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)

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(Jointly Administered)

AFFIDAVIT AND DISCLOSURE STATEMENT OF DAVID BENOIT, ON BEHALF OF SWERDLIN & COMPANY

STATE OF GEORGIA COUNTY OF FULTON

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David Benoit, Esq., being duly sworn, upon oath, deposes and says: I am the General Counsel ofSwerdlin & Company, located at 5901 Peachtree Dunwoody Road, Building B, Suite 170, Atlanta, Georgia 30328 (the "Company"). My direct telephone number is (678) 775-5517. L The above-captioned debtors and debtors in possession (collectively, the "Debtors") have requested that the Company provide employee benefit consulting, retirement and health and dependent care flexible spending account recordkeeping, annual actuarial valuations, accounting standard-specific disclosures and cost reporting, and other similar services (including but not limited to production and filing of required forms and reports) with regard to the Allied Defined Benefit Pension Plan, the Allied Systems, Ltd. UAW Local 95 Unit 2 Retirement Income Plan, the Allied Systems, Ltd. Office Workers UAW Local 95 Retirement Income Plan, the Allied Canadian Postretirement Benefit Plan, the Allied Employee Benefit Plan, and the Allied Retiree Benefit Plan (collectively, the "Employee Benefit Plans") to the Debtors, and the Company has consented to provide such services.

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 Techoology LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); aod 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, Atlaota, Georgia 30345.

2. The Company may have performed services in the past and may perform services in the future, in matters unrelated to the Debtors' Chapter II Cases, for persons that are parties-in-interest in the Chapter II 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 II Cases. The Company does not perform services for any such person or entity in connection with the Chapter II 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.
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.
5. The Debtors currently owe the Company a combined total of twenty thousand, three hundred and seventy nine dollars ($20,379.00) for services undertaken with regard to the Employee Benefit Plans as of October 2, 2012. 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:
$0.00

Ongoing employee benefit consulting, retirement and health flexible spending account recordkeeping, actuarial and other similar services with regard to the Employee Benefit Plans of the Debtors

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. No adverse interest is expected- Swerdlin & Company will continue to be engaged as a service provider I ordinarv course professional with regard to administration of Debtors' employee benefit plans.

Dated: October 2, 2012

NOTARY PUBLIC CERTIFICATE

In Presence of I e c~ 'Notary Public authorizing this instrument, who certifies that he/she has seen the doc ~nts that evidence that the person appearing herein is David A. Benoit.

Mo..x;f'l

SUBSCRIBED BEFORE ME in \?e J(c:..\ \o

2012.

County, Georgia on this the~ day of October,

[SEAL]