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 No. 160

CERTIFICATION OF COUNSEL REGARDING ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PROFESSIONALS USED IN ORDINARY COURSE OF BUSINESS NUNC PRO TUNC TO JUNE 10, 2012 The undersigned certifies as follows: On June 25, 2012, the above-captioned debtors and debtors in possession (the Debtors) filed the Debtors Motion for Order Authorizing Employment and Retention of Professionals Used in Ordinary Course of Business Nunc Pro Tunc to June 10, 2012 [Docket No. 160] (the Motion) with the United States Bankruptcy Court for the District of Delaware (the Court). Pursuant to the notice contemporaneously filed and served with the Motion, objections to the Motion were to be filed and served no later than July 6, 2012 at 4:00 p.m. (EDT) (the Objection Deadline). The Objection Deadline was extend to 4:00 p.m. (EDT) on July 9, 2012 for the individual members of the Official Committee of Unsecured Creditors who have all now indicated that they have no objection to the entry of an order approving the Motion. Further, the undersigned certifies that she has reviewed the Courts docket in the above-captioned chapter 11 cases and that no objection or other responsive pleading to the Motion appears thereon.

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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Prior to the Objection Deadline, however, the Debtors did receive informal comments to the Motion (the Comments) from the Office of the United States Trustee (the U.S. Trustee). The Debtors have reached consensus with the U.S. Trustee on a revised form of order (the Revised Order), attached hereto as Exhibit A, granting the relief requested in the Motion which incorporates the Comments. The Revised Order has been circulated to and approved by the U.S. Trustee. For the convenience of the Court and all parties in interest, a comparison version of the Revised Order against the proposed order originally filed with the Motion is attached hereto as Exhibit B.

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WHEREFORE, the Debtors respectfully request that the Revised 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 Respectfully submitted, /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

RLF1 6236072v. 1

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 No. 160

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PROFESSIONALS USED IN ORDINARY COURSE OF BUSINESS NUNC PR O T UNC TO JUNE 10, 2012 Upon consideration of the motion (the Motion)2 of the Debtors for an order, pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the employment and retention of the Ordinary Course Professionals; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and the Court having reviewed the Motion; and it appearing that the relief requested is in the best interests of the Debtors and their estates and creditors and all other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that
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 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 not otherwise defined herein shall have the meanings ascribed to them in the Motion.

RLF1 6217740v. 2

no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. 3. The Motion is granted as set forth herein. The form of the Retention Affidavit is approved. Pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule

2014, and Local Rule 2014-1, to the extent deemed necessary or appropriate by the Debtors, the Debtors are authorized to employ the Ordinary Course Professionals, including but not limited to those listed on Exhibit A attached to the Motion, in the ordinary course of business, effective as of June 10, 2012. 4. Within thirty (30) days of the later of the entry of this Order and the engagement

of such professional by the Debtors, each Ordinary Course Professional for the Debtors, including those listed on Exhibit A attached to the Motion, will serve upon the U.S. Trustee, the Debtors, and any official committees appointed in the Chapter 11 Cases, and file with the Court, a Retention Affidavit, substantially in the form attached to the Motion as Exhibit B, certifying that such Ordinary Course Professional does not represent or hold any interest adverse to the Debtors or to their estates with respect to the matter on which such it is to be employed, which form is hereby approved. 5. The Notice Parties shall be given fifteen (15) days from receipt of the Retention

Affidavit to object to the retention of such Ordinary Course Professional, and any such objections shall be served upon (i) proposed counsel to Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins and Christopher M. Samis); and Troutman Sanders LLP, Bank of America Plaza, 600

2
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Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308-2216 (Attn: Jeffrey W. Kelley), (ii) the U.S. Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David Buchbinder), (iii) the relevant Ordinary Course Professional, and (iv) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan). If no objection is submitted by the Objection Deadline with respect to such Ordinary Course Professional, the Debtors are hereby authorized to employ and to retain such Ordinary Course Professional without further order by this Court. 6. The Debtors are authorized to employ Ordinary Course Professionals not listed on

Exhibit A attached to the Motion, as the need arises, by filing the Additional Ordinary Course Professionals Notice and serving that notice, along with completed Retention Affidavits, on the Notice Parties. Upon receipt of the Additional Ordinary Course Professionals Notice, the Notice Parties shall be given fifteen (15) days to object to the retention of such additional Ordinary Course Professional. In the event no objection is filed prior to the Objection Deadline, the retention of such Ordinary Course Professionals shall be deemed approved by this Court. 7. The Debtors are authorized and empowered to pay compensation and to

reimburse expenses to each of the Ordinary Course Professionals retained pursuant to this Order in the customary manner, in the full amount billed by each such professional, upon receipt of a reasonably detailed invoice (a) indicating the nature of the services rendered and (b) calculated in accordance with such professionals standard billing practices (without prejudice to the Debtors right to dispute any such invoices), up to a maximum of $25,000 per month per Ordinary Course Professional on average over a rolling three-month period.

3
RLF1 6217740v. 2

8.

To the extent that an Ordinary Course Professional seeks compensation in excess

of the OCP Fee Limit (the Excess Fees), the Ordinary Course Professional shall file a fee application for the full amount of its fees for that single month in accordance with Bankruptcy Code 330 and 331, the Bankruptcy Rules, the Local Rules, any fee guidelines of the United States Trustee, and any applicable orders of this Court. 9. Notwithstanding the relief granted in this Order and any actions taken pursuant to

such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any claim against any Debtor; (b) a waiver of the Debtors right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Order or the Motion; (e) a request or authorization to assume any agreement, contract, or lease pursuant to 365 of the Bankruptcy Code; or (f) a waiver of the Debtors rights under the Bankruptcy Code or any other applicable law. 10. This Order shall not apply to any professional retained by the Debtors pursuant to

a separate order of this Court. 11. Notwithstanding anything to the contrary in this Order, the authorization granted

herein to the Debtors in no way requires the Debtors to make any payment. 12. The Debtors are authorized and empowered to take any necessary actions to

implement and effectuate the terms of this Order. 13. This Court shall retain jurisdiction over all matters arising from or related to the

interpretation and implementation of this Order. Dated: June ___, 2012 Wilmington, Delaware

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

4
RLF1 6217740v. 2

EXHIBIT B

RLF1 6236072v. 1

N 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 No. 160

ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF PROFESSIONALS USED IN ORDINARY COURSE OF BUSINESS NUNC PR O T UNC TO JUNE 10, 2012 Upon consideration of the motion (the Motion)2 of the Debtors for an order, pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the employment and retention of the Ordinary Course Professionals; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and the Court having reviewed the Motion; and it appearing that the relief requested is in the best interests of the Debtors and their estates and creditors and all other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that the Motion is a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that
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 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 not otherwise defined herein shall have the meanings ascribed to them in the Motion.

RLF1 6217740v. 26207035v.1

no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. 3. The Motion is granted as set forth herein. The form of the Retention Affidavit is approved. Pursuant to 105, 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rule

2014, and Local Rule 2014-1, to the extent deemed necessary or appropriate by the Debtors, the Debtors are authorized to employ the Ordinary Course Professionals, including but not limited to those listed on Exhibit A attached to the Motion, in the ordinary course of business, effective as of June 10, 2012. 4. Within thirty (30) days of the later of the entry of this Order and the engagement

of such professional by the Debtors, each Ordinary Course Professional for the Debtors, including those listed on Exhibit A attached to the Motion, will serve upon the U.S. Trustee, the Debtors, and any official committees appointed in the Chapter 11 Cases, and file with the Court, a Retention Affidavit, substantially in the form attached to the Motion as Exhibit B, certifying that such Ordinary Course Professional does not represent or hold any interest adverse to the Debtors or to their estates with respect to the matter on which such it is to be employed, which form is hereby approved. 5. The Notice Parties shall be given fifteen (15) days from receipt of the Retention

Affidavit to object to the retention of such Ordinary Course Professional, and any such objections shall be served upon (i) proposed counsel to Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins and Christopher M. Samis); and Troutman Sanders LLP, Bank of America Plaza, 600

2
RLF1 6217740v. 26207035v.1

Peachtree Street NE, Suite 5200, Atlanta, Georgia 30308-2216 (Attn: Jeffrey W. Kelley), (ii) the U.S. Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David Buchbinder), (iii) the relevant Ordinary Course Professional, and (iv) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan). If no objection is submitted by the Objection Deadline with respect to such Ordinary Course Professional, the Debtors are hereby authorized to employ and to retain such Ordinary Course Professional without further order by this Court. 6. The Debtors are authorized to employ Ordinary Course Professionals not listed on

Exhibit A attached to the Motion, as the need arises, by filing the Additional Ordinary Course Professionals Notice and serving that notice, along with completed Retention Affidavits, on the Notice Parties. Upon receipt of the Additional Ordinary Course Professionals Notice, the Notice Parties shall be given fifteen (15) days to object to the retention of such additional Ordinary Course Professional. In the event no objection is filed prior to the Objection Deadline, the retention of such Ordinary Course Professionals shall be deemed approved by this Court. 7. The Debtors are authorized and empowered to pay compensation and to

reimburse expenses to each of the Ordinary Course Professionals retained pursuant to this Order in the customary manner, in the full amount billed by each such professional, upon receipt of a reasonably detailed invoice (a) indicating the nature of the services rendered and (b) calculated in accordance with such professionals standard billing practices (without prejudice to the Debtors right to dispute any such invoices), up to a maximum of $25,000 per month per Ordinary Course Professional on average over a rolling three-month period.

3
RLF1 6217740v. 26207035v.1

8.

To the extent that an Ordinary Course Professional seeks compensation in excess

of the OCP Fee Limit (the Excess Fees), the Ordinary Course Professional shall submit a Notice of Fees in Excess of the OCP Fee Limit (the Notice of Excess Fees), which shall include an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred. Notice Parties shall then have fifteen (15) days to object to the Notice of Excess Fees. If after fifteen (15) days no objection is filed, the Excess Fees shall be deemed approved, and the Ordinary Course Professional may be paid 100% of its fees and 100% of its expenses without the need to file a fee application. for the full amount of its fees for that single month in accordance with Bankruptcy Code 330 and 331, the Bankruptcy Rules, the Local Rules, any fee guidelines of the United States Trustee, and any applicable orders of this Court. 9. The Notice of Excess Fees is exempted from the requirements of the Bankruptcy Code, the Bankruptcy Rules and/or the Local Rules, including, without limitation, Local Rule 2016-2, regarding the content of fee applications. 9. 10.Notwithstanding the relief granted in this Order and any actions taken pursuant

to such relief, nothing in this Order shall be deemed: (a) an admission as to the validity of any claim against any Debtor; (b) a waiver of the Debtors right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Order or the Motion; (e) a request or authorization to assume any agreement, contract, or lease pursuant to 365 of the Bankruptcy Code; or (f) a waiver of the Debtors rights under the Bankruptcy Code or any other applicable law. 10. 11.This Order shall not apply to any professional retained by the Debtors pursuant

to a separate order of this Court.

4
RLF1 6217740v. 26207035v.1

11.

12.Notwithstanding anything to the contrary in this Order, the authorization

granted herein to the Debtors in no way requires the Debtors to make any payment. 12. 13.The Debtors are authorized and empowered to take any necessary actions to

implement and effectuate the terms of this Order. 13. 14.This Court shall retain jurisdiction over all matters arising from or related to

the interpretation and implementation of this Order. Dated: June ___, 2012 Wilmington, Delaware

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

5
RLF1 6217740v. 26207035v.1

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