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)

CERTIFICATION OF COUNSEL REGARDING FINAL ORDER GRANTING MOTION OF DEBTORS FOR ORDER AUTHORIZING DEBTORS TO CONTINUE THEIR INSURANCE PROGRAMS The undersigned hereby certifies as follows: On June 11, 2012, the above-captioned debtors and debtors-in-possession (collectively, the Debtors) filed the Motion for Order Authorizing Debtors to Continue Their Insurance Programs [Docket No. 73] (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 Granting Motion of Debtors for Order Authorizing Debtors to Continue Their Insurance Programs [Docket No. 105] (the Interim Order). On June 13, 2012, the Debtors filed and served the Notice of Entry of (I) Interim Order Authorizing the Debtors to Continue Their Insurance Programs and (II) Final Hearing Thereon [Docket No. 121] (the Notice of Final Hearing).
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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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. The Debtors also extended this deadline to 12:00 p.m. on July 10, 2012 for the Georgia Self-Insured Guaranty Fund (the Fund). Counsel for the Fund has indicated to the Debtors that the Fund will not file an objection to relief requested in the Motion. Following entry of the Interim Order 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 Creditors Committee, revised the form of final order approving the Motion which was attached as an exhibit to the Motion (the Original Proposed Final Insurance Order). Each of the changes to the Original Proposed Final Insurance Order have been

incorporated into a revised form of proposed order (the Proposed Final Insurance Order). A copy of the Proposed Final Insurance 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 Insurance Order. The Proposed Final Insurance 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

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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 Insurance Order. WHEREFORE, the Debtors respectfully request that Proposed Final Insurance 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@[Link] E-mail: samis@[Link] E-mail: terranova@[Link] -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: [Link]@[Link] E-Mail: [Link]@[Link] 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. 73, 105, 121 & ____

FINAL ORDER GRANTING MOTION OF DEBTORS FOR ORDER AUTHORIZING DEBTORS TO CONTINUE THEIR INSURANCE PROGRAMS 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 continue their Insurance Programs (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 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.
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.
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Accordingly, it is hereby ORDERED as follows: 1. 2. The Motion is GRANTED as set forth herein on a final basis. The Debtors are hereby: (a) authorized to maintain their Insurance Programs in

accordance with their prepetition practice, (b) authorized, but not required, to pay the following obligations due before the commencement of the Chapter 11 Cases: (i) insurance premiums, (ii) deductible reimbursement due to insurance carriers for insured commercial auto liability claims, and (iii) amounts due third party administrators for benefits paid or to be paid under workers compensation programs with certain states for which the Debtors have self-insured retention, and (c) authorized, but not required, to pay in the ordinary course of business, as they become due during these Chapter 11 Cases: (i) insurance premiums and premium finance installments on insurance policies and premium finance agreements entered before or after the Petition Date, (ii) deductible reimbursement on commercial auto liability claims arising before or after the Petition Date and (iii) amounts due to third party administrators for administrative services and for benefits due on claims arising before or after the Petition Date under workers compensation programs with certain states for which the Debtors have self-insured retention. 3. Payment of any amounts described in the foregoing paragraph 2(b) of this Order

due prior to the commencement of these Chapter 11 Cases is capped at $2,500,000 (inclusive of the $1,000,000 cap authorized by the Interim Order). 4. Nothing in this Order is intended or shall be construed to constitute relief from the

automatic stay under Section 362 of the Bankruptcy Code. 5. To the extent the 14-day stay of Bankruptcy Rule 6004(h) may be construed to

apply to the subject matter of this Order, such stay is hereby waived.

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6.

The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. 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. 73, 105, 121 & ____

(Jointly

FINAL ORDER GRANTING MOTION OF DEBTORS FOR ORDER AUTHORIZING DEBTORS TO CONTINUE THEIR INSURANCE PROGRAMS This matter is before the Court2 on the motion of Allied Systems Holdings, Inc. and certain of its direct and indirect wholly-owned U.S. and Canadian subsidiaries, the debtors and debtors in possession herein (collectively, the Debtors), for authority to continue their Insurance Programs (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 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
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 not otherwise defined herein shall have the meanings ascribed to them in the Motion.
1

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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 hereby: (a) authorized to maintain their Insurance Programs in

accordance with their prepetition practice, (b) authorized, but not required, to pay the following obligations due before the commencement of the Chapter 11 Cases: (i) insurance premiums, (ii) deductible reimbursement due to insurance carriers for insured commercial auto liability claims, and (iii) amounts due third party administrator administrators for benefits paid or to be paid under workers compensation programs with certain states for which the Debtors have selfinsured retention, and (c) authorized, but not required, to pay in the ordinary course of business, as they become due during these Chapter 11 Cases: (i) insurance premiums and premium finance installments on insurance policies and premium finance agreements entered before or after the Petition Date, (ii) deductible reimbursement on commercial auto liability claims arising before or after the Petition Date and (iii) amounts due to third party administrators for administrative services and for benefits due on claims arising before or after the Petition Date under workers compensation programs with certain states for which the Debtors have selfinsured retention. 3. Payment of any prepetition amounts described in the foregoing paragraph 3 2(b)

of this Order due prior to the commencement of these Chapter 11 Cases is capped at $_________ 2,500,000 (inclusive of the $1,000,000 cap authorized by the Interim Order). Further, all payments made pursuant to this Order are subject at all times to that certain budget as may be

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amended from time-to-time with the consent of the Agent under the Debtors debtor-inpossession delayed draw term loan facility. 4. Nothing in this Order is intended or shall be construed to constitute relief from the

automatic stay under Section 362 of the Bankruptcy Code. 5. To the extent the 14-day stay of Bankruptcy Rule 6004(h) may be construed to

apply to the subject matter of this Order, such stay is hereby waived. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. 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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