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

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

Re: Docket No. 177

CERTIFICATION OF NO OBJECTION REGARDING APPLICATION TO EMPLOY AND RETAIN RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL TO THE DEBTORS NUNC PRO TUNCTO JUNE 10, 2012 The undersigned hereby certifies as follows: On July 2, 2012, the above-captioned debtors and debtors-in-possession (collectively, the "Debtors") filed the Application to Employ and Retain Richards, Layton & Finger, P.A. as CoCounsel to the Debtors Nunc Pro Tunc to June I 0, 2012 [Docket No. 177] (the "Application")

with the United States Bankruptcy Court for the District of Delaware (the "Court"). No answer, objection or other responsive pleading to the Application has appeared on the Court's docket in the above-captioned chapter 11 cases, and the Debtors have not received any informal objections, responses or comments to the Application. Pursuant to a notice filed with the Application, any objection or response to the Application was to be filed and served no later than 4:00p.m. (EDT) on July 16,2012.

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); Cardin 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.

RLFI 6301135v.l

WHEREFORE, the Debtors respectfully request that an order, substantially in the form attached to the Application and hereto as Exhibit A, be entered at the earliest convenience of the Court.

Dated:

July 19, 2012 Wilmington, Delaware Respectfully submitted,

Jeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) TROUTMANSANDERSLLP 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

RLFI 6301135v.l

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,' Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Re: Docket Nos. 177 &

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN RICHARDS, LAYTON & FINGER, P.A. AS CO-COUNSEL TO THE DEBTORS NUNC PRO TUNC TO JUNE 10, 2012

This matter coming before the Court on the Application to Employ and Retain Richards,

Layton & Finger, P.A. as Co-Counsel to the Debtors Nunc Pro Tunc to June 10, 2012 (the
"Application"); the Court having reviewed the Application; the Court finding that (a) it has

jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core matter pursuant to 28 U.S.C. 157(b)(2)(A); and (c) notice of the Application was sufficient under the circumstances; the Court having considered the Affidavit of Mark D. Collins (the "Collins
Affidavit"); the Court having determined that the legal and factual bases set forth in the

Application and the Collins Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED, as set forth herein.

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 (87568828); 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. I 5, Ste. 600, Atlanta, Georgia 30345.

2.

Pursuant to section 327(a) of the Bankruptcy Code, 2 the Debtors are authorized to

retain and employ RL&F as its co-counsel, in accordance with the terms and conditions set forth in the Application, effective nunc pro tunc to June I 0, 2012. 3. RL&F shall be compensated in accordance with the procedures set forth in

sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other such procedures as may be fixed by order of this Court. 4. The Retainer shall be treated as an evergreen retainer and shall be held by RL&F

as security throughout the Debtors' bankruptcy cases until RL&F's fees and expenses are awarded and payable to RL&F on a final basis. 5. Notwithstanding the possible applicability of any stay of the effectiveness of this

order, including, without limitation, the fourteen (14) day stay provided in Rule 6004(h) of the Bankruptcy Rules, the terms and conditions of this order shall be immediately effective and enforceable upon its entry. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application. 7. The Court shall retain jurisdiction over any and all issues arising from or related

to the implementation and interpretation of this Order.

Dated:=:-:----=:--:-' 2012 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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

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