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 AUTHORIZING PAYMENT OF WAGES, PAYROLL TAXES, CERTAIN EMPLOYEE BENEFITS AND RELATED EXPENSES DUE PRIOR TO THE COMMENCEMENT OF THE CHAPTER 11 CASES, AND OTHER COMPENSATION TO EMPLOYEES AND INDEPENDENT CONTRACTORS The undersigned hereby certifies as follows: On July 11, 2012, the above-captioned debtors and debtors-in-possession (collectively, the Debtors) filed the Motion of Debtors for Interim and Final Orders Authorizing Payment of Pre-Petition Wages, Payroll Taxes, Certain Employee Benefits and Related Expenses, and Other Compensation to Employees and Independent Contractors [Docket No. 78] (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 Payment of Pre-Petition Wages, Payroll Taxes, Certain Employee Benefits and Related Expenses, and Other Compensation to Employees and Independent Contractors [Docket No. 110] (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.
1

RLF1 6193060v. 1

On June 13, 2012, the Debtors filed and served the Notice of Entry of (I) Interim Order Authorizing Debtors to Pay Prepetition Employee Obligations and (II) Final Hearing Thereon [Docket No. 124] (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, and the Debtors have not received any informal objection or comments relating to the relief sought in the Motion. 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, revised the proposed form of final order approving the Motion that was attached as an exhibit to the Motion (the Original Proposed Final Wages Order). Each of the changes to the Original Proposed Final Wages Order have been incorporated into a revised form of proposed order (the Proposed Final Wages Order). A copy of the Proposed Final Wages Order is attached hereto as Exhibit A. For the convenience of the Court, attached hereto as Exhibit B is a comparison version showing the changes made to the Original Proposed Final Wages Order. The Proposed Final Wages 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

-2RLF1 6193060v. 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 Wages Order. WHEREFORE, the Debtors respectfully request that Proposed Final Wages 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: [email protected] E-mail: [email protected] E-mail: [email protected] -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: [email protected] E-Mail: [email protected] Proposed Counsel for Debtors

-3RLF1 6193060v. 1

EXHIBIT A

RLF1 6193060v. 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 Nos. 78, 110, 124 & ____

FINAL ORDER AUTHORIZING PAYMENT OF WAGES, PAYROLL TAXES, CERTAIN EMPLOYEE BENEFITS AND RELATED EXPENSES DUE PRIOR TO THE COMMENCEMENT OF THE CHAPTER 11 CASES, AND OTHER COMPENSATION TO EMPLOYEES, OWNER-OPERATORS AND INDEPENDENT CONTRACTORS This matter is before the Court on the motion (the Motion) of Allied Systems Holdings, Inc. and its U.S. and Canadian subsidiaries (collectively, the Debtors) seeking authority to pay wages, compensation, payroll taxes, certain employee benefits and related expenses which were earned before the commencement of these Chapter 11 Cases2 by Employees, owner-operators and independent contractors. 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 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 defined shall have the meanings ascribed to them in the Motion.

RLF1 6214028v. 1

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, to pay the Employee Obligations

(as defined in the Motion) that were earned by virtue of the services rendered or equipment furnished by their employees or owner-operators before the commencement of these Chapter 11 Cases. 3. The Employee Obligations that the Debtors are authorized, but not directed, to

pay include, without limitation: (i) wages, salaries, compensation and lease payments; (ii) payroll taxes; (iii) vacation, sick and holiday pay; (iv) qualified 401(k) plan obligations; (v) health and welfare benefits; (vi) severance amounts; (vii) flexible spending account programs; (viii) qualified pension plans; (ix) life insurance plans; (x) miscellaneous payroll deductions; and (xi) other benefits, in an aggregate amount not to exceed $15,500,000 (inclusive of the $10,500,000 cap authorized by the Interim Order). 4. The Debtors are authorized, but not directed, to continue to honor, pay and

maintain, in their sole discretion, all of their employee benefit plans to the extent such benefit plans were in effect as of the commencement of these Chapter 11 Cases. 5. The banks and other financial institutions that process, honor and pay any and

all checks on account of Employee Obligations 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.

-2RLF1 6214028v. 1

6.

Neither this Order, nor the Debtors payment of any amounts authorized by this

Order, shall (i) result in any assumption of any executory contract by the Debtors; (ii) result in a commitment to continue any plan, program, or policy of the Debtors; (iii) be deemed an admission as to the validity of the underlying obligations or a waiver of any rights the Debtors may have to subsequently dispute such obligations; or (iv) impose any administrative, prepetition, or post-petition liabilities upon the Debtors. 7. Except with respect to Employee Obligations due Union Employees and

compensation due owner-operators under Union Agreements, no payment by the Debtors to any individual employee for Employee Obligations earned before the commencement of these Chapter 11 cases shall exceed $11,725. 8. The Debtors are authorized to make all payments permitted hereunder whether

due before or after the commencement of these Chapter 11 Cases.

9.

Notwithstanding any other provision of this Order, no payments which

implicate 11 U.S.C. 503(c) shall be made by the Debtors, except upon further order of this Court. 10. Nothing herein shall be deemed to alter, modify or waive the Debtors

obligations under applicable Canadian law. 11. 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. 12. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Order shall be immediately effective and enforceable upon its entry.

-3RLF1 6214028v. 1

13.

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

-4RLF1 6214028v. 1

EXHIBIT B

RLF1 6193060v. 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) (Joint Administration Pending) Administered)
Re: Docket Nos. 78, 110, 124 & ____

(Jointly

FINAL ORDER AUTHORIZING PAYMENT OF PRE-PETITION WAGES, PAYROLL TAXES, CERTAIN EMPLOYEE BENEFITS AND RELATED EXPENSES DUE PRIOR TO THE COMMENCEMENT OF THE CHAPTER 11 CASES, AND OTHER COMPENSATION TO EMPLOYEES , OWNER-OPERATORS AND INDEPENDENT CONTRACTORS This matter is before the Court on the motion (the Motion) of Allied Systems Holdings, Inc. and its U.S. and Canadian subsidiaries (collectively, the Debtors) seek seeking authority to pay prepetition wages, compensation, payroll taxes, certain employee benefits and related expenses (the Motion)which were earned before the commencement of these Chapter 11 Cases2 by Employees, owner-operators and independent contractors. The Court2 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

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 defined shall have the meanings ascribed to them in the Motion. 2 Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Motion.

RLF1 6214028v. 16146962v

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 directed, to pay the Employee Obligations

(as defined in the Motion) that have accrued were earned by virtue of the services rendered or equipment furnished by their employees prior to the Petition Date, subject to that certain budget (the Approved 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 (the DIP Facility)or owner-operators before the commencement of these Chapter 11 Cases. 3. The Employee Obligations that the Debtors are authorized, but not directed, to

pay include, without limitation: (i) wages, salaries and , compensation and lease payments; (ii) payroll taxes; (iii) vacation, sick and holiday pay; (iv) qualified 401(k) plan obligations; (v) health and welfare benefits; (vi) severance amounts; (vii) flexible spending account programs; (viii) qualified pension plans; (ix) life insurance plans; (x) miscellaneous payroll deductions; and (xi) other benefits , in an aggregate amount not to exceed $13,732,000.00, subject to the Approved Budget under the DIP Facility$15,500,000 (inclusive of the $10,500,000 cap authorized by the Interim Order). 4. The Debtors are authorized, but not directed, to continue to honor, pay and

maintain, in their sole discretion, all of their employee benefits benefit plans to the extent such

-2RLF1 6214028v. 16146962v

benefits benefit plans were in effect as of the Petition Date, subject to the Approved Budget under the DIP Facilitycommencement of these Chapter 11 Cases. 5. The banks and other financial institutions that process, honor and pay any and

all checks on account of Employee Obligations 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. 6. Neither this Order, nor the Debtors payment of any amounts authorized by this

Order, shall (i) result in any assumption of any executory contract by the Debtors; (ii) result in a commitment to continue any plan, program, or policy of the Debtors; (iii) be deemed an admission as to the validity of the underlying obligations or a waiver of any rights the Debtors may have to subsequently dispute such obligations; or (iv) impose any administrative, prepetition, or post-petition liabilities upon the Debtors. 7. Notwithstanding any other provision of this OrderExcept with respect to

Employee Obligations due Union Employees and compensation due owner-operators under Union Agreements, no payment by the Debtors to any individual employee shall exceed the amounts set forth in 11 U.S.C. 507(a)(4) and (a)(5), except upon further order of this Court. for Employee Obligations earned before the commencement of these Chapter 11 cases shall exceed $11,725. 8. The Debtors are authorized to make all payments permitted hereunder whether

due before or after the commencement of these Chapter 11 Cases.

9.

8.Notwithstanding any other provision of this Order, no payments which

implicate 11 U.S.C. 503(c) shall be made by the Debtors, except upon further order of this Court. -3RLF1 6214028v. 16146962v

10.

Nothing herein shall be deemed to alter, modify or waive the Debtors

obligations under applicable Canadian law. 11. 9.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. 12. 10.Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Order shall be immediately effective and enforceable upon its entry. 13. 11.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

-4RLF1 6214028v. 16146962v

Title Date & Time Comparison Time compareDocs version

Comparison Details pdfDocs compareDocs Comparison Results 7/9/2012 7:10:14 PM 1.11 seconds v3.4.4.72 Sources [#6146962] [v1] Allied- Final Wages Order (as filed).doc [#6214028] [v1] Allied- Final Wages Order (Final).doc Word Rendering Set Markup Options 9 5 22 0 36 Name Insertions Deletions Moves / Moves Inserted cells Deleted cells Merged cells Formatting Changed lines Comments color Balloons compareDocs Settings Used Category General Word Word Word Word Word Word Word Word Word Word Word Word Word Word Word [Formatting options] [Changed lines options] [Comments color options] [Use Balloons option only] Option Selected Always Track Changes False True True True True True True True False False End Separate Print False [Rendering Set Name]

Original Document Modified Document Comparison Statistics Insertions Deletions Changes Moves TOTAL CHANGES

Open Comparison Report after Saving Report Type Character Level Include Headers / Footers Include Footnotes / Endnotes Include List Numbers Include Tables Include Field Codes Include Moves Show Track Changes Toolbar Show Reviewing Pane Update Automatic Links at Open Summary Report Include Change Detail Report Document View Remove Personal Information