IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.

, Debtors.
1

Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

Objection Deadline: August 10, 2012 at 4:00 p.m. (EDT)

NOTICE OF FILING OF AFFIDAVIT AND DISCLOSURE STATEMENT OF CECILIA T. GORDON, ESQ. ON BEHALF OF GOULSTON & STORRS, P.C. PLEASE TAKE NOTICE that, on June 25, 2012, the above-captioned debtors and debtors in possession (the Debtors) filed the Debtors Motion for Order Authorizing Employment and Retention of Professionals Used in Ordinary Course of Business Nunc Pro Tunc to June 10, 2012 [Docket No. 160] (the Motion) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (the Court). PLEASE TAKE FURTHER NOTICE that, on July 10, 2012, the Court entered the Order Authorizing Employment and Retention of Professionals Used in the Ordinary Course of the Debtors Business Nunc Pro Tunc to June 10, 2012 [Docket No. 216] (the Order) granting the relief requested in the Motion. PLEASE TAKE FURTHER NOTICE that, in accordance with the procedures set forth in the Order, the Debtors hereby file the Affidavit and Disclosure Statement of Cecilia T. Gordon,
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 (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 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 the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

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Esq. on Behalf of Goulston & Storrs, P.C. (the Retention Affidavit). A copy of the Retention Affidavit is attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Retention Affidavit must be made in accordance with the Order and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801, and be served upon and received by (i) counsel to the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Christopher M. Samis); and Troutman Sanders LLP, Bank of America Plaza, 600 Peachtreet Street NE, Suite 5200, Atlanta, Georgia 30308-2216 (Attn: Jeffrey W. Kelley); (ii) the Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David Buchbinder); (iii) the relevant Ordinary Course Professional (as defined in the Motion), and (iv) proposed counsel to the unsecured creditors committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan) (collectively, the Notice Parties) by no later than 4:00 p.m. (Eastern Daylight Time) on August 10, 2012 (the Objection Deadline). PLEASE TAKE FURTHER NOTICE that any response or objection to the Retention Affidavit which cannot be consensually resolved will be scheduled for hearing. Only those objections made in writing and timely filed and received in accordance with the Order and the procedures described herein will be considered by the Court at such hearing.

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Dated: July 26, 2012 Wilmington, Delaware /s/ Marisa A. Terranova ______________ Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) 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 E-Mail: jeffrey.kelley@troutmansanders.com E-Mail: ezra.cohen@troutmansanders.com Proposed Counsel for Debtors

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EXHIBIT 1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et at., 1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

AFFIDAVIT AND DISCLOSURE STATEMENT OF CECILIA T. GORDON, ESQ., ON BEHALF OF GOULSTON & STORRS, l'.C. COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK

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ss:

Cecilia T. Gordon, being duly sworn, upon oath, deposes and says: I am a director ofGoulston & Storrs, P.C., located at 400 Atlantic Avenue, Boston, Massachusetts 02110 (the "Company").
I. The above-captioned debtors and debtors in possession (collectively, the "Debtors") have requested that the Company provide legal services to certain of the Debtors in connection with the sale of such Debtors' real property located in Massachusetts, and the Company has consented to provide such services.

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 11 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 11 Cases. The Company does not perform services for any such person or entity in connection with the Chapter II Cases with respect to the matters on which the Company is to be employed by the Debtors. In addition, the Company does not have any relationship with any
The Debtors in these cases, along with the federal tax identificationwnnper (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Iric, .(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. (3_8-0436930); CT Services, Inc. (382918187); Cord in Transport LLC (38-1985795); F.J. Boutell Driveaway LLO (SS-03651 00); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology I!r.c (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Supp011 LLC (38-2349563); and Tenninal 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, Atlanta, Georgia 30345.

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such person, their attorneys, or accountants that would be adverse to the Debtors or their estates with respect to the matters on which the Company is to be employed by the Debtors. 3. Neither I nor any principal of or professional employed by the Company has agreed to share or will share any pmiion 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 asce1iain, holds or represents any interest adverse to the Debtors or their estates with respect to the matters on which the Company is to be employed by the Debtors. 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: None. 8. Pre-petition claims against any of the Debtors held individually by any member, associate, or professional employee of the Company: Insofar as I have been able to ascertain none. 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. None.

Dated: July :;!.~, 2012 COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK

By:

On this /2{tJ /!!day of July, 2012, before me, the undersigned notary public, personally appeared Cecilia T. Gordon, a director ofGoulston & Storrs, P.C., and proved to me, through satisfactory evidence of identification, which was personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that she signed it voluntarily for its stated purpose.

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