RLF1 6097333v.1RLF1 6097333v.1  

IN THE UNITED STATES IN THE UNITED STATES BANKRUPTCY COURTBANKRUPTCY COURT

FOR THE DISTRICT OF DELAWAREFOR THE DISTRICT OF DELAWARE

In re:In re:

ALLIED SYSTEMS HOLDINGS, INC.,ALLIED SYSTEMS HOLDINGS, INC., et al.et al.,,11  

Debtors.Debtors.

Chapter 11Chapter 11

Case No. 12-11564 (CSS)Case No. 12-11564 (CSS)

(Jointly Administered)(Jointly Administered)

Re: DockRe: Docket Nos. et Nos. 73 & 10573 & 105

Hearing Date: July 12, 2012 Hearing Date: July 12, 2012 at 11:00 a.m. (EDT)at 11:00 a.m. (EDT)

Objection Deadline: July 6, 2012 at Objection Deadline: July 6, 2012 at 4:00 p.m. (EDT)4:00 p.m. (EDT)

NOTICE OF ENTRY OF (I) INTERIM ORDER NOTICE OF ENTRY OF (I) INTERIM ORDER AUTHORIZING THE DEBTORS TOAUTHORIZING THE DEBTORS TO

CONTINUE THEIR INSURANCE PROGRAMS AND (II) FINAL HEARING THEREONCONTINUE THEIR INSURANCE PROGRAMS AND (II) FINAL HEARING THEREON

PLEASE TAKE NOTICE that, on June 11, 2012, the above-captioned debtorsPLEASE TAKE NOTICE that, on June 11, 2012, the above-captioned debtors

(collectively, the “(collectively, the “DebtorsDebtors”) filed the”) filed the Motion  Motion for for Order Order Authorizing Authorizing Debtors Debtors to to Continue Continue TheirTheir

 Insurance  Insurance ProgramsPrograms  [Docket No. 73] (the “  [Docket No. 73] (the “MotionMotion”) with the United States Bankruptcy Court”) with the United States Bankruptcy Court

for the District of Delaware (the “for the District of Delaware (the “Bankruptcy CourtBankruptcy Court”). ”). A copy A copy of the of the Motion is attached Motion is attached heretohereto

asas Exhibit AExhibit A..  

PLEASE TAKE FURTHER NOTICE that, following an initial hearing toPLEASE TAKE FURTHER NOTICE that, following an initial hearing to

consider the Motion on June 12, 2012, the Bankruptcy Court entered an order (i) approving theconsider the Motion on June 12, 2012, the Bankruptcy Court entered an order (i) approving the

Motion on an interim basis; and (ii) scheduling a hearing to approve the Motion on a final basisMotion on an interim basis; and (ii) scheduling a hearing to approve the Motion on a final basis

[Docket No. 105] (the “[Docket No. 105] (the “Interim OrderInterim Order”). ”). A copy A copy of the of the Interim Order is Interim Order is attached hereto attached hereto asas

Exhibit BExhibit B..

PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Order,PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Order,

objections or responses to the final relief requested in the Motion, if any, must be made inobjections or responses to the final relief requested in the Motion, if any, must be made in

11The Debtors in these cases, along with the federal tax identification number (or Canadian business numberThe 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 Automotivewhere 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-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 Company0169283); 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-(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 Incorporated2918187); 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-(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 (91-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-

0847582). 0847582). The location of the Debtors’ corporate headquarters and the Debtors’ address for service of process isThe location of the Debtors’ corporate headquarters and the Debtors’ address for service of process is2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

  

  

22RLF1 6097333v.1RLF1 6097333v.1  

writing, filed with the Bankruptcy Court, and served so as to be received by the proposedwriting, filed with the Bankruptcy Court, and served so as to be received by the proposed

undersigned attorneys for the Debtors on or beforeundersigned attorneys for the Debtors on or before July 6, 2012 at 4:00 p.m. (Eastern Daylight July 6, 2012 at 4:00 p.m. (Eastern Daylight

Time)Time)..

PLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Order, thePLEASE TAKE FURTHER NOTICE that, pursuant to the Interim Order, the

final hearing with respect to the Motion, if required, will be held before The Honorablefinal hearing with respect to the Motion, if required, will be held before The Honorable

Christopher S. Sontchi at the Bankruptcy Court, 824 North Market Street, 5Christopher S. Sontchi at the Bankruptcy Court, 824 North Market Street, 5thth

 Floor, Courtroom Floor, Courtroom

6, Wilmington, Delaware 19801 on6, Wilmington, Delaware 19801 on July 12, 2012 at 11:00 a.m. (Eastern Daylight Time)July 12, 2012 at 11:00 a.m. (Eastern Daylight Time)..

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TOPLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCETHE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE

WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE FINALWITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE FINAL

RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE ORRELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR

HEARING.HEARING.

  

  

33RLF1 6097333v.1RLF1 6097333v.1  

Dated: Dated: June June 13, 13, 2011 2011 Respectfully Respectfully submitted,submitted,

Wilmington, DelawareWilmington, Delaware

 /s/ Marisa A. Terranova /s/ Marisa A. Terranova

Mark D. Collins (No. 2981)Mark D. Collins (No. 2981)Christopher M. Samis (No. 4909)Christopher M. Samis (No. 4909)

Marisa A. Terranova (No. 5396)Marisa A. Terranova (No. 5396)

RRICHARDSICHARDS,,  LLAYTONAYTON &&  FFINGERINGER,,  P.A.P.A.One Rodney SquareOne Rodney Square

920 North King Street920 North King Street

Wilmington, Delaware 19801Wilmington, Delaware 19801Telephone Telephone No.: No.: (302) (302) 651-7700651-7700

Facsimile Facsimile No.: No.: (302) (302) 651-7701651-7701

Email: collins@rlf.comEmail: collins@rlf.com

samis@rlf.comsamis@rlf.comterranova@rlf.comterranova@rlf.com

-and--and-

Jeffrey W. Kelley (GA Bar No. 412296)Jeffrey W. Kelley (GA Bar No. 412296)

Ezra H. Cohen (GA Bar No. 173800)Ezra H. Cohen (GA Bar No. 173800)Carolyn P. Richter (GA Bar No. 574097)Carolyn P. Richter (GA Bar No. 574097)

Matthew R. Brooks (GA Bar No. 378018)Matthew R. Brooks (GA Bar No. 378018)

Benjamin R. Carlsen (GA Bar No. 940614)Benjamin R. Carlsen (GA Bar No. 940614)

TTROUTMANROUTMAN SSANDERSANDERS LLPLLPBank of America PlazaBank of America Plaza

600 Peachtree Street, Suite 5200600 Peachtree Street, Suite 5200

Atlanta, Georgia 30308-2216Atlanta, Georgia 30308-2216Telephone Telephone No.: No.: (404) (404) 885-3000885-3000

Facsimile Facsimile No.: No.: (404) (404) 885-3900885-3900

Email: jeffrey.kelley@troutmansanders.comEmail: jeffrey.kelley@troutmansanders.comezra.cohen@troutmansanders.comezra.cohen@troutmansanders.com

carolyn.richter@troutmansanders.comcarolyn.richter@troutmansanders.commatthew.brooks@troutmansanders.commatthew.brooks@troutmansanders.com

benjamin.carlsen@troutmansanders.combenjamin.carlsen@troutmansanders.com

Proposed Counsel for the DebtorsProposed Counsel for the Debtors  

  

  

RLF1 6097333v.1RLF1 6097333v.1  

EXHIBIT AEXHIBIT A

  

Date filed: Date filed: 06/11/1206/11/12

Docket No. 73Docket No. 73

InIn re:re:

IN THE UNITED STATES BANKRUPTCY COURTIN THE UNITED STATES BANKRUPTCY COURT

OROR THE DISTRICT OF DELAWARETHE DISTRICT OF DELAWARE

ChapterChapter

ALLIED SYSTEMS HOLDINGS, INC.,ALLIED SYSTEMS HOLDINGS, INC., et a/.et a/. Case No. 12-11564 (CSS)Case No. 12-11564 (CSS)

Debtors. Debtors. (Joint (Joint AdministraAdministration tion Pending)Pending)

MOTION FOR ORDER AUTHORIZINMOTION FOR ORDER AUTHORIZING DEBTORSG DEBTORS

TO CONTINUE THEIR INSURANCE PROGRAMSTO CONTINUE THEIR INSURANCE PROGRAMS

Allied Systems Holdings, Inc.Allied Systems Holdings, Inc. ( ( Allied Allied Holdings )Holdings ) and its U.S. and Canadianand its U.S. and Canadian

subsidiaries (collectively, thesubsidiaries (collectively, the Debtors )Debtors ) respectfully submit this Motion forrespectfully submit this Motion for anan OrderOrder

Authorizing Debtors to Continue Their Insurance Programs (theAuthorizing Debtors to Continue Their Insurance Programs (the Motion ).Motion ). In supportIn support oo thethe

Motion, the Debtors rely on the DeclarationMotion, the Debtors rely on the Declaration oo ScottScott D.D. Macaulay in SupportMacaulay in Support oo ChapterChapter

Petitions and First Day Motions (thePetitions and First Day Motions (the Macaulay Macaulay Declaration Declaration )) and respectfully show the Courtand respectfully show the Court

asas follows:follows:

JURISDICTION AND VENUEJURISDICTION AND VENUE

ll This Court has jurisdictionThis Court has jurisdiction toto consider this Motion pursuantconsider this Motion pursuant toto 2828 U.S.C.U.S.C. §§ 1334.1334.

This Motion is a core proceeding pursuantThis Motion is a core proceeding pursuant toto 2828 U.S.C. § U.S.C. § 157(b157(b). ). VenueVenue oo this proceedingthis proceeding isis

proper before this Court pursuantproper before this Court pursuant toto 2828 U.S.C.U.S.C. §§§§ 1408 and 1409.1408 and 1409.

The The DebtorsDebtors inin these cases, along with the federal tax identification number (or Cauadian business numberthese cases, along with the federal tax identification number (or Cauadian business number

where applicable) for eachwhere applicable) for each oo the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotivethe Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied AutomotiveGroup, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-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 Company0169283); 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-(87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-

2918187); Cardin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated2918187); Cardin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated

(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC ((58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-

0847582). 0847582). The The locationlocation oo the Debtors the Debtors corporate headquarters acorporate headquarters and nd the Debtors the Debtors address for address for serviceservice oo processprocess isis

2302 Parklake Drive, Bldg.2302 Parklake Drive, Bldg. 1515 Ste. 600, Atlanta, Georgia 30345.Ste. 600, Atlanta, Georgia 30345.

RLFI 6086997v. 2RLFI 6086997v. 2

  

BACKGROUNDBACKGROUND

2.2. On MayOn May 1717 2012, involuntary petitions were filed against Allied Holdings and its2012, involuntary petitions were filed against Allied Holdings and its

subsidiary Allied Systems, Ltd. (L.P.)subsidiary Allied Systems, Ltd. (L.P.) ( Allied Systems )( Allied Systems ) under Chapterunder Chapter 1111 ofof TitleTitle 1111 ofof thethe

United States Code (theUnited States Code (the Bankruptcy Code )Bankruptcy Code ) in this Bankruptcy Court (thein this Bankruptcy Court (the Court ).Court ). OnOn

June 10, 2012, the remaining Debtors filed voluntary petitions in this Court and, in connectionJune 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 filedtherewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed

against against thethem. m. TheThe Petition DatePetition Date ooff such Debtorsuch Debtor isis the date that such involuntary petition orthe date that such involuntary petition or

voluntary petivoluntary petition tion was filed by was filed by or against suor against such Dech Debtor. btor. The chapterThe chapter 1111 cases commenced therebycases commenced thereby

are, are, collectively, thecollectively, the Chapter Cases.Chapter Cases.

3.3. The Debtors are authorized to operate their businessesThe Debtors are authorized to operate their businesses asas debtors-in-possessiondebtors-in-possession

pursuantpursuant to§§to§§ 1107 and 11081107 and 1108 ooff the the Bankruptcy CoBankruptcy Code. de. AsAs ofof the datethe date ooff this Motion,this Motion, nono officialofficial

conunitteeconunittee ofof unsecured creditors has been appointed by the Officeunsecured creditors has been appointed by the Office ooff the United States Trusteethe United States Trustee

4. 4. The The DebtoDebtors' rs' major major lineline ooff business, known in the industrybusiness, known in the industry asas car haul,car haul, isis thethe

transporttransport ofof light vehicles, suchlight vehicles, such asas automobiles, sport-utility vehicles and light trucks, fromautomobiles, sport-utility vehicles and light trucks, from

manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships inmanufacturing plants, ports, auctions, and railway distribution points to automobile dealerships in

the United States and Canada by meansthe United States and Canada by means ooff tractor trailers referredtractor trailers referred to asto as Rigs.Rigs. The Debtors'The Debtors'

smaller linesmaller line ooff business is logistics, which includes arranging for and managing vehiclebusiness is logistics, which includes arranging for and managing vehicle

distributions services, automobile inspections, auction and yard management services, vehicledistributions services, automobile inspections, auction and yard management services, vehicle

tracking, accessorizing, and dealer preparation services for the automobile industry in the Unitedtracking, accessorizing, and dealer preparation services for the automobile industry in the United

States and Canada, and providing yard management servicesStates and Canada, and providing yard management services inin Mexico.Mexico.

5.5. Additional information about the Debtors' businesses, the events leading upAdditional information about the Debtors' businesses, the events leading up toto thethe

Petition Date, and the facts and circumstances surrounding the Debtors and these ChapterPetition Date, and the facts and circumstances surrounding the Debtors and these Chapter 1111

Cases can be found in the Macaulay Declaration, which is incorporated herein by reference.Cases can be found in the Macaulay Declaration, which is incorporated herein by reference.

RL lRL l 6086997v. 26086997v. 2

  

RELIEF REQUESTEDRELIEF REQUESTED

6.6. By this Motion, the Debtors seekBy this Motion, the Debtors seek anan order authorizing themorder authorizing them toto maintain theirmaintain their

insurance programs (theinsurance programs (the Insurance Programs )Insurance Programs ) in accordance with their prepetition practices,in accordance with their prepetition practices,

subject at all timessubject at all times toto that certain budget (thethat certain budget (the Approved Budget )Approved Budget ) asas maymay bebe amended fromamended from

time to time with the consenttime to time with the consent ooff the agent the agent under under the Debtorthe Debtors s debtor-in-possessdebtor-in-possession deion delayed dralayed draww

term loan facility (theterm loan facility (the DIP DIP FacilitFacility y )) and the caps set forth in the Interim and Final Orders.and the caps set forth in the Interim and Final Orders.

7.7. This includes paying the following obligations due before the commencementThis includes paying the following obligations due before the commencement

ooff the Chapterthe Chapter 1111 Cases:Cases: I)I) insurance premiums, (2) deductible reimbursement dueinsurance premiums, (2) deductible reimbursement due toto insuranceinsurance

carriers for insured commercial auto liability claims, andcarriers for insured commercial auto liability claims, and 3)3) amounts due third partyamounts due third party

administrators for benefits administrators for benefits paid or tpaid or to be o be paid under workers paid under workers compensation programs with compensation programs with certaincertain

states for which the Debtors have selstates for which the Debtors have self-insured retention.f-insured retention.

8.8. Also,Also, byby this Motion, the Debtors seek an order authorizing themthis Motion, the Debtors seek an order authorizing them toto continue tocontinue to

pay, in the ordinary coursepay, in the ordinary course ooff business, as they become due during these Chapterbusiness, as they become due during these Chapter IIII Cases:Cases: I)I)

insurance premiums and premium finance installments on insurance policies and premiuminsurance premiums and premium finance installments on insurance policies and premium

finance agreements entered before or after the Petition Date, (2) deductible reimbursement onfinance agreements entered before or after the Petition Date, (2) deductible reimbursement on

commercial auto liability claims arising before or after the Petition Date andcommercial auto liability claims arising before or after the Petition Date and 3)3) amounts due toamounts due to

third party administrators for administrative services and for benefits due on claims arisingthird party administrators for administrative services and for benefits due on claims arising

before or after tbefore or after the Petition Date unhe Petition Date under workers der workers compensation programs with certain states compensation programs with certain states forfor

which the Debtors have self-insured retention.which the Debtors have self-insured retention.

BASIS FOR RELIEFBASIS FOR RELIEF

9.9. The Debtors The Debtors Insurance Programs are Insurance Programs are essential to essential to the continued opethe continued operationration ofof theirtheir

business. business. Furthermore, thFurthermore, the obligations which e obligations which the Debtors sethe Debtors seek ek authorizationauthorization toto pay generally dopay generally do

not diminish the estate because the obligations generally would be categorized as administrativenot diminish the estate because the obligations generally would be categorized as administrative

expense claims or fuexpense claims or fully secured claims. lly secured claims. Thus, thThus, the premiums that are being e premiums that are being paid in installmentspaid in installments toto

-- 3 -3 -RLFI 6086997v. 2RLFI 6086997v. 2

  

the insurance carriers are largely for insurance coverage for periods following the premium duethe insurance carriers are largely for insurance coverage for periods following the premium due

date and date and this coverage would gethis coverage would generally nerally be for a be for a postpetition periopostpetition period. d. Likewise, tLikewise, the unpaidhe unpaid

installments dueinstallments due toto premium finance companies are secured by return premiums, which exceedpremium finance companies are secured by return premiums, which exceed

the amount duthe amount due under e under the premium the premium finance agreemfinance agreements. ents. The The DebtoDebtors rs outstanding outstanding obligationsobligations toto

reimburse insurance carriers for deductible amounts are due largely under commercial autoreimburse insurance carriers for deductible amounts are due largely under commercial auto

liability policies and are secured by cash posted with the insurance carriers as collateral.liability policies and are secured by cash posted with the insurance carriers as collateral.

Similarly, in those states in which the Debtors have a self-insured retention for the workersSimilarly, in those states in which the Debtors have a self-insured retention for the workers

compensation program, the Debtors have secured their obligation by posting cash, surety bonds,compensation program, the Debtors have secured their obligation by posting cash, surety bonds,

or a letteror a letter oo credit with the state.credit with the state.

AA OverviewOverview oo the Debtors' Insurance Programsthe Debtors' Insurance Programs

10.10. The major elementsThe major elements oo the Debtors the Debtors Insurance Programs Insurance Programs since since JanuaryJanuary 11 2006 are2006 are

insurance policies, self-insured retentions, and reinsurance by Haul Insurance Ltd.insurance policies, self-insured retentions, and reinsurance by Haul Insurance Ltd. ( Haul ),( Haul ),

which is a wholly owned subsidiarywhich is a wholly owned subsidiary oo Allied Holdings and which functionsAllied Holdings and which functions asas a captivea captive

msurance company.msurance company.

11.11. The insurance policies insure the Debtors against liability to third parties,The insurance policies insure the Debtors against liability to third parties, asas wellwell

as against thas against the Debtore Debtors s loss loss by by virtuevirtue oo damage damage to to the the Debtors Debtors property property or or business. business. TheThe

insured liabilitiesinsured liabilities toto third parties include commercial automobile liability, workersthird parties include commercial automobile liability, workers

compensaticompensation on liability, liability, commercial commercial genergeneral liability, al liability, directodirectors rs and and officeofficers rs liability, liability, fiduciaryfiduciary

liability, fuel storage tank liability, employment practices liability, fidelity insurance liability,liability, fuel storage tank liability, employment practices liability, fidelity insurance liability,

and environmental and environmental liability. liability. The The insurance insurance fofor damager damage toto the Debtors the Debtors property property and and businessbusiness

includes property damage and damage caused by business disruption.includes property damage and damage caused by business disruption. InIn addition, the Debtorsaddition, the Debtors

maintmaintain eain excess liability xcess liability coverage coverage for for certain certain risks. risks. AttachedAttached toto this Motion asthis Motion as ExhibitExhibit AA isis

sununarysununary oo the major insurance policies in effect for the current year with respectthe major insurance policies in effect for the current year with respect toto thethe

RLFI 6086997v. 2RLFI 6086997v. 2

  

DebtoDebtors rs U.S. opU.S. operations. erations. Attached Attached to to this this Motion Motion asas ExhibitExhibit isis a summarya summary oo the majorthe major

insurance policies in effect for insurance policies in effect for the current ythe current year with respect ear with respect to the Debtors to the Debtors Canadian operaCanadian operations.tions.

1212 Generally, the insurance policies are issued for a termGenerally, the insurance policies are issued for a term oo a year and premiums area year and premiums are

due at the beginningdue at the beginning oo the the term. term. With With respectrespect toto certaincertain oo the policies, the Debtors makethe policies, the Debtors make

arrangements to pay arrangements to pay the premium over the premium over time. time. Under these arrangemeUnder these arrangements, the Debtors nts, the Debtors make amake a

down paymentdown payment atat the beginningthe beginning oo the term and pay the balancethe term and pay the balance oo the premium in monthlythe premium in monthly

installments over a periodinstallments over a period oo less thless than a yan a year. ear. With respect to certain other pWith respect to certain other polices the premiumsolices the premiums

are financed by premium finance companies.are financed by premium finance companies. PursuantPursuant toto the premium finance agreements, thethe premium finance agreements, the

premipremium finaum finance company pance company pays the ys the annual annual premium on premium on the Debtors the Debtors behalbehalff atat the inceptionthe inception oo

the policy term and the Debtors repay the advance by making a down payment to the premiumthe policy term and the Debtors repay the advance by making a down payment to the premium

finance companyfinance company atat the beginningthe beginning oo the term and by paying the balance in monthly paymentsthe term and by paying the balance in monthly payments

over a periodover a period oo less less than a yethan a year. ar. With respect With respect to both paymentto both payment oo the premiums in installmentsthe premiums in installments

and paymentand payment oo installments to premium finance companies, the payment schedule is set upinstallments to premium finance companies, the payment schedule is set up soso

that the each installmentthat the each installment isis for coverage after the due date.for coverage after the due date.

1313 The Debtors The Debtors two major two major Insurance Programs, m Insurance Programs, m termsterms oo cost, risk andcost, risk and

importance, are its importance, are its programs for commercprograms for commercial automobile liability and fial automobile liability and for workers or workers compensationcompensation

liability. liability. The Debtors cannot The Debtors cannot operate operate its Rigits Rigs on s on the U.S. or Canadian the U.S. or Canadian highways withouthighways without

commercial automobile liability insurance and cannot operate in any state or Canadian provincecommercial automobile liability insurance and cannot operate in any state or Canadian province

in which it does not satisfy the statin which it does not satisfy the state e s or province s or province s s requiremrequirements with respect to workersents with respect to workers

compensaticompensation insuranon insurance. ce. Because tBecause the premiumhe premiums for the insurance ps for the insurance policies covering olicies covering these risksthese risks

are high, the Debtors pay the premiums in monthly installments, pursuant to the financingare high, the Debtors pay the premiums in monthly installments, pursuant to the financing

arrangements outlined above.arrangements outlined above.

-- 5 -5 -RLFI RLFI 6086997v6086997v. 2. 2

  

BB The Debtors' U.S. Commercial Auto Liability Insurance ProgramThe Debtors' U.S. Commercial Auto Liability Insurance Program

14.14. The Debtors' commercial auto liability policies have always provided occurrenceThe Debtors' commercial auto liability policies have always provided occurrence

coverage, whereby accidents which occur during the termcoverage, whereby accidents which occur during the term oo a policy are covered by that policya policy are covered by that policy

eveneven ii the claimthe claim isis not reported until after the endnot reported until after the end oo the the term. term. The The DebtoDebtors' commercial rs' commercial autoauto

liability policies have historically provided for high deductiblesliability policies have historically provided for high deductibles oo 500,000 or more until this500,000 or more until this

year, when the deductible was reducedyear, when the deductible was reduced toto 250,000250,000. . The The policies policies provide fprovide for or the the insuinsurer'srer's

paymentpayment oo amounts required to defend, settle or satisfy claims and for the insurer's rightamounts required to defend, settle or satisfy claims and for the insurer's right toto

reimbursement from the Debtors, up to the amountreimbursement from the Debtors, up to the amount oo the deductible, for the insurer's paymentsthe deductible, for the insurer's payments

in settlement or satisfactionin settlement or satisfaction oo those claims, athose claims, and nd in in some some instinstances, for defense ances, for defense costs. costs. TheThe

insurer bills the Debtors monthly for any deductible amounts which the insurer paid in theinsurer bills the Debtors monthly for any deductible amounts which the insurer paid in the

preceding month. preceding month. The insurThe insurers have aers have always relways required the quired the Debtors to post sDebtors to post security fecurity for thor thee

Debtors' Debtors' payment obligation with resppayment obligation with respectect toto their deductible.their deductible.

15.15. Since January I, 2006, with the exceptionSince January I, 2006, with the exception oo 2009, the Debtors' commercial auto2009, the Debtors' commercial auto

liability policies for U.S. operations have been issued by an insurerliability policies for U.S. operations have been issued by an insurer ( Chartis )( Chartis ) affiliated withaffiliated with

Chartis, Inc.Chartis, Inc. AsAs oo 2012, the Debtors have posted with Chartis cash2012, the Debtors have posted with Chartis cash oo about about 4,746,537 4,746,537 toto

secure its obligationssecure its obligations toto Chartis under the deductible provisionsChartis under the deductible provisions oo the policies, as wellthe policies, as well asas toto

secure obligationssecure obligations toto Chartis acting in the capacityChartis acting in the capacity oo third party administratorthird party administrator oo the Debtor'sthe Debtor's

workers' compensation program, as discussed below, in states where the Debtors have a self-workers' compensation program, as discussed below, in states where the Debtors have a self-

insured retention and Chartis provides excess insurance coverage.insured retention and Chartis provides excess insurance coverage.

16.16. In 2009, the Debtors' commercial auto liability insurance policy was issued by anIn 2009, the Debtors' commercial auto liability insurance policy was issued by an

insurerinsurer ( Ace )( Ace ) affiliated with affiliated with the Ace Gthe Ace Grouroup. p. The deductible amount The deductible amount waswas 11 million permillion per

accident. accident. The Debtors have posted wThe Debtors have posted with Ace cith Ace cash in ash in the amountthe amount oo about 2,009,000about 2,009,000 toto securesecure

the Debtors' payment obligations under the deductible provisionthe Debtors' payment obligations under the deductible provision oo the policy.the policy.

RLFl 6086997v. 2RLFl 6086997v. 2

  

17.17. No reliefNo relief isis sought in this Motion for commercial auto liability insurance issuedsought in this Motion for commercial auto liability insurance issued

for for years before 2006 years before 2006 for U.S. for U.S. operations. operations. BefoBefore re JanuaryJanuary 11 2006, the deductibles under the2006, the deductibles under the

DebtoDebtors' rs' commercial commercial auto liability auto liability policy werpolicy were reinsure reinsured ed by Hby Haul. aul. When When the insurathe insurancence

companies which issued the pre-2006 commercial auto policies ceded the insurance to Haul, thecompanies which issued the pre-2006 commercial auto policies ceded the insurance to Haul, the

reinsured insurance company paid Hareinsured insurance company paid Haul a ul a reinsurance premiureinsurance premium. m. Haul haHaul has used these premiumss used these premiums

toto pay deductible amounts andpay deductible amounts and asas collateral to support letterscollateral to support letters oo credit issued for the benefitcredit issued for the benefit oo

the reinsured insurance company in order to secure Haul's remaining obligations under thethe reinsured insurance company in order to secure Haul's remaining obligations under the

reinsurance agreement.reinsurance agreement.

CC The Debtors' Canadian Commercial Auto Liability Insurance ProgramThe Debtors' Canadian Commercial Auto Liability Insurance Program

18. 18. Since Since JanuaryJanuary 11 2006, the Debtors' commercial auto insurance policies for2006, the Debtors' commercial auto insurance policies for

Canadian operations have been issued by an insurerCanadian operations have been issued by an insurer ( Chartis Canada )( Chartis Canada ) affiliated with Chartisaffiliated with Chartis

Insurance CompanyInsurance Company oo Canada, Inc. Canada, Inc. Until 2009, Until 2009, Haul reinsured Haul reinsured deductdeductible amounts under ible amounts under thesethese

auto auto policies. policies. Beginning Beginning inin 2009, Haul ceased reinsuring and the Debtors posted cash to secure2009, Haul ceased reinsuring and the Debtors posted cash to secure

its payment obligations with respect to deductibles.its payment obligations with respect to deductibles. AsAs oo 2012, Chartis and Haul have together2012, Chartis and Haul have together

posted cashposted cash oo about about 3.6 3.6 millionmillion toto secure their obligationssecure their obligations toto Chartis Canada under theChartis Canada under the

deductible provisionsdeductible provisions oo the policies.the policies.

D. D. The The Debtors' Debtors' U.S. U.S. Worker's Worker's Compensation Compensation Insurance Insurance ProgramProgram

19.19. In each state in which they operate, the Debtors are required to meet that state'sIn each state in which they operate, the Debtors are required to meet that state's

requirements for requirements for workerworkers' s' compensation compensation insurance. insurance. In In most stamost states ttes the he Debtors Debtors meet theimeet theirr

requirements by arranging for primary workers' compensation msurance.requirements by arranging for primary workers' compensation msurance. Workers'Workers'

compensation insurancecompensation insurance isis issued annually and provides occurrence coverage, whereby theissued annually and provides occurrence coverage, whereby the

insurer is liable for all claims occurring during the policy year eveninsurer is liable for all claims occurring during the policy year even ii a worker injured that yeara worker injured that year

failsfails toto make a claim until a subsequent year ormake a claim until a subsequent year or isis entitledentitled toto paymentpayment oo workers' compensationworkers' compensation

benefits in subsequent benefits in subsequent years. years. In In a a few states, few states, the Debtors the Debtors meet their meet their requirements byrequirements by

-- 7 -7 -RLFI 6086997v. 2RLFI 6086997v. 2

  

  

collateralizing a self-insured collateralizing a self-insured retentretention anion and arrangd arranging fing for exceor excess msurance covess msurance coverage. rage. ChartisChartis

provides that excess insurance coverage.provides that excess insurance coverage.

20. 20. Since Since JanuaryJanuary 11 2006, the Debtors have met the workers' compensation2006, the Debtors have met the workers' compensation

insurance requirementsinsurance requirements ofof most states through primary insurance coverage provided by Chartis.most states through primary insurance coverage provided by Chartis.

These These insurance insurance policies policies provide provide first dofirst dollar llar coverage, coverage, with with no no deductible. deductible. The The premiums premiums areare

based on the amountbased on the amount ooff the insured companies' anticipated payroll fothe insured companies' anticipated payroll for the r the policy ypolicy yearear. . TheThe

premiumpremium isis subject to a retrospective adjustment based on payroll audits after the endsubject to a retrospective adjustment based on payroll audits after the end ooff thethe

policy yearpolicy year. . Following an annuaFollowing an annual audit, the Debtors either l audit, the Debtors either pay a retrospective premium owed opay a retrospective premium owed orr

are refunded overpayments that were made. No relief is sought with respectare refunded overpayments that were made. No relief is sought with respect toto these policiesthese policies

exceptexcept toto pay premiums.pay premiums.

21.21. Since JanuarySince January 11 2006, the Debtors have met their workers' compensation2006, the Debtors have met their workers' compensation

insurance requirements in the statesinsurance requirements in the states ooff Georgia, Missouri and Ohio, by collateralizing a selfGeorgia, Missouri and Ohio, by collateralizing a self

insured retentioninsured retention ( SIR )( SIR ) and by providing insurance ( Excessand by providing insurance ( Excess Insurance )Insurance ) for liability infor liability in

excessexcess ofof the SIRthe SIR, up , up to the to the statstates' es' statutory statutory limits. limits. In Georgia In Georgia and Missouri, and Missouri, the SIRthe SIR isis

$500,000 per $500,000 per occurrence and in Ohio the SIR occurrence and in Ohio the SIR is $350,000 is $350,000 per occurrence. per occurrence. To collateralize itsTo collateralize its

SIR in Georgia, the Debtors have provided Georgia with cash collateralSIR in Georgia, the Debtors have provided Georgia with cash collateral ooff $1.81 million.$1.81 million. ToTo

collateralizecollateralize itsits SIR in Missouri, the Debtors have provided Missouri with collateralSIR in Missouri, the Debtors have provided Missouri with collateral ofof $550,000$550,000

in U.S. Treasury Bonds held in escrow, a surety bond in the amountin U.S. Treasury Bonds held in escrow, a surety bond in the amount ooff $1.9 million issued by$1.9 million issued by

Fidelity and DepositFidelity and Deposit Co.Co. ooff Maryland, and another bond in the amountMaryland, and another bond in the amount ooff $250,000. To$250,000. To

collateralize its SIR in Ohio, the Debtors have provided Ohio with collateralcollateralize its SIR in Ohio, the Debtors have provided Ohio with collateral ooff $1.748 million$1.748 million inin

cash.cash.

22. 22. Until Until JulyJuly 11 2008, the Debtors met their workers' compensation requirement in2008, the Debtors met their workers' compensation requirement in

FloridFlorida a by collateralizing by collateralizing their SIR and their SIR and by providing by providing Excess Insurance. Excess Insurance. To collateralize To collateralize theirtheir

-- 88RLFRLF 1 6086997v. 21 6086997v. 2

  

SIR in Florida, the Debtors have posted a letterSIR in Florida, the Debtors have posted a letter oo credit issued by Fidelity Bank in the amountcredit issued by Fidelity Bank in the amount

oo 973,000 and have collateralized the letter973,000 and have collateralized the letter oo creditcredit byby posting cash with Fidelityposting cash with Fidelity Banlc.Banlc. SinceSince

JulyJuly 11 2008, the Debtors have met their workers' compensation requirement in Florida by2008, the Debtors have met their workers' compensation requirement in Florida by

arranging for Chartis to provide primary insurance coverage witharranging for Chartis to provide primary insurance coverage with nono deductible,deductible, asas described indescribed in

paragraphparagraph 1818 oo this Motion.this Motion.

23. 23. SimilarlSimilarly, y, until until July July I, 2004, I, 2004, the the Debtors Debtors met met their their workers' compensworkers' compensationation

requirement in Kentucky requirement in Kentucky by collateralizing their SIR and by collateralizing their SIR and by by providinproviding Excg Excess insurance. ess insurance. ToTo

collateralize their SIR in Kentucky, the Debtors posted a surety bond in the amountcollateralize their SIR in Kentucky, the Debtors posted a surety bond in the amount oo

3,780,526. 3,780,526. There aThere are only re only seven open seven open claims in Kentuclaims in Kentucky undcky under that SIer that SIR. R. For For periods afterperiods after

July I, 2004, the Debtors have met their workers' compensation requirement in Kentucky byJuly I, 2004, the Debtors have met their workers' compensation requirement in Kentucky by

arranging arranging fofor primary insurance r primary insurance coverage with no coverage with no deductibledeductible..

24. 24. Chartis Chartis actsacts asas third party administrator with respect to the Debtors' self-third party administrator with respect to the Debtors' self-

insurance retention programs for years since January I, 2006. Chartis advances the amountinsurance retention programs for years since January I, 2006. Chartis advances the amount

necessarynecessary toto pay claims pay claims and seeks and seeks reimbursement from the Dereimbursement from the Debtorsbtors. . The collateThe collateral posted withral posted with

Chartis secures Chartis secures the Debtors' the Debtors' reimbursement obligation. reimbursement obligation. For earlier For earlier years years Broadspire Services,Broadspire Services,

Inc.Inc. ( Broadspire )( Broadspire ) actsacts asas third party third party administrator. administrator. Broadspire advBroadspire advances the ances the amount namount necessaryecessary

to pay smaller claims anto pay smaller claims and seeks reimbursement from the Debtd seeks reimbursement from the Debtors. ors. With respect to largeWith respect to larger claims,r claims,

the Debtors prepay Broadspire for the amountthe Debtors prepay Broadspire for the amount oo these these claimsclaims..

E. E. The The Debtors' Debtors' Canadian Canadian Workers' Workers' Compensation Compensation ProgramProgram

25. 25. In In CanadCanada, a, the the Debtors Debtors are are required required to to pay pay workers' compensatworkers' compensation ion premiums premiums toto

seven provincial agencies to insure the Debtors' Canadian workers in the caseseven provincial agencies to insure the Debtors' Canadian workers in the case oo work-relatedwork-related

injuries or illninjuries or illnesses. Tesses. The provincial agency he provincial agency pays benefits pays benefits to the to the workersworkers. . One One essentialessential

determinantdeterminant oo the premium calculation in all provincesthe premium calculation in all provinces isis the amountthe amount oo payroll.payroll.

RLFI 6086997v. 2RLFI 6086997v. 2

  

2626 Premium calculation, payment schedules and retrospective premium adjustmentPremium calculation, payment schedules and retrospective premium adjustment

vary among vary among the pthe provinces. rovinces. In In some some provinces payroll provinces payroll for a for a given given yearyear isis estimatestimated. ed. In In others,others,

the premiums are based on ththe premiums are based on the actual e actual payroll for a given payroll for a given month. month. In onIn one province, e province, the premiumthe premium

for the yearfor the year isis due at the beginningdue at the beginning ooff the yearthe year. . In other In other provinces the premiums arprovinces the premiums are due monthlye due monthly

or quarterly.or quarterly. InIn some provinces the retrospective adjustment is solely on the difference betweensome provinces the retrospective adjustment is solely on the difference between

estimatestimated payroll ed payroll and actuaand actual payrol payroll. ll. In other In other provinces the retrospective provinces the retrospective adjustment is basedadjustment is based

alsoalso onon the difference between the amountthe difference between the amount ooff expected claims and the expected claims and the amountamount ofof actual claims.actual claims.

F. F. The The NecessityNecessity oo Continuing Continuing the the Debtors Debtors Insurance ProgramsInsurance Programs

2727 As stated above, the Debtors' the Debtors' Insurance Programs for commercialAs stated above, the Debtors' the Debtors' Insurance Programs for commercial

auto liability program anauto liability program and workers' cod workers' compensation program ampensation program are most re most crucialcrucial. . To the To the extent aextent a

premium payment, a SIR payment or a deductible reimbursement payment became duepremium payment, a SIR payment or a deductible reimbursement payment became due

prepetition or becomes due postpetition, the Debtors seek authority, in their discretion, toprepetition or becomes due postpetition, the Debtors seek authority, in their discretion, to malcemalce

such payments in the same manner that such payments were made priorsuch payments in the same manner that such payments were made prior toto the Petition Date.the Petition Date.

2828 Debtors' other Insurance Programs should alsoDebtors' other Insurance Programs should also bebe maintainemaintained. d. The The DebtorsDebtors

would not be operating their business prudentlywould not be operating their business prudently iiff they were they were not not maintained. maintained. Moreover, Moreover, pursuantpursuant

to the termsto the terms ofof manymany ofof their leases and commercial contracts,their leases and commercial contracts, asas wellwell asas the guidelinesthe guidelines

established by the United States Trustee, the Debtors are obligatedestablished by the United States Trustee, the Debtors are obligated toto remain current with respectremain current with respect

to certainto certain ooff their primary insurance policies.their primary insurance policies.

G. G. Major Major Amounts Amounts Due Due and and Becoming Becoming DueDue

2929 The amountThe amount ooff about 816,000about 816,000 isis due to Chartis on June I, 2012 for the finaldue to Chartis on June I, 2012 for the final

annual premiumannual premium forfor commercial auto liability, workers' compensation liability (primary andcommercial auto liability, workers' compensation liability (primary and

excess), and excess), and commercial commercial generageneral lial liability. bility. The The amountamount ofof about about 1.2 1.2 million wmillion was as billed billed byby

Chartis before the commencementChartis before the commencement ofof the Chapterthe Chapter IIII Cases for deductible reimbursement and forCases for deductible reimbursement and for

reimbursementreimbursement ooff advances made by Chartis as third party administratoradvances made by Chartis as third party administrator ooff workers'workers'

-- 1010RLFl 6086997v. 2RLFl 6086997v. 2

  

compensation programs. compensation programs. On On July July I, 2012, I, 2012, three premiwthree premiwn fn finance installments totaling $15inance installments totaling $152,3972,397

will become will become due. due. Also oAlso on n July I, 2012, July I, 2012, a a prepremiumiumm oo $67,699 will be due for property$67,699 will be due for property

insuranceinsurance. . In additiIn addition, monthly on, monthly deductible deductible reimbursement and reimbursement and reimbursementreimbursement oo self-insuredself-insured

retention on commercial auto liability claims and workers' compensation claims averages aboutretention on commercial auto liability claims and workers' compensation claims averages about

$430,000 mo$430,000 monthly. nthly. Also, premiums Also, premiums are are due due periodicallperiodically oy on Canadian n Canadian workworkers' ers' compensationcompensation

msurance.msurance.

HH uthoritiesuthorities

3030. . The The statutory statutory predicates predicates fofor r the the relirelief ef sought sought herein herein are are Sections Sections 363(363(b)(b)(l) l) andand

105(a)105(a) oo the Bankruptcy Cthe Bankruptcy Code. ode. Courts in Courts in this District this District regularly authorize debtorsregularly authorize debtors toto maintainmaintain

insurance coverage where, as here, itinsurance coverage where, as here, it isis in the best interestsin the best interests oo the estates.the estates. See, e.g.,See, e.g., nn rere

FilenFilene e s s BasemenBasement, t, Inc.Inc.,, Case No. 09-11525 (MFW) (Bankr.Case No. 09-11525 (MFW) (Bankr. D.D. De.De. MayMay 5,5, 2009);2009); nn rere

Abitibibowater, Inc.,Abitibibowater, Inc., Case No. 09-11296 (KJC) (Bankr.Case No. 09-11296 (KJC) (Bankr. D.D. Del Apr.Del Apr. 17,17, 2009);2009); nn rere Sportsman sSportsman s

Warehouse, Inc.,Warehouse, Inc., Case No. 09-10990 (CSS) (Bankr.Case No. 09-10990 (CSS) (Bankr. D.D. Del. Mar.Del. Mar. 23,23, 2009);2009); nn rere MasoniteMasonite

Corp.,Corp., Case No. 09-10844 (PJW) (Bankr.Case No. 09-10844 (PJW) (Bankr. D.D. Del. Mar. 17, 2009; InDel. Mar. 17, 2009; In rere Norte Norte Networks, Networks, Inc.,Inc.,

Case No. 09-10138 (KG) (Bankr.Case No. 09-10138 (KG) (Bankr. D.D. Del.Del. Jan.Jan. 15,15, 20092009 ;; nn rere Motor Coach IndustriesMotor Coach Industries

International, Inc.,International, Inc., Case No. 08-12136 (BLS) (Bankr.Case No. 08-12136 (BLS) (Bankr. D.D. Del. Sept.Del. Sept. 16,16, 2008) (interim order).2008) (interim order).

BecauseBecause oo the necessitythe necessity oo maintaining the Debtors' Insurance Programs, similar relief ismaintaining the Debtors' Insurance Programs, similar relief is

appropriate in these Chapterappropriate in these Chapter 1111 Cases.Cases.

31. 31. Any Any payments payments made made by by the the Debtors Debtors under under the the authorityauthority oo the Court are not, andthe Court are not, and

shall not be deemed, an admissionshall not be deemed, an admission asas toto the validitythe validity oo the underlying obligations, a waiverthe underlying obligations, a waiver oo

any rights the Debtors may have to subsequently dispute such obligations, or an assumptionany rights the Debtors may have to subsequently dispute such obligations, or an assumption oo

any agreements, contracts or leases under Section 365any agreements, contracts or leases under Section 365 oo the Bankruptcy Code. Furthermore,the Bankruptcy Code. Furthermore,

nothing hereinnothing herein isis meant to seek relief from the automatic stay under §362meant to seek relief from the automatic stay under §362 oo the Bankruptcythe Bankruptcy

Code.Code.

-- 1111 --RLF16086997v. 2RLF16086997v. 2

  

32. 32. Based Based on on the the foregoinforegoing, thg, the e Debtors Debtors submit submit the the relrelief ief requested requested is is necessary necessary andand

appropriate,appropriate, isis in the best interestsin the best interests ooff their estates and creditors, and should be granted intheir estates and creditors, and should be granted in allall

respects.respects.

II SatisfactionSatisfaction oo RequirementsRequirements oo Bankruptcy Rule 6003 as to Interim ReliefBankruptcy Rule 6003 as to Interim Relief

333.3. As noted above, maintenanceAs noted above, maintenance ooff insuranceinsurance isis necessary in ordernecessary in order forfor the Debtorsthe Debtors toto

operate their business and payments required to maintain such insurance are currently due or areoperate their business and payments required to maintain such insurance are currently due or are

coming due withincoming due within 2121 daysdays ooff the the Petition Petition Date. Date. Thus, Thus, the interim the interim insurance insurance relireliefef isis vitalvital toto

avoid immediate and irreparable haavoid immediate and irreparable harm. rm. Accordingly, the Debtors submit Accordingly, the Debtors submit that Bankruptcy that Bankruptcy RuleRule

6003 is satisfied.6003 is satisfied.

JJ WaiverWaiver oo Bankruptcy Rule 6004 a) and 6004 h)Bankruptcy Rule 6004 a) and 6004 h)

3434. . To To implement implement the the foregoing foregoing successfully, successfully, the the Debtors Debtors request request that that the the Court Court enterenter

an order providing that noticean order providing that notice ofof the relief requested herein satisfies Bankruptcy Rule 6004(a)the relief requested herein satisfies Bankruptcy Rule 6004(a)

and that the Debtors have established causeand that the Debtors have established cause toto exclude such relief from the 14-day stay providedexclude such relief from the 14-day stay provided

under Bankruptcy Rule 6004(h).under Bankruptcy Rule 6004(h).

NOTICENOTICE

35.35. NoticeNotice ofof this Motion has been provided via facsimile, overnight delivery service,this Motion has been provided via facsimile, overnight delivery service,

electronic transmission or same-day messenger service to: (i) the Officeelectronic transmission or same-day messenger service to: (i) the Office ooff the United Statesthe United States

Trustee for the DistrictTrustee for the District ooff DelawareDelaware; (ii) ; (ii) counsel for thcounsel for the agent e agent for for the Debtorthe Debtors s proposed debtorproposed debtor

in-possession lenders; (iii) counsel for The CIT Group/Business Credit, Inc.,in-possession lenders; (iii) counsel for The CIT Group/Business Credit, Inc., asas resigning agentresigning agent

under the Debtors under the Debtors first lien credit first lien credit agreement, counsel agreement, counsel for BDCM Opportunity Fundfor BDCM Opportunity Fund IIII LP,LP,

Black Diamond CLO 2005-1 Adviser L.L.C. and Spectrum Investment Partners LP and eachBlack Diamond CLO 2005-1 Adviser L.L.C. and Spectrum Investment Partners LP and each

other lender under the Debtors other lender under the Debtors first lien credit agreemenfirst lien credit agreement; (iv) t; (iv) counsel for Thcounsel for The Banke Bank ofof NewNew

York Mellon, in its capacityYork Mellon, in its capacity asas administrative agent and collateral agent under the Debtorsadministrative agent and collateral agent under the Debtors

second lien credit agreement; (v) second lien credit agreement; (v) the Debtors the Debtors twenty (20) largest unsecured credtwenty (20) largest unsecured creditors listed initors listed in

-- 1212RLF I 6086997v. 2RLF I 6086997v. 2

  

the Debtors' consolidated listthe Debtors' consolidated list oo creditors (excluding insiders); (vi) Bankcreditors (excluding insiders); (vi) Bank oo America, FidelityAmerica, Fidelity

National Bank, J.P. Morgan ChaseNational Bank, J.P. Morgan Chase BanlcBanlc and Bankand Bank oo Nova Scotia, which are the banks withNova Scotia, which are the banks with

which the Debtors which the Debtors maintain theimaintain their primary banking rr primary banking relationships; elationships; and (vii) and (vii) all other personsall other persons

requesting requesting noticesnotices.. AsAs this Motionthis Motion isis seeking seeking first first day day relief, relief, within within twotwo (2)(2) business daysbusiness days oo

the hearing on this Motion, the Debtors will serve copiesthe hearing on this Motion, the Debtors will serve copies oo this Motion and any order entered inthis Motion and any order entered in

respect respect to this Motion ato this Motion as required s required by Local by Local Rule 9013-lRule 9013-l(m). (m). In lightIn light oo the expedited naturethe expedited nature oo

the relief requested, the Debtors respectfully submit thatthe relief requested, the Debtors respectfully submit that nono further noticefurther notice isis necessary.necessary.

ON LUSIONON LUSION

WHEREFOREWHEREFORE the Debtors respectfully request entrythe Debtors respectfully request entry oo an order granting the reliefan order granting the relief

requested herein, and granting the Debtors such other and further reliefrequested herein, and granting the Debtors such other and further relief asas may may be be just. just. A A formform

oo Interim OrderInterim Order isis attachedattached asas ExhibitExhibit hereto and a formhereto and a form oo Final OrderFinal Order isis attached asattached as

Exhibit DExhibit D hereto.hereto.

--    33 --RLFl 6086997v. 2RLFl 6086997v. 2

  

Dated:Dated: June 11, 2012June 11, 2012

WiWillmington, Delawaremington, Delaware

RLFI 6086997v.RLFI 6086997v. 22

MarkMark .. CC ins ins No. No. 29812981

ChristopChristop rr M. M. Samis Samis NoNo.. 4909)4909)

RICHA RICHA S, S, LAYTON LAYTON FINGER,FINGER, P P AA

One Rodney SquareOne Rodney Square920 North King 920 North King StreeStreett

Wilmington, Delaware 19801Wilmington, Delaware 19801

Telephone NoTelephone No  : : 302)302) 651-7700651-7700

FacsimileFacsimile NoNo : : 302) 651-7701302) 651-7701

Email: collins@rlf.comEmail: collins@rlf.com

samis@rlf.comsamis@rlf.com

-and--and-

Jeffrey W. KelleyJeffrey W. Kelley GAGA BarBar NoNo .. 412296)412296)

EzraEzra HH.. Cohen Cohen GA Bar GA Bar No. 173800)No. 173800)

Carolyn P. RichterCarolyn P. Richter GAGA Bar No.Bar No. 574097)574097)

MatthMatthew R.ew R. BrooksBrooks GAGA BarBar NoNo .. 378018)378018)

BenjaminBenjamin R.R. Carlsen Carlsen GA GA BarBar NoNo .. 940614)940614)

TROUTMAN SANDERSTROUTMAN SANDERS LLPLLP

BankBank ooff America PlazaAmerica Plaza

600 Peachtree 600 Peachtree StreeStreett,, Suite 5200Suite 5200

AtlantaAtlanta,, Georgia 30308Georgia 30308--22162216

TelephoneTelephone No.No. :: 404)404) 885-3000885-3000

Facsimile Facsimile No.: No.: 404) 404) 885-3900885-3900

Email: jeffreyEmail: jeffrey kellkelley@troutmey@troutmansanders. comansanders. com

ezra.cohen@troutmansandersezra.cohen@troutmansanders..comcom

carolyn.richter@troutmansanderscarolyn.richter@troutmansanders..comcom

matthew.matthew.brooks@trobrooks@trouutmansanderstmansanders..comcom

benjaminbenjamin..carlsen@troutmansanderscarlsen@troutmansanders ..comcom

Proposed ounselProposed ounsel forfor the Debtorsthe Debtors

-- 1414 --

  

EXHIBIT AEXHIBIT A

SummarySummary ofof DebtorsDebtors U SU S InsuranceInsurance

llLFIllLFI 6086997v 26086997v 2

  

PolicyPolicy SummarySummary US)US)

AlliedAllied Holdings, Inc.Holdings, Inc. andand SubsidiariesSubsidiaries

AsAs oo ayay 30 201230 2012

< \ ·< \ ·

Commercial General LiabilityCommercial General Liability 1/1/111/1/11 111113111113 National Union Fire Insurance CompanyNational Union Fire Insurance Company

Workers CompensationWorkers Compensation 111112111112 111/13111/13

NewNew Hampshire Insurance CompanyHampshire Insurance Company

NewNew Hampshire Insurance CompanyHampshire Insurance Company

Commerce & Industry Ins CompanyCommerce & Industry Ins Company

National Union Fire Insurance CompanyNational Union Fire Insurance Company

National Union Fire Insurance CompanyNational Union Fire Insurance Company

Illinois National Insurance CompanyIllinois National Insurance Company

l l ~ n o i sl l ~ n o i s N a t i o n a l l n s l l ~ " n c eN a t i o n a l l n s l l ~ " n c e ompanyompany

ExceExcess Liability ss Liability -- 11OX5OX5 Lexington Insurance CompanyLexington Insurance Company

Excess Liability -10X15Excess Liability -10X15 1/11121/1112 111/13111/13 Chartis Insurance CompanyChartis Insurance Company

Excess Liability -Excess Liability - 25X25X2525 1/11121/1112 111113111113 Interstate FireInterstate Fire && CasualtyCasualty

Excess LiabilityExcess Liability 1/1/121/1/12 111113111113 LexingtonLexington l n _ ; ; ~ r a n c el n _ ; ; ~ r a n c e CompanyCompany--

GL0949396GL0949396

WC001705119WC001705119

WC001705120WC001705120

WC001705125WC001705125

WC0910913WC0910913

WC0910912WC0910912

WC001705121WC001705121

DPB 170DPB 170 5151 2626

005631584005631584

BE3298594BE3298594

HFX-000-485-59959HFX-000-485-59959

1779001717790017

6/10/20126/10/2012

Bodily Injury and Property Damage CombinedBodily Injury and Property Damage Combined

25,0025,000,000 General Aggregate0,000 General Aggregate

5,000,000 Products/Completed Operations Aggregate5,000,000 Products/Completed Operations Aggregate

5,000,000 Personal and Advertising Injury5,000,000 Personal and Advertising Injury5,000,000 Each Occurrence5,000,000 Each Occurrence

AOSAOS

CACA

MA WAWIMA WAWI

Ohio: Ohio: 350,000 350,000 SIRSIR

Georgia Georgia & & Missouri: Missouri: 500,000500,000 SIRSIR

FloridaFlorida

DeductibleDeductible Buyback-Buyback- GAGA

10,000,10,000,000 Annual Aggregate 000 Annual Aggregate ExcessExcess ofof Underlying PolicyUnderlying Policy

10,000,000 Each Occurrence Excess10,000,000 Each Occurrence Excess ofof Underlying PolicyUnderlying Policy

10,000,000 Annual Aggregate Excess10,000,000 Annual Aggregate Excess ofof 15,000,000 Excess15,000,000 Excess

ofof PrimaryPrimary

10,000,000 Each Occurrence Excess10,000,000 Each Occurrence Excess ofof 15,000,000 Excess15,000,000 Excess ofofPrimaryPrimary

25,025,000,000,000 Annua00 Annua l Aggregate l Aggregate ExcessExcess ofof 25,000,000 Excess25,000,000 Excess

ofof PrimaryPrimary

25,000,000 Each Occurrence Excess25,000,000 Each Occurrence Excess ofof 25,000,000 Excess25,000,000 Excess ofof

PrimaryPrimary

25,000,000 Annual Aggregate Excess25,000,000 Annual Aggregate Excess ofof 50,000,000 Excess50,000,000 Excess

ofof PrimaryPrimary

25,000,000 Each Occurrence Excess25,000,000 Each Occurrence Excess ofof 50,000,00050,000,000

ExcessExcess ofof PrimaryPrimary

(Excess (Excess LiabilLiabil ity ity Punitive Punitive Damages Damages 1-111111-111112 2 I I 1/1/11/1/13 3 IChartis IChartis Excess Excess LimitedLimited JJ 1363113631142 142 l l 10,00010,000,000 ,000 Excess Excess of of 5,000,000 5,000,000 LayerLayer II

(Excess (Excess Liability Liability Punitive Punitive Damages Damages II 111/12111/12 ]] 111113111113 (Char(Char tis tis Excess Excess LimitLimited ed ( ( 18330552 18330552 ( ( 10,000,000 10,000,000 ExcessExcess ofof 15,000,000 15,000,000 Layer Layer ((

6087000_1.XLS6087000_1.XLS

  

Policy Summary (US)Policy Summary (US) 6/10/20126/10/2012A lied Holdings, Inc. and SubsidiariesA lied Holdings, Inc. and Subsidiaries

AsAs ofof May 30, 2012May 30, 2012

)Excess Liability Punitive)Excess Liability Punitive Damages::J 1/1/12Damages::J 1/1/12 II 1/1713Tthartis1/1713Tthartis Excess LimitedExcess Limited rr 13631144 13631144 l$25,000,000 l$25,000,000 ExcessExcess ofof $50,000,000 Layer$50,000,000 Layer II

$15,000,000$15,000,000 For anyFor any one Claim and Aggregateone Claim and AggregateSide A Cover ExcessSide A Cover Excess oJoJ 15,000,000 Side A and B15,000,000 Side A and B

SublimitSublimit forfor Coverage 8 Coverage 8 OrganizatioOrganizatio n $15,00n $15,000,0000,000250,000 Deductible Securities Claims250,000 Deductible Securities Claims && EmploymentEmployment

DirectorsDirectors && Officers LiabilityOfficers Liability 5/29/12 5/29/135/29/12 5/29/13 Lexington Insurance CompanyLexington Insurance Company 2072147020721470 PracticesPractices

Excess D&O Punitive WrapExcess D&O Punitive Wrap 5/29/12 5/29/135/29/12 5/29/13 IIChartis Chartis Excess Excess Limited Limited 1271412714373373 DirectorsDirectors && OfticersOfticers_.-,5,uuu,u_.-,5,uuu,uuu uu ronowsronows ~ o u y~ o u y