2400513v4

RLF1 6200437v. 1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.,
1


Debtors.
Chapter 11

Case Nos. 12-11564 (CSS)

Jointly Administered
Hearing Date: August 28, 2012 at 11:00 a.m. (EDT)
Objection Deadline: July 12, 2012 at 4:00 p.m. (EDT)
DEBTORS APPLICATION TO EMPLOY AND RETAIN
TROUTMAN SANDERS LLP AS CO-COUNSEL FOR THE
DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian
subsidiaries (collectively, the Debtors) respectfully submit this application (the
Application) for entry of an order, substantially in the form attached hereto as Exhibit A (the
Proposed Order), authorizing the Debtors to employ and retain Troutman Sanders LLP
(Troutman) as their bankruptcy co-counsel nunc pro tunc to June 10, 2012 pursuant to
Section 327(a) of title 11 of the United States Code (the Bankruptcy Code), Rule 2014 of the
Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2014-1 of the
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the Local Rules). In support of this Application, the Debtors
respectfully state as follows:

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 (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); 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.

2

RLF1 6200437v. 1
JURISDICTION AND VENUE
1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.
1334. Consideration of this Application is a core proceeding pursuant to 28 U.S.C. 157(b).
Venue of this proceeding is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.
BACKGROUND
2. On May 17, 2012, involuntary petitions were filed against Allied Holdings and its
subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under Chapter 11 of the Bankruptcy
Code in this Bankruptcy Court (the Court). On June 10, 2012 (the Commencement Date),
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. The
Petition Date of such Debtor is the date that such involuntary petition or voluntary petition
was filed by or against such Debtor. The Chapter 11 cases commenced thereby are, collectively,
the Chapter 11 Cases.
3. The Debtors are authorized to operate their businesses as debtors-in-possession
pursuant to 1107 and 1108 of the Bankruptcy Code.
4. The Debtors major line of business, known in the industry as car haul, is the
transport of light vehicles, such as automobiles, sport-utility vehicles and light trucks, from
manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships
in the United States and Canada by means of tractor trailers referred to as Rigs. The Debtors
smaller line of business is logistics, which includes arranging for and managing vehicle
distribution services, automobile inspections, auction and yard management services, vehicle
tracking, accessorizing, and dealer preparation services for the automobile industry in the United
States and Canada, and providing yard management services in Mexico.

3

RLF1 6200437v. 1
RELIEF REQUESTED
5. The Debtors are seeking to employ and retain Troutman nunc pro tunc to the
Commencement Date to represent them as their co-counsel in connection with the Chapter 11
Cases. Accordingly, the Debtors respectfully request that the Court enter the Proposed Order
authorizing them to employ and retain Troutman as their attorneys nunc pro tunc to the
Commencement Date.
6. Subject to further order of the Court, the Debtors request the employment and
retention of Troutman to render the following professional services:
(a) advising the Debtors of their rights, powers and duties as debtors and debtors in
possession in continuing to operate and manage their respective businesses and
properties under Chapter 11 of the Bankruptcy Code;
(b) preparing on behalf of the Debtors all necessary and appropriate applications,
motions, proposed orders, other pleadings, notices, Schedules and other
documents, and reviewing all financial and other reports to be filed in these
Chapter 11 Cases;
(c) advising the Debtors concerning, and preparing responses to, applications,
motions, other pleadings, notices and other papers that may be filed by other
parties in these Chapter 11 Cases;
(d) advising the Debtors with respect to, and assisting in the negotiation and
documentation of, financing agreements and related transactions;
(e) advising the Debtors regarding their ability to initiate actions to collect and
recover property for the benefit of their estates;
(f) advising and assisting the Debtors in connection with any potential property
dispositions;
(g) advising the Debtors concerning executory contract and unexpired lease
assumptions, assignments and rejections, and lease restructurings and
recharacterizations;
(h) advising the Debtors in connection with the formulation, negotiation and
promulgation of a plan or plans of reorganization, and related transactional
documents;
(i) assisting the Debtors in reviewing, estimating and resolving claims asserted
against the Debtors estates;

4

RLF1 6200437v. 1
(j) commencing and conducting litigation necessary and appropriate to assert rights
held by the Debtors, protect assets of the Debtors Chapter 11 estates or otherwise
further all efforts at achieving the Debtors successful reorganization;
(k) providing non-bankruptcy multi-disciplinary legal services for the Debtors to the
extent requested by the Debtors; and
(l) performing all other necessary and appropriate legal services in connection with
these Chapter 11 Cases for or on behalf of the Debtors.
BASIS FOR RELIEF REQUESTED
7. Under 327(a) of the Bankruptcy Code, a debtor in possession is authorized to
employ professional persons that do not hold or represent an interest adverse to the estate, and
that are disinterested persons, to represent or assist the [debtor in possession] in carrying out [its]
duties under this title. 11 U.S.C. 327(a). (bracketed language provided). Such employment
may be based on any reasonable terms and conditions of employment, including on a retainer,
on an hourly basis, on fixed percentage fee basis, or on a contingent fee basis. 11 U.S.C.
328(a). Section 1107(b) of the Bankruptcy Code modifies 101(14) and 327(a) of the
Bankruptcy Code in cases under Chapter 11 of the Bankruptcy Code, providing that a person is
not disqualified for employment under 327 of [the Bankruptcy Code] by a debtor in possession
solely because of such persons employment by or representation of the debtor before the
commencement of the case. 11 U.S.C. 1107(b).
A. Troutmans Qualifications
8. The Debtors believe that Troutman is particularly well qualified to serve as the
Debtors co-counsel in these Chapter 11 Cases. Founded in 1897, Troutman is an international
law firm with over six hundred (600) attorneys serving clients throughout the world from offices
in Atlanta, Chicago, Hong Kong, London, New York, Newark, Norfolk, Orange County,
Raleigh, Richmond, San Diego, Shanghai, Tysons Corner, Virginia Beach and Washington, D.C.
Troutman is recognized as an American Lawyer top 100 law firm and has experience in virtually

5

RLF1 6200437v. 1
all aspects of the law, having over fifty (50) dedicated practice areas. These include, among
many others, bankruptcy, corporate, employee benefits, international, finance, complex
litigation, intellectual property, labor and employment, mergers and acquisitions, real estate,
franchise, securities and tax.
9. As further described in the affidavit of Jeffrey W. Kelley, a partner at Troutman
(the Kelley Affidavit), attached hereto as Exhibit B, Troutmans Business Restructuring and
Reorganization practice group consists of approximately twenty seven (27) attorneys practicing
in various of its offices. Troutmans restructuring lawyers have played significant roles in a wide
array of Chapter 11 cases, including those of Allied Holdings, Inc.; Allis-Chambers Corporation;
American Pad & Paper LLC; Ameripol Synpol Corporation; Braniff Airways; Caldor
Corporation; eLot, Inc.; Food Fair; Forum Group; Frost Bros., Inc.; G. Heileman Brewing
Company; Hedstrom Holdings, Inc.; Jamesway Corporation; Johns-Manville Corporation;
Korvettes, Inc.; Leaseway Transportation; LTV Corporation; Enron Corp.; M. Fabrikant & Sons,
Inc.; Perkins & Marie Callenders, Inc.; Public Service Company of New Hampshire; Steak &
Brew, Inc.; Taylor, Bean & Whitaker Mortgage Corp.; Waterscape Resort LLC; Wolf Camera,
Inc.; and Zapata Corp.
10. Troutman also is familiar with the Debtors businesses, having served as the
Debtors principal outside counsel for more than eleven years, having served as the Debtors
general counsel in its first Chapter 11 case filed in the United States Bankruptcy Court for the
Northern District of Georgia, In re Allied Holdings, Inc., Chapter 11 Case No. 05-12515, and
having provided restructuring advice to the Debtors at various times in recent years. Troutmans
professionals have worked closely with the Debtors management, advisors and other
professionals through the years and, as a result, have become extraordinarily knowledgeable of

6

RLF1 6200437v. 1
the Debtors corporate history, debt structure, businesses and related matters. Accordingly,
Troutman has developed a unique and expansive understanding and knowledge regarding the
Debtors that will contribute to and result in effective and efficient services in these Chapter 11
Cases.
B. Compensation and Fee Applications
11. Troutman intends to apply to the Court for allowance of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Subject to those
provisions, the Debtors propose to pay Troutman its customary hourly rates in effect from time
to time as set forth in the Kelley Affidavit. The Debtors submit that these rates are reasonable.
Troutman will maintain detailed, contemporaneously-entered time and expense records in
accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules (i.e., time entries at increments of 1/10
th
of an hour), and any additional procedures
that may be established by this Court in these Chapter 11 Cases. In addition, Troutman has
agreed to accept as compensation and reimbursement of expenses such sums as may be
ultimately allowed by this Court. It is Troutmans policy to charge its clients in all areas of
practice for expenses incurred in connection with the clients case. The expenses charged to a
clients case include, among other things, airline tickets, hotels, restaurants and caterers, outside
courier services, outside copying services, court reporters, and computer legal research
providers, such as Lexis/Nexis and Westlaw). Costs billed to Troutman by parties who
supply goods or services related to the firms work on behalf of the Debtors will be billed to the
Debtors at the actual out-of-pocket cost that Troutman pays to the third party on its behalf. The
Debtors will not be billed for any internal firm costs incurred on their behalf, such as telephone
(including long distance charges), telecopy charges, word processing, secretarial overtime, firm

7

RLF1 6200437v. 1
couriers, postage (including FedEx, UPS or similar overnight delivery services), printing and
photocopying performed in-house.
12. Troutman recognizes that interim and final fee awards are subject to approval by
this Court. Troutman will seek approval of payment of compensation and reimbursement of
costs and expenses during these Chapter 11 Cases upon Troutmans filing of appropriate
applications for allowance of interim or final compensation pursuant to 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this
Court.
13. As set forth in the attached Kelley Affidavit, Troutman has not received or been
promised any compensation for legal services rendered or to be rendered in any capacity in
connection with the Debtors Chapter 11 Cases, other than as permitted by the Bankruptcy Code,
nor has Troutman agreed to share compensation received in connection with these Chapter 11
Cases with any other person, except as permitted by 504(b) of the Bankruptcy Code and
Bankruptcy Rule 2016(b) in respect of the sharing of compensation among Troutmans partners.
C. Disclosure Concerning Disinterestedness
14. The Kelley Affidavit discloses Troutmans connections to the Debtors and
principal creditors and parties in interest in these Chapter 11 Cases, which is incorporated herein
by reference. In reliance on the Kelley Affidavit, and except as set forth therein and herein, to
the best of the Debtors knowledge: (a) Troutman is a disinterested person under 101(14) of
the Bankruptcy Code; (b) Troutman does not hold or represent an interest adverse to the Debtors
estates; and (c) Troutmans partners and associates have no connection to the Debtors, their
creditors, or their related parties except as may be disclosed in the Kelley Affidavit. Also as set
forth in the Kelley Affidavit, no partner or associate of Troutman is a relative of, or has been so

8

RLF1 6200437v. 1
connected with, any judge of the bankruptcy court for this District. Accordingly, the
appointment of Troutman is not prohibited by Bankruptcy Rule 5002.
D. Pre-petition Professional Compensation
15. The Debtors made payments (the Payments) to Troutman from their operating
cash in the aggregate amount of $966,505.43 for legal services rendered and expenses incurred
by Troutman from January 1, 2012 to the Commencement Date. The Payments were applied
$945,544.69 to fees and $20,960.74 to expenses. Attached hereto as Exhibit 3 is summary of
these Payments and the invoices to which they were applied. As shown on Exhibit 3, Payments
totaling $566,505.43 were made in the ordinary course for services rendered from January
through April 2012. Retainers totaling $400,000 were paid May 17, June 1, and June 8, 2012 for
services primarily in connection with the involuntary and voluntary bankruptcy cases brought
against and by the Debtors.
16. Fees and expenses totaling about $124,255.04 remain unpaid. They fall into three
categories. One category is comprised of fees and expenses totaling $15,819.26 to the Axis
Group, Inc, which is one of the Debtors. This amount was billed from October 2011 through
April 2012. The second category is comprised of fees and expenses totaling $46,607.47 and
incurred from May 1 through May 16, 2012 in a variety of matters. These fees and expenses
were not billed before the Commencement Date. The third category is comprised of fees totaling
$61,828.31, which represents fees in excess of the retainer of $400,000 for primarily bankruptcy-
related services from May 17, 2011 to the Commencement Date.
17. Troutman will not file a claim against the Debtors estates to collect the unpaid
amounts for services rendered and expenses incurred as of the Commencement Date. For
accounting purposes, Troutman is writing off these amounts as uncollectible.

NOTICE
. 18. No trustee or examiner has been appointed in these Chapter 11 Cases. Notice of
this Application has been provided to: (i) the Office of the United States Trustee for the District
of Delaware; (ii) counsel for the agent for the Debtors' debtor-in-possession lenders; (iii) counsel
for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., Spectrum
Investment Partners LP and The CIT Group/Business Credit, Inc., and each other lender under
the Debtors' first lien credit agreement; (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, and each lender under the Debtors' second lien credit agreement; (v) proposed
counsel for the Official Committee of Unsecured Creditors of the Debtors; and (vi) all other
persons requesting notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. The
Debtors submit that no other or further notice need be provided.
19. No prior request for the relief sought in this Application has been made to this or
any other Court.
WHEREFORE, for the reasons set forth herein, the Debtors respectfull y request that this
Court (a) enter an order substantiall y in the form attached hereto as Exhibit A, granting the relief
requested herein; and (b) granting such other and further relief to the Debtors as this Court may
deem just and proper.
This_ day of June 2012.
9
On behalf of Allied Systems Holding, Inc.
and its direct and indirect subsidiaries listed
in footnote 1 of the Application

Name: -;Jo f....,.._
Title: S.'i ;.. &-C.


RLF1 6203613v. 1
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: August 28, 2012 at 11:00 a.m. (EDT)
Objection Deadline: July 12, 2012 at 4:00 p.m. (EDT)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on June 28, 2012, the above-captioned debtors
(collectively, the Debtors) filed the Debtors Application to Employ and Retain Troutman
Sanders LLP as Co-Counsel for the Debtors Nunc Pro Tunc to June 10, 2012 (the
Application) 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
Application must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market
Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the
undersigned proposed counsel for the Debtors on or before July 12, 2012 at 4:00 p.m. (Eastern
Daylight Time).
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,
if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy

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 (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); 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.

2
RLF1 6203613v. 1
Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor,
Courtroom 6, Wilmington, Delaware 19801 on August 28, 2012 at 11:00 a.m. (Eastern
Daylight Time).
IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED,
SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY
COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT
FURTHER NOTICE OR HEARING.

3
RLF1 6203613v. 1
Dated: June 28, 2012
Wilmington, Delaware
/s/ Marisa A. Terranova
Mark D. Collins (No. 2981)
Christopher M. Samis (No. 4909)
Andrew C. Irgens (No. 5193)
Marisa A. Terranova (No. 5396)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone No.: (302) 651-7700
Facsimile No.: (302) 651-7701
Email: collins@rlf.com
samis@rlf.com
irgens@rlf.com
terranova@rlf.com

-and-

Jeffrey W. Kelley (GA Bar No. 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

Proposed Counsel for the Debtors


2400513v4
RLF1 6200437v. 1
EXHIBIT A

Proposed Order


2400513v4
RLF1 6200437v. 1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.
1
,

Debtors.
Chapter 11

Case Nos. 12-11564 (CSS)

Jointly Administered

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND
RETAIN TROUTMAN SANDERS LLP AS CO-COUNSEL TO THE
DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
This matter coming before the Court on the Application (the Application) to Employ
and Retain Troutman Sanders LLP as Co-Counsel to the Debtors Nunc Pro Tunc to June 10,
2012 (the Commencement Date); the Court having reviewed the Application; the Court
finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this
is a core matter pursuant to 28 U.S.C. 157(b)(2)(A); and (c) notice of the Application was
sufficient under the circumstances; the Court having considered the Affidavit of Jeffrey W.
Kelley (the Kelley Affidavit); the Court having determined that the legal and factual bases set
forth in the Application and the Kelley Affidavit establish just cause for the relief granted herein;
and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED.

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 (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); 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.

2

RLF1 6200437v. 1
2. Pursuant to 327(a) of the Bankruptcy Code,
2
the Debtors are authorized to retain
and employ Troutman Sanders LLP (Troutman) as its co-counsel in these Chapter 11 Cases,
in accordance with the terms and conditions set forth in the Application, effective nunc pro tunc
to the Commencement Date.
3. Troutman shall be compensated in accordance with the procedures set forth in
330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other
such procedures as may be fixed by order of this Court.
4. Notwithstanding the possible applicability of any stay of the effectiveness of this
order, including, without limitation, the fourteen (14) day stay provided in Rule 6004(h) of the
Bankruptcy Rules, the terms and conditions of this order shall be immediately effective and
enforceable upon its entry.
5. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
6. The Court shall retain jurisdiction over any and all issues arising from or related
to the implementation and interpretation of this Order.

Dated: July ___, 2012
Wilmington, Delaware
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE

2
Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Application.

2400513v4
RLF1 6200437v. 1

EXHIBIT B

Kelley Affidavit

2400513v4
RLF1 6200437v. 1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.
1
,

Debtors.
Chapter 11

Case Nos. 12-11564 (CSS)

Jointly Administered

AFFIDAVIT OF JEFFREY W. KELLEY IN SUPPORT OF APPLICATION
TO EMPLOY AND RETAIN TROUTMAN SANDERS LLP AS CO-COUNSEL
TO THE DEBTORS NUNC PRO TUNC TO JUNE 10, 2012
STATE OF GEORGIA )
: ss.:
COUNTY OF FULTON )
Pursuant to Rule 2014(a) of the Bankruptcy Rules, I, Jeffrey W. Kelley, hereby declare:
1. I am an attorney at law admitted and in good standing to practice in the State of
Georgia, as well as before (a) the United States Court of Appeals for the Eleventh Circuit, (b) the
United States District Court for the Northern District of Georgia, and (c) the United States
District Court for the Middle District of Georgia.
2. I am a partner in the law firm of Troutman Sanders LLP (Troutman), and I
make this Affidavit in support of the application (the Application)
2
of the above-captioned
debtors and debtors-in-possession (the Debtors) for an order approving the employment of

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 (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); 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.
2
Capitalized terms not otherwise defined herein have the meanings set forth in the attached Application.

2

RLF1 6200437v. 1
Troutman as their co-counsel in the Debtors bankruptcy cases (the Chapter 11 Cases) in
compliance with and to provide disclosure pursuant to 327(a), 328, 329(a) and 504 of title 11
of the United States Code (the Bankruptcy Code), Rules 2014(a) and 2016(b) of the Federal
Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 2014-1 and 2016-1 of the
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the Local Rules). Unless otherwise stated in this affidavit, I have
personal knowledge of the facts hereinafter set forth. To the extent that any information
disclosed herein requires amendment or modification upon Troutmans completion of further
analysis, or as additional creditor information becomes available to it, a supplemental affidavit
will be submitted to the Court.
3. Troutman is particularly well qualified to serve as the Debtors counsel in these
Chapter 11 Cases. Founded in 1897, Troutman is an international law firm with over six
hundred (600) attorneys serving clients throughout the world from offices in Atlanta, Chicago,
Hong Kong, London, New York, Newark, Norfolk, Orange County, Raleigh, Richmond, San
Diego, Shanghai, Tysons Corner, Virginia Beach and Washington, D.C. Troutman is recognized
as an American Lawyer top 100 law firm and has experience in virtually all aspects of the law,
having over fifty (50) dedicated practice areas. These include, among many others, bankruptcy,
corporate, employee benefits, international, finance, complex litigation, intellectual property,
labor and employment, mergers and acquisitions, real estate, franchise, securities and tax.
4. Troutmans Business Restructuring and Reorganization practice group consists
of approximately twenty seven (27) attorneys practicing in various of its offices. Troutmans
restructuring lawyers have played significant roles in a wide array of Chapter 11 Cases,
including those of Allied Holdings, Inc.; Allis-Chambers Corporation; American Pad & Paper

3

RLF1 6200437v. 1
LLC; Ameripol Synpol Corporation; Braniff Airways; Caldor Corporation; eLot, Inc.; Food Fair;
Forum Group; Frost Bros., Inc.; G. Heileman Brewing Company; Hedstrom Holdings, Inc.;
Jamesway Corporation; Johns-Manville Corporation; Korvettes, Inc.; Leaseway Transportation;
LTV Corporation; Enron Corp.; M. Fabrikant & Sons, Inc.; Perkins & Marie Callenders, Inc.;
Public Service Company of New Hampshire; Steak & Brew, Inc.; Taylor, Bean & Whitaker
Mortgage Corp.; Waterscape Resort LLC; Wolf Camera, Inc.; and Zapata Corp.
5. Troutman also is familiar with the Debtors businesses, having served as the
Debtors principal outside counsel for more than eleven years, having served as the Debtors
general counsel in its first Chapter 11 case filed in the United States Bankruptcy Court for the
Northern District of Georgia, In re Allied Holdings, Inc., Chapter 11 Case No. 05-12515, and
having provided restructuring advice to the Debtors at various times in recent years. Troutmans
professionals have worked closely with the Debtors management, advisors and other
professionals through the years and, as a result, have become extraordinarily knowledgeable of
the Debtors corporate history, debt structure, businesses and related matters. Accordingly,
Troutman has developed a unique and expansive understanding and knowledge regarding the
Debtors that will contribute to and result in effective and efficient services in these Chapter 11
Cases.
6. Subject to approval of this Court and in compliance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, Troutman intends to apply
for compensation for professional services rendered in connection with the Debtors bankruptcy
cases, plus reimbursement of actual, necessary expenses, and other charges incurred by
Troutman during the Debtors Chapter 11 Cases. Troutmans billing rates currently range from
$945 to $375 per hour for partners, $775 to $350 per hour for of counsel, $575 to $150 per hour

4

RLF1 6200437v. 1
for associates and $300 to $90 per hour for para-professionals. Among the principal
professionals who will lead the representation of the Debtors in the Chapter 11 Cases are the
following:
Jeffrey W. Kelley (Partner) $775 per hour
Ezra Cohen (Senior Counsel) $775 per hour
Hazen Dempster (Partner) $600 per hour
Carolyn Richter (Partner) $580 per hour
Jeffery W. Cavender (Partner) $580 per hour
Matthew R. Brooks (Associate) $300 per hour
Stephen R. Roach (Associate) $300 per hour
Brendan J. Thomas (Associate) $260 per hour
Benjamin R. Carlsen (Associate) $250 per hour

7. The hourly rates set forth above are Troutmans standard hourly rates for work of
this nature. These rates are set at a level designed to compensate Troutman fairly for the work its
attorneys and paralegals and to cover fixed and routine overhead expenses. The hourly rates set
forth above are subject to periodic adjustments to reflect economic and other conditions. Other
attorneys and paralegals within Troutman may from time to time serve the Debtors in connection
with the matters described herein. Troutman will maintain detailed, contemporaneous time
records, and will apply to this Court for payment of compensation and reimbursement of
expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, (i.e., time entries at increments of 1/10
th
of an hour), the Local Rules, and any additional
procedures that may be established by this Court in these Chapter 11 Cases. In addition,
Troutman has agreed to accept as compensation and reimbursement of expenses such sums as

5

RLF1 6200437v. 1
may be ultimately allowed by this Court. Troutman understands that interim and final fee
awards are subject to approval by this Court.
8. It is Troutmans policy to charge its clients in all areas of practice for expenses
incurred in connection with the clients case. The expenses charged to a clients case include,
among other things, airline tickets, hotels, restaurants and caterers, outside courier services,
outside copying services, court reporters, and computer legal research providers, such as
Lexis/Nexis and Westlaw. Costs billed to the firm by parties who supply goods or services
related to our work on behalf of the Debtors will be billed to the Debtors at the actual out-of-
pocket cost that Troutman pays to the third party on its behalf. The Debtors will not be billed for
any internal firm costs incurred on their behalf, such as telephone (including long distance
charges), telecopy charges, word processing, secretarial overtime, firm couriers, postage
(including FedEx, UPS or similar overnight delivery services), printing and photocopying
performed in-house.
9. Neither I, Troutman, nor any partner or associate of Troutman, insofar as I have
been able to ascertain, has in the past represented the Debtors largest creditors, any significant
shareholders of the Debtors (holding 5% or more of the beneficial interests in the Debtors) or any
Potential Party in Interest (as defined below), except as hereinafter set forth. In preparing this
affidavit, we used a set of procedures established by Troutman to insure compliance with the
requirements of the Bankruptcy Code and the Bankruptcy Rules regarding retention of
professionals by a debtor or official committee under the Bankruptcy Code. In that regard,
Troutman requested and obtained from the Debtors a list of the names of entities who may be
parties in interest in the Chapter 11 Cases, including but not limited to, the agents and lenders
under the Debtors senior secured first priority credit facilities, the agents and lenders under the

6

RLF1 6200437v. 1
Debtors senior second priority credit facility, the Debtors largest unsecured creditors, major
customers of the Debtors, the unions representing the Debtors employees subject to collective
bargaining, the pension funds for which the Debtors employees are participants or beneficiaries,
the Debtors liability and property insurers, the Debtors depository and letter of credit banks, the
landlords for the Debtors terminal locations, the Debtors utility providers, present officers and
directors of the Debtors, parties holding significant equity interests in the Debtors, and
professionals representing the Debtors and other parties in interest in the Chapter 11 Cases (the
Potential Parties in Interest).
10. Troutman maintains and systematically updates its conflict check system in the
regular course of its business and it is the regular practice of Troutman to make and maintain
these records. The conflict system maintained by Troutman is designed to include (i) every
active matter on which Troutman is engaged, (ii) every closed matter on which Troutman has
been engaged, (iii) the entity by which it is now or has been engaged, (iv) the identity of related
parties, (v) the identity of adverse parties and (vi) the attorney at Troutman that is knowledgeable
about the matter. It is the policy of Troutman that no new matter may be accepted or opened
within the firm without completing and submitting to those charged with maintaining the conflict
check system the information necessary to check each such matter for conflicts, including the
identity of the prospective client, the matter, and the related and adverse parties. Accordingly,
the database is updated for every new matter undertaken by Troutman. The scope of the system
is a function of the completeness and accuracy of the information submitted by the attorney
opening a new matter.
11. Troutman, a national firm with over six hundred (600) attorneys, has in the past
represented, currently represents, and/or may in the future represent, in matters wholly unrelated

7

RLF1 6200437v. 1
to the Debtors Chapter 11 Cases, certain Potential Parties in Interest (including, without
limitation, those entities set forth on Exhibit 1 attached hereto who are current clients or are
related-parties thereof, and those entities or related-parties thereof set forth on Exhibit 2 attached
hereto who are not current clients of the firm but have been represented by Troutman within the
last five (5) years. Troutman will not represent any Potential Party in Interest in any facet of the
Debtors Chapter 11 Cases, and to the extent any issues arise in the Chapter 11 Cases to which a
conflict arises with any of the existing clients of the firm, Troutman will ask its proposed co-
counsel in the case to handle any such matter. Despite the efforts described above to identify and
disclose connections with parties in interest in these Chapter 11 Cases, because the Debtors
constitute a large enterprise with thousands of creditors and other relationships, and because
Troutman is an international firm with more than six hundred (600) attorneys in fifteen (15)
offices, Troutman is unable to state with absolute certainty that every client representation or
other connection of Troutman has been identified and disclosed. In this regard, if Troutman
discovers additional information that requires disclosure, Troutman will timely file supplemental
disclosures with this Court.
12. I do not believe there is any connection or interest (as such terms are used in
101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between Troutman and (i) the
United States Trustee or any person employed by the Office of the United States Trustee or (ii)
any counsel, accountants, financial consultants and investment bankers who represent or may
represent claimants or other parties in interest in the Debtors Chapter 11 Cases, except as
otherwise described herein. In addition, as part of its practice, Troutman appears in cases,
proceedings and transactions involving many different attorneys, counsel, accountants, financial
consultants, and investment bankers, some of which now or may in the future represent claimants

8

RLF1 6200437v. 1
and parties in interest in these Chapter 11 Cases. Troutman has not represented and will not
represent any such entities in relation to the Debtors and their Chapter 11 Cases, nor does
Troutman have any relationship with any such entities that would be adverse to the Debtors or
their estates in the matters upon which Troutman is to be employed in these cases.
13. Except as set forth herein, and based upon the information available to me, neither
I, Troutman, nor any partner or associate thereof, insofar as I have been able to ascertain, holds
or represents any interest adverse to the Debtors or their estates in the matters upon which
Troutman is to be employed in these cases. Based upon the information available to me, I
believe that Troutman is a disinterested person as that term is defined in 101(14) of the
Bankruptcy Code, as modified by 1107(b) of the Bankruptcy Code.
14. No promises have been received by Troutman, or by any partner or associate
thereof, as to compensation in connection with these cases other than in accordance with the
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Troutman has
no agreement with any other entity to share with such entity any compensation received by
Troutman.
15. To the best of my knowledge, no partner or associate of Troutman is a relative of,
or has been so connected with, any judge of the bankruptcy court for this district. Accordingly, I
understand that the appointment of Troutman is not prohibited by Bankruptcy Rule 5002.
16. The Debtors made payments (the Payments) to Troutman from their operating
cash in the aggregate amount of $966,505.43 for legal services rendered and expenses incurred
by Troutman from January 1, 2012 to the Commencement Date. The Payments were applied
$945,544.69 to fees and $20,960.74 to expenses. Attached hereto as Exhibit 3 is summary of
these Payments and the invoices to which they were applied. As shown on Exhibit 3, Payments
totaling $566,505.43 were paid in the ordinary course for servtces rendered from January
through April 2012. Retainers totaling $400,000 were made May 17, June 1, and June 8, 2012
primarily for services in connection with the involuntary and voluntary bankruptcy cases brought
against and by the Debtors.
17. Fees and expenses totaling about $124,255.04 remain unpaid. They fall into three
categories. One category is comprised of fees and expenses totaling $15,819.26 to the Axis
Group, Inc, which is one of the Debtors. This amount was billed from October 2011 through
April 2012. The second category is comprised of fees and expenses totaling $46,607.47 and
incurred from May 1 through May 16, 2012 in a variety of matters. These fees and expenses
were not billed before the Commencement Date. The third category is comprised of fees totaling
$61,828.31, which represents fees in excess of the retainers of $400,000 primarily for
bankruptcy-related services from May 17, 2011 to the Commencement Date.
18. Troutman will not file a claim against the Debtors' estates to collect the unpaid
amounts for services rendered and expenses incurred as of the Commencement Date. For
accounting purposes, Troutman is writing off these amounts as uncollectible.
FURTHER AFFIANT SA YETH NOT.
Subscribed and sworn to before me
of June 2012
Notary Public
9
RLFl 6200437v. 1

2400513v4
RLF1 6200437v. 1
Exhibit 1
1
- Current Clients
2


Agents and Lenders under Senior Secured Second Priority Credit Facility

Bank of New York Mellon

Major Customers (Automotive Group Canada )

Hyundai Canada (Troutman currently represents various Hyundai affiliated entities but not
Hyundai Canada)
Kia Canada (Troutman currently represents affiliate KIA Motors America)

(Major Customers - Axis Group)

Ally Financial
Enterprise
Avis (Troutman currently represents affiliate Wyndham Worldwide)

Forty Largest Unsecured Creditors (Consolidated)

CSX Transportation (Inactive client file; attorney no longer with firm)
Tokio Marine & Nichido Fire Insurance (Troutman currently represents affiliate Tokio Marine
Technologies LLC)
Toyota Motors Sales, Inc. (Troutman currently represents Toyota Motor Credit Corp.)
Grant Thornton LLP
Hyundai Auto Canada (Troutman represents various Hyundai affiliated entities but not Hyundai
Auto Canada)

Liability and Property Insurers (U.S.)
Axis Insurance Co. (Troutman currently represents affiliate Axis Financial Ins. Solutions)
Federal Insurance Company (Chubb)
Hartford Fire Insurance Co.
XL Specialty Insurance Co. (Troutman currently represents affiliates XL Insurance Co. Ltd.
(Singapore) and XL Insurance (Bermuda) Ltd.)

Depositary Banks
JPMorgan Chase Bank
Bank of America
Bank of Nova Scotia (Troutman currently represents affiliate Dundee Securities, Inc.)

1
Parties that are both current clients and former clients of Troutman are listed only on Exhibit 1Current
Clients.
2
Due to the similarity of names of certain entities, Troutman was not able to determine if all entities listed
herein are actually affiliates of current clients. However, out of an abundance of caution, Troutman has
listed those entities which it reasonably believes may be affiliates of current clients.

2

RLF1 6200437v. 1
Letter of Credit Banks (Secured)
Wells Fargo Bank

Terminal landlords
Norfolk Southern Railway Company (Inactive client file; attorney no longer with firm)
CSX Transportation, Inc. (Inactive client file; attorney no longer with firm)

Litigation

General Motors Corp.

Allied Accountants and Financial Advisors

Grant Thornton (auditing and accounting)

Utilities
Georgia Power
SCANA Energy
Xcel Energy Northern States Power Comp. (Troutman currently represents affiliate Xcel
Energy Services, Inc.)
Northern Indiana Pub. Serv. Co.
Nova Scotia Power
Entergy New Orleans (Troutman currently represents Entergy Corporation)
Florida Power and Light
Kentucky Utilities (Troutman currently represents affiliates PPL Corporation, LG&E and KU
Energy)
Tampa Electric Co.
NSTAR
Duke Energy
Progress Energy (Troutman currently represents affiliates Carolina Power & Light, Florida
Power & Light and Progress Energy Service Co.)
Dominion Virginia Power (Troutman current represents affiliates Dominion Resources Services,
Inc.)
AT&T
Verizon
South Carolina Electric & Gas
New York State Electric & Gas (Troutman currently represents affiliate Iberdrola)
Manitoba Hydro (Troutman currently represents the Canadian Electricity Association of which
Manitoba Hydro is a member/participant)

2400513v4
RLF1 6200437v. 1
Exhibit 2 - Former Clients
1

Agents and Lenders under Senior Secured First Priority Credit Facilities
CIT Group
Black Diamond CLO 2005-1 Ltd. (Troutman previously represented asset manager Black
Diamond Capital Management)
Newstart Factors, Inc. (Troutman previously represented asset manager Bennett Management)
Troutman previously represented MJX Asset Management, the asset manager for the following
funds which are parties to above-referenced facility: Venture II CDO 2002, Limited; Venture III
CDO, Limited; Venture IV CDO Limited;Venture V CDO, Limited;Venture VI CDO, Limited;
Venture VII CDO Limited; Venture VIII CDO Limited
Major Customers (Automotive Group U.S)
Ford Motor Corporation
United Parcel Service
Major Customers (Automotive Group Canada )
Nissan Canada (Troutman previously represented Nissan affiliated entities)
Mazda Canada (Troutman previously represented Mazda American Credit)
(Major Customers - Axis Group)
Chrysler LLC and affiliated entities
Hertz
Avis











1
Due to the similarity of names of certain entities, Troutman was not able to determine if all entities listed
herein are actually affiliates of former clients. However, out of an abundance of caution, Troutman has listed those
entities which it reasonably believes may be affiliates of former clients.

2

RLF1 6200437v. 1
Forty Largest Unsecured Creditors (Consolidated)
IBM Corporation
Ford Motor Corp.
Royal & Sunalliance Insurance Canada
National Union Fire Insurance
Manufacturers Life Insurance Co. Waterloo
PricewaterhouseCoopers, LLC
ADP, Inc.
Comdata Network, Inc.
Chrysler LLC and affiliated entities
Liability and Property Insurers (U.S.)
Continental Casualty (CAN)
Illinois Union Insurance Co (ACE)
Lexington Insurance Company
National Union Fire Insurance Company
Liability and Property Insurers (Canada)
AIG Environmental Insurance Company of Canada (Troutman previously represented AIG
affiliates)
Royal and SunAlliance Insurance Company of Canada

Depositary Banks
Fidelity National Bank
Letter of Credit Banks (Secured)
Fidelity National Bank
Terminal landlords
Norfolk Southern Railway Company
Allied Accountants and Financial Advisors
PriceWaterhouse Coopers (tax services)
(Attorneys for Parties in Interest)
Latham & Watkins (Yucaipa)




3

RLF1 6200437v. 1
Utilities
Kansas City Power & Light
Atmos Energy
Columbia Gas (OH) (Troutman previously represented Columbia Gas Transmission and
Columbia Gas Virginia)
Avaya, Inc.

2400513v4
RLF1 6200437v. 1
Exhibit 3

MONTHLY BREAKDOWN OF FEES AND EXPENSES PAID FROM FEBRUARY 1, 2012 THROUGH JUNE 9,
2012
ALLIED SYSTEMS HOLDINGS, INC. (002872)

2011
Invoice
No.
Invoice
Date Fees Expenses Total Invoice
Payments
Received
Payment
Dates
February
1409419 2/21/2012
$163,034.00 $5,801.81 $168,835.81 $168,835.81 2/29/2012
March
1414943 3/20/2012
$99,841.00 $5,349.92 $105,190.92 $105,190.92 3/30/2012
April
1419753 4/17/2012
$123,828.00 $5,590.55 $129,418.55 $129,418.55 4/30/2012
May
1426184 5/17/2012
$160,683.50 $2,376.65 $163,060.15 $163,060.15 5/31/2012
June
1432829 6/22/2012
$459,986.50
1
$1,841.81 $461,828.31 $400,000.00
5/17, 6/1, and
6/8/12
2


Total $1,007,373.00
3
$20,960.74 $966,505.43 $966,505.43











1
The invoice includes $61,828.31 in fees in excess of the prepetition retainers paid by the Debtors, which amount has
been written off for accounting purposes.
2
Troutman received from the Debtors retainers primarily for bankruptcy services, as follows: $200,000 on May 17,
2012, $100,000 on June 1, 2012 and $100,000 on June 8, 2012.
3
Not included in this amount are unpaid fees and expenses in the amount of $15,819.26 related to Axis Group, Inc,
which is one of the Debtors. This amount was billed from October 2011 through April 2012. Also not included in this
amount are unpaid fees and expenses totaling $46,607.47 and incurred from May 1 through May 16, 2012 in a variety of
matters. Both amounts have been written off for accounting purposes.