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: July 12, 2012 at 2:00 p.m. (EDT) Objection Deadline: July 6, 2012 at 4:00 p.m. (EDT)

DEBTORS MOTION FOR ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PROFESSIONALS USED IN ORDINARY COURSE OF BUSINESS NUNC PRO TUNC TO JUNE 10, 2012 Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian subsidiaries (collectively, the Debtors) respectfully submit this Motion (the Motion) for the entry of an order, pursuant to 105(a), 327, 328, and 330 of Title 11 of the United States Code (the Bankruptcy Code), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules), authorizing the Debtors employment and retention of professionals used in the ordinary course of business. In support of the Motion, the Debtors respectfully state as follows:

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 (875688228); 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 Technology 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.

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JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 1334.

Consideration of this Motion 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. On June 20, 2012, the Office of the United States Trustee (the U.S. Trustee) appointed the Official Committee of Unsecured Creditors (the Committee). 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 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. 2
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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 11 Cases can be found in the Declaration of Scott D. Macaulay in Support of Chapter 11 Petitions and First Day Motions, which is incorporated herein by reference. RELIEF REQUESTED 6. As described in detail below, the Debtors seek authorization to retain, nunc pro

tunc to June 10, 2012, professionals utilized in the ordinary course of business (each, an Ordinary Course Professional and collectively, the Ordinary Course Professionals) without the submission of separate employment applications and the issuance of separate retention orders for each individual professional.2 7. The Debtors seek to continue to employ the Ordinary Course Professionals to

render services to the Debtors estates similar to those services rendered prior to the Petition Date and to retain additional similar professionals, as may be necessary throughout the Chapter 11 Cases. The services these professionals would provide include several specialized services, including legal, accounting, and tax services. 8. Prior to the Petition Date, the Debtors utilized numerous professionals to provide

the services required to assist them in managing their affairs on a day-to-day basis. The Debtors submit that, in light of the costs associated with the preparation of employment and retention applications for professionals that would receive relatively small fees and/or that would provide services entirely unrelated to the Chapter 11 Cases, it would be impractical, inefficient, and unnecessarily costly for the Debtors to submit individual applications for each professional.

Attached hereto as Exhibit A and incorporated herein by reference is a list of the Ordinary Course Professionals identified by the Debtors and a brief description of the type of work performed by each such professional.

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Accordingly, the Debtors request that this Court dispense with the requirement of individual employment, retention, and fee applications with respect to the Ordinary Course Professionals and that each such professional be retained as of the Petition Date, subject to the procedures proposed below. 9. Specifically, the Debtors propose that each Ordinary Course Professional file with

this Court an affidavit (the Retention Affidavit), substantially in the form attached hereto as Exhibit B, certifying, among other things, that such professional does not represent or hold any interest materially adverse to the Debtors or to their respective estates with respect to the matters for which they would be retained. Within the later of (i) thirty (30) days of the entry of an order granting the relief requested herein and (ii) thirty (30) days of the commencement of any work by an Ordinary Course Professional, the Debtors would serve a copy of each filed Retention Affidavit upon the Office of the United States Trustee for the District of Delaware (the U.S. Trustee) and proposed co-counsel to the Committee, Sidley Austin LLP (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, (Attn: William D. Sullivan) (collectively, the Notice Parties). 10. The Debtors further request that, upon receipt of each Retention Affidavit, the

Notice Parties would be given fifteen days to object to the retention of such Ordinary Course Professional (the Objection Deadline) and that any such objection be served upon the Debtors, the U.S. Trustee, the relevant Ordinary Course Professional, and counsel to any official committees appointed in the Chapter 11 Cases. If no such objection is submitted prior to the Objection Deadline, the Debtors request that, without further order from the Court, the employment, retention, and compensation of the particular Ordinary Course Professional be approved.

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11.

In the event the need arises, the Debtors also propose to employ Ordinary Course

Professionals not listed on Exhibit A attached hereto, from time to time, by filing a notice with the Court listing the additional Ordinary Course Professionals that the Debtors intend to employ (the Additional Ordinary Course Professionals Notice) and serving that notice, along with completed Retention Affidavits, on the Notice Parties. The Debtors then request that, upon receipt of the Additional Ordinary Course Professionals Notice, the Notice Parties would be given fifteen (15) days to object to the retention of such additional Ordinary Course Professional, and in the event no objection is filed, the retention of such Ordinary Course Professionals would be deemed approved by this Court, as of the date of filing of the Additional Ordinary Course Professionals Notice; provided, however, that if an objection is filed and served, and cannot be resolved within fifteen (15) days, the matter would be set for a hearing before this Court. 12. The Debtors propose that they be permitted to pay each approved Ordinary

Course Professional, without a prior application to the Court by such professional, 100% of the fees and expenses incurred upon the submission to and approval by the Debtors of an appropriate invoice setting forth, in reasonable detail, the nature of the services rendered and expenses actually incurred, up to a maximum of $25,000 per month per Ordinary Course Professional on average over a rolling three-month period (the OCP Fee Limit). 13. To the extent that an Ordinary Course Professional seeks compensation in excess

of the OCP Fee Limit (the Excess Fees), the Ordinary Course Professional shall file, and serve upon the Notice Parties, a Notice of Fees in Excess of the OCP Fee Limit (the Notice of Excess Fees) which shall include an invoice setting forth, in reasonable detail, the nature of the services rendered (redacted, as necessary, for privilege and attorney work product) and disbursements actually incurred. The Notice of Excess Fees would be exempted from the requirements of the

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Bankruptcy Code, the Bankruptcy Rules and/or the Local Rules, including, without limitation, Local Rule 2016-2, regarding the content of fee applications. After a Notice of Excess Fee is filed and served, Notice Parties shall have fifteen (15) days to object to the Notice of Excess Fees. If after fifteen (15) days no objection is filed, the Excess Fees shall be deemed approved, and the Ordinary Course Professional may be paid 100% of its fees and 100% of its expenses without the need to file a fee application. BASIS FOR RELIEF REQUESTED 14. The Debtors submit that this Court is empowered, under Bankruptcy Code

105(a), which enables a court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of the Bankruptcy Code, to grant the requested relief. For the reasons set forth below, the requested relief is necessary for the efficient administration of these cases and falls within this Courts equitable powers under 105(a). 15. Section 327(a) of the Bankruptcy Code provides, as follows: Except as otherwise provided in this section, the trustee, with the courts approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustees duties under this title. Section 327(e) further provides that, with the courts approval, a debtor may employ: for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed. 16. Section 328(a) of the Bankruptcy Code provides, in pertinent part, that the trustee

with the courts 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 6
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conditions of employment . . . . Section 330 of the Bankruptcy Code then further provides, in pertinent part: [a]fter notice to the parties in interest and the United States Trustee and a hearing, and subject to sections 326, 328, and 329, the court may award to a . . . professional person employed under section 327 or 1103 (A) reasonable compensation for actual, necessary services rendered by . . . the professional person, or attorney and by any paraprofessional person employed by any such person; and reimbursement for actual, necessary expenses.

(B) 17.

Finally, 105(a) of the Bankruptcy Code provides: The court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. No provision of this title providing for the raising of an issue by a party in interest shall be construed to preclude the court from, sua sponte, taking any action or making any determination necessary or appropriate to enforce or implement court orders or rules, or to prevent an abuse of process.

18.

Because the Ordinary Course Professionals will not be involved in the

administration of the Chapter 11 Cases, the Debtors do not believe that the Ordinary Course Professionals are professionals within the meaning of 327 of the Bankruptcy Code, whose retention must be approved by the Court. See In re First Merchs. Acceptance Corp., 1997 WL 873551, at *2 (Bankr. D. Del. Dec. 15, 1997). The First Merchants criteria are consistent with those utilized by other courts when examining the types of duties to be undertaken by a professional. See, e.g., Elastead v. Nolden (In re Thats Entmt Mktg. Group), 168 B.R. 226, 230-31 (N.D. Cal. 1994) (only retention of professionals whose duties are central to administration of estate requires prior court approval under 327); In re Madison Mgmt. Group, Inc., 137 B.R. 275, 283-84 (Bankr. N.D. Ill. 1992) (same); In re DLites of Am., Inc., 108 B.R. 352, 355 (Bankr. N.D. Ga. 1989) (Section 327 approval not necessary for one who provides 7
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services to debtor that are necessary regardless of whether petition was filed); In re Fretheim, 102 B.R. 298, 299 (Bankr. D. Conn. 1989) (only those professionals involved in actual reorganization effort, rather than debtors ongoing business, require approval under 327); In re Pac. Forest Indus., Inc., 95 B.R. 740, 743 (Bankr. C.D. Cal. 1989) (same); In re Johns-Manville Corp., 60 B.R. 612, 619 (Bankr. S.D.N.Y. 1986) (same). 19. Nevertheless, out of an abundance of caution and due to the essential nature of the

Ordinary Course Professionals to the Debtors businesses, the Debtors seek the relief requested in this Motion to avoid any subsequent controversy as to the Debtors retention, compensation, and reimbursement of the Ordinary Course Professionals during the pendency of the Chapter 11 Cases. Other than the Ordinary Course Professionals, all professionals employed by the Debtors to assist in the prosecution of the Chapter 11 Cases will be retained by the Debtors pursuant to separate retention applications and compensated in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable orders of this Court. 20. Although certain of the Ordinary Course Professionals may hold unsecured claims

against the Debtors in respect of pre-petition services rendered to the Debtors, the Debtors do not believe that any of the Ordinary Course Professionals represent or hold any interest adverse to the Debtors or to their estates with respect to the matters on which such professionals are to be employed, and thus, all Ordinary Course Professionals to be retained would meet, if applicable, the special counsel retention requirement of 327(e) of the Bankruptcy Code. 21. The Debtors seek to continue to employ the Ordinary Course Professionals to

render services to their estates similar to those rendered prior to the Petition Date. It is essential that the employment of the Ordinary Course Professionals, who are already familiar with the

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Debtors affairs, be continued on an ongoing basis, to enable the Debtors to conduct their ordinary business affairs without disruption. 22. Granting the relief requested herein will save the Debtors the expense of

separately applying for the employment and retention of each professional, and such relief is clearly contemplated by 327, 328, and 330 of the Bankruptcy Code, and within the Courts equitable powers provided for by 105(a) of the Bankruptcy Code. 23. Furthermore, relieving the Ordinary Course Professionals of the requirement of

preparing and prosecuting fee applications will save the estates the additional professional fees and expenses that would be incurred thereby. In light of the number of Ordinary Course Professionals and the significant costs associated with preparing retention applications for professionals who will receive relatively modest fees, the Debtors aver it would be impractical and inefficient for the Debtors and their legal advisors to prepare and submit individual applications and proposed retention orders for each Ordinary Course Professional. Likewise, the procedures outlined above will spare the Court and the United States Trustee from having to consider numerous fee applications involving relatively modest amounts of fees and expenses. 24. Indeed, the same or similar relief as requested herein has been approved in other

Chapter 11 cases filed in this District. See, e.g., In re DSI Holdings, Inc., Case No. 11-11941 (KJC) (Bankr. D. Del. July 21, 2011); In re Bwe Systec, Inc., Case No. 11-11187 (PJW) (Bankr. D. Del. May 11, 2011); In re CB Holding Corp., Case No. 10-13683 (MFW) (Bankr. D. Del. Dec. 16, 2010); In re Caribbean Petroleum Corp., Case No. 10-12553 (KG) (Bankr. D. Del. Oct. 13, 2010); In re The Fairchild Corp., Case No. 09-10899 (CSS) (Bankr. D. Del. Apr. 15, 2009); In re Aleris Intl, Inc., Case No. 09-10478 (BLS) (Bankr. D. Del. Mar. 10, 2009).

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25.

Accordingly, the Debtors submit that the proposed employment and retention of

the Ordinary Course Professionals and the payment of compensation on the basis set forth above is in the best interests of the Debtors, their estates, creditors, and other parties-in-interest. NOTICE 26. No trustee, examiner or creditors committee has been appointed in the Debtors

Chapter 11 Cases. The Debtors have provided notice of this Motion to: (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 Committee; and (vi) all other persons requesting notices pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Debtors respectfully

submit that no further notice is necessary. NO PRIOR REQUEST 27. No previous request for the relief sought herein has been made to this Court or to

any other court.

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CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit C, granting the relief requested herein and such other and further relief as may be just and proper under the circumstances. Dated: June 25, 2012 Wilmington, Delaware /s/ Andrew C. Irgens 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 -andJeffrey 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 11
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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: July 12, 2012 at 2:00 p.m. (EDT) Objection Deadline: July 6, 2012 at 4:00 p.m. (EDT)

NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on June 25, 2012, the above-captioned debtors (collectively, the Debtors) filed the Debtors Motion for Order Authorizing Employment and Retention of Professionals Used in Ordinary Course of Business Nunc Pro Tunc to June 10, 2012 (the Motion) 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 Motion 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 6, 2012 at 4:00 p.m. (Eastern Daylight Time). PLEASE TAKE FURTHER NOTICE that a hearing to consider the Motion, if required, will be held before The Honorable Christopher S. Sontchi, United States 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. (58-2201081); 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 (875688228); 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 Technology, 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.

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Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801 on July 12, 2012 at 2:00 p.m. (Eastern Daylight Time). IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

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Dated: June 25, 2012 Wilmington, Delaware /s/ Andrew C. Irgens 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 -andJeffrey 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

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EXHIBIT A List of Ordinary Course Professionals

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Ordinary Course Professionals PROFESSIONAL Kilpatrick Townsend & Stockton LLP Goulston & Storrs Alston & Bird Ogletree Deakins ADDRESS 1100 Peachtree Street Suite 2800 Atlanta, GA 30309-4528 400 Atlantic Avenue Boston, MA 02110-3333 1201 West Peachtree Street NW Atlanta, GA 30309 191 Peachtree Street, N.E. Suite 4800 Atlanta, GA 30303 125 Clairemont Ave # 420 Decatur Thistle House 4 Burnaby Street Hamilton HM 11 606-33 City Centre Dr. Mississauga, Ontario L5B 2N5 SERVICES PROVIDED Legal

Legal Legal Legal

Wilson, Morton & Downs Quorum Limited

Legal Legal

Hyde Legal Corporation

Legal

Bruce Mitchell & Associates Lenox Towers South 3390 Peachtree Road, NE, Suite 520 Atlanta, GA 30326 Stewart McKelvey Purdy's Wharf Tower 1 1959 Upper Water Street Suite 900 Halifax, NS B3J 3N2 P.O. Box 997 Halifax, NS, Canada B3J 2X2 Rawle & Henderson 1339 Chestnut Street One South Penn Square The Widener Building, 16th Floor Philadelphia, PA 19107 400 Maple Park Blvd # 402 St. Clair Shores, MI

Legal

Legal

Legal

Saurbier & Siegan PC

Legal

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PROFESSIONAL Lenczner Slaght Dave Larson

ADDRESS 130 Adelaide Street West #2600 Toronto, ON M5H 3P5, Canada As Individual Two Cleaver II Blvd, Suite 445 Kansas City, MO 64112 Withers, Brant, Igoe & Mullennix, P.C. Two South Main Liberty, MO 64068

SERVICES PROVIDED Legal Legal

Paliare Roland

250 University Avenue Suite 501 Toronto, Ontario M5H 3E5 10401 Holmes Road, Suite 300 Kansas City, MO 64131 2600 LeVeque Tower 50 West Broad Street Columbus, OH 43215 28 Lord Road - Suite 205 Marlborough, MA 01752 2050 Northpoint Drive Winston-Salem, NC 27106 The Woolworth Building 233 Broadway, Suite 850 New York, NY 10279 1100 Peachtree Street, NE, Suite 1200 Atlanta, GA 30309 10 Tenth Street Suite 1400 Atlanta, Georgia 30309-3851 PwC Tower 18 York Street, Suite 2600 Toronto M5J 0B2 Canada Kurt Bonatz, Account Manager 5 Concourse Parkway NE Suite 3000 Atlanta, Georgia 30328 2

Legal

Morrow, Willnauer, Klosterman and Church, LLC Scott, Scriven and Wahoff

Legal Legal

ENSTRAT, Inc. GeoScience & Technology, P.A Capalino + Company

Engineering / consulting Engineering / consulting Lobbying

Grant Thornton, LLP

Auditing

Price Waterhouse Coopers LLP (U.S) Price Waterhouse Coopers LLP (CDN)

Tax

Tax

The Sentio Group, LLC

Accounting / Finance

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PROFESSIONAL Gann Auto Group

ADDRESS Ken Gann, Principal 2685 US Highway 301N Jacksonville, FL 32234 1 South Wacker Drive Chicago, IL 60606 9119 Corporate Lake Drive Suite 150 Tampa Bay, FL 33634

SERVICES PROVIDED Consulting

Pretzel & Stouffer, Chtd. Gannett Fleming, Inc.

Legal Engineering / consulting

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EXHIBIT B Retention Affidavit

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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)

AFFIDAVIT AND DISCLOSURE STATEMENT OF __________________, ON BEHALF OF __________________________________ ) ) ss.: COUNTY OF ) ______________, being duly sworn, upon oath, deposes and says: STATE OF I am a __________ of ____________________________________, located at _______________________________________________ (the Company). 1. The above-captioned debtors and debtors in possession (collectively, the Debtors) have requested that the Company provide __________________________ services to the Debtors, and the Company has consented to provide such services. 2. The Company may have performed services in the past and may perform services in the future, in matters unrelated to the Debtors Chapter 11 Cases, for persons that are parties-in-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 of 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 11 Cases. 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.
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 (900169283); 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. (382918187); 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. (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.

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3. 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. 4. 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. 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: Amount of claim: Date claim arose: Source of claim: 8. Pre-petition claims against any of the Debtors held individually by any member, associate, or professional employee of the Company: Name: Status: Amount of Claim: $ Date claim arose: Source of claim: $

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.

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Dated: _____________________ __________, 2012 By: ________________________________

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EXHIBIT C Proposed Order

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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 EMPLOYMENT AND RETENTION OF PROFESSIONALS USED IN ORDINARY COURSE OF BUSINESS NUNC PRO TUNC TO JUNE 10, 2012 Upon consideration of the motion (the Motion)2 of the Debtors for an order, pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the employment and retention of the Ordinary Course Professionals; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and the Court having reviewed the Motion; and it appearing that the relief requested is in the best interests of the Debtors and their estates and creditors and all other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that
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 (900169283); 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. (382918187); 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. (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. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. 3. The Motion is granted as set forth herein. The form of the Retention Affidavit is approved. Pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule

2014, and Local Rule 2014-1, to the extent deemed necessary or appropriate by the Debtors, the Debtors are authorized to employ the Ordinary Course Professionals, including but not limited to those listed on Exhibit A attached to the Motion, in the ordinary course of business, effective as of June 10, 2012. 4. Within thirty (30) days of the later of the entry of this Order and the engagement

of such professional by the Debtors, each Ordinary Course Professional for the Debtors, including those listed on Exhibit A attached to the Motion, will serve upon the U.S. Trustee, the Debtors, and any official committees appointed in the Chapter 11 Cases, and file with the Court, a Retention Affidavit, substantially in the form attached to the Motion as Exhibit B, certifying that such Ordinary Course Professional does not represent or hold any interest adverse to the Debtors or to their estates with respect to the matter on which such it is to be employed, which form is hereby approved. 5. The Notice Parties shall be given fifteen (15) days from receipt of the Retention

Affidavit to object to the retention of such Ordinary Course Professional, and any such objections shall be served upon (i) proposed counsel to Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins and Christopher M. Samis); and Troutman Sanders LLP, Bank of America Plaza, 600

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Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308-2216 (Attn: Jeffrey W. Kelley), (ii) the U.S. Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David Buchbinder), (iii) the relevant Ordinary Course Professional, and (iv) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan). If no objection is submitted by the Objection Deadline with respect to such Ordinary Course Professional, the Debtors are hereby authorized to employ and to retain such Ordinary Course Professional without further order by this Court. 6. The Debtors are authorized to employ Ordinary Course Professionals not listed on

Exhibit A attached to the Motion, as the need arises, by filing the Additional Ordinary Course Professionals Notice and serving that notice, along with completed Retention Affidavits, on the Notice Parties. Upon receipt of the Additional Ordinary Course Professionals Notice, the Notice Parties shall be given fifteen (15) days to object to the retention of such additional Ordinary Course Professional. In the event no objection is filed prior to the Objection Deadline, the retention of such Ordinary Course Professionals shall be deemed approved by this Court. 7. The Debtors are authorized and empowered to pay compensation and to

reimburse expenses to each of the Ordinary Course Professionals retained pursuant to this Order in the customary manner, in the full amount billed by each such professional, upon receipt of a reasonably detailed invoice (a) indicating the nature of the services rendered and (b) calculated in accordance with such professionals standard billing practices (without prejudice to the Debtors right to dispute any such invoices), up to a maximum of $25,000 per month per Ordinary Course Professional on average over a rolling three-month period.

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8.

To the extent that an Ordinary Course Professional seeks compensation in excess

of the OCP Fee Limit (the Excess Fees), the Ordinary Course Professional shall submit a Notice of Fees in Excess of the OCP Fee Limit (the Notice of Excess Fees), which shall include an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred. Notice Parties shall then have fifteen (15) days to object to the Notice of Excess Fees. If after fifteen (15) days no objection is filed, the Excess Fees shall be deemed approved, and the Ordinary Course Professional may be paid 100% of its fees and 100% of its expenses without the need to file a fee application. 9. The Notice of Excess Fees is exempted from the requirements of the Bankruptcy

Code, the Bankruptcy Rules and/or the Local Rules, including, without limitation, Local Rule 2016-2, regarding the content of fee applications. 10. Notwithstanding the relief granted in this Order and any actions taken pursuant to

such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any claim against any Debtor; (b) a waiver of the Debtors right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Order or the Motion; (e) a request or authorization to assume any agreement, contract, or lease pursuant to 365 of the Bankruptcy Code; or (f) a waiver of the Debtors rights under the Bankruptcy Code or any other applicable law. 11. This Order shall not apply to any professional retained by the Debtors pursuant to

a separate order of this Court. 12. Notwithstanding anything to the contrary in this Order, the authorization granted

herein to the Debtors in no way requires the Debtors to make any payment.

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13.

The Debtors are authorized and empowered to take any necessary actions to

implement and effectuate the terms of this Order. 14. This Court shall retain jurisdiction over all matters arising from or related to the

interpretation and implementation of this Order. Dated: June ___, 2012 Wilmington, Delaware

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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