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. 74, 106, 122, 149 & 154

CERTIFICATION OF COUNSEL REGARDING FINAL ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO PAY CERTAIN CLAIMS OF CRITICAL VENDORS AND GRANTING CERTAIN OTHER RELIEF The undersigned hereby certifies as follows: On June 11, 2012, the above-captioned debtors and debtors-in-possession (collectively, the Debtors) filed the Debtors Motion for Entry of Interim and Final Orders Authorizing, but not Directing, the Debtors to Pay Certain Prepetition Claims of Critical Vendors and Granting Certain Related Relief [Docket No. 74] (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 Order Authorizing, but not Directing, the Debtors to Pay Certain Prepetition Claims of Critical Vendors and Granting Related Other Relief [Docket No. 106] (the Interim Order).

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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On June 13, 2012, the Debtors filed and served the Notice of Entry of (I) Interim Order Authorizing the Debtors to Pay Critical Vendors and (II) Final Hearing Thereon [Docket No. 122] (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, on June 22, 2012, the Debtors filed the Certification of Counsel Regarding Order Increasing Cap Set Forth in Interim Critical Vendors Order [Docket No. 149]. On that same date, the Court entered the Order Increasing Cap Set Forth in Interim Critical Vendors Order [Docket No. 154] (the Interim Cap Order). Following entry of the Interim Order and the Interim Cap 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 Critical Vendors Order). Each of the changes to the Original Proposed Final Critical Vendors Order have been incorporated into a revised form of proposed order (the Proposed Final Critical Vendors Order). A copy of the Proposed Final Critical Vendors Order is attached hereto as

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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 Critical Vendors Order. The Proposed Final Critical Vendors 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 Critical Vendors Order.

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WHEREFORE, the Debtors respectfully request that Proposed Final Critical Vendors 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. 74, 106, 122, 149, 154 & ____

FINAL ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO PAY CERTAIN CLAIMS OF CRITICAL VENDORS AND GRANTING CERTAIN OTHER RELIEF This matter is before the Court on the motion of Allied Systems Holdings, Inc. and certain (Allied Holdings) and its U.S. and Canadian subsidiaries (collectively, the Debtors) for an order, pursuant to 11 U.S.C. 105(a) and 363 authorizing them to pay certain claims which are due to certain Critical Vendors2 and which arose before the commencement of these Chapter 11 Cases and granting certain other relief (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 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 herein but not otherwise defines shall have the meanings ascribed to them in the Motion.

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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 directed, in the reasonable exercise of their

business judgment, to pay all or part of, on a case-by-case basis, the Critical Vendor Claims in an aggregate amount not to exceed $1,100,000 (inclusive of the $800,000 cap approved pursuant to the Interim Order). 3. In accordance with this Order and any other order of this Court, each of the

financial institutions at which the Debtors maintain their accounts relating to the prepetition or postpetition obligations are authorized to honor checks presented for payment and all fund transfer requests made by the Debtors related to such obligations to the extent that sufficient funds are on deposit in such accounts. 4. Nothing herein shall impair the Debtors ability to contest, without prejudice, in

their sole discretion, the validity and amounts of any claim obligations to the Critical Vendors. 5. The Debtors are authorized to issue postpetition checks or to make additional

electronic payment requests with respect to payment of a Critical Vendor Claim or Lien Claim, in the event prepetition checks or electronic payment requests are dishonored or rejected. 6. If any Critical Vendor accepts payment on account of a Critical Vendor Claim

and thereafter fails to extend credit on terms substantially the same as or better than those provided by the Critical Vendor to the Debtors prepetition, any such payment shall be deemed an

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unauthorized postpetition transfer under Section 549 of the Bankruptcy Code and shall be recoverable by the Debtors in cash or goods. 7. Nothing herein shall permit the Debtors to waive any actions against any Critical

Vendor arising under Chapter 5 of the Bankruptcy Code without further order of the Court following consultation with the Official Committee of Unsecured Creditors appointed in these Chapter 11 Cases. 8. The requirements set forth in Bankruptcy Rule 6004(a) and the Local Bankruptcy

Rules are satisfied by the contents of the Motion. 9. Notwithstanding Bankruptcy Rule 6004(h) the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry. 10. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 11. 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. 74, 106, 122, 149, 154 & ____

(Jointly

FINAL ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS TO PAY CERTAIN PREPETITION CLAIMS OF CRITICAL VENDORS AND GRANTING CERTAIN OTHER RELIEF This matter is before the Court on the motion of Allied Systems Holdings, Inc. and certain (Allied Holdings) and its U.S. and Canadian subsidiaries (collectively, the Debtors) for an order, pursuant to 11 U.S.C. 105(a) and 363 authorizing them to pay certain prepetition claims of which are due to certain Critical Vendors2 and which arose before the commencement of these Chapter 11 Cases and granting certain other relief (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 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 herein but not otherwise defines shall have the meanings ascribed to them in the Motion.
1

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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 directed, in the reasonable exercise of their

business judgment, to pay all or part of, on a case-by-case basis, the Critical Vendor Claims in an aggregate amount not to exceed $1,100,000 (inclusive of the -amount $800,000 cap approved pursuant to the Interim Order)- subject to the Approved Budget as may be amended from time to time with the consent of the Agent under the DIP Facility. 3. In accordance with this Order and any other order of this Court, each of the

financial institutions at which the Debtors maintain their accounts relating to the prepetition or postpetition obligations are authorized to honor checks presented for payment and all fund transfer requests made by the Debtors related to such obligations to the extent that sufficient funds are on deposit in such accounts. 4. Nothing herein shall impair the Debtors ability to contest, without prejudice, in

their sole discretion, the validity and amounts of any claim obligations to the Critical Vendors. 5. The Debtors are authorized to issue postpetition checks or to make additional

electronic payment requests with respect to payment of a Critical Vendor Claim or Lien Claim, in the event prepetition checks or electronic payment requests are dishonored or rejected. 6. If any Critical Vendor accepts payment on account of a Critical Vendor Claim

and thereafter fails to extend credit on terms substantially the same as or better than those

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provided by the Critical Vendor to the Debtors prepetition, any such payment shall be deemed an unauthorized postpetition transfer under Section 549 of the Bankruptcy Code and shall be recoverable by the Debtors in cash or goods. 7. Nothing herein shall permit the Debtors to waive any actions against any Critical

Vendor arising under Chapter 5 of the Bankruptcy Code without further order of the Court following consultation with the Official Committee of Unsecured Creditors appointed in these Chapter 11 Cases. 8. 6.The requirements set forth in Bankruptcy Rule 6004(a) and the Local

Bankruptcy Rules are satisfied by the contents of the Motion. 9. 7.Notwithstanding Bankruptcy Rule 6004(h) the terms and conditions of this

Order shall be immediately effective and enforceable upon its entry. 10. 8.The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 11. 9.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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