IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE .....

__--,; '_" ~-, I" u: In re:

)

) Chapter 11
)

ALLIED SYSTEMS HOLDINGS, INC., et al, Debtors.

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

AFFIDAVIT AND DISCLOSURE STATEMENT OF MATTHEW J. EGAN ON BEHALF OF PRETZEL & STOUFFER, CHARTERED

Matthew J. Egan, being duly sworn upon oath, deposes and states: 1. I am an attorney at law admitted and in good standing to practice in the State of Illinois as well as before (a) Supreme Court of the United States, (b) the United States Court of Appeals for the Seventh Circuit, (c) the United States District Court for the Northern District of Illinois, and (d) the United States District Court for the Central District of Illinois. I am a partner in the law firm, Pretzel & Stouffer, Chartered, ("the Company") located at One South Wacker Drive, Suite 2500, Chicago, Illinois 60606. 2. The above-captioned debtors and debtors in possession (collectively, the "Debtors") have requested that the Company provide legal services to certain of the Debtors in connection with litigation pending in the Circuot Court for the Twelfth Judicial Circuit, Will County, Illinois under cause No. 2009 L 813, and captioned Claire Oliver v. Danny Baerschi, Allied Automotive Group, Inc. and Allied Systems, Ltd. 3. The Company may have performed services in the past and may perform services in the future, in matters unrelated to the Debtors' Chapter II Cases, for persons that are partiesin-interest in the Chapter 11 Cases. As part of its customary practice, the Company is retained in cases, proceedings and transactions involving many different parties, some of which may represent or be claimants, employees or the Debtors, or other parties-in-interest in the Chapter 11 Cases. The Company does not perform services for any such person or entity in connection with the Chapter II Cases with respect to the matters on which the Company is to be employed by the Debtors. In addition, the Company does not have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtors or their estates with respect to the matters on which the Company is to be employed by the Debtors. 4. Neither I nor any principal of or professional employed by the Company has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principals and regular employees of the Company.

3dJ.

5. Neither I nor any principal of or professional employed by the Company, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the matters on which the Company is to be employed by the Debtors. 6. The Company is conducting further inquiries regarding its retention by any creditors of the Debtors, and upon conclusion of that inquiry, or at any time during the period of its employment, if the Company should discover any facts bearing on the matters described herein, the Company will supplement the information contained in this Affidavit. 7. Pre-petition claims against any of the Debtors held by the Company:

8.

Pre-petition claims against any of the Debtors held individually by any member, associate, or professional employee of the Company: Insofar as I have been able to ascertain, none.

9.

Nature and description of any interest adverse to the Debtors or to their estates with respect to the matters on which the Company is to be employed.

Dated: August

_a_, 20 12

STATE OF ILLINOIS COUNTY OF COOK On this ____a_ day of August, 2012, before me, the undersigned notary public, personally appeared Matthew J. Egan and proved to me, through satisfactory evidence of identification, which was personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.