In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ORIGINAL
ALLIED SYSTEMS HOLDINGS, INC., et aL,' Case No. 12-11564 (CSS)
(Jointly Administered)
Re: Docket No. 72
Debtors.
INTERIM ORDER DETERMINING ADEQUATE
ASSURANCE OF PAYMENT FOR FUTURE UTILITY SERVICES
Upon the motion (the "Motion'')' of Allied Systems Holdings, Inc. and its U.S. and
Canadian subsidiaries (collectively, the "Debtors"), for entry of an interim order (this "Order")
(a) deeming utilities adequately assured of payment, (b) prohibiting utilities from altering,
refusing, or discontinuing services, (c) establishing procedures for resolving requests for
additional assurance and (d) scheduling a final hearing (the "Final Hearing") to consider entry
of the Final Order; and upon the Declaration of Scott D. Macaulay in Support of Chapter 11
Petitions and First Day Motions, filed on the Petition Date; and the Court having found that: (i)
the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (ii) this is a
core proceeding pursuant to 28 U.S.C. 157(b)(2); (iii) venue of this proceeding and the Motion
in this district is proper pursuant to 28 U.S.C. 1408 and 1409; (iv) the relief requested in the
Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest;
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 Park1ake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
2
Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to them in the
Motion.
RLFl 6090485v. 1
and (v) the Debtors provided appropriate notice of the Motion and the opportunity for a hearing
on the Motion under the circumstances; and the Court having reviewed the Motion and having
heard the statements in support of the relief requested therein at a hearing before the Court (the
"Hearing"); and the Court having determined that the legal and factual bases set forth in the
Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the
proceedings had before the Court; and after due deliberation and sufficient cause appearing
therefore,
IT IS HEREBY ORDERED THAT:
I. The Motion is GRANTED as set forth herein on an interim basis.
2. In addition, a Final Hearing with respect to the Motion shall be held on
S-.... 1:;::, I..,_ , 2012 at -6"0 8./p.m. prevailing Eastern Time. Any objections or
responses to the Motion (including any objections to the proposed Adequate Assurance
Proceedings) shall be filed within Fifteen (1 ) days Bfthe enliy of this :r"' I '::) ' J '2 .. 1
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3. The Debtors shall deposit the Adequate Assurance Deposit into the Adequate
Assurance Deposit Account as provided in the Motion within twenty (20) business days
following entry of this Order.
4. Absent compliance with the procedures set forth in the Motion and this Order, the
Debtors' utility providers (the "Utility Companies") are prohibited from altering, refusing or
discontinuing service on account of any unpaid prepetition charges and are deemed to have
received adequate assurance of payment in compliance with Section 366 of the Bankruptcy
Code, pending entry of the Final Order.
5. The Adequate Assurance Deposit in conjunction with the Debtors' cash flow from
operations, cash on hand and proceeds from the proposed debtor-in-possession facility
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RLFl 6090485v. 1
demonstrate the Debtors' ability to pay for future utility services in the ordinary course of
business (together, the "Proposed Adequate Assurance") and constitute sufficient adequate
assurance to the Utility Companies. The Proposed Adequate Assurance is, therefore, hereby
approved and is deemed adequate assurance of payment as the term is used in Section 366 of
the Bankruptcy Code, except as otherwise determined pursuant to this Order, pending entry of
the Final Order.
6. The following Adequate Assurance Procedures are approved:
I.
11.
111.
IV.
RLFI 6090485v. I
In the event that a Utility Company maintains that the Adequate
Assurance Deposit is not satisfactory assurance of future payment,
the Utility Company must serve a request (an "Additional
Adequate Assurance Request") for additional adequate assurance
upon the proposed counsel for the Debtors-Troutman Sanders
LLP, Suite 5200, 600 Peachtree Street, N.E., Atlanta, Georgia
30308, c/o Jeffrey W. Kelley; and Richards, Layton & Finger,
P.A., One Rodney Square, 920 North King Street, Wilmington,
Delaware 19801, c/o Mark D. Collins, and counsel to the Debtors'
proposed agent under the DIP Facility, Latham & Watkins LLP,
355 South Grand Avenue, Los Angeles, CA 90071-1560, c/o
Robert Klyman and Young Conaway Stargatt & Taylor, LLP, 1000
N. King Street., Wilmington, DE 19801, c/o Michael Nestor.
Any Additional Adequate Assurance Request must: (i) be made in
writing; (ii) set forth the location(s) for which Utility Services are
provided, including corresponding account number(s); (iii) include
a summary of the Debtors' payment history relevant to the affected
account( s ), including any deposit, letter( s) of credit, or other
security securing the Debtors' obligation(s); (iv) set forth what the
Utility Company would accept as satisfactory adequate assurance
of future payment; and (v) provide a fax and electronic mail
address to which the Debtors may respond to the Additional
Adequate Assurance Request.
'(
The Debtors shall promptly (the "Resolution Period")@ negotiate
with the Utility Companies that serve an Additional Adequate
Assurance Request.
Without further order of the Court, the Debtors may enter into
agreements granting additional adequate assurance to a Utility
Company serving a timely Additional Adequate Assurance
Request if the Debtors, in their discretion, determine that the
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Additional Adequate Assurance Request is reasonable or if the
parties negotiate alternate consensual tile
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v. If the Debtors determine that an Additional Adequate Assurance
Request is unreasonable and are not able to reach a prompt
alternative resolution with the Utility Company during the
Resolution Period, the Debtors, during or immediately after the
Resolution Period, will request a hearing before the Court at the
next regularly scheduled omnibus hearing date to determine the
adequacy of assurance of payment with respect to a particularly
Utility Company, pursuant to Section 366 of the Bankruptcy Code
(the "Determination Hearing").
VI. Pending resolution of any such Determination Hearing, the Utility
Company shall be prohibited from altering, refusing, or
discontinuing services to the Debtors.
7. This Order applies to any subsequently identified Utility Company, regardless of
when each Utility Company was added to the Utility Service List.
8. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the
Motion or otherwise deemed waived.
9. To the extent the fourteen-day stay of Bankruptcy Rule 6004(h) may be construed
to apply to the subject matter of this Order, such stay is hereby waived.
I 0. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
II. This Court shall retain jurisdiction to interpret and enforce this Order.
Dated: June /V , 2012
Wilmington, Delaware
RLFI 6090485v. I
THE S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
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