i 10 (Of Fn 1 41) UNITED STATES BANKRUPTCY COURT Distriet of Delaware PROOFOFCLAIM | ane Da Taser =F Terminal Services LLC 1211866 AUG 0 1 2013 ‘NOTES wats wale 0 Ta To irae peas ates er We Banas Te ‘nay fe ore fr pment oon daa experce acer fo US. $308 | Hameo Ges epee wor ely fo who the sir ower money er popeG ye ‘The Bank of New York Melion, as Administrative Agent } courte ust OEY TexsiaeaioreaenaToae ser oi alas Cosas Be Sle to omic | ines 08 ao wos | sagan cut mada aerinebnyn. cm iam eer tite |[ Name and acess where payment should be sent (i diferent from above), =e "Check tis box if you re ava that Semen peice spon: Ro TT aN TEE alter pa ofc secu complete 4 Ualorpar ofthe cla ete piety. complete tem See Attached Exhibit A ick this on fhe hin nae re other care i aon the ocpl naan ofthe ain Ac a ainonent ha tenis ter cage _| 2 mass for aim: Seoured Loan (Ser iastecton 5) 3 Las four dg ofany manber | 38, Debtor may have whedlednsoust at: | 38 Unslorm Clim deter (opona ‘yw ever Menies oe rma ae SERS 4, Seer Calm (Sex norton) ‘Reade in secured ea, any: S68 Atached ExhiDT A an ‘Seah ke ngpropnine ta te chm ec ty en cm propery oa ght of ‘Addendum ach rage redacted cures ahd ihe eqs iran. s ature o property orrightofatof: Ral faate WMtcr Vehicle Ober sis for perfection Deserta ‘All personal property cf Vatu Property: 5 Debtor Amount of Secured Chaim: 5, Annus Inert Rats_% OF or OVanbie ‘Amon Unsecured se (whe cane wa ed | 5, Amount of Cai Ente taPlority 1 S.C. 9507 (a, Hany part the aim fal int one ofthe following eateries check the ox peiing eprint the amen. ©) omesisapet biptione der 11 ©) Wages, tls commision opto S124) Canine oa US. 307 GXUA) oF AN). ed i 180 aye bf css wm Flore employee beni yan ~ (vor bases cue, wiley esr USE F507. 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Any {tepropey tan secre stam, Examples of Evans yerecton may sia mortage, le, lw on proves node morgage om el eatsor ecru of ti, facing sent ter Avec ierctin ve. A enna be volrialy Goce sowing at ten see ld or {Zane by deer ocmay be ob tough seced eur escent oot pmentAllied Holdings Regular Interest Interest on Interest Total interest Principal Total Claim Lender DRUM SPECIAL SITUATION PTR ilt ‘SPECTRUM INVESTMENT PARTNERS THL CREDIT LOAN OPPORTUNITY YUCAIPA AMERICAN ALLIANCE YUCAIPA AMERICAN PARALLEL EXHIBIT A 6/10/2012 8,442,143.31 1,305,071.73 9,747,215.04 30,000,000.00 39,747,215.04 Amount 3,974,721.50 6,624,535.84 2,649,814.34 15,578,152.49 10,919,990.87 39,747,215.04 Percentage 10.00% 16.67% 6.67% 39.19% 27.47%, 00.00%IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Inre: Chapter 11 Allied Systems Holdings Inc., et al., Case No, 12-11564 (CSS) Debtors. Jointly Administered 1. This Addendum to Proof of Claim is an addendum to and shall be deemed to be part of and incorporated by reference in the attached Proof of Claim (the “Proof of Claim”) filed by The Bank of New York Mellon (“BNYM”), as administrative agent (in such capacity, the “Successor Administrative Agent”) under the Credit Agreement (as hereinafter defined), against Terminal Services LLC (“Terminal Services”). 2. The undersigned maintains an office at 600 E. Las Colinas Blvd., Suite 1300, Irving, Texas 75039, and states that he or she is duly authorized to make this Proof of Claim on behalf of BNYM, as administrative agent under the Credit Agreement and that the Successor Administrative Agent is authorized to file the Proof of Claim on behalf of itself, the Successor Collateral Agent (as hereinafter defined) and the lenders from time to time party to the Credit Agreement (cach a “Claimant” and collectively, the “Claimants”). 3. On May 17, 2012, involuntary petitions (the “Involuntary Petitions”) were filed against Allied Systems, Ltd. (L.P.) (“Allied Systems”) and Allied Systems Holdings, Inc. (Allied Holdings”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court”). On June 10, 2012, Allied Automotive Group, ‘Terminal Services (Addendum).DOCXInc. (“Allied Automotive”), Allied Freight Broker LLC (“Allied Freight”), Allied Systems (Canada) Company (“Allied Systems (Canada)”), Axis Areta, LLC (“Axis Areta”), Axis Canada Company, Axis Group, Inc. (“Axis Group”), Commercial Carriers, Inc. (“Commercial Carriers”), CT Services, Inc. (“CT”), Cordin Transport LLC (“Cordin”), F.J. Boutell Driveaway LLC (“F.J.”), GACS Incorporated (“GACS”), Logistic Systems, LLC (“Logistic Systems”), Logistic Technology, LLC (“Logistic Technology”), QAT, Inc. (“QAT”), RMX LLC (“RMX”), Transport Support LLC (“Transport Support”) and Terminal Services (together with Allied Systems and Allied Holdings, each a “Debtor” and, collectively, the “Debtors” filed voluntary petitions (the “Voluntary Petitions”) with the Court and, in connection therewith, Allied Holdings and Allied Systems consented to the Involuntary Petitions filed against them. The “Petition Date” of each Debtor is the date that such Involuntary Petition or Voluntary Petition was filed by or against such Debtor. 4, Allied Systems and Allied Holdings, as borrowers, certain subsidiaries of Allied Systems and Allied Holdings, as guarantors, the lenders from time to time parties thereto (the “Lenders”) and BNYM, as Successor Administrative Agent and as successor collateral agent (in such capacity, the “Successor Collateral Agent”) (as successor administrative agent and successor collateral agent to Goldman Sachs Credit Partners, L.P. (“Goldman Sachs”) (in such capacity, the “Initial Administrative Agent” and “Initial Collateral Agent”, respectively) entered into a Second Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement, dated as of May 15, 2007 (the “Credit Agreement”). 5. Goldman Sachs resigned as Administrative Agent and Collateral Agent under the Credit Agreement and the other Credit Documents (as hereinafter defined) effective July 31, EN AIM2008. The lenders party thereto representing more than 50% of the aggregate Loan Exposure (as defined in the Credit Agreement) of all Lenders at such time (“Required Lenders”) appointed BNYM as Successor Administrative Agent and Successor Collateral Agent under the Credit Agreement, and the other Credit Documents pursuant to an Appointment and Acceptance of Successor Administrative Agent and Successor Collateral Agent, dated as of July 31, 2008, by and among the Required Lenders party thereto, Allied Systems, Allied Holdings, the Initial Administrative Agent, the Initial Collateral Agent, and BNYM, as Successor Administrative Agent and Successor Collateral Agent (the “Appointment and Acceptance Agreement”). 6. Pursuant to the Credit Agreement, the Debtors (other than Allied Systems and Allied Holdings) jointly and severally guaranteed the obligations of the Credit Parties (as defined in the Credit Agreement) under the Credit Agreement and the other Credit Documents. 7. In connection with the Credit Agreement, the Debtors entered into a Pledge and Security Agreement (Second Lien), dated as of May 15, 2007, in favor of the Initial Collateral Agent (the “U.S. Pledge and Security Agreement”). 8. Allied Systems (Canada), AH Industries, Inc. and Axis Company Canada entered into a Pledge and Security Agreement (Second Lien), dated as of May 15, 2007, in favor of the Initial Collateral Agent (the “Canadian Pledge and Security Agreement”; together with the U.S. Pledge and Security Agreement, the “Pledge Agreements”). 9. Pursuant to the U.S. Pledge and Security Agreement, inter alia, the Debtors granted a security interest in certain Collateral (as defined in the U.S. Pledge and Security Agreement) to the Initial Collateral Agent. ‘ADDENDUM TO PROOF OF CLAIM 3.10, Pursuant to the Canadian Pledge and Security Agreement, inter alia, Allied Systems (Canada), AH Industries, Inc. and Axis Company Canada granted a security interest in certain Secured Property (as defined in the Canadian Pledge and Security Agreement) to the Initial Collateral Agent. 11. Pursuant to the Trade-Mark Security Agreement (Second Lien), dated as of May 15, 2007 (the “Trademark Security Agreement”), made by Allied Systems (Canada) in favor of the Initial Collateral Agent, Allied Systems (Canada) granted a security interest in certain Trademarks (as defined in the Trademark Security Agreement) to the Initial Collateral Agent. 12. Pursuant to the Copyright Security Agreement (Second Lien), dated as of May 29, 2007 (the “Copyright Security Agreement”), by Allied Holdings and CT in favor of the Initial Collateral Agent, Allied Holdings and CT granted a security interest in certain Copyright Collateral (as defined in the Copyright Security Agreement) to the Initial Collateral Agent. 13, Pursuant to the Patent Security Agreement (Second Lien), dated as of May 29, 2007 (the “Patent Security Agreement”; together with the Trademark Security Agreement and Copyright Security Agreement, the “Intellectual Property Security Agreements”), by Commercial Carriers, Axis Group and Allied Systems (Canada) in favor of the Initial Collateral Agent, Commercial Carriers, Axis Group and Allied Systems (Canada) granted a security interest in certain Patent Collateral (as defined in the Patent Security Agreement) to the Initial Collateral Agent. ADDENDUM TO PROOF OF CLAIM14, The security interest in the Collateral granted to the Initial Collateral Agent in the Pledge Agreements is further evidenced by, among other things, the following documents (collectively, the “Collateral Documents”): (@) Blocked Accounts Agreement, dated as of May 28, 2007, by and among Axis Canada Company, as debtor, The CIT Group/Business Credit, Inc., as collateral agent for itself and certain first lien lenders (the ‘First Lien Collateral Agent”), the Initial Collateral Agent and The Bank of Nova Scotia. (b) Blocked Account Control Agreement, dated as of June 5, 2007, by and among Allied Systems (Canada), the Initial Collateral Agent, the First Lien Collateral Agent and JPMorgan Chase Bank, N.A. (“JPM”). (©) Blocked Account Control Agreement, dated as of June 5, 2007, by and among Allied Holdings, Allied Automotive, Axis Group, the Initial Collateral Agent, the First Lien Collateral Agent and JPMorgan Chase Bank, N.A. (“JPM”). (4) Blocked Account Control Agreement, dated as of June 5, 2007, by and among Allied Automotive, CT, Axis Group, Cordin, the Initial Collateral Agent, the First Lien Collateral Agent and JPMorgan Chase Bank, N.A. (“JPM”). (©) Agreement ~ re: Pledged Account, dated as of May 15, 2007, by and among Allied Holdings, the First Lien Collateral Agent, the Initial Collateral Agent and LaSalle Bank National Association. (© Uniform Commercial Code Financing Statement filed with the Clerk of Superior Court, Fulton County, Georgia (the “Fulton County Clerk”), naming the Initial Collateral Agent, as Secured Party, and Allied Systems as Debtor, recorded on May 31, 2007 as file number 0602007-06648, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (@) Uniform Commercial Code Financing Statement filed with the Fulton County, Clerk, naming the Initial Collateral Agent, as Secured Party, and Allied Systems as Debtor, recorded on May 22, 2007 as file number 0602007-06240, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (b) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Allied Holdings, Inc., as Debtor, recorded on May 31, 2007 as file number 0602007-0663, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; ADDENDUM TO PROOF OF CLAIM(Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Allied Holdings, Inc., as Debtor, recorded on May 22, 2007 as file number 0602007-06241, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; @ Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Allied Automotive, as Debtor, recorded on May 31, 2007 as file number 0602007-06652, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (k) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Allied Automotive, as Debtor, recorded on May 22, 2007 as file number 0602007-06239, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; () —_ Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and Allied Freight, as Debtor, recorded on May 31, 2007 as file number 2007 2036175, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (m) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and Allied Freight, as Debtor, recorded on May 22, 2007 as file number 2007 1935872, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (n) Uniform Commercial Code Financing Statement filed with the District of Columbia Recorder of Deeds (the “DC Recorder”), naming the Initial Collateral Agent, as Secured Party, and Allied Systems (Canada), as Debtor, recorded on or about May 31, 2007 as file number 2007072938, as amended by a UCC-3 Financing Statement recorded on August 19, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (0) Uniform Commercial Code Financing Statement filed with the DC Recorder, naming the Initial Collateral Agent, as Secured Party, and Allied Systems (Canada), as Debtor, recorded on or about May 22, 2007 as file number 2007069217, as amended by a UCC-3 Financing Statement recorded on August 19, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (p) Uniform Commercial Code Financing Statement filed with the Clerk of Superior Court, DeKalb County, Georgia (the “DeKalb County Clerk”), naming the Initial Collateral Agent, as Secured Party, and Allied Systems (Canada), as Debtor, recorded on May 31, 2007 as ADDENDUM TO PROOF OF CLAIMfile number 044200702067, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Axis Areta, as Debtor, recorded on May 31, 2007 as file number 0602007-06651, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (©) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Axis Areta, as Debtor, recorded on May 22, 2007 as file number 0602007-06238, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (8) Uniform Commercial Code Financing Statement filed with the DC Recorder, naming the Initial Collateral Agent, as Secured Party, and Axis Canada Company, as Debtor, recorded on May 31, 2007 as file number 2007072939, as amended by a UCC-3 Financing Statement recorded on August 19, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; () Uniform Commercial Code Financing Statement filed with the DC Recorder, naming the Initial Collateral Agent, as Secured Party, and Axis Canada Company, as Debtor, recorded on May 22, 2007 as file number 2007069215, as amended by a UCC-3 Financing Statement recorded on August 19, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (u) Uniform Commercial Code Financing Statement filed with the DeKalb County Clerk, naming the Initial Collateral Agent, as Secured Party, and Axis Canada Company, as Debtor, recorded on May 31, 2007 as file number 044200702068, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (¥) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Axis Group, as Debtor, recorded on May 31, 2007 as file number 0602007-06650, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (w) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Axis Group, as Debtor, recorded on May 22, 2007 as file number 0602007-06236, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; TQ PROOF OF CLAIM(x) Uniform Commercial Code Financing Statement filed with the Michigan Department of State, naming the Initial Collateral Agent, as Secured Party, and Commercial Carriers, as Debtor, recorded on May 31, 2007 as file number 2007086957-5, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (y) Uniform Commercial Code Financing Statement filed with the Michigan Department of State, naming the Initial Collateral Agent, as Secured Party, and Commercial Carriers, as Debtor, recorded on May 22, 2007 as file number 2007081709-5, as amended by a UCC-3 Financing Statement recorded on August 19, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (2) Uniform Commercial Code Financing Statement filed with the Michigan Department of State, naming the Initial Collateral Agent, as Secured Party, and CT, as Debtor, recorded on May 31, 2007 as file number 2007086958-7, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (aa) Uniform Commercial Code Financing Statement filed with the Michigan Department of State, naming the Initial Collateral Agent, as Secured Party, and CT, as Debtor, recorded on May 22, 2007 as file number 2007081708-3, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (bb) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and Cordin, as Debtor, recorded on May 31, 2007 as file number 2007 2036142, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Suecessor Collateral Agent, as Secured Party; (cc) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and Cordin, as Debtor, recorded on May 22, 2007 as file number 2007 1931459, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Suecessor Collateral Agent, as Secured Party; (44) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and F.J., as Debtor, recorded on May 31, 2007 as file number 2007 2036043, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (ce) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and F.J., as Debtor, recorded on May 22, 2007 as file number 2007 1935906, as amended by a UCC-3 Financing ‘ADDENDUM TO PROOF OF CLAIM 8.Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (f) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and GACS, as Debtor, recorded on May 31, 2007 as file number 0602007-06645, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (ge) Uniform Commereial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and GACS, as Debtor, recorded on May 22, 2007 as file number 0602007-06233, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (hh) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Logistic Systems, as Debtor, recorded on May 31, 2007 as file number 0602007-06646, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agents interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (ii) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Logistic Systems, as Debtor, recorded on May 22, 2007 as file number 0602007-06234, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (i) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Logistic Technology, as Debtor, recorded on May 31, 2007 as file number 0602007-06647, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent’s interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (kk) Uniform Commercial Code Financing Statement filed with the Fulton County Clerk, naming the Initial Collateral Agent, as Secured Party, and Logistic Technology, as Debtor, recorded on May 22, 2007 as file number 0602007-06235, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (il) Uniform Commercial Code Financing Statement filed with the Florida Secured ‘Transaction Registry, naming the Initial Collateral Agent, as Secured Party, and QAT, as Debtor, recorded on May 31, 2007 as file number 200705676429, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; :NDUM TO PR¢(mm) Uniform Commercial Code Financing Statement filed with the Florida Secured ‘Transaction Registry, naming the Initial Collateral Agent, as Secured Party, and QAT, as Debtor, recorded on May 22, 2007 as file number 200705608733, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (nn) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and RMX, as Debtor, recorded on May 31, 2007 as file number 2007 2036035, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (00) Uniform Commercial Code Financing Statement filed with the Delaware Department of State, naming the Initial Collateral Agent, as Secured Party, and RMX, as Debtor, recorded on May 22, 2007 as file number 2007 1935880, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (pp) Uniform Commercial Code Financing Statement filed with the Secretary of State of Delaware, naming the Initial Collateral Agent, as Secured Party, and Transport Support, as Debtor, recorded on May 31, 2007 as file number 2007 2036209, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (q) Uniform Commercial Code Financing Statement filed with the Secretary of State of Delaware, naming the Initial Collateral Agent, as Secured Party, and Transport Support, as Debtor, recorded on May 22, 2007 as file number 2007 1935203, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; (Uniform Commercial Code Financing Statement filed with the Secretary of State of Delaware, naming the Initial Collateral Agent, as Secured Party, and Terminal Services, as Debtor, recorded on May 31, 2007 as file number 2007 2035961, as amended by a UCC-3 inancing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party; and (ss) Uniform Commercial Code Financing Statement filed with the Secretary of State of Delaware, naming the Initial Collateral Agent, as Secured Party, and Terminal Services, as Debtor, recorded on May 22, 2007 as file number 2007 1935229, as amended by a UCC-3 Financing Statement recorded on August 18, 2008 assigning the Initial Collateral Agent's interest, as Secured Party, to the Successor Collateral Agent, as Secured Party. 15. In addition to the foregoing UCC filings, numerous filings were made against Allied Systems (Canada) and Axis Company Canada, inter alia, under the Personal Property ADDENDUM TO PROOF OF CLAIM 10Security Act in Canada in connection with the grant of a security interest in the Collateral to the Initial Collateral Agent under the Canadian Pledge and Security Agreement (the “PPSA Filings”). 16. The loans made under the Credit Agreement are evidenced by Notes (the “Notes”) executed by Allied Holdings and Allied Systems in favor of the Claimants, as applicable. The Credit Agreement, the Pledge Agreements, the Appointment and Acceptance Agreement, the Intellectual Property Security Agreements, the Collateral Documents and the Notes and all of the documents executed, filed or delivered in connection with or pursuant to such agreements are collectively referred to herein as the “Credit Documents.” 17, @) As of the Petition Date, the Debtor was justly indebted and liable to the Claimants in the amount of not less than $39,747,215.04 representing (i) aggregate principal amount of $30,000,000.00; (ii) accrued and unpaid interest in the amount of not less than $9,747,215.04; and (iii) unpaid fees in the amount of $1,943.50. (6) Inaddition to the amounts set forth in Section 17(a), the Debtor is liable to the Claimants for (a) accrued and accruing costs, fees, charges and expenses as provided in the Credit Documents (including, without limitation, fees and expenses of counsel), (b) any contingent rights under the Credit’ Documents (including, without limitation, for indemnification), (c) accrued and accruing postpetition interest (including, without limitation, interest at the applicable default rate of interest), and (d) any other Obligations (as defined in the Credit Agreement), in each case, whether accrued or incurred prior to or after the commencement of the above-captioned bankruptcy cases, The aggregate amount of such DDENDUM 70 PROOF OF CLAIM eeinterest, costs, fees, charges, expenses and other Obligations has not been determined at this time and continues to be incurred. (©) All amounts referred to or described in paragraphs 17(a) and 17(b) are collectively referred to as the “Cla ” The Debtor is obligated for the Claim directly under the Credit Agreement and the other Credit Documents. 18. The Claim set forth herein is subject to the terms and condi Intercreditor Agreement, dated as of May 15, 2007 by and among Allied Holdings, Allied Systems, certain other Grantors party thereto, the First Lien Collateral Agent and the Initial Collateral Agent. 19. Any summary herein of relevant provisions of the Credit Agreement, the Notes, the Pledge Agreements, the Collateral Documents, the PPSA Filings and the other Credit Documents does not alter or limit in any way the terms of the Credit Agreement, the Notes, the Pledge Agreements, the Collateral Documents, the PPSA Filings and the other Credit Documents and reference is made thereto for a full description of the rights of the Successor Administrative Agent, the Successor Collateral Agent and the other Claimants. 20. (a) The indebtedness and obligations of the Debtors to the Claimants is secured by security interests and liens granted and perfected under the Pledge Agreements, the Intellectual Property Security Agreements, the other Collateral Documents and the PPSA Filings. (b) To the knowledge of the undersigned, the security interests and liens were perfected by, among other things, (i) the filing of Uniform Commercial Code financing statements in the applicable jurisdictions; (ii) the filing of the Intellectual Property Security ADDENDUM TO PROOF OF AIM aeAgreements with the PTO and Copyright Office; and (iii) the filing of financing statements in the applicable Personal Property Security Registers in Canada. (©) To the extent the claims of the Claimants are not secured or are not administrative claims, they are being asserted herein as general unsecured claims. 21. Copies of the Credit Agreement, the Notes, the Pledge Agreements, the Intellectual Property Security Agreements, the Collateral Documents, the PPSA Filings and the other Credit Documents are voluminous and are not attached hereto. These documents are available for inspection at the office of BNYM at the address shown above. 22. The amount of all payments on the indebtedness has been credited and deducted for the purposes of making this Proof of Claim, 23. To the knowledge of the undersigned, this Proof of Claim is not subject to any valid right of setoff, recoupment or counterclaim. 24, No judgment has been rendered in favor of the Successor Administrative Agent or any other Claimant on account of the Claim, 25. The Successor Administrative Agent, on behalf of itself and the other Claimants, reserves the right to claim that all or any portion of the costs and expenses or other obligations incurred or accruing after the Petition Date are administrative expenses entitled to a first under the Bankruptcy Code. 26. The Successor Administrative Agent, on behalf of itself and the other Claimants, does not waive any right to any security held by it or for its benefit or the benefit of the other ADDENDUM TO PROOF OF CLAIM -13-Claimants, or any right to claim specific assets, or any other right or rights of action that the Successor Administrative Agent or the Claimants have or may have against the Debtors or any other person or persons, and the Successor Administrative Agent, on behalf of itself and the other Claimants, expressly reserves such rights. The Successor Administrative Agent, on behalf of itself and the other Claimants, reserves the right to assert a claim against the Debtors for the imposition of a constructive trust, equitable lien, security interest, subrogation, marshalling or other legal or equitable remedies to which the Successor Administrative Agent or the Claimants may be entitled by virtue of the Debtors’ use, possession, enjoyment or conversion of collateral interests or property. 27. — The Successor Administrative Agent expressly preserves any and all (A) rights of the Successor Administrative Agent and/or any of the Claimants to assert claims based upon: (a) common law fraud; (b) misrepresentation; (c) subrogation; (4) indemnity; (¢) contribution; (0 unjust enrichment; (g) constructive trust; (h) fraudulent conveyance; (i) failure to fulfill contractual and fiduciary obligations; (j) breach of implied covenant of good faith and fair dealing; (k) making, causing, or permitting to be made misleading statements regarding the business of the Debtors; (|) failure to take prudent and appropriate action regarding adverse business conditions affecting the business operations of the Debtors; (m) tortious interference; (1) quantum meruit; and (0) failure to require adequate financial and accounting controls for the Debtors, and (B) all procedural and substantive rights, claims and defenses with respect to any claim that has been or may be asserted against BNYM and/or any of the Claimants by any of the Debtors, any trustee for their estates, or any other person or entity whatsoever. ADDENDUM TO PROOF OF CLAIM 14.28. The Successor Administrative Agent on its own behalf, and on behalf of the Claimants and all other persons who may assert claims against any of the Debtors in connection with the Credit Agreement and the Credit Documents, reserves all rights of setoff, netting, recoupment and all similar rights to which it or they are entitled under Section 553 of the Bankruptcy Code or otherwise, and nothing herein shall be construed as a waiver of such rights. 29. The execution and filing of this Proof of Claim does not constitute the Successor Administrative Agent’s or any Claimant’s: (a) waiver of any rights (including, but not limited to, the right to vote on any plan(s) in the Debtors’ chapter 11 cases), claims, defenses or remedies, whether under applicable law, the Credit Agreement, the Credit Documents or otherwise against any Debtor or any other entity or person that may be liable for all or part of the Claim, whether an affiliate of the Debtors, an assignee, guarantor or otherwise, including any rights that the Successor Administrative Agent or the Claimants may have with respect to any property held by any Debtor or other entity in an actual, constructive or other trust or similar relationship for the benefit of the Successor Administrative Agent or any Claimant; (b) waiver of any obligation owed to the Successor Administrative Agent or any Claimant, or any right to any security in connection with the Claim; (c) consent to a jury trial in the Court or any other court in any proceeding as to any and all matters so triable herein or in any case; (d) waiver of the right to a jury trial in any proceeding so triable; (e) waiver of the right to have final orders in non-core matters entered only afier de novo review by a U.S. District Court judge; (f) waiver of the right to seek to have the reference withdrawn with respect to the subject matter of the Claim, any objection or other proceedings commenced with respect thereto or any other proceedings commenced in these chapter 11 cases against or otherwise involving the Successor ADDENDUM TO PROOF OF CLAIM -15-Administrative Agent or the Claimants; (g) election of remedies; (h) admission that any property received by the Successor Administrative Agent or the Claimants under the Credit Agreement or the Credit Documents or held by any Debtor or other entity constitutes property of any Debtor's estate; (i) waiver of any past, present or future defaults (or events of default) by the Debtors in connection with the Credit Agreement or the Credit Documents or otherwise; or (j) waiver of any right to any security, collateral or share thereof to which the Successor Administrative Agent and the Claimants may be entitled or any right to claim specific assets or any other right or rights that it has or may have against the Debtors or any other person or persons. 30. This Proof of Claim is made without prejudice to the filing by the Successor Administrative Agent and/or any of the Claimants of proofs of claim in respect of any other indebtedness, obligations or liability of any of the Debtors to the Successor Administrative Agent and/or the C ants. 31. The Successor Administrative Agent expressly reserves any and all rights to amend, clarify and/or supplement the Proof of Claim at any time and for any reason, including, without limitation, to: (a) assert and file additional, supplementary and/or amended proofs of claim; (b) correct, increase or amend the amounts referred to herein; (c) add or amend documents and other information, and to describe further the Claim; (4) add or include any other Debtor or any other entity, including but not limited to any entity which may become a debtor or debtor in possession in the Debtors’ jointly administered chapter 11 cases and add or amend categories of payments or liabilities; (¢) assert further priority, security interests or similar rights with respect to the claims asserted herein; and (f) file or otherwise assert requests for the payment of administrative claims. ADDENDUM TO PROOF OF CLAIM 16:32. All notices and communications concerning this Proof of Claim should be addressed as follows: Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 Attention: Elizabeth M. Clark, Esq. Telephone: (212) 238-3037 Facsimile: (212) 238-3100 and Melinda Valentine Vice President ‘The Bank of New York Mellon 600 E. Las Colinas Blvd., Suite 1300 Irving, Texas 75039 ‘Telephone: (972) 401-8520 Facsimile: (972) 401-8555 Net Melinda Valentine Vice President Penalty for Presenting Fraudulent Claim: Fine of not more than $500,000 or imprisonment for not more than 5 years or both. 18 U.S.C. §§ 152 and 3623. ADDENDUM TO PROOF OF CLAIM aeEMMET, MARVIN & MARTIN, LLP 5 COUNSELLORS AT LAW eee MMET Cl 120 Broadway Tel: 212.238-3037 + 212-653-6851 ‘New York, New York 10271 axe 212-288-3100 + 212-683-1760 213-238-3000 ‘cark@emmetmarvincom Also ade in New Jersey www.emmetmarvin.com ‘and Conectcut July 31, 2013 VIA FEDERAL EXPRESS Allied Systems Holdings, Inc., et al. Claims Processing c/o Rust Consulting/Omni Bankruptey 5955 De Soto Avenue, Suite #100 Woodland Hills, CA 91367 Re: Allied Systems Holdings, Inc. Case No, 12-11564 (CSS) Ladies and Gentlemen: Enclosed is one (1) original and one (1) copy of a Proof of Claim of The Bank of New York Mellon, as Administrative Agent, to be filed against the following debtors in the above-referenced bankruptcy proceeding: Allied Systems Holdings, Ine. Allied Automotive Group, Inc. Allied Freight Broker LLC Allied Systems (Canada) Company Allied Systems Ltd. (L.P.) Axis Areta, LLC Axis Canada Company Axis Group, Inc. ‘Commercial Carriers, Inc. CT Services, Inc. Cordin Transport LLC FJ. Boutell Driveaway LLC GACS Incorporated Logistic Systems, LLC Logistic Technology, LLC QAT, Ine. RMX LLC ‘Transport Support LLC Terminal Services LLC [New York, New York + MORRISTOWN, NEW JERSEY 7062724 1EMMETT, MARVIN & MARTIN, 1 Allied Systems Holdings, Inc., et al. Claims Processing c/o Rust Consulting/Omni Bankruptey July 31, 2013 Page 2 of 2 Please file each original Proof of Claim and return a copy to me in the enclosed, self-addressed stamped envelope. If you have any questions with respect to the enclosed, please do not hesitate to call me at (212) 238-3037. Very truly yours, Laglete MAG eth M. Clark Enclosure 7062724_1