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. 230 Hearing Date: November 7, 2012 @ 9:30 a.m. (EST) Objection Deadline: November 1, 2012 @ 4:00 p.m. (EDT)

DEBTORS MOTION, PURSUANT TO 11 U.S.C. 105(a), FOR ORDER AMENDING THE FINAL ORDER PURSUANT TO 11 U.S.C. 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), FED. R. BANKR. P. 2002, 4001 AND 9014 AND DEL. BANKR. L.R. 4001-2: (I) AUTHORIZING DEBTORS TO (A) OBTAIN POSTPETITION SECURED DIP FINANCING AND (B) USE CASH COLLATERAL; (II) GRANTING SUPERPRIORITY LIENS AND PROVIDING FOR SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (III) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED LENDERS; AND (IV) MODIFYING AUTOMATIC STAY The above-captioned debtors and debtors-in-possession (Debtors) submit this motion (the Motion) for an order amending the Final Order Pursuant to 11 U.S.C. 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (I) Authorizing Debtors to (A) Obtain Post-Petition Secured DIP Financing and (B) Use Cash Collateral; (II) Granting Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate Protection to Prepetition Secured Lenders; and (IV) Modifying Automatic Stay (the Final DIP Order) to permit payments of certain fees and expenses
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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relating to the Declaratory Adversary (as defined below). In support of this Motion, the Debtors respectfully represent as follow: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider and determine this matter pursuant

to 28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. BACKGROUND 2. On May 17, 2012 (the Involuntary Petition Date), 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 Voluntary Petition Date, and together with the Involuntary Petition Date, the Petition Date, as applicable to the particular Debtor), 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. Additional information

regarding the Debtors business and the background relating to events leading up to the abovecaptioned chapter 11 cases (collectively, the Bankruptcy Proceeding) can be found in the Declaration of Scott D. Macaulay in Support of First-Day Pleadings [Docket No. 80], which was filed on the Voluntary Petition Date. 3. The Debtors continue to operate their businesses as debtors-in-possession

pursuant to Sections 1107 and 1108 of title 11 of the United States Code (the Bankruptcy Code). On June 11, 2011, this Court entered an order authorizing the joint administration of the Debtors chapter 11 cases pursuant to Bankruptcy Rule 1015(b).

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4.

The Office of the United States Trustee for the District of Delaware (the

U.S. Trustee) appointed an official committee of unsecured creditors (the Committee) on June 20, 2012. 5. The Final DIP Order was entered by the Court on July 12, 2012,

authorizing the Debtors to, among other things, use Cash Collateral2 and proceeds of the DIP Loan for purposes set forth in the Approved Budget and subject to the Final DIP Order and DIP Financing Agreement. 6. On October 18, 2012, Allied Holdings filed its Verified Complaint for

Declaratory Judgment and Injunctive Relief (the Declaratory Adversary). The Declaratory Adversary relates to a dispute among Allied Holdings first lien lenders regarding Allied Holdings Amended and Restated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement (the First Lien Credit Agreement). 7. The Declaratory Adversary seeks: (i) a declaration that the Fourth

Amendment to the First Lien Credit Agreement is valid and enforceable in accordance with its terms; (ii) alternatively, in the event that some or all of the fourth amendment is deemed to be unenforceable, a declaration to determine the enforceability and legal effect of the remaining provisions of the First Lien Credit Agreement, including Third and Fourth Amendments; (iii) a declaration as to which of Allied Holdings first lien lenders constitute the Requisite Lender under the First Lien Loan Agreement; and (iv) an extension of the bankruptcy stay to enjoin further litigation of the subject matter of the Declaratory Adversary in separate civil actions outside of the Bankruptcy Proceeding, including further prosecution of a certain state court action in New York (the Black Diamond/Yucaipa Action) that Petitioning Creditors Black Diamond CLO 2005-1 Ltd., BDCM Opportunity Fund II, LP and Spectrum Investment Partners
2

Capitalized terms not defined herein shall have the meaning ascribed thereto in the Final DIP Order.

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LP brought against Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P (collectively Yucaipa). RELIEF REQUESTED 8. By this Motion, the Debtors request entry of an order, substantially in the

form attached hereto as Exhibit A, amending the Final DIP Order to permit payment by the Debtors to the Debtors professionals of all compensation, fees and expenses incurred by the Debtors professionals in instituting and prosecuting the Declaratory Adversary. 9. Specifically, the Debtors request that paragraph 12(a) of the Final DIP

Order be amended as follows (alterations appear in italics): (a) Except as otherwise set forth in this paragraph 12(a), proceeds of the DIP Loan, the Collateral and the Prepetition Collateral (including, without limitation, Cash Collateral) shall not be used by any person or entity, including the Debtors (or any successor trustee or other estate representative in any Chapter 11 Case or Successor Case), but excluding the Committee subject to the limitations set forth below, in connection with the investigation, pursuit or assertion of, or joinder in, any claim, cause of action, defense, counterclaim, proceeding, application, motion, objection, defense or other contested matter or discovery against any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties (or any officers, directors, employees, agents, representatives, legal advisors and attorneys, financial advisors and accountants, consultants, other professionals, members, managers, partners, shareholders, owners, subsidiaries, predecessors in interest or affiliates of each the foregoing (collectively, the Related Parties)), the purpose of which is to seek, or the result of which would be, to obtain any order, judgment, determination, declaration or similar relief: (x) invalidating, setting aside, avoiding, recharacterizing or subordinating, in whole or in part, any claim, indebtedness, liens and/or security interests of any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties; (y) objecting to or commencing any action that prevents or affirmatively delays the exercise by any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties of any of their respective rights and remedies under any agreement or document or the Interim Order, the Amended Interim Order or this Final Order; or (z) seeking any affirmative legal or equitable remedy against any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties; provided however, the Debtors shall be permitted to use the proceeds of the DIP Loan to pay the fees and expenses incurred by the Debtors professionals in instituting and prosecuting the Declaratory Adversary.

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BASIS FOR RELIEF 10. Section 6 of the Final DIP Order provides, in relevant part, that the the

Debtors may enter into non-material amendments, waivers or modifications of . . . the DIP Financing Agreement with prior written consent of the DIP Agent . . . provided, however, that any material amendment, waiver, modification or consent shall require approval of this Court. 11. Section 37 of the Final DIP Order provides that [a]ny amendment, stay,

reversal or modification of this Final Order without the consent of the DIP Agent (which may be withheld in the DIP Agents sole discretion) shall be an Event of Default under the DIP Financing Agreement and the Final Order. 12. In the Declaratory Adversary, the only relief sought by Allied Holdings is

a declaratory judgment to resolve uncertainty and existing disputes relating to the First Lien Credit Agreement and an extension of the bankruptcy stay to prevent the issues in the Declaratory Adversary from being simultaneously litigated in other forums. Allied Holdings does not seek any money damages or any other form of equitable relief against any party in the Declaratory Adversary. 13. Accordingly, the relief requested in the Motion does not conflict with the

spirit of certain conditions placed on the Final DIP Order. Section 12 of the Final DIP Order prohibits Allied Holdings from using proceeds of the DIP Loan to, among other things, commence any proceeding seeking relief against the DIP Agent, the DIP Lenders or the Prepetition Secured Parties. On information and believe, the DIP Agent, Yucaipa, will consent to this Motion. With respect to the Petitioning Creditors, the Declaratory Adversary does not raise any substantive claims in addition to those they already are litigating in the Black Diamond/Yucaipa Action. Any potential impact on the remaining Prepetition Secured Parties is

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both minimal and justified, inasmuch as the Declaratory Adversary provides a forum to address any lender disputes relating to the Requisite Lender issue. NOTICE 14. Notice of this Motion has been provided via U.S. Mail or electronic

transmission to: (i) the U.S. Trustee; (ii) counsel for the agent for the Debtors debtor-inpossession lenders; (iii) counsel for First Lien Lenders; (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) counsel for the Committee (vi) counsel for the CIT Group/Business Credit, Inc., as resigning administrative agent and collateral agent under the Debtors first lien credit agreement; and (vii) all other persons requesting notices. NO PRIOR REQUEST 15. Allied Holdings has not previously sought the relief requested herein from

this or any other Court. WHEREFORE the Debtors respectfully request an order (i) amending the Final DIP Order to permit payment by the Debtors to the Debtors professionals of all compensation, fees and expenses incurred by the Debtors professionals in instituting and prosecuting the Declaratory Adversary and (ii) granting such other and further relief as the Court deems just and proper.

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Dated:

October 18, 2012 Wilmington, Delaware

ark D. Co ins (No. 2981) Robert J. team, Jr. (No. 2915) 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 Email : stearn@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) Michael E. Johnson (GA Bar No. 395039) Matthew R. Brooks (GA BarNo. 378018) 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: michael.johnson@troutmansanders.com E-Mail: matthew. brooks@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.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Hearing Date: November 7, 2012 at 9:30 a.m. (EST) Objection Deadline: November 1, 2012 at 4:00 p.m. (EDT)

NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on October 18, 2012, the above-captioned debtors (collectively, the Debtors) filed the Debtors Motion, Pursuant to 11 U.S.C. 105(a), for Order Amending the Final Order Pursuant to 11 U.S.C. 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (I) Authorizing Debtors to (A) Obtain Postpetition Secured DIP Financing and (B) Use Cash Collateral; (II) Granting Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate Protection to Prepetition Secured Lenders; and (IV) Modifying Automatic Stay (the Motion) 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 Motion must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market

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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Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before November 1, 2012 at 4:00 p.m. (Eastern Daylight Time). PLEASE TAKE FURTHER NOTICE that a hearing to consider the Motion, 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 November 7, 2012 at 9:30 a.m. (Eastern Standard 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.

2
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Dated: October 18, 2012 Wilmington, Delaware Mark D. Col s (No. 2 8 Christophe M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P .A. One Rodney Square 920 North King Street Wilmington, Delaware 1980 I Telephone No .: (302) 651-7700 Facsimile No.: (302) 651 -7701 Email: collins@rlf.com samis@rlf.com terranova@rlf. com -andJeffrey W. Kelley (GA BarNo. 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

Counsel for Debtors and Debtors-in-Possession

3
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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 Nos. 230 and ____

ORDER GRANTING DEBTORS MOTION, PURSUANT TO 11 U.S.C. 105(a), FOR ORDER AMENDING THE FINAL ORDER PURSUANT TO 11 U.S.C. 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), FED. R. BANKR. P. 2002, 4001 AND 9014 AND DEL. BANKR. L.R. 4001-2: (I) AUTHORIZING DEBTORS TO (A) OBTAIN POSTPETITION SECURED DIP FINANCING AND (B) USE CASH COLLATERAL; (II) GRANTING SUPERPRIORITY LIENS AND PROVIDING FOR SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS; (III) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED LENDERS; AND (IV) MODIFYING AUTOMATIC STAY Upon the motion dated October 18, 2012 (the Motion)2 of the above-captioned debtors and debtors-in-possession (the Debtors) for an order amending the Final Order Pursuant to 11 U.S.C. 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (I) Authorizing Debtors to (A) Obtain Post-Petition Secured DIP Financing and (B) Use Cash Collateral; (II) Granting Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate Protection to Prepetition Secured Lenders; and (IV) Modifying Automatic Stay (the Final DIP Order) to permit payments of certain fees and expenses
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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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relating to the Declaratory Adversary, all as more fully described in the Motion, and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 1334; and in consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that no other or further notice need be provided; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is GRANTED as set forth herein. Paragraph 12(a) of the Final DIP Order is hereby amended as follows:

(a) Except as otherwise set forth in this paragraph 12(a), Proceeds of the DIP Loan, the Collateral and the Prepetition Collateral (including, without limitation, Cash Collateral) shall not be used by any person or entity, including the Debtors (or any successor trustee or other estate representative in any Chapter 11 Case or Successor Case), but excluding the Committee subject to the limitations set forth below, in connection with the investigation, pursuit or assertion of, or joinder in, any claim, cause of action, defense, counterclaim, proceeding, application, motion, objection, defense or other contested matter or discovery against any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties (or any officers, directors, employees, agents, representatives, legal advisors and attorneys, financial advisors and accountants, consultants, other professionals, members, managers, partners, shareholders, owners, subsidiaries, predecessors in interest or affiliates of each the foregoing (collectively, the Related Parties)), the purpose of which is to seek, or theresult of which would be, to obtain any order, judgment, determination, declaration or similar relief: (x) invalidating, setting aside, avoiding, recharacterizing or subordinating, in whole or in part, any claim, indebtedness, liens and/or security interests of any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties; (y) objecting to or commencing any action that prevents or affirmatively delays the exercise by any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties of any of their respective rights and remedies under any agreement or document or the Interim Order, the Amended Interim Order or this Final Order; or (z) seeking any affirmative legal or equitable remedy against any of the DIP Agent, the DIP Lenders or the Prepetition Secured Parties; provided however, the Debtors shall be permitted

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to use the proceeds of the DIP Loan to pay the fees and expenses incurred by the Debtors professionals in instituting and prosecuting the Declaratory Adversary.

3.

This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: October ___, 2012 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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