In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., eta!. ,I
Case No. 12-11564 (CSS)
Debtors.
(Joint Administration Pending)
APPLICATION FOR ORDER APPOINTING RUST CONSULTING/OMNI
BANKRUPTCY AS CLAIMS AND NOTICING AGENT PURSUANT
TO 28 U.S. C. 156(c) AND SECTION lOS( a) OF THE BANKRUPTCY
CODE NUNC PRO TUNC TO THE PETITION DATE
Allied Systems Holdings, Inc. ("Allied Holdings") and its U.S. and Canadian
subsidiaries (collectively, the "Debtors"), respectfully submit this application for entry of an
order, pursuant to 28 U.S.C. 156(c), 105(a) of title I 1 of the United States Code (the
"Bankruptcy Code"), Rule 2002(f) of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules") and Rule 2002-1 (f) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local
Rules"), appointing Rust Consulting/Omni Bankruptcy ("Rust Omni") to act as an official
claims and noticing agent of the Court (the "Application") effective as of the Petition Date and
on terms and conditions set forth in the Debtors' engagement agreement with Rust Omni
attached hereto as Exhibit A (the "Engagement Agreement"). In support of the Application,
the Debtors rely upon and incorporate by reference the Declaration of Scott D. Macauley In
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cardin 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.
RLFI 6086969v. I
Support of Chapter 11 Petitions and First Day Pleadings (the "Macauley Declaration"), which
was filed with the Court concurrently herewith, and the Declaration of Paul H. Deutch in Support
of the Application (the "Deutch Declaration"), a copy of which is attached hereto as Exhibit B.
In further support of the Application, the Debtors show the Court as follows:
JURISDICTION AND VENUE
1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.
1334. Consideration of this Application is a core proceeding pursuant to 28 U.S.C. 157(b).
Venue of this proceeding is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.
BACKGROUND
2. On May 17, 2012, 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 Bankruptcy Court (the "Court"). On June 10, 2012, 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. The "Petition Date" of such
Debtor is the date that such involuntary petition or voluntary petition was filed by or against such
Debtor. The chapter 11 cases commenced thereby are, collectively, the "Chapter 11 Cases."
3. The Debtors are authorized to operate their businesses as debtors-in-possession
pursuant to 1107 and 1108 of the Bankruptcy Code. As of the date of this Application, no
official committee of unsecured creditors has been appointed by the Office of the United States
Trustee.
4. The Debtors' major line of business, known in the industry as "car haul," is the
transport of light vehicles, such as automobiles, sport-utility vehicles and light trucks, from
manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships
in the United States and Canada by means of tractor trailers referred to as "Rigs." The Debtors'
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RLFI 6086969v. I
smaller line of business is logistics, which includes arranging for and managing vehicle
distributions services, automobile inspections, auction and yard management services, vehicle
tracking, accessorizing, and dealer preparation services for the automobile industry in the United
States and Canada, and providing yard management services in Mexico.
5. Additional information about the Debtors' businesses, the events leading up to the
Petition Date, and the facts and circumstances surrounding the Debtors and these Chapter II
Cases can be found in the Macaulay Declaration, which is incorporated herein by reference.
RELIEF REQUESTED
6. By this Application, the Debtors respectfully request the entry of an order
appointing Rust Omni as notice and claims agent for the Court (the "Claims and Noticing
Agent") in the Chapter II Cases, nunc pro tunc to the Petition Date, pursuant to the terms and
conditions set forth in the Engagement Agreement. Prior to selecting Rust Omni to act as Claims
and Noticing Agent, the Debtors obtained and reviewed engagement proposals from at least two
other court-appointed claims and noticing agents to ensure selection from a competitive process.
The Debtors submit, based on the three engagement proposals obtained and reviewed, that Rust
Omni's rates are competitive and reasonable given Rust Omni's quality of service and expertise.
Accordingly, the Debtors' selection of Rust Omni as Claims and Noticing Agent satisfies the
Court's Protocol for the Employment of Claims and Noticing Agents Under 28 U.S.C. !56( c).
7. By separate application, the Debtors will seek authorization to retain and employ
Rust Omni as administrative advisor in the Chapter II Cases pursuant to 327(a) of the
Bankruptcy Code (the "Section 327 Application"), because the administration of the Chapter II
Cases will require Rust Omni to perform duties outside the scope of28 U.S. C. !56( c).
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RLFI 6086969v. I
BASIS FOR RELIEF
8. Pursuant to 28 U.S.C. 156(c), which governs the staffing and expenses of the
Bankruptcy Court, this Court is authorized to utilize facilities other than those of the Office of
the Clerk (the "Clerk") of the Court (the "Clerk's Office") for the administration of bankruptcy
cases. It provides, in relevant part, that:
[a]ny court may utilize facilities or services, either on or off the
court's premises, which pertain to the provision of notices, dockets,
calendars, and other administrative information to parties in cases
filed under the provisions of title 11, United States Code, where the
costs of such facilities or services are paid for out of the assets of the
estates and are not charged to the United States.
28 U.S.C. 156(c).
9. Bankruptcy Rule 2002 generally regulates what notices must be provided to
creditors and other parties in interest in bankruptcy cases. Specifically, Bankruptcy Rule 2002(f)
provides that "Some other person, as the court may direct shall give the debtor, all creditors, and
indenture trustees" notice of various matters. Local Rule 2002-1(f) provides, in relevant part,
that:
[u]pon motion of the debtor or trustee, at any time without notice or
hearing, the Court may authorize the retention of a notice and/or
claims clerk under 28 U.S.C. 156(c).
Further, unless the Court orders otherwise, Local Rule 2002-l(f) requires in all cases with more
than 200 creditors that the debtor file a motion to retain a noticing agent on the first day of the
case or within ten days thereafter. This rule also specifies the functions the claims agent is to
perform and provides that the Court may authorize the retention of a claims agent at any time
without notice or hearing, upon motion by the debtor. The Debtors have more than 200 creditors
who will be entitled to notice in the Chapter 11 Cases, and therefore, Local Rule 2002-1 (f) is
directly implicated in these cases.
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RLFI 6086969v. I
10. Although the Debtors have not yet filed their schedules of assets and liabilities,
the Debtors anticipate that there will be thousands of entities and individuals to be noticed. In
view of the number of anticipated claimants and the complexity of their businesses, the Debtors
submit that the appointment of a notice and claims agent is both necessary and in the best
interests ofthe Debtors' estates and creditors.
RUST OMNI'S QUALIFICATIONS
11. Rust Omni has substantial experience in the matters upon which it is to be
retained and has provided identical or substantially similar services in other Chapter 11 Cases in
a variety of jurisdictions, such as: In re Mervyn's Holding, Inc., Case No. 08-11586 (Bankr.
Del.); In re Perkins Marie Callender's, Case No. 11-11795 (Bankr. Del.); In re Innkeeper USA
Trust, Case No. 10- 13800 (Bankr. S.D.N.Y.); and In re Refco, Inc., Case No. 05-60006 (Bankr.
S.D.N.Y.). Thus, the Debtors believe that Rust Omni is well-suited to serve as Claims and
Noticing Agent in these Chapter 11 Cases.
12. The Debtors believe that the retention of Rust Omni as Claims and Noticing
Agent in the Chapter 11 Cases will expedite service of Bankruptcy Rule 2002 notices, streamline
the claims administration process, and permit the Debtors to focus on their reorganization efforts.
Accordingly, the Debtors' estates, and especially their creditors, will benefit as a result of Rust
Omni 's experience and cost-effective methods.
SCOPE OF RETENTION
13. This Application petiains only to the work to be performed by Rust Omni under
the Clerk's delegation of duties permitted by 28 U.S.C. 156(c) and Local Rule 2002- 1(f). By
the separate Section 327 Application, Allied will seek authority to retain and employ Rust Ornni
to perform additional administrative services. Subject to further order of this Court, by this
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RLF I 6086969v. I
Application, Allied seeks to retain and employ Rust Omni to provide, among other things, the
following notice and claims agent services, if and to the extent requested:
RLFI 6086969v. I
(a) prepare and serve required notices in the Debtors' Chapter II Cases,
which may include:
(i) notice of the commencement of the Debtors' Chapter II Cases and
the initial meeting of creditors pursuant to 341(a) of the
Bankruptcy Code;
(ii) notice of the claims bar date, if any;
(iii) notice of objections to claims;
(iv) notice of any hearings on a disclosure statement and confirmation
of a plan of reorganization;
(v) notice of transfers of claims;
(vi) notice of any motion to convert, dismiss, appoint a trustee, or
appoint an examiner filed by the United States Trustee's Office;
and
(v) other miscellaneous notices to any entities, as the Debtors may
deem necessary or appropriate for an orderly administration of the
Debtors' Chapter II Cases;
(b) maintain an official copy of the Debtors' schedules of assets and liabilities
and statement of financial affairs (collectively, "Schedules"), listing the
Debtors' known creditors and the amounts owed thereto;
(c) maintain (i) a list of all potential creditors, equity security holders and
other parties-in-interest; and (ii) a "core" mailing list consisting of all
parties described in sections 2002(i), G) and (k) and those parties that have
filed a notice of appearance pursuant to Bankruptcy Rule 9010; update
said lists and make said lists available upon request by a party-in-interest
or the Clerk;
(d) Furnish a notice to all potential creditors of the last date for the filing of
proofs of claim and a form for the filing proofs of claim, after such notice
and form are approved by this Court, and notifY said potential creditors of
the existence, amount and classification of their respective claims as set
forth in the Schedules, which may be affected by inclusion of such
information (or the lack thereof, in cases where the Schedules indicate no
debt due to the subject party) on a customized proof of claim form
provided to potential creditors;
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RLFI 6086969v. I
(e) maintain a post office box or address for the purpose of receiving claims
and returned mail, and process all mail received;
(f) for all notices, motions, orders or other pleadings or documents served,
prepare and file or cause to be filed with the Clerk an affidavit or
certificate of service within seven (7) business days of service which
includes (i) either a copy of the notice served or the docket number(s) and
title(s) of the pleading(s) served, (ii) a list of persons to whom it was
mailed (in alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;
(g) Process all proofs of claim received, including those received by the
Clerk's Office, and check said processing for accuracy, and maintain the
original proofs of claim in a secure area;
(h) maintain the official claims register for each Debtor (the "Claims
Registers") on behalf of the Clerk; upon the Clerk's request, provide the
Clerk with certified, duplicate unofficial Claims Registers; and specify in
the Claims Register the following information for each claim docketed; (i)
the claim number assigned, (ii) the date received, (iii) the name and
address of the claimant and agent, if applicable, who filed the claim, (iv)
the amount asserted, (v) the asserted classification(s) of the claim (e.g.,
secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any
disposition of the claim;
(i) implement necessary security measures to ensure the completeness and
integrity of the Claims Registers and the safekeeping of the original
claims;
G) allow public access to claims and the Claims Registers at no charge;
(k) maintain an up-to-date mailing list for all creditors and entities that have
filed a proofs of claim or interest and/or request for notices in the Chapter
11 Cases and provide such list to the Court or any interested party upon
request (within forty-eight (48) hours);
(I) record all transfers of claims and provide any notices of such transfers as
required by Bankruptcy Rule 3001 (e);
(m) relocate, by messenger or overnight delivery, all of the court-filed proofs
of claim to the officers of the Claims and Noticing Agent, not less than
weekly;
(n) upon completion of the docketing process for all claims received to date
for each case, turn over to the Clerk copies of the Claims Registers for the
Clerk's review (upon the Clerk's request);
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(o) monitor the Court's docket for all notices of appearance, address changes,
and claims-related pleadings and orders filed and make necessary
notations on and/or changes to the Claims Register;
(p) assist the dissemination of information to the public and respond to
requests for administrative information regarding the case as directed by
the Debtors or the Court, including through the use of a case website
and/or call center;
(q) if the case is converted to chapter 7, contact the Clerk's Office within
three (3) days of the notice to Claims and Noticing Agent of entry of an
order converting the case;
(r) thirty (30) days prior to the close of the Chapter 11 Cases, to the extent
practicable, request that the Debtors submit to the Court a proposed order
dismissing the Claims and Noticing Agent and terminating the services of
such agent upon completion of its duties and responsibilities and upon the
closing of these cases;
(s) within seven (7) days of notice to Claims and Noticing Agent of entry of
an order closing the Chapter 11 Cases, provide to the Court the final
version of the Claims Registers as of the date immediately before the close
of the cases;
(t) at the close of these cases, box and transport all original documents, in
proper format, as provided by the Clerk's Office, to (i) the Federal
Archives Administration, located at Central Plains Region, 200 Space
Center Drive, Lee's Summit, MO 64064 or (ii) any other location
requested by the Clerk's office; and
(u) comply with applicable federal, state, municipal, and local statutes,
ordinances, rules, regulations, orders and other requirements.
RUST OMNI'S DISINTERESTEDNESS
14. The Debtors have many creditors, and accordingly, Rust Omni may have rendered
and may continue to render services to certain of these creditors. Rust Omni has not and will not
represent the separate interests of any such creditor in these cases. Additionally, Rust Omni
employees may, in the ordinary course of their personal affairs, have relationships with certain
creditors of the Debtor. Except as may be disclosed in the Deutch Declaration, Rust Omni has
represented that it neither holds nor represents any interest adverse to the Debtors' estates in
connection with any matter on which it would be employed and that it is a "disinterested
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RLFI 6086969v. I
person," as referenced in Bankruptcy Code 327(a) and as defined in Bankruptcy Code
101(14), as modified by Bankruptcy Code 1107(b).
15. Rust Omni will conduct an ongoing review of its files to ensure that no conflicts
or other disqualifying circumstances exist or arise. If any new facts or relationships are
discovered, Rust Omni will supplement its disclosure to the Court.
16. In connection with its retention as Claims and Noticing Agent, Rust Omni has
represented, among other things, that:
RLFl 6086969v. l
(a) Rust Omni will not consider itself employed by the United States
govermnent and shall not seek any compensation from the United States
government in its capacity as the Claims and Noticing Agent in the
Chapter 11 Cases;
(b) by accepting employment in the Chapter 11 Cases, Rust Omni waives any
rights to receive compensation from the United States government in its
capacity as the Claims and Noticing Agent in the Chapter 11 Cases;
(c) in its capacity as the Claims and Noticing Agent in these Chapter 11
Cases, Rust Omni will not be an agent of the United States and will not act
on behalf of the United States;
(d) Rust Omni will not employ any past or present employees of the Debtors
in connection with its work as the Claims and Noticing Agent in the
Chapter 11 Cases;
(e) in its capacity as Claims and Noticing Agent in the Chapter 11 Cases, Rust
Omni will not intentionally misrepresent any fact to any person;
(f) Rust Omni shall be under the supervision and control of the Clerk's Office
with respect to the receipt and recordation of claims and claim transfers;
and
(g) none of the services provided by Rust Omni as Claims and Noticing Agent
in the Chapter 11 Cases shall be at the expense ofthe Clerk's Office.
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TERMS OF RETENTION
17. The Debtors propose to retain Rust Omni at the rates and under the te1ms set forth
in the Engagement Agreement. Compensation for Rust Omni ' s services as Claims and Noticing
Agent will be paid from the Debtors' estate in the ordinary course of business without further
application to this Court as provided by 28 U.S.C. 156(c) and 503(b)(l )(A) of the
Bankruptcy Code. Rust Omni will maintain records of all services showing dates, categories of
services, fees charged and expenses incurred and will serve monthl y invoices for services
rendered by Rust Omni in its capacity as Claims and Noticing Agent on the Debtors, the Uni ted
States Trustee for the District of Delaware, counsel for the Debtors, counsel for any official
committee appointed in these cases, and any pruty who specifically requests service of the
monthly invoices. If any dispute arises relating to the Engagement Agreement or monthly
invoices, the parties shall meet and confer in an attempt to resolve the dispute; if resolution is not
achieved, the parties may seek resolution of the matter by the Court.
18. Rust Omni has informed the Debtors that, subj ect to Court approval, it will bill at
its stru1dard homly rates, which are set forth in the Engagement Agreement attached as Exhibit
A to the Application. The Debtors believe these rates are consistent with market rates for
comparable services.
19. Prior to the Peti tion Date, the Debtors paid Rust Omni a retainer in the amount of
$20,000. Rust Omni seeks to first apply the retainer to all prepetit ion invoices, and thereafter, to
have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer
under the Engagement Agreement during the cases as secmity for the payment of fees and
expenses incuned under the Engagement Agreement.
20. If Rust Omni 's services are terminated, Rust Omni shall perform its duties until a
complete transition with the Clerk' s Office or any successor Claims and Noticing Agent occurs,
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RLFl 6086969v. 1
provided, however, that the provision of such transition services shall be subject to the terms of
the Engagement Agreement, including with respect to payment.
21. Rust Omni shall perform the duties within the scope of its appointment under 28
U.S.C. 156(c) regardless of whether Rust Omni has received payment in accordance with the
Engagement Agreement. To the extent Rust Omni requires redress for non-payment of its fees
and expenses, it will seek relief from the Court.
22. Rust Omni will comply with all requests of the Clerk's Office and the guidelines
promulgated by the Judicial Conference of the United States for the implementation of28 U.S.C.
156(c).
23. The Debtors also request that this Court retain jurisdiction to hear and determine
all matters arising from or related to this Application.
NOTICE
24. Notice of this Application has been provided via facsimile, overnight delivery
service, electronic transmission or same-day messenger service to: (i) the Office of the United
States Trustee for the District of Delaware; (ii) counsel for the agent for the Debtors' proposed
debtor-in-possession lenders; (iii) counsel for The CIT Group/Business Credit, Inc., in its
capacity as resigning administrative agent and collateral 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) the
Debtors' twenty (20) largest unsecured creditors listed in the Debtors' consolidated list of
creditors (excluding insiders); (vi) Bank of America, Fidelity National Bank, J.P. Morgan Chase
Bank and Bank of Nova Scotia, which are the banks with which the Debtors maintain their
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RLFl 6086969v. l
business days of the hearing on this Application, the Debtors will serve copies of this
Application and any order entered in respect to this Application as required by Local Rule 9013-
I (m). In light of the expedited nature of the relief requested, the Debtors respectfully submit that
no further notice is necessary.
25. Bankruptcy Rule 6003(a) provides that, except to the e1.-tent necessary to avoid
immediate and irreparable harm, a bankruptcy court shall not, within 21 days after the
commencement of a bankruptcy case, issue any order granting an application under Bankruptcy
Rule 2014, such as the 327 Application. However, as the Application is not subject to
Bankruptcy Rule 6003, the Debtors request immediate entry of the proposed order granting the
Application.
NO PRIOR REQUEST
26. No .previous request for the relief sought herein has been made by the Debtors to
this or any other court.
CONCLUSION
WHEREFORE the Debtors respectfully request entry of an order, substantially in the
form attached hereto as Exhibit C, granting the relief requested herein, and granting the Debtors
such other and further relief as may be just.
;,:rfl
This&'_ day of June 2012.
RLFI 6086969v. I
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On behalf of Allied Systems Holding, Inc.
and its direct and indirect subsidiaries listed
in Application
By:..S.-.-- ;;?'
Name: {7./)/?.-?cA<jL::.-;7
Title: .r- v r> /c .,:::- o /
EXHIBIT A
Engagement Agreement
RLF 1 6086969v. 1
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d'ev:el'0J)inent 111'\'c! mtliriteJJO:nP!;\ :a,f an :lnforniatlonql <Uld ,lfi'W other setvi.ces as. may. he:
... . . .. . .. . . . . . .. . .
Tlte. setv.ioes. be V<:lndetc;6. by R\t:is.t' !Drnrii f\q.tiVA\1: \Yhieh:
tliii.ge from $'195JJ;0 vet h6\l:t s'lleet. alj:ustt:d ah'Ouatl,y
.:em .[anllacy :znd , of.eac:l'i :am\ to !@t t;Q :ten {1\ct%) :petceii.t;per;
annui1t,, .Increases i;han ;ten per iill1J'tum will be,,dtsctlssecL Miitl1. YI>J1; and:;b(i'.
siilijcttt<'> :i,!,lqrpi!t&;.approvar, 'bd'fore :OiJcmnillg,
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pre.ceding oglend4r nmn.tlt I:t1:votce I!PPlt $tibnrlssloi1.
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EXHIBITB
Deutch Declaration
RLF 1 6086969v. 1
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al./
Case No. 12-11564 (CSS)
Debtors.
(Joint Administration Pending)
DECLARATION OF PAUL H. DEUTCH IN SUPPORT OF APPLICATION FOR
ORDER APPOINTING RUST CONSUL TING/OMNI BANKRUPTCY AS CLAIMS AND
NOTICING AGENT PURSUANT TO 28 U.S.C. 156(c) AND SECTION lOS( a) OF THE
BANKRUPTCY CODE NUNC PRO TUNC TO THE PETITION DATE
I, Paul H. Deutch, hereby state and declare as follows:
I. I am an Executive Managing Director of Rust Consulting/Omni Bankruptcy
("Rust Omni"), whose offices are located at 1120 Avenue of the America's, 4th Floor, New
York, NY I 0036. The matters set forth herein are made of my own personal knowledge and, if
called and sworn as a witness, I could and would testify competently thereto.
2
2. I am duly authorized to make this Declaration (the "Declaration") on behalf of
Rust Onmi. I submit this Declaration in support of the application for entry of an order, pursuant
to 28 U.S.C. I 56( c), section lOS( a) of title 11 of the United States Code (the "Bankruptcy
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. (58-220 !081 ); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-52I5545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is
2302 Parklake Drive, Bldg. I5, Ste. 600, Atlanta, Georgia 30345.
2
Certain of the disclosures herein relate to matters within the knowledge of other professionals at Rust
Omni and are based on information provided by them.
RLF I 6086969v. I
Code"), Rule 2002(f) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules")
and Rule 2002-l(f) ofthe Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the "Local Rules"), appointing Rust
Consulting/Omni Bankruptcy ("Rust Omni") to act as an official claims and noticing agent of the
Court (the "156(c) Application") effective as of the Petition Date and on terms and conditions
set forth in the Debtor's engagement agreement with Rust Omni attached to the Motion as
Exhibit A (the "Engagement Agreement").
3
3. As agent and custodian of the Court records pursuant to 28 U.S.C. 156(c), Rust
Omni will perform at the request of the Office of the Clerk of the Court (the "Clerk's Office")
the noticing and claims related services specified in the Application. In addition, at the Debtors'
request, Rust Omni will perform such other noticing, claims, administrative, technical and
support services specified in the Application and the Engagement Agreement annexed thereto as
Exhibit A and necessary to the performance of its duties as and Claims and Noticing Agent in
the Chapter II Cases.
4. Rust Omni 1s one of the country's leading chapter II administrators, with
experience in noticing, claims administration, solicitation, balloting, and facilitating other
administrative aspects of chapter II cases. Rust Omni has acted as the claims and noticing agent
in numerous cases of comparable size in a variety of jurisdictions, such as: In re Mervyn's
Holding, Inc., Case No. 08-11586 (Bankr. Del.); In re Perkins Marie Callender's, Case No. II-
11795 (Bankr. Del.); In re Innkeeper USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y.); and In
re Refco, Inc., Case No. 05-60006 (Bankr. S.D.N.Y.).
5. Rust Omni represents, among other things, that:
Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the l56(c)
Application.
- 2 -
RLFI 6086969v. I
a. Rust Omni is not a creditor of the Debtors;
b. Rust Omni will not consider itself employed by the United States
government and shall not seek any compensation from the United States
government in its capacity as an agent in these Chapter II Cases;
c. by accepting employment in these Chapter II Cases, Rust Omni waives
any rights to receive compensation from the United States government;
d. in its capacity as the agent in these Chapter II Cases, Rust Omni will not
be an agent of the United States and will not act on behalf of the United
States;
e. in its capacity as the agent in these Chapter II Cases, Rust Omni will not
misrepresent any fact to any person;
f. Rust Omni will not employ any past or present employees of the Debtors
in connection with its work as the agent in these Chapter II Cases;
g. Rust Omni shall be under the supervision and control of the Clerk's Office
with respect to the receipt and recordation of claims and claim transfers;
and
h. none of the services provided by Rust Omni as agent shall
be at the expense of the Clerk's Office.
6. The Debtors have many creditors, and accordingly, Rust Omni may have rendered
and may continue to render services to certain of these creditors in matters unrelated to these
cases, either as vendors or in cases where Rust Omni serves in a neutral capacity as a bankruptcy
claims and noticing agent or class action settlement administrator. Rust Omni has not and will
not represent the separate interest of any such creditor in these cases. To the best of my
knowledge, neither Rust Omni, nor any of its professional personnel, has any relationship with
the Debtors that would impair Rust Omni's ability to perform as Claims and Noticing Agent in
the Chapter II Cases. Rust Omni has working relationships with certain of the professionals
retained by the Debtors and other parties herein, but such relationships are completely unrelated
to the Debtors' cases. In addition, Rust Omni personnel may have relationships with some of the
Debtors' creditors. Such relationships are, however, of a personal, financial nature and are
- 3 -
RLFI 6086969v. I
wholly unrelated to the Debtors' cases. Rust Omni has and will continue to represent clients in
matters unrelated to the Debtors' cases and has had and will continue to have relationships in the
ordinary course of its business with certain vendors and professionals in connection with matters
unrelated to these cases.
7. To the best of my knowledge and except as provided herein, Rust Omni neither
holds nor represents any interest materially adverse to the Debtors' estates in connection with
any matter on which it would be employed and that it is a "disinterested person," as that term is
defined in Bankruptcy Code 101(14) as modified by Banktuptcy Code 1107(b). Rust Omni
will supplement its disclosure to the Court if any facts or circumstances are discovered that
require additional disclosme.
8. In performing the services set forth in the Application, Rust Omni will charge the
Debtors the rates set forth in the Engagement Agreement, which is attached as Exhibit A to the
Application.
9. Prior to the Petition Date, the Debtors provided Rust Omni a retainer in the
amount of $20,000 for services to be performed for the Debtors. Rust Omnj seeks to first apply
the retainer to all prepetition invoices, and thereafter, to have the retainer replenished to the
original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement
during the cases as security for the payment of fees and expenses incuned under the Engagement
Agreement.
10. Rust Omni will comply with all requests of the Clerk's Office and the guidelines
promulgated by the Judicial Conference of the United States for the implementation of28 U.S.C.
156(c).
- 4 -
RLFI 6086969v. I
I declare under penalty of perjury pursuant to 28 U .S.C. 1746 that the foregoing is true
and correct.
/D , 2012
My r ,>mmission Expires:
- 5 -
Rt,FI 6086969v. I
EXHIBITC
Proposed Order
RLF I 6086969v. I
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et a/.,
1
Case No. 12-11564 (CSS)
Debtors.
(Joint Administration Pending)
ORDER APPOINTING RUST CONSULTING/OMNI BANKRUPTCY AS CLAIM AS
CLAIMS AND NOTICING AGENT PURSUANT TO 28 U.S.C. 156(c) AND SECTION
lOS( a) OF THE BANKRUPTCY CODE NUNC PRO TUNC TO PETITION DATE
Upon the application (the "156(c) Application"i of Allied Systems Holdings, Inc. and
its affiliated debtors and debtors in possession (collectively, "Debtors") for entry of an order,
pursuant to 28 U.S.C. I 56( c), IOS(a) of title II of the United States Code (the "Bankruptcy
Code"), Rule 2002(f) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),
and Rule 2002-l(f) of the Local Rules ofBankruptey Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the "Local Rules"), appointing Rust
Consulting/Omni Bankruptcy ("Rust Omni") to act as an official claims and noticing agent of
the Court effective as of the Petition Date on the terms and conditions set forth in the
Engagement Agreement; and upon the Declaration of Scott D. Macauley In Support of Chapter
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(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
Capitalized tenns used but not otherwise defined herein shall have the meanings ascribed to such terms in
the 156(c) Application.
RLFl 6086969v. 1
II Petitions and First Day Pleadings; and upon the Declaration of Paul H. Deutch in support of
the !56( c) Application, a copy of which is attached to the !56( c) Application as Exhibit B; and
the Debtors having represented that they estimate that there are thousands of creditors in these
Chapter II Cases, many of which are expected to file proofs of claim; and it appearing that the
receiving, docketing and maintaining of proofs of claim would be unduly time consuming and
burdensome for the Clerk of the Court (the "Clerk"); and the Court being authorized under 28
U.S. C. !56( c) to utilize, at the Debtors' expense, outside agents and facilities to provide notices
to parties in title II cases and to receive, docket, maintain, photocopy and transmit proofs of
claim; and the Court be satisfied that Rust Omni does not hold an interest adverse to the Debtors
or the estates respecting the matters upon which it is to be engaged; and good and sufficient
notice of the !56( c) Application having been given, and no other or further notice being required;
and it appearing that the employment of Rust Omni is in the best interest of the Debtors' estates,
their creditors, and other parties-in-interest; and sufficient cause appearing therefor; it is hereby:
ORDERED, ADJUDGED AND DECREED that:
I. The Application is GRANTED as set forth herein.
2. The Debtors are hereby authorized to retain and employ Rust Omni as Claims and
Noticing Agent in the Chapter II Cases effective as of the Petition Date, on the terms set forth in
the Engagement Agreement to the extent of the services authorized pursuant to 28 U.S.C.
!56( c). Rust Omni is authorized to provide the notice and claims agent services described in the
Application and to receive, maintain, record and otherwise administer proofs of claim tiled in
these Chapter II Cases, and all related tasks, in each case as described in the !56( c) Application
and the Engagement Agreement (the "Claims and Noticing Services").
- 2-
RLF 1 6086969v. 1
3. Rust Omni shall serve as the custodian of court records and shall be designated as
the authorized repository for all proofs of claim filed in these Chapter II Cases and is authorized
and directed to maintain official claims registers for each of the Debtors and to provide the Clerk
with a certified duplicate thereof upon the request of the Clerk.
4. Rust Omni is authorized and directed to obtain a post office box or address for the
receipt of proofs of claim.
5. Rust Omni is authorized to take such other action to comply with all duties set
forth in the Application and the Engagement Agreement to the extent necessary to satisfy its
obligations under 28 U.S. C. I 56( c).
6. Pursuant to 503(b)(l)(A) of the Bankruptcy Code, the fees and expenses of Rust
Omni shall be administrative expenses of the Debtors' estates, and the Debtors are authorized to
pay Rust Omni' s fees and expenses for Claims and Noticing Services as set forth in the
Engagement Agreement in the ordinary course of business without further Court order and
without the necessity of Rust Omni filing fee applications with this Court.
7. Rust Omni shall maintain records of all services showing dates, categories of
services, fees charged and expenses incurred, and serve copies of monthly invoices on the Office
of the United States Tmstee, proposed counsel to the Debtors, counsel for any official committee
appointed in these Chapter II Cases, and any party in interest who specifically requests service
of the monthly invoices.
8. Rust Onrni may apply its retainer to all prepetition invoices, which retainer shall
be replenished to the original retainer amount, and, thereafter, Rust Omni may hold its retainer
under the Engagement Agreement during the Chapter II Cases as security for the payment of
fees and expenses incurred under the Engagement Agreement.
- 3 -
RLFl 6086969v. 1
9. The parties shall meet and confer in an attempt to resolve any dispute which may
arise relating to the Engagement Agreement or monthly invoices, and the parties may seek
resolution of the matter from the Court if resolution is not achieved.
I 0. In the event Rust Omni is unable to provide the services set out in this Order or
the Application, Rust Omni will immediately notify the Clerk and proposed counsel to the
Debtors, and cause to have all original proofs of claim and relevant creditor information turned
over to another notice and claims agent with the advice and consent of the Clerk and Debtors'
counsel.
11. To the extent that there may be any inconsistency between the terms of the
Application, the Engagement Agreement, and this Order, the terms of this Order shall govern.
12. The Debtors and Rust Omni are authorized to take all actions necessary to
effectuate the relief granted pursuant to this Order.
13. Rust Omni shall not cease providing claims processmg serviCes during the
Chapter 11 Cases for any reason, including nonpayment, without an order of the Court; provided,
however, that Rust Omni may seek such an order on expedited notice by filing a request with the
Court with notice of such request to be served on the Debtors, the Office of the United States
Trustee and any official committee appointed in these cases by facsimile or overnight delivery.
14. Any chapter 11 or chapter 7 trustee who may be appointed in these cases shall not
be obligated to employ Rust Omni.
15. This Court shall retain jurisdiction to interpret and enforce this Order.
Dated: June_, 2012
Wilmington, Delaware
RLF I 6086969v. I
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
-4-