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: Sept. 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: Sept. 21, 2012 at 4:00 p.m. (EDT)

MOTION OF THE DEBTORS PURSUANT TO 11 U.S.C. 107(b)(1) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9018 AND LOCAL RULE 9018-1(b) TO FILE EXHIBIT TO KEY EMPLOYEE RETENTION PLAN UNDER SEAL The above-captioned debtors and debtors in possession (collectively, the Debtors) hereby submit this motion (the Motion) for entry of an order pursuant to section 107(b)(1) of title 11 of the United States Code, 11 U.S.C. 101-1533 (the Bankruptcy Code), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 9018-1(b) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules) allowing the Debtors to file under seal the exhibit (the Exhibit) to the Key Employee Retention Plan, 2 which was filed as an exhibit to the Debtors Motion Pursuant to 11 U.S.C. 363(b)(1) and 503(c)(3) Seeking an Order Authorizing the Debtors to Implement Key Employee Retention Plan (the KERP Motion)

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. 2 Capitalized terms used but not otherwise defined here shall have the meanings ascribed to them in the KERP Motion (defined below).

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[Docket No. 420], filed on September 7, 2012. respectfully state as follows:

In support of the Motion, the Debtors

BACKGROUND 1. On May 17, 2012, involuntary petitions were filed against Allied Systems

Holdings, Inc. (Allied Holdings) and its subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under Chapter 11 of the Bankruptcy Code in this Court. On June 10, 2012, 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. 2. 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, the Office of the United States Trustee (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 3. On September 7, 2012, the Debtors filed the KERP Motion, which seeks entry of

an order authorizing the Debtors to implement a Key Employee Retention Plan. The Debtors included a copy of the Key Employee Retention Plan as an exhibit to the KERP Motion, and an exhibit to the Key Employee Retention Plan is the Exhibit, which lists the names and job titles of the employees included in the Key Employee Retention Plan, as well as the amounts that such employees will receive thereunder if the Court approves the KERP Motion. RELIEF REQUESTED 4. By this Motion, the Debtors seeks entry of an order pursuant to section 107(b)(1)

of the Bankruptcy Code, Bankruptcy Rule 9018 and Local Rule 9018-1, authorizing the Debtors to file the Exhibit under seal because it contains sensitive employee salary information. The Debtors will provide copies of the Exhibit to the Court, U.S. Trustee, counsel for the Committee, counsel for CIT Group/Business Credit, Inc. (CIT), counsel for BDCM Opportunity Fund II, -2RLF1 6989962v.2

LP, Black Diamond CLO 2005-1 Adviser L.L.C (collectively, BD) and counsel for Spectrum Investment Partners LP (Spectrum, and together with the U.S. Trustee, the Committee, CIT and BD, the Receiving Parties).3 BASIS FOR RELIEF 5. The Bankruptcy Code, Bankruptcy Rules and Local Rules authorize the Court to

limit the disclosure of certain confidential information to protect entities from potential harm. Section 107(b) of the Bankruptcy Code provides, in relevant part, as follows: On request of a party in interest, the bankruptcy court shall . . . (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information . . . . 11 U.S.C. 107(b)(1). 6. Bankruptcy Rule 9018 defines the procedures by which a party may move for

relief under section 107(b), providing that [o]n motion or on its own initiative, with or without notice, the court may make any order which justice requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information [or] (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code . . . . Fed. R. Bankr. P. 9018. 7. Confidential information need not rise to the level of a trade secret to merit

protection under section 107(b). See Video Software Dealers Assoc. v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24, 27 (2d Cir. 1994) (commercial information defined as information which would cause an unfair advantage to competitors by providing them information as to the commercial operations of the debtor).

The Exhibit will also be provided to the Court for its review in accordance with Local Rule 9018-1(b).

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8.

Once a court determines that the information in question falls within one of the

categories enumerated in section 107(b) of the Bankruptcy Code, the court is required to protect a requesting interested party and has no discretion to deny the application. Id. The Court has broad authority to issue such an order under Bankruptcy Rule 9018. See In re Global Crossing Ltd., 295 B.R. 720, 724 (Bankr. S.D.N.Y. 2003) (When the requirements of Rule 9018 are satisfied, the authority to issue the resulting order is broad any order which justice requires. The Court notes that the authority goes not just to the protection of confidential documents, but to other confidentiality restrictions that are warranted in the interests of justice). 9. In addition, under section 105(a) of the Bankruptcy Code, the Court may issue

any order, process, or judgment that is necessary or appropriate to carry out the provisions of the Bankruptcy Code. 10. The Debtors submit that the Exhibit contains sensitive information of a

commercial nature and should not be subject to disclosure to the general public. Specifically, because the Key Employee Retention Plan proposes to pay the employees covered thereunder amounts based on percentages of such employees salaries, if the Exhibit, which includes the amounts that each employee could receive, is included on the public docket, anyone reviewing the Exhibit would be able to determine the salaries of the Debtors key employees. Such salary information is valuable and confidential and if disclosed, could harm the Debtors business operations because (1) it would allow competitors to formulate efforts to lure employees away from the Debtors and (2) many employees might consider such disclosure a breach of trust leading to dissatisfaction and attrition. These outcomes are the opposite of the goals of the Key Employee Retention Plan. Thus, the Debtors believe that the Exhibit should be filed under seal,

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not be made public, and be available only to Receiving Parties and the Court on a confidential basis. 11. Indeed, several courts in this jurisdiction have approved motions to seal

documents containing sensitive employee information. See In re Blitz U.S.A., Inc., Case No. 1113603 (PJW) (Bankr. D. Del. June 25, 2012) (approving motion to file exhibit to post-trial statement of facts in support of motion to approve bonus plan under seal); In re Filenes Basement, LLC, Case No. 11-13511 (KJC) (Bankr. D. Del. Jan. 17, 2012) (approving motion to seal confidential exhibit to employee retention plan); In re Capmark Financial Group Inc., Case No. 09-13684 (CSS) (Bankr. D. Del. Apr. 9, 2010) (directing portions to postpetition performance incentive plan for insider employees to be filed under seal). 12. Further, as stated above, the Debtors have already publically filed the KERP

Motion, which includes the Key Employee Retention Plan and all of its salient terms. Only the sensitive commercial information relating to employee salaries was withheld at the time of the filing of the KERP Motion. Accordingly, the Debtors submit that the KERP Motion contains sufficient information -- even without the specific information contained in the Exhibit -- to permit other interested parties, if any, a full and fair opportunity to consider the merits of the KERP Motion and to formulate and file replies thereto. 13. Accordingly, the Debtors respectfully submit that the filing of the Exhibit under

seal is necessary and appropriate in these circumstances. NOTICE 14. The Debtors have provided notice of this Motion to: (i) the U.S. Trustee; (ii)

counsel for the agent for the Debtors debtor-in-possession lenders; (iii) counsel for CIT, as resigning agent under the Debtors first lien credit agreement, counsel for BD and Spectrum, and each other lender under the Debtors first lien credit agreement; (iv) counsel for The Bank of -5RLF1 6989962v.2

New York Mellon, in its capacity as administrative agent and collateral agent under the Debtors second lien credit agreement; (v) 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.

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WHEREFORE, the Debtors respectfully request that, pursuant to 11 U.S.C. 107(b)(1), Fed. R. Bankr. P. 9018 and Del. Bankr. L.R. 9018-1(b), the Court enter an order, substantially in the form attached hereto as Exhibit A, (i) authorizing the Debtors to file the Exhibit under seal; (ii) directing the Receiving Parties to maintain the strict confidentiality of the Exhibit; and (iii) granting the Debtors such other and further relief as is just and proper. Dated: September 11, 2012 Wilmington, Delaware Respectfully submitted, /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) Jeffery W. Cavender (GA Bar No. 117751) 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 jeffrey.kelley@troutmansanders.com ezra.cohen@troutmansanders.com jeffery.cavender@troutmansanders.com Counsel for the Debtors

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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)

Hearing Date: Sept. 28, 2012 at 11:00 a.m. (EDT) Objection Deadline: Sept. 21, 2012 at 4:00 p.m. (EDT)

NOTICE OF MOTION OF THE DEBTORS PURSUANT TO 11 U.S.C. 107(b)(1) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9018 AND LOCAL RULE 9018-1(b) TO FILE EXHIBIT TO KEY EMPLOYEE RETENTION PLAN UNDER SEAL PLEASE TAKE NOTICE that, on September 11, 2012, the above captioned debtors and debtors in possession (collectively, the Debtors) filed the Motion of the Debtors Pursuant to 11 U.S.C. 107(b)(1) of the Bankruptcy Code, Bankruptcy Rule 9018 and Local Rule 9018-1(b) to File Exhibit to Key Employee Retention Plan Under Seal (the Motion) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be in writing, filed with the Clerk of the Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before September 21, 2012 at 4:00 p.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.
RLF1 7010663v.1

PLEASE TAKE FURTHER NOTICE that if an objection is timely filed, served and received and such objection is not otherwise timely resolved, a hearing to consider such objection and the Motion will be held before The Honorable Christopher S. Sontchi at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801 on September 28, 2012 at 11:00 a.m. (Eastern Daylight Time). IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

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Dated: September 11 , 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) Jeffery W. Cavender (GA Bar No. 117751) 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 E-mail: jeffery.cavender@troutmansanders.com Counsel for the Debtors

RLF1 7010663v.1

Exhibit A

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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
Re: Docket No. ____

ORDER GRANTING MOTION OF THE DEBTORS PURSUANT TO 11 U.S.C. 107(b)(1) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9018 AND LOCAL RULE 9018-1(b) TO FILE EXHIBIT TO KEY EMPLOYEE RETENTION PLAN UNDER SEAL The Court having considered the Motion of the Debtors Pursuant to 11 U.S.C. 107(b)(1) of the Bankruptcy Code, Bankruptcy Rule 9018 and Local Rule 9018-1(b) to File Exhibit to Key Employee Retention Plan (the Motion); the Court having reviewed the Motion; 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), and (iii) notice of the Motion was sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. The Debtors may file the Exhibit2 under seal.

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. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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3.

The Clerk of the Court shall segregate and maintain the unredacted

Exhibit under seal pursuant to the procedures set forth in Local Rule 9018-1(b) until further order of this Court. 4. The foregoing notwithstanding, access to the Exhibit shall be provided

only to the Receiving Parties, each of which shall maintain the confidentiality of the Exhibit and its contents. 5. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Motion, including, without limitation, requiring any party requesting additional information about the Exhibit to submit to confidentiality agreements with the Debtors, who, in their sole discretion, shall determine whether to provide such additional information. 6. This Court retains jurisdiction to interpret and enforce this Order.

Dated: September _____, 2012 Wilmington, Delaware

__________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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