Et Al.,: Objection Deadline: November 19, 2012 4:00 PM (EDT)

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)

Objection Deadline: November 19, 2012 @ 4:00 PM (EDT)
FOURTH MONTHLY APPLICATION OF TROUTMAN SANDERS, LLP FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD FROM SEPTEMBER 1. 2012 THROUGH SEPTEMBER 30, 2012
Name of Application Authorized to Provide Professional Services to:
Troutman Sanders, LLP the above-cagtioned debtors and debtors-ingossession July 23, 2012, nunc ero tunc to June 10, 2012 Segtember 1, 2012 through Segtember 30, 2012 $283,843.50 {80% = $227,074.80} $4,885.99
Date of Retention: Period for which compensation and reimbursement are sought: Amount of Compensation sought as actual, reasonable, and necessary: Amount of Expense Reimbursement sought as actual, reasonable, and necessary: This is a(n): _x_ monthly interim
fmal application
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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Prior Applications Filed:
Date Filed
08/04/2012 08/27/2012 9/28/2012
Period Covered
June 10, 2012 through June 30, 2012 July 1 2012 through July 31,2012 August 1, 2012 through August 31,2012
Fees
$338,099.90 $281,220.00 $339,740.00
Expenses
$9,212.43 $4,119.72 $1,588.67
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COMPENSATION BY PROFESSIONAL SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012 Name of Professional Individual Position, year assumed position, prior relevant experience, year of obtaining relevant license to _IJractice
Joined firm as Associate in 1969, Partner in 1975, Sr. Counsel in 2009. Member of GA Bar since 1969. Joined firm as Partner in 2004. Member of GA Bar since 1975. Joined firm as Partner in 2007. Member of GA Bar since 1985. Joined firm as Associate in 1991, Partner in 1999 and Managing Partner in 2011 . Member of GA Bar since 1991. Joined flrm as Partner in 1991. Member of GA Bar since 1983. Joined flrm as Associate in 1996 and Partner in 2001. Member of GA Bar since 1987. Joined flrm as Partner in 2011. Member of GA Bar since 1993. Joined flrm as Associate in 1995 and Partner in 2002. Member of GA Bar since 1995.
Hourly Total Billing --Hours Rate Billed (including changes)

$775.00 59.7
Total Compensation
'
Cohen, Ezra H.
$46,267.50
Kelley, Jeffrey W.
$775.00
93.6
$72,540.00
Banish, Jeffery R.
$650.00
1.1
$715.00
Lewis, Stephen E.
$650.00
0.7
$455.00
Dempster, Hazen H.
$600.00
11 .8
$7,080.00
Richter, Carolyn P.
$580.00
37.7
$21,866.00
Cavender, Jeffery W.
$580.00
87.8
$50,924.00
Johnson, Michael E.
$575.00
30.1
$17,307.50
3
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Name of Professional Individual
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice
Joined firm as Associate in 2005, Partner in 2008. Member of NY Bar since 2000. Joined flrm as Associate in 1990 and Partner in 1997. Member of GA Bar since 1989. Joined flrm as Associate in 1998 and Partner in 2002. Member of GA Bar since 1993. Joined firm as Of Counsel in 2004. Member of NC Bar since 1978. Joined flrm as Associate in 2008. Member of GA Bar since 2004. Joined flrm as Associate in 2007. Member of GA Bar since 2006. Joined flrm as Associate in 2008. Member of GA since 2008. Joined flrm as Associate in 2008. Member of GA Bar since 2008.
Hourly Billing Rate (including changes)

$550.00
Total Hours Billed
Total Compensation
Matthew J. Aaronson
0.5
$275.00
Willis, A. Michelle
$525.00
8.1
$4,252.50
Buehner, John E.
$500.00
19.0
$9,500.00
Stuart, Ann H.
$435.00
1.6
$696.00
Rimer, F. Richard
$425.00
2.2
$935.00
Wood, Justin A.
$350.00
1.5
$525.00
Brooks, Matthew R.
$300.00
116.0
$34,800.00
Roach, StephenS.
$300.00
1.2
$360.00
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Name of Professional Individual
' '
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice
Joined finn as Associate in 2011. Member of GA Bar since 2009. Joined finn as Associate in 2012. Member of MD Bar since 2011 Joined finn as Paralegal in 1987. Joined finn as Secretary in 2004
Hourly Billing Rate (including changes)

$250.00
Total Hours Billed
Total Compensation
Carlsen, Benjamin R.
53.7
$13,425.00
Adam M. Meehan
$250.00
2.2
$550.00
Arnold, Susan C. Feuer, Bonnie K.

TOTAL
$225.00 $85.00
0.8 14.0
543.3
$180.00 $1,190.00 $283,843.50 $283,843.50 $282,473.00 543.3 $ 522.44
Grand Total Attorney Compensation: Total Attorney Hours: Blended Rate:
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COMPENSATION BY PROJECT CATEGORY SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

j
Project Category
Total Hours
19.7 4.0 12.5 69.1 24.3 36.0 1.3 34.4 19.7 5.5 50.0 34.8 58.9 5.5 2.2 7.9 157.5
Total Fees
$10,210.00 $3,100.0 $9,190.50 $31,135.00 $17,852.00 $18,649.00 $907.50 $12,175.50 $14,687.50 $4,262.50 $28,571.50 $23,740.00 $29,452.50 $3,492.50 $1,705.00 $3,760.00 $70,952.50
Case Administration (B 110) Asset Analysis and Recovery (B120) Asset Disposition (B 130) Relief From Stay-Adequate Protection Proceedings (B 140) Meetings of and Communications with Creditors (B 150) Fee/Employment Applications (B160) Fee/Employment Objections (B 170) Assumption/Rejection of Leases and Contracts (B 185) Other Contested Matters (B 190) Business Operations (B210) Employee Benefits/Pensions (B220) FinancingL_Cash Collections (B230) Real Estate (B250) Board of Directors Matters (B260) Claims Administration and Objections (B310) Plan and Disclosure Statement (B320) General Bankruptcy (B410)
TOTAL
543.3
$283,843.50
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EXPENSE SUMMARY SEPTKMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

I
Expense Category
Outside Reproduction Legal Research Filing/Court Fees Court Reporting Travel Expenses Inside Courier & Expense Carriers Outside Courier & Ex_Q_ense Carriers Postage Binding Business Meals Document Retrieval Patent/Trademark fee Room Rental Professional Services Pacer
Service ProVider (if applicable)
Total Expenses
$0.00 $0.00 $0.00 $0.00
Please see the attached chart
$3,463.26 $0.00
Georgia Messenger Service
$71.08 $0.00 $0.00
Please see the attached chart
$974.45 $0.00 $300.00 $0.00 $77.20
TOTAL
$4,885.99
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BUSINESS MEAL DETAIL Date Posted

9/05/2012 9/05/2012 9/10/2012
Provider
Third Party Third Party Third Party
Meal& #of people

Meal/1 Dinner/2 Dinner/1
Description
Ezra Cohen meal Dinner for Ezra Cohen and Michael Johnson Dinner for Michael Johnson Dinner with Jeff Kelley, John Blount, Scott Macaulay and Mark Gendregske Refreshments with Jeff Kelley, John Blount, Scott Macaulay and Mark Gendregske Lunch with Jeff Kelley, John Blount, Scott Macaulay and Mark Gendregske
Amount
$3.00 $94.50 $21.50
9/14/2012
Third Party
Dinner/4
$588.13
9/14/2012
Third Party
Refreshments/4
$65.51
9/14/2012
Third Party
Lunch/4
TOTAL
$201.81 $974.45
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TRAVEL EXPENSE DETAIL Date of Expense

9/1112012 9/1112012 9/11/2012 9/1112012 8/30/2012 8/29/2012 8/29/2012 8/29/2012 8/28/2012 8/28/2012 8/28/2012 8/28/2012 8/28/2012 8/27/2012 8/27/2012 8/27/2012 8/27/2012 8/27/2012 8/27/2012 8/24/2012 8/24/2012 8/2112012 8/20/2012 TOTAL
Date Posted
9/14/2012 9/18/2012 9/18/2012 9/18/2012 9/5/2012 9/6/2012 9/5/2012 9/5/2012 9/5/2012 9/10/2012 9/6/2012 9/5/2012 9/5/2012 9/10/2012 9/10/2012 9/10/2012 9/10/2012 9/5/2012 9/5/2012 9/10/2012 9/10/2012 9/10/2012 9/10/2012
Professional
Jeff Kelley Jeff Kelley Jeff Kelley Jeff Kelley Ezra Cohen Michael Johnson Ezra Cohen Ezra Cohen Ezra Cohen Michael Johnson Michael Johnson Ezra Cohen Ezra Cohen Ezra Cohen Ezra Cohen Michael Johnson Michael Johnson Ezra Cohen Ezra Cohen Ezra Cohen Michael Johnson Michael Johnson Ezra Cohen
Categories for Expense

Delta airfare Taxi Taxi Delta-flight change fee Delta baggage fee Taxi Delta baggage fee Taxi Hotel Hotel Delta baggage fee Delta baggage fee Taxi Delta airfare Travel Agent Fee Delta airfare
Amount
$933.60 $45.00 $68.00 $226.00 $25.00 $32.00 $25.00 $88.37 $328.90 $328.90 $25.00 $25.00 $64.19 $424.60 $38.00 $522.60
Travel A_g_ent Fee Misc. travel Taxi Travel Agent Fee Travel Agent Fee Travel Agent Fee Travel Agent Fee
$38.00 $24.00 $49.10 $38.00 $38.00 $38.00 $38.00 $3,463.26
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
ALLIED SYSTEMS HOLDINGS, INC., et al., 1
Chapter 11
Case No. 12-11564 (CSS)
Debtors.
(Jointly Administered)
Objection Deadline: November 19, 2012
@
4:00 PM (EDT)
FOURTH MONTHLY APPLICATION OF TROUTMAN SANDERS, LLP FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD FROM SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012
Pursuant to sections 330 and 331 of title 11 of the United States Code (the "Bankruptcy
Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),
and the Order Establishing Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Official Committee Members [Docket No. 215] (the
"Administrative Order"), Troutman Sanders, LLP ("Troutman") hereby files this Fourth
Monthly Application for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Co-Counsel to the Debtors and Debtors-in-Possession for the Period From September 1, 2012 through September 30, 2012 (the "Application"). By this Application, Troutman seeks a monthly allowance pursuant to the Administrative Order with respect to the sums of $283,843.50 (80% of which equals $227,074.80) as compensation and
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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$4,885.99 for reimbursement of actual and necessary expenses for a total of $288,729.49 for the period September 1, 2012 through and including September 30, 2012 (the "Compensation Period"). In support of this Application, Troutman respectfully represents as follows: Background
l.
On May 17, 2012 (the "Involuntary Petition Date"), involuntary
petitions were filed against Allied Systems Holdings, Inc. ("Allied Holdings") and its subsidiary Allied Systems, Ltd. (L.P.) ("Allied Systems") under chapter 11 of the Bankruptcy Code in this Court. On June 10, 2012 (the "Voluntary Petition Date," and together with the Involuntary Petition Date, the "Petition Date," as applicable to the particular Debtor), the remaining Debtors filed voluntary petitions in this Court and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed against them. Additional information
regarding the Debtors' business and the background relating to events leading up to the abovecaptioned chapter 11 cases can be found in the Declaration of Scott D. Macaulay in Support of First-Day Pleadings [Docket No. 80] which was filed on the Voluntary Petition Date. 2. Troutman was retained effective as of the Voluntary Petition Date by this
Court's Order dated July 23, 2012 (the "Retention Order"). The Retention Order authorized Troutman to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. Compensation Paid and Its Source 3. All services for which compensation is requested by Troutman were
performed for or on behalf of the Debtors. 4. Except to the extent of the retainer paid to Troutman as described in the
application seeking approval of Troutman's employment by the Debtors during the period
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covered by this Application, Troutman has received no payment and no promises for payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Troutman and any other person other than the partners of Troutman for the sharing of compensation to be received for services rendered in these cases.
Fee Statements
5. The fee statement for the Compensation Period is attached hereto as
Exhibit A. This statement contains daily time logs describing the time spent by each attorney
and paraprofessional for this period. To the best of Troutman's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Guidelines adopted by the Office of the United States Trustee, Del. Bankr. L.R. 2016-2, and the Administrative Order.
Actual and Necessary Expenses

6. A summary of actual and necessary expenses and daily logs of expenses
incurred by Troutman during the Compensation Period is attached hereto as Exhibit B. With respect to on-line legal research, Troutman Sanders has a fixed-price contract with LexisNexis and passes on to our clients the discount for research covered by the contract. This discount varies based on our usage in a given month. After removing administrative charges, we apply the discount (contract cost divided by usage cost) to the research cost by client and matter. Research not covered by the contract is charged at the retail rate. 7. Troutman believes the foregoing rates are the market rates that the
majority of law firms charges clients for such services. In addition, Troutman believes that such charges are in accordance with the American Bar Association's ("ABA") guidelines, as set forth
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m the ABA's Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges.
Summary of Services Rendered
8.
The partners, counsels, and associates of Troutman who have rendered Ezra Cohen, Matthew Brooks, Michael
professional services in these cases are as follows:
Johnson, Carolyn Richter, Jeffrey Kelley, Jeffery Cavender, John Buehner, Ben Carlsen, Michelle Willis, Hazen Dempster, Jeffery Banish, Richard Rimer, Jay Anderson, Ann Stuart, Stephen Lewis, Stephen Roach, Adam Meehan, Ann Stuart, Matthew Aaronson, and Justin Wood. The paraprofessionals of Troutman who have provided service to these attorneys in these cases are Bonnie Feuer and Susan Arnold. 9. Troutman, by and through the above-named persons, has prepared and/or
assisted in the preparation of various motions, responses, applications and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with these cases, and has performed all necessary professional services which are described and narrated in detail hereinafter.
Summary of Services By Project
10.
The services rendered by Troutman during the Compensation Period can
be grouped into the categories set forth below. These categories are generally described below, with a more detailed identification of the actual services provided set forth on the attached
Exhibit A. The attorneys and paraprofessionals who rendered services relating to each category
are identified, along with the number of hours for each individual and the total compensation sought for each category, in Exhibit A attached hereto.
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A.
Case Administration (B 110) Fees: $10,210.00 Total Hours: 19.7
This category includes all matters related to preparing and filing documents with the Court; maintenance of calendars, communications with the U.S. Trustee and various partiesin-interest, review of work in process reports, review of notices of appearance; attending meetings and court hearings; and maintaining service lists. B. Asset Analysis and Recovery (B120) Fees: $3,100.00 Total Hours: 4.0
This category includes all matters relating to acquisitions and analysis of postpetition uses of property of the estate. C. Asset Disposition (B 130) Fees: $9,190.50 Total Hours: 12.5
This category includes matters related to the disposition of property of the estate. D. Relief from Stay-Adequate Protection Proceedings (B140) Fees: $31,135.00 Total Hours: 69.1
This category includes all matters related to and including all motions to modify the automatic stay, issues related to the effect of the automatic stay or pending matters, and all other types of actions where adequate protection is the central issue. E. Meetings of and Communications with Creditors (B150) Fees: $17,852.00 Total Hours: 24.3
This category includes all matters related to responding to creditors inquiries and inquires from the official committee of unsecured creditors.
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F.
Fee/Employment Applications (B 160) Fees: $18,649.00 Total Hours: 36.0
This category includes all matters related to preparing an application to retain Troutman as co-counsel to the Debtors as well as time spent reviewing applications for retention by other professionals and assisting other professionals with preparing and filing retention applications. G. Fee/Employment Objections CB 170) Fees: $907.50 Total Hours: 1.3
This category includes time spent responding to objections filed by various parties to employment applications, including the application filed by Rothschild, Inc. H. Assumption/Rejection of Leases and Contracts (B 185) Fees: $12,175.50 Total Hours: 34.4
This category includes all matters related to contract and lease analysis and matters related to potential assumption, assignment or rejection of executory contracts and unexpired leases. I. Other Contested Matters (B 190) Fees: $14,687.50 Total Hours: 19.7
This category includes matters related to adversary proceedings and contested hearings.
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J.
Business Operations (B210) Fees: $4,262.50 Total Hours: 5.5
This category includes all matters relating to transactional, corporate governance and related matters involving the Debtors' business operations that are not part of a plan of reorganization or disclosure statement. K. Employee Benefits/Pensions (B220) Fees: $28,571.50 Total Hours: 50.0
This category includes all matters related to employee wages, benefits, collective bargaining issues, other employee relations matters, ERISA, and retirement benefits.
L.
Financing/Cash Collections (B230) Fees: $23,740.00 Total Hours: 34.8
This category includes all matters relating to negotiation and documentation of debtor-in-possession financing and post-confirmation financing, all cash collateral issues and related pleadings. M Real Estate (B250) Fees: $29,452.50 Total Hours: 58.9
This category includes all matters relating to commercial real estate owned by the Debtors N Board of Directors Matters (B260) Fees: $3,492.50 Total Hours: 5.5
This category includes communications and meetings with the Debtors' board of directors.
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0.
Claims Administration and Objections (B310) Fees: $1,705.00 Total Hours: 2.2
This category includes all matters related to and including claims administration matters and bar date matters, including claims objections and related contested matters. P. Plan and Disclosure Statement (B320) Fees: $3,760.00 Total Hours: 7.9
This category includes time spent researching and developing a disclosure statement. Q. General Bankruptcy (B410) Fees: $70,952.50 Total Hours: 157.5
This category includes time spent on all general, non-bankruptcy litigation matters.
Valuation of Services
11.
Attorneys and paraprofessionals of Troutman have expended a total of
543.3 hours in connection with this matter during the Compensation Period, as follows:
ATTORNEYS
Cohen, Ezra H. Kelley, Jeffrey W. Banish, Jeffery R. Lewis, Stephen E. Dempster, Hazen H. Richter, Carolyn P. Cavender, Jeffery W. Johnson, Michael E. Matthew J. Aaronson Willis, A. Michelle Buehner, John E.
HOURLY RATE
$775.00 $775.00 $650.00 $650.00 $600.00 $580.00 $580.00 $575.00 $550.00 $525.00 $500.00
HOURS
59.7 93.6 1.1 0.7 11.8 37.7 87.8 30.1 0.5 8.1 19.0
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Stuart, Ann H. Rimer, F. Richard Wood, Justin A. Brooks, Matthew R. Roach,

St~phen
$435.00 $425.00 $350.00 $300.00 $300.00 $250.00 $250.00 S.
1.6 2.2 1.5 116.0 1.2 53.7 2.2

..
Carlsen, Benjamin R. Adam M. Meehan
PARAPROFESSIONALS
Arnold, Susan C. Feuer, Bonnie K.
HOURLY RATE
$225.00 $85.00
HOURS
2.0 19.5
The nature of the work performed by these persons is fully set forth in Exhibit A attached hereto. These are Troutman's normal hourly rates for work of this character. The reasonable value of the services rendered by Troutman to the Debtors during the Compensation Period is $283,843.50. 12.
In accordance with the factors enumerated in section 330 of the
Bankruptcy Code, it is respectfully submitted that the amount requested by Troutman is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. Moreover, Troutman has reviewed the requirements of Del. Bankr. L.R. 2016-2 and believes that this Application complies with that Rule. WHEREFORE, Troutman respectfully requests that the Court authorize that for the period September 1, 2012 through September 30, 2012, an allowance be made to Troutman pursuant to the terms of the Administrative Order, with respect to the sum of $283,843.50 as compensation for necessary professional services rendered (80% of which equals $227,074.00), and the sum of $4,885.99 as 100% reimbursement of actual necessary costs and expenses, for a
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total of$288,729.49 and that such swns be authorized for payment and for such other and further relief as this Court may deem just and proper. Dated: October 29, 2012 Respectfully submitted, Ezra H. ohen (GA Bar No. 173800) Jeffrey W. Kelley (GA Bar No. 412296) 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
Efoi" /IV~
Counsel for the Debtors and Debtors-in-Possession
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VERIFICATION
STATE OF GEORGIA COUNTY OF FULTON
) : ss.: )
Ezra H. Cohen, after being duly sworn according to law, deposes and says: a) I am Senior Counsel with the applicant firm, Troutman Sanders, LLP, and
have been admitted pro hac vice to appear before this Court.
b)
I am familiar with the work performed on behalf of the Debtors by the
lawyers in the firm. c) I have reviewed the foregoing Application and the facts set forth therein
are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. L.R. 2016-2, and submit that the Application substantially complies with such order.
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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)
Objection Deadline: November 19, 2012 @ 4:00 PM (EST)
NOTICE OF FOURTH MONTHLY FEE APPLICATION OF TROUTMAN SANDERS, LLP PLEASE TAKE NOTICE that Troutman Sanders, LLP (the Applicant) has today filed the attached Fourth Monthly Application of Troutman Sanders, LLP for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses as Co-Counsel to the Debtors and Debtors in Possession for the Period from September 1, 2012 through September 30, 2012 (the Application) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No.215] (the Administrative Order) and must be filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801, and
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.
1
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be served upon and received by (i) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (ii) co-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia, 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (iii) the Office of the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (iv) co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan), no later than 4:00 p.m. (Eastern Standard Time) on November 19, 2012 (the Objection Deadline). PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received in accordance with this notice and the Administrative Order, a hearing on the Application will be held at the convenience of the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Administrative Order and the procedures described herein will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE that, pursuant to the Administrative Order, if no objection to the Application is timely filed, served and received by the Objection Deadline, the Applicant may be paid an amount equal to the lesser of (i) 80 percent of the fees and 100 percent
-2Active 20178526v1 002872.111292
of expenses requested in the Application, or (ii) 80 percent of the fees and 100 percent of the expenses not subject to an objection without the need for further order of the Bankruptcy Court. Dated: October 29, 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 Counsel for the Debtors and Debtors-in-Possession
-3Active 20178526v1 002872.111292
EXHIBIT A
Active 20177701vl 002872.111292
TROUTMAN SANDERS LLP

Payment Remittance Address
ATTORNEYS AT LAW A LIMITED LiABILITY PARTNERSHIP FEDERAL 10
Office Address
Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652
600 Peachtree Street, NE Suite 5200 Atlanta, GA 30308-2216
No. 58-0946915
BILLING INQUIRIES:
404-885-2508
Allied Systems Holdings, Inc. Attn: John F. Blount 2302 Parklake Dr NE Ste 600 Atlanta, GA 30345-2918
Invoice Date Submitted by Direct Dial Invoice No. File No.
10/23/12
J W Kelley
404-885-3383 1452324 002872. 111292
RE: Current Invoice for Period Ending 09/30/12

Client. Matter 002872. 111292 Matter Name Chapter 11 Fees 283,843.50 Disbs 4,885.99 Total 288,729.49
Total Amount of This Invoice
$288,729.49
Accounts Receivable as of 10/23/12
$123,863.80
IN ACCOUNT WITH

ATTORNEYS AT LAW
Invoice Date 10/23/12 Invoice Number 1452324 File No. 002872.111292 Page2
Allied Systems Holdings, Inc. Chapter 11
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 ADMINISTRATION B 110 Case Administration 09/04/12 JWK 09/06/12 Various emails concerning Exxon agreement 0.2 775.00 155.00
Confer with Alexander Vargas (Heenan) regarding ordinary course affidavits (0.2); correspond with Alexander Vargas regarding same (0.2); edit motion to extend exclusivity (0.9); confer with Ezra Cohen regarding same (0.1 ); BRC
1.4
250.00
350.00
09/10/12 BRC 09/11/12 BRC 09/11/12 CPR 09/11/12
Draft correspondence to National Fuel 0.7 250.00 175.00
Edit OCP Matrix (03); correspond with Cade Daniel regarding same (0. 1)
0.4
250.00
100.00
Review and revise lessor address chart 0.6 580.00 348.00
Review revised motion with Delaware counsel's comments to extend time to assure or reject real property leases and telephone call with local counsel regarding service and notice (1.0); review and finalize notice list (1.0) CPR 2.0 580.00 1'160.00
09/14/12 JWC 09/14/12 JWK 09/19/12 EHC 09/19/12 JWC 09/20/12 BRC
Conference with Jeff Kelley regarding results of meetings between Debtor, Yucaipa, Black Diamond and Spectrum
0.1
580.00
58.00
Conference with Jeff Cavender and Ezra Cohen concerning status of open issues 0.5 775.00 387.50
Review of recent and upcoming developments
0.4
775.00
310.00
Email correspondence with Robert Klyman regarding committee confidentiality agreement
0.1
580.00
58.00
Update OCP Matrix and correspond with Cade Daniel regarding same 0.1 250.00 25.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
Invoice Date 10/23/12 Invoice Number 1452324 File No. 002872.111292 Page 3
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/20/12 JWK 09/20/12 JWK 09/20/12 JWK 09/21/12 CPR 09/24/12 Various telephone calls concerning Louisville lease 0.4 775.00 310.00
Telephone call with John Blount concerning open issues 0.3 775.00 232.50
Various emails concerning EBITDA issue 0.2 775.00 155.00
Review and email to Ezra Cohen regarding City of New York objection to extension motion 1.0 580.00 580.00
Review Jeff Kelley's email regarding prepetition 1st lien loan agreement (.2); review agreement and draft analysis (.8) CPR 1.0 580.00 580.00
09/24/12 JWK 09/24/12 JWK 09/24/12 JWK 09/25/12 JWK 09/25/12
Various emails concerning truck computer issue 0.3 775.00 232.50
Conference with Ezra Cohen open issues 0.6 775.00 465.00
Telephone call with Chris Samis concerning open issues 0.2 775.00 155.00
Telephone call with Mark Collins concerning open issues 0.3 775.00 232.50
Research Ricky Whatley's claim in the last bankruptcy ( 1.1 ); confer with him regarding the objection to same (0.4 ); draft correspondence to him regarding same (0.5) BRC 2.0 250.00 500.00
09/26/12
Prepare for KERP hearing; review PTS docket regarding past KERP (0.9); confer with Jeff Cavender regarding same {0.2) BRC 1.1 250.00 275.00
09/26/12 MRB 09/27/12 JWC
Communicate with Marisa Tarranova regarding upcoming matters for 9/28 calendar 0.1 300.00 30.00
Conference with Jeff Kelley regarding hearing tomorrow and status of case 0.4 580.00 232.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12
09/27/12 JWC 09/28/12 CPR 09/30/12 BRC 09/30/12 JWK Total B110 Case Administration B120 Asset Analysis and Recovery 09/06/12 EHC Total B120 Asset Analysis and Recovery B 130 Asset Disposition 09/05/12 JWK 09/06/12 JWK 09/06/12
Working dinner meeting with John Blount and Jeff Kelley in preparation for hearings and to discuss status of case 1.0 580.00 580.00
Attention to issues in syndicated credit agreements relating to creditor action and review DIP regarding same 2.8 Update and edit OCP Matrix 0.5 250.00 125.00 580.00 1,624.00
Call with Mark Collins concerning strategy for case 1.0 19.7 775.00 0.00 775.00 10,210.00
Review of Ryder issues and preparation of memorandum and message thereon 4.0 4.0 775.00 0.00 3,100.00 3,100.00
Review proposal to acquire assets
0.4
775.00
310.00
Call with John Blount and Jeff Cavender concerning Black Diamond and Spectrum Issues 0.8 775.00 620.00
Various emails and calls concerning committee requests for information on Rothschild and deal status (1.6); telephone call with Mark Gendregske concerning same (.2) JWK 1.8 775.00 1,395.00
09/06/12 JWC 09/09/12 JWK 09/09/12 JWK 09/10/12
Review of term sheet and email correspondence regarding same
0.4
580.00
232.00
Call concerning potential transaction 0.9 775.00 697.50
Call with Doug Teitelbaum et al concerning meeting with other lenders 1.2 775.00 930.00
Analysis of issues relating to potential transaction and
IN ACCOUNT WITH

ATTORNEYS AT LAW
Invoice Date 10/23/12 Invoice Number 1452324 File No. 002872. 111292 PageS
various emails concerning same JWK 09/10/12 JWK 09/10/12
0.4
775.00
310.00
Further analysis of potential transaction 0.9 775.00 697.50
Conference with Cade Daniel, Shelli Willis and environmental counsel regarding addressing committee's comments to asset purchase agreement (1.0); revise sale motion accordingly and proof changes to draft(. 7) CPR 1.7 580.00 986.00
09/13/12 JWK 09/13/12 JWK 09/14/12 SEL 09/17/12 JWK 09/19/12 JWK 09/25/12 JWK 09/28/12 JWK 09/30/12
Telephone call with interested party and various emails concerning same 0.5 775.00 387.50
Telephone call with John Blount concerning potential transaction
0.4
775.00
310.00
Conference with Jeff Kelley regarding potential transaction 0.7 Analysis of potential transaction 0.2 775.00 155.00 650.00 455.00
Telephone call with Jess Austin concerning potential transaction 0.3 775.00 232.50
Various emails concerning potential transaction 0.2 Analysis of potential transaction 0.7 775.00 542.50 775.00 155.00
Preparation for and participation in conference call with Jeff Kelley, Michael Johnson, and Mark Collins about determination of requisite lender status EHC 1.0 12.5 775.00 0.00 775.00 9,190.50
Total 8130 Asset Disposition 8140 Relief from Stay-Adequate Protection Proceedings 09/04/12
Review of various requests for stay relief to continue state court litigation and email correspondence with Jonathan Davis regarding same JWC 1.6 580.00 928.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/05/12 JWC 09/05/12 JWC 09/11/12 JWC 09/11/12 JWC 09/12/12 JWC 09/14/12 JWC 09/14/12 Email communications with Jonathan Davis regarding conference call to discuss stay relief issues 0.1 580.00 58.00
Prepare for call on stay relief issues and participate in call regarding same 0.7 580.00 406.00
Participate in conference call with Chartis, Jonathan Davis, and Chris Samis 0.5 580.00 290.00
Email to Jonathan Davis regarding stay relief questions 0.1 580.00 58.00
Review of stay relief issues and telephone conference with Richard Levine regarding same 0.2 580.00 116.00
Telephone conferences with Chris Samis regarding stay relief issues 0.3 580.00 174.00
Review of stay relief motion filed by Smodic and motion to expedite consideration and email correspondence with Jonathan Davis regarding same JWC 0.4 580.00 232.00
09/14/12 JWC 09/14/12 JWC 09/14/12 BRC 09/17/12 JWC 09/17/12 BRC 09/18/12 BRC
Conference with Ben Carlsen regarding responses to stay relief motions 0.1 Work on stay relief issues 0.4 580.00 232.00 580.00 58.00
Review motions for relief from stay (0.8); review insurance policies (1.3) 2.1 250.00 525.00
Work on stay relief issues and email correspondence with Chris Samis and Ben Carlsen regarding same 0.5 580.00 290.00
Research and draft response to motions for relief from stay 3.4 250.00 850.00
Research and draft response to motions for relief from stay 5.6 250.00 1,400.00
IN ACCOUNT WITH

ATTORNEYS AT LAW

09/18/12 JWC 09/18/12 Email correspondence with Jeff Kelley regarding KERP and stay relief issues 0.1 580.00 58.00
Work on stay relief issues (2.2); telephone conference with Jonathan Davis regarding same and email correspondence regarding same (.5) JWC 2.7 580.00 1,566.00
09/19/12 BRC 09/20/12
Research and draft response to motions for relief from stay 3.4 250.00 850.00
Research and draft response to motions for relief from stay in personal injury cases (2.0); review insurance policies (1.1) BRC 3.1 250.00 775.00
09/20/12
Review of pending motions for stay relief in personal injury actions and conferences thereon with Jonathan Davis, Jeff Cavender, and Chris Samis EHC 1.3 775.00 1,007.50
09/21/12
Telephone conferences with Ezra Cohen regarding stay relief call (.2); participate in conference call regarding stay relief issues (.5); email correspondence regarding same (.3) JWC 1.0 580.00 580.00
09/24/12
Work on response to stay relief motions, including telephone conference with Jonathan Davis regarding pending claims (.1 ); email correspondence with Marissa Terranova regarding motions to shorten response deadlines (.2); conferences with Ben Carlsen regarding same (.2); draft, edit and revise response brief (5.3) JWC 6.5 580.00 3,770.00
09/24/12 JWC 09/24/12
Work on stay relief issues in connection with upcoming hearings 0.2 580.00 116.00
Participate in conference calls with Jonathan Davis, Chris Samis, Paul Custer and Mike Frey relative to stay relief issues JWC 0.8 580.00 464.00
09/24/12 BRC
Draft objection to motions for relief from stay 7.5 250.00 1,875.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
Invoice Date 10/23/12 Invoice Number 1452324 File No. 002872.111292 PageS
09/25/12 EHC 09/25/12 BRC 09/25/12
Review of response to motions for relief from stay 0.2 775.00 155.00
Draft objections to motions for relief (personal injury) 3.3 250.00 825.00
Edit and revise stay relief brief (3. 1); conference with Ezra Cohen regarding same (.1 ); conference with Jeff Kelley regarding same (.1 ); numerous conferences with Ben Carlsen regarding same (.3) JWC 3.6 580.00 2,088.00
09/25/12 JWK 09/26/12
Review proposed response to lift stay motions 0.7 775.00 542.50
Telephone conference with Committee Counsel regarding stay relief issues and email correspondence regarding stay relief issues JWC 0.3 580.00 174.00
09/27/12
Email correspondence with Paul Custer regarding Pennsylvania action (.1 ); telephone conference with Paul Custer regarding same (.1 ); telephone calls from and to Richard Levine regarding same (.2) JWC
0.4
580.00
232.00
09/27/12 JWC 09/27/12 JWC 09/28/12 JWC 09/28/12 JWC 09/28/12 JWC Total B140 Relief from Stay-Adequate Protection Proceedings
Continued preparation for hearings on stay relief 2.0 580.00 1,160.00
Travel to Delaware and work in route on preparation for hearings on KERP and stay relief motions 5.0 580.00 2,900.00
Continued preparation for stay relief and adequate protection hearings 4.5 580.00 2,610.00
Attend hearings on stay relief and KERP 2.0 Return travel to Atlanta 4.5 69.1 580.00 0.00 2,610.00 31,135.00 580.00 1,160.00
B150 Meetings of and Communications with Creditors 09/04/12 Telephone call with Mike Burke for update
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 JWK 09/06/12 JWC 09/06/12 JWC 09/07/12 JWK 09/10/12 JWK 09/10/12 JWK 09/11/12 JWK 09/11/12 JWK 09/11/12 0.3 775.00 232.50
Conference Call with Black Diamond, Spectrum and their counsel regarding KERP plan and other issues 1.0 580.00 580.00
Conference call with Jeff Kelley and John Blount regarding conference call with Black Diamond and Spectrum 0.5 580.00 290.00
Telephone call with Mike Burke concerning open issues and various emails concerning same 0.3 775.00 232.50
Telephone call with Mike Burke concerning update 0.3 775.00 232.50
Telephone call with Adam Harris concerning creditor issues 0.3 775.00 232.50
Travel to New York for meeting of lender group (review background materials on lender issues on plane) 4.0 775.00 3,100.00
Telephone call with Mike Burke concerning reporting 0.2 775.00 155.00
Email to Robert Klyman regarding conference call with the Committee's counsel relative to document production issues JWC 0.1 580.00 58.00
09/12/12 JWC 09/12/12
Coordinate conference call between Yucaipa and creditor's committee regarding document production issues 0.3 580.00 174.00
Conference with client to prepare for meeting with lender group (1.5); meeting with secured lender group (4.3); postmeeting conference with client (1 ); travel to Atlanta from New York following meeting (3.5); telephone call with Mike Burke concerning update (.1) JWK 10.4 775.00 8,060.00
09/13/12 JWK 09/14/12
Telephone call with Mike Burke concerning update (.2); various em ails concerning potential financial advisers (1.1) 1.3 775.00 1,007.50
Participate in conference calls with Yucaipa and Creditors Committee regarding document production and follow-up
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 conference with Michael Johnson regarding same JWC 09/14/12 MEJ 09/14/12 0.6 580.00 348.00
Conference call with Yucaipa's counsel Robert Klyman regarding Creditors' Committee document requests 0.3 575.00 172.50
Conference call with Yucaipa's counsel and Creditors' Committee's counsel regarding disputed document requests by Creditors' Committee MEJ 0.6 575.00 345.00
09/14/12 MEJ 09/17/12 JWK 09/18/12 JWC 09/18/12 JWC 09/19/12 JWK 09/21/12
Conference with Jeff Cavender regarding Creditors' Committee document requests 0.2 575.00 115.00
Telephone call with Mike Burke concerning update 0.5 775.00 387.50
Review of email communications between Yucaipa and unsecured creditors committee and respond to same 0.3 580.00 174.00
Telephone conference with Michael Burke regarding KERP and stay relief issues 0.3 Update call with Mike Burke 0.3 775.00 232.50 580.00 174.00
Review deed and email to creditors committee counsel regarding same (.6); conference with Robin Allen regarding real property deeds to be obtained (.2) CPR 0.8 Update call with Michael Burke JWK 0.4 775.00 310.00 580.00 464.00
09/25/12
09/26/12 JWK 09/26/12 JWK
Telephone call with Mike Burke concerning ERISA issue and follow-up 0.7 775.00 542.50
Telephone call with Bill Gray and Mike Burke concerning ERISA issue! 0.3 24.3 775.00 0.00 232.50 17,852.00
Total B150 Meetings of and Communications with Creditors
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 8160 Fee/Employment Applications 09/04/12 A 105 MEJ 09/04/12 A105 MEJ 09/04/12 JWK 09/04/12 JWK 09/05/12 BRC 09/05/12 Communicate (in firm) Communicate (in firm) Conference with Jeff Kelley regarding Rothschild engagement dispute and related matters 0.2 575.00 115.00
Additional conference with Jeff Kelley regarding Rothschild engagement dispute and related matters 0.2 575.00 115.00
Various emails and calls concerning Rothschild retention issues 1.2 775.00 930.00
Review Rothschild engagement letter for potential resolution of issues 0.7 775.00 542.50
Research Sitrick as ordinary course professional and draft correspondence to Jeff Kelley regarding same (0.2) 0.2 250.00 50.00
Telephone conference with Stephen Woods regarding Ogletree employment application (.2); review of revised application in connection with same (.8) JWC 1.0 Review of Rust/Omni statements EHC 0.3 775.00 232.50 580.00 580.00
09/05/12
09/06/12 JWC 09/10/12 JWK 09/10/12
Work on revised Ogletree Application and email correspondence regarding same 0.5 580.00 290.00
Telephone call with John Blount concerning financial adviser retention issues 0.2 775.00 155.00
Email correspondence with Stephen Woods regarding Ogletree application and telephone conference with Stephen Woods regarding same JWC 0.6 580.00 348.00
09/10/12
Review of revised employment application and email correspondence with Stephen Woods regarding same (.3); telephone conference with Stephen Wood regarding same
(.1)
JWC
0.4
580.00
232.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
Invoice Date 10/23/12 Invoice Number 1452324 File No. 002872. 111292 Page 12
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/11/12 JWC 09/11/12 JWC 09/11/12 JWC 09/11/12 Telephone conference with Jeff Kelley regarding Ogletree retention application 0.2 580.00 116.00
Work on issues relative to Ogletree employment application 0.4 580.00 232.00
Telephone conference with Chris Samis regarding stay relief issues, Ogletree application and KERP issues 0.2 580.00 116.00
Telephone conference with Stephen Wood regarding Ogletree application and telephone call to and email to Jeff Kelley regarding same JWC 0.6 580.00 348.00
09/11/12 JWK 09/14/12 JWK 09/14/12 JWK 09/14/12
Various emails concerning retention issues 0.2 775.00 155.00
Prepare statement to comply with court procedures 0.6 775.00 465.00
Call with client concerning financial adviser retention and related issues 1.7 775.00 1,317.50
Conference with Jeff Kelley regarding July and August fee applications (0.2); communicate with Marisa Terranova and Chris Samis regarding same (0.4) MRB 0.6 300.00 180.00
09/17/12 JWC 09/17/12
Email correspondence with John Blount regarding Ogletree application 0.1 580.00 58.00
Telephone call with John Blount concerning financial adviser retention issues (.3); conference with Michael Johnson concerning same (.3) JWK 0.6 775.00 465.00
09/18/12 JWK 09/18/12 JWK
Various emails and calls concerning financial advisor retention issues 0.9 775.00 697.50
Telephone call with potential new financial adviser and various follow-up emails 0.7 775.00 542.50
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/18/12 JWK 09/18/12 JWK 09/19/12 JWK 09/19/12 JWK 09/19/12 Prepare statement to conform to court procedures 1.2 775.00 930.00
Telephone call with Brian Cullen concerning financial adviser retention issues 0.2 775.00 155.00
Various emails concerning financial adviser retention 0.6 775.00 465.00
Various telephone calls concerning financial adviser retention issues 0.3 775.00 232.50
Communicate with Jeff Kelley and Jeff Cavendar regarding July fee invoice (0.1 ); communicate with Marissa Terranova regarding certificate of no objection for same (0.1) MRB 0.2 300.00 60.00
09/19/12
Email correspondence with Scott Macauley and Grant Thorton regarding application (.3); email correspondence with Stephen Woods regarding Ogletree application (.1) JWC
0.4
580.00
232.00
09/20/12 JWK 09/20/12 JWK 09/20/12 JWK 09/20/12 JWK 09/21/12 JWK 09/21/12 JWK 09/21/12 JWC
Telephone call with Jim Doak concerning proposal 0.3 775.00 232.50
Telephone call with Mark Collins concerning financial adviser retention issues 0.2 775.00 155.00
Telephone call with potential financial adviser 0.1 775.00 77.50
Telephone call with Brian Cullen concerning financial adviser retention issues 0.3 775.00 232.50
Emails concerning financial adviser retention issue
0.4
775.00
310.00
Review of emails relative to Rothschild engagement 0.1 580.00 58.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/21/12 MRB 09/22/12 JWK 09/23/12 JWK 09/24/12 JWK 09/24/12 BKF 09/25/12 Communicate with Jeff Kelley regarding August fee app 0.2 300.00 60.00
Review financial adviser retention chart and telephone call with Scott Macaulay concerning same 1.1 775.00 852.50
Draft, review and revise third monthly Troutman Sanders LLP's fee application 5.0 85.00 425.00
Review of issues relative to Ogletree employment application and email correspondence with Stephen Woods and John Blount regarding same JWC 0.5 580.00 290.00
09/26/12 MRB 09/27/12 BRC 09/27/12 JWK 09/28/12 JWK 09/28/12 JWK 09/28/12 BRC 09/28/12
Review and revise OCP affidavit for filing 0.2 300.00 60.00
Review and revise August fee application 4.1 250.00 1,025.00
Various emails concerning financial adviser retention issues 0.3 775.00 232.50
Various emails concerning financial adviser retention issues 0.9 775.00 697.50
Various emails and conference with John Blount concerning financial adviser retention issues 1.0 775.00 775.00
Review and revise August fee application (2.9); correspond with Marisa Terranova regarding same (0.1) 3.0 250.00 750.00
Various communications regarding third monthly fee application of Troutman Sanders
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 MRB 09/29/12 JWK 09/30/12 JWC Total 8160 Fee/Employment Applications B 170 Fee/Employment Objections 09/06/12 JWK 09/14/12 MEJ 09/21/12 Telephone call with Adam Harris concerning status of Rothschild objection 0.2 775.00 155.00 0.6 300.00 180.00
Various emails and calls concerning financial adviser retention issues 0.9 775.00 697.50
Review of various emails from Jeff Kelley regarding Rothschild engagement and proposed transaction 0.3 36.0 580.00 0.00 174.00 18,649.00
Conference with Jeff Kelley regarding disputes with Black Diamond regarding Rothschild retention and other issues 0.3 575.00 172.50
Review emails among counsel regarding negotiations for resolution of objections to Allied financial advisor engagement MEJ 0.2 575.00 115.00
09/21/12
Review of developments with respect to resolution of objections to Rothschild retention and to alternative retention of another financial advisor EHC 0.3 775.00 232.50
09/21/12
Telephone call with Adam Harris concerning financial adviser retention issues and various emails concerning same JWK 0.3 1.3 775.00 0.00 232.50 907.50
Total 8170 Fee/Employment Objections B 185 Assumption/Rejection of Leases and Contracts 09/05/12 BRC 09/10/12 EHC 09/11/12
Review letter from National Fuel, and draft correspondence to Scott Macaulay regarding same (0.5) 0.5 250.00 125.00
Review of real estate leases and motion to extend time to assume or reject 0.3 775.00 232.50
Review of leases and preparation of analysis thereof
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 EHC 09/11/12 BKF 09/13/12 2.7 775.00 2,092.50
Revise real property lease information 5.0 85.00 425.00
Correspond with Scott Macaulay regarding National Fuel deposit (0.2); correspond with Ken Peters regarding Imperial Deposit return (0.3) BRC 0.6 250.00 150.00
09/13/12 JWK 09/14/12 MRB 09/17/12
Various emails concerning Axis sublease issue 0.2 775.00 155.00
Communicate with Cade Daniel regarding Northlake lease (0.1 ); legal research regarding same (0.8) 0.9 300.00 270.00
Conference with Jonathan Davis regarding Lawrenceville lease issues (0.2); communicate with Cade Daniel regarding Northlake security deposit (0.2); legal research and document review relating to Northlake issues (1.4}; draft memo regarding collective lease issues and correspondence to Northlake landlord (5.9) MRB 7.7 300.00 2,310.00
09/17/12 JWK 09/18/12
Various emails concerning Hamilton lease 0.3 775.00 232.50
Review and revise correspondence to Freise Legal regarding Lawrenceville property assessments and correspondence to Gwinnett Place regarding Northlake lease security deposit ( 1.1 ); communicate with Jonathan Davis and Cade Daniel regarding same (0.4); MRB 1.5 300.00 450.00
09/19/12
Conference with counsel for Gwinnett Property Owners Association regarding demand letter and notice of lien (0.5); conference with Jonathan Davis regarding same and related real estate issues (0.5); review documents and legal research in connection with real estate issues (2.2) MRB 3.2 300.00 960.00
09/21/12
Communicate with Cade Daniel regarding regarding issues related to real property leases (0.2); document review and analysis regarding same MRB 1.6 300.00 480.00
09/23/12
Review Axis lease limited objection and prepare for hearing
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 JWK 09/24/12 0.8 775.00 620.00
Email correspondence with John Buehner regarding executory contract issues and review of documents in connection with same and telephone conference with John Buehner regarding same JWC 0.5 580.00 290.00
09/25/12 BRC 09/25/12
Confer with Ken Peters regarding Imperial deposit 0.3 250.00 75.00
Conference with Cade Daniel and Ezra Cohen regarding issues related to Brooklyn location sublease (0.5); conference with Cade Daniel regarding Montreal location lease (0.2); legal research and analysis regarding tax obligations for same MRB 2.1 300.00 630.00
09/26/12
Confer with Jeff Kelley regarding City of New York's objection (0.3); review case file regarding same (0.8}; research applicability of adequate assurance clause (2.0} BRC 3.1 250.00 775.00
09/26/12
Conference with Cade Daniel regarding amended sublease for Brooklyn facility and potential response to RFP (0.2); review documents in connection with same (.7) MRB 0.9 300.00 270.00
09/26/12 JWK 09/26/12 JWK 09/27/12 BRC 09/27/12 JWC 09/27/12 JWK 09/27/12 JWK
Prepare for hearing on Axis lease issue 0.5 775.00 387.50
Conference with Ben Carlsen concerning Axis lease issue 0.5 775.00 387.50
Correspond with Ken Peters regarding Imperial deposit 0.1 250.00 25.00
Review of email correspondence relative to on board computer contract 0.1 580.00 58.00
Various telephone calls concerning potential resolution of Axis lease issues at September 28 hearing 0.6 775.00 465.00
Telephone call with counsel for Axis landlord to resolve September 28 hearing and various emails concerning same
0.4
775.00
310.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 Total 8185 Assumption/Rejection of Leases and Contracts 8190 Other Contested Matters 09/06/12 SSR 09/06/12 JWK 09/21/12 Research regarding removal of personal injury suit in state court 0.8 300.00 240.00 34.4 0.00 12,175.50
Conference with Michael Johnson concerning New York litigation 0.3 775.00 232.50
Review of issues with respect to relief from stay and conference thereon with John Blount, Jonathan Davis, Jeff Cavender, Michelle Levitt, and Chris Samis EHC 1.0 Call concerning potential claim JWK 0.9 775.00 697.50 775.00 775.00
09/22/12
09/25/12 JWK 09/25/12
Telephone call concerning potential cause of action and various emails concerning same 0.9 775.00 697.50
Conference with Matt Aaronson concerning New York litigation(.4); conference with Michael Johnson concerning New York litigation (.7); review and revise complaint (1.2); analyze potential declaratory judgment cause of action {1.3) JWK 3.6 775.00 2,790.00
09/25/12 MEJ 09/26/12 JWK 09/27/12 JWK 09/27/12 JWK 09/28/12 JWK
Conference call with regarding adversary proceeding 0.7 Review and revise complaint 0.2 775.00 155.00 575.00 402.50
Conference with Jeff Cavender concerning August 28 hearings 0.5 775.00 387.50
Travel to Wilmington (prepare for hearing on plane) 5.0 775.00 3,875.00
Travel to Atlanta from Wilmington (work on potential claim issues while traveling) 4.0 775.00 3,100.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/28/12 JWK 09/30/12 Attend September 28 hearing 1.5 775.00 1'162.50
Prepare for conference call regarding possible adversary proceeding claims; Conference call with Mark Collins, Jeff Kelley, and Ezra Cohen regarding possible adversary and related pleadings MEJ 0.3 19.7 575.00 0.00 172.50 14,687.50
Total B 190 Other Contested Matters Summary of B100 ADMINISTRATION
221.0 OPERATIONS B210 Business Operations 09/05/12
0.00
117,907.00
Review of Ryder documents and preparation of memorandum thereon (1.5); review of litigation and preparation of message thereon in connection with motion to extend time for removal (1.8}; review of leases in connection with motion to extend time to assume or reject (.7); review and analysis of response of Fidelity Bank with respect to cash management and preparation of message thereon (.3) EHC 4.3 775.00 3,332.50
09/06/12
Review of letter from John Christy about Fidelity Bank and response thereto (.5); conference thereon with Scott Macaulay (.1) EHC 0.6 775.00 465.00
09/20/12 EHC Total B210 Business Operations B220 Employee Benefits/Pensions 09/04/12
Review of cash management order and message to Scott Macaulay about opening new bank accounts 0.6 5.5 775.00 0.00 465.00 4,262.50
Email correspondence with Chris Samis and John Blount regarding KERP and brief conversation with Jeff Kelley regarding same JWC 0.3 580.00 174.00
09/04/12
Edit and revise motion to approve KERP and work on affidavit of John Blount in support of motion ( 1.5); telephone conference with John Blount in connection with same (.5); email correspondence regarding KERP with Adam Harris(.1)
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 JWC 09/05/12 JWC 09/05/12 JWC 09/05/12 JWC 09/06/12 JWC 09/06/12 JWC 09/06/12 2.1 580.00 1,218.00
Email communications with Adam Harris and John Blount regarding call to discuss KERP 0.3 580.00 174.00
Work on motion to approve KERP and affidavit of John Blount in connection with same 3.0 580.00 1,740.00
Telephone conference with John Blount regarding KERP plan 0.2 580.00 116.00
Work on KERP Motion and draft declaration for John Blount and email correspondence regarding same 6.0 580.00 3,480.00
Telephone conferences with Michael Burke regarding KERP 0.2 580.00 116.00
Telephone conference with Michael Burke regarding KERP and follow-up email correspondence with Jeff Kelley and John Blount regarding same JWC 0.6 580.00 348.00
09/06/12 EHC 09/07/12
Review of cases with respect to withdrawal liability and preparation of conference thereon 0.5 775.00 387.50
Edit and revise KERP Motion (3.0); email correspondence with Ben Carlsen regarding same (.2); telephone conference with Ben Carlsen regarding same (.2); email correspondence with Chris Samis regarding same (.3); email correspondence with John Blount regarding same (.2); email correspondence with Jeff Kelley regarding same (.1 ); email correspondence with Adam Harris and Robert Klyman regarding same (.2) JWC 4.2 580.00 2,436.00
09/07/12 BRC 09/07/12
Review and edit KERP motion (2.5); correspond with Jeff Cavender regarding same (0.2) 2.7 250.00 675.00
Legal research with respect to pension liability and message thereon to Bill Gray and Robert Klyman (3.2); conference thereon with Robert Klyman, Derex Walker, Scott Sozia, Bill Gray, Laura McAlister; John Blount and
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 Jeff Kelley (.8) EHC 09/11/12 JWC 09/11/12 4.0 775.00 3,100.00
Email correspondence with Stephen Woods regarding Ogletree Application 0.1 580.00 58.00
Review of Motion to Seal relative to KERP exhibit and email correspondence with Marisa Terranova regarding same JWC 0.3 580.00 174.00
09/11/12
Telephone conference with Michael Burke regarding KERP Motion and additional information needed and email to John Blount regarding same JWC 0.2 580.00 116.00
09/14/12 JWC 09/14/12
Telephone calls to and from John Blount regarding KERP
0.4
580.00
232.00
Email correspondence with John Blount and Chris Samis relative to additional information request of U.S. Trustee in connection with KERP JWC 0.2 580.00 116.00
09/17/12 JWC 09/18/12
Email correspondence with Jeff Kelley, John Blount and Michael Burke regarding KERP 0.3 580.00 174.00
Telephone conference with John Blount regarding KERP (.2) follow up correspondence with Michael Burke regarding same (.5) JWC 0.7 580.00 406.00
09/20/12
Conference with Jeff Kelley regarding request of Committee for extension of time to respond to KERP motion (.1 ); email correspondence with Michael Burke regarding same (.2); telephone conference with Michael Burke regarding same (.1) JWC
0.4
580.00
232.00
09/20/12
Work on stay relief issues, including conference with Ezra Cohen regarding same and telephone conference with Chris Samis regarding same (.8); participate in conference call regarding same (1.0) JWC 1.9 580.00 1'102.00
09/24/12
Review of objections filed by Teamsters and the Committee to the KERP Motion and email correspondence regarding
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 same JWC 09/24/12 JWK 09/25/12 JWC 09/26/12 AMM 09/26/12 JRB 09/26/12 0.7 580.00 406.00
Review Teamster and committee objections to KERP and conference with Jeff Cavender concerning same 0.5 775.00 387.50
Email correspondence with John Blount regarding hearing on KERP and initial preparation for hearing on KERP 1.3 580.00 754.00
Draft KERP Notice of Participation to eligible KERP participants 2.2 250.00 550.00
Prepare notice of participant (.90); review KERP document (.2) 1.1 650.00 715.00
Continued work on preparation for hearing on KERP (.6); travel to Allied offices (.3); meeting with John Blount and Jonathan Davis in preparation for hearing on KERP and stay relief motions (4.5 ); return travel to office (.3) JWC 5.7 580.00 3,306.00
09/26/12 JWC 09/26/12 JWC 09/26/12 JWK 09/26/12 JWK 09/27/12 JWC 09/27/12 EHC 09/28/12
Review of Participant statement for KERP and email correspondence regarding same 0.3 580.00 174.00
Continued work on preparation for KERP hearing including drafting examination questions and review of documents 3.1 580.00 1,798.00
Telephone call with Bill Gray concerning ERISA event 0.1 775.00 77.50
Various emails concerning KERP issues 0.2 775.00 155.00
Continued preparation for hearing on KERP and stay relief hearings 3.3 580.00 1,914.00
Review of letters and messages with respect to pension issues 0.4 775.00 310.00
Working lunch continuing to prepare for continued hearing
IN ACCOUNT WITH

ATTORNEYS AT LAW

on KERP JWC 09/28/12 JWC Total B220 Employee Benefits/Pensions B230 Financing/Cash Collections 09/01/12 CPR 09/04/12 SCA 09/06/12 EHC 09/06/12 Review DIP order and update list of reporting requirements and distribute 2.0 580.00 1,160.00 1.0 580.00 580.00
Attend continued hearing on KERP 1.5 50.0 580.00 0.00 870.00 28,571.50
Verify name and state of incorporation for LF, LLC per Carolyn Richter 0.3 225.00 67.50
Review of reporting requirements under DIP Loan with respect to ERISA events 0.2 775.00 155.00
Conference with Ezra Cohen regarding ERISA matters (0.5); review DIP order and motion with Ezra (0.5); email to Justin Wood regarding analysis needed on reporting obligations for DIP loan (0.5) CPR 1.5 580.00 870.00
09/06/12
Research New York Department of State database for merger information regarding M & G Convoy, Inc. per Cade Daniel (.2); retrieve copy of Certificate of Merger from Commercial Carrier, Inc. certified articles and forward to Cade Daniel (.3) SCA 0.5 Review/analyze 225.00 112.50
09/10/12 A104 JAW 09/10/12 A105 JAW 09/14/12 EHC 09/19/12
Review DIP credit agreement and final order to determine notice requirements following an event of default 0.5 350.00 175.00
Communicate (in firm)
Send Carolyn Richter and Ezra Cohen an email summarizing review 0.1 350.00 35.00
Review of documents with respect to Fidelity Bank letter of credit and preparation of message thereon to John Christy
0.4
775.00
310.00
Review of agreements with Fidelity Bank and preparation of motion to approve change of terms
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 EHC 09/19/12 JWK 09/20/12 5.9 775.00 4,572.50
Review DIP projections and various emails concerning same 0.3 775.00 232.50
Review of DIP issues and preparation of memorandum to John Christy with respect to Fidelity Bank (6.1 ); preparation of memorandum to Scott Macaulay on closing of Fidelity bank accounts. (1.2) EHC 7.2 775.00 5,580.00
09/21/12
Review of ERISA issues with respect to pension plans and messages thereon to Bill Gray, John Blount, Scott Macaulay, Jeff Kelley, Justin Woods, and Hazen Dempster (4.1 ); message to John Christy with respect to Fidelity letter of credit (. 7) EHC 4.8 775.00 3,720.00
09/24/12 EHC 09/24/12
Review of messages with respect to reportable ERISA Events and of draft notice thereon to DIP lender 0.4 775.00 310.00
Review DIP Credit Agreement regarding ERISA Event (0. 7); em ails with John Blount, Ezra Coheri, Jeff Kelley and Bill Gray regarding effect of ERISA Event under DIP Agreement (0.8); review and revise proposed notice letter ( 1.5); call with Ezra Cohen regarding notice letter (0.1 ); calls and emails with Jeff Kelley regarding Allied declaratory judgment action and effectiveness of Fourth Amendment to First Lien Credit Agreement (1.2) HHD 6.3 600.00 3,780.00
09/24/12
Attention to email correspondence regarding ERISA event default under DIP Credit Agreement and notice requirements in connection with same (0.1 ); review relevant portions of DIP Credit Agreement in connection with same (0.2) JAW 0.3 350.00 105.00
09/25/12
Call with Bill Gray and Laura McAllister regarding notice letter (0.5); revise letter and distribute to working group (0.5); arrange for delivery of notice letter to creditors committee representatives (0.8) HHD 1.8 600.00 1,080.00
09/25/12
Review credit agreement to analyze whether Allied can lease out a property in Canada and prepare email analyzing same (0.6)
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 JAW 09/25/12 EHC 09/26/12 HHD Total B230 Financing/Cash Collections B250 Real Estate 09/01/12 CPR 09/04/12 AMW 09/04/12 JEB 09/04/12 AMW 09/04/12 CPR 09/05/12 BKF 09/05/12 Attention to drafting sale motion 3.0 580.00 1,740.00 0.6 350.00 210.00
Review of notice requirements and preparation of memorandum thereon 1.4 775.00 1,085.00
Emails with Glenn Collyer, Bill Gray and John Blount regarding notice of ERISA Event 0.3 34.8 600.00 0.00 180.00 23,740.00
Telephone conference with Cade Daniel regarding Northlake lease issues 0.5 525.00 262.50
Exchange emails with Will Pleace and Ron Addison regarding Phoenix Marine lease issues at Brooklyn site 0.3 500.00 150.00
Revise PSA (.5); correspondence with Allied parties regarding open issues in PSA (.2) 0.7 525.00 367.50
Draft sale motion (4.0); revise and review exhibit list for real property lessors for extension motion (0.8} 4.8 580.00 2,784.00
Draft and review real property lease information 4.0 85.00 340.00
Telephone call with Omni regarding real property lessors (1.0); review and finalize charts with Bonnie Feuer (2.8); email conversation regarding Ashland sale and discussion of matters related to sale motion (1.0); continue to draft sale motion accordingly (2.5) CPR 7.3 580.00 4,234.00
09/05/12
Exchange emails with Ron Goldman, Will Pleace and David Alvarez regarding utility issues for Phoenix Marine at Brooklyn site (.5) JEB 0.5 500.00 250.00
09/06/12
Prepare responses for committee inquiries (1.0}; set up external call (0.4); revise sale motion per further emails
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 received (2.0); telephone call with Chris Samis regarding open issues with Ashland (0.5); finalize and distribute motion to extend period to assume or reject leases (1.0); attention to landlord list (0.5) CPR 09/07/12 AHS 09/07/12 4.4 580.00 2,552.00
Phone conference with Cade Daniel regarding the status of the installation of the sewer line 0.2 435.00 87.00
Electronic correspondence with the engineer regarding the expiration of the permits to determine if they have been extended under the Extension of Permits Act AHS 0.1 435.00 43.50
09/09/12 CPR 09/10/12 AHS 09/10/12 AMW 09/10/12
Further revise sale motion regarding Ashland 2.0 580.00 1,160.00
Analyze status of permits and extension statute 0.9 435.00 391.50
Telephone conference with Allied parties regarding revisions to purchase agreement 0.8 525.00 420.00
Review email from Ron Goldman regarding Phoenix Marine issues and forward same to Axis representatives at Brooklyn site (.3) revise amendment and Reinstatement of Dealer Storage Sublease (1.2) JEB 1.5 500.00 750.00
09/10/12 AHS 09/11/12 AMW 09/11/12 AMW 09/11/12 JEB 09/12/12
Email correspondence with the engineer regarding the extension of the permit approval period 0.3 435.00 130.50
Telephone conference with buyer's counsel regarding purchase agreement 0.5 525.00 262.50
Correspondence with Allied parties regarding purchase agreement revisions 0.2 525.00 105.00
Revise Second Amendment to Dealer Storage Lease 0.7 500.00 350.00
Finalize revisions to Dealer Storage Sublease Amendment for Brooklyn Site and forward same for Axis review (0.8);
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 exchange emails with David Alvarez and Will Pleace regarding Phoenix Marine Sublease (.5) JEB 09/13/12 AMW 09/13/12 AMW 09/13/12 CPR 09/13/12 1.3 Revise purchase agreement 0.6 525.00 315.00 500.00 650.00
Correspondence with bank parties regarding bankruptcy issues in purchase contract 0.2 525.00 105.00
Review and comment on Ashland revised APA 0.8 580.00 464.00
Telephone conference with NYDOT representatives to discuss issues related to Long Term License Agreement at Brooklyn JEB 0.6 500.00 300.00
09/13/12 JEB 09/14/12 JEB 09/14/12 AMW 09/14/12 AMW 09/15/12 AMW 09/15/12 AMW 09/17/12 AMW 09/17/12 AMW
Telephone conferences with Pleace to discuss utility issues at Pleace
0.4
500.00
200.00
Review emails and correspondence relating to Clarksville, Indiana lease and parking issues 0.6 500.00 300.00
Analyze security deposit issue regarding Northlake lease 0.3 525.00 157.50
Telephone conference with Cade Daniel regarding security deposit issue regarding Northlake lease 0.2 Revise purchase agreement 0.5 525.00 262.50 525.00 105.00
Correspondence with buyer and Allied parties regarding revised Purchase Agreement 0.2 Ashland: Revise PSA 0.5 525.00 262.50 525.00 105.00
Ashland: Telephone conference with Allied parties regarding revisions 0.3 525.00 157.50
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 09/17/12 AMW 09/18/12 AMW 09/19/12 Correspondence with Cade Daniel regarding security deposit issue regarding Northlake lease 0.3 525.00 157.50
Correspondence with Cade Daniel regarding interest to San Diego lease 0.5 525.00 262.50
Review an annotated draft of Clarksville lease (.8); telephone conference with Cade Daniel regarding Clarksville lease issues (.5); telephone conference with Cade Daniel regarding Atlanta lease restructure (.3); revise Clarksville lease (2.8) JEB 4.4 500.00 2,200.00
09/20/12
Finalize proposed lease review and forward to Robert Farrel (2.0); finalize conferences with Cade Daniel, Robert Farrel and Chris Amos regarding Clarksville landlord lease issues (1.3); revise Clarksville lease (.8); review and revise Brokers letter for Atlanta lease (.5) JEB 5.7 500.00 2,850.00
09/20/12
Conference with Cade Daniel and Carolyn Richter regarding potential lease for Ontario property (0.4); research and various communications regarding same (1.5) MRB 1.9 Finalize Ashland, 363 sale motion CPR 2.0 580.00 1'160.00 300.00 570.00
09/21/12
09/21/12 JEB 09/21/12 AMW 09/21/12 AMW 09/24/12 AMW 09/24/12
Exchange emails with Ron Goldman regarding Phoenix Mann lease issues (.1 ); revise Atlanta Broker's letter (.2) 0.3 500.00 150.00
Correspondence with Cade Daniel regarding insert to San Diego lease 0.3 525.00 157.50
Correspondence with Buyer regarding revised Ashland contract 0.2 525.00 105.00
Telephone conference with buyer's counsel regarding resolution of open issues 0.3 525.00 157.50
Review status of NYDOT License Negotiations and
IN ACCOUNT WITH

ATTORNEYS AT LAW

exchange emails with Cade Daniel regarding same (.4); office conference with Jeff Cavender to discuss NYDOT License issues at Brooklyn site, including capital improvements (.4 ); telephone conference with David Fenchel to discuss NYDOT License and Sublease matters (.2); exchange emails relating to Brooklyn sublease matters (.5), including Phoenix Mann and Dealer Storage JEB 09/24/12 1.5 500.00 750.00
Analyze status of the permits for the installation of the sewer line and the extension of their expiration date due to legislative action AHS 0.1 435.00 43.50
09/25/12
Telephone conference with Cade Daniel to discuss Dealer Storage issues (.4); telephone conference with Cade Daniel to discuss finalizing sublease at Brooklyn site (.2) JEB 0.6 500.00 300.00
09/25/12 AMW 09/25/12 AMW 09/27/12 JEB 09/30/12 AMW 09/30/12 AMW Total B250 Real Estate B260 Board of Directors Matters 09/05/12 JWK 09/05/12 FRR 09/17/12
Telephone conference with Cade Daniel regarding CA assignment issues and Northlake issues 0.3 525.00 157.50
Draft correspondence to Cade Daniel regarding lease assignment issues 0.4 525.00 210.00
Telephone conference with Cade Daniel to discuss Brooklyn Sublease issues (.6) 0.6 500.00 300.00
Letter regarding headquarter lease security deposit issue 0.2 525.00 105.00
Correspondence regarding security issue 0.1 58.9 525.00 0.00 52.50 29,452.50
Board call 0.7 775.00 542.50
Discuss final revisions to AXIS consent agreement with Tom Kidde 0.4 425.00 170.00
Follow up with Tom Kidde regarding settlement of AXIS
IN ACCOUNT WITH

ATTORNEYS AT LAW
trademark matter (.2); review pending deadlines for Office Action response and response to Cancellation proceeding (.2)
FRR
09/23/12 JWK 09/27/12
0.4
425.00
170.00
Preparation for and participate in board calls 1.8 775.00 1,395.00
Prepare and file request for suspension of Office Action against AXIS & Design trademark application pending the outcome of the related cancellation action (1.0); review signed consent agreement and reach out to our client regarding same (.4)
FRR
09/30/12 JWK Total 8260 Board of Directors Matters Summary of 8200 OPERATIONS
1.4
425.00
595.00
Prepare correspondence to client concerning case strategy 0.8 5.5 775.00 0.00 620.00 3,492.50
154.7 CLAIMS AND PLAN 8310 Claims Administration and Objections 09/04/12 JWK 09/07/12 JWK 09/10/12 JWK 09/19/12 JWK Total 8310 Claims Administration and Objections 8320 Plan and Disclosure Statement 09/04/12
0.00
89,519.00
Analysis of potential administrative claim 0.6 775.00 465.00
Telephone call with Allied team concerning potential administrative claim issue 0.6 775.00 465.00
Conference with Ezra Cohen concerning claims issue (.5); telephone call with Mark Collins concerning same (.3) 0.8 775.00 620.00
Various emails concerning Western POC issue 0.2 2.2 775.00 0.00 155.00 1,705.00
Draft motion to extend exclusivity (1.4 ); confer with Ezra Cohen regarding same {0,2); draft correspondence to local counsel regarding same (0.1 ); draft correspondence to client regarding same (0.1)
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 BRC 09/05/12 JWK 09/05/12 BRC 09/06/12 EHC 09/07/12 1.8 250.00 450.00
Review exclusivity extension motion 0.2 775.00 155.00
Draft motion to extend exclusivity (2.0); confer with Ezra Cohen regarding same (0.1) 2.1 250.00 525.00
Review and revision of motion to extend time for removal and time to assume real estate leases 0.9 775.00 697.50
Confer with Ezra Cohen regarding motion to extend exclusivity (0.1 ); edit same (0.4 ); draft correspondence to Chris Sam is regarding same (0.1) BRC 0.6 250.00 150.00
09/07/12 EHC 09/10/12 EHC 09/10/12 JWK 09/13/12 EHC Total B320 Plan and Disclosure Statement Summary of B300 CLAIMS AND PLAN
Revise motion for extension of exclusivity 0.3 775.00 232.50
Review of developments with respect to plan and preparation of message thereon 0.7 775.00 542.50
Analysis of potential plan confirmation issues 0.8 775.00 620.00
Review of negotiations with respect to disposition of assets and plan of reorganization 0.5 7.9 775.00 0.00 387.50 3,760.00
10.1 BANKRUPTCY-RELATED ADVICE B41 0 General Bankruptcy 09/04/12
0.00
5,465.00
Review of ongoing Ryder issues with respect to product liability claims and preparation of memorandum thereon (3.0) review of all litigation claims (1.3) EHC 4.3 775.00 3,332.50
09/04/12
Communicate with Ezra Cohen regarding pending litigation and administrative proceedings (0.2); research and analysis regarding same in connection with motion to extend time to remove civil actions
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 MRB 09/05/12 9.4 300.00 2,820.00
Conference with Ezra Cohen regarding possible removal of actions (0.6); conference with Jonathan Davis and John Blount regarding same (0.5); research and investigation regarding pending civil actions (6.8) MRB 8.9 300.00 2,670.00
09/06/12
Conference with Chris Samis and Ezra Cohen regarding removal motion (0.2); conference with Jonathan Davis regarding service list for pending litigation (0.2); further research and analysis regarding removal motion (4.3) MRB 4.7 Communicate (other outside counsel) 300.00 1,410.00
09/06/12 A107 MEJ 09/06/12 A105 MEJ 09/06/12 A104 MEJ 09/07/12
Telephone conference regarding potential litigation 0.5 575.00 287.50
Communicate (in firm)
Telephone conferences with Jeff Kelley regarding potential litigation 0.3 575.00 172.50
Review/analyze
Review Black Diamond summary judgment papers in New York litigation 1.1 575.00 632.50
Communicate with Ezra Cohen and Marisa Tarranova regarding removal motion (0.3); revise motion and attention to service list (2.0) MRB 2.3 300.00 690.00
09/07/12
Communicate with Jonathan Davis regarding order of dismissal and remand in Richard Cox adversary (0.3); legal research regarding motion to reconsider and related issues (2.0) MRB 2.3 300.00 690.00
09/07/12 JWK 09/07/12 EHC 09/07/12 A105 MEJ 09/07/12 A104 Review/analyze Communicate (in firm)
Telephone call concerning potential litigation 0.3 775.00 232.50
Review of Ryder issues and conference with Jonathan Davis about product liability suits against Delavan 0.5 775.00 387.50
Emails and telephone conferences with Jeff Kelley regarding potential litigation 0.3 575.00 172.50
Review issues regarding potential litigation
IN ACCOUNT WITH

ATTORNEYS AT LAW
MEJ 09/08/12 JWK 09/09/12 JWK 09/09/12 JWK 09/10/12 JWK 09/10/12 JWK 09/10/12 JWK 09/10/12 MRB 09/10/12 A105 MEJ 09/10/12 A104 MEJ 09/10/12 A107 MEJ 09/10/12 A 105 MEJ 09/10/12 Communicate (in firm) Communicate (other outside counsel) Review/analyze Communicate (in firm)
0.2
575.00
115.00
Call with client concerning potential litigation
0.4
775.00
310.00
Review pleadings in New York litigation 0.5 775.00 387.50
Telephone call concerning New York litigation 0.8 775.00 620.00
Conference with Michael Johnson concerning potential litigation 0.6 775.00 465.00
Call with client concerning potential litigation
0.4
775.00
310.00
Calls concerning potential litigation 2.2 775.00 1,705.00
Review Idaho state court lawsuit; (0.2); communicate with Jonathan Davis regarding same (0.3) 0.5 300.00 150.00
Conference with Jeff Kelley regarding potential litigation 0.5 575.00 287.50
Review 3rd and 4th amendments to credit facility in preparation for call to John Blount 0.9 575.00 517.50
Conference call regarding potential litigation 1.6 575.00 920.00
Conference with Jeff Kelley and Hazen Dempster regarding potential litigation 0.5 575.00 287.50
Office and telephone conferences with Michael Johnson, Jeff Kelley and John Blount regarding potential litigation (1.6); review Black Diamond complaint (0.5); review first lien credit agreement provisions regarding Black Diamond claim (0.8) HHD 2.9 600.00 1,740.00
09/11/12
Legal research regarding state law issues relating to Mayer
IN ACCOUNT WITH

ATTORNEYS AT LAW
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/12 litigation MRB 09/12/12 1.2 300.00 360.00
Conference with Jonathan Davis regarding Gwinnett property demand letter (0.2); legal research regarding same (1.2) MRB 1.4 300.00 420.00
09/13/12
Conference with Jonathan Davis and Ezra Cohen regarding various default and demand letters, including Gwinnett and Northlake properties (0.6); review of documents and legal research regarding same (3.0) MRB 3.6 Communicate (in firm) 300.00 1,080.00
09/13/12 A105 MEJ 09/13/12 A107 MEJ 09/13/12 A104 MEJ 09/13/12 JWK 09/14/12 JWK 09/14/12 JWK 09/14/12
Telephone conference with Jeff Kelley regarding potential litigation 0.3 575.00 172.50
Communicate (other outside counsel)
Telephone conference with John Blount regarding potential litigation 0.7 575.00 402.50
Review/analyze
Review issues regarding merits of summary judgment issues in Black Diamond litigation 0.6 575.00 345.00
Analysis of issues relating to potential litigation 0.5 775.00 387.50
Telephone call with John Blount and Ezra Cohen concerning potential litigation 0.7 775.00 542.50
Various emails concerning potential litigation 0.2 775.00 155.00
Review declaration and covenants for Gwinnett Progress Center (0.5); legal research regarding possible liens against property (1. 7) MRB 2.2 300.00 660.00
09/14/12 EHC 09/17/12 A105 MEJ Communicate (in firm)
Research and conferences with John Blount and Jeff Kelley with respect to removal of actions 0.5 775.00 387.50
Email to Jeff Kelley regarding issues in New York litigation 0.1 575.00 57.50
IN ACCOUNT WITH

ATTORNEYS AT LAW

09/17/12 A105 MEJ 09/18/12 MRB 09/19/12 MRB 09/19/12 Communicate (in firm) Telephone call with Jeff Kelley regarding potential litigation 0.2 575.00 115.00
Review documents in connection with committee discovery requests 3.9 300.00 1 '170.00
Legal research regarding removal of certain pending state court litigation 1.7 300.00 510.00
Telephone conference with Jonathan Davis regarding Ford Motor Company request for Allied affidavit in Ford's property tax litigation (.4 ); telephone conference with Jonathan Davis regarding New York litigation and financial advisor disputes (.2) MEJ 0.6 575.00 345.00
09/20/12 MRB 09/21/12 MRB 09/21/12 JWK 09/21/12 JWK 09/22/12 JWK 09/22/12 JWK 09/22/12 JWK 09/22/12
Legal research and analysis regarding pending motions for relief relating to personal injury claims 5.2 300.00 1,560.00
Legal research regarding relief from stay issues 1.3 300.00 390.00
Various telephone calls and emails concerning potential claim 0.8 775.00 620.00
Telephone call with client concerning potential claim and interoffice conferences concerning same 0.5 775.00 387.50
Various emails concerning concerning potential claim 0.7 775.00 542.50
Review financial adviser proposals 0.4 775.00 310.00
Conference with Michael Johnson concerning potential claim 0.3 775.00 232.50
Emails and telephone conferences with Jeff Kelley regarding possible proceeding for declaratory judgment as to rights under first lien credit facility MEJ 0.7 575.00 402.50
IN ACCOUNT WITH

ATTORNEYS AT LAW

09/23/12 SSR 09/23/12 Research regarding declaratory judgment action 0.4 300.00 120.00
Emails with Jeff Kelley and bankruptcy team regarding declaratory judgment action on first lien credit facility (.4); telephone conference with Stephen Roach regarding procedural aspects of declaratory judgment action in the bankruptcy case (.2); work on complaint for declaratory judgment (2. 7) MEJ 3.3 575.00 1,897.50
09/23/12 HHD 09/24/12
Review Fourth Amendment and respond to inquiry from Jeff Kelley and John Blount 0.5 600.00 300.00
Review of litigation and issues to be decided with respect to status of requisite lender under pre-petition credit agreement and conferences thereon with Jeff Kelley and Michael Johnson EHC 4.1 Communicate (in firm) 775.00 3,177.50
09/24/12 A105
Telephone call with Jeff Kelley regarding adversary action for declaratory relief (.3); research, analysis and drafting of Complaint for declaratory and injunctive relief (4.8); meetings with Jeff Kelley and Ezra Cohen regarding same ( 1.1 ); research and analyze substantive grounds for declaratory relief and basis for injunctive relief in new adversary proceeding (1.6) 7.8 575.00 4,485.00
MEJ 09/24/12 MRB 09/24/12
Legal research and drafting regarding potential adversary complaint pertaining to pending state court litigation 8.7 300.00 2,610.00
Conference with Michael Johnson and Ezra Cohen concerning potential action (1.3); analyse potential cause of action (2. 1) JWK 3.4 775.00 2,635.00
09/25/12 MJA 09/25/12 MRB 09/25/12
Telephone conference with Jeff Kelley and Michael Johnson regarding New York litigation 0.3 550.00 165.00
Legal research and drafting regarding potential adversary complaint 9.1 300.00 2,730.00
Telephone conference with Matt Brooks regarding motion for injunction in adversary case
IN ACCOUNT WITH

ATTORNEYS AT LAW

MEJ 09/25/12 MEJ 09/25/12 0.3 575.00 172.50
Work on complaint in adversary case 3.0 575.00 1,725.00
Conference call with Yucaipa's counsel David Spolten regarding Black Diamond dispute and adversary proceeding complaint MEJ 0.5 575.00 287.50
09/26/12 MRB 09/26/12 MEJ 09/26/12
Research and drafting regarding adversary complaint 9.1 300.00 2,730.00
Telephone conference with Jeff Kelley regarding potential claims in adversary case 0.3 575.00 172.50
Telephone conference with Johnathon Davis regarding potential claims in adversary proceeding and related issues in bankruptcy strategy; Conference with Jeff Kelley regarding potential claims in adversary proceeding and related issues; Draft and revise litigation papers in adversary proceeding; Email to Delaware counsel Mark Collins regarding litigation papers in adversary proceeding; Review and revise complaint (.8); conference with Michael Johnson (.8); Telephone conference with Matt Brooks regarding potential claims in adversary proceeding and related issues; Conference call with John Blount and Jeff Kelley regarding litigation papers in adversary proceeding MEJ 0.9 575.00 517.50
09/26/12 MEJ 09/26/12 JWK 09/27/12
Telephone conference regarding same 0.2 575.00 115.00
Conference with Michael Johnson concerning potential claim 0.3 775.00 232.50
Telephone call with John Blount concerning potential claim (.2); telephone call with John Blount, Matt Aaronson and Michael Johnson concerning same (.4) JWK 0.6 775.00 465.00
09/27/12 JWK 09/27/12
Review and revise complaint and analyze issues with respect to potential cause of action 2.1 775.00 1,627.50
Telephone call with Jeff Kelley; Michael Johnson and client regarding NY litigation
IN ACCOUNT WITH

ATTORNEYS AT LAW
MJA 09/27/12
0.2
550.00
110.00
Conference with Michael Johnson regarding adversary complaint and accompanying documents (0.5); legal research and drafting regarding same (9.4) MRB 9.9 300.00 2,970.00
09/27/12
Revise draft complaint in potential adversary proceeding and email to counsel regarding same; Conference call with John Blount and Matt Aaronson regarding New York litigation; Review Yucaipa's summary judgment response in New York litigation for purposes of possible adversary claims; Telephone conference with regarding possible claims in adversary proceeding; Email to Delaware counsel Mark Collins regarding draft complaint in adversary proceeding; Meeting regarding adversary proceeding and related issues MEJ 0.6 575.00 345.00
09/28/12
Review of loan agreements, legal research and preparation of memorandum with respect to powers of requisite lenders (4.5); conferences thereon with Carolyn Richter and Michael Johnson (1.2) EHC 5.7 775.00 4,417.50
09/28/12 MRB 09/28/12
Research, analysis and drafting regarding potential adversary complaint 8.9 300.00 2,670.00
Meeting with Ezra Cohen regarding legal and strategy issues impacting possible adversary proceeding; Review issues regarding DIP order; Telephone conference with Jeff Kelley regarding issues in possible adversary case; Telephone conference with Johnathon Davis regarding potential claims in adversary case and lender disputes impacting Allied; Work on draft complaint and injunction papers in possible adversary case MEJ 1.1 575.00 632.50
09/28/12 JWK Total B41 0 General Bankruptcy
Analysis of issues concerning potential claim 1.0 157.5 775.00 0.00 775.00 70,952.50
Summary of B400 BANKRUPTCY-RELATED ADVICE 157.5 0.00 70,952.50
Total Fees
283,843.50
IN ACCOUNT WITH

ATTORNEYS AT LAW
TIMEKEEPER TIME SUMMARY THROUGH 09/30/12 Name M J Aaronson S C Arnold J R Banish M R Brooks J E Buehner B R Carlsen J W Cavender E H Cohen H H Dempster B K Feuer ME Johnson J W Kelley S E Lewis AM Meehan C P Richter F R Rimer S S Roach A H Stuart AM Willis J A Wood Hours 0.5 0.8 1.1 116.0 19.0 53.7 87.8 59.7 11.8 14.0 30.1 93.6 0.7 2.2 37.7 2.2 1.2 1.6 8.1 1.5 Amount 275.00 180.00 715.00 34,800.00 9,500.00 13,425.00 50,924.00 46,267.50 7,080.00 1,190.00 17,307.50 72,540.00 455.00 550.00 21,866.00 935.00 360.00 696.00 4,252.50 525.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
TIME SUMMARY BY PHASE AND TASK THROUGH 09/30/12 Hours 8100 ADMINISTRATION Amount
B110 B120 B130 B140 B150 B160 B170 B185 B190
Case Administration Asset Analysis and Recovery Asset Disposition Relief from Stay-Adequate Protection Proceedings Meetings of and Communications with Creditors Fee/Employment Applications Fee/Employment Objections Assumption/Rejection of Leases and Contracts Other Contested Matters Total B100
19.7 4.0 12.5 69.1 24.3 36.0 1.3 34.4 19.7 221.0
10,210.00 3,100.00 9,190.50 31,135.00 17,852.00 18,649.00 907.50 12,175.50 14,687.50 117,907.00
8200
OPERATIONS
B210 B220 B230 B250 B260
Business Operations Employee Benefits/Pensions Financing/Cash Collections Real Estate Board of Directors Matters Total B200
5.5 50.0 34.8 58.9 5.5 154.7
4,262.50 28,571.50 23,740.00 29,452.50 3,492.50 89,519.00
8300
CLAIMS AND PLAN
B310 B320
Claims Administration and Objections Plan and Disclosure Statement Total B300
2.2 7.9 10.1
1,705.00 3,760.00 5,465.00
8400
8ANKRUPTCY-RELATED ADVICE
B410
General Bankruptcy Total B400
157.5 157.5
70,952.50 70,952.50
EXHIBITB
Active 20177701 vl 002872.111292
IN ACCOUNT WITH

ATTORNEYS AT LAW
FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/12
Date
Description
Amount 424.60
09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/27/2012 Routing:OATLOPHL ATL Passenger Name:COHEN/EZRA.H 09/10/12 Airfare Costs VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/20/2012 Routing:N/A Passenger Name: COHEN/EZRA. H 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/24/2012 Routing:N/A Passenger Name:COHEN/EZRA. H 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/27/2012 Routing:N/A Passenger Name:COHEN/EZRA.H 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/27/2012 Routing:OATLOPHL ATL Passenger Name:JOHNSON/MICHAEL.E 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/27/2012 Routing:N/A Passenger Name:JOHNSON/MICHAEL.E 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/21/2012 Routing:N/A Passenger Name:JOHNSON/MICHAEL.E 09/10/12 Airfare Costs- VENDOR: Delta Air Lines, Inc. INVOICE#: 078102321 DATE: 8/28/2012 Travel Date:08/24/2012 Routing:N/A Passenger Name:JOHNSON/MICHAEL.E 09/14/12 Airfare Costs- VENDOR: Kelley, Jeffrey W.; INVOICE#: 091412KELLEY; DATE: 9/14/2012 - 09/11- Allied's meeting 09/05/12 Hotel- VENDOR: Cohen, Ezra H.; INVOICE#: 090512COHEN; DATE: 9/5/2012 - 08/28- Allied's trip expenses
38.00
38.00
38.00
522.60
38.00
38.00
38.00
933.60
328.90
09/10/12 Hotel- VENDOR: Johnson, Michael E.; INVOICE#: 091012JOHNSON; DATE: 9/10/2012 - 08/28-08/29Attend hearing
328.90
IN ACCOUNT WITH

ATTORNEYS AT LAW
FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/12
Date
09/05/12
Description
Meals and Entertainment- VENDOR: Cohen, Ezra H.; INVOICE#: 090512COHEN; DATE: 9/5/2012 - 08/28Snacks Meals and Entertainment- VENDOR: Cohen, Ezra H.; INVOICE#: 090512COHEN; DATE: 9/5/2012 - 08/28Dinner w/Michael Johnson
Amount 3.00
09/05/12
94.50
09/10/12 Meals and Entertainment- VENDOR: Johnson, Michael E.; INVOICE#: 091012JOHNSON; DATE: 9/10/2012 08/29- Meal 09/14/12 Meals and Entertainment VENDOR: Kelley, Jeffrey W.; INVOICE#: 091412KELLEY; DATE: 9/14/2012 - 09/11Dinner w/Mark Gendregske, John Blount and Scott Macauley 09/14/12 Meals and Entertainment- VENDOR: Kelley, JeffreyW.; INVOICE#: 091412KELLEY; DATE: 9/14/2012 - 09/11Drinks w/Mark Gendregske, John Blount and Scott Macauley 09/14/12 Meals and Entertainment- VENDOR: Kelley, Jeffrey W.; INVOICE#: 091412KELLEY; DATE: 9/14/2012 - 09/12Lunch w/Mark Gendregske, Mark Collins, John Blount and Scott Macauley 09/06/12 Outside Courier Services- VENDOR: Georgia Messenger Service, Inc. INVOICE#: 270561 DATE: 8/31/2012 Date: 08/30/2012; Job Code: JOHNSON; To: TROUTMAN SANDERS LLP 09/12/12 Patent/Trademark Fees- PAYEE: American Express; REQUEST#: 392473; DATE: 9/12/2012. Axis 09/14/12 Professional Services- VENDOR: Pacer Service Center INVOICE#: 8312012 DATE: 8/31/2012 Professional Services 09/05/12 Taxi/Train/Parking- VENDOR: Cohen, Ezra H.; INVOICE#: 090512COHEN; DATE: 9/5/2012 - 08/2708/29- Allied's trip expenses 09/06/12 Taxi/Train/Parking- VENDOR: Johnson, Michael E.; INVOICE#: 083112JOHNSON; DATE: 8/31/2012 08/29- Attend hearing 09/14/12 Taxi/Train/Parking- VENDOR: Kelley, Jeffrey W.; INVOICE#: 091412KELLEY; DATE: 9/14/2012 - 09/1109/12- Allied's meeting 09/05/12 Travel Expenses- VENDOR: Cohen, Ezra H.;
21.50
588.13
65.51
201.81
71.08
300.00 77.20
201.66
32.00
113.00
99.00
IN ACCOUNT WITH

ATTORNEYS AT LAW
FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/12 Date Description Amount
INVOICE#: 090512COHEN; DATE: 9/5/2012 - 08/2708/30- Allied's trip expenses 09/06/12 Travel Expenses- VENDOR: Johnson, Michael E.; INVOICE#: 083112JOHNSON; DATE: 8/31/2012 08/28- Attend hearing 09/18/12 Travel Expenses- VENDOR: Kelley, Jeffrey W .; INVOICE#: 091812KELLEY; DATE: 9/18/2012 - 09/1009/12- Allied's meeting- flight change fee 25.00
226.00
Total: Total Fees & Costs:
4,885.99 $288,729.49

Et Al.,: Objection Deadline: November 19, 2012 4:00 PM (EDT)

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Et Al.,: Objection Deadline: November 19, 2012 4:00 PM (EDT)

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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)

Name of Application Authorized to Provide Professional Services to:

Active 20177701v1 002872.111292

Prior Applications Filed:

Hourly Total Billing --Hours Rate Billed (including changes)

Name of Professional Individual

Hourly Billing Rate (including changes)

Total Hours Billed

Name of Professional Individual

Hourly Billing Rate (including changes)

Total Hours Billed

Arnold, Susan C. Feuer, Bonnie K.

$180.00 $1,190.00 $283,843.50 $283,843.50 $282,473.00 543.3 $ 522.44

Grand Total Attorney Compensation: Total Attorney Hours: Blended Rate:

COMPENSATION BY PROJECT CATEGORY SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

EXPENSE SUMMARY SEPTKMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

Service ProVider (if applicable)

Please see the attached chart

Georgia Messenger Service

$71.08 $0.00 $0.00

Please see the attached chart

$974.45 $0.00 $300.00 $0.00 $77.20

BUSINESS MEAL DETAIL Date Posted

Meal& #of people

TRAVEL EXPENSE DETAIL Date of Expense

Categories for Expense

$38.00 $24.00 $49.10 $38.00 $38.00 $38.00 $38.00 $3,463.26

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

On May 17, 2012 (the "Involuntary Petition Date"), involuntary

- 2Active 20177701v1 002872.111292

Actual and Necessary Expenses

- 3Active 20177701vl 002872.111292

Summary of Services Rendered

professional services in these cases are as follows:

The services rendered by Troutman during the Compensation Period can

-4 Active 2017770lvl 002872.111292

Case Administration (B 110) Fees: $10,210.00 Total Hours: 19.7

-5Active 20177701 v 1 002872.111292

Fee/Employment Applications (B 160) Fees: $18,649.00 Total Hours: 36.0

Business Operations (B210) Fees: $4,262.50 Total Hours: 5.5

Financing/Cash Collections (B230) Fees: $23,740.00 Total Hours: 34.8

-7Active 20177701v1 002872.111292

Attorneys and paraprofessionals of Troutman have expended a total of

- 8Active 2017770lvl 002872.111292

Stuart, Ann H. Rimer, F. Richard Wood, Justin A. Brooks, Matthew R. Roach,

$435.00 $425.00 $350.00 $300.00 $300.00 $250.00 $250.00 S.

1.6 2.2 1.5 116.0 1.2 53.7 2.2

Carlsen, Benjamin R. Adam M. Meehan

In accordance with the factors enumerated in section 330 of the

-9Active 20177701 v 1 002872.111292

Counsel for the Debtors and Debtors-in-Possession

- 10Active 20177701vl 002872.111292

STATE OF GEORGIA COUNTY OF FULTON

I am familiar with the work performed on behalf of the Debtors by the

Active 20177701vl 002872.111292

Active 20178526v1 002872.111292

-2Active 20178526v1 002872.111292

-3Active 20178526v1 002872.111292

Active 20177701vl 002872.111292

TROUTMAN SANDERS LLP

Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652