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UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


------------------------------------------------------------------------------------------X
In re:
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
Debtor.
X
Chapter 11
Case No. 12-11564 (CSS)
(Jointly Administered)
Hearing Date: August 28, 2012 at 11:00 a.m.
Objection Deadline: July 12, 2012 at 4:00p.m.,
Extended by Debtors' Consent to July 27, 2012 at
4:00p.m.
Re: Docket No. 173
LIMITED OBJECTION OF THE PETITIONING CREDITORS
TO DEBTORS' APPLICATION PURSUANT TO 11 U.S.C. 327 AND 328,
FED R. BANKR. P. 2014 AND 2016 AND DEL. BANK. L.R. 2014-1 AND 2016-1
FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF
ROTHSCHILD INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER
FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
The Petitioning Creditors, BDCM Opportunity Fund II, LP, ("BDCM"), Black Diamond
CLO 2005-1 Ltd. ("Black Diamond"), and Spectrum Investment Partners, L.P. ("Spectrum"; and
collectively with BDCM and Black Diamond, the "Petitioning Creditors"), in their capacity as
lenders under the Credit Agreements (as defined below), by and through their undersigned
counsel, hereby submit this limited objection (the "Limited Objection") to the Debtors'
application (the "Application") seeking the entry of an order pursuant to Sections 327(a) and 328
of the Bankruptcy Code authorizing the Debtors to retain Rothschild Inc. ("Rothschild") as
financial advisor and investment banker to the Debtors. In support of this Limited Objection, the
Petitioning Creditors respectfully state as follows:
1
The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the
Debtors, are: Allied Systems Holdings, Inc. (0550) ("Allied"); Allied Automotive Group, Inc. (1081); Allied Freight
Broker LLC (6864); Allied Systems (Canada) Company (2252); Allied Systems, Ltd. (L.P.) (0028) ("Systems");
Axis Areta, LLC (5545); Axis Canada Company (2434); Axis Group, Inc. (4628); Commercial Carriers, Inc. (6930);
CT Services, Inc. (8187); Cordin Transport LLC (5795); F.J. Boutell Driveway LLC (5100); GACS Incorporated
(4786); Logistic Systems, LLC (1751); Logistic Technology, LLC (2057); QAT, Inc. (6863); RMX LLC (1359);
Transport Support LLC (9563); and Terminal Services LLC (7582). 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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SUMMARY OF LIMITED OBJECTION
2
1. The Debtors have requested that the Court authorize Rothschild's retention on the
terms set forth in the Engagement Letter which, in the absence of a liquidation of the Debtors,
will virtually guarantee Rothschild payment of a Completion Fee in an amount not less than
$1.75 million, and possibly as much as $2.5 million. Payment of the Completion Fee would be
fixed (and benefit from the Carve-Out under the "Final DIP Order")
3
regardless of (a) what
contribution, if any, Rothschild provides towards the consummation of the Transaction or the
confirmation and effectiveness of the Plan, (b) the value of the consideration received in
connection with any such Transaction or Plan, or (c) the recoveries received by creditors as a
result of such Transaction or any Plan. The Petitioning Creditors do not challenge Rothschild's
qualifications or the Debtors' need to retain an investment banker and financial advisor. Nor
would the Petitioning Creditors object to an appropriately structured fee that could be earned by
Rothschild for actual services performed. However, the Petitioning Creditors do object to fees
being "earned" in circumstances where the occurrence of the Transaction or the confirmation and
effectiveness of the Plan do not result from the services performed by Rothschild. Thus, the
Engagement Letter should be modified to provide that Rothschild will only earn (and thus be
entitled to payment of) a Completion Fee or New Capital Fee if its contribution demonstrably
warrants such payment.
2. Consistent with the foregoing, the Petitioning Creditors object to the Debtors'
request to retain Rothschild under Section 328 of the Bankruptcy Code, rather than Section 330.
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Rothschild
Application.
3
"Final DIP Order" means Final Order Pursuant to 11 U.S.C. 105, 361, 363(c), 364(c)(l), 364(c)(2), 364(c)(3),
364(d)(1), 364(e), 503(b) and 507(a), Fed.R. Bank. P. 2002,4001 and 9014 and Del. Bankr. L.R. 4001-2:
Authorizing Debtors to (A) Obtain Postpetition Secured DIP Financing and (B) Use Cash Collateral; (II) Granting
Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate
Protection to Prepetition Secured Lenders; and (IV) Modifying Automatic Stay dated July 12, 2012 [D.I. 230]. See
Section 11 Carve Out.
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Under the circumstances of these cases particularly, this Court and all parties-in-interest should
have the benefit of knowing the actual facts and circumstances (and outcome) before committing
the Debtors' estate to payment of substantial fees that would thereafter likely not be subject to
reconsideration or review.
3. The proposed terms for payment of the Completion Fee are particularly troubling.
For example, as proposed, Rothschild would be entitled to a $2 million Completion Fee if the
Debtors simply agree to "tum over the keys" to Yucaipa
4
in the context of a 363 sale, regardless
of whether Rothschild brings to the table any other bidder. See Engagement Letter at Section
4(b )(ii) (Rothschild shall be entitled to payment of a Completion Fee in the amount of $2 million
upon "the closing of a sale, transfer or other disposition of at least a majority of the Company's
equity interest or assets to any of the Company's first lien lenders pursuant to 363 of the
Bankruptcy Code so long as such transaction is affirmatively supported by more than 50% in
principal amount of claims held by the Company's first lien lenders .... "). Here, Yucaipa (a)
admittedly is the Debtors' controlling shareholder, (b) admittedly controls the Board of Directors
(including decisions on which restructuring strategy the Debtors' should implement), and (c)
purports to hold more than 50% of the First Lien Obligations (an allegation that the Debtors have
publicly agreed with). So if the Debtors, in keeping with their historical alliance with Yucaipa,
agree to sell all or substantially all of their assets to Yucaipa pursuant to a "credit bid," the
Debtors estates and creditors will be saddled with a $2 million obligation in a circumstance
where Rothschild has provided no services or benefit to the Debtors' estate.
4. As the foregoing illustrates, the proposed compensation structure provides an
improper incentive to Rothschild to pursue and support a sale to Yucaipa through a credit bid of
4
Yucaipa American Alliance Fund I, LP and Yucaipa American Alliance (Parallel) Fund I, LP (collectively,
"Yucaipa")
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the First Lien Obligations. The Debtors motion does not justify why Rothschild should be
entitled to be paid $2 million for nothing (other than maybe sending out teasers to allegedly
prospective buyers in a circumstance where it is a virtual certainty that no party will pay an
amount sufficient to cover the DIP Obligations (as defined in the Final DIP Order), the First Lien
Obligations, and possibly the Second Lien Obligations).
5. The Debtors have not made it clear why it is reasonable for the estate to reward
Rothschild in a circumstance where it has failed to identify a third-party viable bidder, or to
encourage Rothschild to take the path of least resistance and pursue a sale to Yucaipa.
Rothschild should not receive any fee to watch the Debtors process a secured party sale that
could just as easily occur without any involvement from Rothschild.
6. Similarly, Rothschild should not be entitled to any Completion Fee in connection
with confirmation of a plan of reorganization (consensual or contested) unless that plan of
reorganization is proposed by the Debtors. If the creditors of these estates are compelled to seek
termination of exclusivity and prosecute a plan of reorganization of their own, Rothschild should
not be paid a $2.5 million fee.
7. Finally, the terms for payment of the New Capital Fee should also be modified to
assure that payment of any such fee is tied to delivery by Rothschild of new capital that the
Debtors could not have otherwise obtained absent Rothschild's services. These modifications
should include (a) making it clear that the fee is not earned upon "commitment" by the new
money provider, but rather only when all conditions to closing and borrowing have been satisfied
(i.e., at the point when the Debtors can actually access the capital), and (b) making it clear that
no fee is payable if the capital is provided by any person or entity already invested in the
Debtors' capital structure, or any of their respective affiliates.
8. The Petitioning Creditors submit that the Debtors have fallen woefully short of
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satisfying their burden to demonstrate by a preponderance of the evidence that the fee structure
set forth in the Rothschild Application is reasonable. Accordingly, the Rothschild Application
should either be denied or granted with the modifications proposed herein.
BACKGROUND
5
9. On May 17, 2012, the Petitioning Creditors commenced involuntary cases against
Allied and Systems. The Petitioning Creditors are lenders under the Credit Agreements
6
pursuant to which the Debtors obtained approximately $315 million in financing when they
emerged from Chapter 11 in 2007 under the control of Yucaipa.
5
The Petitioning Creditors incorporate by this reference as if fully set forth herein The Statement of Petitioning
Creditors in Support of the Involuntary Chapter 11 Petitions [D.I. 9] and supporting documentation dated May 17,
2012 as well as the Petitioning Creditors Motion to Appoint a Trustee [D.I. 13] and supporting documentation dated
May 17, 2012 (the "Trustee Motion"). The Petitioning Creditors continue to dispute the validity, enforceability, and
effectiveness of the Purported Fourth Amendment to the Credit Agreement, as well as any transaction or event taken
in reliance thereon. Petitioning Creditors dispute that Yucaipa is the Requisite Lender and Administrative Agent
under the First Lien Credit Agreement.
6
The Debtors are party to each of the following: (a) that certain Amended and Restated First Lien Secured Super-
Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007 and amended
and restated as of May 15, 2007, and as further amended, modified or supplemented through April 17, 2008
(including, without limitation, as set forth in Amendment No. 3 to Credit Agreement and Consent dated as of April
17, 2008), by and among Allied Holdings, Inc. and Allied Systems, Ltd. (L.P. ), as Borrowers, certain Subsidiaries of
Borrowers, as Subsidiary Guarantors, various Lenders, Goldman Sachs Credit Partners L.P., as Lead Arranger and
Syndication Agent, and The CIT Group/Business Credit, Inc. ("CIT"), as Administrative Agent and Collateral
Agent, in the original principal amount of $265,000,000 (the "First Lien Credit Agreement") and
(b) that certain Second Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement
dated as of May 15, 2007 (as amended, modified or supplemented from time to time), by and among Allied
Holdings, Inc. and Allied Systems, Ltd. (L.P.), as Borrowers, certain Subsidiaries of Borrowers, as Subsidiary
Guarantors, various Lenders, and Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent,
Administrative Agent and Collateral Agent, in the original principal amount of $50,000,000 (the "Second Lien
Credit Agreement". The First Lien Credit Agreement and the Second Lien Credit Agreement are collectively
referred to herein as the "Credit Agreements."
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10. Simultaneously with the involuntary petitions, the Petitioning Creditors filed the
Trustee Motion alleging (among other things) that Yucaipa's position as majority shareholder
and purported controlling First Lien Lender, and its control of Allied's board of directors (the
"Allied Board") and senior management, create conflicts of interest that prevent the Alleged
Debtors from discharging their fiduciary duties.
7
11. On June 10, 2012, Allied and Systems consented to the involuntary petitions filed
against them and the remaining Debtors filed voluntary petitions for relief with this Court. The
Debtors have continued in possession of their property and have continued to operate and
manage their businesses as debtors in possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.
12. The Debtors filed the Rothschild Application on June 28, 2012. The Debtors
propose to pay Rothschild pursuant to the following Fee and Expense Structure set forth in
Section 4 of the Engagement Letter (see also Rothschild 11):
(a) Monthly Fee: Commencing on June 4, 2012, whether or not a Transaction
is proposed or consummated, a fee of $150,000 per month.
(b) Completion Fee: One of the following -
(i) A fee of $1,750,000 payable in cash immediately upon the earlier of
the closing or consummation of the sale, transfer or other disposition
to [REDACTED] of at least a majority of the Company's equity
interests or assets pursuant to 363 of the Bankruptcy Code or
otherwise pursuant to a Plan;
(ii) A fee of $2,000,000 payable in cash immediately upon the earlier of
(a) consummation of a Plan that is confirmed at an uncontested
confirmation hearing and (b) the closing of a sale, transfer or other
disposition of at least a majority of the Company's equity interests or
assets to any of the Company's first lien lenders pursuant 363 of the
Bankruptcy Code so long as any such transaction under 363 of the
Bankruptcy Code is affirmatively supported by more than 50% in
principal amount of claims held by the Company's first lien lenders; or
7
Prosecution of the Trustee Motion is currently being held in abeyance.
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(iii) If the Completion Fee is not earned pursuant to either clause (i) or (ii)
above, $2,500,000, payable in cash immediately upon the earlier of the
closing or consummation, as applicable, of a Plan or other Transaction
not described in either clause (i) or (ii) above.
(c) New Capital Fee: A fee equal to (i) 1.0% of the face amount of any
senior secured debt raised (excluding DIP financing); (ii) 2.0% of the face
amount of any junior secured debt raised (excluding DIP financing); (iii)
3.0% of the face amount of any senior or subordinated unsecured debt
raised; and (iv) 4.0% of any equity capital, or capital convertible into
equity. The New Capital Fee is payable at closing, and is based on the
amount "raised" (i.e., the amount "committed or otherwise made available
to the Company whether or not such amount (or any portion thereof) is
drawn down at closing or is ever drawn down ... ").
(d) Credit: Fifty percent of Monthly Fees paid in excess of $450,000 will be
credited against the Completion Fee
(e) Expenses: Rothschild's reasonable expenses incurred in connection with
the performance of its engagement hereunder and the enforcement of the
Engagement Letter.
13. The Official Committee of the Unsecured Creditors (the "Committee") filed a
limited objection to the Rothschild Application on July 20, 2012. [D.I. 258].
LIMITED OBJECTION
14. Section 328(a) of the Bankruptcy Code provides that:
(a) The trustee, or a committee appointed under section 1102 of
this title, with the court's approval, may employ or authorize the
employment of a professional person under section 327 or 1103 of
this title, as the case may be, on any reasonable terms and
conditions of employment, including on a retainer, on an hourly
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). The Debtors have the burden of demonstrating that the terms of
Rothschild's retention are reasonable. See Comm. of Equity Sec. Holders of Federal-Mogul
Corp. v. Official Comm. of Unsecured Creditors (In re Federal Mogul-Global, Inc.), 348 F.3d
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390, 398 (3d Cir. 2003). The Bankruptcy Court need not accept the proposed terms at face;
rather, as the Third Circuit stated in Federal Mogul, a "Bankruptcy Court need not approve or
reject an application as presented but may approve an application with modified terms necessary
to render the proposed employment reasonable." I d.
15. Under Section 328(a), a debtor must demonstrate by a preponderance of the
evidence that its proposed retention: (i) reflects normal business terms in the marketplace;
(ii) resulted from arm's length negotiations; and (iii) is in the best interests of the estate. See In
re Energy Partners, 409 B.R. 211, 224-31 (Bankr. S.D. Tex. 2009) (denying committees'
application to retain investment bankers under 328(a) where committees failed, among other
things, to present evidence of nature of negotiations resulting in the proposed fee packages, of
benefit to the estate, or that committees could not have obtained comparable services without
paying excessive fees); see also In re Transnat'l Commc'ns Int'l Inc., 462 B.R. 339, 345 (Bankr.
D. Mass. 2011) ("the [party] seeking the employment ... must establish that the terms and
conditions of employment are reasonable, and evidence, not conclusory statements, is required to
satisfy that burden").
16. Establishing what constitutes reasonable compensation in connection with
Rothschild's retention is critical because the Debtors are seeking approval under Section 328 of
the Bankruptcy Code, rather than under Section 330. As a result, the ability of this Court and
parties in interest to review or reconsider the propriety of the compensation arrangements at a
later date will be subject to the heightened standard of showing that approval was "improvident
in light of developments not capable of being anticipated at the time of the fixing of such terms
and conditions." See 11 U.S.C. 328; In re Federal-Mogul Corp., 348 F3d at 397; Houlihan,
Lokey, Howard & Zukin Capital v. High River Limited P'ship, 369 B.R. 111, 117 n.7 (S.D.N.Y.
2007) (stating that improvidence standard is "a difficult requirement to meet" and that "courts
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rarely alter a fee award on these grounds"); In re Yablon, 136 B.R. 88, 92 (Bankr. S.D.N.Y.
1992).
17. Absent satisfaction of this heightened standard for reconsidering the approval at a
later date, the Court will not be able to review the Rothschild fees for reasonableness in light of
the circumstances of the case - including their actual contribution to the outcome - when the
payment becomes due. Thus, whether the proposed fees are reasonable must be addressed before
Rothschild's retention is approved under Section 328(a).
A. The Debtors Failed to Show that the Completion Fee is Reasonable.
18. The Debtors have failed to demonstrate by a preponderance of the evidence that
the proposed Completion Fee is reasonable. First, as currently drafted, the proposed terms of the
Engagement Letter would provide Rothschild with a $2 million Completion Fee in the context of
a Yucaipa driven credit bid as DIP Lender and/or First Lien Lender regardless of whether
Rothschild brings to the table any other bidder. See Engagement Letter at Section 4(b )(ii)
(Rothschild shall be entitled to payment of a Completion Fee in the amount of $2 million upon
"the closing of a sale, transfer or other disposition of at least a majority of the Company's equity
interest or assets to any of the Company's first lien lenders pursuant to 363 of the Bankruptcy
Code so long as such transaction is affirmatively supported by more than 50% in principal
amount of claims held by the Company's first lien lenders ... "). Thus, if the Debtors, in keeping
with their historical alliance with Yucaipa, agree to sell all or substantially all of their assets to
Yucaipa pursuant to a "credit bid," the Debtors estates and creditors will be saddled with a $2
million obligation in a circumstance where Rothschild has provided no services or benefit to the
Debtors' estate.
8
8
Unlike other circumstances where a third party lender may have to be induced to credit bid for assets comprising
its collateral (or be provided with significant diligence), and where a fee to the Debtors' investment banker might be
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19. The prospect of Yucaipa pursuing a "credit bid" strategy here should not be
discounted. Yucaipa has a substantial investment in the Debtors dating back to the Debtors'
emergence from their prior chapter 11 cases. Yucaipa has spent the last four years doing
whatever they could to preserve their investment, including violating the terms of the First Lien
Credit Agreement in an effort to acquire a majority of the First Lien Obligations and forestall any
exercise of remedies by the First Lien Lenders resulting from repeated and material events of
default.
20. Even after the commencement of these cases, Yucaipa has continued to flex their
muscles and assert control over the Debtors. For instance, the Debtors were left with no choice
but to accept debtor in possession financing from Yucaipa after Yucaipa made it clear that they
would never consent to being primed (even though the Debtors argued that the interests of the
secured lenders were "adequately protected."). Thus, there is every reason to believe that
Yucaipa will take a similar position in connection with any effort by the Debtors to conduct a
true 363 sale, by asserting their rights under Section 363(f) of the Bankruptcy Code unless a third
party is prepared to pay enough to satisfy the DIP Obligations, the First Lien Obligations, and
possibly the Second Lien Obligations.
21. In addition to unnecessarily compensating Rothschild in the context of a Yucaipa
driven credit bid, under the proposed terms of the Engagement Letter, Rothschild would also be
entitled to payment of a Completion Fee in connection with the confirmation of any plan of
reorganization, including a Debtor proposed plan that has the same result as Yucaipa driven
credit bid or a plan that is not proposed by the Debtors. Given Yucaipa's dominance of the
Debtors it is possible that in order to move forward with a prompt restructuring, the creditors
appropriate, in this case Yucaipa already controls these assets and knows everything there is to know. Therefore no
Completion Fee would be appropriate here if the sale is based on a "credit bid" from Yucaipa as "Requisite Lender."
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may need to seek termination of exclusivity and prosecute their own plan of reorganization.
Under these circumstances and others, where Rothschild has not provided services that benefit
the estate, the creditors should not be saddled with a Completion Fee to Rothschild of $2.5
million.
22. The Debtors also offer no evidence that these terms of Rothschild's retention
reflect normal business terms in the marketplace. Instead, the Application baldly asserts that
"Rothschild and the Debtors believe that the Fee Structure is both reasonable and market-based."
See Application ,-r 14. Such conclusory statements are insufficient to satisfy the Debtors' burden
of proof.
23. While the Petitioning Creditors do not question Rothschild's professionalism or
commitment to the transaction, the fee structure is untenable because Rothschild is guaranteed
payment of a Completion Fee even if it provides no value to the Debtors.
B. The Completion Fee Should Be Subject to Review Under Section 330 of the
Bankruptcy Code.
24. For all the reasons provided herein, the proposed Completion Fee should be
subject to review by any party-in-interest under Section 330 of the Bankruptcy Code. Subjecting
the Completion Fee to the standard of Section 330 of the Bankruptcy Code allows any party-in-
interest to analyze, and if appropriate object to, such Completion Fee in light of the actual,
known facts and circumstances of these cases. Indeed, this Court has routinely modified
proposed orders approving the retention of financial advisors and investment bankers to provide
for such review. See, e.g., In re Barzel Indus. Inc., Case No. 09-13204 (CSS) (Bankr. D. Del.
Oct. 22, 2009) [Docket No. 190]; In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del.
Jul., 1 2009) [Docket No. 474]; In re Vertis Holdings, Inc., Case No. 08-11460 (CSS) (Bankr. D.
Del. Aug. 13, 2008) [Docket No. 160].
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C. The Terms of the New Capital Fee Should be Modified
25. The Debtors request approval of a New Capital Fee that would compensate
Rothschild for raising new capital. The Petitioning Creditors object to the New Capital Fee on a
limited basis and propose that the following changes are necessary to bring the fee within the
reasonableness parameters set forth under the Bankruptcy Code:
(a) The New Capital Fee should be payable only if the new capital comes from
sources outside the Debtors' current capital structure. To facilitate this change,
the exclusion set forth in the Engagement Letter Section 4( c) should be modified
as follows:
Notwithstanding anything contained herein, a New Capital Fee shall be payable only to
the extent that the New Capital Raise is from a source that is currently outside of the
Company's current capital structure, including, without limitation, the Company's current
shareholders, creditors, customers. or affiliates of any of the foregoing.
(b) The New Capital Fee should be payable only at closing, so long as all conditions
to closing and borrowing have been satisfied, and the Debtors have the ability to
draw on the capital. To facilitate this change, Section 4(c) of the Engagement
Letter should be modified as follows:
The New Capital Fee shall be payable only upon the closing of the transaction by which
the new capital is committed. For the avoidance of doubt, the tem1 "raised" shall
include the amount committed or othenvise made available to the Company, whether or
not such amount (or any portion thereof) is drmvn dovm at closing or is ever dravm
dov>n and whether or not Guch amount (or any portion thereof) is used to refinance
existing obligations of the Company. so long as all conditions to closing and
borrowing have been satisfied. and the Company has the ability to draw on the
capital.
D. Any New Capital Fee Earned Should be Credited Against the Completion Fee
26. The Petitioning Creditors also submit that any New Capital Fee earned by
Rothschild should at least partially be credited against any Completion Fee payable by the
Debtors. See, e.g., In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del. Jul., 1 2009)
[Docket No. 474]. To facilitate this change, Section 5 of the Engagement Letter should be
modified as follows:
9
9
The proposed crediting mechanism was agreed to by Rothschild in the Visteon chapter 11 cases.
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Rothschild shall credit against the Completion Fee !U:50% of the Monthly Fees paid in
excess of$450.000. (ii) [501% ofthe nortion. if any. of a New Capital Fee earned and
paid on account of any New Capital raised only to refinance existing borrowed-
money indebtedness of the Company. and (iii) [301% of any other New Capital Fees
(or portion thereof) paid.
RESERVATION OF RIGHTS
27. The Petitioning Creditors reserve the right to amend, modify or supplement this
Limited Objection and seek discovery in connection with the Rothschild Application.
CONCLUSION
WHEREFORE, the Petitioning Creditors object to the entry of any order authorizing and
approving the Debtors' employment of Rothschild beyond approval of the Monthly Fee, and
grant such other further relief as is just and proper.
Dated: Wilmington, Delaware
July 27, 2012
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A am G. Landis (No. 3407)
Kerri K. Mumford (No. 4186)
919 Market Street, Suite 1800
Wilmington, Delaware 19899
Telephone: (302) 467-4400
Facsimile: (302) 467-4500
-and-
Adam C. Harris
Victoria A. Lepore
SCHULTE ROTH & ZABEL LLP
919 Third A venue
New York, New York 10022
Telephone: (212) 756-2000
Facsimile: (212) 593-5955
Attorneys for BDCM Opportunity Fund IL LP,
Black Diamond CLO 2005-1 Ltd, and
Spectrum Investment Partners, L.P.