In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., eta!.,
1
j Chapter 11
j Case No. 12-11564 (CSS)
j (Jointly Administered)
Debtors.
j Objection Deadline: August 1, 2012 at 4:00p.m.
) Hearing Date: August 28, 2012 at 11:00 a.m.
APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING
THE EMPLOYMENT AND RETENTION OF SULLIVAN HAZELTINE
ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012
The Official Committee of Unsecured Creditors (the "Committee") appointed in the
above-captioned chapter 11 cases of Allied Systems Holdings, Inc. ("Allied"), Allied
Systems, Ltd. (L.P.) ("Systems") and their U.S. and Canadian subsidiaries (collectively, the
"Debtors"), by and through its undersigned chairperson, respectfully submits this application
(the "Application") for the entry of an order pursuant to sections 327(a) and 1103 of title 11
of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), Rule 2014(a) of
the Federal Rules of Bankruptcy Procedure ("Bankruptcy Rules") and Rule 2014-1 of the
Local Rules of Bankruptcy Practice and Procedure ofthe United States of Bankruptcy Court
for the District of Delaware ("Local Rules"), for an order authorizing the retention of Sullivan
Hazeltine Allinson LLC ("Sullivan Hazeltine" or the "Firm") as its counsel nunc pro tunc to
The debtors in the above-captioned cases (collectively, the "Debtors"), 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. (58-190 1081 ); 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. (58-1904628); Commercial Carriers, Inc.
(38-0436930); CT Services, Inc. (38-2918187); Cmdin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC
(38-03651 00); GACS Incorporated (58-1944786); Logistic Systems, LLC ( 45-4241751 ); Logistic Technology, LLC
(45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Suppot1 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.
June 19, 2012. In support ofthis Application, the Committee relies on the Declaration of
William A. Hazeltine in support of this Application (the Hazeltine Declaration"), which is
attached hereto as Exhibit A, and further states the following:
JURISDICTION
1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and
1334. The statutory predicate for the relief sought herein are sections 327(a) and 1103 of the
Bankruptcy Code.
2. Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409.
BACKGROUND
3. On May 17, 2012 (the "Petition Date"), each ofthe Debtors filed a voluntary
petition pursuant to Chapter 11 of the Bankruptcy Code commencing the above captioned cases,
which the Debtors have requested be jointly administered for procedural purposes. The Debtors
are operating as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy
Code.
4. On June 19, 2012, the United States Trustee (the "Trustee") appointed the
following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension
Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund;
(c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d)
General Motors, LLC.
5. On June 19, 2012, the Committee selected Sullivan Hazeltine as its co-counsel
with Sidley Austin LLP ("Sidley"), subject to the approval of the Court.
2
RELIEF REQUESTED
6. By this Application, the Committee seeks authority to retain Sullivan Hazeltine as
its co-counsel regarding all matters related to the Debtor's Chapter 11 case.
7. The Committee selected Sullivan Hazeltine as its co-counsel because of the Firm's
extensive experience and knowledge in the field of debtor and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code, and because of Sullivan Hazeltine's
expertise, experience, and knowledge in practicing before this Court. The Committee believes
that Sullivan Hazeltine is well qualified to represent the Committee in these chapter 11 cases in
an efficient and timely manner.
8. Subject to court approval under section 330(a) of the Bankruptcy Code,
compensation will be payable to Sullivan Hazeltine on an hourly basis, plus reimbursement of
actual, necessary expenses, and other charges incurred by the Firm. To the best ofthe
Committee's knowledge, and as set forth in the Hazeltine Declaration, the hourly rates charged
by the Firm are consistent with the rates charged in non-bankruptcy matters of this type and are
subject to periodic adjustments to reflect economic and other conditions. The specific attorneys
and legal assistants who may provide services on behalf of the Committee and their hourly rates
include:
William D. Sullivan
William A. Hazeltine
Elihu E. Allinson, III
Seth S. Brostoff
Heidi M. Coleman
Member
Member
Member
Associate
Paralegal
$425
$360
$325
$250
$150
9. To the best of the Committee's knowledge, and as set forth in the Hazeltine
Declaration, the Firm's hourly rates are set at a level designed to fairly compensate the firm for
the work of its professionals and to cover fixed and routine overhead expenses. Hourly rates
3
vary with the experience and seniority of the individuals assigned and may be adjusted by the
Firm from time to time.
10. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine
Declaration, it is Sullivan Hazeltine's policy to charge its clients in all areas of practice for
expenses incurred in connection with a client's case. The expenses charged to clients include,
among other things, photocopying, witness fees, travel expenses, filing and recording fees, and
postage, express mail and messenger charges. The Firm will charge the Committee for these
expenses in a manner and at rates consistent with charges made generally to its other clients and
consistent with the rules and practices of this Court.
11. Pursuant to Local Rule 2016-2 and as set forth in the Hazeltine Declaration,
Sullivan Hazeltine has agreed to comply with the requirements contained in any fee guidelines
promulgated by the Bankruptcy Court.
12. The professional services that Sullivan Hazeltine will render to the Committee
may include, but shall not be limited to, the following:
(a) assist and advise the Committee in its discussions with the Debtors and
other parties in interest regarding the overall administration of the case;
(b) represent the Committee at hearings to be held before this Court and
communicate with the Committee regarding the matters heard and the
issues raised as well as the decisions and considerations of this Court;
(c) assist and advise the Committee in its examination and analysis of the
conduct of the Debtors' affairs;
(d) prepare and review on behalf of the Committee all motions, applications,
answers, orders, reports, and papers necessary to its representation of the
Committee; and
(e) perform all other necessary legal services and provide all other necessary
legal advice to the Committee in connection with these chapter 11 cases.
4
13. Sidley and Sullivan Hazeltine have discussed a division of responsibilities
regarding the Committee's representation in the Chapter 11 cases and will make every effort to
avoid and/or minimize duplication of services.
14. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine
Declaration, Sullivan Hazeltine does not hold any interest adverse to the Debtors or their estates.
15. To the best of the Committee's knowledge, and as set forth in the Hazeltine
Declaration, Sullivan Hazeltine is a "disinterested person" as that phrase is defined in section
101(14) ofthe Bankruptcy Code, and the Firm's employment is necessary and in the best
interests of the Committee.
16. To the best ofthe Committee's knowledge, and as set forth in the Hazeltine
Declaration, no member or employee of Sullivan Hazeltine is related, to any United States
Bankruptcy Judge in this District, the United States Trustee for such District, or any assistant or
staff attorney for the United States Trustee.
CONCLUSION
WHEREFORE, the Committee respectfully request that the Court enter an Order,
substantially in the form attached hereto as Exhibit B, authorizing the Committee to employ and
retain Sullivan Hazeltine as counsel for the Committee nunc pro tunc to June 19, 2012, and grant
such other further relief as is just and proper.
Dated: July 1:{, 2012
Wilmington, Delaware

Brad Be iner, Chairperson
Official Committee of Unsecured Creditors
5
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
j Chapter 11
j Case No. 12-11564 (CSS)
j (Jointly Administered)
Debtors.
j Objection Deadline: August 1, 2012 at 4:00p.m.
) Hearing Date: August 28, 2012 at 11:00 a.m.
NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on July 17,2012, the Official Committee ofUnsecured
Creditors for Allied Systems Holdings, Inc., et al. (the "Committee) filed the attached Application
for Entry of an Order Authorizing the Employment and Retention of Sullivan Hazeltine Allinson
LLC as Co-Counsel for the Official Committee of Unsecured Creditors nunc pro tunc to June 19,
2012 (the "Application") with the United States Bankruptcy Comi for the District of Delaware (the
"Bankruptcy Court").
PLEASE TAKE FURTHER NOTICE that any objections to the Application must be made
in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801 and
served so as to actually be received by the following: Counsel for the Debtors: Troutman Sanders
LLP, Attention: Ezra H. Cohen, Esq., Carolyn Peterson Richter, Esq. and Jeffrey W. Kelley, Esq.,
Bank of America Plaza, 600 Peachtree Street, Suite 5200, Atlanta, GA 30308-2216 and Richards,
Layton & Finger, P.A., Attention: Mark D. Collins, Esq., Christopher M. Samis, Esq., and Marisa
The debtors in the above-captioned cases (collectively, the "Debtors"), 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. (58-220 I 081 ); 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); C01din 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 headqumters and the Debtors' address for service of process is 2302
Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
A. Terranova, Esq., 920 N. King Street, Wilmington, DE 19899; Counsel for the Official
Committee of Unsecured Creditors: Sidley Austin LLP, Attention: Michael G. Burke, Esq., Brian
J. Lohan, Esq., Dennis Kao, Esq., 787 Seventh Avenue, New York, New York 10019 and Matthew
A. Clemente, Esq., One South Dearborn Street, Chicago, Illinois 60603 and Sullivan Hazeltine
Allinson LLC, Attention: William D. Sullivan, Esq., William A. Hazeltine, Esq., and Elihu E.
Allinson, III, Esq., 901 North Market Street, Suite 1300, Wilmington, DE 19801; and The United
States Trustee, Attention: David L. Buchbinder, Office of the U.S. Trustee, J. Caleb Boggs Federal
Building, 844 North King Street, Suite 2207, Wilmington, DE 19801 on or before August 1, 2012
at 4:00 p.m. prevailing Eastern time.
PLEASE TAKE FURTHER NOTICE that a hearing on the Application will be held before
the Honorable Christopher S. Sontchi at the Bankruptcy Court, 5
111
Floor, Courtroom 6, on August
28, 2012 at 11:00 a.m. prevailing Eastern time.
PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTION OR OTHER
RESPONSE TO THE APPLICATION IS TIMELY FILED IN ACCORDANCE WITH THE
PROCEDURES SET FORTH ABOVE, THE BANKRUPTCY COURT MAY ENTER AN
ORDER GRANTING THE RELIEF SOUGHT IN THE APPLICATION WITHOUT
FURTHER NOTICE OR A HEARING.
Dated: July 17, 2012
Wilmington, Delaware
SULLIVAN HAZELTINE ALLINSON LLC
Is/ William A. Hazeltine
William A. Hazeltine (No. 3294)
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
Email: whazeltine@sha-llc.com
Proposed Attorneys for the Official Committee of
Unsecured Creditors
2
Exhibit A
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
ALLIED SYSTEMS HOLDINGS, INC., eta!.,
1
Debtors.
) Chapter 11
)
) Case No. 12-11564 (CSS)
)
) (Jointly Administered)
)
DECLARATION OF WILLIAM A. HAZELTINE IN SUPPORT OF THE
COMMITTEE'S APPLICATION PURSUANT TO SECTION 327(a) AND 1103 OF THE
BANKRUPTCY CODE, FED. R. BANKR. P. 2014(a) AND DEL. BANKR. L. R. 2014-1
FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF
SULLIVAN HAZEL TINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012
STATE OF DELAWARE
COUNTY OF NEW CASTLE
)
)
)
ss:
I, William A. Hazeltine, being duly sworn, do hereby depose and state the following:
1. I am a member of the law firm of Sullivan Hazeltine Allinson LLC ("Sullivan
Hazeltine" or the "Firm"). I am admitted to practice law in the State of Delaware and before the
U.S. District Court for the District of Delaware and the United States Court of Appeals for the
Third Circuit.
2. I am authorized to make this declaration on Sullivan Hazeltine's behalf. I have
personal knowledge of the matters stated herein except where I have indicated that I relied on
specific information.
The debtors in the above-captioned cases (collectively, the "Debtors"), 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 (90-0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); 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 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 headqumters and the Debtors'
address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
3. This Declaration is submitted pursuant to section 329(a) of title 11 of the United
States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), Rules 2014(a) and 2016(b) ofthe
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2014-1 and 2016-1
ofthe Local Rules of Bankruptcy Practice and Procedure ofthe United States of Bankruptcy
Court for the District of Delaware (the "Local Rules"), in support of the application of the
Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc. eta!. (the
"Committee"), for an order pursuant to section 327(a) and 1103 of the Bankruptcy Code,
authorizing the employment and retention of Sullivan Hazeltine as counsel for the Committee
nunc pro tunc to June 19, 2012 (the "Application").
4. On May 17, 2012 (the "Petition Date"), each ofthe Debtors filed a voluntary
petition pursuant to Chapter 11 of the Bankruptcy Code commencing the above captioned cases,
which the Debtors have requested be jointly administered for procedural purposes. The Debtors
are operating as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy
Code.
5. On June 20, 2012, the United States Trustee (the "Trustee") appointed the
following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension
Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund;
(c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d)
General Motors, LLC.
6. On June 19, 2012, the Committee selected Sullivan Hazeltine as co-counsel with
Sidley Austin LLP ("Sidley"), subject to the approval of the Court because of Sullivan
Hazeltine's expertise, experience, and knowledge in practicing before this Court. The Firm is
2
generally familiar with the potential legal issues that may arise in the context of this chapter 11
case.
DISINTERESTEDNESS OF PROFESSIONALS- NO ADVERSE INTEREST
7. Sullivan Hazeltine has conducted, and continues to conduct, research into its
relationships with the Debtors' creditors, their equity security holders, the Office of the United
States Trustee, attorneys and accountants of the foregoing, and other parties interested in this
case as identified in publically available information provided by the Debtors (the "Potential
Parties in Interest").
8. Sullivan Hazeltine has reviewed its records regarding contacts and/or conflicts
with the Potential Parties in Interest. This inquiry revealed neither Sullivan Hazeltine nor any of
its attorneys has represented or has had a relationship with any of the Potential Pmiies in Interest
within the past three (3) years, except as set forth below:
(a) Sullivan Hazeltine previously represented Wells Fargo Bank, or an affiliate
thereof, which, upon information and belief, is a creditor of the Debtors, in a matter
unrelated to these cases.
(b) Sullivan Hazeltine previously represented Central States, Southeast and
Southwest Areas Pension Fund, or an affiliate thereof, which, upon information and
belief, is a creditor of the Debtors, in several cases unrelated to these cases.
(c) Sullivan Hazeltine previously represented Central States, Southeast and
Southwest Areas Health & Welfare Funds, or an affiliate thereof, which, upon
information and belief, is a creditor of the Debtors, in a matter unrelated to these cases.
(d) Sullivan Hazeltine previously represented Continental Casualty Company, or an
affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in a
matter unrelated to these cases.
(e) Sullivan Hazeltine previously represented Norfolk Southern Railway Company,
or an affiliate thereof, which, upon information and belief, is a creditor of the Debtors, in
a matter unrelated to these cases.
3
(f) Sullivan Hazeltine previously represented AT&T, or an affiliate thereof, which,
upon information and belief, is a creditor of the Debtors, in a matter unrelated to these
cases.
(g) Sullivan Hazeltine previously represented MegaPath, Inc., or an affiliate thereof,
which, upon information and belief, is a creditor of the Debtors, in a matter unrelated to
these cases.
(h) Sullivan Hazeltine previously represented Rothschild, Inc., the Debtor's proposed
Financial Advisor, in a matter unrelated to these cases.
9. Based on the foregoing, Sullivan Hazeltine is a "disinterested person" as that term
is defined in section 101 (14) of the Bankruptcy Code, as modified by section 11 07 (b) of the
Bankruptcy Code, in that the Firm, its members and employees:
(a) are not creditors or insiders of the Debtors;
(b) are not and were not, within two years before the date of filing of the Debtors'
chapter 11 petition, a director, officer, or employee of the Debtors or any Committee
member; and
(c) do not have interests materially adverse to the interest of the estate or of any class
of creditors or equity security holders.
10. I am not related, and to the best of my knowledge, no attorney or employee at the
Firm is related, to any United States Bankruptcy Judge in this District, the United States Trustee
for such District, or any assistant United States Trustee.
11. At this time, based on information available to it, Sullivan Hazeltine does not
anticipate any actual conflicts of interest with the Potential Parties in Interest. The Firm will
seek appropriate waivers of any actual conflict of interest should conflicts arise in the future.
12. While Sullivan Hazeltine has undertaken extensive efforts to identify connections
with the Committee and other parties in interest, it is possible that connections with some parties
in interest have not yet been identified. Should Sullivan Hazeltine learn of any new connections
of the nature discussed herein, the Firm will promptly so advise the Court by supplementing this
declaration when necessary.
4
13. Sullivan Hazeltine does not hold or represent an interest adverse to the Debtors'
estates. Sullivan Hazeltine will not, while employed by the Committee, represent any other
entity having an adverse interest in the matters upon which the Committee seeks to retain
Sullivan Hazeltine during the pendency of this case, with respect to any matter that has any
relationship to this matter.
14. I have read the application ofthe Committee for an order approving the retention
of Sullivan Hazeltine as bankruptcy counsel that accompanies this Declaration and, to the best of
my knowledge, information and belief, the contents of said application are true and correct.
SERVICES TO BE RENDERED
15. Sullivan Hazeltine will render the following services to the Committee in
connection with this chapter 11 case:
(a) assist and advise the Committee in its discussions with the Debtors and
other parties in interest regarding the overall administration of the case;
(b) represent the Committee at hearings to be held before this Court and
communicate with the Committee regarding the matters heard and the issues
raised as well as the decisions and considerations of this Court;
(c) assist and advise the Committee in its examination and analysis ofthe
conduct of the Debtors' affairs;
(d) prepare and review on behalf of the Committee all motions, applications,
answers, orders, reports, and papers necessary to the administration of the estate;
(e) perform all other necessary legal services and provide all other necessary
legal advice to the Committee in connection with these chapter 11 cases.
16. Sidley and Sullivan Hazeltine have discussed a division of responsibilities
regarding the Committee's representation in the Chapter 11 cases and will make every effort to
avoid and/or minimize duplication of services.
5
PROFESSIONAL COMPENSATION
17. Subject to the approval of this Court and in compliance with applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and Orders of this Court,
Sullivan Hazeltine intends to apply for compensation for professional services rendered in this
case and reimbursement of actual, necessary expenses and costs incurred by the Firm on the
Committee's behalf.
18. Sullivan Hazeltine will charge its customary hourly rates in effect from time to
time, which are consistent with the rates charged by Sullivan Hazeltine in bankruptcy and non-
bankruptcy matters of this type. These hourly rates are subject to periodic adjustment to reflect
economic and other conditions. In addition, it is the Firm's policy to charge its clients in all
areas of practice for expenses incurred in connection with the client's matters. The expenses
charged to clients include, among other things, photocopying, witness fees, travel expenses,
filing and recording fees, and postage, express mail and messenger charges. The Firm will
charge the Committee for these expenses in a manner and at rates consistent with charges made
generally to the Firm's other clients and consistent with the Rules, Procedures and Orders of the
Court.
19. The specific attorneys and legal assistants who may provide services on behalf of
the Committee and their current hourly rates are:
William D. Sullivan
William A. Hazeltine
Elihu E. Allinson, III
Seth S. Brostoff
Heidi M. Coleman
Member
Member
Member
Associate
Paralegal
$425
$360
$325
$250
$150
20. Sullivan Hazeltine further states, pursuant to Bankruptcy Rule 2016(b), that it has
not shared, nor agreed to share (a) any compensation it may receive with another party or person,
6
other than with the members, counsel and associates of Sullivan Hazeltine, or (b) any
compensation another person or party has received or may receive.
21. Pursuant to Local Rule 2016-2, Sullivan Hazeltine agrees to and will comply with
the requirements contained in any fee guidelines promulgated by the Bankruptcy Court.
Signed this 1 ih day of July, 2012 at Wilmington, Delaware.
Member
Sullivan Hazeltine Allinson LLC
7
Exhibit B
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
) Chapter 11
)
) Case No. 12-11564 (CSS)
)
Debtors.
) (Jointly Administered)
)
) Related Docket No.
) --
ORDER PURSUANT TO SECTION 327(a) AND 1103 OF THE BANKRUPTCY
CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF SULLIVAN
HAZELTINE ALLINSON LLC AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE
OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 19, 2012
Upon the Application
2
ofthe Committee, for entry of an order pursuant to Sections
327(a) and 1107(a) of Title 11 ofthe United States Code, 11 U.S.C. 101 et seq. (the
"Bankruptcy Code"), authorizing the Committee to employ and retain the law firm of Sullivan
Hazeltine Allinson LLC ("Sullivan Hazeltine" or the "Firm") as their co-counsel nunc pro tunc
to June 19, 2012; and upon the accompanying Declaration ofWilliam A. Hazeltine in support of
the Application (the "Hazeltine Declaration"); and the Court being satisfied based on the
representations made in the Application and the Hazeltine Declaration that the members and
employees of Sullivan Hazeltine who will be engaged in these cases represent no interest adverse
to the Committee with respect to the matters upon which they are to be engaged, that Sullivan
The debtors in the above-captioned cases (collectively, the "Debtors"), 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. (58-190 I 081 ); 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. (58-1904628); 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 headqumters and the Debtors'
address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
2
Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the
Application.
Hazeltine is a "disinterested person" as that term is defined under Sections 101 (14) and 11 07 (b)
of the Bankruptcy Code; and the Court finding that (a) it has jurisdiction over this matter
pursuant to 28 U.S.C. 157 and 1334, (b) this matter is a core proceeding within the meaning
of28 U.S.C. 157(b)(2), and (c) notice of the Motion was due and proper under the
circumstances; and it appearing that the relief requested in the Motion is in the best interests of
the Committee; and after due deliberation, and good and sufficient cause appearing therefore, it
is hereby
ORDERED, ADJUDGED AND DECREED THAT:
1. The Application is GRANTED in all respects.
2. In accordance with section 327(a) ofthe Bankruptcy Code, the Committee is
authorized to employ and retain the Sullivan Hazeltine as its co-counsel on the terms set forth in
the Application and the Hazeltine Declaration, effective as of June 19, 2012.
3. Sullivan Hazeltine shall be compensated in accordance with the procedures set
forth in Sections 330 and 331 of the Bankruptcy Code, applicable Federal Rules ofBankruptcy
Procedure and the Local Bankruptcy Rules of this Court, and such procedures as may be fixed by
order of this Court.
4. This Court shall retain jurisdiction over any and all issues arising from or related
to the implementation and interpretation of this Order.
Dated: , 2012
------
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE
2


CERTIFICATION OF SERVICE
I, William A. Hazeltine, do hereby certify I am not less than 18 years of age and that on
this 17
th
day of July 2012, I caused a copy of the within Application for Entry of an Order
Authorizing the Employment and Retention of Sullivan Hazeltine Allinson LLC as Local Counsel
for the Official Committee of Unsecured Creditors nunc pro tunc to June 19, 2012 to be served
upon the parties listed on the attached Service List via U.S. Mail, First Class, postage pre-paid.

Under penalty of perjury, I declare the foregoing to be true and correct.
July 17, 2012
Date William A. Hazeltine
/s/ William A. Hazeltine

Alaskan Pension Fund
Attn: Elaine Lewis
520 East 34th A venue Ste. 107
Anchorage, AK 99503
Avenue Capital Group
Attn: Heather Kaiser
535 Madison Ave, 15th Floor
New York, NY 10022
Bank of America
Attn: Kathleen Ross
SVP, Senior Client Manager
135 South Lasalle Street
Chicago, IL 60603
Blackrock
fka R3capital
Attn: Carly Wilson
55 East 52nd Street
New York, NY 10055
Central States Pension Fund
Attn: Robert A. Coco
Attn: Brad R. Berliner
Central States Law Dept.
93 77 West Higgins Rd.
Rosemont, IL 60018-493 8
Alcentral, Inc
Attn: Legal Department
10877 Willshire Blvd Suite 1550
Los Angeles, CA 90024
A VL Loan Funding, Inc.
Attn: Terry Conner-Graham
540 West Madison Street, Suite 1900-3N
Chicago, IL 60661
Black Diamond Capital Management LLC
Attn: Richard Ehrlich
1 Sound Shore Drive, Suite 200
Greenwich, CT 06830
Cedarview Capital Management LP
Attn: Irving Bodner
One Penn Plaza, 45th Floor
New York, NY 10119
Central States Pension Fund
Attn: Lili Riley
5503 North Cumberland Road
Chicago, IL 60656
Chart is
Attn:: Steve Y ockel/Trevor Gallagher
175 Water St, 28th Floor
New York, NY 10038
Credit-Suisse
Attn: Micheal Chaisanguanthum
Attn: Jill Guerrido/James Potesky
Attn: Michelle Wagner
1 Madison A venue, 9th Floor
New York, NY 10010
Dallas County
c/o Linebarger Goggan Blair & Sampson, LLP
Attn: Elizabeth Weller
2323 Bryan Street, Ste 1600
Dallas, TX 75201
Delaware State Treasury
Attn: Chip Flowers
820 Silver Lake Blvd., Suite 100
Dover, DE 19904
DRP- IBACH Enterprises, LLC
12900 Haggerty Road
Belleville, MI 48111
Credit Capital Investments
Attn: Legal Department
51 JFK Parkway, Third Floor
Short Hills, NJ 07078
CSX Transportation, Inc.
Attn: Kim Bongiavonni, Asst. General Counsel
500 Water Street, 15th Floor
Jacksonville, FL 32202
Delaware Secretary Of State
Division Of Corporations
Franchise Tax Division
P.O. Box 898
Dover, DE 19903
Division OfUnemployment Ins.
Department Of Labor
4425 N. Market Street
Wilmington, DE 19802
Drum Special Situation Partners III LP
Attn: Joseph Russick
107 Elm Street, 1Oth Floor
Stamford, CT 06902
Durham Asset Management LLC
Attn: Legal Department
680 Fifth A venue, 22nd Floor
New York, NY 10019
Florida Self-Insurers Guaranty Assoc. Inc.
c/o Williams Gautier Gwynn DeLoach &
Sorenson, P .A.
Attn: James E. Sorenson
PO Box 4128
Tallahassee, FL 32315-4128
Ford Motor Company
c/o Miller Canfield
Attn: Stephen S. LaPlante, Esq.
150 West Jefferson, Suite 2500
Detroit, MI 48226-4415
Ford Motor Company/Claims Body & Assembly
Attn: Sharon Ziolkowski
PO Box 674061
Detroit, MI 48267-4061
General Motors LLC
c/o Honigman Miller Schwartz and Cohn LLP
Attn: Daniel W. Linna Jr., Esq.
2290 First National Building
660 Woodward Avenue, Suite 2290
Detroit, MI 48226
Fidelity National Bank
Attn: Herb McCoy
Decatur Branch Manager
160 Clairemont Ave
Decatur, GA 30030
Ford Motor Company
c/o Miller Canfield
Attn: Jose J. Bartolomei, Esq.
1 01 N. Main Street, 7th Floor
Ann Arbor, MI 48104
Ford Motor Company
c/o Connolly Bove Lodge & Hutz LLP
Attn: Karen C. Bifferato, Esq.
The Nemours Building
1007 North Orange Street, P.O. Box 2207
Wilmington, DE 19899
General Motors Holdings LLC, General Motors
LLC & General Motors of Canada LLC
Attn: Scott McMillan
1 00 Renaissance Center, 16th Floor
M/C 482-AI6-C76
Detroit, MI 48265
GM Of Canada LTD- ALZS
Attn: Lawrie Williams
1908 Colonel Same Drive
Attn: Cashier 007-002
Oshawa, ON LIH8P7
CANADA
GSO Capital Partners, LLC
Attn: Legal Department
345 Park A venue, 34th Floor
New York, NY 10154
IBM Global Services
Attn: Matt Cannon, Project Exec.
c/o Allied Systems Holdings
2302 Parklake Dr.
Atlanta, GA 30345
JP Morgan Chase
Attn: Jessica Strange, Client Service Officer
10410 Highland Manor Drive
Floor 3, FL3-3317
Tampa, FL 33610
Latham & Watkins LLP
PO Box 894256
Los Angeles, CA 90189-4256
Latham & Watkins LLP
Attn: Sara E. Barr, Esq.
233 South Wacker Drive, Suite 5800
Chicago, IL 60606
Honigman Miller Schwartz and Cohn LLP
Attn: Daniel W. Linna Jr., Esq.
Attn: Lawrence J. Murphy, Esq.
2290 First National Building
660 Woodward A venue
Detroit, MI 48226-3506
Internal Revenue Service
PO Box 7346
Philadelphia, P A 191 01-7346
Landis Rath & Cobb LLP
Attn: Adam G. Landis, Esq.
Attn: Kerri K. Mumford, Esq.
919 Market Street, Suite 1800
Wilmington, DE 19899
Latham & Watkins LLP
Attn: Robert A. Klyman, Esq.
Attn: Glen B. Collyer, Esq.
Attn: Gregory 0. Lunt, Esq.
355 South Grand Avenue
Los Angeles, CA 90071-1560
Latham & Watkins LLP
Attn: Melinda C. Franek
855 Third Avenue
New York, NY 1 0022
Linebarger Goggan Blair & Sampson, LLP
Attn: Elizabeth Weller
2323 Bryan Street, Ste 1600
Dallas, TX 75201
McDonnell Loan Opportunity Ltd.
Attn: Kathleen Zarn
1515 West 22nd Street, 11th Floor
Oak Brook, IL 60523
MJX Asset Management
Attn: Fred Taylor
12 East 49th Street, 29th Floor
New York, NY 10017
National Union Fire Insurance Company Of
Pittsburgh, P A
Attn: Legal Dept.
PO BOX 35656
Newark, NJ 07193-5656
New York City Dept. of Finance
Attn: Legal Department
66 John Street, Room 104
New York, NY 10038
McDonnell Investment Management LLC
Attn: Christian Champ
1515 W. 22nd Street, 12th Floor
Oak Brook, IL 60523
Michelin Tire N .A./ Atlanta
Attn: Viola Lane
PO Box 1 00860
Atlanta, GA 30384-0860
Monarch Alternative Capital LP
Attn: Patrick Bartels
535 Madison Avenue
New York, NY 1 0022
New England Teamsters Pension Fund
Attn: Charles Langone
1 Wall Street
Burlington, MA 01803-4768
New York City Economic Development
Corporation
Attn: Rita Dumain, Esq.
c/o Michael A. Cardozo
Corporation Counsel ofthe City ofNew York
1 00 Church Street
New York, NY 10007
Ore Hill Partners LLC
Attn: Johannes L Homan
452 Fifth A venue, 25th Floor
New York, NY 10018
PPI Northlake LLC
165 Township Line Rd., Suite 1500
Jenkintown, P A 19046
Schulte Roth & Zabel LLP
Attn: Adam C. Harris/Robert J. Ward
Attn: Victoria A. Lepore/David M. Hillman
919 Third A venue
New York, NY 10022
Secretary of the Treasury
Department of the Treasury
1500 Pennsylvania A venue, NW
Washington, DC 20220
Securities & Exchange Commission
New York Regional Office
Attn: GeorgeS. Canellos, Regional Director
3 World Financial Center, Suite 400
New York, NY 10281-1022
PBGC- Janesville Pensions
Pension Benefit Guaranty Corporation (PBGC)
Attn: Frank A. Anderson
Office of Chief Counsel
1200 K Street N.W.
Washington, DC 20005-4026
Royal & Sunalliance Insurance Canada
Attn: Nelia Labarda
1 0 Wellington St. East
Toronto, ON M5E 1 L5
CANADA
Scotia Bank
Attn: Homaira Rahimi
Attn: Rhonda Fairley
20 Queen Street West, 4th floor
Toronto, ON M5H 3R3
CANADA
Securities & Exchange Commission
1 00 F Street, NE
Washington, DC 20549
Spectrum Group Management LLC
Attn: Jeffrey Buller
Attn: Jeffrey Schaffer
Attn: Stephen Jacobs
1250 Broadway, Suite 810
New York, NY 10001
Spectrum Investment Partners LP
Attn: Jeffrey Schaffer
1250 Broadway, 19th Floor
New York, NY 10001
State Of Delaware
Division OfRevenue
Carvel State Office Building
820 North French Street
Wilmington, DE 1980
The Bank ofNew York Mellon
Attn: Melinda Valentine
600 East Las Colinas, Suite #1300
Irving, TX 75039
The CIT Group/Business Credit, Inc.
c/o Fried, Frank, Harris, Shriver & Jacobson LLP
Attn: Gary L. Kaplan/ Carl I. Stapen
One New York Plaza
New York, NY 1 0004
The Yucaipa Companies
Attn: Derex Walker
9130 West Sunset Boulevard
Los Angeles, CA 90069
Stanfield Capital Partners
Attn: Legal Department
430 Park Avenue, 12th floor
New York, NY 10022
Stone Tower Capital, LLC
Attn: Michael Novoseller/Legal Depmiment
9 W. 57th St., 37th Floor
New York, NY 10019
The CIT Group/Business Credit, Inc.
c/o Duane Morris LLP
Attn: Richard W. Riley/Sommer L. Ross
222 Delaware Avenue, Suite 1600
Wilmington, DE 19801-1659
The Northern Trust Company of Canada
Attn: Kimi Young, 2nd VP, Client relationship
Mgr.
145 King St. West, Suite 191 0
Toronto, ON M5H 1J8
CANADA
Tokio Marine Nichido Fire Insurance
Attn: Timothy J. Doonan
105 Adelaide St. West, 3rd Fl.
Toronto, ON M5H1P9
CANADA
Toyota Motor Sales Inc. (Claims)
Attn: Mike Nelson
Attn: Ana Jose
19001 S. Western Ave. PS11
Torrance, CA 90509-2722
United States Trustee
Attn: David L. Buchbinder
J. Caleb Boggs Federal Building
Suite 2207
Wilmington, DE 19801
Yenor Capital Management LP
Attn: Michael Scott
7 Times Square, Suite 3505
New York, NY 10036
Yucaipa American Alliance (Parallel) Fund I, LP
Yucaipa American Alliance Fund I, LP
Attn: Robert Bermingham
9130 W. Sunset Blvd.
Los Angeles, CA 90069
U.S. Attorney's Office
PO Box 2046
1201 Market St., Ste. 1100
Wilmington, DE 19899-2046
United States Trustee
844 King Street, Suite 2207
Lockbox #35
Wilmington, DE 19899-0035
Young Conaway Stargatt & Taylor
Attn: Michael R. Nestor
Rodney Square
1000 North King Street
Wilmington, DE 19801