IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.

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

Re: Docket Nos. 75, 107 and 123

CERTIFICATION OF COUNSEL REGARDING FINAL ORDER AUTHORIZING DEBTORS TO PAY CERTAIN CUSTOMS DUTIES AND CLAIMS OF COMMON CARRIERS AND WAREHOUSEMEN AND AUTHORIZING THE DEBTORS TO HONOR CERTAIN CARGO CLAIMS AND AUTHORIZING FINANCIAL INSTITUTIONS TO HONOR AND PROCESS CHECKS AND TRANSFERS RELATED TO SUCH CLAIMS The undersigned hereby certifies as follows: On June 11, 2012, the above-captioned debtors and debtors-in-possession (collectively, the Debtors) filed the Motion of the Debtors for Order Pursuant to U.S.C. 105(a) and 363(b) Authorizing Payment of Prepetition Customs Duties and Claims of Common Carriers and Warehousemen and Authorizing the Debtors to Honor Certain Prepetition Cargo Claims and Authorizing Financial Institutions to Honor and Process Checks and Transfers Related to Such Claims [Docket No. 75] (the Motion) with the United States Bankruptcy Court for the District of Delaware (the Court). Following a hearing to consider certain relief requested in the Motion on June 12, 2012, the Court granted the relief requested in the Motion on an interim basis, entering the Interim
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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

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Order Authorizing the Debtors to Pay Prepetition Customs Duties and Claims of Common Carriers and Warehousemen and Authorizing the Debtors to Honor Certain Prepetition Cargo Claims and Authorizing Financial Institutions to Honor and Process Checks and Transfers Related to Such Claims [Docket No. 107] (the Interim Order). On June 13, 2012, the Debtors filed and served the Notice of Entry of (I) Interim Order Authorizing Payment of Prepetition Customs Duties and Claims of Common Carriers and Warehousemen and (II) Final Hearing Thereon [Docket No. 123] (the Notice of Final Hearing). No answer, objection or other responsive pleading to entry of an order granting final relief with respect to the Motion has appeared on the Courts docket in the above-captioned chapter 11 cases. Pursuant to the Notice of Final Hearing, any objection or response to entry of final relief with respect to the Motion was to be filed and served no later than 4:00 p.m. (EDT) on July 6, 2012. The Debtors extended this deadline to 4:00 p.m. (EDT) on July 9, 2012 for the individual members of the Official Committee of Unsecured Creditors (the Creditors Committee) who have all now indicated that they have no objection to the entry of an order approving the Motion on a final basis. Following entry of the Interim Order and the filing and service of the Notice of Final Hearing, the Debtors, after consulting with certain other parties in interest in the above-captioned chapter 11 cases, including the Official Committee of Unsecured Creditors (the Creditors Committee), revised the proposed form of final order approving the Motion which was attached as an exhibit to the Motion (the Original Proposed Final Common Carriers Order). Each of the changes to the Original Proposed Final Common Carriers Order have been incorporated into a revised form of proposed order (the Proposed Final Common Carriers

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Order). A copy of the Proposed Final Common Carriers Order is attached hereto as Exhibit A. For the convenience of the Bankruptcy Court, attached hereto as Exhibit B is a comparison version showing the changes made to the Original Proposed Final Common Carriers Order. The Proposed Final Common Carriers Order has been circulated to the Office of the United States Trustee for the District of Delaware, proposed counsel for the Creditors Committee, counsel for the DIP Agent, 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. (each a Party). No Party has indicated that it has an objection to the entry of the Proposed Final Common Carriers Order.

-3RLF1 6193067v. 1

WHEREFORE, the Debtors respectfully request that Proposed Final Common Carriers Order, substantially in the form attached hereto as Exhibit A, be entered at the earliest convenience of the Court. Dated: July 10, 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: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) 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 Proposed Counsel for Debtors

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Re: Docket Nos. 75, 107, 123

FINAL ORDER AUTHORIZING DEBTORS TO PAY CERTAIN CUSTOMS DUTIES AND CLAIMS OF COMMON CARRIERS AND WAREHOUSEMEN AND AUTHORIZING THE DEBTORS TO HONOR CERTAIN CARGO CLAIMS AND AUTHORIZING FINANCIAL INSTITUTIONS TO HONOR AND PROCESS CHECKS AND TRANSFERS RELATED TO SUCH CLAIMS This matter is before the Court2 on the motion of Allied Systems Holdings, Inc. and its U.S. and Canadian subsidiaries (collectively, the Debtors), for authority to pay obligations arising before the commencement of these Chapter 11 Cases for Customs Duties, Common Carrier Claims, Warehousemen Claims and Cargo Claims, and to authorize financial institutions to honor and process checks and transfers related to such claims (the Motion). The Court has considered the Motion, the Declaration of Scott D. Macaulay in Support of Chapter 11 Petitions and First Day Motions, and the matters reflected in the record of the hearing held on the Motion. It appears that the Court has jurisdiction over this proceeding pursuant to 28 U.S.C. 157 and 1334; that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); that the
The Debtors in these cases, along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.
1

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Debtors have provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances and that no further notice is necessary; and that the relief sought in the motion is in the best interests of the Debtors, their estates, and their creditors; and that good and sufficient cause exists for such relief. Accordingly, it is hereby ORDERED as follows: 1. 2. The Motion is GRANTED as set forth herein on a final basis. The Debtors are authorized, but not required, to pay obligations, in an amount not

to exceed $3,500,000.00 (inclusive of the $2,000,000 permitted by the Interim Order granting the Motion) arising before the commencement of these Chapter 11 Cases for Customs Duties, Common Carriers Claims, Warehousemen Claims and Cargo Claims. The Cargo Claims subject to the cap set forth above are those billed to and accepted by the Debtors before the commencement of these Chapter 11 Cases. Cargo Claims arising before the commencement of these Chapter 11 Cases but accepted by the Debtors thereafter may be paid in the ordinary course of business. 3. The Debtors banks are authorized to process, honor and pay any and all checks

issued to honor transfers in connection with Customs Duties, claims of Common Carriers, Warehousemen and Cargo Claims. The banks and other financial institutions that process, honor and pay any and all checks on account of Customs Duties, Common Carriers, Warehousemen, and Cargo Claims may rely on the representation of the Debtors as to which checks are issued and authorized to be paid in accordance with this Order without any duty of further inquiry and without liability for following the Debtors instructions. 4. Upon receipt of payment of an obligation arising from Customs Duties, Common

Carriers Claims, Warehousemen Claims, and Cargo Claims, any lien held by the lienor on account of such obligation shall be released. -2RLF1 6214031v. 1

5.

Payment of an obligation arising from Customs Duties, Common Carriers Claims,

Warehousemen Claims, and Cargo Claims shall not preclude the Debtors from contesting the validity or amount due to those creditors. To the extent that the Debtors successfully dispute the validity or amount due on account of any such Customs Duties, Common Carriers Claims, Warehousemen Claims, and Cargo Claims, any recipient of a payment made pursuant to this Order on account of such invalidated obligation shall either: (i) immediately return the successfully disputed payment or (ii) apply the amount the successfully disputed payment to outstanding postpetition obligations of the Debtors. 6. Authorization of the payment of the Customs Duties, Common Carrier Claims,

Warehousemen Claims, and Cargo Claims shall not be deemed to constitute the postpetition assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code. 7. Notice of the Motion as provided therein shall be deemed good and sufficient and

the requirements of Local Rule 6004(a) and the Local Rules are satisfied by such notice. 8. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry. 9. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 10. This Court shall retain jurisdiction to interpret and enforce this Order.

Dated: July ___, 2012 Wilmington, Delaware

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Joint Administration Pending) Administered)
Re: Docket Nos. 75, 107, 123

(Jointly

FINAL ORDER AUTHORIZING DEBTORS TO PAY PREPETITION CERTAIN CUSTOMS DUTIES AND CLAIMS OF COMMON CARRIERS AND WAREHOUSEMEN AND AUTHORIZING THE DEBTORS TO HONOR CERTAIN PREPETITION CARGO CLAIMS AND AUTHORIZING FINANCIAL INSTITUTIONS TO HONOR AND PROCESS CHECKS AND TRANSFERS RELATED TO SUCH CLAIMS This matter is before the Court2 on the motion of Allied Systems Holdings, Inc. and its U.S. and Canadian subsidiaries (collectively, the Debtors), for authority to pay prepetition customs duties claims of common carriers and warehousemen, to honor certain prepetition cargo claims, obligations arising before the commencement of these Chapter 11 Cases for Customs Duties, Common Carrier Claims, Warehousemen Claims and Cargo Claims, and to authorize financial institutions to honor and process checks and transfers related to such claims (the Motion).

The Debtors in these cases, along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (87568828875688228); 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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

RLF1 6214031v. 1

The Court has considered the Motion, the Declaration of Scott D. Macaulay in Support of Chapter 11 Petitions and First Day Motions, and the matters reflected in the record of the hearing held on the Motion. It appears that the Court has jurisdiction over this proceeding pursuant to 28 U.S.C. 157 and 1334; that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); that the Debtors have provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances and that no further notice is necessary; and that the relief sought in the motion is in the best interests of the Debtors, their estates, and their creditors; and that good and sufficient cause exists for such relief. Accordingly, it is hereby ORDERED as follows: 1. 2. The Motion is GRANTED as set forth herein on a final basis. The Debtors are authorized, but not required, to honor or pay those prepetition

obligations arising from Customs Duties, Common Carriers, Warehousemen, and Cargo Claims in an amount not to exceed $3,500,000.00 (inclusive of the $2,000,000 permitted by the Interim Order granting the Motion and subject at all times to that certain budget as may be amended from time-to-time with the consent of the Agent under the Debtors debtor-in-possession delayed draw term loan facility. ) arising before the commencement of these Chapter 11 Cases for Customs Duties, Common Carriers Claims, Warehousemen Claims and Cargo Claims. The Cargo Claims subject to the cap set forth above are those billed to and accepted by the Debtors before the commencement of these Chapter 11 Cases. Cargo Claims arising before the

commencement of these Chapter 11 Cases but accepted by the Debtors thereafter may be paid in the ordinary course of business. 3. The Debtors banks are authorized to process, honor and pay any and all checks

issued to honor transfers in connection with Customs Duties, claims of Common Carriers, Warehousemen and Cargo Claims. The banks and other financial institutions that process, honor -2RLF1 6214031v. 16086974v

and pay any and all checks on account of Customs Duties, Common Carriers, Warehousemen, and Cargo Claims may rely on the representation of the Debtors as to which checks are issued and authorized to be paid in accordance with this Order without any duty of further inquiry and without liability for following the Debtors instructions. 4. Upon receipt of payment of an obligation arising from Customs Duties, Common

Carriers Claims, Warehousemen Claims, and Cargo Claims, any lien held by the lienor on account of such obligation shall be released. 5. 4.Payment of an obligation arising from Customs Duties, Common Carriers

Claims, Warehousemen Claims, and Cargo Claims shall not preclude the Debtors from contesting the validity or amount due to those creditors. Authorization of the payment of the Customs Duties, Common Carriers, Warehousemen, and Cargo Claims shall not be deemed to constitute the postpetition assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code.To the extent that the Debtors successfully dispute the validity or amount due on account of any such Customs Duties, Common Carriers Claims, Warehousemen Claims, and Cargo Claims, any recipient of a payment made pursuant to this Order on account of such invalidated obligation shall either: (i) immediately return the successfully disputed payment or (ii) apply the amount the successfully disputed payment to outstanding postpetition obligations of the Debtors. 6. Authorization of the payment of the Customs Duties, Common Carrier Claims,

Warehousemen Claims, and Cargo Claims shall not be deemed to constitute the postpetition assumption of any executory contract pursuant to Section 365 of the Bankruptcy Code. 7. 5.Notice of the Motion as provided therein shall be deemed good and sufficient

and the requirements of Local Rule 6004(a) and the Local Rules are satisfied by such notice.

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8.

6.Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Order shall be immediately effective and enforceable upon its entry. 9. 7.The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 10. 8.This Court shall retain jurisdiction to interpret and enforce this Order.

Dated:June Wilmington, Delaware

July ___, 2012 THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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Title Date & Time Comparison Time compareDocs version

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