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: July 12, 2012 at 11:00 a.m. (EDT) Objection Deadline: June 29, 2012 at 4:00 p.m. (EDT)

DEBTORS MOTION FOR ORDER EXTENDING TIME TO FILE LISTS OF CREDITORS, SCHEDULES AND STATEMENTS Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian subsidiaries (collectively, the Debtors) hereby file this motion (this Motion) for an order, pursuant to Rule 1007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Local Rule 1007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules), extending the Debtors time to file: (a) lists of creditors included on Schedules D, E, F, G, and H (the Lists); (b) schedules of assets and liabilities, including the schedules of executory contracts and unexpired leases (the Schedules); and (c) statements of financial affairs (the Statements, and together with the Lists and the Schedules, the Required Information) through and including July 25, 2012. In support of the relief requested in this Motion, the Debtors respectfully represent as follows:

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.

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JURISDICTION 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. Venue of these cases and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). The statutory predicates for the relief requested herein are Bankruptcy Rule 1007(c) and Local Rule 1007-1(b). BACKGROUND 2. On May 17, 2012, involuntary petitions (the Involuntary Petitions) were

filed against Allied Holdings and its subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in this Bankruptcy Court (the Court). On June 10, 2012, the remaining Debtors filed voluntary petitions (the Voluntary Petitions) in this Court and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed against them. On June 11, 2012, the Court entered its Order for Relief in Involuntary Cases [Docket No. 88] (the Order for Relief). 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 Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). As of the date of this Motion, no official committee of unsecured creditors has been appointed by the Office of the United States Trustee (the U.S. Trustee).

RELIEF REQUESTED 4. The Debtors seek the entry of an order extending the time within which they

must file the Required Information, for a total of 44 days from the Order for Relief, through and including July 25, 2012, without prejudice to the Debtors right to request additional extensions. 2
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BASIS FOR RELIEF REQUESTED 5. Bankruptcy Rule 1007(a)(2) provides that in an involuntary case, the debtor

shall file a list containing the name and address of each entity included or to be included on Schedules D, E, F, G, and H as prescribed by the Official Forms within seven (7) days after entry of the order for relief. Fed. R. Bankr. P. 1007(a)(2). 6. Furthermore, Bankruptcy Rule 1007(b) provides, in pertinent part, that a

debtor in a chapter 11 case, unless the court orders otherwise, shall file ... (A) schedules of assets and liabilities; (B) a schedule of current income and expenditures; (C) a schedule of executory contracts and unexpired leases; (D) a statement of financial affairs .... Fed. R. Bankr. P. 1007(b). Pursuant to Bankruptcy Rule 1007(c), in involuntary cases, the Schedules and Statements must be filed within fourteen (14) days of the order for relief. Fed. R. Bankr. P. 1007(c). 7. However, Bankruptcy Rule 1007(c) and Local Rule 1007-1(b) authorize the

Court to extend a debtors time to file the Lists, Schedules, and Statements for cause. The Debtors submit that they have cause for the requested extension, which is only two weeks longer than the automatic extension provided by the Local Rules for filing the Schedules and Statements,2 based on the facts and circumstances of these Chapter 11 Cases and for the reasons discussed below. 8. As this Court is aware, the Debtors have spent considerable time and

resources in responding to the Involuntary Petitions and resolving the appropriate venue for these Chapter 11 Cases. Once venue was determined, the Debtors have focused their efforts on preparing the Voluntary Petitions and motions for first day relief.
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While they have been working

While Local Rule 1007-1(b) refers to voluntary cases, the Debtors have complied with the other requirements of the Local Rule including filing the Consolidated Creditor Matrix [Docket No. 82] (the Creditor Matrix) contemporaneously with the Voluntary Petition. In addition, only two of the jointly administered cases are involuntary. Consequently, due to the Debtors substantial compliance with the requirements of Local Rule 1007-1(b) and in the interests of administrative efficiency, the Debtors believe that automatic thirty day extension provided in Local Rule 1007-1(b) should apply to all of the jointly administered Chapter 11 Cases. To the extent that it does not, the Debtors maintain their request to extend the deadlines under Bankruptcy Rule 1007(c).

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assiduously, the Debtors have not yet had sufficient time to collect and assemble all of the requisite financial data and other information necessary to prepare the Required Information by the deadlines set forth in the applicable Bankruptcy Rules and Local Rules. The Debtors are working diligently to compile, organize, and format the data necessary to complete the Required Information. To do so, the Debtors must gather information from various documents and locations and complete the closing of their books and records as of the Petition Dates or other dates, as appropriate, and then the Debtors (and their counsel and other advisors) must review these records before preparing and verifying the completed Lists, the Schedules, and the Statements. 9. The Debtors have diligently attempted to compile the Lists within the seven-

day window afforded by Bankruptcy Rule 1007(a)(2), but will be unable to complete the Lists by the current deadline of June 18, 2012. Similarly, given the critical matters requiring their attention during this busy period of the Chapter 11 Cases, the Debtors do not believe they will be able to complete the Schedules and Statements by the current deadline of June 25, 2012. Specifically, the Debtors have been occupied, inter alia, (i) negotiating the terms of a postpetition DIP financing agreement, (ii) addressing issues related to the effect of the automatic stay in connection with nonbankruptcy litigation to which the Debtors are subject, (iv) dealing with vendor, employee and customer issues which have arisen as a result of the filing of the Chapter 11 Cases and (v) numerous other issues that debtors must deal with during the early stages of a Chapter 11 case. Consequently, the Debtors respectfully submit that the requested extension is necessary to allow the Debtors to accurately and timely comply with the filing requirements of Bankruptcy Rule 1007 and Local Rule 1007-1. 10. The narratives and data incorporated in the Debtors Voluntary Petitions and

other pleadings and papers filed on the Petition Date for the voluntary cases provide creditors and all other parties-in-interest with a substantial amount of information about the Debtors and their 4
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financial affairs.

Indeed, the Debtors Voluntary Petitions and other first-day filings were

accompanied by, among other things, (a) corporate board resolutions authorizing the filing of such petitions, (b) the names and addresses of the Debtors 20 largest unsecured creditors on a consolidated basis for both the voluntary and involuntary Debtors, (c) the consolidated Creditor Matrix, containing a complete list of all known and anticipated creditors of the voluntary and involuntary Debtors, and (d) lists of holders of equity securities of both the voluntary and involuntary Debtors. 11. Furthermore, the requested extension will still give the U.S. Trustee an

opportunity to review the Schedules and Statements in advance of the meeting of creditors under 341 of the Bankruptcy Code, to be scheduled for July 26, 2012. Therefore, the Debtors believe that the requested extension is in the best interests of their estates and creditors and will serve to aid the Debtors in the efficient administration of their Chapter 11 Cases. 12. Similar extensions of the deadline to file Schedules and Statements have been

authorized in other chapter 11 cases in this District. See, e.g., In re Nassau Broadcasting Partners, L.P. 11-12934 (KG) (Bankr. D. Del. Oct. 12, 2011) (extending the applicable deadlines in jointly administered involuntary and voluntary cases); In re CB Holding Corp., Case No. 10-13683 (MFW) (Bankr. D. Del. Dec. 13, 2010); In re Trico Marine Services, Inc., Case No. 10-12653 (BLS) (Bankr. D. Del. Sept. 22, 2010); In re Orleans Homebuilders, Inc., Case No. 10-10684 (PJW) (Bankr. D. Del. Apr. 6, 2010); In re The Fairchild Corp., Case No. 09-10899 (CSS) (Bankr. D. Del. Apr. 15, 2009); In re Ritz Camera Ctrs., Case No. 09-10617 (MFW) (Bankr. D. Del. Mar. 19, 2009); In re SemCrude, L.P., Case No. 08-11525 (BLS) (Bankr. D. Del. Aug. 19, 2008); In re Linens Holdings Co., Case No. 08-10832 (CSS) (Bankr. D. Del. May 27, 2008); In re Hilex Poly Co. LLC, Case No. 08-10890 (KJC) (Bankr. D. Del. May 7, 2008).

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NOTICE 13. No trustee or examiner has been appointed in these Chapter 11 Cases. The

Debtors have provided notice of this Application to the following parites: (i) the U.S. Trustee; (ii) counsel for the agent for the Debtors proposed debtor-in-possession lenders; (iii) counsel for The CIT Group/Business Credit, Inc., as resigning agent under the Debtors first lien credit agreement, counsel for BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C. and Spectrum Investment Partners LP, 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; (v) the Debtors twenty (20) largest unsecured creditors listed in the Debtors consolidated list of creditors (excluding insiders) and (vi) all other parties requesting notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. The Debtors submit that no other or further notice need be provided. NO PRIOR APPLICATION 14. or to any other Court. No previous request for the relief sought in this Motion has been made to this

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CONCLUSION WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as is just and proper under the circumstances. Dated: June 15, 2012 Wilmington, Delaware /s/ Andrew C. Irgens 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 -andJeffrey 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 7
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Hearing Date: July 12, 2012 at 11:00 a.m. (EDT) Objection Deadline: June 29, 2012 at 4:00 p.m. (EDT)

NOTICE OF MOTION AND HEARING PLEASE TAKE NOTICE that, on June 15, 2012, the above-captioned debtors (collectively, the Debtors) filed the Debtors Motion for Order Extending Time to File Lists of Creditors, Schedules and Statements (the Motion) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned proposed counsel for the Debtors on or before June 29, 2012 at 4:00 p.m. (Eastern Daylight Time). PLEASE TAKE FURTHER NOTICE that a hearing to consider the Motion, if required, will be held before The Honorable Christopher S. Sontchi, United States Bankruptcy Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 5th Floor,

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 (87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
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Courtroom 6, Wilmington, Delaware 19801 on July 12, 2012 at 11:00 a.m. (Eastern Daylight Time). IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

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Dated: June 15, 2012 Wilmington, Delaware /s/ Andrew C. Irgens 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 -andJeffrey 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

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EXHIBIT A Proposed Form of Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Re: Docket No. ___

ORDER EXTENDING TIME TO FILE LISTS, SCHEDULES AND STATEMENTS Upon consideration of the motion (the Motion)2 of the Debtors for an order extending the time to file the Required Information; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and the Court having found that good and sufficient cause exists, in accordance with Bankruptcy Rule 1007(c) and Local Rule 1007-1(b), for granting the Motion; and upon the record of these Chapter 11 Cases and any hearings held to consider the Motion; and it appearing that the relief requested in the Motion is appropriate in the context of these Chapter 11 Cases, is necessary to ensure efficient administration of these Chapter 11 Cases, and is in the best interests of the Debtors and their respective estates, their creditors, and all other parties-in-interest; and it appearing that notice of the Motion was adequate and proper under the circumstances of these Chapter 11 Cases, and it appearing that no other or further notice need be given;

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 (87568828); 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 ascribed to them in the Motion.

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IT IS HEREBY ORDERED THAT: 1. 2. The Motion is granted. The time within which the Debtors must file the Required Information is

extended up to and including July 25, 2012, without prejudice to the Debtors right to seek additional extensions of such time period. 3. The Debtors are authorized and empowered to take any and all actions

necessary to implement and effectuate the terms of this Order. 4. The terms and conditions of this Order shall be immediately enforceable

and effective upon its entry. 5. This Court shall retain jurisdiction over all matters arising from or related

to the interpretation and implementation of this Order. Dated: July _____, 2012 Wilmington, Delaware ___________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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