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

, Debtors.
1

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

Re: Docket Nos. 207, 295, 309 & 318

CERTIFICATION OF COUNSEL REGARDING ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GOWLING LAFLEUR HENDERSON LLP AS CANADIAN COUNSEL TO DEBTORS NUNC PRO TUNC TO JUNE 10, 2012 The undersigned counsel to the above-captioned debtors and debtors-in-possession (collectively, the Debtors) hereby certifies as follows: 1. On July 10, 2012, the Debtors filed the Application of Debtors for and Order

Authorizing the Retention and Employment of Gowling Lafleur Henderson LLP as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 (the Application) [Docket No. 172], seeking to employ Gowling Lafleur Henderson LLP (Gowlings) as their Canadian counsel in the above-captioned chapter 11 cases. 2. Pursuant to a notice filed with the Application, any objection or response to the

Application was to be filed and served no later than 4:00 p.m. (EDT) on July 27, 2012 (the Objection Deadline). The Objection Deadline was extended through July 30, 2012 for the Office of the United States Trustee for the District of Delaware (the U.S. Trustee).

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.

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3.

Pursuant to the Eustace Affidavit2 supporting the Application, among the

payments made by the Debtors to Gowlings prior to June 10, 2012, on June 6, 2012, the Debtors paid Gowlings $88,822.35 in satisfaction of outstanding invoices (the Payment). 4. Prior to the Objection Deadline, the Debtors received informal comments to the

Application (the Comments) from the U.S. Trustee relating to the Payment and the absence of a representation in the Eustace Affidavit concerning Bankruptcy Rule 5002. 5. In addition, on July 30, 2012, the U.S. Trustee filed the Objection of the United

States Trustee to the Application of Debtors for an Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLP as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 [Docket No. 309] (the Objection) alleging the Payment prevented Gowlings from representing the Debtors as it was not disinterested as required by section 327(a) of the Bankruptcy Code. 6. The Debtors, the U.S. Trustee and Gowlings have reached the following

agreement to resolve the Comments and the Objection (the Resolution). In response to the U.S. Trustees Comments relating to Bankruptcy Rule 5002, on August 2, 2012, the Debtors filed the Supplemental Affidavit of Christopher J. Eustace in Support of Motion of Debtors to Retain Gowlng Lafleur Henderson LLP as Canadian Counsel Nunc Pro Tunc to June 10, 2012 [Docket No. 318]. With respect to the Comments and the Objection regarding the Payment, Gowlings has agreed to apply the Payment to satisfy fees for services rendered to the Debtors or expenses incurred after June 10, 2012. Further, Gowlings has agreed to waive and release any claim against the Debtors estates on account any claim for fees and expenses incurred prior to

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

-2RLF1 6381913v. 1

June 10, 2012 related to the Payment or otherwise on account of services rendered or expenses incurred prior to June 10, 2012. 7. 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 Application and memorializing the Resolution. 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 Application is attached hereto as Exhibit B.

-3RLF1 6381913v. 1

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: August 2, 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

-4RLF1 6381913v. 1

Exhibit A

RLF1 6381913v. 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. 207, 309 & ____

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GOWLING LAFLEUR HENDERSON LLP AS CANADIAN COUNSEL TO DEBTORS NUNC PRO TUNC TO JUNE 10, 2012 This matter coming before the Court on the Application of Debtors for an Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLC as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 [Docket No. 207] (the Application); and the Court having reviewed the Application; and the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (c) notice of this Application was sufficient under the circumstances; and the Court having considered the affidavit of Christopher J. Eustace (the Eustace Affidavit) in support of the Application; and the Court having determined that the legal and factual bases set forth in the Application and the Eustace Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1.
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 (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.

RLF1 6377834v. 1

2.

The Debtors shall be, and hereby are, authorized to employ and retain Gowlings2

as its Canadian counsel pursuant to sections 327(e) and 328(a) of the Bankruptcy Code on the terms described in the Application. 3. Gowlings shall be compensated in accordance with the procedures set forth in

sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules and any other such procedures as may be fixed by order of this Court. 4. Gowlings shall apply the $88,822.35 described in paragraph 5 of the Objection of

the United States Trustee to the Application of Debtors for an Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLP as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 [Docket No. 309] (the Objection) as credit for services rendered and reimbursement for expenses incurred after June 10, 2012 as such fees and expenses are approved under the procedures set forth in paragraph 3 of this Order prior to seeking additional postpetition compensation. 5. Gowlings waives and releases any claim against the Debtors estates on account

of unpaid amounts due for services rendered or expenses incurred prior to June 10, 2012, including the amounts described in paragraphs 5 and 6 of the Objection. 6. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h), the terms

and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Application.

-2RLF1 6377834v. 1

8.

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

-3RLF1 6377834v. 1

Exhibit B

RLF1 6381913v. 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 NoNos. 207, 309 & ____

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GOWLING LAFLEUR HENDERSON LLP AS CANADIAN COUNSEL TO DEBTORS NUNC PRO TUNC TO JUNE 10, 2012 This matter coming before the Court on the Application of Debtors for an Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLC as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 [Docket No. 207] (the Application); and the Court having reviewed the Application; and the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (c) notice of this Application was sufficient under the circumstances; and the Court having considered the affidavit of Christopher J. Eustace (the Eustace Affidavit) in support of the Application; and the Court having determined that the legal and factual bases set forth in the Application and the Eustace Affidavit establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1.
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 (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.

RLF1 6377834v. 16377830v

2.

The Debtors shall be, and hereby are, authorized to employ and retain Gowlings2

as its Canadian counsel pursuant to sections 327(e) and 328(a) of the Bankruptcy Code on the terms described in the Application. 3. Gowlings shall be compensated in accordance with the procedures set forth in

sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules and any other such procedures as may be fixed by order of this Court. 4. Gowlings shall apply the $88,822.35 described in paragraph 5 of the Objection of

the United States Trustee to the Application of Debtors for an Order Authorizing the Retention and Employment of Gowling Lafleur Henderson LLP as Canadian Counsel to Debtors Nunc Pro Tunc to June 10, 2012 [Docket No. 309] (the Objection) as credit for services rendered and reimbursement for expenses incurred after June 10, 2012 as such fees and expenses are approved under the procedures set forth in paragraph 3 of this Order prior to seeking additional postpetition compensation. 5. Gowlings waives and releases any claim against the Debtors estates on account

of unpaid amounts due for services rendered or expenses incurred prior to June 10, 2012, including the amounts described in paragraphs 5 and 6 of the Objection. 6. 4.Notwithstanding the possible applicability of Bankruptcy Rule 6004(h), the

terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. 5.The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Application.

-2RLF1 6377834v. 16377830v

8.

6.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

-3RLF1 6377834v. 16377830v

Title Date & Time Comparison Time compareDocs version

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