IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ALLIED SYSTEMS HOLDINGS, INC., et aL,' Debtors.

Chapter 11 Case No.U-11564 (CSS) (Jointly Administered)

Re: Docket Nos. 183 &

QSO

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE ADMINISTRATIVE SERVICES TO THE DEBTORS, NUNC PRO TUNC TO JUNE 10, 2012, PURSUANT TO SECTIONS 327(a), 328 AND 1107(b) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 2014 Upon consideration of the application (the "327 Application")' of Allied Systems Holdings, Inc. ("Allied Holdings") and its U.S. and Canadian subsidiaries (collectively, the "Debtors") for entry of an order, pursuant to 327(a), 328 and II 07(b) of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing the Debtors to retain Rust Omni as Administrative Agent to the Debtors, effective as of the Petition Date and on the terms and conditions set forth in the Engagement Agreement, a copy of which is attached to the 327 Application as Exhibit A; and upon the declaration of Paul Deutch in support of the Application, a copy of which is attached to the 327 Application as Exhibit B; and the Debtors having represented that the size and complexity of their cases warrants the retention of an agent to assist with certain administrative duties; and the Court being satisfied that Rust Omni has the capability and experience to provide
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-l7l0028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); 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. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Capitalized terms used but not otherwise dermed herein shall have the meanings set forth in the 327 Application.

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such services and that Rust Omni does not hold an interest adverse to the Debtors or their estates respecting matters upon which it is to be engaged; and it appearing that the Court has jurisdiction to consider the 327 Application and the relief requested therein in accordance with 28 U.S.C. 157(b)(2)(A); and it appearing that venue is proper in this district pursuant to 28 U.S.C.

1408; and it appearing that Rust Ornni is disinterested and eligible for retention pursuant to
327(a) of the Bankruptcy Code and that the tenns of the Engagement Agreement are

reasonable and appropriate; and good and sufficient notice of the 327 Application having been given and no other or further notice being required; and it appearing that the employment of Rust Omni is in the best interests of the Debtors, their estates, their creditors, and all parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby
ORDERED, ADJUDGED AND DECREED that: 1.

The 327 Application is GRANTED, as set forth herein. The Debtors are authorized to retain and employ Rust Ornni to provide the

2.

Administrative Services pursuant to the terms of the Engagement Agreement. 3. Rust Omni shall not be compensated for the foregoing services and reimbursed

for related expenses except upon an order of the Court granting an application therefor pursuant to the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the United States Trustee for the District of Delaware and further orders of this Court. 4. Rust Omni shall not be compensated or reimbursed for its services as the Debtors'

administrative agent to the extent that such services duplicate its services under, or are properly covered by, the tenns of its engagement by the Debtors as claims, noticing and balloting agent as authorized by this Court's Order entered June 12, 2012 granting the Debtors' 156(c) Application.

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5.

In the event of any inconsistency between the Engagement Agreement, the

Application and this Order, this Order shall govern. 6. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: ]/ zj) , 2012 Wilmington, Delaware

CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

T~Sa~E

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