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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: August 28, 2012 at II :00 a.m. (EDT) Objection Deadline: July 17, 2012 at 4:00p.m. (EDT)

DEBTORS' APPLICATION FOR ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE ADMINISTRATIVE SERVICES TO THE DEBTORS PURSUANT TO SECTIONS 327(a), 328 AND 1107(b) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014 NUNC PRO TUNC TO JUNE 10, 2012

Allied

Systems

Holdings,

Inc.

("Allied

Holdings")

and

its

U.S.

and

Canadian

subsidiaries (collectively, the "Debtors") respectfully submit this application for entry of an

order, pursuant to §§ 327(a), 328 and 1107(b) of title

11

of the United States Code (the

"Bankruptcy Code"); Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules");

and Rule

2014-1

of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local

Rules"), authorizing the Debtors to retain Rust Consulting/Onmi Bankruptcy ("Rust Omni") to

provide certain administrative services to the Debtors (the "Application") effective as June 10,

20 12 and on the terms and conditions set forth in Debtors' engagement agreement with Rust

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 (875688228); 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 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

2402971v8

Omni, attached hereto as Exhibit A (the "Engagement Agreement").

In support of the

Application, the Debtors rely upon and incorporate by reference the declaration of Paul H.

Deutch in Support of the Application (the "Deutch Declaration"), a copy of which is attached

hereto as Exhibit B.

follows:

In further support of the Application, the Debtors respectfully represent as

Jurisdiction and Venue

1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.

§ 1334.

Consideration of this Application is a core proceeding pursuant to 28 U.S.C. § 157(b).

Venue of this proceeding is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Background

2. On May 17, 2012, involuntary petitions were filed against Allied Holdings and its

subsidiary Allied Systems, Ltd. (L.P .) ("Allied Systems") under Chapter II of the Bankruptcy

Code in this Bankruptcy Court (the "Court").

On June 10, 2012 (the "Commencement Date"),

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.

The

"Petition Date" of such Debtor is the date that such involuntary petition or voluntary petition was

filed by or against such Debtor.

"Chapter 11 Cases."

The Chapter 11 cases connnenced thereby are, collectively, the

3. The Debtors are authorized to operate their businesses as debtors-in-possession

pursuant to§§ 1107 and 1108 of the Bankruptcy Code.

On June 19, 2012, an official committee

of unsecured creditors (the "Creditors' Committee") was appointed by the Office of the United

States Trustee (the "U.S. Trustee").

240297lv8

-2-

Relief Requested

4. By this Application, the Debtors respectfully request entry of an order, pursuant to

§§ 327(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016 and Local

Rule 2014-1, authorizing the employment and retention of Rust Omni nunc pro tunc to the

Commencement Date. This Application requests that Rust Omni be authorized to provide certain

administrative services (the "Administrative Services") in connection with these Chapter II

Cases pursuant to the terms and conditions of the Engagement Agreement?

Administrative Services to be Provided 3

5. The Debtors seek to retain Rust Omni to provide the following Administrative

Services, among others, if and to the extent requested:

(a)

Assist the Debtors in analyzing claims filed against their estates;

(a)

Assist with the preparation of the Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs (collectively, the

"Schedules");

(b)

Tabulate votes and perform subscription services as may be requested or required in connection with any and all Chapter 11 plans that may be filed by the Debtors and provide ballot reports and related balloting and tabulation services to the Debtors and their professionals;

(c)

Generate an official ballot certification and testifY, if necessary, in support of the ballot tabulation results; and

(d)

Perform such other administrative services as may be requested by the Debtors that are not otherwise allowed under the 156(c) Order.

6. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court

approval "may employ one or more attorneys, accountants, appraisers, auctioneers, or other

2 On June 12, 2012 Rust Omni was appointed Claims and Noticing Agent for the Debtors pursuant to § 156(c) of title 28 of the United States Code,§ 105(a) of the Bankruptcy Code, Bankruptcy Rule 2002(!) and Local Rule 2002- 1 in accordance with the Court's Protocol for the Employment of Claims and Noticing Agents Under 28 US. C. § 156(c) (the "!56(c) Order"). [Docket No. I03]. 3 The services set forth herein are only a summary ofthe services to be provided by Rust Omni. If there are any discrepancies between this Application and the Engagement Agreement, the Engagement Agreement shall govern.

2402971v8

-3-

professional persons that do not hold or represent an interest adverse to the estate, and that are

disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]'s duties under

this title." 11 U.S.C. § 327(a).

7. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the [firm's] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.

8. There are nineteen Debtors in these Chapter 11 Cases.

The size, complexity of

business, and corporate structure of the Debtors will make preparation of Schedules particularly

challenging.

In view of these

challenges, which are exacerbated by the

Debtors'

small

workforce, the Debtors submit that their retention of Rust Omni to provide Administrative

Services is both necessary and in the best interest of the Debtors, their estates and other parties-

in-interest.

9. Rust Omni is one of the country's leading Chapter 11

administrators, with

significant experience in noticing, claims administration, solicitation, balloting, and facilitating

other administrative aspects of Chapter

11

cases.

Rust Omni has substantial experience

providing administrative services in matters of this size and complexity.

See In re Mervyn's

Holding, Inc., Case No. 08-11586 (Bankr. D. Del.); In re Perkins Marie Callender's, Case No.

11-11795 (Bankr. D. Del.); In re Innkeeper USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y.);

and In re Refco, Inc., Case No. 05-60006 (Bankr. S.D.N.Y.).

I 0.

The Debtors submit that using Rust Omni to provide the Administrative Services

will provide the most cost-effective and efficient administration of these Chapter 11 Cases.

The

2402971v8

-4-

Debtors chose Rust Omni based on its experience, reputation, and the competitiveness of its fees.

By retaining Rust Omni to provide Administrative Services in these Chapter 11 Cases, the

administration of the cases will be expedited, so the Debtors and the Debtors' professionals will

be substantially relieved of handling the Administrative Services, and be more able to focus on

the Debtors' reorganization efforts.

Accordingly, the Debtors believe that Rust Omni is well

qualified to provide the Administrative Services, and that Rust Omni' s retention in such capacity

is in the best interests of the Debtors' estates and their creditors.

Rust Omni's Disinterestedness

11. The Debtors have many creditors, and accordingly, Rust Omni may have rendered

and may continue to render services to certain of these creditors. Rust Omni has not and will not

represent the separate interests of any such creditor in these cases.

Additionally, Rust Omni

employees may, in the ordinary course of their personal affairs, have relationships with certain

creditors of the Debtors.

Except as may be disclosed in the Deutch Affidavit, Rust Omni has

represented that it neither holds nor represents any interest adverse to the Debtors' estates in

connection with any matter on which it would be employed and that it is a "disinterested

person," as referenced in Bankruptcy Code § 327(a) and as defined in Bankruptcy Code

§ 101 (14), as modified by Bankruptcy Code § 11 07(b).

If any new facts or relationships are

discovered regarding Rust Omni' s relationships with parties in interest in these cases, the

Debtors understand that Rust Omni will file a supplemental disclosure with the Court.

12.

Rust Omni's Compensation

Rust

Omni

will

apply

to

the

Court

for

allowance

of compensation

and

reimbursement of out-of-pocket expenses incurred after the Commencement Date in connection

with the performance of Administrative Services in these Chapter 11 Cases, in accordance with

2402971v8

-5-

the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

guidelines established by the U.S. Trustee and further orders of this Court.

13. Rust Omni has informed the Debtors that, subject to Court approval, it will bill at

its standard hourly rates, which are set forth in the Engagement.

14.

The Debtors believe these rates are consistent with market rates for comparable

services.

Rust Omni will maintain detailed records of actual and necessary costs and expenses

incurred in connection with the Administrative Services described above.

Basis For Relief

15. The Debtors submit that the retention of Rust Omni to provide Administrative

Services is appropriate under§§ 327(a), 328, and 1107 of the Bankruptcy Code.

Section 327(a)

of the Bankruptcy Code empowers a trustee (or debtor-in-possession in a Chapter 11 case), with

the Court's approval, to employ professional persons "that do not hold or represent an interest

adverse to the estate, and that are disinterested persons, to represent or assist the trustee in

carrying out the trustee's duties under this title."

II U.S.C. § 327(a).

Section 101(14) of the

Bankruptcy Code defmes "disinterested person" as a person that:

(a)

is not a creditor, an equity security holder, or an insider;

(b)

is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and

(c)

does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason.

11 U.S.C. § 101(14).

Further,§ 1107(b) of the Bankruptcy Code provides that "a person is not

disqualified for employment under § 327 of this title by a debtor in possession solely because of

such person's employment by or representation of the debtor before the commencement of the

case."

2402971v8

II U.S.C. § 1107(b).

As set forth above, except as may be disclosed in the Deutch

-6-

Affidavit, Rust Omni has represented that it neither holds nor represents any interest adverse to

the Debtors' estates in connection with any matter on which it would be employed and that it is a

"disinterested person," as referenced in§ 327(a) and as defined in§ 101(14) of the Bankruptcy

Code, as modified by § l107(b).

16. By retaining Rust Omni to provide Administrative Services in these cases, the

Debtors, their estates, the creditors and other parties-in-interest will benefit from Rust Omni's

experience as an administrative and balloting agent and the efficient and cost-effective methods

that Rust Omni has developed. For the foregoing reasons, the Debtors believe that their retention

of Rust Omni to provide Administrative Services is appropriate and in the best interest of the

Debtors, their estates, creditors and other parties-in-interest.

Notice

17. No trustee, examiner or creditors' committee has been appointed in the Debtors'

Chapter ll Cases. The Debtors have provided notice of this Application to: (i) the U.S. Trustee;

(ii) counsel for the agent for the Debtors' proposed debtor-in-possession lenders; (iii) counsel for

the CIT Group/Business Credit, Inc., as resigning agent under the Debtors' first lien credit

agreement, counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser

L.L.C and Spectrum Investment Partners LP, and each other lender under the Debtors' first lien

credit

agreement;

(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) the

proposed counsel for the Creditors' Committee; and (vi) all other persons requesting notices

pursuant to Bankruptcy Rule 2002.

In light of the nature of the relief requested, the Debtors

respectfully submit that no further notice is necessary.

18. No previous application for the relief sought herein has been made to this or any

other court.

240297lv8

-7-

Conclusion

WHEREFORE, the Debtors respectfully request that this Court enter an order,

substantially in the form attached hereto as Exhibit C, granting the Application and such other

relief as may be just or proper.

Dated: July 3

2402971v8

2012

ALLIED SYSTEMS HOLDINGS, INC., for and on behalf of itself and its affiliated Debtors

By:

--··:.---;"

-$~ --

·-··c.---·""~---~~--··::::z

/

,

:7----

-,

,

JollllF. Blount Vice President, Chief Administrative Officer, General Counsel

-8-

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: August 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: July 17, 2012 at 4:00 p.m. (EDT)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on July 3, 2012, the above-captioned debtors

(collectively, the "Debtors") filed the Debtors'

Application for Order Authorizing the

Debtors

to

Employ

and

Retain

Rust

Consulting/Omni

Bankruptcy

to

Provide

Administrative Services to the Debtors Pursuant to Sections 327(a), 328 and 1107(b) of the

Bankruptcy Code and Bankruptcy Rule 2014 Nunc Pro

Tunc to June

10, 2012 (the

"Application") with the United States Bankruptcy Court for the District of Delaware (the

"Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that any responses or objections to the

Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market

Street,

3rd

Floor,

Wilmington,

Delaware

19801,

and

served

upon

and

received

by

the

undersigned proposed counsel for the Debtors on or before July 17, 2012 at 4:00p.m. (Eastern

Daylight Time).

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 (875688228); 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 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,

if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy

Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor,

Courtroom 6, Wilmington, Delaware 19801 on August 28, 2012 at 11:00 a.m. (Eastern

Daylight Time).

IF

NO

OBJECTIONS

TO

THE

APPLICATION

ARE

TIMELY

FILED,

SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY

COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT

FURTHER NOTICE OR HEARING.

RLFI 62t4t30v. l

2

Dated: July 3, 2012 Wilmington, Delaware

Dated: July 3, 2012 Wilmington, Delaware -and- Jeffrey W. Kelley (GA Bar No. 412296) Ezra H.

-and-

Jeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) Carolyn P. Richter (GA Bar No. 574097) Matthew R. Brooks (GA Bar No. 378018) Benjamin R. Carlsen (GA Bar No . 940614)

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 ezra.cohen@troutmansanders.com carolyn.richter@troutmansanders.com matthew.brooks@troutmansanders.com benjamin.carlsen@troutmansanders.com

Proposed Counselfor the Debtors

3

2402971v8

EXHIBIT A

Engagement Agreement

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240297Jv8

RLFI 6214126v. l

EXHIBITB

Deutch Declaration

240297Jv8 RLFI 6214126v. l EXHIBITB Deutch Declaration

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)

DECLARATION OF PAUL H. DEUTCH IN SUPPORT OF APPLICATION FOR ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE ADMINISTRATIVE SERVICES TO THE DEBTORS PURSUANT TO SECTIONS 327(a), 328 AND 1107(b) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014 NUNC PRO TUNC TO THE PETITION DATE

Pursuant

to

Rule

2014(a)

of the

Federal

Rules

of Bankruptcy

Procedure

(the

"Bankruptcy Rules"), Paul H. Deutch, being duly sworn, deposes and says:

1. I am an Executive Managing Director of Rust Consulting/Omni Bankruptcy

("Rust Omni"), whose offices are located at 1120 Avenue of the Americas, 4th Floor, New

York, NY I 0036. The matters set forth herein are made of my own personal knowledge and, if

called and sworn as a witness, I could and would testifY competently thereto;

2. I am duly authorized to make this Declaration (the "Declaration") on behalf of

Rust Omni. I submit this Declaration in support of the application for entry of an order, pursuant

to §§ 327(a), 328 and 11 07(b) of title 11 of the United States Code (the "Bankruptcy Code");

Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules");

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 (90-0169283); 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. (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 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

2402971v8

2

and Rule 20 14-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing the Debtors to

retain Rust Consulting/Omni Bankruptcy ("Rust Omni") to provide certain administrative

services to the Debtors (the "Application") effective as of the Petition Date and on terms and

conditions set forth in the Debtor's engagement agreement with Rust Omni attached to the

Application as Exhibit A (the "Engagement Agreement")? To the extent that any information

disclosed herein requires amendment or modification upon Rust Omni's completion of further

analysis, or as additional creditor information becomes available to it, a supplemental affidavit

will be submitted to the Court.

3. Allied Systems Holding, Inc. and certain of its affiliated subsidiaries, as debtors in

possession (collectively the "Debtors") have requested that Rust Omni provide administrative

services to the Debtors, and Rust Omni has consented to provide sucl;t services.

4. The services Rust Omni proposes to render to the Debtors include the services

described in the Application.

5. Rust Omni. is one of the. country's leading Chapter LL administrators, with

experience in noticing,

claims administration,

solicitation,

balloting,

and facilitating

other

administrative aspects of Chapter 11 cases. Rust Omni has acted as an administrative agent in

numerous cases of comparable size in a variety of jurisdictions, such as: In re Mervyn's Holding,

Inc., Case No. 08-11586 (Bankr. D. Del.); In re Perkins Marie Callender's, Case No. 11-11795

(Bankr. D. Del.); In re Innkeeper USA Trust, Case No. 10-13800 (Bankr. S.D.N.Y.); and In re

Refco, Inc., Case No. 05-60006 (Bankr. S.D.N.Y.).

Neither I, Rust Omni, nor any principal nor

regular employee of Rust Omni represents any entity other than the Debtors in, or in connection

with, the Debtors' Chapter II cases.

2 Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Application.

2402971v8

3

6.

Subject to approval of this Court and in compliance with the applicable provisions

of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, Rust Omni intends to apply

for compensation for professional services rendered in connection with the Debtors' bankruptcy

cases, plus reimbursement of actual, necessary expenses, and other charges incurred by Rust

Omni during

the Debtors' Chapter 11 Cases.

The current standard hourly rates of Rust Omni' s

resources are disclosed in the Engagement Agreement, attached to the Application as Exhibit A.

7. The hourly rates set forth in Exhibit A are Rust Omni' s standard hourly rates for

work of this nature.

These rates are set at a level designed to compensate Rust Omni fairly for

the work its principals and regular employees and to cover fixed and routine overhead expenses.

The hourly rates set forth in Exhibit A are subject to periodic adjustments to reflect economic

and other conditions.

Other employees within Rust Omni may from time to time serve the

Debtors in connection with the matters described herein. Rust Omni will maintain detailed,

contemporaneous time records, and will apply to this Court for payment of compensation and

reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy

Code, the· BankruptcyRules,···(Le,, time entries at· ··increments···of··l/IO'hofan hour),the Local

Rules, and any additional procedures that may be established by this Court in these Chapter 11

Cases.

In addition, Rust Omni has agreed to accept as compensation and reimbursement of

expenses such sums as may be ultimately allowed by this Court.

Rust Omni understands that

interim and final fee awards are subject to approval by this Court.

8. It is Rust Omni's policy to charge its clients in all areas of practice for expenses

incurred in connection with the client's case.

The expenses charged to a client's case include,

among other things, airline tickets, hotels, restaurants and caterers, outside courier services, and

outside copying services.

2402971v8

Costs billed to Rust Omni by parties who supply goods or services

4

related to our work on behalf of the Debtors will be billed to the Debtors at the actual out-of-

pocket cost that Rust Omni pays to the third party on its behalf.

The Debtors will not be billed

for any internal firm costs incurred on their behalf, such as telephone (including long distance

charges), telecopy charges, word processing, secretarial overtime, company couriers, postage

(including FedEx, UPS or similar overnight delivery services), printing and photocopying

performed in-house.

9. Neither I, Rust Onmi, nor any principal or regular employee of Rust Omni,

insofar as I have been able to ascertain, has in the past represented the Debtors' largest creditors,

any significant shareholders of the Debtors (holding 5% or more of the beneficial interests in the

Debtors) or any Potential Party in Interest (as defined below), except as hereinafter set forth.

In

preparing this affidavit, we used a set of procedures established by Rust Omni to ensure

compliance with the requirements of the Bankruptcy Code and the Bankruptcy Rules regarding

retention of professionals by a debtor or official committee under the Bankruptcy Code.

In that

regard, Rust Onmi requested and obtained from the Debtors a list of the names of entities who

may be· parties in interest in the Chapter 1·1· Cases; including but not limited to;theagents and

lenders under the Debtors' senior secured first priority credit facilities, the agents and lenders

under the Debtors' senior second priority credit facility, the Debtors' largest unsecured creditors,

major customers of the Debtors, the unions representing the Debtors' employees subject to

collective bargaining, the pension funds for which the Debtors' employees are participants or

beneficiaries, the Debtors' liability and property insurers, the Debtors' depository and letter of

credit banks, the landlords for the Debtors' terminal locations, the Debtors' utility providers,

present officers and directors of the Debtors, parties holding significant equity interests in the

240297lv8

5

Debtors, and professionals representing tbe Debtors and other parties in interest in the Chapter

II Cases (the "Potential Parties in Interest").

I0. Rust Omni maintains a database of its current and former cases including, where

applicable, the creditor matrices of such cases in the regular course of its business and it is tbe

regular practice of Rust Omni to make and maintain these records.

The conflict system

maintained by Rust Omni is designed to include (i) every active matter on which Rust Omni is

engaged, (ii) every closed matter on which Rust Omni has been engaged, (iii) the entity by which

it is now or has been engaged, (iv) tbe identity of interested/related parties, and (vi) the principal

or employee at Rust Omni that is knowledgeable about the matter. It is the policy of Rust Omni

that no new matter may be accepted or opened within the company without completing and

submitting to those

charged with maintaining the

conflict

check

system the

information

necessary to check each such matter for conflicts, including the identity of the prospective client,

the matter, and the related and adverse parties.

Accordingly, the database is updated for every

new matter undertaken by Rust Omni. The scope of tbe system is a function of the completeness

···· ····

andaccuracyoftheillformation-submittedbythe employeeepeninganewmatteF,

II. Rust Omni has conducted inquiries regarding its retention by any creditors of the

Debtors. The Debtors have many creditors, and accordingly, Rust Omni may have rendered and

may continue to render services to certain of these creditors in matters unrelated to these cases.

Rust Omni has not and will not represent tbe separate interest of any such creditor in these cases.

To the best of my knowledge, neither Rust Omni, nor any of its professional personnel, has any

relationship with the Debtors that would impair Rust Omni' s ability to perform as administrative

servicer in the Chapter II

Cases. Rust Omni has working relationships with certain of the

professionals retained by the Debtors and other parties herein, but such relationships are

2402971v8

6

completely unrelated to the Debtors'

cases.

In addition, Rust Omni personnel may have

relationships with some of the Debtors' creditors. Such relationships are, however, of a personal,

financial nature and are wholly unrelated to the Debtors' cases. Rust Omni has and will continue

to represent clients in matters unrelated to the Debtors' cases and has had and will continue to

have relationships in the ordinary course of its business with certain vendors and professionals in

connection with matters unrelated to these cases.

12. Despite the efforts described above to identify and disclose "connections" with

parties in interest in these Chapter 11 Cases, because the Debtors constitute a large enterprise

with thousands of creditors and other relationships, and because Rust Omni has more than six

hundred (600) employees in six (6) offices, Rust Omni is unable to state with absolute certainty

that every client representation or other connection of Rust Omni has been identified and

disclosed.

In this regard, if Rust Omni discovers additional information that requires disclosure,

Rust Omni will timely file supplemental disclosures with this Court.

13. I do not believe there is any connection or interest (as such terms are used in

§ HlJ.(J.4}g.ftheBankrup.tcyCodeandBankruptcyRul€

2014(a})betweenRust0mlliand(i)the

United States Trustee or any person employed by the Office of the United States Trustee or (ii)

any counsel, accountants, financial consultants and investment bankers who represent or may

represent claimants or other parties in interest in the Debtors' Chapter 11 Cases, except as

otherwise described herein.

In addition, as part of its operation, Rust Omni assists with and

consults in cases, proceedings and transactions involving many different attorneys, counsel,

accountants, financial consultants, and investment bankers, some of which now or may in the

future represent claimants and parties in interest in these Chapter 11 Cases.

Rust Omni has not

represented and will not represent any such entities in relation to the Debtors and their Chapter

240297lv8

7

11 Cases, nor does Rust Omni have any relationship with any such entities that would be adverse

to the Debtors or their estates in the matters upon which Rust Omni is to be employed in these

cases.

14. Except as set forth herein, and based upon the information available to me, neither

I, Rust Omni, nor any principal or regular employee thereof, insofar as I have been able to

ascertain, holds or represents any interest adverse to the Debtors or their estates in the matters

upon which Rust Omni is to be employed in these cases.

Based upon the information available

to me, I believe that Rust Omni is a "disinterested person" as that term is defined in§ 101(14) of

the Bankruptcy Code, as modified by§ ll07(b) of the Bankruptcy Code.

15. No promises have been received by Rust Omni, or by any principal or regular

employee thereof, as to compensation in connection with these cases other than in accordance

with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.

Rust

Omni has no agreement with any other entity to share with such entity any compensation

received by Rust Omni.

l6.Tothebestofmyknowledge,noprincipalorregularemployeeofRustOmniisa

relative of, or has been so connected with, any judge of the bankruptcy court for this district.

Accordingly, I understand that the appointment of Rust Omni is not prohibited by Bankruptcy

Rule 5002.

17. Rust Omni is not owed any amounts for prepetition services.

18. Subject to the Court's approval of the Motion, Rust Omni will earn and receive

only those fees and other payments authorized by this Court.

19. Rust Omni and the professionals it employs are qualified to represent the Debtors

in the matters for which Rust Omni is proposed to be employed.

240297Jv8

8

20. I declare under penalty of perjury pursuant to 28 U.S.C. § 1746 that the foregoing

is true and correct.

Dated: July_;;, 2012

2402971 v8

9

240297lv8

EXHIBITC

Proposed Order

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

ALLIED SYSTEMS HOLDINGS, INC., et al./

Debtors.

Chapter 11

Case No. 12-11564 (CSS)

(Jointly Administered)

Re: Docket No.

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE ADMINISTRATIVE SERVICES TO THE DEBTORS, NUNC PRO TUNC TO JUNE 10,2012, PURSUANT TO SECTIONS 327(a), 328 AND 1107(b) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014

Upon consideration of the application (the "327 Application"'i of Allied Systems

Holdings, Inc. ("Allied Holdings") and its U.S. and Canadian subsidiaries (collectively, the

"Debtors") for entry of an order, pursuant to §§ 327(a), 328 and II 07(b) of the Bankruptcy Code

and Bankruptcy Rule 2014, authorizing the Debtors to retain Rust Omni as Administrative Agent

to the Debtors, effective as of the Petition Date and on the terms and conditions set forth in the

---- - ---------- ------------------- -------------------------

-- -------------------------------------------------------------------------------------------------

-----------------------------------------------------------

--------------------------------------------------

Engagement Agreement, a copy of which is attached to the 327 Application as Exhibit A; and

upon the declaration of Paul Deutch in support of the Application, a copy of which is attached to

the 327 Application as Exhibit B; and the Debtors having represented that the size and

complexity of their cases warrants the retention of an agent to assist with certain administrative

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 (875688228); 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 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the 327 Application.

2402971v8

RLFI 62!4126v. I

duties; and the Court being satisfied that Rust Omni has the capability and experience to provide

such services and that Rust Omni does not hold an interest adverse to the Debtors or their estates

respecting matters upon which it is to be engaged; and it appearing that the Court has jurisdiction

to consider the 327 Application and the relief requested therein in accordance with 28 U.S.C.

§ 157(b)(2)(A); and it appearing that venue is proper in this district pursuant to 28 U.S.C. §

1408; and it appearing that Rust Omni is disinterested and eligible for retention pursuant to §

327(a) of the Bankruptcy Code and that the terms of the Engagement Agreement are reasonable

and appropriate; and good and sufficient notice of the 327 Application having been given and no

other or further notice being required; and it appearing that the employment of Rust Omni is in

the best interests of the Debtors, their estates, their creditors, and all parties in interest; and after

due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED AND DECREED that:

I.

The 327 Application is GRANTED, as set forth herein.

2.

The Debtors are authorized to retain and employ Rust Omni to provide the

.Adrninis.trativeSenicespmsuanLto

the terms_oftheEngag.ementAgre.emenL

3. Rust Omni shall not be compensated for the foregoing services and reimbursed

for related expenses except upon an order of the Court granting an application therefor pursuant

to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

guidelines established by the United States Trustee for the District of Delaware and further

orders of this Court.

4. Rust Omni shall not be compensated or reimbursed for its services as the Debtors'

administrative agent to the extent that such services duplicate its services under, or are properly

240297lv8

-2-

covered by, the terms of its engagement by the Debtors as claims, noticing and balloting agent as

authorized by this Court's Order entered June 12, 2012 granting the Debtors' 156(c) Application.

5. In the event of any inconsistency between the Engagement Agreement,

Application and this Order, this Order shall govern.

the

6. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated:=:-:---::::-'' 2012 Wilmington, Delaware

2402971v8

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

-3-