Sunteți pe pagina 1din 49

RLF1 6210319v.

1
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: August 28, 2012 at 11:00 a.m. (EDT)
Objection Deadline: July 27, 2012 at 4:00 p.m. (EDT)
APPLICATION OF DEBTORS FOR AN ORDER AUTHORIZING THE RETENTION
AND EMPLOYMENT OF GOWLING LAFLEUR HENDERSON LLP AS CANADIAN
COUNSEL TO DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian
subsidiaries (collectively, the Debtors) file this application (the Application) for entry of an
order, substantially in the form attached hereto as Exhibit A (the Proposed Order),
authorizing the Debtors to employ and retain Gowling Lafleur Henderson LLP (Gowlings) as
its Canadian counsel nunc pro tunc to June 10, 2012. In support of this Application, the Debtors
rely upon the Affidavit of Christopher J. Eustace in Support of the Application of Debtors for an
Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLP as
Canadian Counsel to the Debtors nunc pro tunc to June 10, 2012 (the Eustace Affidavit),
attached hereto as Exhibit B, and respectfully states 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 (90-
0169283); 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. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.


- 2 -
RLF1 6210319v. 1

Jurisdiction
1. This Court has jurisdiction over this Application under 28 U.S.C. 157 and
1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b). Venue of this
proceeding and this Application in this District is proper under 28 U.S.C. 1408 and 1409.
The statutory basis for the relief requested herein is sections 327(e) and 328(a) of title 11 of the
United States Code (the Bankruptcy Code).
Background
2. On May 17, 2012 (the Involuntary Petition Date), involuntary petitions were
filed against Allied Holdings and its subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems)
under chapter 11 of the Bankruptcy Code in this Court. On June 10, 2012 (the Voluntary
Petition Date, and together with the Involuntary Petition Date, the Petition Date, as
applicable to the particular Debtor), the remaining Debtors filed voluntary petitions in this Court
and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary
petitions filed against them. Additional information regarding the Debtors business and the
background relating to events leading up to the above-captioned chapter 11 cases (the Chapter
11 Cases) can be found in the Declaration of Scott D. Macaulay in Support of First-Day
Pleadings [Docket No. 80] which was filed on the Voluntary Petition Date.
3. On June 19, 2012, the Office of the United States Trustee for the District of
Delaware (the U.S. Trustee) appointed an official committee of unsecured creditors (the
Creditors Committee) in the Chapter 11 Cases. The Debtors continue to operate their
business and manage their properties as debtors in possession pursuant to sections 1107(a) and
1108 of the Bankruptcy Code.

- 3 -
RLF1 6210319v. 1

Relief Requested
A. Retention of Gowlings
4. Subject to approval by this Court, the Debtors wish to employ Gowlings as its
Canadian counsel to assist the Debtors in connection with carrying out their duties and
responsibilities under the Bankruptcy Code during the Chapter 11 Cases by advising the Debtors
on relevant aspects of Canadian law and taking all actions necessary to protect the Debtors
interests in connection with the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended (the CCAA). The Debtors seek to do so pursuant to sections 327(e) and 328(a) of
the Bankruptcy Code and the terms of this Application.
5. By separate applications, the Debtors are seeking to employ and retain, (i)
pursuant to section 327(a) of the Bankruptcy Code, Troutman Sanders LLP as general
bankruptcy and reorganization co-counsel; (ii) pursuant to section 327(a) of the Bankruptcy
Code, Richards, Layton & Finger, P.A. as general bankruptcy and reorganization co-counsel;
(iii) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Rothschild Inc. as financial
advisor and investment banker; and (iv) pursuant to sections 156, 327(a) and 328 of the
Bankruptcy Code, Rust Consulting/Omni Bankruptcy as administrative services agent and
claims and noticing agent. However, due to the complexity and international nature of the
Chapter 11 Cases, the Debtors submit that it is essential to employ Canadian counsel in order to
fully protect the rights of the Debtor.
6. The Debtors have selected Gowlings as its Canadian counsel during the pendency
of their Chapter 11 Cases because of the firms extensive experience and knowledge in the field
of debtors and creditors rights, business reorganizations and liquidations under the CCAA and
the Bankruptcy and Insolvency Act and its general expertise, experience, and knowledge of
Canadian law. In addition, Gowlings has served as Canadian counsel to the Debtors prior to the

- 4 -
RLF1 6210319v. 1

Petition Date. In selecting counsel to advise the Debtors with respect to seeking recognition of
the Chapter 11 Cases under and pursuant to Part IV of the CCAA, the Debtors sought Canadian
counsel with experience in representing debtors in cross-border reorganization cases and other
debt restructurings. Gowlings has such experience as Gowlings is regularly involved in
bankruptcy and insolvency cases with both American and Canadian components. The Debtors
believe that Gowlings is both well qualified and able to represent it in these Chapter 11 Cases
and any related Canadian proceedings in a most efficient and timely manner.
7. Gowlings has stated its desire and willingness to act in the Chapter 11 Cases and
to render the necessary professional services as Canadian counsel to the Debtors.
8. To the best of the Debtors knowledge, the partners and associates of Gowlings do
not have any connection with or any interest adverse to the Debtors, their creditors or any other
party in interest or their respective attorneys, except as set forth herein and in the Eustace
Affidavit.
9. Gowlings intends to apply to the Court for allowance of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules and the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware (the Local Rules). The Debtor, subject
to the provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, proposes to
pay Gowlings its customary hourly rates in effect from time to time as set forth in the Eustace
Affidavit. The Debtors submit that these rates are reasonable.
B. Scope and Terms of Engagement
10. The Debtors submit that Gowlings proposed retention satisfies the four
prerequisites for retention of counsel under 327(e) in that: (a) the proposed retention is for
specific purposes; (b) the proposed retention does not involve conducting the bankruptcy cases;

- 5 -
RLF1 6210319v. 1

(c) the proposed retention is in the best interest of the Debtors estates; and (d) Gowlings does
not hold or represent any interest adverse to the Debtors or their estates with respect to the
specific matters for which retention is sought.
11. The Debtors believe that the services of Gowlings are necessary for the effective
administrative of their bankruptcy cases. Subject to further order of this Court, Gowlings will
render the following professional services:
(a) provide legal services in connection with the recognition proceeding under the
CCAA, before the Ontario Superior Court of Justice (Commercial List) (the
Ontario Proceeding); and
(b) provide legal services which are reasonably necessary and appropriate to
advise and assist the Debtors with matters of Canadian law affecting the
Debtors, including, without limitation, in connection with the Chapter 11
Cases and the Ontario Proceeding.
12. Subject to Court approval, Gowlings will charge the Debtors for its professional
services as follows:
(a) Gowlings will charge its standard hourly rates (in Canadian dollars, or Cdn
$), which are presently as follows:
Attorneys Cdn $370-$750
Legal Assistants/
Document Clerks
Cdn $200-380

(b) In addition to the compensation for services rendered, Gowlings shall be
reimbursed for all reasonable out-of-pocket expenses incurred relating directly
to work performed for the Debtors. Examples of such expenses include travel,
lodging, meals, equipment and vehicle rental, clerical supplies and services,
and telephone, fax, photocopy and printing charges. Gowlings charges only
the amount actually incurred by Gowlings in connection with such items.
2


2
In accordance with the Local Rules, Gowlings charges $0.10 per page for standard duplication and printing.
Apart from any related toll charges, Gowlings does not charge its clients for incoming or outgoing fax facsimile
transmissions. Gowlings has a negotiated monthly rate for Westlaw computer-assisted legal research on certain
covered databases. This monthly discount is passed through pro rata to clients. Research in databases not covered
by this agreement are billed at full rates and passed through accordingly to clients. Computer-assisted legal research
is used whenever the researcher determines that using Westlaw is more cost-effective than using traditional (non-
computer assisted research) techniques.

- 6 -
RLF1 6210319v. 1

(c) To ensure compliance with all applicable deadlines and exigencies in the
Chapter 11 Cases, Gowlings will from time to time utilize the services of
overtime secretaries and may seek reimbursement for same. Gowlings does
not charge for secretarial and word-processing expenses incurred during the
normal working day.
(d) Gowlings will seek compensation of its fees and expenses on an interim and
final basis in accordance with 330(a), the Local Rules and other applicable
orders of the Court. Subject to the allowance of such fees and expenses by the
Court, the Debtors shall be liable for the payment of all fees earned and
expenses incurred by Gowlings in the course of its employment in this case.
(e) Gowlings professionals and paraprofessionals keep track of their billings in
six minute (.1 hour) increments with time charges allocated consistent with
the categories set forth by the U.S. Trustee.
13. Gowlings has advised the Debtors that it will charge costs and expenses in
accordance and consistent with the Local Rules and applicable guidelines promulgated by the
U.S Trustee (the UST Guidelines). Gowlings will periodically apply to this Court for
allowance of interim compensation for professional services rendered and reimbursement of
costs and expenses incurred in accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, the UST Guidelines and such other procedures as
may be fixed by order of this Court.
14. In the ninety (90) days preceding June 10, 2012, Gowlings received payments
from the Debtors in the amount of Cdn $181,762.16 (the Payments). All of the Payments, as
and when received in the ordinary course, were applied in the ordinary course to the then current
amount due to Gowlings for ongoing prepetition services rendered and expenses incurred, or
applied against subsequent invoices for prepetition services thereafter rendered and expenses
thereafter incurred. An accounting summary of payments made to Gowlings in the ninety (90)
days preceding June 10, 2012 is attached to the Eustace Affidavit at Attachment 1.
15. Given the numerous issues which Gowlings may be required to address in the
performance of its services hereunder, Gowlings commitment to this variable level of time and

- 7 -
RLF1 6210319v. 1

effort necessary to address all such issues as they arise, and the market prices for Gowlings
services and engagements of this nature in an out-of-court context as well as in chapter 11, the
Debtors agree that the fee arrangement is reasonable under the standards set forth in section
328(a) of the Bankruptcy Code.
16. Gowlings has neither shared nor agreed to share with any other person
compensation received or to be received in this case, other than as permitted by the Bankruptcy
Code.
17. Except as set forth below or in the Eustace Affidavit, the professionals at
Gowlings, to the best of the Debtors knowledge, do not represent any interest materially adverse
to the Debtors, its creditors, the United States Trustee, any person employed by the U.S. Trustee
or any other party in interest. Except as set forth below or in the Eustace Affidavit, the Debtors
believe that neither Gowlings nor any partner, counsel or associate of it has any current
connections with the Debtors, or the employees of the U.S. Trustee, nor represents any interest
adverse to the Debtors or their estates in the matters upon which Gowlings is to be employed.
18. Gowlings has informed the Debtors that it may have and may continue to provide
legal advice and/or have other relationships with parties other than the Debtors, but Gowlings
has informed the Debtors that it is not presently representing any party in connection with its
representation of the Debtors in these cases that has interests that conflict with those of the
Debtors. Given its diverse practice and client base, Gowlings may represent clients who are or
become creditors of the Debtors in matters unrelated to these Chapter 11 Cases. Gowlings will
not represent any person or entity in a transaction with the Debtors that may conflict with
Gowlings representation of the Debtors in these Chapter 11 Cases.

- 8 -
RLF1 6210319v. 1

C. Rule 5002
19. As set forth in the Eustace Affidavit, no director or associate of Gowlings is a
relative of, or has been so connected with, any judge of the bankruptcy court for this District.
Accordingly, the appointment of Gowlings is not prohibited by Bankruptcy Rule 5002.
Notice
20. No trustee, examiner or creditors committee has been appointed in these Chapter
11 Cases. The Debtors have provided notice of this Application to the following parties: (i) the
U.S. Trustee; (ii) counsel for the agent for the Debtors proposed debtor-in-possession lenders;
(iii) counsel for The CIT Group/Business Credit, Inc., as resigning agent under the Debtors first
lien credit agreement, counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1
Adviser L.L.C. and Spectrum Investment Partners LP, 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;
(v) proposed counsel to the Creditors Committee; and (vi) all other persons requesting notices.
The Debtors submit that no other or further notice need be provided.
No Prior Request
21. No prior request for the relief sought in this Application has been made to this or
any other court.
Conclusion
WHEREFORE, for the reasons set forth herein and in the Eustace Affidavit, the
Debtors respectfully requests that the Court enter an order, substantiall y in the form attached
hereto as Exhibit A, granting the relief requested herein and such other and further relief the
Court deems just and proper.
Dated: JulyQ , 2012
RLFI 6210319v. I
ALLIED SYSTEMS HOLDINGS, INC. ,
for and on behalf of itself and its affiliated Debtors
By
. ~ "?;? --:;
- ~ ~ ~
John F. Blount
Vice President, Chief Administrative Officer,
General Counsel
- 9-


RLF1 6240158v.1
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: August 28, 2012 at 11:00 a.m. (EDT)
Objection Deadline: July 27, 2012 at 4:00 p.m. (EDT)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on July 10, 2012, the above-captioned debtors
(collectively, the Debtors) filed the Application of Debtors for an Order Authorizing the
Retention and Employment of Gowling Lafleur Henderson LLP as Canadian Counsel to
Debtors Nunc Pro Tunc to June 10, 2012 (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 July 27, 2012 at 4:00 p.m. (Eastern
Daylight Time).
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,
if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy

1
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

2
RLF1 6240158v.1
Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor,
Courtroom 6, Wilmington, Delaware 19801 on August 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.

3
RLF1 6240158v.1
Dated: July 10, 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

-and-

Jeffrey 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


RLF1 6210319v. 1
EXHIBIT A


RLF1 6210319v. 1
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)

Re: Docket No. ____
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF
GOWLING LAFLEUR HENDERSON LLP AS CANADIAN COUNSEL TO
DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
This matter coming before the Court on the Application of Debtors for an Order
Authorizing the Retention and Employment of Gowling Lafleur Henderson LLC as Canadian
Counsel to Debtors Nunc Pro Tunc to June 10, 2012 (the Application); and the Court having
reviewed the Application; and the Court finding that (a) the Court has jurisdiction over this
matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core proceeding pursuant to 28 U.S.C.
157(b)(2)(A) and (c) notice of this Application was sufficient under the circumstances; and the
Court having considered the affidavit of Christopher J. Eustace (the Eustace Affidavit) in
support of the Application; and the Court having determined that the legal and factual bases set
forth in the Application and the Eustace Affidavit establish just cause for the relief granted
herein; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED, as set forth herein.

1
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

- 2 -
RLF1 6210319v. 1

2. The Debtors shall be, and hereby are, authorized to employ and retain Gowlings
2

as its Canadian counsel pursuant to sections 327(e) and 328(a) of the Bankruptcy Code on the
terms described in the Application.
3. Gowlings shall be compensated in accordance with the procedures set forth in
sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules and
any other such procedures as may be fixed by order of this Court.
4. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h), the terms
and conditions of this Order shall be immediately effective and enforceable upon its entry.
5. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
6. The Court shall retain jurisdiction over any and all issues arising from or related
to the implementation and interpretation of this Order.
Dated: _________________, 2012
Wilmington, Delaware

________________________________________________
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE

2
Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in
the Application.

RLF1 6210319v. 1
EXHIBIT B
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ln re: Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et a/.,
1
Case No. 12-11564 (CSS)
Debtors. (Jointly Administered)
AFFIDA VlT OF CHRISTOPHER J. EUSTACE IN SUPPORT OF APPLICATION
OF DEBTORS FOR AN ORDER AUTHORIZING THE RETENTION AND
EMPLOYMENT OF GOWLING LAFLEUR HENDERSON LLP AS CANADIAN
COUNSEL TO DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
Pursuant to Rule 20 14(a) of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules"), Christopher J. Eustace, being duly sworn, deposes and says:
I. I am a pat1ner of Gowling Lafleur Henderson LLP, ("Gowlings") a law firm with
a place of business at 1 First Canadian Place, Suite 1600, I 00 King Street West, Toronto,
Ontario. I am duly authorized to make this Affidavit (the "Affidavit") on behalf of Gowlings. I
submit this Affidavit in support of the Application (the "Application") of Allied Holdings, Inc. ,
et. at., as debtors and debtors in possession herein (collectively, the "Debtors") to retain
Gowlings as Canadian Counsel in these chapter I I cases (the "Chapter 11 Cases") nunc pro
tunc to June I 0, 2012. The facts set forth in thi s Affidavit are personally known to me and, if
called as a witness, I could and would testify thereto.
2. The services my firm proposes to render to the Debtors include the services
described in 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, arc: Al li ed Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-220 I 081 ); Allied Freight Broker LLC (59-2876864); All ied Systems (Canada) Company (90-
0169283): Allied Systems, Ltd. (L.P.) (58-1 7 10028); Axis Areta, LLC (45-5215545); Axi s Canada Company
(875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cord in Transport LLC (38- 1985795): F.J. Boutel l Driveaway LLC (38-03651 00); GACS Incorporated
(58-1 944786); Logisti c Systems, LLC (45-424 175 1 ); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31 -0961359); Transpott Support LLC (38-2349563); and Terminal Services LLC (9 1-
0847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, At lanta, Georgia 30345.
RLFI 6210319v. I
3. Because of Gowlings' experience and knowledge in providing services of the
nature for which Gowlings' retention is sought in these Chapter ll Cases, Gowlings is uniquely
qualified to serve the Debtors in these Chapter II Cases in an efficient and cost-effective
manner. Gowlings has provided identical or substantially similar services in other Chapter 11
Cases in a variety of other jurisdictions.
4. Neither I, Gowlings, nor any shareholder of, associate of, or counsel to Gowlings
represents any entity other than the Debtors in, or in connection with, the Debtors' Chapter II
Cases.
5. Prior to June 10, 2012, and during the ninety (90) days preceding June 10, 2012,
certain of the Debtors paid to Gowlings for prepetition services and out-of-pocket expenses
rendered or incurred in connection with its representation of the Debtors the aggregate amount of
Canadian $181,762.16 (the "Payments"). All of the Payments, as and when received in the
ordinary course, were appl ied in the ordinary course to the then current amount due to Gowlings
for ongoing prepetition services rendered and expenses incurred, or applied against subsequent
invoices for prepetition services thereafter rendered and expenses thereafter incun-ed. Included
in the Payments was Canadian $75,000.00 in retainer payments paid by certain of the Debtors in
anticipation of the commencement of these Chapter II Cases, which was applied to fees and
expenses incurred from June 1, 2012 to June 9, 2012. An accounting summary of payments
made to Gowlings and amounts incun-ed by Gowlings in the ninety (90) clays preceding June 10,
2012 is attached hereto as Attachment 1.
6. To the best of my knowledge, information, and belief formed after reasonable
inquiry, other than in connection with this case, neither I nor Gowlings has any connection or
interest (as such terms are defined in Section 10 I (14) of the Bankruptcy Code and Bankruptcy
RLFI 6210319v. I
Rule 2014 (a)) with (i) the Office of the United States Trustee or (ii ) attorneys, accountants or
other professionals representing the Debtors, except that Gowlings may have appeared from time
to time in the past, and may appear in the future, in other cases or matters unrelated to the
Debtors or their Chapter I I Cases where one or more of such parties may have been or may be
involved. Gowlings does not have any relationship with any such entities that would be adverse
to the Debtors or their estates in the matters upon which Gowlings is to be employed in these
cases.
7. Neither I, Gowlings, nor any attorney of Gowlings, insofar as I have been able to
ascertain, has in the past represented the Debtors' largest creditors, any significant beneficiaries
of the Debtors (holding 5% or more of the beneficial interests in the Debtors) or any Interested
Party (as defined below), except as set fm1h herein. Gowlings has researched its client database
to determine whether it has any relationships with the following enti ties (collecti vely, the
"Interested Parties"):
(a) the Debtors;
(b) the agent for and lenders m the Debtors' senior secured first priority credit
faci lities;
(c) the agent for and lenders in the Debtors' senior secured second priority credit
faci lities;
(d) the Debtors' major customers;
(e) the Debtors' labor unions representing the Debtors' employees;
(f) the Debtors' pension funds for which the Debtors' employees are participants or
beneficiaries;
(g) the Debtors' liability and property insurers;
(h) the Debtors' depository and letter of credit banks;
(i) the Debtors' landlords for the Debtors' terminal locations;
(j) the Debtors' utility providers;
RLFI 62103 19v. I
(k) the Debtors' officers and directors;
(I) the professionals representing the Debtors and other interested parties m the
Chapter 1 I Cases; and
(m) those other creditors and patties in interest listed on Attachment 2 hereto.
8. The identities of the Interested Parties were provided to Gowlings by counsel for
the Debtors and are listed on Attachment 2 hereto. My review of the results of the search of our
client database with regard to the Interested Pmties, along with my communications with certain
of my fellow lawyers at Gowlings indicates that Gowlings previously represented: (i) those
entities listed on Attachment 3 hereto; or (ii) their parent companies, subsidiaries or affiliates
listed on Attachment 4 hereto; in connection with matters totally unrelated to the Debtors or
their Chapter I I Cases.
9. Gowlings' conflict check system is designed to include: (i) every active matter on
which Gowlings is engaged, (ii) every closed matter on which Gowlings has been engaged, (iii)
the entity by which it is now or has been engaged, and (iv) the attorney at Gowlings that is
knowledgeable about the matter. It is the policy of Gowlings that no new matter may be
accepted or opened within the firm without completing and submitting to those charged with
maintaining the conflict check system the information necessary to check each such matter for
conflicts, including the identity of the prospective client, the matter, and any adverse parties.
Accordingly, the database is updated for every new matter unde1taken by Gowlings. The scope
of the system is a function of the completeness and accuracy of the information submitted by the
attorney opening a new matter.
10. To the best of my knowledge, no partner or associate of Gowlings is a relative of:
or has been so connected with, any judge of the Bankruptcy Court for the District of Delaware.
RLFI 6210319v. I
Accordingly, I understand that the appointment of Gowlings is not prohibited by Bankruptcy
Rule 5002.
11. As part of its practice, Gowlings appears in cases, proceedings, and transactions
involving many different attorneys, accountants, financial consultants, and investment bankers,
including other professionals representing the Debtors. In certain instances, such professionals
may be the client of Gowlings. All of the other cases, proceedings and transactions in which
professionals representing the Debtors or other parties in interest are also involved are totally
unrelated to the Debtors and these Chapter 11 Cases.
12. The Debtors have several creditors and parties in interest. I anticipate that a
review of Gowlings' client database with regard to all of the Debtors' creditors and parties in
interest would disclose that Gowlings previously represented and/or currently represents one or
more creditors or parties in interest in addition to those Interested Parties who are specifically
identified in paragraph 7 of this Affidavit. My review of the results of the search of our client
database indicates and communication with our current attorneys indicates, however, that any
such other representation of a creditor or pa11y in interest would have been or would be in
connection with matters totally unrelated to the Debtors or their Chapter 11 Cases.
13. Despite the efforts described above to identify and disclose Gowlings'
connections with the Interested Parties, and because Gowlings operates a law firm having over
seven hundred (700) lawyers and hundreds of professional stati in seven offices across Canada
and three offices in each of Moscow, London and Beijing, and because the Debtors are part of an
international enterprise with hundreds of creditors and other relationships, I am unable to state
with ce11ainty that every client representation or connection has been disclosed. In this regard, if
RLFI 62103 19v. I
I discover additional information that requires disclosure, I will fil e a supplemental affidavit with
the Court as promptly as possible.
14. To the best of my knowledge, information, and belief formed after reasonable
inquiry, neither I nor Gowlings holds or represents any interest adverse to the Debtors' estates.
15. The Debtors have consented to the continued and future representation by
Gowlings of persons and entities who are creditors or parties in interest in these Chapter 11
Cases on matters unrelated to the Debtors and these Chapter 11 Cases, and has waived any
conflict that might otherwise exist as a result of such other unrelated representations.
16. Subject to the Court's approval of the Application, Gowlings will earn and
receive only those fees and other payments authorized by this Court.
17. The current standard hourly rates of lawyers resident in Gowlings' office range
from a low of Canadian Three Hundred and Seventy dollars Cdn $370.00 per hour for junior
lawyers to as much as Canadian Seven Hundred and Fi fty dollars Cdn $750.00 per hour for
certain senior partners, and the current standard hourly rates of legal assistants and document
clerks resident in Gow1ings' office range from a low of Canadian Two Hundred dollars Cdn
$200.00 per hour to a high of Canadian Tlu-ee Hundred and Eighty dollars Cdn $380.00 per hour.
The firm's standard hourly rates are subj ect to adjustment annually as of January 1 of each year.
18. Gowlings also charges its clients in all areas of practice for all other expenses
incuned in connection with the client' s case. The expenses charged to a client's case include,
among other things long distance telephone charges, regular mail and express mail charges,
special or hand delivery charges, document processing charges, printing and photocopying
charges, travel expenses, expenses for "working meals", computerized research charges and non-
ordinary overhead charges such as secretarial and other overtime. Gowlings will charge the
RLFI 6210319v. I
Debtors for these expenses in a manner and at rates consistent with charges made generally to
Gowlings' other clients or as previously fixed by this Cout1. Gowlings believes that it is fair to
charge these expenses to the clients incurring them instead of increasing hourly rates and
spreading these expenses among all clients.
19. No agreement or understanding in any fom1 or guise exists between Gowlings and
any other person for a division of compensation for services rendered in or in connection with
these cases, and no such division of compensation prohibited by Section 504 of the Bankruptcy
Code will be made, except among partners of Gowlings. Gowlings has not shared or agreed to
share any compensation received in these cases with any entity other than its shareholders,
counsel, and associates. Accordi ngly, I believe the proposed employment of Gowlings is
appropriate under Secti on 327 of the Bankruptcy Code and is not prohibited by or improper
under Federal Rule of Bankruptcy Procedure 5002. Gowlings and the professionals it employs
are qualified to represent the Debtors in the matters for which Gowlings is proposed to be
employed.
I declare under penalty of perjury pursuant to 28 U.S.C. 1746 that the foregoing is true
and correct.
Executed on July 2012 at Toronto,
Subscribed and sworn to befi
of July, 20 12.
Notary Public
RLf-1 6210319v. I
Is/
Attachment 1
ACCOUNTING SUMMARY OF PAYMENTS
Date Transaction Amount Retainer Balance
06/06/ 12 Retainer received by Gowlings via wire $25,000.00 $25,000.00
transfer
06/06/ 12 Funds to pay outstanding invoices (as per $88,822.35 $25,000.00
below) received by Gowlings via wire transfer
08/06/12 Payment of outstanding invoice nos. 17472221, ($88,822.35) $25,000.00
17269719, 17323199, 17410841, 1 7 4 7 2 2 0 ~
17410844, 17472202, 17323210& 17410851
08/06/ 12 Funds to pay outstanding invoices (as per $17,939.8 1 $25,000.00
below) received by Gow1ings via wire transfer
08/06/12 Payment of outstanding invoice nos. 17490803 ($17,939.8 1) $25,000.00
and 17490804
08/06/ 12 Retainer received by Gowlings via wire $50,000.00 $75,000.00
transfer
12/06/ 12 Retainer amount applied to invoice no. ($75,000.00) $0
17499486 for fees and expenses associated
with services rendered by Gowlings from June
1, 20 12 through to and including June 9, 2012
RLFI 6210319v. I
Attachment 2
ATTACHMENT TO RULE 2014 STATEMENT
Agents and Lenders under Senior Secured First Priority Credit Faci lities
CIT Group
Yucaipa American Alliance Fund I, LP (CVY Holdings LLC)
Yucaipa American Alliance (Parallel) Fund I LP
Black Diamond CLO 2005- I 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 COO 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 Hi ll - Credit Capital Investments (Morgan Stanley))
Venture II COO 2002, Limited (MJX Asset Management)
Venture Ill CDO, Limited
Venture IV COO Limited
Venture V CDO, Limited
Venture VI CDO, Limited
Venture VII CDO Limited
Venture VI TI CDO Limited
Vista Leveraged Income Fund
Del Mar Master Fund, L TO (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 ofNew York Mellon
Major Customers (Automotive Group- U.S)
Ford Motor Corporation
Mitsubishi Fuso
UPS Autologistics
United Parcel Service
Izuzu Transport, Inc.
RLFI 6210319v. I
Major Customers (Automotive Group- Canada)
Hyunda Canada
Kia Canada
Nissan Canada
G lovis, Inc.
Mitsubishi Canada
Mazda Canada
Wilhelmsen Logistics
Prom ax
(Major Customers - Axis Group)
Ally Financial
Chrysler
Hertz
Enterprise
Avis
Manheim, Inc.
Adessa
Forty Largest Unsecured Creditors (Consol idated)
Central States, Southeast & Southwest Areas Pension Fund
Central States, Southeast & Southwest Areas Health & Welfare Fund
IBM Corporation
CSX Transportation
Ford Motor corp. (claims)
Royal & Sunalliance Insurance Canada
Michelin Tire, N.A. /Atlanta
National Union Fire Insurance
Tokio Marine & Niehido Fire Insurance (claims)
Manufacturers Life Insurance Co.- Waterloo
Apple Industrial Development Corp.
Ministre du Revenue
Toyota Motors Sales, Inc. (claims)
Chart is
Yec, Inc.
ORP-lbach Enterprises, LLC
GM ofCanada LTD CANG
PricewaterhouseCoopcrs, LLC
ADP, Inc.
Ryan
Receiver General - Ontario
Grant Thornton LLP
Com data Network, Inc.
RLFI 6210319v. I
- 2 -
Workers Compensation Board - Calgary
Sambur Limited
Clu-ysler 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 Tntst Fund
Western Conference of Teamsters Supplemental Benefit Fund
Southern States Savings and Retirement Fund
Freight Drivers Local Union No 557 Health & Welfare Fund
Freight Drivers Local Union No. 557 Pension Fund
Automobile Transporter Welfare Fund ofNew York
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
RLFI 621 03 19v. I
"' - .) -
New Hampshire Insurance Company
XL Specialty Insurance Co.
Liability and Property Insurers (Canada)
ATG 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 ofNova Scotia
Letter of Credit Banks (Secured)
WelJs 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
PPl 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
RLf' l 6210319v. I
-4-
687781 Alberta Limited
Canadian National Railway Company
Eco-Jndustrial Business Park, lnc.
Southern Railway of British Columbia Limited
Canadian Pacific Limited
Sambur Limited
John Ziner Lumber Limited
H.G.H. DeVelopments Ltd.
Canadian Pacific Railway Company
Auto Dealers Exchange
Wallen ius
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 ofNew York Department of Small Business Services
Litigat ion
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
RLFI 62 10319v. I
- 5 -
Significant Shareholders
Yucaipa American Alliance Fund I, LP
Yucaipa American Alliance (Parallel) Fund I LP
Directors
Derex Walker
Brian Cullen
Mark Gendregske
Ira Tochner
Jeff Pelletier
Executive Officers
Mark J Gendregske
Scott D. Macaulay
John F. Blount
Robert Ferrell
Keith Rentzel
Allied Attornevs
Troutman Sanders, LLP
Ogletree Deakins
Richards, Layton & Fingers, P.A.
Gowling Lafleur Henderson LLP (Canadian Counsel)
Allied Accountants and Financial Advisors
Price Waterhouse 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
RLFI 6210319v. I
- 6 -
Georgia Natural Gas Services
Integrys Energy Services ofNew York, Inc.
National Fuel
Erie County Water Authority
New York State Elec. & Gas
Enmax
Direct Energy Regulated Services
Cal-Portisan
Hydro Quebec
Cayce, City (SC)
SCE&G
City of Cottage Grove (MN)
Xcel Energy - Northern States Power Comp.
DTE Energy
City of Dearborn (Ml)
EPCOR
United REMC
City ofFort Wayne (IN)
Northern Indiana Pub. Serv. Co.
Halifax Regional Water Commission
Nova Scotia Power
Public Water Supply District No. 2 - Liberty
Kansas Ci ty 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 N B 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.
RLFl 62 103 19v. I
- 7 -
BC Hydro
NSTAR
Town of Ashland (MA)
Enwin Utilities
Union Gas
City of Winnipeg (MB)
Manitoba Hydro
Duke Energy
City of Winston-Salem NC
Progress Energy
La Petrolicre
United Propane LLC
Dominion Virginia Power
Osterman Gas Service Inc.
City Water International Jnc.
Amerigas-Pittsburgh
Puget Sound Energy
AT&T
Granite Telecommunications
Sprint
Yerizon
Infinite Conferencing Inc.
Compton Communications
Megapath Networks Inc.
Century link
Front ier Telephone
Avaya, Inc.
Bell Aliant
Bell Canada
Bell Mobility
Bell Motor Express, Inc.
Kleinschmidt, Inc.
Roger Wireless, Inc.
ANX Ebusiness
Paetec
GXS
RLFI 62103 19v. I
- 8 -
Attachment 3
Client Name Relationship to the Debtor Area of Law
CIT Group Agents and Lenders under Financial Services
Senior Secured First Priority
Credit Facilities
Ford Motor Company Major Customers (Automotive Real Estate
Group- U.S) Business Law
Mitsubishi Major Customers (Automotive Intellectual Property
Group - U.S)
United Parcel Service* Major Customers (Automotive Real Estate
*0 hours billed within the last twelve
Group- U.S) Business Law
months
Advocacy
Hyundai Auto Canada Major Customers (Automotive Transfer Pricing Group
Group - Canada )
Kia Canada Inc.* Major Customers (Automoti ve Business Law
*0 hours bil led with in t he last t wel ve
Group - Canada ) Advocacy
mont hs
Nissan Canada Inc. Major Customers (Automoti ve Intellectual Property
Group - Canada ) Business Law
Advocacy
Mitsubishi Canada Limited* Major Customers (Automotive Information Technology
*0 hours bill ed within the last twelve
Group- U.S) Intellectual Property
months
f inancial Services
Business Law
Hodiwala Mazda* Major Customers (Automotive Business Law
Le Domaine Mazda* Group - U.S)
Pacific Mazda*
Guelph City Mazda*
Mazda Motor Manufacturing
(USA) Corp. *
*0 hours billed within the last t welve
months
Al ly Financial Inc. (Major Customers - Axis Intellectual Property
Group)
RLJ': I 62103 19v. I
Client Name Relationship to the Debtor Area of Law
IBM Corporation* Forty Largest Unsecured Intellectual Property
*0 hours billed within t he last twelve
Creditors (Consolidated) Business Law
mont h
CSX Transportation* Forty Largest Unsecured Business Law
*0 hours bi ll ed withi n the last t welve
Creditors (Consol idated)
months
Royal & Sun Alliance Forty Largest Unsecured Advocacy
Insurance Company of Canada Creditors (Consolidated) Business Law
National Union Fire Insurance Forty Largest Unsecured Advocacy
Company* Creditors (Consolidated)
*0 hours bi lled within t he last twelve
months
Manufacturers Life Insurance Forty Largest Unsecured Advocacy
Company Creditors (Consolidated)
Toyota Motor Sales, U.S.A. Forty Largest Unsecured Intellectual Property
Inc.* Creditors (Consolidated)
*0 hours billed wit hin t he last twelve
mont h
Chartis Insurance F 01ty Largest Unsecured Advocacy
Creditors (Consolidated)
General Motors of Canada Forty Largest Unsecured Intellectual Property
Limited Creditors (Consolidated) Advocacy
Business Law
PricewaterhouseCoopers Forty Largest Unsecured Financial Services
Creditors (Consolidated) Real Estate
Business Law
Allied Accountants and
Advocacy
Financial Advisors
Grant Thornton LLP Forty Largest Unsecured Financial Services
Creditors (Consolidated) Real Estate
Business Law
Advocacy
Comdata Network Inc.* Forty Largest U nsecmed Intellectual Property
*0 hours billed wit hi n t he last twelve
Creditors (Consolidated) Business Law
mont h
- 2 -
RLFI 621 031 9v. I
Client Name Relationship to the Debtor Area of Law
WSIB Forty Largest Unsecured Financial Services
Creditors (Consolidated) Real Estate
Business Law
Advocacy
Intemational Brotherhood of Unions Business Law
Teamsters and Teamsters
Canada*
*0 hours billed within the last twelve
months
Commercial & Industry Liability and Property Insurers Advocacy
Insurance Co. (U.S.)
Hartford Fire Insurance Liability and Property Insurers Advocacy
Company (U. S.)
JPMorgan Chase Bank, N.A.* Depositary Banks Financial Services
*0 hours billed within the last twelve
months
Bank of America Depositary Banks Financial Services
Business Law
Advocacy
The Bank ofNova Scotia Deposi tary Banks Financial Services
Business Law
Advocacy
Intellectual Property
Real Estate
Wells Fargo Bank* Letter of Credit Banks Financial Services
Wells Fargo Bank, National (Secured) Business Law
Association* Advocacy
*0 hours bill ed within the last twel ve
Real Estate
months
Union Pacilic Railway Terminal Landlords Advocacy
Company* Business Law
*0 hours billed wit hin the last twel ve
months
Norfolk Southem Railway Terminal Landlords Business Law
Company* Real Estate
"'0 hours billed within the last twelve
months
- 3 -
RLFI 6210319v. I
Client Name Relationship to the Debtor Area of Law
Canadian National Railway Terminal Landlords Business Law
Company* Real Estate
*0 hours billed withi n t he last twelve
Advocacy
mont hs
Southern Railway of British Terminal Landlords Business Law
Columbia
Canadian Pacific Railway Terminal Landlords Advocacy
Business Law
Intellectual Property
Insurance Auto Auctions, Inc. Terminal Landlords Advocacy
Troutman Sanders, LLP Allied Attorneys Intellectual Property
Allied Systems Holdings, Inc. Debtors Financial Services
Allied Automotive Group, Inc. Business Law
Allied Systems, Ltd. (L.P.) Intellectual Property
Allied Systems (Canada) Advocacy
Company
QAT, Inc.
RMXLLC
Transport Support LLC
F.J. Boutwell Driveaway LLC
Allied Freight Broker LLC
GACS Incorporated
Commercial Carriers, Inc.
Axis Group, Inc.
Axis Areta, LLC
Logistics Technology, LLC
Logistics Systems, LLC
CT Services, Inc.
Cordin Transport, LLC
Terminal Services, LLC
Axis Canada Company
Scott Macaulay* Executive Officers Financial Services
*indirect ly as counsel to Alli ed
Business Law
Systems (Canada) Company eta/.
John Blount* Executive Ot1icers Financial Services
*indirectly as cou nsel to All ied
Business Law
Systems (Canada) Company eta/.
Robert Ferrell * Executive Officers Financial Services
*indirectly as counsel to Allied
- 4 -
RLFI 621 03 19v. I
Client Name Relationshi p to the Debtor Area of Law
Systems (Canada) Company eta/.
Business Law
Keith Rentzel Executive Officers Financial Services
*indirectly as counsel to All ied
Business Law
Systems (Canada) Company eta/.
Latham & Watkins Attorneys for Parties in Financial Services
Interest Business Law
Intellectual Property
Osler , Hoskin & Harcourt Attorneys for Parties in Transfer Pricing Group
LLP* Interest Business Law
*0 hours billed within the last twelve
Intellectual Property
months
Schulte, Roth & Zabel LLP* Attorneys for Parties in Business Law
*0 hours billed with in the last twelve
Interest Intellectual Property
months
Hydro Quebec* Utilities Business Law
*0 hours billed within the last twelve
months
Nova Scotia Power Inc. Utilities Business Law
London Hydro Inc.* Utilities Intellectual Property
*0 hours billed within the last twelve
mont hs
Union Gas Ltd. * Utilities Business Law
*0 hours billed within the last twelve
Advocacy
months
SaskEnergy Incorporated* Utili ties Intellectual Property
*0 hours billed within the last twelve
months
Superior Propane Utilities Business Law
Advocacy
British Columbia Hydro and Utilities Business Law
Power Authority
Enwin Utilities Ltd. * Utilities Business Law
*0 hou rs billed within the last twelve
months
- 5-
RLFI 6210319v. I
Client Name Relationship to the Debtor Area of Law
City of Winnipeg* Utilities Business Law
*0 hours billed within the last t welve
months
Manitoba Hydro Utilities Intellectual Property
Advocacy
Duke Energy* Utilities Business Law
*0 hour s billed wit hin the last twelve
Advocacy
months
AT&T Utilities Intellectual Property
Business Law
Advocacy
Avaya Inc.* Utilities Business Law
*0 hours billed wit hin t he last twelve
months
Bell Canada Utilities J ntellectual Property
Business Law
Advocacy
Bell Mobili ty Utilities Intellectual Property
Business Law
Advocacy
- 6 -
RLfol 62103 19v. I
Attachment 4
Client Name Relationship to the Debtor Area of Law
CIT Financial Agents and Lenders under Financial Services
CIT Financial (Alberta) ULC Senior Secured First Priori ty Business Law
CIT Equipment Financing* Credit Facilities
CIT Financial Ltd.*
C.I.T. Technology Group
Inc.*
CIT Group Commercial
Services*
CIT Business Credit Canada
Inc.*
CIT Group Securities
(Canada) Inc.*
The CIT/Factoring
Manufacturing Hanover, Inc.*
o hours billed withi n t he last twehe
months
Black Diamond Group Agents and Lenders under Securi ties
Limited Senior Secured First Priori ty Intellectual Property
Black Diamond Capital Credit Facilities Business Law
Management, L.L.C.
Black Diamond
Spectrum-Canada Mortgage Agents and Lenders under Financial Services
Services Inc. Senior Secured First Pri ority Business Law
Spectrum-Canada Capital Credit Facilities
(2002) Corporation
Spectrum Group of
Companies*
Spectrum Management
L.L.C.*
Spectrum Management Inc.*
The Spectrum Group*
o hours bill ed with in the last twelve
months
JPMorgan Asset Management Agents and Lenders under Financial Services
(Canada) Inc. Senior Secured f- irst Priority Business Law
JPMorgan Asset Management Credit facilities
JPMorgan Al RRO India
Sidecar Fund Cayman, L. P.
JPMorgan Chase Bank, N.A.
J PMorgan Chase Bank, N.A. ,
Toronto Branch
RLF I 62 103 19v. I
Client Name Relationship to the Debtor Area ofLaw
J.P. Morgan Europe Limited
J.P. Morgan Commodities
Canada Corporation
J.P. Morgan Distressed Debt
Opportunities Fund Ltd.
J.P. Morgan Institutional
Offshore Special L. P.
J.P. Morgan China Private
Equity Fund L.P.
JPMorgan Chase & Co.*
JPMorgan Asia Private Equity
Fund LLC*
JPMorgan U.S. Corporate
Finance Institutional Offshore
Investors IV L.P. *
J.P. Morgan & Co.
Incorporated*
J.P. Morgan Partners, LLC*
J.P. Morgan Partners Global
Investors (Selldown), L.P. *
J.P. Morgan Partners Global
Investors (Selldown) )[, L. P.*
J.P. Morgan TALF
Opportunity Fund*
J.P. Morgan Secondary
Private Equity Investors
Offshore Special L. P. *
J.P. Morgan Global Maritime
Investment Fund*
J.P. Morgan Global Maritime
Investment Fund feeder LP*
*0 hours bi lled within t he lnst twelve
months
Tralee Investments Ltd* Agents and Lenders under Advocacy
o hours billed within the lnst twelve
Senior Secured First Primity
months
Credit Facilities
- 2 -
RLFI 62 10319v. I
Client Name Relationship to the Debtor Area of Law
Morgan Stanley Investment Agents and Lenders under Financial Services
Management* Senior Secured First Priority Business Law
Morgan Stanley Services Credit Faci lities Intellectual Property
Canada Corp.*
Morgan Stanley Group Inc.*
Morgan Stanley International*
Morgan Stanley*
*0 hou rs billed within the last twelve
mont hs
Ford Motor Company or Major Customers (Automotive Intellectual Property
Canada, Limited Group - U.S) Business Law
ford Global Technology LLC Advocacy
Ford Motor Credit Co.
Ford Motor Credit Company*
*0 hours billed wit hin the last t welve
months
Mitsubishi Heavy Industries Major Customers (Automotive Information Technology
Mitsubishi Motor Sales of Group - U.S) Intellectual Property
Canada Financial Services
Mitsubishi Canada Limited* Business Law
Mitsubishi International
Corporation*
*0 hours billed within the last t welve
months
UPS Systems* Major Customers (Automotive Real Estate
UPS Logistics Group* Group- U.S) Business Law
Uni ted Parcel Service, Inc.* Advocacy
United Parcel Service Canada
Ltd.*
UPS Freight*
*0 hours bi ll ed wit hin the last twelve
months
Hyundai Auto Canada Major Customers (Automotive Transfer Pricing Group
Hyundai Merchant Marine Group- Canada ) Intellectual Property
(America), Inc. Busi ness Law
Hyundai Hysco Co., Ltd.* Advocacy
Hyundai Electronics America*
*0 hours bill ed within the last t welve
months
Nissan Extended Services Major Customers (Automotive Intellectual Property
Company Ltd. Group - Canada ) Business Law
The Nissan Canada Advocacy
- 3 -
RLFl 62103 19v. 1
Client Name Relationship to the Debtor Area of Law
Foundation
Nissan Motor Co., Ltd.
Downtown Nissan Toronto
Limited*
Nissan Automobile Company
(Canada) Limited*
Nissan Canada Finance Inc.*
Scarborough Nissan ( 1989)
Limited*
Nissan Forklift Corporation,
North America*
Ni ssan North America-
Smyrna*
Nissan North America, Inc. *
Richmond Nissan Ltd.*
Brantford Nissan Inc.*
Nissan Europe S.A.S.*
*0 hours billed within the last twelve
months
Chrysler Holding LLC (Major Customers - Axis Intellectual Property
Chrysler Canada Inc. Group) Business Law
Chrysler Insurance Company Advocacy
Chrysler Financial Services Real Estate
Canada Inc.
Agincourt Chrysler Plymouth
Motors Inc.
Eastway Plymouth Chrysler
Limited
Chrysler Systems Canada
Ltd. *
Chrysler Total Credit
Recovery Ltd.*
Ontario Chrysler ( 1977) Ltd.*
Chrysler Canada Ltd.*
Chrysler Insurance Company*
Chrysler Credit Corporation*
Chrysler Credit Canada Ltd.*
Chrysler Credit Holdings
Ltd.*
Chrysler Capital Company
LLC*
Chrysler financial Company*
*0 hours bill ed wi thin the last twelve
months
- 4 -
RLFI 62 103 19v. I
Client Name Relationship to the Debtor AreaofLaw
Hertz Canada Limited* (Major Customers - Axis Business Law
Hertz Corporation* Group) Advocacy
I-Iei1Z Finance Canada Co.
Ltd.*
Hertz Canada Ltd.*
o hours billed within the last twelve
months
Enterprise Rent A Car Canada (Major Customers - Axis Business Law
Limited* Group)
o hour s billed wit hin t he last twelve
months
A vis Rent-A-Car* (Major Customers - Axis Business Law
*0 hour s billed within the last twelve
Group)
months
IBM Canada Ltd. Forty Largest Unsecured Intellectual Property
IBM Global Credit* Creditors (Consolidated) Business Law
IBM Global Services* Advocacy
IBM Products Canada Inc. * Financial Services
IBM Canada Credit Services
Company*
IBM CS Systems Canada
Inc.*
IBM Corporation NY*
*0 hours billed within the last twelve
months
CSX Corporation* Forty Largest Unsecured Business Law
CSX Intetmodal Inc.* Creditors (Consolidated) Financial Services
CSX International*
*0 hours bill ed within the last twelve
months
Royal & Sun Alliance Forty Largest Unsecured Advocacy
Insurance Company* Creditors (Consolidated) Business Law
Sun Alliance Insurance
Company*
*0 hours billed within the last twelve
months
Michelin Ti re Corporation* Forty Largest Unsecured Intellectual Property
Michelin Tire* Creditors (Consolidated)
*0 hour s billed wi thi n the last twelve
months
- 5 -
RLFI 6210319v. I
Client Name Relationship to the Debtor Area of Law
National Union Insurance Forty Largest Unsecured Advocacy
Group* Creditors (Consolidated)
*0 hours billed wit hin t he last twelve
mont hs
The Tokio Marie and Fire Forty Largest Unsecured Advocacy
Insurance Co. Ltd. Creditors (Consolidated)
Toyota Canada Inc. Forty Largest Unsecured Advocacy
Toyota Technical Creditors (Consolidated) Intellectual Property
Development Corporation Business Law
Toyota Motor Manufacturing
Canada Inc.
Toyota Motor Manufacturing
North America
Ontario Toyota Dealers
Advertising Association
Toyota Canada Foundation
Toyota Motor Engineering &
Manufacturing North
America*
Toyota Techno Service Corp.*
Toyota Credit Canada Inc.*
*0 hours billed wit hin t he last twelve
months
Chartis Insurance Company of Forty Largest Unsecured Advocacy
Canada* Creditors (Consolidated)
*0 hours bill ed within the last twelve
mont hs
General Motors Fot1y Largest Unsecured Intellectual Property
General Motors Corporation Creditors (Consolidated) Advocacy
GMAC Residential Funding
Business Law
ofCanada, Limited
General Motor Acceptance
Corp. of Canada Ltd.
PricewaterhouseCoopers, LLP Forty Largest Unsecured Financial Services
Price Waterhouse Creditors (Consolidated) Real Estate
Price Waterhouse Limited*
Business Law
Price Waterhouse Limited
Allied Accountants and Advocacy
(Toronto)*
Financial Advisors
*0 hours billed within t he last twelve
months
- 6 -
RLf'l 62103 I 9v. I
Client Name Relationship to the Debtor Area of Law
ADP Canada Co. Forty Largest Unsecured Business Law
ADP Investor Creditors (Consolidated)
Communications Corporation
ADP Dealer Services
ADP Dealer Services UK
Limited*
ADP P2P Canada, Inc.*
ADP Brokerage Services*
ADP Development Inc.*
*0 hours bill ed within the last t welve
months
Grant Thornton Limited Forty Largest Unsecured Financial Services
Grant Thornton Corporation Creditors (Consolidated) Real Estate
Finance Inc. Business Law
Advocacy
Workplace Safety and Forty Largest Unsecured Financial Services
Insurance Board Creditors (Consolidated) Real Estate
WSIB Business Law
Advocacy
Cintas Corporation Forty Largest Unsecured Real Estate
Creditors (Consolidated)
Teamsters Canada Unions Business Law
International Brotherhood of
Teamsters and Teamsters
Pension Funds
Canada*
*0 hours billed within the last t welve
mont hs
Commercial & Industry Liabi lity and Property Insurers Advocacy
Insurance Company of (U.S.)
Canada*
*0 hours billed within t he last twelve
mont hs
Continental Casualty Liability and Property Insurers Advocacy
Company* (U.S.)
*0 hours bill ed within the last t welve
months
AIG (American International Liability and Property Insurers Advocacy
Group, Inc.) (Canada)
AI G Insurance*
AIG Assurance*
- 7 -
RI.FI 6210319v. I
Client Name Relationship to the Debtor Area of Law
AIG Claim Services Inc.*
ATG Life of Canada*
AIG Europe (UK) Ltd.*
AIG United Guaranty*
"'0 hours bill ed wit hin t he last twelve
months
Bank of America Canada* Depositary Banks Fi nancial Services
Bank of America Strategic Business Law
Solutions, Inc.* Advocacy
Bank of America National
Association Canada Branch*
Bank of America Canada
Mtge. Corp.
*0 hours bill ed with in t he last twelve
mont hs
Scotia Bank Depositary Banks Financial Services
Scotia Capital Business Law
Advocacy
Intellectual Property
Real Estate
Wells Fargo Financial Letter of Credit Banks Financial Services
Corporation (Secured) Business Law
Wells Fargo Canada
Advocacy
Corporation
Real Estate
Wells Fargo & Company
Wells Fargo Financial, Inc.*
Wells Fargo Equipment
Finance Company*
Wells Fargo Bank New
Mexico*
Wells Fargo Brokerage
Services, LLC*
Well s Fargo Equipment
Finance, Inc.*
Wells Fargo Equipment
Finance Company*
Wells Fargo Foothi ll *
Wells Fargo Capital Finance
Corp. Canada*
*0 hours billed wit hin t he last twelve
months
- 8 -
RLf' l 6210319v. I
Cli ent Name Relationship to the Debtor Area of Law
Union Pacific Resources Inc.* Tenninal Landlords Advocacy
Union Pacific Rail Road* Business Law
*0 hours bill ed wit hin the last t welve
months
Regus Busi ness Centre Ltd.* Terminal Landlords Business Law
*0 hours bi ll ed within the last twelve
months
Norfolk Southern Corp.* Terminal Landlords Business Law
*0 hours bill ed within the last twelve
Real Estate
months
Canadian Pacitic* Terminal Landlords Advocacy
*0 hours bi ll ed within the last twelve
Business Law
months
Intellectual Property
Norfolk and Western Terminal Landlords Business Law
Railway*
*0 hours billed within the last t welve
months
Rothschild (Canada) Allied Accountants and Business Law
Securities Inc. Financial Advisors Intellectual Prope1ty
Rothschild Canada Inc.*
*0 hours billed wit hin t he last twelve
months
lntegrys Energy Group, Inc.* Utilities Advocacy
Integrys Services, Inc.* Intellectual Property
*0 hours billed wi thin the last twelve
months
National Fuel Exploration Utilities Advocacy
Corp. Business Law
National Fuel Gas Company* Real Estate
National Fuel Gas Distribution
Corporation*
*0 hours billed within the last twelve
months
Enmax Corporation Utilities Advocacy
Enmax Energy Corporation* Business Law
En max Encompass Inc.* Intellectual Property
Enmax Green Power Inc.*
*0 hours bi lled within the last twelve
months
- 9 -
RLFI 62103 19v. I
Client Name Relationship to the Debtor Area of Law
Direct Energy Marketi ng Utilities Advocacy
Limited Financial Services
DTE Energy Technologies* Utilities Advocacy
DTE Industries Limited* Business Law
o hour s billed within the last twelve
Intellectual Property
months
Hilco/Great America Group* Utilities Business Law
*0 hours billed wi thin t he last twelve
months
Entergy Power Group* Utili ties Business Law
o hours billed wit hin t he last twelve
months
FPL Energy Power Marketing Utili ties Business Law
Inc.
Fortis Inc. Utilities Business Law
FortisBC Holdings Inc. Intell ectual Property
FortisAiberta Inc.
Fortis Properties Inc.
Fortis IP Ltd.
Terasen Gas Inc.
FortisOntario Inc.*
Fortis Hydro Corporation*
*0 hour s billed wit hi n the last twelve
months
Centra Gas Manitoba lnc. * Utili ties Advocacy
"0 hours billed within the lnst twelve
mont hs
Duke Energy Trading and Utilities Business Law
Marketing, L.L.C. * Advocacy
Union Gas at Duke Energy
Company*
Duke Energy Midstream
Services Ltd. *
Duke Energy Services Canada
Ltd.*
o hours billed within t he lnst twelve
months
- I 0 -
RLf'l 62103 19v. I
Client Name Relationship to the Debtor Area ofLaw
Progress Energy Resources Utilities Business Law
Corp. *
*0 hours bi ll ed within the last twelve
months
AmeriGas Propane, L.P. Utilities Business Law
AT & T Canada Telecom Utilities Intellectual Property
Services Company Business Law
AT&T Canada* Advocacy
AT&T Corp. *
AT&T Enterprises Canada
Co.*
AT&T Communications*
AT&T Broadband, LLC*
AT&T Global Network
Services*
AT&T Thrifty*
AT&T Services, Inc. *
"'0 hours billed withi n the last twelve
months
Spri nt Canada Inc.* Utilities Business Law
Sprint Nextel Corporation* Financial Services
Sprint International * Advocacy
o hours billed within the last t welve
months
V eri zon Yell ow Pages Utilities Business Law
Company* Intellectual Property
Verizon Corporate Services
Group Inc.*
"' 0 hours billed within the last twelve
months
Bell Aliant Regional Utilities Intellectual Property
Communications, L.P. Business Law
Advocacy
Bell Media, Inc. Utilities Intell ectual Property
Bell ExpressYu Inc. Business Law
Bell Di stribution Inc. Advocacy
- I I -
RLFI 6210319v. I