In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
Case No. 12-11564 (CSS)
Debtors. (Jointly Administered)
Re: Docket No. 77
ORIGINAL
ORDER AUTHORIZING DEBTORS TO (A) MAINTAIN EXISTING CASH
MANAGEMENT SYSTEM AND BANK ACCOUNTS, (B) CONTINUE USE OF
EXISTING CHECKS AND BUSINESS FORMS, (C) OBTAIN LIMITED WAIVER OF
34S(b), AND (D) CONTINUE TO MAKE INTERCOMPANY ADVANCES WITH
364(c)(l) ADMINISTRATIVE PRIORITY
This matter is before the Court
2
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 (a) maintain existing cash management
system and bank accounts, (b) continue use of existing checks and business forms, (c) obtain
limited waiver of 345(b ), and (d) continue to make intercompany advances with 364( c )(I)
administrative priority (the "Motion").
The Court has considered the Motion, the Declaration of Scott D. Macaulay in Support of
Chapter II 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
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 Driveway 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 Parklake 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 6090409v. 1
28 U.S.C. !57 and !334; 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
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. The Motion is GRANTED as set forth herein.
2. The Debtors are authorized to continue to use their prepetition cash management
system procedures, as described in the Motion, in the ordinary course of business.
3. The Debtors are authorized and empowered to (a) designate, maintain, and
continue to use any and all existing bank accounts with the same account numbers, including,
without limitation, the accounts identified in Exhibit A to this Order; and (b) treat the bank
accounts for all purposes as accounts of the Debtors as debtors-in-possession.
4. The banks at which the Debtors' bank accounts are maintained (collectively, the
"Banks") are authorized to continue to service and administer the applicable bank accounts as
accounts of the respective Debtor as a debtor-in-possession without interruption and in the usual
and ordinary course, and to receive, process and honor and pay any and all checks, drafts, wires,
or automated clearing house transfers ("ACH Transfers") drawn on the bank accounts after the
Petition Date by holders or makers thereof, as the case may be. The Debtors shall reimburse the
Banks for any claim arising prior to or after the Petition Date in connection with customer checks
deposited with the Banks which have been dishonored or returned for insufficient funds in the
applicable customer account; provided, however, that, in addition to the requirements thereof,
any checks, drafts, wires, or ACH Transfers drawn or issued by the Debtors before the Petition
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Date shall be timely honored by any such Bank to the extent necessary to comply with any
order( s) of this Court issued from time to time authorizing payment of certain prepetition claims,
unless such Bank is instructed by the Debtors to stop payment on or otherwise dishonor such
check, draft, wire or ACH Transfer.
5. The Banks (a) are authorized to accept and honor all representations from the
Debtors as to which checks, drafts, wires, or ACH Transfers should be honored or dishonored
consistent with any order(s) of this Court, whether the checks, drafts, wires, or ACH Transfers
are dated prior to, on, or subsequent to the Petition Date, and whether or not the Bank believes
the payment is or is not authorized by any order(s) of this Court, (b) have no duty to inquire as to
whether such payments are authorized by any order(s) of this Court, and (c) have no liability to
any party on account of following the Debtors' instructions in accordance with this Order.
6. Nothing contained herein shall prevent the Debtors from opening any additional
bank accounts, sw.Qjgst te tki K'iniremepts set WAR YBSM ifte Debtors' propased t\ebtor-in-
pos3cssian delayed dtan tcrnt lomt facUlty (tTie Dtr Facilit,**), or closing any existing bank
account(s) as they may deem necessary and appropriate, and the Banks are authorized to honor
the Debtors' requests to open or close, as the case may be, such bank accounts or additional bank
accounts; provided, however, that any new account shall be with a bank that is insured with the
Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation
and that is organized under the laws of the United States or any State therein, and provided,
further, the Debtors shall give prompt notice of the opening of any new bank accounts to counsel
to the Agent for the DIP Facility, the Office of the United States Trustee for the District of
Delaware and any statutory committee appointed in these Chapter 11 Cases.
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7. Any and all bank accounts opened by the Debtors on or after the Petition Date at
any Bank shall, for all purposes under this Order, similarly be subject to the rights and
obligations of this Order; provided, however that the Debtors shall open any new bank account
only at banks that have executed a Uniform Depository Agreement with the Office of the United
States Trustee for the District of Delaware, or at such banks that are willing to immediately
execute such an agreement
8. For Banks at which the Debtors hold accounts that are party to a Uniform
Depository Agreement with the Office of the United States Trustee for the District of Delaware,
within fifteen (15) days of the date of entry of this Order, the Debtors shall (a) contact each
Bank, (b) provide the Bank with each of the Debtors' employer identification numbers and (c)
identifY each of their bank accounts held at such Banks as being held by a debtor-in-possession
in a bankruptcy case.
9. For Banks at which the Debtors hold accounts that are not party to a Uniform
Depository Agreement with the Office of the United States Trustee for the District of Delaware,
the Debtors shall use their good-faith efforts to cause the banks to execute a Uniform Depository
agreement in a form prescribed by the Office of the United States Trustee within forty-five (45)
days after the date of this Order. The United States Trustee's rights to seek further relief from
this Court on notice in the event that the aforementioned banks are unwilling to execute a
Uniform Depository Agreement in a form prescribed by the United States Trustee are fully
reserved.
10. The Debtors and the Banks are hereby authorized to continue to perform pursuant
to the terms of any prepetition agreements that may exist between them pertaining to the deposit
accounts or cash management system, except and to the extent otherwise directed by the terms of
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this Order. The parties to such agreements shall continue to enjoy the rights and remedies
afforded to them under such agreements, except to the extent modified by the terms of this Order
or by operation of the Bankruptcy Code.
II. The Debtors are authorized to continue to consolidate the management of their
cash and cash equivalents, including, without limitation, their prepetition bank accounts and
procedures related to investments of cash, and to effectuate the transfer of funds by and among
the Debtors as and when needed and in the amounts necessary or appropriate to maintain their
operations in the ordinary course of business; provided, however, that the Debtors shall maintain
accurate and detailed records of all transfers, including intercompany transfers, so that all
transactions may be readily ascertained, traced, recorded properly and distinguished between
prepetition and postpetition transactions.
12. The Debtors are authorized to maintain the L/C Collateral Accounts.
13. The Debtors are authorized to continue to use their existing checks, business
forms and documents related to their bank accounts for a period of forty-five (45) days from the
entry of this Order while the Debtors determine if compliance with the U.S. Trustee Guidelines
and Local Rule 2015-2 regarding the inclusion of the "debtor-in-possession" designation on the
checks is a viable option for the Debtors. If, at the conclusion of the forty-five (45) day period,
the Debtors are able to reach an agreement with the Office of the United States Trustee regarding
such requirement, the Debtors will submit to the Court an order under certification of counsel
authorizing the resolution for the Court's approval. Alternatively, if at the conclusion of the
forty-five (45) day period, the Debtors determine that they will be unable to comply with such
requirement, the Debtors shall promptly file a motion seeking authority to deviate from such
requirement to be heard at the next available omnibus hearing date.
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14. The Debtors are authorized to continue to enter into Intercompany Transactions in
the ordinary course of business as described in the Motion.
15. All claims against a Debtor by another Debtor, arising after the Petition Date as a
result of the Intercompany Transactions, are hereby accorded administrative expense status under
341 ( c )(I) of the Bankruptcy Code (as may be modified by any interim or final orders of this
Court authorizing the Debtors to incur post-petition financing).
16. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the
Motion or otherwise deemed waived.
17. Notice of the Motion as provided therein shall be deemed good and sufficient and
the requirements of Local Rule 6004(a) and the Local Rules are satisfied by such notice.
18. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order
shall be immediately effective and enforceable upon its entry.
19. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
20. This Court shall retain jurisdiction to interpret and enforce this Order.
Dated: June I'd--, 2012
Wilmington, Delaware
RLFl 6090409v. l
TilE S. SONTC!fl
UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT A
Deposit Accounts of Allied Holdings, Inc. and Debtor Subsidiaries
U.S. Accounts
Name of Depository Bank Account Number Account Name
Allied Systems Holdings, Inc_ Bank of America 9429019178 DDA/Benefits'
Allied Systems, Ltd. Fidelity National Bank 47745 Imp rest
Distribution
Account
Allied Systems, Ltd. Bank of America 2108306220 Convenience
Axis Group Inc. Fidelity National Bank 73660 Escrow
Logistics Technology LLC Fidelity National Bank 81981 Convenience
Logistics Systems LLC Fidelity National Bank 81191 Convenience
AXISARETALLC
Fidelity National Bank
82538
Convenience
Allied Systems, Ltd. Fidelity National Bank 80047063 Investment
Account
Allied Systems Holdings, Inc. Fidelity National Bank 59328 Imp rest
Concentration
Account
Allied Systems, Ltd. First Bank- Wentzville 9872802327 Convenience
FJB M&l Bank of Janesville 24578609 Convenience
Allied Systems, Ltd. Charter One Bank 3850461854 Convenience
Allied Systems (Canada) J.P_ Morgan Chase 958303 Lockbox Covered by
Company Account
Control Agreement
in favor of
Collateral Agent
Allied Automotive Group, Inc. J.P. Morgan Chase 363653464 Lock box Covered by
Account
Control Agreement
in favor of
Collateral Agent
Allied Automotive Group, Inc. J.P. Morgan Chase 363653384 Lockbox Covered by
Account
Control Agreement
in favor of
Collateral Agent
Axis Group, Inc. J.P. Morgan Chase 363653534 Lockbox
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RLF I 6090409v. I
Account
Control Agreement
in favor of
Collateral Agent
Cordin Transport J.P. Morgan Chase 363653794 Lockbox Covered by
Account
Control Agreement
in favor of
Collateral ARent
CT Services. Inc. J.P. Morgan Chase 363653614 Lockbox Covered by
Account
Control Agreement
in favor of
Collateral Agent
Allied Systems Holdings, Inc. Bank of America 5800299454 DDA Covered by
Account
Control Agreement
in favor of
Collateral ARent
Allied Systems Holdings, Inc. Bank of America 5590056569 CDA
4
Allied Systems Holdings, Inc. Bank of America 5590056577 CDA
Allied Automotive Group Bank of America 5590056585 CDA
Allied Automotive Group Bank of America 5590056601 CDA
Allied Automotive Group Bank of America 5800299520 DDA
Allied Automotive Group Bank of America 5590056593 CDA
Axis Group, Inc. Bank of America 5590056627 CDA
Axis Group, Inc. Bank of America 5590056635 CDA
Allied Systems LTD Wells Fargo 3090005855843 Convenience
Allied Systems LTD Wells Fargo 2044200166795 Convenience
Allied Systems LTD The Ohio State Bank 7092174 Convenience
Allied Systems LTD PNCBank 55-1066-4125 Convenience
Allied Automotive Group J.P. Morgan Chase 904123596 DDA Covered by
Account
Control Agreement
in favor of
Collateral ARent
Axis J.P. Morgan Chase 904123561 DDA Covered by
Account
Control Agreement
in favor of
Collateral ARent
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RLFI 6090409v. I
Allied Systems Holdings, Inc. J.P. Morgan Chase 904123677 DDA
Covered by
Account
Control Agreement
in favor of
Collateral Agent
Allied Systems Holdings, Inc. First Citizens Bank 67694 CD A/Benefits
Allied Systems Holdings, Inc. Wells fargo 83852600 CD Collateralizing
State of Missouri
LOC
Allied Systems Holdings, Inc. Fidelity National Bank 20063861038 CD collateralizing
State of Florida
LOC
Canadian Accounts
Name of Depository Bank Account Number Account Name
Allied Systems (Canada) Scotia Bank 59782 00611-15 Operating Covered by
Company Account
Control Agreement
in favor of
Collateral Agent
Allied Systems (Canada) Scotia Bank 59782 00732-10 CD A/Payroll
Company
Allied Systems (Canada) Scotia Bank 59782 00735-12 CD A/Benefits
Company
Allied Systems (Canada) Scotia Bank 59782 86627-11 Operating Covered by
Company Account
Control Agreement
in favor of
Collateral Agent
Axis Canada Company Scotia Bank 59782 00101-11 Operating Covered by
Account
Control Agreement
in favor of
Collateral Agent
Axis Canada Company Scotia Bank 59782 00105-10 CD A/Payroll
Allied Systems (Canada) Scotia Bank 59782 00191-19 Imprest
Company Concentration
Account
Allied Systems (Canada) Scotia Bank 59782 00737-17 Imp rest Covered by
Company Concentration Account
Account Control Agreement
in favor of
Collateral Agent
Allied Systems (Canada) Scotia Bank 59782 87456-17 Imprest
Company Concentration
Account
Allied Systems (Canada) Scotia 597820036412 CD A/Payroll
Company
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