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 No. 397

CERTIFICATION OF COUNSEL REGARDING ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP NUNC PR O T UNC TO JUNE 10, 2012 FOR THE PURPOSE OF PROVIDING DEBTORS WITH TAX COMPLIANCE SERVICES AND APPROVING REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 The undersigned counsel to the above-captioned debtors and debtors-in-possession (collectively, the Debtors) hereby certifies as follows: 1. On August 30, 2012, the Debtors filed the Application for an Order Authorizing

the Debtors to Retain and Employ PricewaterhouseCoopers LLP Nunc Pro Tunc to June 10, 2012 for the Purpose of Providing Debtors with Tax Compliance Services, and Request for a Waiver of the Information Requirements of Local Rule 2016-2 (the Application) [Docket No. 397], seeking to employ PricewaterhouseCoopers LLP (PwC) to provide tax compliance services. 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 September 17, 2012 (the

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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Objection Deadline). No answer, objection or other responsive pleading to the Application has appeared on the Courts docket in the above-captioned chapter 11 cases. 3. Prior to the Objection Deadline, however, the Debtors did receive informal

comments to the Application (the Comments) from the Office of the United States Trustee (the U.S. Trustee). 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 which incorporates the Comments. 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.

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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: September 24, 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

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Exhibit A

RLF1 7111883v.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. 397 & _____

ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP NUNC PRO TUNC TO JUNE 10, 2012 FOR THE PURPOSE OF PROVIDING DEBTORS WITH TAX COMPLIANCE SERVICES AND APPROVING REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 Upon the Application2 of the above captioned debtors and debtors-in-possession (the Debtors) requesting entry of an order (the Order) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1 authorizing the employment and retention of PricewaterhouseCoopers LLP (PwC) to provide tax compliance services to the Debtors nunc pro tunc to June 10, 2012; and upon consideration of the Application and all pleadings related thereto, including the Reinkemeyer Declaration; and the Court finding that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; this matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2); notice of the Application was due and proper under the

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 such terms in the Application.

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circumstances; and it appearing that PwC neither holds nor represents any interest adverse to the Debtors or their estates; and it further appearing that PwC is a disinterested person, as that term is defined in section 101(14) of the Bankruptcy Code; and it appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and creditors; and after due deliberation, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Application is granted. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code, the

Debtors are authorized to employ, compensate, and reimburse PwC on the terms set forth in the Application, the Engagement Letter, and this Order, nunc pro tunc to June 10, 2012. 3. PwC shall be compensated in accordance with the procedures set forth in sections

330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, and Local Rules of this Court, and such procedures as may be fixed by order of this Court; provided, however, that for services (a) billed on the fixed fee schedule described in the Engagement Letter and the Application, PwC shall include as an exhibit to each fee application (i) a summary of the approximate time spent by professionals in lieu of contemporaneous time records in partial hour increments and (ii) a general description of the services provided, or (b) provided on an hourly basis, PwC shall submit time records setting forth a description of the services rendered by each professional and the amount of time spent on each date, in half hour increments, by each such individual in rendering services on behalf of the Debtors. The Debtors are authorized to pay PwCs fees and to reimburse PwC for its costs and expenses as provided in the Engagement Letter, upon approval by the Court of interim and final applications following review by the U.S. Trustee for reasonableness pursuant to section 330 of the Bankruptcy Code.

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4.

Notwithstanding the terms of the Engagement Letter, the indemnifications

obligations of the Debtors are modified as follows: a) Subject to the provisions of subparagraphs (c) and (d) below, the Debtors are authorized to indemnify, and shall indemnify, PwC, in accordance with the Engagement Letter, for any claim arising from, related to, or in connection with their performance of the services described in the Engagement Letter; PwC shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification therefore are approved by the Court; The Debtors shall have no obligation to indemnify PwC, or provide contribution or reimbursement to PwC, for any claim or expense that is either: (a) judicially determined (the determination having become final) to have arisen from PwCs gross negligence or willful misconduct; (b) for a contractual dispute in which the Debtors allege the breach of PwCs contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (c) settled prior to a judicial determination as to the exclusions set forth in clauses (a) and (b) above, but determined by the Court, after notice and a hearing to be a claim or expense for which PwC should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order; If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (b) the entry of an order closing these Chapter 11 Cases, PwC believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by this Order), including without limitation the advancement of defense costs, PwC must file an application therefore in this Court, and the Debtors may not pay any such amounts to PwC before the entry of an order by this Court approving the payment. This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify PwC. All parties in interest shall

b)

c)

d)

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retain the right to object to any demand by PwC for indemnification, contribution, or reimbursement; and e) 5. There shall be no limitation of liability in favor of PwC.

To the extent this Order is inconsistent with the Engagement Letter, the terms of

this Order shall govern. 6. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: September ____, 2012 Wilmington, Delaware __________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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Exhibit B

RLF1 7111883v.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. 397 & _____

ORDER AUTHORIZING DEBTORS TO RETAIN AND EMPLOY PRICEWATERHOUSECOOPERS LLP NUNC PRO TUNC TO JUNE 10, 2012 FOR THE PURPOSE OF PROVIDING DEBTORS WITH TAX COMPLIANCE SERVICES AND APPROVING REQUEST FOR A WAIVER OF THE INFORMATION REQUIREMENTS OF LOCAL RULE 2016-2 Upon the Application2 of the above captioned debtors and debtors-in-possession (the Debtors) requesting entry of an order (the Order) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1 authorizing the employment and retention of PricewaterhouseCoopers LLP (PwC) to provide tax compliance services to the Debtors nunc pro tunc to June 10, 2012; and upon consideration of the Application and all pleadings related thereto, including the Reinkemeyer Declaration; and the Court finding that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; this matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2); notice of the Application was due and proper under the

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 such terms in the Application.

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circumstances; and it appearing that PwC neither holds nor represents any interest adverse to the Debtors or their estates; and it further appearing that PwC is a disinterested person, as that term is defined in section 101(14) of the Bankruptcy Code; and it appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and creditors; and after due deliberation, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Application is granted. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code, the

Debtors are authorized to employ, compensate, and reimburse PwC on the terms set forth in the Application, the Engagement Letter, and this Order, nunc pro tunc to June 10, 2012. 3. PwC shall be compensated in accordance with the procedures set forth in sections

330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, and Local Rules of this Court, and such procedures as may be fixed by order of this Court; provided, however, that PwC may submit time records in a summary format that shall set for services (a) billed on the fixed fee schedule described in the Engagement Letter and the Application, PwC shall include as an exhibit to each fee application (i) a summary of the approximate time spent by professionals in lieu of contemporaneous time records in partial hour increments and (ii) a general description of the services provided, or (b) provided on an hourly basis, PwC shall submit time records setting forth a description of the services rendered by each professional and the amount of time spent on each date , in half hour increments, by each such individual in rendering services on behalf of the Debtors. PwC will submit time records describing the services rendered and the amount of time spent on each date, and shall be authorized to submit time entries in half-hour (.5) increments, in rendering tax consulting services and, therefore, the information requirements of Local Rule

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2016-2(d) are hereby modified and waived, to the extent necessary, with respect to PwC. The Debtors are authorized to pay PwCs fees and to reimburse PwC for its costs and expenses as provided in the Engagement Letter, upon approval by the Court of interim and final applications following review by the U.S. Trustee for reasonableness pursuant to section 330 of the Bankruptcy Code. 4. Notwithstanding the terms of the Engagement Letter, the indemnifications

obligations of the Debtors are modified as follows: a) Subject to the provisions of subparagraphs (c) and (d) below, the Debtors are authorized to indemnify, and shall indemnify, PwC, in accordance with the Engagement Letter, for any claim arising from, related to, or in connection with their performance of the services described in the Engagement Letter; PwC shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification therefore are approved by the Court; The Debtors shall have no obligation to indemnify PwC, or provide contribution or reimbursement to PwC, for any claim or expense that is either: (a) judicially determined (the determination having become final) to have arisen from PwCs gross negligence or willful misconduct; (b) for a contractual dispute in which the Debtors allege the breach of PwCs contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (c) settled prior to a judicial determination as to the exclusions set forth in clauses (a) and (b) above, but determined by the Court, after notice and a hearing to be a claim or expense for which PwC should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order; If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (b) the entry of an order closing these Chapter 11 Cases, PwC believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by this -3RLF1 7079417v.17079240v.1

b)

c)

d)

Order), including without limitation the advancement of defense costs, PwC must file an application therefore in this Court, and the Debtors may not pay any such amounts to PwC before the entry of an order by this Court approving the payment. This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors obligation to indemnify PwC. All parties in interest shall retain the right to object to any demand by PwC for indemnification, contribution, or reimbursement; and e) 5. There shall be no limitation of liability in favor of PwC.

To the extent this Order is inconsistent with the Engagement Letter, the terms of

this Order shall govern. 6. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Dated: September ____, 2012 Wilmington, Delaware __________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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