability to continue to provide tax consulting services to the Debtors. 7. Further, as part of its diverse practice, PwC appears in numerous cases,
proceedings, and transactions that involve many different professionals, including attorneys, accountants, and financial consultants, who may represent claimants and parties-in-interest in the Debtors Chapter 11 Cases. Also, PwC has performed in the past, and may perform in the future, audit, tax, and advisory services for various attorneys and law firms, and has been represented by several attorneys and law firms, some of whom may be involved in these proceedings. In addition, PwC has in the past, may currently, and will likely in the future, be working with or against other professionals involved in these cases unrelated to the Debtors and these cases. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these business relationships create interests materially adverse to the Debtors herein, in matters upon which PwC is to be employed, and none are in connection with these cases. 8. PwC received payments of $244,823 within ninety (90) days of June 10, 2012 as
payment for 2010 tax compliance services, the 2011 tax provision services and other tax consulting work in response to various IRS notices received by the Debtors. Additionally, PwC received $6,732 prior to the Petition Date for payment of the extensions associated with the Tax Compliance Services.
Invoice Date 11/10/2011 01/11/2012 02/09/2012 02/09/2012 02/20/2012 03/05/2012 Project Description 2010 Tax Compliance 2010 Tax Compliance 2010 Tax Compliance 2011 Tax Provision 2011 Tax Provision 2011 Tax Provision Invoice Amount $ $ $ $ $ $ 14,884 13,885 24,644 35,000 35,000 25,000 Payment Date 03/23/2012 04/03/2012 04/03/2012 04/23/2012 06/01/2012 06/01/2012 $ $ $ $ $ $ Payment Amount 14,884 13,885 24,644 35,000 35,000 25,000
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Invoice Date 03/15/2012 04/03/2012 04/03/2012 05/15/2012 Total
Project Description 2011 Tax Compliance - Addl Services 2011 Tax Compliance - Addl Services 2011 Tax Compliance Services 2011 Tax Provision
Invoice Amount $ $ $ $ $ 16,007 26,916 45,000 46,755 283,091
Payment Date 06/07/2012 06/07/2012 06/07/2012 06/07/2012 $ $ $ $ $
Payment Amount 16,007 26,916 6,732 46,755 244,823
9.
To the best of my knowledge, PwC is owed $0 associated with services provided
to the Debtors prior to June 10, 2012. However, PwC waives any and all entitlement to make a pre-petition claim against the Debtors with respect to any such fees. Accordingly, PwC is not a creditor of the Debtors within the meaning of Section 101(10) of the Bankruptcy Code. 10. Further, neither I, nor any other PwC partner or principal, to the best of my
knowledge, is an equity holder of the Debtors. As such, to the best of my knowledge, PwC is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code, in that PwC: a) b) c) is not a creditor, equity security holder, or insider of the Debtors; is not and was not an investment banker for any outstanding security of the Debtors; has not been, within three years of the Petition Date, (i) an investment banker for a security of the Debtors or (ii) an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtors; and was not within two years of the Petition Date, a director, officer, or employee of the Debtors or of any investment banker as specified in subparagraph (b) or (c) of this paragraph.
d)
11.
In addition, to the best of my knowledge and based upon the relationship search
described above, PwC neither holds nor represents an interest adverse to the Debtors within the meaning of Section 327(a) of the Bankruptcy Code.
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12.
To the best of my knowledge, no partner, principal, or staff person of PwC has
any connection with or holds any interest adverse to the Debtors or their estates, or the Office of the United States Trustee or any person employed in the Office of the United States Trustee, in the matters for which PwC is proposed to be retained. Nor is any partner, principal, or staff person of PwC a relative of or connected with, any judge of the bankruptcy court for this District. 13. It is PwCs policy and intent to update and expand its ongoing relationship search If any new relevant facts or
for additional parties in interest in an expedient manner.
relationships are discovered or arise, PwC will promptly file a Bankruptcy Rule 2014(a) Supplemental Affidavit. Professional Compensation 14. Subject to approval of this Court, and in accordance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, applicable U.S. Trustee fee guidelines, and the Local Rules of this Court, PwC will seek payment for compensation on the terms set forth in the Application. 15. It is not the practice of PwCs professionals to keep detailed time records in one-
tenth-of-an-hour increments (i.e., six minute increments) as are customarily kept by attorneys who are compensated subject to approval of the Bankruptcy Court. Instead, the customary practice of PwCs professionals is to keep reasonably detailed records of services rendered during the course of an engagement in half-hour (0.5) increments. For these services, PwC will deliver the fee applications to comply with the interim compensation and reimbursement of professionals established in this case by providing a narrative summary of services rendered to the Debtors as well as exhibits to each fee application that PwC files in these Chapter 11 Cases, as well as time records, as described below. -6RLF1 6702027v.2
16.
For any Additional Services PwC will perform for the Debtors as defined in the
Engagement Letter, PwC will seek compensation on an hourly basis, plus reimbursement of actual and necessary expenses incurred by PwC in connection with such services. PwCs
customary hourly rates as charged to both bankruptcy and non-bankruptcy matters of this type by the professionals assigned to this engagement are outlined in the Application and Engagement Letter. These hourly rates are adjusted annually. Such rate adjustments will be disclosed to this Court and the Debtors. For these services, PwC shall submit as exhibits to each fee application, detailed time records setting forth a description of the services rendered by each professional and the amount of time spent on each date, in half hour increments, by each such individual in rendering services on behalf of the Debtors. 17. For the tax compliance services PwC will perform for the Debtors as defined in
the Engagement Letter, PwC will seek compensation for the Services, but excluding any Additional Services, on a fixed fee basis. The fixed fee for such services is estimated to be $188,000 plus $900 for any state return non listed on Exhibit I to the Engagement Letter for the 2011 tax year, based on PwCs hourly rates as in effect on the date the Engagement Letter was executed.4 For these services, PwC will identify each professional's approximate time each day in half-hour (0.5) increments in lieu of contemporaneous time records and a general description of the services provided. 18. The PwC professionals providing the tax consulting support services will consult
with internal PwC Retention Advisors to ensure compliance with the requirements of the Bankruptcy Code, as well as to decrease the overall fees associated with the administrative aspects of PwC engagements. The services provided by these PwC Retention Advisors shall
If additional tax compliance procedures are necessary to complete the services and related filing(s), PwC will provide the Debtors with an estimate of fees based upon the hourly rates of the individuals assigned to the Debtors engagement, subject to downward adjustment upon review by the Debtors.
4
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include, but are not limited to, assistance with the bankruptcy retention documents; assistance with the disinterestedness disclosures; assistance with completion of the requisite fee applications; and assistance with the compliance with the other applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court. Due to the specialized nature of the services, and consistency between bankruptcy venues, specific billing rates have been established for these bankruptcy advisors. 5 19. No commitments have been made or received by PwC, nor any partner or
employee associate thereof, as to compensation or payment in connection with these cases other than in accordance with the provisions ofthe Bankruptcy Code. Further, in accordance with Section 504 of the Bankruptcy Code, PwC has no agreement with any other entity to share with such entity any compensation received by PwC in connection with these Chapter 11 Cases. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: August3 ~ 2012
arne: Joe W. Reinkemeyer Title: Partner of PricewaterhouseCoopers LLP
The rate per hour for these PwC Retention Advisors by level of experience will be as follows: Partner: $790; Director: $550; Manager: $400; Senior Associate: $290; Associate: $225 and Paraprofessional: $150. These rates are subject to periodic adjustments.
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Schedule 1 to Reinkemeyer Declaration Interested Parties Agents and Lenders under Senior Secured First Priority Credit Facilities CIT Group 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 Vista Leveraged Income Fund Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund) Agents and Lenders under Senior Secured Second Priority Credit 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 Major Customers (Automotive Group U.S) Ford Motor Corporation Mitsubishi Fuso UPS Autologistics United Parcel Service Izuzu Transport, Inc.
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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 Forty Largest Unsecured Creditors (Consolidated) 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 -2RLF1 6702027v.2
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 5107 County Drive LC Unions International Brotherhood of Teamsters 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 Teamsters Health & Welfare and Pension Funds of Philadelphia Canadian Auto Carriers and Logistics Teamsters Canadian Pension Plan 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.
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Liability and Property Insurers (Canada) 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 -4RLF1 6702027v.2
Canadian Pacific Limited Sambur Limited John Ziner Lumber Limited 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 Litigation General Motors Corp. Jack Cooper Transport Co., Inc. Debtors 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 Significant Shareholders Yucaipa American Alliance Fund I, LP Yucaipa American Alliance (Parallel) Fund I LP Directors Derex Walker -5RLF1 6702027v.2
Brian Cullen Mark Gendregske Ira Tochner Jeff Pelletier Executive Officers Mark J Gendregske Scott D. Macaulay John F. Blount Robert Ferrell Keith Rentzel 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) -6RLF1 6702027v.2
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 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 -7RLF1 6702027v.2
Dominion Virginia Power Osterman Gas Service Inc. City Water International Inc. Amerigas-Pittsburgh Puget Sound Energy AT&T Granite Telecommunications Sprint Verizon 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
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Supplemental List Provided by Debtors Interested Parties
As of 7/25/12
Name AVL Loan Funding, Inc. Blackrock Cedarview Capital Management LP Central Pennsylvania Teamsters Pension Fund City of Memphis, Ellis County, Tarrant County, Northwest ISD Credit-Suisse Dallas County Durham Asset Management LLC Florida Self-Insurers Guaranty Assoc. Inc. Freight Drivers and Helpers Local GSO Capital Partners, LLC Honigman Miller Schwartz and Cohn LLP International Business Machines Corp. Iron Mountain Information Mgmt Inc. JP Morgan Chase McDonnell Investment Management LLC Missouri Department of Revenue Monarch Alternative Capital LP New England Teamsters & Trucking Pension Fund Interested Party Ore Hill Partners LLC Palacios ISD, Jackson County, & Harris County Par-Four Investment Management Pension Benefit Guaranty Corporation (PBGC) Platinum Grove Contingent Capital Stanfield Capital Partners Stone Tower Capital, LLC Teamsters Joint Council No. 83 Teamsters Pension Trust Fund Tennessee Department of Labor & Workforce Development- Unemployment Insurance The CIT Group/Business Credit, Inc. The Yucaipa Companies Teamsters National Automotive Transporters Industry Negotiating Committee Venor Capital Management LP Interest Creditor Creditor Creditor Creditors Creditors Creditor Creditors Creditors Creditors Creditors Creditors Creditors Creditors Creditors Creditors Creditors Creditors Creditors Interested Party Interested Party Creditors Interested Party Creditors Creditors Creditors Creditors Creditors Interested Party Interested Party Interested Party Creditors Creditors Interested Party Creditors
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Schedule 2 to Reinkemeyer Declaration Existing Unrelated Relationships with Interested Parties PwC or its affiliates currently perform, or have previously performed, services in matters unrelated to these chapter 11 bankruptcy cases for the following individuals or entities or have other relationships with such entities, such as banking relationships: RELATIONSHIPS KNOWN AS OF AUGUST 29, 2012: (Attached as table, with the subtitles referring to the categories used by the Debtors) Agents and Lenders under Senior Secured First Priority Credit Facilities CIT Group 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 Avenue CLO Fund, Ltd. (Avenue Capital Group) Avenue CLO IV, Ltd. Avenue CLO V, Ltd. Del Mar Master Fund, LTD (Del Mar Distressed Opportunities Master Fund) Agents and Lenders under Senior Secured Second Priority Credit Yucaipa American Alliance Fund I, LP Yucaipa American Alliance (Parallel) Fund I LP Bank of New York Mellon Major Customers (Automotive Group U.S) Ford Motor Corporation UPS Autologistics United Parcel Service Major Customers (Automotive Group Canada ) Hyunda Canada Nissan Canada Promax (Major Customers - Axis Group) Ally Financial Chrysler Hertz Enterprise Avis Adessa Forty Largest Unsecured Creditors (Consolidated) IBM Corpoation CSX Transportation Royal & Sunalliance Insurance Canada National Union Fire Insurance Tokio Marine & Nichido Fire Insurance (claims) Manufacturers Life Insurance Co. Waterloo Chartis Yec, Inc. ADP, Inc. Grant Thornton LLP Comdata Network, Inc. Michelin North America/ Canada Chartis Insurance Co. of Canada
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Unions International Brotherhood of Teamsters Pension Funds Teamsters Canadian Pension Plan 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) ARCH Insurance Co. Chartis Insurance Co. 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 Union Pacific Railroad Company CSX Transportation, Inc. Regus BNSF Canadian National Railway Company Canadian Pacific Limited -2RLF1 6702027v.2
H.G.H. DeVelopments Ltd. Canadian Pacific Railway Company Auto Dealers Exchange Wallenius Litigation General Motors Corp. Jack Cooper Transport Co., Inc. Significant Shareholders Yucaipa American Alliance Fund I, LP Yucaipa American Alliance (Parallel) Fund I LP Allied Attorneys Troutman Sanders, LLP Allied Accountants and Financial Advisors Grant Thornton (auditing and accounting) Rothschild Inc. (Financial Advisors) Utilities Georgia Power SCANA Energy Georgia Natural Gas Services National Fuel New York State Elec. & Gas Enmax Hydro Quebec Xcel Energy Northern States Power Comp. DTE Energy EPCOR Missouri Gas Energy Entergy New Orleans Kentucky Utilities Atmos Energy Tampa Electric Co. NSTAR Manitoba Hydro Duke Energy Progress Energy Puget Sound Energy AT&T Sprint
Utilities (continued) Verizon Megapath Networks Inc. Centurylink Avaya, Inc. Bell Aliant Bell Canada Bell Mobility
Roger Wireless, Inc. ANX Ebusiness Paetec GXS
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Exhibit C Engagement Letter
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_L pwc
January 24, 2012 Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. 2302 Parklake Drive, Suite soo Atlanta, Georgia 30345
Subject: Allied Systems Holdings, Inc. and Subsidiaries Tax Compliance for the year ended December 31, 2011
Dear Mr. Macaulay: This engagement letter confirms that Allied Systems Holdings, Inc. ("you" or "Allied") has engaged PricewaterhouseCoopers LLP ("we" or "us" or "PwC") to provide the services described below. Allied may procure services under this engagement letter for itself and for those of its consolidated subsidiaries or affiliates that Allied binds to this engagement letter by its signature or which separately agree to the provisions of this engagement letter (collectively, the "Subsidiaries").
Scope of Our Services

You have requested that PwC perform the following services (the "Services"): PwC will prepare and sign as preparer the U.S. Corporation Income Tax Return, Form 1120, for the tax year beginning January 1, 2011 through December 31, 2011. We will also prepare and sign the required state corporate income tax returns for the period above, estimates, and extensions as requested by Allied and as listed in Exhibit I. Entities listed in Exhibit I are considered Subsidiaries (as defined above) and are also bound to the terms of this engagement letter. Specific detail, responsibilities and scope regarding the nature of exact deliverables agreed to and or impacting the Services are also included in Exhibit I. We will complete Schedule UTP, if applicable, based on information you provide to us during the course of the engagement. We may gather such information by providing you with a checklist or information request during the course of the engagement. To the extent that you require additional assistance to gather and analyze information for purposes of the Schedule UTP reporting, such services will be the subject of a separate engagement letter. Unless otherwise agreed with PwC, Allied will be responsible for preparation and filing of all other tax or information returns required to be filed with the authorities including, for example, city and county income or gross receipts filings, payroll tax filings, sales and use tax filings, information reporting filings, etc. Most of the tax returns that we will prepare require signatures, under the penalties of perjury, of an officer of Allied affirming that the tax returns and the accompanying schedules and statements are true, correct, and complete to the best of his or her knowledge. Allied is responsible for understanding and agreeing with the various amounts, computations, and statements made in the tax returns before they are filed with the taxing authorities.
PricewaterhouseCoopers LLP, 10 Tenth Street, Suite 1400, Atlanta, GA 30309-3851 T: (678) 4191000, F: (678) 419 1239, www.pwc.com/us
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Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. January 24, 2012
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It is our understanding that you will file returns as prepared by PwC unless you inform us otherwise.
Allied is required to maintain and retain adequate documentation to support the tax returns as filed as penalties can be imposed by taxing authorities for the failure to produce adequate documentation supporting the items included in a tax return. We will complete the preparation of the tax returns so they can be timely filed by the extended due date for the federal and state returns of September 15, 2012. We will endeavor to provide you with draft income tax returns for your review no later than September 2, 2012. In the event the agreed timetable requires that Allied provide us with needed information or assistance within a specified period of time, the failure to timely provide this assistance may require adjustment to our completion date. In addition, in the event unforeseen circumstances occur that impact our ability to meet the final completion date, we will contact Allied to discuss an acceptable revised completion date.
Use of the PricewaterhouseCoopers LLP WebDMS system ("WebDMS")

Access to WebDMS system may be provided as a convenience to Allied personnel to facilitate performance of the Services. In the event that WebDMS is used to facilitate performance of the Services, you agree to notify us of the names of your personnel who are authorized to have access to the WebDMS system and to notify us timely of any changes thereto. Allied will notify us of any documents that should not be accessible to all your authorized users. In addition, it is understood that your access to WebDMS shall be subject to the standard terms and conditions required upon registration for use ofthe WebDMS system.
Form TD F
90-22.1
(FBAR)
Federal law requires that certain individuals and entities report financial interests in, and signatory authority or certain other authority over, foreign financial accounts with more than $1o,ooo in aggregate value in a calendar year on Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. The form is not a tax form and is not filed with a tax return. Instead the form must be filed separately with the IRS by June 30 of the year following the calendar year in which aggregate amounts held in the foreign financial accounts meet the threshold. The definition of financial accounts is broadly defined and includes certain interests held indirectly. Failure to comply with these laws could result in significant civil and criminal penalties. Unless otherwise specifically agreed in writing, PwC will not prepare, file, or provide assistance with respect to the Form TD F 90-22.1.
Electronic Filing
The Internal Revenue Service and some states offer or require electronic filing for certain tax returns. As part ofthe services covered by this engagement letter, PwC will be the Electronic Return Originator (ERO) with respect to the returns indicated with an asterisk on Exhibit I. Your designation of PwC as the ERO allows the taxing authorities to disclose to us the following: 1) any acknowledgement that return(s) have been accepted, 2) the reason(s) for any delay in processing a return or refund, and 3) information regarding any refund offset. If a particular return is ineligible or unable to be processed electronically after making reasonable efforts to do so pursuant to the procedures established by the appropriate tax authority, PwC will provide you with a paper return that must be filed in accordance with the terms noted in this engagement letter.
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Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. January 24, 2012 30fl0
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Additional Services
From time to time, Allied may request PwC to provide services outside the scope of these tax return preparation services that may not be significant enough to require a separate engagement letter ("Additional Services"). Subject to our acceptance, PwC will provide Additional Services necessary to respond to matters presented to PwC by Allied, or matters PwC brings to the attention of Allied for which Allied agrees PwC should provide assistance. The following illustrates the nature of the Additional Services intended to be covered by this engagement letter:
Recurring tax consulting services

We will provide advice, answers to questions and/ or opinions on tax planning or reporting matters, including research, discussions, preparation of memoranda, and attendance at meetings relating to such matters, as mutually determined to be necessary.
Matters involving tax authorities

We will provide advice and/or assistance with respect to matters involving the Internal Revenue Service ("IRS") or other tax authorities on an as-needed or as-requested basis.
These examples are not meant to limit the Additional Services we may provide to Allied under the terms of this engagement letter. We will keep you fully apprised of the nature of any Additional Services we are providing under this engagement letter. All related periodic billings (see discussion below) will describe the Additional Services rendered during the period.
Ownership and Use
We are providing these Services and deliverables solely for your use and benefit and pursuant to a client relationship exclusively with you. We disclaim any contractual or other responsibility or duty of care to others based upon these Services or upon any deliverables or advice we provide. You will own all tangible written material prepared for and delivered to you under this engagement letter, except as follows: we own our working papers, preexisting materials and any general skills, know-how, processes, or other intellectual property (including a non-client specific version of any deliverables) which we may have discovered or created as a result of the Services. You have a nonexclusive, non-transferable license to use such materials included in the deliverables for your own use as part of such deliverables. In addition to deliverables, we may develop software or electronic materials (including spreadsheets, documents, databases and other tools) to assist us with an engagement. If we make these available to you, they are provided "as is" and your use of these materials is at your own risk.
Confidentiality
"Confidential Information" means non-public information that Allied marks as "confidential" or "proprietary" or that otherwise should be understood by a reasonable person to be confidential in nature. All terms of this engagement letter, including but not limited to fee and expense structure, are considered Confidential Information. Confidential Information does not include any information which (i) is rightfully known to PwC
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prior to its disclosure; (ii) is released to any other person or entity (including governmental agencies) without restriction; (iii) is independently developed by PwC without use of or reliance on Confidential Information; or (iv) is or later becomes publicly available without violation of this engagement letter or may be lawfully obtained by PwC from a non-party. PwC will protect the confidentiality of Confidential Information that it receives, except as required by applicable law, statute, rule, regulation or professional standard. If disclosure is required by law, statute, rule or regulation (including any subpoena or other similar form of process), or by professional standards, PwC shall (other than in connection with routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement) provide Allied with prior prompt written notice thereof and, if practicable under the circumstances, allow Allied to seek a restraining order or other appropriate relief.
Our Responsibilities
We will perform the Services in accordance with the Statements on Standards for Tax Services established by the American Institute of Certified Public Accountants. Accordingly, we will not provide an audit or attest opinion or other form of assurance, and we will not verify or audit any information provided to us.
Your Responsibilities
You are responsible for all management functions and decisions relating to this engagement, including evaluating and accepting the adequacy of the scope ofthe Services in addressing your needs. You are also responsible for the results achieved from using any Services or deliverables, and it is your responsibility to establish and maintain your internal controls. You will designate a competent member of your management to oversee the Services. We expect that you will provide timely, accurate and complete information and reasonable assistance, and we will perform the engagement on that basis.
Fees and Expenses

Tax Return Preparation Services The fee for services relative to this project as described in the "Scope of Services" section of this engagement letter will be $188,ooo. Any additional state tax returns not listed in Exhibit I will be $900 per state tax return. All PwC Subcontractor (defined below) fees are included in the agreed fee. Additional Services Our fee is based on the time required by our professionals to complete the engagement. Amounts billed for services performed by PwC or the PwC Subcontractors (defined below) shall be considered fees and not expenses and will be billed at rates determined by PwC based upon experience, skill and other factors or as otherwise agreed by the parties. Hourly rates may be revised from time to time, and the adjusted rates will be reflected in billings. Our current hourly rates are as follows: Partner: Director: Manager: $625 $375 $290
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Senior: Associate: $220 $150
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The first 1,000 hours of Additional Services, excluding audit support, general consulting services, and work requiring consultation with a PwC subject matter specialist, will be billed at $150 per hour; any additional hours will be billed based on the billing rates and hours of personnel performing such services (as discussed above). We also will bill Allied for our reasonable out-of-pocket expenses, any applicable sales, use or value added tax, and PwC's internal per ticket charges for booking travel. The amount of our fee is based on the assumption that we will receive the information and assistance as detailed throughout this engagement letter. In the event we believe an additional fee is required as the result of the failure of Allied to meet any of these requests or for any other reason, we will inform you promptly.
Payment Schedule
The first payment is due with the signing of this engagement letter and subsequent payments are due on the first day of each month in accordance with the following schedule of payments: Upon signing of engagement letter April, 2012 June,2012 August, 2012 Upon completion of the Services Total $45,000 45,000 45,000 45,000 8,000 $t88.ooo
Termination and Dispute Resolution

This engagement letter has a term of one year. Either party may terminate the Services by giving notice to that effect. Any unresolved dispute relating in any way to the Services or this engagement letter shall be resolved by arbitration. The arbitration will be conducted in accordance with the Ru1es for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution ("Ru1es") then in effect. The arbitration will be conducted before a panel of three arbitrators selected using the screened process provided in the Ru1es. The arbitration panel, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this engagement letter. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award damages inconsistent with the Limitations on Liability provisions below or any other terms in this engagement letter. Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration shall be treated as confidential. You accept and acknowledge that any demand for arbitration arising from or in connection with the Services must be issued within one year from the date you
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Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. January 24, 2012 6of10
became aware or should reasonably have become aware of the facts that give rise to our alleged liability and, in any event, no later than two years after the cause of action accrued. This engagement letter and any dispute relating to the Services will be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any provisions relating to conflict oflaws that would require the laws of another jurisdiction to apply.
limitations on liability
Except to the extent finally determined to have resulted from our gross negligence or intentional misconduct, our aggregate liability for all claims, losses, liabilities or damages in connection with this engagement letter or the Services, whether as a result of breach of contract, tort (including negligence) or otherwise, regardless ofthe theory ofliability asserted, is limited to no more than the total amount of annual fees paid to us for the particular Service giving rise to the liability under this engagement letter. In addition, we will not be liable in any event for lost profits, consequential, indirect, punitive, exemplary or special damages. Also, we shall have no liability arising from or relating to any third party hardware, software, information or materials selected or supplied by you.
Indemnification
You agree to indemnify and hold PwC and the Beneficiaries (defined below) harmless from and against any and all third party claims, losses, liabilities and damages arising from or relating to the Services or deliverables under this engagement letter, except to the extent finally determined to have resulted from PwC's gross negligence or intentional misconduct relating to such Services and/or deliverables.
Other PricewaterhouseCoopers Firms and Subcontractors

PwC is the U.S. firm of the global network of separate and independent PricewaterhouseCoopers firms (exclusive of PwC, the "Other PwC Firms"). PwC may draw on the resources of and/ or subcontract to its subsidiaries, the Other PwC Firms and/or third party contractors and subcontractors, in each case within or outside of the United States (each, a "PwC Subcontractor") in connection with the provision of Services and/ or for internal, administrative and/or regulatory compliance purposes. Allied agrees that PwC may provide information PwC receives in connection with this engagement letter to the PwC Subcontractors for such purposes. PwC will be solely responsible for the provision of the Services (including those performed by the PwC Subcontractors) and for the protection of the information provided to the PwC Subcontractors. The PwC Subcontractors and theirs and PwC's respective partners, principals or employees (collectively, the "Beneficiaries") shall have no liability or obligations arising out of this engagement letter. Allied agrees to: (a) bring any claim or other legal proceeding of any nature arising from the Services against PwC and not against the Beneficiaries; and (b) ensure or procure that the Subsidiaries do not assert any such claim or other legal proceeding against PwC or the Beneficiaries. If any of the Subsidiaries receive Services under this engagement letter, Allied agrees to provide a copy of this engagement letter to such Subsidiaries, and Allied will notify them that although the Beneficiaries may interact with them, the delivery of the Services is governed by the terms of this engagement letter (including the liability limitations herein), and Allied's Subsidiaries should notify Allied of any disputes or potential claims arising from the Services. PwC disclaims any contractual or other responsibility or duty of care to any other subsidiaries or affiliates. While PwC is entering into this engagement letter on its own behalf, this section also is intended for the benefit of the Beneficiaries.
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Consents to Disclose Client Information
70f10
Notwithstanding anything to the contrary in this engagement letter, Allied agrees that PwC may disclose Allied's current and/ or prior years' tax return information to PwC Subcontractors within or outside the United States for the purposes described above. Allied authorizes PwC to participate in discussions with and to disclose your information, including your tax return information, to your agents, representatives, administrators or professional advisors (including accountants, attorneys, financial and other professional advisors), their respective officers, directors or employees, and other parties as you may direct. The foregoing consents are valid until further notice by Allied. Allied may request in writing a more limited disclosure than the foregoing.
Regulatory Matters
Notwithstanding anything to the contrary in this engagement letter, you have no obligation of confidentiality with respect to any portion of any materials, advice or deliverables to the extent they concern the tax structure or tax treatment of any transaction.
Codification of Economic Substance

Federal law (IRC Section 6662(b)) subjects taxpayers to a strict liability penalty equal to 40% (or 20% if adequately disclosed in a tax return) of any underpayment of tax attributable to that portion of a transaction which is determined to lack economic substance under IRC Section 7701(0) or fails to satisfy any other similar rule of law. The higher penalty will be due if a transaction that is determined to lack economic substance is not "adequately disclosed" in the taxpayer's return. Penalties can also be imposed by states to the extent that state laws have adopted similar provisions. You are responsible for identifying transactions to which the economic substance doctrine applies and determining whether disclosure should be made, and if so, the adequacy of any disclosure. Any additional PwC time spent preparing such disclosures is outside the scope of the Services set forth in this engagement letter. There is no guidance on the substantive aspects of the codified economic substance doctrine. To the extent that we prepare disclosures and/or provide any advice with respect to Allied's determination of the economic substance of a transaction and any related penalties that might be imposed, such disclosures prepared and/or advice rendered as part of our Services will be based on applicable case law, reasonable interpretation oflegislation and available guidance. The strict liability penalty is not affected by whether the position taken on the return meets standards regarding levels of confidence. Moreover, under IRC Section 6664(c), no exceptions (including the reasonable cause exception) to the imposition of such penalties are available and therefore no advice will protect you from any such penalties. Therefore, PwC shall not be liable for any federal or state penalties imposed on you if any portion of a transaction is determined to lack economic substance or fails to satisfy any similar rule oflaw or if the disclosure of such transaction is determined to be inadequate.
Other Written Advice

Based on our discussions, it is anticipated that the written advice PwC provides during the course of this engagement will be Other Written Advice as defined by Circular 230. Accordingly, unless otherwise prohibited or we agree to issue a Covered Opinion as defined by Circular 230, our written advice may
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Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. January 24, 2012 8of1o
include a disclosure stating that the advice was not intended or written to be used, and it cannot be used, for the purpose of avoiding tax penalties that may be imposed, including, but not limited to penalties that may apply if the transaction that is the subject of our engagement is found to lack economic substance or fails to satisfy any other similar rule oflaw. Our advice will contain any other disclosures required by Circular 230.
Tax Return Disclosure and Tax Advisor Listing Requirements

Certain federal and state regulations require taxpayers to disclose their participation in certain reportable transactions to the taxing authorities. Allied shall advise PwC if Allied determines that any matter covered by this engagement letter is a reportable transaction that is required to be disclosed. This advice will take the form of your written responses in the Reportable Transaction Compliance Checklist. Your responses will form the basis for Form 8886 disclosures. We will explain the checklist to you. Any PwC time spent: (1) reviewing or assessing related information flows; (2) reviewing or assessing current related policies, procedures or systems; (3) analyzing or identifying reportable t,ransactions; (4) gathering or retaining required documentation; or (5) preparing Forms 8886, would be performed outside the scope of the arrangements set forth in this engagement letter and would necessitate an addendum to this engagement letter. Certain federal and state regulations also require PwC to submit information returns and maintain lists of certain client engagements if PwC is a material advisor to clients that have participated in a reportable transaction. Therefore, if PwC determines, after consultation with Allied, that Allied has participated in a transaction causing PwC to have a registration and/or list maintenance obligation, PwC will place Allied's name and other required information on a list. PwC will contact Allied if PwC is required to provide Allied's name to the U.S. Internal Revenue Service or any state in connection with any matter under this engagement letter.
Federal (Internal Revenue Code Section 6694) and State Preparer Standards
Federal law and certain state laws impose obligations on tax return preparers with respect to a position reported on a tax return or claim for refund that does not meet certain standards regarding levels of confidence. If during the course of this engagement we identify a position that does not meet these standards, we will advise you about your penalty exposure and whether you can avoid penalty through disclosure. If we are preparing the return or claim for refund and it is concluded that disclosure is required, we will prepare the disclosure and provide it to you. Our work may require consultation with a PwC subject matter specialist to reach and document the level of technical support for the position. We will discuss with you any additional fees that may be incurred as a result of complying with these requirements.
Other Matters
No party to this engagement letter may assign or transfer this engagement letter, or any rights, obligations, claims or proceeds from claims arising under it, without. the prior written consent of the other party, and any assignment without such consent shall be void and invalid. If any provision of this engagement letter is found to be unenforceable, the remainder of this engagement letter shall be enforced to the extent permitted by law. If we perform the Services prior to both parties executing this engagement letter, this engagement letter shall be
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effective as of the date we began the Services. Neither party shall be liable to the other for any delay or failure to perform any of the Services or obligations in this engagement letter due to causes beyond its reasonable control. You agree we may use your name in experience citations and recruiting materials. This engagement letter supersedes any prior understandings, proposals or agreements with respect to the Services, and any changes must be agreed to in writing.
PwC is owned by professionals who hold CPA licenses as well as by professionals who are not licensed CPAs.
Depending on the nature of the Services, non-CPA owners may be involved in providing Services under this engagement letter.
* * * * *
We are pleased to have the opportunity to provide services to you. If you have any questions about this engagement letter, please discuss them with Joe Reinkemeyer (678) 419-1152 or John Ranero (678) 4191072. If the Services and terms outlined in this engagement letter are acceptable, please sign one copy of this engagement letter in the space provided and return it to the undersigned. You may return the signed copy to Joe by mail or air courier to 10 Tenth Street, Suite 1400 Atlanta, GA 30309, by facsimile to Joe Reinkemeyer attention at (813) 281-1583 or attached as a pdf, jpeg or similar file type to an e-mail to joe.w.reinkemeyer@us.pwc.com Very truly yours, PricewaterhouseCoopers LLP
Attachment(s): Exhibit I - Listing of Returns to be Prepared Reportable Transactions Compliance Checklist
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ACKNOWLEDGED AND AGREED:
Mr. Scott Macaulay Chief Financial Officer and Treasurer Allied Systems Holdings, Inc. January 24, 2012 10 of1o
Allied Systems Holdings, Inc. and Subsidiaries on behalf of itself and its Subsidiaries
Signature of Allied official: Please print name:
Title: Date:
Exhibit I Allied Systems Holdings Inc. & Subsidiaries Detail Listing of Returns to be Prepared For the Year Ended December 31, 2011 Entity Name Jurisdiction (Federal/State) Federal* Georgia* Michigan* Federal Bowling Green, KY Delaware Detroit, Ml Flint, Ml Florida* Louisiana Maryland Missouri New Jersey New York* North Carolina North Carolina Pennsylvania Tennessee Virginia Federal Alabama* Alabama* Alaska Arizona Arkansas Bowling Green, KY California Colorado Connecticut Delaware Detroit, Ml Flint, Ml Florida* Idaho Illinois Indiana Kansas Kentucky Louisiana Return Form Filing Method (Separate/Co mbined) Consolidated Consolidated Consolidated Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Combined Combined Separate Separate Combined Combined Separate Separate Separate Separate Separate Combined Combined Separate Combined Combined Separate Return Type (Income/Franchise/Etc.) Income Income/Net Worth Business Tax Income Net Profit/License Income Income Income Income/Emergency Excise Income/Franchise Income Income/Franchise Income Income/Franchise Income/Franchise Annual Report for Business Income/Franchise Income/Franchise Income Income Franchise Income Income Income Income Net Profit/License Income/Franchise Income Income Income Income Income Income/Emergency Excise Income Income/Replacement Income Income Income/License Income/Franchise
Allied Systems Holdings, Inc & Subsidiaries Allied Systems Holdings, Inc & Subsidiaries Allied Systems Holdings, Inc & Subsidiaries AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG AAG Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO
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1120 600 4567 Proforma Fee Return 1100 D-1120 F-1120 F-1120 CIFT-620 500 M0-1120 CBT-100 CT-3 CD-405 CD-479 RCT-101 FAE 170 500 Pro Forma CPT 20C 611 120 AR 1100 CT Fee Return 100 112 CT 1120 1100 D-1120 F-1120 F-1120 41 IL-1120 IT-20 K-120 K-720 CIFT-620
Allied Systems, L TO Allied Systems, L TO Allied Allied Allied Allied Allied Systems, Systems, Systems, Systems, Systems, L TO L TO L TO L TO LTD
Louisville, KY Maine Maryland Miamisburg, OH Massachusetts* Minnesota Mississippi Missouri Montana Nebraska New Hampshire New Jersey New Mexico New York* North Carolina North Carolina Oklahoma Oklahoma Oregon Pennsylvania Portland, OR Scott County, KY Shelbyville, KY South Carolina* Tennessee Texas Texas Utah Virginia Warren County, KY West Virginia Wisconsin* Federal Florida* New York* Federal Louisiana Mississippi Pennsylvania Tennessee Federal Alabama* Alabama* Florida* Illinois Kansas
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Separate Combined Separate Separate Combined Combined Separate Separate Combined Combined Combined Separate Separate Separate Separate Separate Separate Separate Combined Separate Combined Separate Separate Separate Separate Combined Combined Combined Separate Separate Combined Combined Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate
License Income Income Income Income/Excise Franchise Income/Franchise Income/Franchise License Tax Return Income Enterprise/Profits Income Income/Franchise Income/Franchise Income/Franchise Annual Report for Business Income Business Activity Tax Excise Income/Franchise Income Net Profits/License Net Profits/License Income Income/Franchise Franchise Public Information Report Income/Franchise Income Net Profit Income Income/Franchise Income Income/Emergency Excise Income/Franchise Income Income/Franchise Income/Franchise Income/Franchise Income/Franchise Income Franchise Income Income/Emergency Excise Income/Replacement Franchise
355U M4 83-105 M0-1120 CLT-4 1120N NH-1120-WE CBT-100 CIT-1 CT-3 CD-405 CD-479 512 BT-190 20 RCT-101 C-2010 SCT-4
Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, LTD Allied Systems, L TO Allied Systems, L TO Allied Allied Allied Allied Systems, Systems, Systems, Systems, L TO L TO LTD L TO
Allied Systems, L TO Allied Systems, L TO Allied Allied Allied Allied Allied Systems, L TO Systems, L TO Systems, LTD Systems, L TO Systems, LTD
sc 1120
FAE 170 05-158 05-102 TC-20 500 Net Profit Return WV-CNT-112 4 Proforma F-1120 CT-3 Proforma CIFT-620 83-105 RCT-101 FAE 170 Pro forma CPT 20C F-1120 11-1120 KS-150
Allied Systems, L TO Allied Systems, L TO Allied Systems, L TO Allied Systems, lTD Allied Systems, L TO Allied Systems, L TO Axis Group Axis Group Axis Group CCI CCI CCI CCI CCI CT Services CT Services CT Services CT Services CT Services CT Services
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CT Services CT Services CT Services CT Services CT Services CT Services CT Services CT Services FJB,LLC FJB,LLC GACS QAT QAT QAT QAT QAT QAT TSCO TSCO TSI, LLC TSI, LLC TSI, LLC
Louisiana Maryland New Jersey New Mexico New York* Pennsylvania Tennessee Virginia Federal California Federal Federal Florida* Kansas Louisiana New York* Virginia Federal California Federal California Bowling Green, KY
CIFT-620 500 CBT-100 CIT-1 CT-3 RCT-101 FAE 170 500 Pro Forma 568 Pro forma Pro forma F-1120 KS-150 CIFT-620 CT-3 500 Pro forma 568 Pro forma 568 Fee Return
Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate Separate
Income/Franchise Income Income Income/Franchise Income/Franchise Income/Franchise Income/Franchise Income Income Income Income Income Income/Emergency Excise Franchise Income/Franchise Income Income Income Income Income Income Net Profit/License
Legend: Entity Name - Legal name of each filing entity Jurisdiction - Name of federal, state, city, or other taxing jurisdiction Return Form -The form that the return will be filed on. Insert an asterisk (*) next to the return form if PwC will be the Electronic Return Originator (ERO) with respect to the particular form. Return Type- Type or return and/or report (Income, franchise, net worth, annual report, business) Filing Method -Type of filing (separate, combined, consolidated, unitary). Details should be provided when the group filing the return differs from the federal return. (i.e. federal structure less subsidiary C). If the filing period for the return differs from the federal return, a "Filing Period" column should be added.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.

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

compliance services in connection with these Chapter 11 Cases.

other disqualifying circumstances exist or arise.

discovered, PwC will supplement its disclosure to the Court.

In accordance with section 504 of the Bankruptcy Code, there is no agreement or

rates are subject to periodic adjustments.

Exhibit A Proposed Order

Notwithstanding the terms of the Engagement Letter, the indemnifications

Exhibit B Declaration of Joe W. Reinkemeyer

Invoice Date 03/15/2012 04/03/2012 04/03/2012 05/15/2012 Total

Invoice Amount $ $ $ $ $ 16,007 26,916 45,000 46,755 283,091

Payment Date 06/07/2012 06/07/2012 06/07/2012 06/07/2012 $ $ $ $ $

Payment Amount 16,007 26,916 6,732 46,755 244,823

To the best of my knowledge, PwC is owed $0 associated with services provided

To the best of my knowledge, no partner, principal, or staff person of PwC has

for additional parties in interest in an expedient manner.

arne: Joe W. Reinkemeyer Title: Partner of PricewaterhouseCoopers LLP

Supplemental List Provided by Debtors Interested Parties

Roger Wireless, Inc. ANX Ebusiness Paetec GXS

Exhibit C Engagement Letter

Scope of Our Services

Use of the PricewaterhouseCoopers LLP WebDMS system ("WebDMS")

Recurring tax consulting services

Matters involving tax authorities

Fees and Expenses

Termination and Dispute Resolution

Other PricewaterhouseCoopers Firms and Subcontractors

Codification of Economic Substance

Other Written Advice

Tax Return Disclosure and Tax Advisor Listing Requirements

Attachment(s): Exhibit I - Listing of Returns to be Prepared Reportable Transactions Compliance Checklist

Signature of Allied official: Please print name:

OL-3 1120 ME 500

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