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. 177 &

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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: I. The Application is GRANTED, as set forth herein.

The Debtors in these cases, along with the federal tax identification nwnber (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); Cardin 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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Pursuant to section 327(a) of the Bankruptcy Code, 2 the Debtors are authorized to

retrun and employ RL&F as its co-counsel, in accordance with the tenns and conditions set forth
in the Application, effective nunc pro tunc to June 10, 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 tenns 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. 2012 on, Delaware THE ONORABLE CHRISTOPHER S. SONTCHl UNITED STATES BANKRUPTCY JUDGE

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

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