In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al.,t Case No. 12-11564 (CSS)
Debtors.
(Jointly Administered)
Re: Docket Nos. 74, 106, 122, 149, 154 & __
FINAL ORDER AUTHORIZING, BUT NOT DIRECTING, THE DEBTORS
TO PAY CERTAIN CLAIMS OF CRITICAL VENDORS
AND GRANTING CERTAIN OTHER RELIEF
This matter is before the Court on the motion of Allied Systems Holdings, Inc. and
certain ("Allied Holdings") and its U.S. and Canadian subsidiaries (collectively, the "Debtors")
for an order, pursuant to 11 U.S.C. 105(a) and 363 authorizing them to pay certain claims
which are due to certain Critical Vendors
2
and which arose before the commencement of these
Chapter 11 Cases and granting certain other relief (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 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 (90-
0169283); 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. (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 defines shall have the meanings ascribed to them in the
Motion .
RLFI 6146992v. I
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. The Motion is GRANTED as set forth herein on a final basis.
2. The Debtors are authorized, bot not directed, in the reasonable exercise of their
business judgment, to pay all or part of, on a case-by-case basis, the Critical Vendor Claims in an
aggregate amount not to exceed $1,100,000 (inclusive of the $800,000 cap approved pursuant to
the Interim Order).
3. In accordance with this Order and any other order of this Court, each of the

financial institutions at which the Debtors maintain their accounts relating to the prepetition or
postpetition obligations are authorized to honor checks presented for payment and all fund
transfer requests made by the Debtors related to such obligations to the extent that sufficient
funds are on deposit in such accounts.
4. Nothing herein shall impair the Debtors' ability to contest, without prejudice, in
their sole discretion, the validity and amounts of any claim obligations to the Critical Vendors.
5. The Debtors are authorized to issue postpetition checks or to make additional
electronic payment requests with respect to payment of a Critical Vendor Claim or Lien Claim,
in the event prepetition checks or electronic payment requests are dishonored or rejected.
6. If any Critical Vendor accepts payment on account of a Critical Vendor Claim
and thereafter fails to extend credit on terms substantially the same as or better than those
provided by the Critical Vendor to the Debtors prepetition, any such payment shall be deemed an

- 2-
RLFl 6146992v. 1




unauthorized postpetition transfer under Section 549 of the Bankruptcy Code and shall be
recoverable by the Debtors in cash or goods.
7. Nothing herein shall permit the Debtors to waive any actions against any Critical
Vendor arising under Chapter 5 of the Bankruptcy Code without further order of the Court
following consultation with the Official Committee of Unsecured Creditors appointed in these
Chapter 11 Cases.
8. The requirements set forth in Bankruptcy Rule 6004(a) and the Local Bankruptcy
Rules are satisfied by the contents of the Motion.
9. Notwithstanding Bankruptcy Rule 6004(h) the terms and conditions of this Order
shall be immediately effective and enforceable upon its entry.
10. The Debtors are authorized all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion .
11. This Court shall retain jurisdiction to interpret and enforce this Order.
Dated: July Jf)2012
Wilmington, Delaware
RLFI 6146992v. I
CHRISTOPHER S. SONTCHI
UNITEDSTATESBANKRUPTCYJUDGE
- 3 -