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: Sept. 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: Sept. 21, 2012 at 4:00 p.m. (EDT)

DEBTORS MOTION PURSUANT TO BANKRUPTCY RULES 9006(b) AND 9027 FOR ORDER EXTENDING THE TIME TO FILE NOTICES OF REMOVAL OF CIVIL ACTIONS The above-captioned debtors and debtors-in-possession (Debtors) submit this motion (the Motion) for an order extending the time by which they must file notices of removal of related civil actions and proceedings pursuant to 28 U.S.C. 1452 and Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). In support of this Motion, the Debtors respectfully represent as follow: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider and determine this matter pursuant to 28

U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND 2. On May 17, 2012 (the Involuntary Petition Date), involuntary petitions were

filed against Allied Systems Holdings, Inc. (Allied Holdings) and its subsidiary Allied
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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Systems, Ltd. (L.P.) (Allied Systems) under chapter 11 of the Bankruptcy Code in this Court. On June 10, 2012 (the Voluntary Petition Date, and together with the Involuntary Petition Date, the Petition Date, as applicable to the particular Debtor), 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. Additional information

regarding the Debtors business and the background relating to events leading up to the abovecaptioned Chapter 11 cases can be found in the Declaration of Scott D. Macaulay in Support of First-Day Pleadings [Docket No. 80], which was filed on the Voluntary Petition Date. 3. The Debtors continue to operate their businesses as debtors-in-possession

pursuant to Sections 1107 and 1108 of title 11 of the United States Code (Bankruptcy Code). The Office of the United States Trustee for the District of Delaware (the U.S. Trustee) appointed an official committee of unsecured creditors (Committee) on June 19, 2012. RELIEF REQUESTED 4. By this Motion, the Debtors request entry of an order, substantially in the form

attached hereto as Exhibit A, pursuant to Bankruptcy Rules 9006(b) and 9027, extending the time within which the Debtors may file notices of removal of civil actions and proceedings (the Civil Actions) in which the Debtors are a party for an additional ninety (90) days after the date established by Bankruptcy Rule 9027, September 10, 2012 (Removal Deadline).2

As set forth in further detail below, Bankruptcy Rule 9027(a)(2) provides that notices of removal are to be filed within ninety (90) days after the entry of the order for relief. The Court entered orders for relief in the involuntary cases filed against Allied Holdings Allied Systems (the Involuntary Cases) on June 11, 2012, one day after the Voluntary Petition Date. Accordingly, the Removal Deadline in the Involuntary Cases expires on September 11, 2012. In order to establish uniform deadlines, however, this Motion requests an eighty-nine (89) day extension of the Removal Deadline in the Involuntary Cases, so that the Removal Deadline will be the same day for all Debtors, December 10, 2012.

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Accordingly, the Debtors are hereby requesting that the Removal Deadline be extended through and including December 10, 2012.3 BASIS FOR RELIEF 5. Section 1452 of title 28 of the United States Code provides for the removal of

civil claims or actions related to bankruptcy cases. Specifically, Section 1452 provides in pertinent part: (a) A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental units police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. The court to which such claim or cause of action is removed may remand such claim or cause of action on any equitable ground. An order entered under this subsection remanding a claim or cause of action, or a decision to not remand, is not reviewable by appeal or otherwise.

(b)

28 U.S.C. 1452. 6. Bankruptcy Rule 9027 sets forth the time periods for the filing of notices to

remove claims or causes of action. Specifically, Bankruptcy Rule 9027 provides, in pertinent part: If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the Code, or (C) 30 days

Pursuant to Rule 9006-2 of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the Local Rules), where a motion to extend the time to take any action is filed before the expiration of the period prescribed by the Code, the Fed. R. Bankr. P., these Local Rules, the District Court Rules, or Court order, the time shall automatically be extended until the Court acts on the motion, without the necessity for the entry of a bridge order. As such, to the extent the Court does not act on this Motion prior to September 10, 2012, the deadline to remove Civil Actions is automatically extended until the Court acts on this Motion.

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after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a)(2). 7. Bankruptcy Rule 9006 permits the court to extend the period provided by

Bankruptcy Rule 9027 to remove civil claims or actions. Specifically, Bankruptcy Rule 9006 provides, in pertinent part: Except as provided in paragraphs (2) and (3) of this subdivision, when an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion (1) with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order or (2) on motion made after the expiration of the specified period permit the act to be done where the failure to act was the result of excusable neglect. Fed. R. Bankr. P. 9006(b)(1). 8. It is well-settled, in this district and others, that this Court is authorized to extend,

for cause, the removal period provided under 28 U.S.C. 1452 and Bankruptcy Rule 9027. See Pacor, Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir. 1984) (stating bankruptcy courts power to grant extension of removal period pursuant to Bankruptcy Rule 9006(b) is clear), overruled on other grounds by Things Remembered, Inc. v. Petrarca, 516 U.S. 124, 134-35 (1995); see also Caperton v. A.T. Massey Coal Co., Inc., 251 B.R. 322, 325 (S.D. W. Va. 2000) (noting Bankruptcy Rule 9006 provides authority to enlarge time periods for removing actions under Bankruptcy Rule 9027); In re Jandous Elec. Constr. Corp., 106 B.R. 48, 50 (Bankr. S.D.N.Y. 1989) (finding period in which to file motion to remove may be expanded pursuant to Bankruptcy Rule 9006); In re World Fin. Servs. Ctr., Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal. 1987) (noting United States Supreme Court intended to give bankruptcy judges power to enlarge filing periods under Bankruptcy Rule 9027(a) pursuant to Bankruptcy Rule 9006(b)); Raff v. -4RLF1 6928544v.1

Gordon, 58 B.R. 988, 990 (E.D. Pa. 1986) (finding expansion of time to file notices of removal is authorized under Bankruptcy Rules). CAUSE EXISTS TO WARRANT EXTENSION OF THE REMOVAL PERIOD 9. The time within which the Debtors must file motions to remove the Civil Actions

is currently set to expire on September 10, 2012. Since the Petition Date, the Debtors have focused their efforts on maintaining the stability of their businesses and ensuring a smooth transition into Chapter 11. In the first few months of these cases, the Debtors have devoted significant time to (i) negotiating and securing DIP financing; (ii) working to maintain vendor relationships to ensure critical suppliers of goods and services are uninterrupted; (iii) preparing schedules of assets and liabilities and statements of financial affairs; (iv) responding to discovery requests from the Committee; and (v) evaluating, in coordination with the Debtors proposed financial advisor and investment banker, Rothschild, Inc., certain potential transactions. 10. With respect to the Civil Actions, the Debtors are continuing to review their files

and records to determine whether they should remove any claims or civil causes of action to which they are or might become a party. One or more Debtors are parties to approximately thirty-three (33) lawsuits subject to removal under 28 U.S.C. 1452. Additionally, one or more Debtors are respondents in approximately two hundred and seventy (270) workers compensation actions. The Debtors have rightfully focused the bulk of their energy in the early months of these cases on stabilizing operations and assessing restructuring options. As a result, the Debtors require additional time to consider removing the Civil Actions. Extending the period through and including December 10, 2012, will permit the Debtors to review timely their pending litigation matters and properly evaluate them within the larger context of these Chapter 11 Cases and, the Debtors submit, will not unduly prejudice any counterparty to the Civil Actions. -5RLF1 6928544v.1

11.

Courts in this District have granted similar relief in other large Chapter 11 cases.

See, e.g., In re Blitz U.S.A., Inc., Case No. 11-13603 (PJW) (Bankr. D. Del. Feb. 23, 2012) (extending removal deadline one hundred and twenty (120) days); In re Nassau Broadcasting Partners, L.P., Case No. 11-12934 (KG) (Bankr. D. Del. Jan. 3, 2012) (extending removal deadline ninety (90) days); In re Harry & David Holdings, Inc., Case No. 11-10884 (MFW) (Bankr. D. Del. July 13, 2011) (extending removal deadline); In re Stallion Oilfield Services Ltd, Case No. 09-13562 (BLS) (Bankr. D. Del. Apr. 1, 2010) (extending removal deadline 180 days); In re Capmark Financial Group Inc., Case No. 09-13684 (CSS) (Bankr. D. Del. Jan. 19, 2010) (extending time for removal by 120 days). The Debtors submit the ninety (90) days requested herein is well within the range of extensions granted by other courts in similar circumstances. 12. Finally, the Debtors reserve the right to request additional extensions of the

Removal Deadline should they become necessary. Unless the requested extension is granted, the Debtors believe they will not have sufficient time to fully consider the removal of the Civil Actions. Accordingly, the Debtors submit that cause exits to grant the relief requested herein. NOTICE 13. Notice of this Motion has been provided via regular mail to: (i) the U.S. Trustee;

(ii) counsel for the agent for the Debtors debtor-in-possession lenders; (iii) counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., Spectrum Investment Partners LP, The CIT Group/Business Credit, Inc. and the other lenders party to the Debtors pre-petition first lien credit agreement for which Debtors have valid contact information; (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) opposing counsel of record in the Civil Actions or if no there is no opposing counsel of record, the plaintiffs in the Civil Actions; (vi) counsel for the Committee; and (vii) all other persons requesting notices. -6RLF1 6928544v.1

NO PRIOR REQUEST 14. The Debtors have not previously sought the relief requested herein from this or

any other Court.

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A: (i) extending the Debtors time under Bankruptcy Rule 9027(a) to file notices of removal of the Civil Actions for approximately ninety (90) days through and including December 10, 2012; and (ii) granting such other and further relief as the Court deems just and proper. Dated: September 7, 2012 Wilmington, Delaware Respectfully submitted, /s/ Marisa A. Terranova Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) Carolyn P. Richter (GA Bar No. 574097) 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 Email: ezra.cohen@troutmansanders.com Email: carolyn.richter@troutmansanders.com Attorneys for the Debtors and Debtors-inPossession

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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: Sept. 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: Sept. 21, 2012 at 4:00 p.m. (EDT)

NOTICE OF DEBTORS MOTION PURSUANT TO BANKRUPTCY RULES 9006(b) AND 9027 FOR ORDER EXTENDING THE TIME TO FILE NOTICES OF REMOVAL OF CIVIL ACTIONS PLEASE TAKE NOTICE that, on September 7, 2012, the above captioned debtors and debtors in possession (collectively, the Debtors) filed the Motion Pursuant to Bankruptcy Rules 9006(b) and 9027 for Order Extending the Time to File Notices of Removal of Civil Actions (the Motion) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (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 Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before September 21, 2012 at 4:00 p.m. (Eastern Daylight Time). PLEASE TAKE FURTHER NOTICE that if an objection is timely filed, served and received and such objection is not otherwise timely resolved, a hearing to consider such
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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objection and the Motion will be held before The Honorable Christopher S. Sontchi at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801 on September 28, 2012 at 11:00 a.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. Dated: September 7, 2012 Wilmington, Delaware Respectfully submitted, /s/ Marisa A. Terranova Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) Carolyn P. Richter (GA Bar No. 574097) 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 Email: ezra.cohen@troutmansanders.com Email: carolyn.richter@troutmansanders.com Attorneys for the Debtors and Debtors-inPossession -2RLF1 6928544v.1

EXHIBIT A (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 PURSUANT TO BANKRUPTCY RULES 9006(B) AND 9027 FOR ORDER EXTENDING THE TIME TO FILE NOTICES OF REMOVAL OF CIVIL ACTIONS Upon the motion dated September 7, 2012 (the Motion)2 of the above-captioned debtors and debtors-in-possession (Debtors) for an order extending the time by which the Debtors must file notices of removal of civil actions and proceedings to which the Debtors are or may become parties (collectively, the Civil Actions) pursuant to 28 U.S.C. 1452 and Bankruptcy Rule 9027, all as more fully described in the Motion, and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 1334; and in consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that no other or further notice need be provided; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest, and that the legal and factual bases
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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is granted as may be modified herein. The time provided by Bankruptcy Rule 9027 within which the Debtors must file

notices of removal of the Civil Actions is extended ninety (90) days after the time provided by Bankruptcy Rule 9027, through and including December 10, 2012. 3. This Order shall be without prejudice to the Debtors right to request a further

extension of time to file notices of removal of the Civil Actions. 4. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: September ___, 2012 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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