ORIGINAL

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. 73

INTERIM ORDER GRANTING MOTION OF DEBTORS FOR ORDER AUTHORIZING DEBTORS TO CONTINUE THEIR INSURANCE PROGRAMS

This matter is before the Courf on the motion of Allied Systems Holdings, Inc. and certain of its direct and indirect wholly-owned subsidiaries, the debtors and debtors in possession herein (collectively, the "Debtors"), for authority to continue their Insurance Programs (the
"Motion").

The Court has considered the Motion, the Declaration of Scott D. Macaulay in Support of Chapter 11 Petitions and First Day Motions, and the matters reflected in the record of the hearing held on the Motion. It appears that the Court has jurisdiction over this proceeding pursuant to 28 U.S.C. 157 and 1334; that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); that the Debtors have provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances and that no further notice is necessary; and that the relief

The Debtors in tbese cases, along witb the federal tax identification number (or Canadian business number where applicable) for each of tbe 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 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 tbe Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Capitalized terms not otberwise defmed herein shall have tbe meanings ascribed to !bern in tbe Motion.

RLFI 6090515v. I

sought in the motion is in the best interests of the Debtors, their estates, and their creditors; and that good and sufficient cause exists for such relief. Accordingly, it is hereby ORDERED as follows: I.
2.

The Motion is GRANTED as set forth herein on an interim basis. In addition, a Final Hearing with respect to the Motion shall be held on

0 .... 1'-J

t "l....

2012 at !:.._:~ Q.m. prevailing Eastern Time.

Any objections or

responses to the Motion shall be filed on or before parties in interest as required by the Local Rules. 3.

;);:, 1

"J

,6_, 2012, and served on

The Debtors are hereby: (a) authorized to maintain their Insurance Programs in

accordance with their prepetition practice, (b) authorized, but not required, to pay the following obligations due before the commencement of the Chapter II Cases: (i) insurance premiums, (ii) deductible reimbursement due to insurance carriers for insured commercial auto liability claims, and (iii) amounts due third party administrator for benefits paid or to be paid under workers' compensation programs with certain states for which the Debtors have self-insured retention, and (c) authorized, but not required, to pay in the ordinary course of business, as they become due during these Chapter II Cases: (i) insurance premiums and premium finance installments on insurance policies and premium finance agreements entered before or after the Petition Date, (ii) deductible reimbursement on commercial auto liability claims arising before or after the Petition Date and (iii) amounts due to third party administrators for administrative services and for benefits due on claims arising before or after the Petition Date under workers' compensation programs with certain states for which the Debtors have self-insured retention. 4. Payment of any prepetition amounts described in the foregoing paragraph 3 of this

Order is capped at $1,000,000 pending the Final Hearing. fwthCI, 1!11 payrilems matte pws=t

- 2RLFI 6090515v. I

to this Order are subject at all times to that certain budget as may be zme11tlsa ti'em tiiHe 't6 time
nrj+h
~

tb.g consent of the Agent wt4er tBs Debtets' dehtor-in-possegsiga Bela,eti dtaw teNn leaR

fa.;ility.

5.

Any payments made by the Debtors pursuant to this Order are not, and shall not

be deemed, an admission as to the validity of the underlying obligations, a waiver of any rights the Debtors may have to subsequently dispute such obligations, or an assumption of any agreements, contracts or leases under Section 365 of the Bankruptcy Code. 6. Nothing in this Order is intended or shall be construed to constitute relief from the

automatic stay under Section 362 of the Bankruptcy Code. 7. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the

Motion or otherwise deemed waived. 8. 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. 9. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. I 0. This Court shall retain jurisdiction to interpret and enforce this Order.

Dated: June ..lJ:=, 2012 Wilmington, Delaware

Tiffi S SONTCill UNITED STATES BANKRUPTCY JUDGE

I~~~lliR

-3RLFl 6090515v. I