IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ALLIED SYSTEMS HOLDINGS, INC., et aL,' Debtors.

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

Re: Docket No. 70

ORDER APPOINTING RUST CONSUL TING/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 tbe application (tbe "156(c) Application")2 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. !56(c), lOS( a) of title II oftbe United States Code (tbe "Bankruptcy
Code"), Rule 2002(f) of the Federal RuJes of Bankruptcy Procedure (tbe "Bankruptcy Rules"),

and RuJe 2002-1 (f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for tbe District of Delaware (the "Local Rules"), appointing Rust Consulting/Omni Bankruptcy ("Rust Omni") to act as an official claims and noticing agent of tbe Court effective as of tbe Petition Date on the terms and conditions set forth in tbe Engagement Agreement; and upon the Declaration of Scott D. Macauley In Support of Chapter II Petitions and First Day Pleadings; and upon tbe Declaration of Paul H. Deutch in support of

The Debtors in these cases, along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Techoology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in the 156(c) Application.

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the 156(c) Application, a copy of which is attached to the 156(c) Application as Exhibit B; and the Debtors having represented that they estimate that there are thousands of creditors in these Chapter 11 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. 156(c) to utilize, at the Debtors' expense, outside agents and facilities to provide notices to parties in title 11 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 156(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:

1. 2.

The Application is GRANTED as set forth herein. The Debtors are hereby authorized to retain and employ Rust Omni as Claims and

Noticing Agent in the Chapter 11 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. 156(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 filed in these Chapter 11 Cases, and all related tasks, in each case as described in the 156(c) Application and the Engagement Agreement (the "Claims and Noticing Services"). 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 11 Cases and is authorized

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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. !56(c). 6. Pursuant to 503(b )(I )(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 Trustee, proposed counsel to the Debtors, counsel for any official committee appointed in these Chapter 11 Cases, and any party in interest who specifically requests service of the monthly invoices. 8. Rust Omni 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 11 Cases as security for the payment of fees and expenses incurred under the Engagement Agreement.

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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. II. 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 II 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 II 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 IL, 2012 Wilmington, Delaware

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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