In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al.,l Case No. 12-11564 (CSS)
Debtors.
(Joint Administration Pending)
Re: Docket Nos. 77, 78 & 79
Hearing Date/Time: As soon as the Court's calendar
permits on June II, 2012
2
EMERGENCY MOTION OF THE DEBTORS FOR BRIDGE ORDER
(I) AUTHORIZING THE USE OF CASH COLLATERAL, (II) APPROVING
THE CONTINUED USE OF THE DEBTORS' CASH MANAGEMENT SYSTEM,
(III) AUTHORIZING DEBTORS TO PAY PREPETITION EMPLOYEE WAGES
AND EXPENSES, AND (IV) GRANTING RELATED RELIEF
Allied Systems Holdings, Inc. ("Allied Holdings") and its U.S. and Canadian
subsidiaries (collectively, the "Debtors") respectfully submit this emergency motion (the
"Motion") for the entry of an emergency bridge order (the "Bridge Order"), a form of which is
attached hereto as Exhibit A, pursuant to sections 105, 361, 362, 363, 507, 541 and 552 of title
II of the United States Code (the "Bankruptcy Code"), Rule 2002, 4001(b)(2), 6003, 6004 and
9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 4001-2
of the Local Rules for the United States Bankruptcy Court for the District of Delaware
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
At the hearing on this Motion, the Debtors also intend to request entry of orders for relief in the
involuntary cases of Allied Systems Holdings, Inc., Case No. 12-11564 (CSS), and Allied Systems, Ltd. (L.P.), Case
No. 12-11565 (CSS), and an order jointly administering all of the Debtors' chapter II cases in order to promote
procedural efficiency.
RLF I 6085862v.2
(the "Local Rules"), granting certain limited bridge relief in connection with the following
motions filed by the Debtors contemporaneously herewith, for the period from the Voluntary
Petition Date through and including the First Day Hearing (as such terms are defined below): (a)
the Motion Pursuant to 11 US.C. 105, 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; (IV) ModifYing Automatic Stay; and (V) Scheduling a Final Hearing Pursuant to
Bankruptcy Rules 4001 (b) and (c) [Docket No. 79] (the "Cash Collateral Motion"); (b) the
Motion of Debtors for Interim and Final Orders Authorizing Payment of Pre-Petition Wages,
Payroll Taxes, Certain Employee and Related Expenses, and Other Compensation to
Employees and Independent Contractors [Docket No. 78] (the "Employee Obligations
Motion"); and (c) the Motion for Authority to (A) Maintain Existing Cash Management System
and Bank Accounts, (B) Continue Use of Existing Checks and Business Forms, (C) Obtain
Limited Waiver of 345(b) and (D) Continue to Make Intercompany Advances with 364(c)(l)
Administrative Priority [Docket No. 77] (the "Cash Management Motion," and, together with
the Cash Collateral Motion and the Employee Obligations Motion, the "Critical Motions").
3
In
support of the Motion, the Debtors rely on the Declaration of Scott D. Macaulay in Support of
Chapter 11 Petitions and First Day Motions [Docket No. 80] (the "First Day Declaration"),
filed contemporaneously herewith. Further, in the interest of judicial efficiency, the Debtors
3
Capitalized terms not otherwise defmed herein shall have the meanings ascribed to them in the Critical
Motions.
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RLFI 6085862v.2
hereby fully incorporate by reference the facts and arguments asserted in the each of the Critical
Motions, as applicable, and respectfully represent as follows:
Background
1. On May 17, 2012 (the "Involuntary Petition Date"), involuntary petitions were
filed against Allied Holdings and its subsidiary Allied Systems, Ltd. (L.P.) ("Allied Systems")
under chapter II 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.
Relief Reg nested
2. On Friday, June 8, 2012, the Debtors issued wage checks to their employees.
Because many have the Debtors' employees 'had not yet cashed their wage checks as of the
Voluntary Petition Date, a significant number of wage checks are in float, and the Debtors are
concerned that if their employees attempt to cash such wage checks prior to the First Day
Hearing, they will not be honored. In addition to the wage checks, three are also checks in float
on account of Driver Drafts (Driver Drafts, together with the employee wage checks are
collectively referred to herein as the "Employee Checks") for payment advances, tolls, fines and
reimbursement of driver expenses. If the Employee Checks are not honored when the Debtors'
employees present them for payment, it could cause irreparable damage to employee morale and
even lead to employee attrition to the detriment of the Debtors' estates and their stakeholders.
3. The Debtors request interim relief under the Cash Collateral Motion and the Cash
...i
Management Motion as ancillary to the Employee Obligations Motion, because the Debtors
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RLFl 6085862v.2
require authorization to use cash collateral and to maintain their existing deposit accounts and
checks in order to honor the Employee Checks and to allow their banks to cover same.
4. Accordingly, the Debtors hereby seek the entry of the Bridge Order granting the
Critical Motions for the limited purpose of ensuring the Employee Checks are honored pending
the First Day Hearing in an amount not to exceed $600,000.00 as soon as possible on June 11,
2012 so that, among other things, the Debtors can continue to operate their businesses as a going
concern, the Debtors' outstanding employee payroll and reimbursement checks will not be
dishonored and the Debtors' Cash Management System will continue to function until a full
hearing on the Critical Motions to be scheduled at the convenience of the Court on or about June
12, 2012 (the "First Day Hearing"). As stated above, entry of the Bridge Order is necessary to
prevent immediate and irreparable harm to the Debtors' estates.
5. Although notice of this Motion and the requested entry of the Bridge Order does
not technically comply with Local Rule 9013-l(m)(iii), the Debtors provided copies of this
Motion and the proposed Bridge Order to the Office of the United States Trustee for the District
of Delaware (the "U.S. Trustee"), counsel for the agent for the Debtors' proposed debtor-in-
possession lenders (the "DIP Agent"), 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., as resigning agent under the Debtors' first lien credit agreement
(each a "First Lien Lender"), and counsel for The Bank ofNew York Mellon, in its capacity as
administrative agent and collateral agent under the Debtors' second lien credit agreement (the
"Second Lien Agent") prior to the Voluntary Petition Date.
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RLFI 6085862v.2
Satisfaction of Bankruptcy Rule 6003 and Request for Waiver of
Stay Under Bankruptcy Rule 6004
6. The Debtors further seek a waiver of any stay of the effectiveness of the order
approving this Motion. As set forth above and in each of the Critical Motions, the relief
requested herein is essential to prevent potentially irreparable damage to the Debtors' operations
and value of their assets in satisfaction of Bankruptcy Rule 6003. Accordingly, the Debtors
submit that ample cause exists to justify a waiver of the fourteen day stay imposed by
Bankruptcy Rule 6004, to the extent it applies.
Notice
7. As described above, notice of this Motion has been given to (i) the U.S. Trustee;
(ii) counsel for the DIP Agent; (iii) counsel for the First Lien Lenders identified in paragraph 5
above; (iv) counsel for the Second Lien Agent; and (v) all other persons requesting notices.
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RLFl 6085862v.2
WHEREFORE, the Debtors respectfully request that the Court enter the Bridge Order,
substantially in the form attached hereto as Exhibit A: (i) granting the relief sought herein; and
(ii) granting to the Debtors such other and further relief as the Court may deem proper.
Dated: June 11, 2012
Wilmington, Delaware
RLFI 6085862v. 2
Mark D. C ins (No. 2 1)
Christoph r 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
Email : collins@rlf.com
-and-
samis@rlf.com
terranova@rlf.com
Jeffrey 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
Email: jeffrey .kelley@troutmansanders.com
ezra.cohen@troutmansanders. com
Counsel for the Debtors
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EXHIBIT A
RLFI 6085862v.2
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et at. ,I Case No. 12-11654 (CSS)
Debtors.
(Joint Administration Pending)
Re: Docket Nos. 77, 78, 79 & _
EMERGENCY BRIDGE ORDER (I) AUTHORIZING THE USE OF CASH
COLLATERAL, (II) APPROVING THE CONTINUED USE OF THE DEBTORS' CASH
MANAGEMENT SYSTEM, (III) AUTHORIZING DEBTORS TO PAY PREPETITION
EMPLOYEE WAGES AND EXPENSES, AND (IV) GRANTING RELATED RELIEF
The Court having considered the Emergency Motion of the Debtors for Bridge Order
(I)( A) Authorizing the Use of Operating Revenues and (B) Granting Adequate Protection, (II)
Approving the Continued Use of the Debtors' Cash Management System, (III) Authorizing
Debtors to Pay Prepetition Employee Wages, Benefits, Business Expenses and Related Items,
and (IV) Granting Related Relief (the "Motion");
2
the Court having reviewed the Motion; the
Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C.
157 and 1334, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and (iii) notice
of the Motion was sufficient under the circumstances; and the Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the relief granted herein;
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); Cardin 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 defmed herein shall have the meanings ascribed to them in the Motion.
RLFI 6085862v.2
IT IS HEREBY ORDERED THAT:
1. The Motion is GRANTED as set forth herein.
2. The relief requested in the Critical Motions is granted solely for the purpose of
ensuring that the Employee Checks are honored in an amount not to exceed $600,000.00 pending
the First Day Hearing.
3. The banks at which the Debtors' bank accounts are maintained are authorized to
continue to receive, process and honor and pay any and all Employee Checks drawn on the bank
accounts after the Voluntary Petition Date pending the First Day Hearing as set forth herein.
4. The relief granted in this Order is based solely upon the representations of the
Debtors with respect to the emergency nature of the request and the irreparable harm that would
occur if the relief requested were not granted. In granting the relief requested in the Motion as
set forth herein, the Court is making no findings of fact, other than to accept the Debtors'
representations. The entry of this Order shall be without prejudice to the rights of all parties in
interest with respect to any other factual assertions or other or further motion presented to this
Court, including (without limitation) any Critical Motion.
5. This Court retains jurisdiction to interpret and enforce this Order.
Dated: June __ , 2012
Wilmington, Delaware
RLFI 6085862v.2
THE HONORABLE CHRISTOPHER S. SONTCHI
illhTED STATES BANKRUPTCY JUDGE
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