Hearing Date: October 22, 2012 at 10:00 A.M. (EDT) Objection Deadline: October 15 at 4:00 P.M. (EDT)

Active 20151754v1 002872.
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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 Nos. 12-11564 (CSS)

Jointly Administered
Hearing Date: October 22, 2012 at 10:00 a.m. (EDT)
Objection Deadline: October 15 at 4:00 p.m. (EDT)
DEBTORS APPLICATION TO EMPLOY AND RETAIN OGLETREE, DEAKINS,
NASH, SMOAK & STEWART, P.C. AS SPECIAL LABOR AND BENEFITS COUNSEL
FOR THE DEBTORS NUNC PRO TUNC TO OCTOBER 1, 2012
Allied Systems Holdings, Inc. (Allied Holdings) and its U.S. and Canadian
subsidiaries (collectively, the Debtors) file this application (the Application) for entry of an
order, substantially in the form attached hereto as Exhibit A (the Proposed Order),
authorizing the Debtors to employ and retain Ogletree, Deakins, Nash, Smoak & Stewart, P.C.
(Ogletree) as special labor and benefits counsel for the Debtors nunc pro tunc to October 1,
2012 pursuant to Section 327(e) of title 11 of the United States Code (the Bankruptcy Code),
Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule
2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware (the Local Rules). In support of this Application, the
Debtors respectfully state as follows:

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.

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JURISDICTION AND VENUE
1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and
1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of the
above-captioned cases and this Application are proper in this District pursuant to 28 U.S.C.
1409.
FACTUAL BACKGROUND
2. On May 17, 2012, involuntary petitions were filed against Allied Holdings and
its subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under Chapter 11 of the
Bankruptcy Code in this Bankruptcy Court (the Court). On June 10, 2012, 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. 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 the Bankruptcy Code.
4. The Debtors major line of business, known in the industry as car haul, is the
transport of light vehicles, such as automobiles, sport-utility vehicles and light trucks, from
manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships
in the United States and Canada by means of tractor trailers referred to as Rigs. The Debtors
smaller line of business is logistics, which includes arranging for and managing vehicle
distribution services, automobile inspections, auction and yard management services, vehicle
tracking, accessorizing, and dealer preparation services for the automobile industry in the United
States and Canada, and providing yard management services in Mexico.

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RELIEF REQUESTED
5. The Debtors are seeking to employ and retain Ogletree nunc pro tunc to October
1, 2012 to (i) advise and represent the Debtors in connection with labor and benefits matters,
including the Debtors current collective bargaining agreements and employee benefit and
retirement plans, (ii) advise and represent the Debtors in any labor or employee benefits matters
arising in connection with these Chapter 11 Cases, and (iii) advise and represent the Debtors in
negotiations and litigation, if any, related to the Debtors collective bargaining agreements with
its union employees or the Debtors employee benefits and retirement plans. It is the intention of
the Debtors that the functions to be performed by Ogletree will not be duplicative of those
performed by the Debtors other counsel.
BASIS FOR RELIEF REQUESTED
6. The Debtors believe that the retention of Ogletree as special labor and benefits
counsel is necessary to enable the Debtors to execute faithfully their duties as debtors and
debtors-in-possession in these Chapter 11 Cases. Under Section 327(e) of the Bankruptcy Code,
a debtor in possession is authorized to employ for a specified special purpose, other than to
represent the [debtor in possession] in conducting the case, an attorney that has represented the
debtor, if in the best interest of the estate, and if such attorney does not represent or hold any
interest adverse to the estate with respect to the matter on which such attorney is to be
employed. 11 U.S.C. 327(e). (bracketed language provided). Such employment may be
based on any reasonable terms and conditions of employment, including on a retainer, on an
hourly basis, on fixed percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a).
A. Ogletrees Qualifications
7. The Debtors have selected Ogletree to serve as special labor and benefits
counsel because it has significant experience in labor and benefits matters, including the

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administration and negotiation of collective bargaining agreements, and the design,
establishment, and maintenance of retirement plans and health and welfare plans for employers.
Ogletree also is familiar with the Debtors businesses, having served as counsel to the Debtors
with respect to labor and benefit matters since at least 1989, having previously served as special
labor counsel in the Debtors first Chapter 11 case filed in the United States Bankruptcy Court
for the Northern District of Georgia, In re Allied Holdings, Inc., Chapter 11 Case No. 05-12515,
and having served as special labor counsel in other, unrelated Chapter 11 bankruptcy cases--and
therefore has substantial experience with bankruptcy courts and the Bankruptcy Code. Ogletree
is thus well qualified to represent the Debtors in these Chapter 11 Cases.
8. As further described in the affidavit of Stephen R. Woods, a shareholder at
Ogletree (the Woods Affidavit), attached hereto as Exhibit B, Ogletree has considerable
experience in complex labor and benefits matters and related litigation and transactions related
thereto. As a consequence of Ogletrees past representation of the Debtors, Ogletree is very
familiar with the Debtors businesses and affairs and many of the potential legal issues that may
arise in the context of these Chapter 11 Cases. The Debtors believe that Ogletree is well-
qualified and uniquely able to represent them in their Chapter 11 Cases in a most efficient and
timely manner.
B. Compensation and Fee Applications
9. Ogletree intends to apply to the Court for allowance of compensation and
reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Subject to those
provisions, the Debtors propose to pay Ogletree its customary hourly rates in effect from time to
time as set forth in the Woods Affidavit. The Debtors submit that these rates are reasonable.
Ogletree will maintain detailed, contemporaneously-entered time and expense records in

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accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules (i.e., time entries at increments of 1/10
th
of an hour), and any additional procedures
that may be established by this Court in these Chapter 11 Cases. In addition, Ogletree has agreed
to accept as compensation and reimbursement of expenses such sums as may be ultimately
allowed by this Court. It is Ogletrees policy to charge its clients in all areas of practice for
expenses incurred in connection with the clients case. The expenses charged to a clients case
include, among other things, telecopy charges, travel expenses, postage (including UPS or
similar overnight delivery services), and certain legal research expenses.
10. Ogletree recognizes that interim and final fee awards are subject to approval by
this Court. Ogletree will seek approval of payment of compensation and reimbursement of costs
and expenses during these Chapter 11 Cases upon Ogletrees filing of appropriate applications
for allowance of interim or final compensation pursuant to Sections 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this
Court.
11. As set forth in the attached Woods Affidavit, Ogletree has not received or been
promised any compensation for legal services rendered or to be rendered in any capacity in
connection with the Debtors Chapter 11 Cases, other than as permitted by the Bankruptcy Code,
nor has Ogletree agreed to share compensation received in connection with these Chapter 11
Cases with any other person, except as permitted by Section 504(b) of the Bankruptcy Code and
Bankruptcy Rule 2016(b) in respect of the sharing of compensation among Ogletrees
shareholders.
C. Disclosure Concerning Disinterestedness
12. The Woods Affidavit discloses Ogletrees connections to the Debtors and
principal creditors and parties in interest in these Chapter 11 Cases, which is incorporated herein

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by reference. In reliance on the Woods Affidavit, and except as set forth therein and herein, to
the best of the Debtors knowledge: (a) Ogletree is a disinterested person under section
101(14) of the Bankruptcy Code; (b) Ogletree does not hold or represent an interest adverse to
the Debtors estates; and (c) Ogletrees shareholders and associates have no connection to the
Debtors, their creditors, or their related parties except as may disclosed in the Woods Affidavit.
Also as set forth in the Woods Affidavit, no shareholder or associate of Ogletree is a relative of,
or has been so connected with, any judge of the bankruptcy court for this District. Accordingly,
the appointment of Ogletree is not prohibited by Bankruptcy Rule 5002. The Debtors owe
Ogletree $4,109.49 for pre-petition services rendered to the Debtor.
NOTICE
13. No trustee or examiner has been appointed in these Chapter 11 Cases. Notice of
this Application has been provided by overnight mail to: (i) the Office of the United States
Trustee for the District of Delaware; (ii) counsel for the agent for the Debtors debtor-in-
possession lenders; (iii) 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., 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, and each lender under the Debtors second lien
credit agreement; (v) counsel for the Official Committee of Unsecured Creditors of the Debtors
; and (vi) all other persons requesting notice in the Chapter 11 Cases pursuant to Bankruptcy
Rule 2002. The Debtors submit that no other or further notice need be provided.
NO PRIOR REQUEST
14. No prior request for the relief sought in this Application has been made to this
or any other Court. The Debtors have previously filed the necessary documents to retain

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Ogletree as an ordinary course professional in these Cases, but because the Debtors anticipate
that the fees and expenses to be incurred by Ogletree will exceed the fee limitations for ordinary
course professionals previously approved by the Court, the Debtors file this Application seeking
to employ Ogletree as special labor and benefits counsel pursuant to Section 327(e) of the
Bankruptcy Code.

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WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that this
Court (a) enter an order substantially in the form attached hereto as Exhibit A, granting the relief
requested herein; and (b) granting such other and further relief to the Debtors as this Court may
deem just and proper.
Dated: October 8, 2012
Wilmington, Delaware
/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 No.: (302) 651-7700
Facsimile No.: (302) 651-7701
E-Mail: collins@rlf.com
E-Mail: samis@rlf.com
E-mail: terranova@rlf.com
- and -
Jeffrey W. Kelley (GA Bar No. 412296)
Ezra H. Cohen (GA Bar No. 173800)
Jeffery W. Cavender (GA Bar No. 117751)
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
E-Mail: jeffery.cavender@troutmansanders.com
Counsel for the Debtors
RLF1 7357671v.1

In re:
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
(Jointly Administered)

Hearing Date: October 22, 2012 at 10:00 a.m. (EDT)
Objection Deadline: October 15, 2012 at 4:00 p.m. (EDT)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on October 8, 2012, the above-captioned debtors
(collectively, the Debtors) filed the Debtors Application to Employ and Retain Ogletree,
Deakins, Nash, Smoak & Stewart, P.C. as Special Labor and Benefits Counsel for the
Debtors Nunc Pro Tunc to October 1, 2012 (the Application) 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
Application 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 October 15, 2012 at 4:00 p.m.
(Eastern Daylight Time).

1
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PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application,
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,
Courtroom 6, Wilmington, Delaware 19801 on October 22, 2012 at 10:00 a.m. (Eastern
Daylight Time).
IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED,
SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY
COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT
FURTHER NOTICE OR HEARING.
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Dated: October 8, 2012
/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 No.: (302) 651-7700
Facsimile No.: (302) 651-7701
Email: collins@rlf.com
samis@rlf.com
terranova@rlf.com

-and-

Jeffrey 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

Counsel for Debtors and Debtors-in-Possession

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Exhibit A

Proposed Order

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In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.
1
,

Debtors.
Chapter 11


Re: Docket No. ___
ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN OGLETREE,
DEAKINS, NASH, SMOAK & STEWART, P.C. AS SPECIAL LABOR AND BENEFITS
COUNSEL TO THE DEBTORS NUNC PRO TUNC TO OCTOBER 1, 2012
This matter coming before the Court on the Application to Employ and Retain Ogletree,
Deakins, Nash, Smoak & Stewart, P.C. as Special Labor and Benefits Counsel to the Debtors
Nunc Pro Tunc to October 1, 2012 (the Application); the Court having reviewed the
Application; the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C.
157 and 1334, (b) this is a core matter pursuant to 28 U.S.C. 157(b)(2)(A); and (c) notice of
the Application was sufficient under the circumstances; the Court having considered the
Affidavit of Stephen R. Woods (the Woods Affidavit); the Court having determined that the
legal and factual bases set forth in the Application and the Woods Affidavit establish just cause
for the relief granted herein; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Application is GRANTED.

1

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2. Pursuant to section 327(e) of the Bankruptcy Code,
2
the Debtors are authorized to
retain and employ Ogletree, Deakins, Nash, Smoak & Stewart, P.C. (Ogletree) as special labor
and benefits counsel in these Chapter 11 Cases, in accordance with the terms and conditions set
forth in the Application, effective nunc pro tunc to October 1, 2012.
3. Ogletree shall be compensated in accordance with the procedures set forth in
sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any
other such procedures as may be fixed by order of this Court.
4. Notwithstanding the possible applicability of any stay of the effectiveness of this
order, including, without limitation, the fourteen (14) day stay provided in Rule 6004(h) of the
Bankruptcy Rules, the terms and conditions of this order shall be immediately effective and
enforceable upon its entry.
5. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
6. The Court shall retain jurisdiction over any and all issues arising from or related
to the implementation and interpretation of this Order.

Dated: October _______, 2012
THE HONORABLE CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE

2
Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Application.

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EXHIBIT B

Woods Affidavit

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In re:

ALLIED SYSTEMS HOLDINGS, INC., et al.
1
,

Debtors.
Chapter 11


AFFIDAVIT OF STEPHEN R. WOODS IN SUPPORT OF APPLICATION
TO EMPLOY AND RETAIN OGLETREE, DEAKINS, NASH, SMOAK &
STEWART, P.C. AS SPECIAL LABOR AND BENEFITS COUNSEL TO
THE DEBTORS NUNC PRO TUNC TO OCTOBER 1, 2012
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
Pursuant to Rule 2014(a) of the Bankruptcy Rules, I, Stephen R. Woods, hereby declare:
1. I am an attorney at law admitted and in good standing to practice in the State of
South Carolina.
2. I am a shareholder in the law firm of Ogletree, Deakins, Nash, Smoak & Stewart,
P.C. (Ogletree), and I make this Affidavit in support of the Application of the above-captioned
Debtors (the Application)
2
for an order approving the employment of Ogletree as their special
labor and benefits counsel in the Debtors bankruptcy cases (the Chapter 11 Cases) in
compliance with and to provide disclosure pursuant to Sections 327(e), 328, 329(a) and 504 of
title 11 of the United States Code (the Bankruptcy Code), Rules 2014(a) and 2016(b) of the

1
2
Capitalized terms not otherwise defined herein have the meanings set forth in the attached Application.

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Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 2014-1 and 2016-1
of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court
for the District of Delaware (the Local Rules). Unless otherwise stated in this affidavit, I have
personal knowledge of the facts hereinafter set forth. To the extent that any information
disclosed herein requires amendment or modification upon Ogletrees completion of further
analysis, or as additional creditor information becomes available to it, a supplemental affidavit
will be submitted to the Court.
3. Ogletree is particularly well qualified to serve as the Debtors special labor
counsel in these Chapter 11 Cases. Ogletree is familiar with the Debtors businesses, having
served as counsel to the Debtors with respect to labor and employment matters since at least
1989. In addition, Ogletree has significant experience in labor and employment matters,
including the administration and negotiation of collective bargaining agreements, and the design,
establishment, and maintenance of retirement plans and health and welfare plans for employers.
Ogletree previously served as special labor counsel in the Debtors first Chapter 11 case filed in
the United States Bankruptcy Court for the Northern District of Georgia, In re Allied Holdings,
Inc., Chapter 11 Case No. 05-12515. Ogletree has likewise served as special labor counsel in
other, unrelated Chapter 11 bankruptcy cases and therefore has substantial experience with
bankruptcy courts and the Bankruptcy Code. Ogletree is thus well qualified to represent the
Debtors in these Chapter 11 Cases.
4. Ogletrees professionals have worked closely with the Debtors management,
advisors and other professionals through the years and, as a result, have become extraordinarily
knowledgeable of the Debtors corporate history, businesses and related matters. Accordingly,
Ogletree has developed a unique and expansive understanding and knowledge regarding the

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Debtors labor and benefits issues that will contribute to and result in effective and efficient
services in these Chapter 11 Cases.
5. Subject to approval of this Court and in compliance with the applicable provisions
of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, Ogletree intends to apply
for compensation for professional services rendered in connection with the Debtors bankruptcy
cases, plus reimbursement of actual, necessary expenses, and other charges incurred by Ogletree
during the Debtors bankruptcy cases. Ogletrees billing rates currently range from $300 to $650
per hour for shareholders, $200 to $640 per hour for counsel, $175 to $415 per hour for
associates and $100 to $260 per hour for para-professionals. Among the principal professionals
who will lead the representation in connection with the Debtors Chapter 11 Cases are the
following:
Attorney, Shareholder /Associate Hourly rate
Stephen Woods, Shareholder $390
Mark Stubley, Shareholder $450
William Gray, Shareholder $650
Christina Broxterman, Shareholder $525
Ruth Michels, Shareholder $500
Arthur Smith, Shareholder $575
Laura McAlister, Associate $335
Collie Lehn, Jr., Associate $250
James Silvers, Associate $235
Jessica Fisher, Associate $250

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6. The hourly rates set forth above are Ogletrees standard hourly rates for work of
this nature. These rates are set at a level designed to compensate Ogletree fairly for the work of
its attorneys and paralegals and to cover fixed and routine overhead expenses. The hourly rates
set forth above are subject to periodic adjustments to reflect economic and other conditions.
Other attorneys and paralegals within Ogletree may from time to time serve the Debtors in
connection with the matters described herein. Ogletree will maintain detailed, contemporaneous
time records, and will apply to this Court for payment of compensation and reimbursement of
expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, (i.e., time entries at increments of 1/10
th
of an hour), the Local Rules, and any additional
procedures that may be established by this Court in these Chapter 11 Cases. In addition,
Ogletree has agreed to accept as compensation and reimbursement of expenses such sums as may
be ultimately allowed by this Court. Ogletree understands that interim and final fee awards are
subject to approval by this Court.
7. It is Ogletrees policy to charge its clients in all areas of practice for expenses
incurred in connection with the clients case. The expenses charged to a clients case include,
among other things, telecopy charges, travel expenses, postage (including UPS or similar
overnight delivery services), and certain legal research expenses (such as Lexis/Nexis and
Westlaw).
8. Neither I, Ogletree, nor any shareholder or associate of Ogletree, insofar as I have
been able to ascertain, has in the past represented the Debtors largest creditors, any significant
shareholders of the Debtors (holding 5% or more of the beneficial interests in the Debtors) or any
Potential Party in Interest (as defined below), except as hereinafter set forth. In preparing this
affidavit, we used a set of procedures established by Ogletree to ensure compliance with the

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requirements of the Bankruptcy Code and the Bankruptcy Rules regarding retention of
professionals by a debtor or official committee under the Bankruptcy Code. In that regard,
Ogletree requested and obtained from the Debtors a list of the names of entities who may be
parties in interest in the Chapter 11 Cases, including but not limited to, the agents and lenders
under the Debtors senior secured first priority credit facilities, the agents and lenders under the
Debtors senior second priority credit facility, the Debtors largest unsecured creditors, major
customers of the Debtors, the unions representing the Debtors employees subject to collective
bargaining, the pension funds for which the Debtors employees are participants or beneficiaries,
the Debtors liability and property insurers, the Debtors depository and letter of credit banks, the
landlords for the Debtors terminal locations, the Debtors utility providers, present officers and
directors of the Debtors, parties holding significant equity interests in the Debtors, and
professionals representing the Debtors and other parties in interest in the Chapter 11 Cases (the
Potential Parties in Interest).
9. Ogletree maintains and systematically updates its conflict check system in the
regular course of its business, and it is the regular practice of Ogletree to make and maintain
these records. The conflict system maintained by Ogletree is designed to include (i) every active
matter on which Ogletree is engaged, (ii) every closed matter on which Ogletree has been
engaged since 1987, (iii) the entity by which it is now or has been engaged, (iv) the identity of
related parties, (v) the identity of adverse parties and (vi) the attorney at Ogletree that is
knowledgeable about the matter. It is the policy of Ogletree that no new matter may be accepted
or opened within the firm without completing and submitting to those charged with maintaining
the conflict check system the information necessary to check each such matter for conflicts,
including the identity of the prospective client, the matter, and the related and adverse parties.

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Accordingly, the database is updated for every new matter undertaken by Ogletree. The scope of
the system is a function of the completeness and accuracy of the information submitted by the
attorney opening a new matter.
10. Ogletree, a national firm with over 625 attorneys, has in the past represented,
currently represents, and/or may in the future represent, in matters wholly unrelated to the
Debtors chapter 11 cases, certain Potential Parties in Interest (including, without limitation,
those entities set forth on Exhibit 1 attached hereto who are current clients or are related-parties
thereof, and those entities or related-parties thereof set forth on Exhibit 2 attached hereto who
are not current clients of the firm but have been represented by Ogletree in the past. Despite the
efforts described above to identify and disclose connections with parties in interest in these
Chapter 11 Cases, because the Debtors constitute a large enterprise with thousands of creditors
and other relationships, and because Ogletree is a national firm with more than 625 attorneys in
forty-two (42) offices, Ogletree is unable to state with absolute certainty that every client
representation or other connection of Ogletree has been identified and disclosed. In this regard,
if Ogletree discovers additional information that requires disclosure, Ogletree will timely file
supplemental disclosures with this Court.
11. I do not believe there is any connection or interest (as such terms are used in
section 101(14) of the Bankruptcy Code and Bankruptcy Rule 2014(a)) between Ogletree and (i)
the United States Trustee or any person employed by the Office of the United States Trustee or
(ii) any counsel, accountants, financial consultants and investment bankers who represent or may
represent claimants or other parties in interest in the Debtors chapter 11 cases, except as
otherwise described herein. In addition, as part of its practice, Ogletree appears in cases,
proceedings and transactions involving many different attorneys, counsel, accountants, financial
consultants, and investment bankers, some of which now or may in the future represent claimants
and parties in interest in these chapter 11 cases. Ogletree has not represented and will not
represent any such entities in relation to the Debtors and their Chapter 11 Cases, nor, to the best
of my knowledge, does Ogletree have any relationship with any such entities that would be
adverse to the Debtors or their estates in the matters upon which Ogletree is to be employed in
these cases.
12. Except as set forth herein, and based upon the information available to me, neither
I, Ogletree, nor any shareholder or associate thereof, insofar as I have been able to ascertain,
holds or represents any interest adverse to the Debtors or their estates in the matters upon which
Ogletree is to be employed in these cases.
13. No promises have been received by Ogletree, or by any shareholder or associate
thereof, as to compensation in connection with these cases other than in accordance with the
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Ogletree has no
agreement with any other entity to share with such entity any compensation received by
Ogletree. The Debtors owe Ogletree $4,109.49 for prepetition services rendered to the Debtors.
14. To the best of my knowledge, no shareholder or associate of Ogletree is a relative
of, or has been so connected with, any judge of the bankruptcy court for this
district. Accordingly, I understand that the appointment of Ogletree is not prohibited by
Bankruptcy Rule 5002.
. and. sworn to before me
r' _._ day of October 2012
4AO-i'-L 8
Notary Public.,
q I 2c, I 13
Active20151754vl 002872.111292
STEPHE R. WOODS
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Active 20151754v1 002872.111292
RLF1 7358250v.1
Exhibit 1
1
- Current Clients
2

Avis Budget Group, Inc.
Avis Rent A Car System, Inc.
Bank of America
BNSF Railroad Company
Chrysler Group, LLC
Cintas Corporation
Continental Casualty Company
Enterprise Holdings, Inc
Ford Motor Credit Company
Hartford Fire Insurance Company
The Hertz Corporation
IBM, Inc.
Jack Cooper Motor Transport
JP Morgan Chase & Company (JP Morgan Chase Bank)
Manheim, Inc.
Michelin North America, Inc.
PricewaterhouseCoopers, LLP
Toyota Motor Sales, Inc.
Union Pacific Railroad Company
Wells Fargo Bank

1
Parties that are both current clients and former clients of Ogletree are only listed on Exhibit 1Current
Clients.
2
Due to the similarity of names of certain entities, Ogletree was not able to determine if all entities listed
herein are actually affiliates of current clients. However, out of an abundance of caution, Ogletree has listed those
entities which it reasonably believes may be affiliates of current clients.

Active 20151754v1 002872.111292
RLF1 7358250v.1
Exhibit 2 - Former Clients
1

Black Diamond CLO 2005-1 Ltd.
Chubb & Son, a division of Federal Insurance Co
CSX Transportation
Enterprise Transportation, Inc.
Federal Insurance Company
Michelin Americas Research Corporation
National Union Fire Insurance Company

1
Due to the similarity of names of certain entities, Ogletree was not able to determine if all entities listed
herein are actually affiliates of former clients. However, out of an abundance of caution, Ogletree has listed those
entities which it reasonably believes may be affiliates of former clients.

Hearing Date: October 22, 2012 at 10:00 A.M. (EDT) Objection Deadline: October 15 at 4:00 P.M. (EDT)

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Hearing Date: October 22, 2012 at 10:00 A.M. (EDT) Objection Deadline: October 15 at 4:00 P.M. (EDT)

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