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. 159

CERTIFICATION OF COUNSEL REGARDING ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONALS AND OFFICIAL COMMITTEE MEMBERS The undersigned certifies as follows: On June 25, 2012, the above-captioned debtors and debtors in possession (the Debtors) filed the Debtors Motion for Entry of an Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 159] (the Motion) with the United States Bankruptcy Court for the District of Delaware (the Court). Pursuant to the notice contemporaneously filed and served with the Motion, objections to the Motion were to be filed and served no later than July 6, 2012 at 4:00 p.m. (EDT) (the Objection Deadline). The Objection Deadline was extend to 4:00 p.m. (EDT) on July 9, 2012 for the individual members of the Official Committee of Unsecured Creditors who have all now indicated that they have no objection to the entry of an order approving the Motion. Further, the

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 Driveway 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.

RLF1 6235982v. 1

undersigned certifies that she has reviewed the Courts docket in the above-captioned chapter 11 cases and that no objection or other responsive pleading to the Motion appears thereon. Prior to the Objection Deadline, however, the Debtors did receive informal comments to the Motion (the Comments) from the Office of the United States Trustee (the U.S. Trustee). The Debtors have reached consensus with the U.S. Trustee on a revised form of order (the Revised Order), attached hereto as Exhibit A, granting the relief requested in the Motion which incorporates the Comments. The Revised Order has been circulated to and approved by the U.S. Trustee. For the convenience of the Court and all parties in interest, a comparison version of the Revised Order against the proposed order originally filed with the Motion is attached hereto as Exhibit B.

-2RLF1 6235982v. 1

WHEREFORE, the Debtors respectfully request that the Revised Order, substantially in the form attached hereto as Exhibit A, be entered at the earliest convenience of the Court. Dated: July 10, 2012 Wilmington, Delaware Respectfully submitted, /s/ Marisa A. Terranova Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) 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 Proposed Counsel for Debtors

-3RLF1 6235982v. 1

EXHIBIT A

RLF1 6235982v. 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)
Re: Docket No. 159 & ____

ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONALS AND OFFICIAL COMMITTEE MEMBERS Upon the motion (the Motion)2 of the above-captioned debtors and debtors in possession (collectively, the Debtors) for entry of an order (this Order) establishing procedures for interim compensation and expense reimbursement for (i) professionals (each, a Professional and collectively, the Professionals) whose retentions are approved by this Court pursuant to sections 327 or 1103 of title of 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code) and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code on terms that satisfy the requirements of Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District 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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
2

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

RLF1 6217738v. 2

Delaware (the Local Rules), and (ii) members of any official statutory committee appointed in the Chapter 11 Cases (each, a Committee); and the Court having reviewed the Motion; and it appearing that the relief requested is in the best interests of the Debtors and their estates and creditors and all other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED as set forth herein. All Professionals may seek monthly compensation in accordance with the

following procedures (the Compensation Procedures): a. On or after the 25th day of each month following the month for which compensation is sought, each Professional seeking compensation or expense reimbursement, may (i) file a monthly fee application (the Monthly Fee Application) with the Court and (ii) serve the Monthly Fee Application, by hand or overnight delivery, on: (1) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (2) co-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia, 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (3) the Office of the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (4) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan) (each, a Notice Party and collectively, the Notice Parties). Any Professional that fails to file a Monthly Fee Application for a particular month or months may subsequently submit a consolidated -2RLF1 6217738v. 2

Monthly Fee Application that includes a request for compensation earned or expenses incurred during previous months. All Monthly Fee Applications will comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable Third Circuit law; b. Each Notice Party will have twenty (20) days after filing and service of a Monthly Fee Application to object to such application (the Objection Deadline). Upon the expiration of the Objection Deadline, each Professional may file a certification of no objection or a certification of partial no objection with the Court, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Payment) equal to the lesser of (i) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the Monthly Fee Application (the Maximum Payment), and (ii) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses not subject to an objection pursuant to paragraph 2.c. hereof; If any Notice Party objects to a Professionals Monthly Fee Application, it must file with the Court and serve on the affected Professional and each of the Notice Parties a written objection (the Objection), which must be filed with the Court and received by the affected Professional and the Notice Parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection within twenty (20) days after service of the Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Payment and the Actual Payment made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties; Each Professional may submit its first Monthly Fee Application on or after July 25, 2012, and such Monthly Fee Application shall be for the period from June 10, 2012 through and including June 30, 2012; Beginning with the period ending August 31, 2012, and at three-month intervals thereafter or such other intervals convenient to the Court (the Interim Fee Period), each Professional may file with the Court and serve on the Notice Parties a request, pursuant to section 331 of the Bankruptcy Code, for interim Court approval and allowance of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period (an Interim Fee Application). The Interim Fee Application, which shall be substantially in the form attached hereto as Exhibit 1 and incorporated by reference herein, must include a brief description identifying (i) the Monthly Fee -3RLF1 6217738v. 2

c.

d.

e.

Applications that are the subject of the request, (ii) the amount of fees and expenses requested, (iii) the amount of fees and expenses paid to date or subject to an Objection, (iv) the deadline for other parties and the Notice Parties to file objections (the Additional Objections) to the Interim Fee Application, and (v) any other information requested by the Court or required by the Local Rules. Objections, if any, to the Interim Fee Application shall be filed and served upon the affected Professional and the Notice Parties so as to be received on or before the 20th day following service of the applicable Interim Fee Application; f. Each Professional shall file and serve its Interim Fee Application within forty-five (45) days of the conclusion of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application shall cover the period from the June 10, 2012 through and including August 31, 2012, and may be filed on or before October 15, 2012; The Debtors shall request a hearing on the pending Interim Fee Applications at least every six (6) months. The Debtors, however, may request that a hearing be held every three (3) months or at such other intervals as the Court deems appropriate; The pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from the future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. In addition, any Professional that fails to file a Monthly Fee Application or an Interim Fee Application when due or permitted will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as a Monthly Fee Application or Interim Fee Application is submitted by such Professional. There will be no other penalties for failing to file a Monthly Fee Application or an Interim Fee Application in a timely manner; and Neither (a) the payment of or the failure to pay in whole or in part, a Monthly Fee Application nor (b) the filing of or failure to file an Objection will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the Professionals are subject to disgorgement until final allowance by the Court. Each member of any Committee is permitted to submit statements of expenses

g.

h.

i.

3.

and supporting vouchers (excluding third-party counsel or advisor expenses of individual Committee members) to the respective Committees counsel, which counsel will collect and

-4RLF1 6217738v. 2

submit the Committee members requests for reimbursement in accordance with the Compensation Procedures. Approval of the Compensation Procedures, however, does not

authorize payment of such expenses to the extent that such authorization does not exist under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable Third Circuit law. 4. The Professionals shall only be required to serve the Monthly Fee Applications, The

Interim Fee Applications and any final fee applications upon the Notice Parties.

Professionals shall not be required to serve Monthly Fee Applications, Interim Fee Applications or final fee applications upon parties that have filed a request for notice pursuant to Bankruptcy Rule 2002 in the Chapter 11 Cases; however, such parties must be served with notice of hearings on Interim Fee Applications and final fee applications. 5. Notwithstanding the possible applicability of Rules 6004(h), 7062 or 9014 of the

Bankruptcy Rules, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. Dated: July ____, 2012 Wilmington, Delaware __________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

-5RLF1 6217738v. 2

EXHIBIT 1

RLF1 6217738v. 2

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)

NOTICE OF INTERIM FEE APPLICATION REQUEST This is a(n): Name of Applicant: _____ interim _____ final application. ____________________________________

Authorized to Provide Professional Services to: ____________________________________ Date of Retention: Period for which Compensation and Reimbursement Is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: ____________________________________ ____________________________________ $___________________________________ $___________________________________

Summary of Monthly Fee Applications for Interim Period: Date Filed Period Covered Requested Fees Expenses Fees Approved Expenses

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.

RLF1 6217738v. 2

Summary of Any Objections to Monthly Fee Applications: Date of Fee Application Date of Objection Total Fees Subject to Objection Total Expenses Subject to Objection

PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No.__] (the Interim Compensation Order), objections, if any, to the Interim Fee Application Request must be filed with the Court and served on the Applicant at the address set forth below and the Notice Parties (as such term is defined in the Interim Compensation Order) so as to be actually received by 4:00 p.m. prevailing Eastern Time on [month] [day], 2012. If no objections are timely-filed to the Interim Fee Application Request, the Court may enter an order granting the Interim Fee Application Request without a hearing. Date: [Name of Applicant] [Address of Applicant]

-2RLF1 6217738v. 2

EXHIBIT B

RLF1 6235982v. 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)
Re: Docket No. 159 & ____

ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR PROFESSIONALS AND OFFICIAL COMMITTEE MEMBERS Upon the motion (the Motion)2 of the above-captioned debtors and debtors in possession (collectively, the Debtors) for entry of an order (this Order) establishing procedures for interim compensation and expense reimbursement for (i) professionals (each, a Professional and collectively, the Professionals) whose retentions are approved by this Court pursuant to sections 327 or 1103 of title of 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code) and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code on terms that satisfy the requirements of Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District 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 (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 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.

RLF1 6217738v. 26207021v.1

Delaware (the Local Rules), and (ii) members of any official statutory committee appointed in the Chapter 11 Cases (each, a Committee); and the Court having reviewed the Motion; and it appearing that the relief requested is in the best interests of the Debtors and their estates and creditors and all other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED as set forth herein. All Professionals may seek monthly compensation in accordance with the

following procedures (the Compensation Procedures): a. On or after the 15th 25th day of each month following the month for which compensation is sought, each Professional seeking compensation or expense reimbursement, may (i) file a monthly fee application (the Monthly Fee Application) with the Court and (ii) serve the Monthly Fee Application, by hand or overnight delivery, on: (1) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (2) co-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia, 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (3) the Office of the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (4) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan) (each, a Notice Party and collectively, the Notice Parties). Any Professional that fails to file a Monthly Fee Application for a particular month or months may subsequently submit a consolidated -2RLF1 6217738v. 26207021v.1

Monthly Fee Application that includes a request for compensation earned or expenses incurred during previous months. All Monthly Fee Applications will comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable Third Circuit law; b. Each Notice Party will have twenty (20) days after filing and service of a Monthly Fee Application to object to such application (the Objection Deadline). Upon the expiration of the Objection Deadline, each Professional may file a certification of no objection or a certification of partial no objection with the Court, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Payment) equal to the lesser of (i) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the Monthly Fee Application (the Maximum Payment), and (ii) eighty percent (80%) of the fees and one hundred percent (100%) of the expenses not subject to an objection pursuant to paragraph 2.c. hereof; If any Notice Party objects to a Professionals Monthly Fee Application, it must file with the Court and serve on the affected Professional and each of the Notice Parties a written objection (the Objection), which must be filed with the Court and received by the affected Professional and the Notice Parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection within twenty (20) days after service of the Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Payment and the Actual Payment made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties; Each Professional may submit its first Monthly Fee Application on or after July 1525, 2012, and such Monthly Fee Application shall be for the period from June 10, 2012 through and including June 30, 2012; Beginning with the period ending August 31, 2012, and at three-month intervals thereafter or such other intervals convenient to the Court (the Interim Fee Period), each Professional may file with the Court and serve on the Notice Parties a request, pursuant to section 331 of the Bankruptcy Code, for interim Court approval and allowance of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period (an Interim Fee Application). The Interim Fee Application, which shall be substantially in the form attached hereto as Exhibit 1 and incorporated by reference herein, must include a brief description identifying (i) the Monthly Fee -3RLF1 6217738v. 26207021v.1

c.

d.

e.

Applications that are the subject of the request, (ii) the amount of fees and expenses requested, (iii) the amount of fees and expenses paid to date or subject to an Objection, (iv) the deadline for other parties and the Notice Parties to file objections (the Additional Objections) to the Interim Fee Application, and (v) any other information requested by the Court or required by the Local Rules. Objections, if any, to the Interim Fee Application shall be filed and served upon the affected Professional and the Notice Parties so as to be received on or before the 20th day following service of the applicable Interim Fee Application; f. Each Professional shall file and serve its Interim Fee Application within forty-five (45) days of the conclusion of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application shall cover the period from the June 10, 2012 through and including August 31, 2012, and may be filed on or before October 15, 2012; The Debtors shall request a hearing on the pending Interim Fee Applications at least every six (6) months. The Debtors, however, may request that a hearing be held every three (3) months or at such other intervals as the Court deems appropriate; The pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from the future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. In addition, any Professional that fails to file a Monthly Fee Application or an Interim Fee Application when due or permitted will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as a Monthly Fee Application or Interim Fee Application is submitted by such Professional. There will be no other penalties for failing to file a Monthly Fee Application or an Interim Fee Application in a timely manner; and Neither (a) the payment of or the failure to pay in whole or in part, a Monthly Fee Application nor (b) the filing of or failure to file an Objection will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the Professionals are subject to disgorgement until final allowance by the Court. Each member of any Committee is permitted to submit statements of expenses

g.

h.

i.

3.

and supporting vouchers (excluding third-party counsel or advisor expenses of individual Committee members) to the respective Committees counsel, which counsel will collect and

-4RLF1 6217738v. 26207021v.1

submit the Committee members requests for reimbursement in accordance with the Compensation Procedures. Approval of the Compensation Procedures, however, does not

authorize payment of such expenses to the extent that such authorization does not exist under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable Third Circuit law. 4. The Professionals shall only be required to serve the Monthly Fee Applications, The

Interim Fee Applications and any final fee applications upon the Notice Parties.

Professionals shall not be required to serve Monthly Fee Applications, Interim Fee Applications or final fee applications upon parties that have filed a request for notice pursuant to Bankruptcy Rule 2002 in the Chapter 11 Cases; however, such parties must be served with notice of hearings on Interim Fee Applications and final fee applications. 5. Notwithstanding the possible applicability of Rules 6004(h), 7062 or 9014 of the

Bankruptcy Rules, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. Dated: July ____, 2012 Wilmington, Delaware __________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

-5RLF1 6217738v. 26207021v.1

EXHIBIT 1

RLF1 6217738v. 26207021v.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)

NOTICE OF INTERIM FEE APPLICATION REQUEST This is a(n): Name of Applicant: _____ interim _____ final application. ____________________________________

Authorized to Provide Professional Services to: ____________________________________ Date of Retention: Period for which Compensation and Reimbursement Is Sought: Amount of Compensation Sought as Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessary: ____________________________________ ____________________________________ $___________________________________ $___________________________________

Summary of Monthly Fee Applications for Interim Period: Date Filed Period Covered Requested Fees Expenses Fees Approved Expenses

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.

RLF1 6217738v. 26207021v.1

Summary of Any Objections to Monthly Fee Applications: Date of Fee Application Date of Objection Total Fees Subject to Objection Total Expenses Subject to Objection

PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No.__] (the Interim Compensation Order), objections, if any, to the Interim Fee Application Request must be filed with the Court and served on the Applicant at the address set forth below and the Notice Parties (as such term is defined in the Interim Compensation Order) so as to be actually received by 4:00 p.m. prevailing Eastern Time on [month] [day], 2012. If no objections are timely-filed to the Interim Fee Application Request, the Court may enter an order granting the Interim Fee Application Request without a hearing. Date: [Name of Applicant] [Address of Applicant]

-2RLF1 6217738v. 26207021v.1

Title Date & Time Comparison Time compareDocs version

Comparison Details pdfDocs compareDocs Comparison Results 7/9/2012 7:26:36 PM 1.25 seconds v3.4.4.72 Sources [#6207021] [v1] Allied - Order Approving Interim Compensation Procedures (as filed).doc [#6217738] [v2] Allied Systems - Interim Compensation Procedures Order (FINAL).doc Word Rendering Set Markup Options 5 5 6 0 16 Name Insertions Deletions Moves / Moves Inserted cells Deleted cells Merged cells Formatting Changed lines Comments color Balloons compareDocs Settings Used Category General Word Word Word Word Word Word Word Word Word Word Word Word Word Word Word [Formatting options] [Changed lines options] [Comments color options] [Use Balloons option only] Option Selected Always Track Changes False True True True True True True True False False End Separate Print False [Rendering Set Name]

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Open Comparison Report after Saving Report Type Character Level Include Headers / Footers Include Footnotes / Endnotes Include List Numbers Include Tables Include Field Codes Include Moves Show Track Changes Toolbar Show Reviewing Pane Update Automatic Links at Open Summary Report Include Change Detail Report Document View Remove Personal Information