In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al.,
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Case No.12-11564 (CSS)
Debtors.
(Jointly Administered)
Re: Docket No. 160
ORDER AUTHORIZING EMPLOYMENT
AND RETENTION OF PROFESSIONALS USED IN
ORDINARY COURSE OF BUSINESS A!OA!C PRO TOA!CTO JUNE 10, 2012
Upon consideration of the motion (the "Motion")
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of the Debtors for an order, pursuant
to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule
2014-1, authorizing the employment and retention of the Ordinary Course Professionals; and the
Court having jurisdiction to consider the Motion and the relief requested therein in accordance
with 28 U.S.C. 157 and 1334; and the Court having reviewed the Motion; and it appearing
that the relief requested is in the best interests of the Debtors and their estates and creditors and

all other parties in interest; and it appearing that this Court has jurisdiction over this matter
pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding
pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408
and 1409; and due and proper notice of the Motion having been provided; and it appearing that
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.
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Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion .
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no other or further notice need be provided; and after due deliberation and sufficient cause
appearing therefor,


IT IS HEREBY ORDERED THAT:
1. The Motion is granted as set forth herein.
2. The form of the Retention Affidavit is approved.
3. Pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule
2014, and Local Rule 2014-1, to the extent deemed necessary or appropriate by the Debtors, the
Debtors are authorized to employ the Ordinary Course Professionals, including but not limited to
those listed on Exhibit A attached to the Motion, in the ordinary course of business, effective as
of June 10, 2012.
4. Within thirty (30) days of the later of the entry of this Order and the engagement
of such professional by the Debtors, each Ordinary Course Professional for the Debtors,
including those listed on Exhibit A attached to the Motion, will serve upon the U.S. Trustee, the
Debtors, and any official committees appointed in the Chapter 11 Cases, and file with the Court,
a Retention Affidavit, substantially in the form attached to the Motion as Exhibit B, certifying
that such Ordinary Course Professional does not represent or hold any interest adverse to the
Debtors or to their estates with respect to the matter on which such it is to be employed, which
form is hereby approved.
5. The Notice Parties shall be given fifteen (15) days from receipt of the Retention
Affidavit to object to the retention of such Ordinary Course Professional, and any such
objections shall be served upon (i) proposed counsel to Debtors, Richards, Layton & Finger,
P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D.
Collins and Christopher M. Samis); and Troutman Sanders LLP, Bank of America Plaza, 600
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Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308-2216 (Attn: Jeffrey W. Kelley), (ii) the
U.S. Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35,


Wilmington, Delaware 19801 (Attn: David Buchbinder), (iii) the relevant Ordinary Course
Professional, and (iv) proposed co-counsel to the 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). If no objection is submitted by the Objection Deadline with respect to such Ordinary
Course Professional, the Debtors are hereby authorized to employ and to retain such Ordinary
Course Professional without further order by this Court.
6. The Debtors are authorized to employ Ordinary Course Professionals not listed on
Exhibit A attached to the Motion, as the need arises, by filing the Additional Ordinary Course
Professionals Notice and serving that notice, along with completed Retention Affidavits, on the
Notice Parties. Upon receipt of the Additional Ordinary Course Professionals Notice, the Notice
Parties shall be given fifteen (15) days to object to the retention of such additional Ordinary
Course Professional. In the event no objection is filed prior to the Objection Deadline, the
retention of such Ordinary Course Professionals shall be deemed approved by this Court.
7. The Debtors are authorized and empowered to pay compensation and to
reimburse expenses to each of the Ordinary Course Professionals retained pursuant to this Order
in the customary manner, in the full amount billed by each such professional, upon receipt of a
reasonably detailed invoice (a) indicating the nature of the services rendered and (b) calculated in
accordance with such professional's standard billing practices (without prejudice to the Debtors'
right to dispute any such invoices), up to a maximum of $25,000 per month per Ordinary Course
Professional on average over a rolling three-month period .
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8.
To the extent that an Ordinary Course Professional seeks compensation in excess
of the OCP Fee Limit (the "Excess Fees"), the Ordinary Course Professional shall file a fee
application for the full amount of its fees for that single month in accordance with Bankruptcy
Code 330 and 331, the Bankruptcy Rules, the Local Rules, any fee guidelines of the United
States Trustee, and any applicable orders of this Court.
9. Notwithstanding the relief granted in this Order and any actions taken pursuant to
such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any
claim against any Debtor; (b) a waiver of the Debtors' right to dispute any claim on any grounds;
(c) a promise or requirement to pay any claim; (d) an implication or admission that any particular
claim is of a type specified or defined in this Order or the Motion; (e) a request or authorization
to assume any agreement, contract, or lease pursuant to 365 of the Bankruptcy Code; or (f) a
waiver of the Debtors' rights under the Bankruptcy Code or any other applicable law .
10. This Order shall not apply to any professional retained by the Debtors pursuant to
a separate order of this Court.
11. Notwithstanding anything to the contrary in this Order, the authorization granted
herein to the Debtors in no way requires the Debtors to make any payment.
12. The Debtors are authorized and empowered to take any necessary actions to
implement and effectuate the terms of this Order.
13. This Court shall retain jurisdiction over all matters arising from or related to the
interpretation and implementation of this Order.
Dated:
Delaware THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
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