10000000379

RLF1 6726099v.
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
(Jointly Administered)
Obj. Deadline: Sept. 17, 2012 at 4:00 p.m. (EDT)
SECOND 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 JULY 1, 2012 THROUGH JULY 31 2012
Name of Application Troutman Sanders, LLP
Authorized to Provide Professional Services to:
the above-captioned debtors and debtors-in-
possession
Date of Retention: July 23, 2012, nunc pro tunc to June 10 , 2012
Period for which compensation and
reimbursement are sought:
July 1, 2012 thru July 31, 2012
Amount of Compensation sought as actual,
reasonable, and necessary:
$281,220.00 (80% =_$224,976.00)
Amount of Expense Reimbursement sought as
actual, reasonable, and necessary:
$4,119.72

This is a(n): X monthly ___ interim final application

Prior Applications Filed:
Date Filed Period Covered Fees Expenses
08/04/2012
June 10, 2012 Thru
June 30, 2012
$338,099.90 $9,212.43

1
The Debtors in these cases, along with the federal tax identification number (or Canadian business number
where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company
(875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-
2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated
(58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-
2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-
0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is
2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

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RLF1 6726099v.1
COMPENSATION BY PROFESSIONAL
JULY 1, 2012 THROUGH JULY 31, 2012
Name of Professional
Individual
Position, year
assumed position,
prior relevant
experience, year of
obtaining relevant
license to practice
Hourly
Billing
Rate
(including
changes)
Total
Hours
Billed
Total
Compensation
Cohen, Ezra H. Joined firm as
Associate in 1969,
Partner in 1975, Sr.
Counsel in 2009.
Member of GA Bar
since 1969.
$775.00 106.8 $82,770.00
Kelley, Jeffrey W. Joined firm as Partner
in 2004. Member of
GA Bar since1975.
$775.00 71.8 $55,645.00
Richter, Carolyn P. Joined firm as
Associate in 1996 and
Partner, 2001.
Member of GA Bar
since 1987.
$580.00 64.9 $37,642.00
Cavender, Jeffery W. Joined firm as Partner
in 2011. Member of
GA Bar since 1993.
$580.00 31.3 $18,154.00
Brooks, Matthew R. Joined firm as
Associate in 2008.
Member of GA since
2008.
$300.00 50.0 $15,000.00
Johnson, Michael E. Joined firm as Partner
in 1995. Member of
GA Bar since 1995.
$575.00 25.5 $14,662.50
Banish, Jeffery R. Joined firm as Partner
in 2007. Member of
GA Bar since 1985.
$650.00 10.7 $6,955.00
Buehner, John E. Joined firm as
Partner in 2002.
Member of GA Bar
since 1993.
$500.00 11.3 $5,650.00

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RLF1 6726099v.1
Individual
Position, year
assumed position,
prior relevant
experience, year of
obtaining relevant
license to practice
Hourly
Billing
Rate
(including
changes)
Total
Hours
Billed
Total
Compensation
Tyler B. Dempsey Joined firm as Partner
in 2008. Member of
GA Bar since 1999.
$775.00 10.1 $5,555.00
Carlsen, Benjamin R. Joined firm as
Associate in 2011.
ember of GA Bar since
2009.
$250.00 21.6 $5,400.00
Adam M. Meehan Joined firm as
Associate in 2012.
Member of the
Maryland Bar since
2011.
$250.00 19.5 $4,875.00
Andrea M. Farley Joined firm as
Partner in 2004.
Member of GA Bar
since 1997.
$600.00 7.1 $4,260.00
Arnold, Susan C. Joined firm as
Paralegal in 1987.
$225.00 15.5 3,487.50
Glenn B. Manishin Joined firm as Partner
in 2012. Member of
the DC Bar since 1985.
$725.00 4.4 $3,190.00
Dempster, Hazen H. Joined firm as Partner
in 1991. Member of
GA Bar since 1983.
$600.00 5.3 $3,180.00
Kevin Angstenberger Joined firm as
Associate in 2012.
Member of CA Bar
since 2005.
$260.00 10.5 $2,730.00
Karpen, Michael A. Joined firm as Partner
in 2005. Member of
NY Bar since 1981.
$650.00 4.1 $2,665.00
D. Matt Madison Joined firm as
Associate in 2010.
Member of GA Bar
since 2010.
$285.00 8.4 $2,394.00

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RLF1 6726099v.1
Individual
Position, year
assumed position,
prior relevant
experience, year of
obtaining relevant
license to practice
Hourly
Billing
Rate
(including
changes)
Total
Hours
Billed
Total
Compensation
Willis, A. Michelle Joined firm as
Partner in 1997.
Member of GA Bar
since 1989.
$525.00 4.1 $2,152.50
Wood, Justin A. Joined firm as
Associate in 2007.
Member of GA Bar
since 2006.
$350.00 5.0 $1,750.00
Lewis, Stephen E. Joined firm as
Associate in 1991,
Partner in 1999 and
Managing Partner in
2011. Member of GA
Bar since 1991.
$650.00 2.0 $1,300.00
Priest, Candice L. Joined firm as
Associate in 2011.
Member of GA Bar
since 2011.
$250.00 2.2 $550.00
Alexandria J. Reyes Joined firm as
Associate in 2010.
Member of GA Bar
since 2009
$285.00 1.9 $541.50
Rimer, F. Richard Joined firm as
Associate in 2008.
Member of GA Bar
since 2004.
$425.00 0.6 $255.00
Lee W. Stremba Joined firm as Partner
in 2005. Member of
NY Bar Since 1976.
$795.00 0.4 318.00

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RLF1 6726099v.1

Newman, Mark J. Joined firm as Of
Counsel in 1989 and
Partner in 1991.
Member of FL Bar
since 1979.
$460.00 0.3 $138.00
TOTAL 495.3 $281.220.00
Grand Total $281.220.00
Attorney Compensation: $277,732.50
Total Attorney Hours: 495.3
Blended Rate: $567.78

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RLF1 6726099v.1
COMPENSATION BY PROJECT CATEGORY

Project Category Total Hours Total Fees
Case Administration (B110) 93.2 $52,761.50
Asset Analysis and Recovery (B120) 1.0 $580.00
Asset Disposition (B130) 39.7 $25,787.00
Meetings of and Communications with Creditors (B150) 48.3 $22,584.00
Fee/Employment Applications (B160) 5.7 $4,086.00
Fee/Employment Objections (B170) 16.3 $11,422.50
Assumption/Rejection of Leases and Contracts (B185) 6.8 $1,970.00
Other Contested Matters (B190) 0.6 $465.00
Business Operations (B210) 33.5 $20,907.00
Employee Benefits/Pensions (B220) 58.4 $27,308.50
Financing/Cash Collections (B230) 130.3 $84,863.50
Real Estate (B250) 29.8 $12,794.50
Board of Directors Matters (B260) 11.2 $7,350.00
Plan and Disclosure Statement (B320) 1.0 $775.00
General Bankruptcy (B410) 19.5 $7,565.50
TOTAL 495.3 $281,220.00

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RLF1 6726099v.1
EXPENSE SUMMARY

Expense Category Service Provider
(if applicable)
Total Expenses
Outside Reproduction $0.00
Legal Research LexisNexis $30.36
Filing/Court Fees $49.95
Court Reporting $0.00
Travel Expenses Please see the attached chart $3,701.51
Inside Courier & Expense Carriers $0.00
Outside Courier & Expense Carriers Georgia Messenger Service $35.90
Postage $0.00
Binding $0.00
Business Meals Please see the attached chart $138.50
Document Retrieval Pacer $0.00
Record Retrieval $0.00
Room Rental $0.00
Professional Services $163.50
Overtime $0.00
TOTAL $4,119.72

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RLF1 6726099v.1

BUSINESS MEAL DETAIL
Date
Posted
Provider Meal &
# of people
Description Amount
7/05/2012 Third Party Lunch/1 Breakfast for Jeff Kelley $14.00
7/05/3012 Third Party Dinner/1
Dinner for Jeff Kelley after
Board of Director Meeting
$52.50
7/16/2012 Third party Breakfast/3
Breakfast with representatives
of Debtor
$72.00
TOTAL $138.50

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RLF1 6726099v.1

TRAVEL EXPENSE DETAIL
Date of
Expense
Date
Expense
Posted
Professional Categories for Expense Amount
6/08/2012 7/18/2012 Ezra Cohen Travel Agent Fee $38.00
6/08/2012 7/18/2012 Ezra Cohen Travel Agent Fee $38.00
6/11/2012 7/03/2012 Carolyn Richter Airfare via Delta to and from
Atlanta to Philadelphia for
hearing
$907.60
6/11/2012 7/03/2012 Carolyn Richter Travel Agent Fee $76.00
6/11/2012 7/03/2012 Carolyn Richter DuPont Hotel room charge $328.90
6/19/2012 7/05/2012 Jeff Kelley DuPont Hotel room charge
Parking @ Atlanta Airport
$328.90
$16.00
6/19/2012 7/05/2012 Jeff Kelley Airfare via Delta to and from
hearing
$454.60
6/19/2012 7/05/2012 Jeff Kelley Parking @ Atlanta Airport
Taxi from Philadelphia Airport to
DuPont Hotel
Taxi from DuPont Hotel to
Philadelphia Airport
$16.00
$65.20
$85.00

6/22/2012 7/07/2012 Chelsea Sherman Personal Car Mileage Travel to
& from Howard County District
Court to file motion (68.4 miles)
$37.96
7/11/2012 7/16/2012 Jeff Kelley Airfare via Delta to and from
meeting
$653.60
7/11/2012 7/16/2012 Jeff Kelley Parking @ Atlanta Airport
Taxi from Philadelphia Airport to
DuPont Hotel
$68.00
$65.00
7/11/2012 7/16/2012 Jeff Kelley DuPont Hotel room charge $438.90

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RLF1 6726099v.1

7/11/2012 7/16/2012 Jeff Kelley GoGo Internet
Delta Special Service Ticket
Travel Agent Fee
$6.95
$25.00
$38.00
Jeff Kelley Miscellaneous Travel - Internet $13.90

TOTAL EXPENSES: $3,701.51

RLF1 6726099v.1
In re:
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
SECOND 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 JULY 1, 2012 THROUGH JULY 31, 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 Second
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 July 1, 2012 through July 31, 2012 (the Application). By this Application,
Troutman seeks a monthly allowance pursuant to the Administrative Order with respect to the
sums of $281,220.00 (80% of which equals $224,976.00) as compensation and $4,119.72 for
reimbursement of actual and necessary expenses for a total of $285,339.72 for the period July 1,

1

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RLF1 6726099v.1
2012 through and including July 31, 2012 (the Compensation Period). In support of this
Application, Troutman respectfully represents as follows:
Background
1. 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 above-
captioned 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 Courts
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 Troutmans employment by the Debtors during the period
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

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RLF1 6726099v.1
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 Troutmans 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 Associations (ABA) guidelines, as set forth in the ABAs
Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other
charges.

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RLF1 6726099v.1
Summary of Services Rendered
8. The partners, counsels, and associates of Troutman who have rendered
professional services in these cases are as follows: Ezra Cohen, Jeffrey Kelley, Carolyn Richter,
Jeffrey Cavender, Matthew Brooks, Michael Johnson, Jeffrey Banish, John Buehner, Tyler
Dempsey, Benjamin Carlsen, Adam Meehan, Andrea Farley, Hazen Dempster, Kevin
Angstenberger, Michael Karpen, Matt Madison, Michelle Willis, Justin Wood, Stephen Lewis,
Candice Priest, Alexandria Reyes, Richard Rimer, Lee Stremba and Mark Newman. The
paraprofessional of Troutman who has provided service to these attorneys in these cases is 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.
A. Case Administration (B110)
Fees: $52,761.50 Total Hours: 93.2

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RLF1 6726099v.1
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 parties-in-
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: $580.00 Total Hours: 1.0
This category includes all matters relating to acquisitions and analysis of post- petition
uses of property of the estate.
C. Asset Disposition (B130)
This category includes matters related to the disposition of property of the estate.
D. Meetings of and Communications with Creditors (B150)
This category includes all matters related to responding to creditors inquiries and inquires
from the official committee of unsecured creditors.
E. Fee/Employment Applications (B160)
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.
F. Fee/Employment Objections (B170)

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RLF1 6726099v.1
This category includes time spent responding to objections filed by various parties to
employment applications, including the application filed by Rothschild, Inc.
G. Assumption/Rejection of Leases and Contracts (B185)
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.
H. Other Contested Matters (B190)
This category includes matters related to adversary proceedings and contested hearings.
I. Business Operations (B210)
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.
J. Employee Benefits/Pensions (B220)
This category includes all matters related to employee wages, benefits, collective
bargaining issues, other employee relations matters, ERISA, and retirement benefits.
K. Financing/Cash Collections (B230)

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RLF1 6726099v.1
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.
L Real Estate (B250)
This category includes all matters relating to commercial real estate owned by the
Debtors
M. Board of Directors Matters (B260)
This category includes communications and meetings with the Debtors board of
directors.
N. Plan and Disclosure Statement (B320)
This category includes time spent researching and developing a disclosure statement.
O. General Bankruptcy (B410)
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 682.9
hours in connection with this matter during the Compensation Period, as follows:
ATTORNEYS HOURLY RATE HOURS
Cohen, Ezra H. $775.00 106.8
Kelley, Jeffrey W. $775.00 71.8
Richter, Carolyn P. $580.00 64.9

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RLF1 6726099v.1
Cavender, Jeffery W. $580.00 31.3
Brooks, Matthew R. $300.00 50.0
Johnson, Michael E. $575.00 25.5
Banish, Jeffery R. $650.00 10.7
Buehner, John E. $500.00 11.3
Dempsey, Tyler B. $775.00 10.1
Carlsen, Benjamin R. $250.00 21.6
Meehan, Adam M. $250.00 19.5
Farley, Andrea M. $600.00 7.1
Manishin, Glenn B. $725.00 4.4
Dempster, Hazen H. $600.00 5.3
Angstenberger, Kevin $260.00 10.5
Karpen, Michael A. $650.0 4.1
Madison, D. Matt $285.00 8.4
Willis, A. Michelle $525.00 4.1
Wood, Justin A. $350.00 5.0
Lewis, Stephen E. $650.00 2.0
Priest, Candice L. $250.00 2.2
Reyes, Alexandria J. $285.00 1.9
Rimer, F. Richard $425.00 0.6
Stremba, Lee W. $795.00 0.4

PARAPROFESSIONALS HOURLY RATE HOURS
Arnold, Susan C. $225.00 15.5

The nature of the work performed by these persons is fully set forth in Exhibit A
attached hereto. These are Troutmans 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 $281,220.00.
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 July I, 2012 through July 31, 2012, an allowance be made to Troutman pursuant to the
terms of the Administrative Order, with respect to the sum of $281,220.00 as compensation for
necessary professional services rendered (80% of which equals $224,976.00), and the sum of
$4,119.72 as 100% reimbursement of actual necessary costs and expenses, for a total of
$285,339.72 and that such sums be authorized for payment and for such other and further relief
as this Court may deem just and proper.
Dated: August 27, 2012
RLFI 6726099v.l
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
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VERIFICATION
STATE OF GEORGIA )
: ss.:
COUNTY OF FULTON )
Jeffrey W. Kelley, after being duly sworn according to law, deposes and says:
a) I am a partner 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.
SWORN AND SUBSCRIBED before me
lit.. -.._ )
2012.
L_ r"ULV\
Notary Public
My Commission Expires: ______ _
RLFI 6726099v. I

RLF1 6726099v.1
In re:
1

Debtors.
Chapter 11
Case No. 12-11564 (CSS)
NOTICE OF SECOND MONTHLY FEE APPLICATION OF
TROUTMAN SANDERS, LLP
PLEASE TAKE NOTICE that Troutman Sanders, LLP (the Applicant) has today filed
the attached Second 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 July 1, 2012 through July 31,
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 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-

1

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RLF1 6726099v.1
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 Official Committee of Unsecured Creditors, 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 Daylight Time) on September 17, 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
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.

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RLF1 6726099v.1
Dated: August 27, 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
-and-
Jeffrey 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
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

RLF1 6726099v.1
EXHIBIT A
Payment Remlnance Address
Troutman Sanders LLP
P.O. Box 933652
Allied Systems Holdings, Inc.
Attn: John F. Blount
2302 Parklake Dr NE
Ste 600
Atlanta, GA 30345-2918
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
FEDERAL ID No. 58-0946915
BILLING INQUIRIES:
404-885-2508
Invoice Date
Submitted by
Direct Dial
Invoice No.
File No.
Office Address
600 Peachtree Street, NE
Suite 5200
08/09/12
S E Lewis
404-885-3448
1440870
002872.111292
RE: Current Invoice for Period Ending 07/31/12
Client. Matter Matter Name
002672.111292 Chapter 11
Accounts Receivable as of 08/09/12
Fees
281,220.00
Disbs Total
4, 119. 72 3:-:3-::-9-::. 7-=--2
Total Amount of This Invoice $285,339.72
$347,311.43
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
Invoice Date 08/09/12
Invoice Number 1440870
File No. 002872.111292
Page2
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 07/31/12
ADMINISTRATION
B 110 Case Administration
07/02/12
SRC
07/02/12
MRS
07/02/12
CPR
07/03/12
SRC
07/03/12
MRS
07/05/12
JWC
07/05/12
EHC
07/05/12
MRS
Review utilities motion, draft correspondence to Cade
Daniels regarding Jackson EMC (0.4); review and amend
327 motion, correspond with Chris Samis and Paul Deutch
regarding same (1.1)
1.5 250.00 375.00
Legal research and analysis regarding utility issues (1.2);
further analysis and communications regarding wage and
critical vendor issues
5.9 300.00 1.770.00
Finalize Exhibit A to cash management order and email
revised exhibit for approval for filing under notice (0.4);
discuss notice with Chris Sam is (0.4); email to creditors'
committee regarding same (0.2)
1.0 580.00 580.00
Confer with Paul Deutch, Chris Samis, and Marisa
Terranova regarding Application to Employ Rust Omni
(0.6); review and edit same {2.5)
3.1 250.00 775.00
Communicate with Canadian counsel regarding revisions to
DIP order (0.3); conference with Carolyn Richter regarding
same (0.3); communicate with local counsel regarding
revisions to CV final order (0.2); conference with debtor
regarding same
2.6 300.00 780.00
Review of various emails from Canadian counsel regarding
various issues and review of docket in bankruptcy case
0.6 580.00 348.00
Review and revision of proposed final orders on first day
motions (1.0); review of proposed filings in Canadian
recognition proceedings (.7); messages with respect to
Georgia Self Insured Guaranty Fund (.3)
2.0 775.00 1,550.00
Revisions to ordinary course professionals order and wage
final order (2.8); conference with Ezra Cohen and Chris
Sam is regarding same(.5)
3.3 300.00 990.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page3
07/06/12
JWC
07/06/12
FRR
07/06/12
EHC
07/06/12
MEJ
07/06/12
MEJ
07/08/12
EHC
07/09/12
BRC
07/09/12
MRB
07/09/12
EHC
07/09/12
Review of emails from Chris Sam is and Jeff Kelley on
various issues and respond to same
0.8 580.00 464.00
Follow up with Axis Global System's counsel regarding
potential consent of AXIS trademark dispute; review status
of Axis Global System's registrations to determine date(s)
of incontestability
0.6 425.00 255.00
Review of comments by creditors committee to proposed
final orders and conferences thereon with Chris Samis and
jonathan Davis (1.6); conference with Jenny Slam about
proposed final orders and revision of proposed recognition
order (1.5) further conferences with Chris Samis and Brian
Lehan about committee comments to final orders (0.9);
further revision of final orders (1.1)
5.1 775.00 3,952.50
Review issues regarding status of litigation against Allied
for purposes of bankruptcy schedules
0.2 575.00 115.00
Email to Jonathan Davis regarding bankruptcy schedules
0.1 575.00 57.50
Preparation of description of proposed final orders for
Canadian recognition proceedings
2.8 775.00 2,170.00
Review utilities motion, confer with Cade Daniels regarding
same, draft correspondence to Carolyn Richter regarding
same (0.4)
0.4 250.00 100.00
Review and comment on CNO and CCC for final orders on
first day motions
1.0 300.00 300.00
Conferences with Canadian counsel and counsel for
Yucaipa about recognition order and directors' charge (.7);
response to questions about schedules and statement of
financial affairs (.7); preparation of insert for Macaulay
Affidavit to be presented in Canadian recognition
proceedings (1.6); Preparation of insert for DIP financing
(1.1)
4.1 775.00 3,177.50
Telephone conference with Ezra Cohen regarding listing of
IN ACCOUNT WITH
TROU1MAN SANDERS LLP
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page4
MEJ
07/09/12
CPR
07/10/12
JWK
07/13/12
CPR
07/16/12
JWC
07/16/12
JWK
07/17/12
EHC
07/17/12
JWC
07/18/12
BRC
07/18/12
JWC
07/18/12
CPR
07/18/12
JWK
07/19/12
JWK
07/19/12
Allied's claims against GM on bankruptcy schedules
0.3 575.00 172.50
Attention to services relating to DIP Notice of Hearing (0.5)
0.5 580.00 290.00
Various emails concerning prepartition of SOFAs,
0.3 775.00 232.50
Conference with Cade Daniel regarding bankruptcy and
insurance related issues; review email regarding same
(0.6)
0.6 580.00 348.00
Participate in conference call regarding Schedules and
Statement of Financial Affairs
0.5 580.00 290.00
Telephone call with Imperial counsel concerning critical
vendor issue and various emails concerning same
0.6 775.00 465.00
Response to questions about operations and executoiY
contracts
1.3 775.00 1,007.50
Review of drafts of schedules for all debtors
2.3 580.00 1,334.00
Review I research and draft KERP (2.8)
2.8 250.00 700.00
Continued review of schedules and statement of financial
affairs drafts
2.8 580.00 1,624.00
Attention to emails relating to schedules (0.5); attention to
various nondisclosure agreements (0.8)
1.3
Update emails with client
0.3
580.00
775.00
754.00
232.50
Telephone call with Chris Samis concerning 341 meeting
and other open issues (.3); review SOFA issues (.4)
0. 7 775.00 542.50
Continued review of draft schedules and statements of
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 5
JWC
07/19112
EHC
07119112
CPR
07/20112
JWC
07/20112
EHC
07/20112
SEL
07/20112
JWK
07/20112
JWK
07/20112
JWK
financial affairs for all debtors (1.4); participate in
conference call to go over comments on drafts with Chris
Samis, Katie Knowles, Roger Panella and Scott Macauley
(2.2); edit and revise Schedule D and conference with Ezra
Cohen regarding same and email communications
regarding same (.6)
4.2 580.00 2,436.00
Review and revision of schedules (1.0); analysis of
insurance contracts and related agreements as executory
contracts and conferences and messages thereon to
Jonathan Davis (1.2)
2.2 775.00 1,705.00
Attention to revisions to nondisclosure agreements (0.8)
0.8 580.00 464.00
Review of email correspondence from Jeff Kelley regarding
escrow account information and conference with Jeff Kelley
regarding same and work on insert to schedules and SOFA
for Allied in connection with same (1.0); telephone
conferences with Johnathan Davis and Chris Samis
regarding schedule of insurance contracts and email
correspondence regarding same (.3)
1.3 580.00 754.00
Review of issues with respect to schedules and global
notes (1.1);; review of Ryder documents and claim asserted
by Delevan thereunder (.5); review of ComVest issues with
respect to subsequent payment (.5); review of proposed
motion seeking directors' charge on Canadian assets (.5)
2.6 775.00 2,015.00
Conferences with Jeff Kelley and with Hazen Dempster
regarding various matters (0.8)
0.8
Review issue for SOFAs
0.2
650.00
775.00
520.00
155.00
Telephone call with Scott Macaulay concerning SOFAs (.4);
conference with Ezra Cohen concerning same (.3);
conference with Jeff Cavender concerning SOFAs (.4);
further review of SOFAs (.2)
1.3 775.00 1,007.50
Various em ails concerning SOFAs
0.7 775.00 542.50
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 6
07/20/12 Various telephone calls concerning MOR status
JWK 0.2 775.00 155.00
07/22/12 Email correspondence with Scott MaCauley regarding
Schedules and SOFAs
JWC 0.2 580.00 116.00
07/23/12 Correspond with Linda Weaver regarding OCP Motion,
research case file regarding same
BRC 0.4 250.00 100.00
07/23/12 Review of CSX leases, termination letters and licenses
agreements and messages thereon to Jonathan Davis
EHC 0.8 775.00 620.00
07/23/12 Review tax notices and email to Cade Daniel regarding
same (0.6)
CPR 0.6 580.00 348.00
Telephone call to ADR office regarding stay order and
extension of time to mediate in Allied v. Riggs litigation;
draft correspondence to ADR office regarding same
AJR 0.4 285.00 114.00
07/23/12 Email correspondence regarding Schedules and SOFAs
JWC 0.1 580.00 58.00
07/23/12 Various emails concerning Imperial issue
JWK 0.6 775.00 465.00
07/23/12 Telephone call with Chris Samis concerning SOFAs
JWK 0.2 775.00 155.00
07/23/12 Conference with Ezra Cohen D&O charge issue
JWK 0.3 775.00 232.50
07/24/12 Various emails concerning SOFA issues
JWK 0.3 775.00 232.50
07/24/12 Response to questions about schedules and conferences
thereon with Scott Macaulay, Jonathan Davis, Paul Deutch,
and Chris Samis (1.8); review of proposed directors' charge
and related severance and insurance issues (1.2);
conferences and messages thereon with Nick Kluge, Ava
Kim, Jennifer Starn, John Blount and Jeff Kelley (1.2)
;conferences with Lynne Rosner and Bill Gray about
underfunded pension plans (.5)
EHC 4.6 775.00 3,565.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 7
07/24/12 Attention to finalizing confidentiality agreements (1.2)
CPR 1.2 580.00 696.00
07/24/12 Email correspondence with Katie Nownes regarding
Schedules and SOFAs
JWC 0.2 580.00 116.00
07/24/12 Telephone conference with Ezra Cohen, Scott Macauley
and Johnathan Davis regarding Schedules and SOFAs
JWC 0.3 580.00 174.00
07/25/12 Revise consent order and telephone call to law clerk
regarding same
AJR 0.2 285.00 57.00
07/25/12 Email correspondence with John Blount and Glenn
Manishin regarding antitrust issues (0.4)
SEL 0.4 650.00 260.00
07/25/12 Communicate with Cade Daniel and Chris Samis regarding
discovery
MRB 0.2 300.00 60.00
07/25/12 Review affinal drafts of schedules and SOFAs and email
correspondence with Chris Sam is regarding same
JWC 1.0 580.00 580.00
07/25/12 Various emails concerning SOFAs
JWK 0.3 775.00 232.50
07/26/12 Various telephone calls and emails with Ezra Cohen
concerning 341 meeting
JWK 0.4 775.00 310.00
07/26/12 Communicate with Cade Daniel regarding lease issue
MRB 0.2 300.00 60.00
07/26/12 Finalize committee confidentiality agreement (0.5)
CPR 0.5 580.00 290.00
07/27/12 Telephone with Jeff Kelley regarding various issues
including amendment of schedules and KERP plan
JWC 0.3 580.00 174.00
07/27/12 Review of proposed revision of statement of financial affairs
with respect to insiders
EHC 0.5 775.00 387.50
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 8
07/27/12
EHC
07/27/12
SEL
07/27/12
JWK
07/30/12
JWK
07/30/12
JWK
07/30/12
JWC
07/30/12
MRB
07/31/12
BRC
07/31/12
JWC
07/31/12
EHC
Review of Florida issues with respect to underground
storage tanks; conferences with, and messages to and
from, Jonathan Davis and Gary Sheehan about
environmental issues
0.9 775.00 697.50
Telephone conference with Jeff Kelley {0.3); telepi'K:lne
conference with Rothschilds, John Blount, Jeff Kelley and
Andrea Farley (0.5)
0.8 650.00 520.00
Various telephone calls and emails concerning SOFA issue
0.4 775.00
Various emails concerning and calls concerning
amendment of Allied Holdings SOFA
2.2 775.00
310.00
1,705.00
Telephone call with John Blount concerning open issues
0.4 775.00 310.00
Conference with Jeff Kelley regarding amendments to
schedules
0.1 580.00 58.00
Conference with Jonathan Davis regarding employment
issues (0.3); conference with Jeff Kelley regarding
document production (0.2); review and analyze documents
in connection with committee discovery requests
7.7 300.00
Correspond with Matt Brooks regarding company
organization (0.1)
0.1 250.00
2,310.00
25.00
Email correspondence with Jeff Kelley and Katie Nownes at
Rust/Omni regarding needed amendment to State of
Financial Affairs for Allied Holdings(.2); review of notice of
amendment and proposed amendment prepared by
RustfOmni and email correspondence with Chris Samis
and Katie Nownes regarding same (.5); review of revised
amendment to SOFA and conference with Jeff Kelley
regarding same (.2)
0.9 580.00 522.00
Review of Canadian developments and proposed
amendment to schedules
0.4 775.00 310.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 9
07/31/12
JWK
07/31/12
JWK
07/31/12
JWK
Total 8110 Case Administration
8120 Asset Analysis and Recovery
07/13/12
CPR
Total 8120 Asset Analysis and Recovery
8130 Asset Disposition
07/05/12
JWK
07/05/12
JWK
07/05/12
JWK
07/05/12
SCA
07/05/12
JWC
07/05/12
EHC
07/05/12
AMF
Various emails concerning need to amend SOFA
0.4 775.00 310.00
Due diligence on information for amended SOFA
0.8 775.00 620.00
Telephone call with Chris Samis concerning amendments
to SOFA
0.2
93.2
775.00
0.00
Attention to reviewing and revising confidentiality
agreement(1.0)
1.0
1.0
580.00
0.00
Review term sheet and lender presentation
0.5 775.00
155.00
52,761.50
580.00
580.00
387.50
Review materials for call with client concerning term sheet
0.6 775.00 465.00
Analysis of term sheet provisions and conference with Ezra
Cohen concerning same
0.5 775.00 387.50
Organize articles, bylaws and operating agreement for
each entity into PDF in connection with Rothschild diligence
2.9 225.00 652.50
Review of latest proposal from potential purchaser of
assets
0.8 580.00 464.00
Review and analysis of proposed purchaser's term sheet
and messages and conferences thereon with Jeff Kelley
1.2 775.00 930.00
Review and comments to term sheet (0.8); telephone
conference with John Blount regarding same (0.7);
correspondence with John Blount regarding open Asset
Purchase Agreement issues (0.3)
1.8 600.00 1,080.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Allied Systems Holdings, Inc,
Chapter 11
Invoice Date 08109112
File No. 002872.111292
Page 10
07/06/12
EHC
07/06/12
JWK
07/06/12
JWK
07/07/12
JWK
07/07/12
AMF
07/09/12
JWK
07/09/12
JWK
07/09/12
JWK
07/10/12
JWK
07/10/12
JWK
07/11/12
EHC
07/12/12
JWK
07/13112
EHC
Review of issues with respect to proposed term sheet for
sale of assets
0.5 775.00
Various emails concerning term sheet issue
0.4 775.00
Call with client concerning term sheet
0.9 775.00
Review and revise term sheet and various emails
concerning same
1.3 775.00
Review and comments to term sheet
1.1 600.00
387.50
310.00
697.50
1,007.50
660.00
Telephone call with counsel for potential bidder concerning
transaction status
0.4 775.00
Telephone call with John Blount concerning potential
transaction
0.2 775.00
310.00
155.00
Call with Rothschild and client concerning term sheet
0.9 775.00
Prepare correspondence to client and Rothschild
concerning term sheet issues
0.6 775.00
Various emails concerning NDA for committee
0.3 775.00
697.50
465.00
232.50
Review of proposed term sheet and conference with Mark
Collins, John Blount, Marcelo Messer, Todd Snyder, and
Stephen Antinelli about potential asset sale
1.4 775.00 1,085.00
Telephone call with counsel for potential bidder concerning
term sheet status
0.2 775.00 155.00
Review of revised term sheet for potential sale and analysis
of how to proceed
0.8 775.00 620.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 11
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 07131112
07113112
AMF
07113112
AMF
07/13/12
JWK
07/17112
CPR
07118112
JWK
07118112
JWK
07/18/12
JWK
07/18/12
EHC
07120112
MEJ
07/20/12
JWK
07120112
JWK
07122112
JWK
07123112
Review comments to Confidentiality Agreement and
correspondence regarding same to Carolyn Richter
0.6 600.00 360.00
Review revised Confidentiality Agreement
0.2 600.00 120.00
Review term sheet comments from Black Diamond and
various em ails concerning same
0.8 775.00 620.00
Review and revise four confidentiality agreements (2.0)
2.0 580,00 1,160.00
Various emails concerning transaction status
0.4 775.00 310.00
Call with Rothschild concerning potential transaction and
sales process
0.9 775.00
Call with Yucaipa, as lender, concerning potential
transaction
0.4 775.00
697.50
310.00
Review and analysis of proposed terms of sale of assets
and timing and discussion thereon with Jeff Kelley (.7);
conferences with Marcelo Messer, Todd Snyder, Stephen
Antinelli , Jeff Kelley, Mark Collins and Tyler Dempsey
about term and process of sale (.8); follow on call with
Robert Klyman and Derex Walker (.5); analysis of process
for sale of assets (.5)
2.5 775.00 1,937.50
Review issues and documents regarding pending litigation
0.9 575.00 517.50
Review of issues concerning potential transaction
1.0 775.00 775.00
Review pending litigation as it may impact asset disposition
0.2 775.00 155.00
Analysis of isssue concerning potential bidder and various
emails concerning same
0.7 775.00 542.50
Various emails concerning issues with potential bidder
!N ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 12
JWK
07/23/12
EHC
07/23/12
AMF
07/24/12
JWK
07/25/12
JWK
07/25/12
GBM
07/25/12
GBM
07/25/12
GBM
07/25/12
DMM
07/26/12
GBM
07/26/12
GBM
07/26/12
JWK
07/27/12
JWK
07/27/12
AMF
07/31/12
0.6 775.00 465.00
Review of agreements and of messages thereon with
respect to disposition of assets
0.6 775.00 465.00
Correspondence regarding status of litigation
0.2 600.00 120.00
Due diligence/process call concerning potential transaction
0.7 775.00 542.50
Various emails concerning report on process call
0.3 775.00 232.50
Review pleadings
0.2 725.00 145.00
Analysis of potential transaction
0.2 725.00 145.00
Prepare memo for J. Blount regarding potential transaction
3.0 725.00 2,175.00
Review and revise non-disclosure agreements
0.4 285.00 114.00
Various emails concerning potential transaction
0.3 725.00 217.50
Telephone discussion with J. Blount regarding potential
transaction
0.5 725.00 362.50
Telephone call with Vi nod concerning committee requests
and various emails concerning same
0.3 775.00 232.50
Call with Rothschild concerning transaction process
0.6 775.00 465.00
Conference call with Allied regarding Asset Purchase
Agreement and process (.5); review and comments to
Joinder to NDA (.3)
0.8 600.00 480.00
Review and revise Joinder Agreement with Bardays
Capital; conference with Andrea Farley to discuss the same
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 13
DMM
07/31/12
GBM
Total 8130 Asset Disposition
2.9 285.00
Various emails concerning potential transaction
0.2
39.7
725.00
0.00
826.50
145.00
25,787.00
8150 Meetings of and Communications with Creditors
07/02/12
SCA
07/02/12
CPR
07/02/12
CPR
07/02/12
JWK
07/03/12
JWK
07/03/12
SCA
07/05/12
JWK
07/06/12
JAW
07/07/12
HHD
Emails and conference with Carolyn Richter regarding
request from Creditor's Committee (.5) review latest draft of
collateral questionnaire and schedules thereto (2.3);
research closing documents for latest Amended Restated
Pledge and Security Agreement and schedules (.8)
3.6 225.00 810.00
Further emails regarding obtaining information for creditors'
committee (1.0)
1.0 580.00 580.00
Attention to responding to diligence terms requested by
creditors' committee (1.4); attention to emails regarding
next hearing date (0.4)
1.8 580.00 1,044.00
Various emails with Mike Burke concerning due diligence
and other open issues
0.4 775.00 310.00
Telephone call with Mike Burke concerning due diligence
and open issues
0.2 775.00 155.00
Locate and review collateral bank agreements dated May
2, 2011 to verify correct schedules (1.1)
1.1 225.00 247.50
Update email to committee counsel concerning Canadian
proceedings
0.2 775.00 155.00
Attention to email correspondence 'Nith Allied team
regarding creditors committee request to update 2007
pledge and security agreement schedules
0.1 350.00 35.00
Review draft response to committee infonnation requests
and respond to same (0.5)
0.5 600.00 300.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 14
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 07131112
07109112
SCA
07109112
SCA
07/10112
MRB
07/10112
SCA
07111112
SCA
07111112
CPR
07111112
CPR
07/12/12
CPR
07116112
JWK
07/17/12
JWK
07/17/12
Research closing documents for security documents
relating to Second Lien
0.5 225.00 112.50
Prepare schedule of Canadian O'Niled vehicles and trailers
for officer's certificate
0.5 225.00 112.50
Review discovery requests from creditors' committee;
conference with Carolyn Ricther regarding same;
communicate with local counsel regarding Rothchild
application; research and analysis regarding executory
contract issues
4.1 300.00 1,230.00
Retrieve and organize credit and corporate documents in
connection with document production request
2.2 225.00 495.00
Discuss response to request for production of documents
with Carolyn Richter and Matt Brooks (.6); provide
documents in response to production request (1.) research
closing documents and retrieve stock certificates per Justin
Wood (.6)
2.2 225.00 495.00
Review committee's first request for production of
documents and meet with Matt Brooks and Susan Arnold to
prepare response (1.0)
1.0 580.00 580.00
Emails regarding Committee's request for information on
schedules to Pledge and Security Agreement (0.3)
0.3 580.00 174.00
Review Fleet appraisal and telephone call with Robert
Ferrel regarding same and Cade Daniel (0.6); email to
creditors' committee counsel regarding reply to discovery
(0.8)
1.4 580.00 812.00
Telephone call with Mike Burke concerning case status
0.6 775.00 465.00
Conference with Mark Collins concerning 341 meeting
0.2 775.00 155.00
Telephone call with Carolyn Richter concerning committee
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 15
NDA
JWK
07/17/12
EHC
07/17/12
CPR
07/18/12
EHC
07/18/12
EHC
07/23/12
EHC
07/24/12
MRB
07/24/12
CPR
07/25/12
EHC
07/25/12
CPR
07/25/12
JWK
07/26/12
EHC
07/31/12
0.2 775.00 155.00
Preparation for meeting of creditors
1.3 775.00 1,007.50
Respond to committee's inquiry regarding rigs and vehicles
(1.0)
1.0 580.00 580.00
Preparation for meeting of creditors
0.5 775.00 387.50
Conference with Jeff Cavender about scheduling of
creditors holding security and message thereon
0.5 775.00 387.50
Review of information request from creditor's committee
and arrangements for response (.3)
0.3 775.00 232.50
Conference with Cade Daniel regarding committee
discovery requests and tease issues (0.5); review and
compile discovery responses (2.8)
3.3 300.00 990.00
Attention to responding to committee production requests
(1.3)
1.3 580.00
Review of schedules and statements of affairs and
preparation for meeting of creditors
4.0 775.00
754.00
3,100.00
Continue to negotiate confidentiality agreement between
Allied and Creditors' Committee
1.0 580.00 580.00
Telephone call with Mike Burke concerning update
0.2 775.00 155.00
Preparation for meeting of creditors and appearance at
meeting
4.0 775.00 3,100.00
Conference with Matt Braun at Rothschild regarding first
document production to committee (0.2); communicate with
Michael Johnson regarding CIT litigation documents (0.2);
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 16
MRB
07/31/12 A104 Review/analyze
MEJ
07/31/12 A103 DrafUrevise
MEJ
communicate 'Nith Jeff Kelley regarding first monthly fee
app (0.2); prepare first document production to committee
7.9 300.00 2,370.00
Review issues regarding Creditor Committee document
requests relating to CIT objections
0.5 575.00 287.50
Work on response to Committee document requests
Total 8150 Meetings of and Communications
with Creditors
0.4
48.3
575.00
0.00
230.00
22,584.00
8160 Fee/Employment Applications
07/05/12
JWC
07105/12
JWC
07106112
JWC
07120112
EHC
07/23/12
JWC
07/26/12
JWC
07131/12
JWK
07/31/12
Email correspondence with Chris Samis regarding Ordinary
Court Professionals motion and comments of U.S. Trustee
to same
0.2 580.00 116.00
Telephone conference with Jennifer Sham regarding
ordinary course procedures for Canadian litigation counsel
and follow-up email regarding same
0.4 580.00 232.00
Review of draft Troutman invoice; email correspondence
regarding same
0.9 580.00 522.00
Conference with Jeff Kelley about objection to terms of
employment of Rothschild and evidence to be presented at
hearing (.5) review an analysis of creditor committee
objection to employment of Rothschild (.7)
1.2 775.00 930.00
Review of form of Order regarding Troutman Application
and email correspondence with Jeff Kelley and Ezra Cohen
regarding same
0.1 580.00 58.00
Email correspondence regarding interim compensation
procedures
0.1 580.00 58.00
Prepare statement to comply with UST guidelines
1.6 775.00 1,240.00
Telephone call with Brian Cullen concerning objections to
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 17
JWK
Total 8160 Fee/Employment Applications
8170 Fee/Employment Objections
07/06/12
CPR
07/10/12
JWK
07/18/12
JWK
07/18/12
JWK
07/18/12
JWK
07/19/12
JWK
07/19/12
JWK
07/19/12
JWK
07/20/12
JWK
07/20/12
JWK
07/20/12
Rothschild fee application (.7); conference with Michael
Johnson concerning response to objections (.5)
1.2
5.7
775.00
0.00
930.00
4.086.00
Review objections of U.S. Trustee to retention applications
(0.5)
0.5 580.00
Prepare correspondence concerning Black Diamond
comments on Rothschild engagement letter
0.5 775.00
290.00
387.50
Review potential objections to Rothschild retention (.5); call
with Rothschild counsel concerning same (.3)
0.8 775.00 620.00
Telephone calls (2) with Mike Burke concerning Rothschild
retention issues and various emails concerning same
1.2 775.00
Telephone call with Rothschild counsel concerning
potential committee objections to completion fee
0.3 775.00
930.00
232.50
Telephone calls (2) with Derek Alexander concerning
committee issues with Rothschild completion fee
0.6 775.00 465.00
Conference with Jeff Cavender concerning KERP
0.6 775.00 465.00
Conference with Michael Johnson and Ezra Cohen
concerning potential objections to Rothschild completion
fee
0.7 775.00 542.50
Conference with Michael Johnson concerning response to
objection to Rothschild objection
0.3 775.00 232.50
Review draft Rothschild objection by committee and
various emails concerning same
0.7 775.00
Various emails concerning committee objection to
542.50
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 18
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 07/31112
Rothschild completion fee
JWK
07/20/12
MRB
07/20/12
MEJ
07/20/12
MEJ
07/20/12
CPR
07/26/12
JWC
07/27/12
JWK
07/30/12
JWK
07/30/12
EHC
07/30/12
MEJ
07/30/12
MEJ
07/30/12
MEJ
0.2 775.00 155.00
Review limited objection filed by committee to debtor's
application for employment of financial advisor
0.2 300.00 60.00
Conference with Jeff Kelley regarding committee and Black
Diamond challenge to Debtors' Financial Advisor
Agreement
0.3 575.00 172.50
Review motion and pleadings regarding Black Diamond
challenge to Debtors' Financial Advisor Agreement
0.4 575.00 230.00
Review committee's objection to Rothschild Success Fee
(0.4)
0.4 580.00 232.00
Telephone conference with Canadian counsel regarding
employment application objection
0.1 580.00 58.00
Review Black Diamond objection to Rothschild retention
0.4 775.00
Review Rothschild objections and various emails
concerning same
1.1 775.00
310.00
852.50
Review of objections to employment of Rothschild and
conferences thereon with Jeff Kelley; Mark Collins, Chris
Samis, and Derek Alexander
0.9 775.00
Prepare for conference call on objection to Motion to
Approve Financial Advisor
0.7 575.00
697.50
402.50
Conference call with Delaware counsel and Rothschild
counsel regarding response to objectors to Financial
Advisor agreement
0.8 575.00 460.00
Work on response to Financial Advisor objections
0.8 575.00 460.00
\N ACCOUNTW\TH
ATTORNEYS AT LAW
Chapter 11
Invoice Date 08109/12
File No. 002872.111292
Page 19
07/30/12
JWK
07/31/12
EHC
07/31/12
MEJ
07/31/12
MEJ
Total B170 Fee/Employment Objections
Call with Derek Alexander and co-counsel concerning
objections to Rothschild retention
1.2 775.00 930.00
Review of objections to application to retain Rothschild and
conference thereon with Jeff Kelley, Michael Johnson,
Brian Cullen, John Blount, Mark Collins and Chris Samis
1.0 775.00
Conference call 'Nith Brian Cullen, John Blount and
Delaware counsel regarding Committee and Black
Diamond objections to Rothschild engagement
775.00
0.8 575.00 460.00
Work on response to Black Diamond's objections to
Rothschild engagement
0.8
16.3
575.00
0.00
460.00
11,422.50
B185 Assumption/Rejection of Leases and Contracts
07/02/12 Review and edit correspondence to Ken Peters (0.5);
confer with Ken Peters regarding EMOC contract (0.3)
BRC
07/03/12
BRC
07/03/12
MRS
07/03/12
JWK
07/12/12
BRC
07/16/12
BRC
0.8 250.00 200.00
Research and draft memorandum regarding springing
security deposits (1. 7)
1.7 250.00 425.00
Research regarding Winston Salem sewer contract issues
1.2 300.00
Various telephone calls concerning ordinary course
amendments to customer contracts
0.4 775.00
360.00
310.00
Review case file regarding upcoming motion hearings (0.2);
draft correspondence to Ken Peters (counsel for EMOC)
regarding same (0, 1 ); confer with Ken Peters regarding
same (0.1)
0.4 250.00 100.00
Confer with Jeff Kelley regarding Imperial contract (0.1 );
review correspondence regarding same (0.2); draft
correspondence to Imperial's counsel regarding contract
deposit (0.2); confer with Ken Peters regarding Imperial
contract (0.2); review contract (0.3)
1.0 250.00 250.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 20
07/23/12
BRC
07/24/12
BRC
07/30/12
BRC
Confer with Ken Peters regarding the Imperial contract;
draft correspondence regarding same (0.4)
0.4 250.00 100.00
Confer with Ken Peters regarding the Imperial contract;
draft correspondence regarding same (0.6)
0.7 250.00 175.00
Confer with Ken Peters regarding Imperial Oil contract
(0.1 ); draft correspondence regarding same (0. 1)
0.2 250.00 50.00
Total 8185 Assumption/Rejection of Leases
and Contracts
6.8 0.00 1,970.00
8190 Other Contested Matters
07/05/12
JWK
07/06/12
JWK
Total 8190 Other Contested Matters
Summary of 8100 ADMINISTRATION
OPERATIONS
8210 Business Operations
07/01/12
EHC
07/02/12
EHC
07/03/12
EHC
07/10112
EHC
Review CAW proposed Canadian pleadings and Macaulay
affidavit
0.4 775.00
Review of Honda litigation issues in Canada
0.2
0.6
775.00
0.00
310.00
155.00
465.00
211.6 0.00 119,656.00
Review of recent developments and preparation of
message to counsel for the creditors' committee about
operational issues
1.0 775.00 775.00
Response to operational questions revising final orders on
first day motions dealing with operational issues.
2.1 775.00
Response to operational and financing issues and
response to questions thereon (2.1) ; letter of
understanding with CAW (2.0)
1,627.50
4.2 775.00 3,255.00
Review of proposed final orders and conference thereon
with Marisa Terranova (.6); message thereon to client (.2)
0.8 775.00 620.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 21
07/12/12
EHC
07/13/12
CPR
07/13/12
EHC
07/16/12
EHC
07/17/12
TBD
07/18/12
EHC
07/18/12
TBD
07/19/12
TBD
07120112
TBD
Conference with Jonathan Davis about Delevan claims of
secured indemnification
0.2 775.00 155.00
Review email regarding schedules to pledge and security
agreement (0.2)
0.2 580.00 116.00
Response to Canadian questions and draft of proposed
language for endorsement (1.5); advice with respect to
effect on operational issues of final orders on first day
motions (1.6); messages with respect to assumption of
real estate leases (.3);
3.4 775.00 2,635.00
Review of results of Canadian recognition hearing and
conference thereon with Michelle Levitt of Chartis (.5);
review of pension issues (2.6)
3.2 775.00 2,480.00
Review URS non-disclosure agreement
0.8 550.00 440.00
Review of cash management issues raised by Fidelity Bank
and analysis of how to proceed (.6); review and reply to
inquiry by Annsco, Inc. (.4); analysis of insurance polices
for prior years with respect to outstanding mutual
obligations (.8)
1.8 775.00 1,395.00
Review JCT term sheet (1.0); telephone conference with
Carolyn Richter regarding NDA's (0.6); revise MAEVA NDA
(0.7); revise URS NDA (0.7); telephone conference with
Rothschild and Jeff Kelley regarding term sheet (0.6);
telephone conference with Yucaipa regarding term sheet
(0.6)
4.2 550.00 2,310.00
Telephone conference with Jonathan Davis regarding
NDA's (0.4); review MAEYA NDA (0.4); review final NDA's
(0.5); telephone conference with Gores/URS regarding
NDA (0.4); correspondence regarding same (0.3)
2.0 550.00 1,100.00
Conference with Matt Madison regarding non-disclosure
agreements (0.3); review revised Marlin non-disclosure
agreement (0.6)
0.9 550.00 495.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 22
07/20/12
DMM
07/23/12
DMM
07/24/12
DMM
07/25/12
TBD
07/27/12
DMM
07/30/12
TBD
07/30/12
DMM
07/31/12
TBD
07/31/12
AMF
Total B210 Business Operations
B220 Employee Benefits/Pensions
07/09/12
JRB
07/13/12
JWC
07/13/12
JWK
07/13/12
Revise and review nondisclosure agreements
1.2 285.00 342.00
Review and revise nondisclosure agreements
0.8 285.00 228.00
Review and revise nondisclosure agreements with various
parties
0.5 285.00 142.50
Review proposed nondisclosure agreement changes and
related correspondence (0.8)
0.8 550.00 440.00
Draft and revise joinder to confidentiality agreement; review
confidentiality agreements
1.9 285.00 541.50
Conference with Matt Madison regarding nondisclosure
agreements (0.3); review nondisclosure agreements (0.4)
0.8 550.00 440.00
Review and revise confidentiality agreements
0.7 285.00 199.50
Conference with Matt Madison regarding NDA issues (0.6)
0.6 550.00 330.00
Review and comments to proposed changes to Joinder
Agreement (.8); office conferences with Matt Madison
regarding same (.6)
1.4
33.5
600.00
0.00
Analysis of employee benefit issues
0.6 650.00
840.00
20,907.00
390.00
Conference with Jeff Kelley regarding status of case and
KERP plan
0.2 580.00 116.00
Conference with Jeff Cavender concerning potential KERP
0.2 775.00 155.00
Call with client concerning potential KERP
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 23
JWK
07/17/12
JWC
07/17/12
JWC
07/17/12
BRC
07/17/12
EHC
07/18/12
JWC
07/18/12
JWK
07/19/12
JWK
07/19/12
JWK
07/19/12
JWK
07/19/12
JWC
07/20/12
AMM
07/20/12
JRB
07/20/12
0.6 775.00 465.00
Email correspondence with Chris Samis, Scott Macauley
and Chris Samis regarding benefit claims
0.2 580.00 116.00
Email correspondence with Jeff Kelley regarding KERP
plan and conference with Ben Carlsen regarding same
0.2 580.00 116.00
Confer with Jeff Cavender regarding key employee
retention plan (0.1 ); reviewprior art (5.3); draft KERP (1.7)
7.1 250.00 1,775.00
Review of pension issues and response to questions
thereon
1.2 775.00 930.00
Review of issues relative to KERP plan; conferences with
Jeff Kelley regarding same
1.7 580.00 986.00
Conference with Jeff Cavender concerning KERP and
1.0 775.00 775.00
Review Canadian D&O charge issue
0.4 775.00 310.00
Telephone call with Jennifer Stam concerning Canadian
0&0 charge issue
0.8 775.00 620.00
Various emails concerning 0&0 charge issue
0.3 775.00 232.50
Conference with Jeff Kelley regarding KERP plan and
retention issues
0.6 580.00 348.00
Start draft of KERP
3.3 250.00 825.00
Prepare KERP plan document (.8)
0.8 650.00 520.00
Review and reply to e-mail from Cade Daniel on "employer"
issue
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 24
07/20/12
07/20/12
07120112
07121112
07/22112
07/23/12
07124112
07/25/12
07125112
07/25/12
07/25/12
07126112
07126112
07/26112
07/26112
MJN 0.3 460.00 138.00
AMM
AMM
AMM
AMM
AMM
AMM
JRB
AMM
JRB
JWK
JWK
JWK
AMM
JWC
Meeting with Jeff Banish to discuss objectives/goals
0.5 250.00 125.00
Research KERPs (Key Employee Retention Plan)
1.5 250.00 375.00
Locate and review KERPs
0.9 250.00 225.00
Draft and review KERP.
3.1 250.00 775.00
Draft and review KERP.
2.6 250.00 650.00
Review/Edit KERP
1.8 250.00 450.00
Prepare KERP plan document (1.2)
1.2 650.00 780.00
Revise draft of KERP
3.3 250.00 825.00
Prepare KERP plan document (3.2)
3.2 650.00 2,080.00
Review and revise KERP and various emails concerning
same
0.4 775.00 310.00
Various emails concerning D&O charge issue
0.3 775.00 232.50
Various emails concerning KERP
0.3 775.00 232.50
Correspondence with Bankruptcy Attorneys over KERP
0.3 250.00
Work on draft motion to approve KERP Plan and due
diligence in connection with same
75.00
4.0 580.00 2,320.00
Review of KERP plan and email correspondence with Jeff
Kelley and Jeff Banish regarding same
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 25
JWC 1.6 580.00 928.00
07/26/12 Telephone conference with John Blount regarding KERP
JWC 0.5 580.00 290.00
07/26/12 Review of research relative to definition of insiders for
purposes of KERP and email correspondence regarding
same
JWC 0.6 580.00 348.00
07/26/12 Draft final versions of KERP
AMM 2.2 250.00 550.00
07/26112 Prepare KERP
JRB 2.7 650.00 1,755.00
07/27/12 Email correspondence regarding KERP plan and research
regarding same
JWC 0.5 580.00 290.00
07/27/12 Telephone call with co-counsel and Black Diamond
Counsel concerning D&O charge issue
JWK 0.6 775.00 465.00
07/30/12 Conference with Jeff Cavender concerning KERP
JWK 0.1 775.00 77.50
07/30/12 Telephone call with Chris Samis concerning KERP
JWK 0.2 775.00 155.00
07/30/12 Various emails concerning KERP
JWK 0.7 775.00 542.50
07/30/12 Conference with Jeff Kelley regarding KERP Plan and
email to John Blount regarding same
JWC 0.2 580.00 116.00
07/30/12 Work on KERP Plan and email correspondence with John
Blount, Roger Panella and Jeff Banish regarding same and
conferences with Jeff Kelley regarding same
JWC 2.7 580.00 1,566.00
07/30112 Revise KERP plan document (2.2)
JRB 2.2 650.00 1,430.00
07/31112 Email correspondence from Jeff Kelley regarding KERP
plan
JWC 0.1 580.00 58.00
IN ACCOUNT WITH
TROUlMAN SANDERS LLP
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 26
07/31/12
JWK
07/31/12
JWK
Total 8220 Employee Benefits/Pensions
8230 Financing/Cash Collections
07/02/12
MAK
07/02/12
CPR
07/02/12
LWS
07/03/12
CPR
07/03/12
JAW
07/03/12
MAK
07/03/12
JWK
07/05/12
JWK
07/05/12
Conference with Jeff Cavender concerning KERP
0.2 775.00 155.00
Various emails concerning KERP approval process
0.4
58.4
775.00
0.00
310.00
27,308.50
Call with H. Dempster regarding events of default (.4):
review Credit Agreement regarding events of default (1.2);
call with Hazen Dempster regarding events of default (.5)
2.1 650.00 1.365.00
Review proposed draft of final DIP order (0.6); telephone
call with Melinda Frank to discuss revisions to interim DIP
order needed to satisfy Chartis Insurance (0.8); telephone
with Michelle Levitt at Chartis regarding same (0.5); email
to Melinda Frank regarding same (0.3); telephone call with
Chris Samis regarding carve-out (0.3)
2.2 580.00 1,276.00
Review default provisions in draft agreement and analysis
with Michael Karpen regarding enforcement opinion issues
relating to bankruptcy event defaults
0.4 795.00 318.00
Review revised DIP order and conference with Melinda
Franek (1.5); review motion to extend rejection deadline
(1.0); attention to emails (1.0)
3.5 580.00 2,030.00
Attention to creditors' committee request regarding
updating 2007 pledge and security agreement schedules
0.1 350.00 35.00
Review Credit Agreement (.8); review and revise opinion
(.9)
1.7 650.00 1,105.00
Telephone call with Chris Samis concerning DIP loan
issues
0.3 775.00 232.50
Calls with Yucaipa concerning final DIP loan order
0.5 775.00 387.50
Detailed review of proposed final DIP order and committee
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002672.111292
Page 27
JWK
07/05/12
CPR
07/05/12
JAW
07/06/12
SCA
07/06/12
SCA
07/06/12
CPR
07/06/12
CPR
07/06/12
JWK
07/06112
JWK
07/07112
JWK
comments and various emails concerning same
1.5 775.00 1.162.50
Telephone call with Melinda Franek regarding Chartis
comments to DIP order and telephone call with Michelle
Levitt regarding same (0.6); review revised draft final DIP
order and compare committee's comments to the draft
(1.2); attention to due diligence requests by committee and
gathering response (1.3); attention to matters, attention to
363 sale terms (1.5); attention to matters set for hearing on
July 12 (0.3)
5.1 580.00 2,958.00
Review and revise updated schedules to 2007 Pledge and
Security Agreement
1.8 350.00 630.00
Prepare chart of Deposit Accounts of Allied Holdings, Inc.
Debtor Subsidiaries per Justin Wood (1.2)
1.2 225.00 270.00
Conference and emails with Cade Daniel regarding
distribution of articles, bylaws and operating agreements
(1.3)
1.3 225.00 292.50
Review revised final DIP order and provide comments to
same (1.0); telephone call with Chartis counsel regarding
payment agreements with Allied (0.5); telephone call with
Melinda Franek regarding same (0.3); review committee
objections to DIP order (0.4) review proposed revisions to
credit agreement (1.0)
3.2 580.00 1,656.00
Telephone call with Cade Daniel regarding due diligence
requests (0.6); telephone call with Matt Braun regarding
same (0.4); prepare replies to diligence requests (2.0)
3.0 580.00 1,740.00
Telephone call with Mark Collins concerning final DIP order
issues (5); various emails concerning same (.3)
0.8 775.00 620.00
Various emails concerning final DIP loan order
0.4 775.00 310.00
Review of final DIP order open issues
0.4 775.00 310.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 28
07/08/12
EHC
07/08/12
JWK
07/08/12
JWK
07/09/12
JWK
07/09/12
JWK
07/09/12
JWK
07/09/12
EHC
07/09/12
CPR
07/09/12
JAW
07/10/12
EHC
07/10/12
Review of proposed final financing order and preparation of
description for Canadian recognition proceedings
1.7 775.00 1,317.50
Calls with Yucaipa counsel and committee counsel
concerning resolution of committee objections to DIP loan
1.0 775.00 775.00
Review of taxing authorities objection to DIP loan and
0.3 775.00 232.50
Telephone call with Mike Burke concerning committee
objection to DIP loan (.3); various emails concerning
committee objection (.3); telephone call with Mark Collins
concerning objection (.2); prepare for hearing on DIP loan
(1)
1.8 775.00 1,395.00
Telephone call with Mark Collins concerning preparation for
hearing on DIP loan
0.4 775.00 310.00
Review committee objection to DIP loan
0.9 775.00 697.50
Review of objections to DIP Financing and preparation to
respond
2.1 775.00 1,627.50
Attention to finalizing drafts of Final DIP order and
addressing comments to same (2.0); prepare response to
diligence inquiry from the committee (2.5); review
committee objection to DIP motion (1.0)
5.5 580.00 3,190.00
Attention to postclosing deliverables for DIP Credit
Agreement, induding compiled closing certificate,
Secretary's certificates for Canadian subsidiaries and
insurance certificates
0.7 350.00
Review of committee objections to DIP Financing,
conferences with counsel for Allied and Yucaipa and
preparation of response to Committee objections
245.00
8.8 775.00 6,820.00
Conference with Jeff Kelley regarding Creditors' Committee
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 29
objection to DIP loan
MEJ
07/10/12
MEJ
07/10/12
MEJ
07/10/12
MEJ
07/10/12
CPR
07/10/12
JAW
07/10/12
JWK
07/10/12
JWK
07/11/12
JWK
07/11/12
JWK
07/11/12
0.4 575.00 230.00
Review Creditors' Committee objection and analyze
response
0.9 575.00 517.50
Conference call with Allied and Yucaipa counsel regarding
Creditors' Committee objection to DIP loan
0.6 575.00 345.00
Research and draft response to Creditors' Committee
objec1ion to DIP loan
2.5 575.00 1,437.50
Attention to preparation for DIP hearing (0.4); attention to
further discovery requests (1.5); review and comment on
changes to Canadian recognition order and telephone call
regarding same (0.9); attention to service of notice on
motions and hearings (1.5); conference with Ezra Cohen
regarding creditors' committee objection (0.5); telephone
call with Jennifer Stannan regarding revised recognition
order and MaCaulay affidavit (0.4); review same (0.9)
6.1 580.00 3,538.00
Review and revise updated 2007 Pledge and Security
Agreement schedules
1.0 350.00 350.00
Conference with Ezra Cohen and Michael Johnson
concerning response to committee objections to DIP loan
(.4); various emails concerning DIP loan hearing status
0.6 775.00 465.00
Numerous calls and emails concerning committee
objections to DIP loan (1.2); prepare for hearing on DIP
loan approval
2.2 775.00 1,705.00
Telephone call with Mark Collins concerning preparation for
hearing on DIP loan
0.3
Prepare for hearing on DIP loan
1.9
775.00 232.50
775.00 1,472.50
Calls (2) with DIP lender counsel and co-counsel
concerning attempts to resolve committee objections to DIP
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
Invoice Date 08109/12
File No. 002872.111292
Page 30
JWK
07/11/12
JWK
07111112
JWK
07/11/12
JWK
07/11/12
EHC
07/11112
MEJ
07/11112
MEJ
07/11112
MEJ
07/11112
MEJ
07/11/12
MEJ
07111112
CPR
07111112
loan
1.0 775.00 775.00
Travel to Wilmington (prepare for DIP loan hearing on
plane)
1.4 775.00 1,085.00
Conference with client to prepare for DIP loan hearing
0.8 775.00 620.00
Various emails concerning status of attempts to resolve
committee objections to DIP loan
0.3 775.00 232.50
Preparation of response to Committee objections and
messages and conferences thereon with Mark Collins,
Chris Sam is, Jeff Kelley, Michael Johnson, Carolyn richter,
Greg Lunt, Melinda Franek, Robert Klyman, Scott
Macaulay, and John Blount
10.8 775.00 8,370.00
Review possible changes to Response to Objection to DIP
loan and work on Response to Objection
2.0 575.00 1,150.00
Conference with Ezra Cohen regarding Response to
Objection to DIP Loan
0.8 575.00 460.00
Work on Response to Objection to DIP Loan
1.5 575.00 862.50
Meeting with Ezra Cohen and Carolyn Richter regarding
Response to Objection to DIP Loan
0.4 575.00 230.00
Work on Response to Objections
2.6 575.00 1,495.00
Assist in reply to committee's objection to DIP Motion,
including drafting reply, reviewing cases, revised
DIP final order and evaluating deadlines and participating in
conferences (9.8); email regarding committee's request for
rig info (0.2)
10.0 580.00 5,800.00
Review and revise updated 2007 Pledge and Security
Agreement schedules
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 31
JAW
07/12/12
BRC
07/12/12
JWK
07/12/12
EHC
07/12/12
CPR
07/12/12
JAW
07/12/12
MEJ
07/12/12
MEJ
07/12/12
HHD
07/13/12
MAK
07/13/12
HHD
07/19/12
1.0
Listen to DIP financing hearing
1.0
350.00 350.00
250.00 250.00
Prepare for hearing on DIP loan approval, including witness
preparation and conferences with committee counsel to
attempt to resolve objections (6.0); attend hearing on DIP
loan approval and post-hearing conference with other
counsel on form of final order (2.3)
8.3 775.00 6,432.50
Messages and calls to and from Jeff Kelley about financing
issues (.5) ; review of recent responses to Committee
objection (.5); review and response to recent messages
dealing with financing (1.6); monitoring court hearing (1.0)
3.6 775.00 2,790.00
Attention to emails and responding to same regarding
preparation for DIP hearing, including resolving objections
raised by local tax authorities and updating Yucaipa's
counsel on status of objections (2.0); attend DIP hearing by
conference call (1.0)
3.0 580.00 1,740.00
Attention to email correspondence with Allied team
regarding updated 2007 Pledge and Security Agreement
schedules
0.1 350.00 35.00
Revise Response to Committee Objections to DIP Loan
0.4 575.00 230.00
Participate by telephone in hearing on objection to DIP loan
1.3 575.00 747.50
Email correspondence regarding extent of negotiation on
DIP term sheet (0.6)
0.6 600.00 360.00
Call with C. Richter regarding opinion issues
0.3 650.00 195.00
Revise and send out legal opinion (0. 7)
0.7 600.00 420.00
Review of affidavit in support of potential motion to impose
directors' charge and related insurance memorandum
(1.0); conferences thereon with Jennifer Starn and Jeff
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 32
Kelley (1.0) messages thereon (.3)
EHC
07/20/12
HHD
07/23/12
EHC
07/23/12
JWK
07/24/12
JWK
07/24/12
HHD
07/25/12
JAW
07/26/12
EHC
07/27/12
HHD
07/27/12
JAW
Total B230 Financing/Cash Collections
B250 Real Estate
07/03/12
JEB
2.3 775.00 1,782.50
Telephone conferences, email correspondence regarding
Yucaipa/Comvest transaction (0.3); locate dosing
documents and circulate (0.3)
0.6 600.00 360.00
Review of schedule notes (.6) analysis of how to proceed
with respect to Canadian proceedings and conferences and
messages thereon with Clifton Prophet, Ava Kim, Jennifer
Stam, and Jeff Kelley (1.3)
1.9 775.00 1,472.50
Telephone call with Robert Klyman and Steve Gottleib
concerning DIP loan issues
0.4 775.00 310.00
Telephone call with client concerning DIP loan issue
0.4 775.00 310.00
Conference call with Scott Macaulay, John Blount and Mark
Gendreske (0.7); review and comment on DIP waiver (1.1 );
email correspondence with Scott Macaulay and Sarah Barr
(0.4)
2.2 600.00 1,320.00
Review draft amendment to DIP Credit Agreement (0.1)
0.1 350.00
Review of environmental daims
0.5 775.00
Email correspondence with Jeff Kelley regarding
indemnification obligations under pre-petition credit
agreement (0.3); review credit agreement (0.4)
0.7 600.00
35.00
387.50
420.00
Attention to email correspondence with Latham and Allied
regarding Canadian vehide identification numbers (0.1)
0.1
130.3
350.00
0.00
35.00
84,863.50
Exchange emails with Ron Goldman regarding Brooklyn
sublease to Phoenix Marine
0.3 500.00 150.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 33
07/05/12
AMW
07/06/12
AMW
07/06/12
JEB
07/09/12
AMW
07/09/12
AMW
07/09/12
JEB
07/10/12
AMW
07/11/12
CPR
07/11/12
CPR
07/12112
JEB
07/13/12
JEB
07/16/12
JEB
Correspondence with Allied parties regarding disclosure
infonnation required for bankruptcy filings
0.3 525.00 157.50
Correspondence with Cade Daniel regarding BK real estate
deliveries
0.3 525.00 157.50
Review mortgage recordation information and exchange
emails regarding same (.3)
0.3 500.00 150.00
Review of deeds, tiUe policies and opinions
0.3 525.00 157.50
Correspondence with Cade Daniel regarding same
0.2 525.00 105.00
Review chart regarding U.S. and Canadian title searches
(.2)
0.2 500.00 100.00
Correspondence with Cade Daniel regarding deeds and
opinions for bankruptcy filing
0.3 525.00 157.50
Review email regarding phase I of Ashland property (.3)
0.3 580.00 174.00
Email regarding review of confidentiality agreement (0.2)
0.2 580.00 116.00
Exchange emails with David Alvarex and Cade Daniel
regarding status of Long Term License Agreement with
NYDOT for site in Brooklyn (.4); telephone conference with
David Fenichel regarding same (.2)
0.6 500.00 300.00
Telephone conference wfth Robert Siegal regarding
NYDOT License Agreement (.3); telephone conference with
Cade Daniel regarding Summary of Lease Covenants for
Brooklyn ground Lease (.3); briefly review Ground Lease to
confinn scope of project (.7)
1.3 500.00 650.00
Review additional Brooklyn lease documents (.4)
0.4 500.00 200.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 34
07/17/12
JEB
07/18/12
AMW
07/19/12
AMW
07/20/12
CPR
07/23/12
CPR
07/25/12
KA
07/25/12
JEB
07126/12
AMW
07/26/12
JEB
07/26/12
KA
07/27/12
Review notice letters for Brooklyn ground lease site
0.2 500.00 100.00
Correspondence with Cade Daniel regarding copies of
deeds needed for bankruptcy case
0.3 525.00 157.50
Analyze comments of buyer's counsel
0.3 525.00 157.50
Telephone call from interested bidder regarding negotiation
of terms of NDA (0.4); attention to escrow matters (0.8)
1.2 580.00 696.00
Review comments by interested bidders to NDAs and
advice to Mike Madison regarding same (1.0); review
em ails regarding committee's NDA (0.2); attention to
convent participation in sale and related documents (1.0)
2.2 580.00 1,276.00
Review and analyze Axis ground lease regarding lease
covenants; conference with John Buehner regarding same;
begin drafting summary of pertinent lease covenants
3.6 260.00 936.00
Compile lease documents for Brooklyn site (.3); office
conference with Kevin Angstenberger to discuss lease
summary issues (.3); telephone call to Ron Goldman
regarding Phoenix Marine sublease for Brooklyn site (.1)
0.7 500.00 350.00
Correspondence with Allied parties regarding purchase
agreement
0.2 525.00 105.00
Review and revise Summary of Lease covenants for
Brooklyn site (.9); revie wand annotate long term license
from NYDOT for Brooklyn site (1.8); review and annotate
proposed form of Sublease from NYDOT for Brooklyn site
(1.4)
4.1 500.00 2,050.00
Review and analyze Axis Group lease documents; draft
memorandum summarizing key tenant covenants;
conference with John Buehner regarding same
6.9 260.00 1,794.00
Finalize revisions to Summary of Lease Covenants for
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 35
JEB
07/30/12
AMW
07/30/12
JEB
07/31/12
AMW
07/31/12
AMW
07/31/12
AMW
07/31/12
JEB
Total 8250 Real Estate
8260 Board of Directors Matters
07/03/12
CLP
07/19/12
JWK
07/26/12
EHC
07/27/12
Brooklyn site and forward same to Cade Daniel (.7)
0.7 500.00 350.00
Telephone conference with Cade Daniel, local bankruptcy
counsel regarding contract revisions; correspondence with
local counsel regarding contract revisions; analyze title
issues
0.9 525.00 472.50
Revise Phoenix Marine Sublease for Brooklyn site (.7);
conference call with NYDOT representatives to discuss
terms of long tern License Agreement and Sublease for
space at Brooklyn site (1.4)
2.1 500.00 1,050.00
Correspondence with Allied parties regarding delivery
requirements
0.2
Revise purchase agreement
0.5
525.00
525.00
105.00
262.50
Correspondence with Cade Daniel regarding proposed
revisions to purchase agreement
0.3 525.00 157.50
Telephone conference with Cade Daniel to discuss new
lease for location in Clarksville, Indiana and related letter of
intent issues (.4)
0.4
29.8
500.00
0.00
200.00
12,794.50
Telephone conference and email correspondence with
Justin Wood regarding revising Pledge & Security
Agreement Schedules (.1 ); revise same (2.1)
2.2 250.00
Board call
0.5 775.00
Review of motion papers with respect to proposed
directors' charge in Canada and conferences and
messages thereon
1.5 775.00
550.00
387.50
1,162.50
Preparation for and conference with Jeff Kelley, Jennifer
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 36
EHC
07/27/12
AMF
07129112
EHC
07/30/12
EHC
Total B260 Board of Directors Matters
Summary of B200 OPERATIONS
CLAIMS AND PLAN
8320 Plan and Disclosure Statement
07/17112
EHC
Total 8320 Plan and Disclosure Statement
Summary of 8300 CLAIMS AND PLAN
BANKRUPTCY-RELATED ADVICE
8410 General Bankruptcy
07109112
MRB
07111/12
Starn, Derrick Tay, Ava Kim, Victoria LePore, Adam Harris
and Joe Latham about proposed directors charge (1.2);
analysis of how to proceed (. 7); further conferences
thereon with Derrick Tay, Scott Macaulay, John Blount, and
Jennifer Starn and Andrea Farley (2.5)
4.2 775.00 3,255.00
Correspondence and telephone conference with Ezra
Cohen regarding requirements for a Board of Directors
(0.2); research regarding same (0.8)
1.0 600.00 600.00
Review and reply to message from Jennifer Starn about D
& 0 charge
0.4 775.00 310.00
Review of issues with respect to Canadian motion forD &
0 charge and review of memoranda and analysis thereon
(.7); conference thereon with Jenny Starn and John Blount
(.7)
1.4
11.2
263.2
Review of plan issues
1.0
1.0
1.0
775.00
0.00
0.00
775.00
0.00
0.00
1,085.00
7,350.00
153,223.50
775.00
775.00
775.00
Attention to communication from 11th Circuit Court of
Appeals regarding Richard Cox adversary
Review and comment on CNO and COG for final orders on
first day motions
0.3 300.00 90.00
Communicate with Cade Daniel regarding committee
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 37
MRB
07/11112
EHC
07112112
MEJ
07112112
MEJ
07112112
MEJ
07/12/12
MRB
07/13/12
MEJ
07/13/12
MEJ
07113112
MEJ
07116112
MEJ
07/16112
MEJ
discovery requests (0.5); draft and revise appellee brief in
Richard Cox adversary (3.0)
3.5 300.00 1,050.00
Conference with John Blount, Jonathan Davis, and Michael
Johnson about pending litigation
0.7 775.00 542.50
Telephone conference with Yucaipa counsel David Spalten
regarding stay of Cobb County litigation against Riggs, et
al.
0.3 575.00 172.50
Telephone conference with Defendants' counsel in Cobb
County action regarding stay of Cobb County litigation
against Riggs, et al.
0.3 575.00
Email to John Blount regarding stay of Cobb County
litigation against Riggs, et al.
0.2 575.00
172.50
115.00
Draft and finalize amended appellee brief in Richard Cox
11th circuit appeal (1.2); communicate with Cade Daniel
regarding lease issues (0.2); legal research and drafting
regarding consent order in Riggs state court proceeding;
communicate with Michael Johnson regarding same
7.2 300.00 2,160.00
Draft and revise Consent Order regarding bankruptcy stay
in Cobb County action
0.8 575.00 460.00
Email to David Spalten regarding bankruptcy stay in Cobb
County action
0.2 575.00 115.00
Email to Defendants' counsel regarding bankruptcy stay in
Cobb County action
0.2 575.00 115.00
Emails to all counsel in Allied v. Riggs case regarding stay
order
0.2 575.00 115.00
Draft proposed response to stay order in Riggs case and
emai I to Jonathan Davis regarding same
0.7 575.00 402.50
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 38
07/17/12
MEJ
07/17/12
MEJ
07/19/12
MEJ
07/20/12
MEJ
07/20/12
MEJ
07/20/12
MEJ
07/20112
MEJ
07/20/12
AJR
07/23/12
AJR
07/23/12
MRB
07/24/12
AJR
07/25/12
AJR
07/25/12
Telephone conference with Jonathan Davis regarding
negotiation and stay order in Allied v. Riggs litigation
0.3 575.00 172.50
Email to Defendants' counsel in Allied v. Riggs regarding
stay order
0.3 575.00 172.50
Telephone conference and emails with Defendants'
counsel in Allied v. Riggs litigation regarding stay order
0.3 575.00 172.50
Draft and revise stay order in Allied v. Riggs case
0.3 575.00 172.50
Email to John Blount regarding draft stay order in Allied v.
Riggs case
0.2 575.00
Email to Defendants' counsel and Yucaipa counsel
regarding stay order in Allied v. Riggs case
0.2 575.00
115.00
115.00
Conference with Jeff Kelley regarding pending litigation
0.1 575.00 57.50
Analyze strategy for filing stay order in Allied v. Riggs
litigation
0.1 285.00 28.50
Email counsel regarding filing stay order in Allied v. Riggs
litigation; analyze strategy for same with counsel for
Yucaipa
0.2 285.00
Research regarding committee discovery requests;
communicate with Cade Daniel regarding same
1.4 300.00
Telephone calls to and emails with opposing counsel
regarding filing stay order in Allied v. Riggs litigation
0.4 285.00
57.00
420.00
114.00
Telephone conference with opposing counsel regarding
filing stay order in Allied v. Riggs litigation
0.1 285.00 28.50
Analyze strategy for responding to ADR office in Allied v.
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
File No. 002872.111292
Page 39
Riggs litigation
AJR
07/26/12
AJR
07/30/12
AJR
07/30/12
MEJ
07/30/12
MEJ
Total 8410 General Bankruptcy
0.1 285.00 28.50
Revise correspondence to ADR office in Allied v. Riggs
litigation; prepare and transmit consent order to judge
0.3 285.00
Analyze strategy for archiving data produced during
discovery in Allied v. Riggs litigation
0.1 285.00
85.50
28.50
Emails to ESI coordinator regarding archiving of data for
GM v. Allied litigation
0.2 575.00 115.00
Email to Michael Loeffler of Lexington Insurance regarding
status of insured Allied v. Riggs case and status of Allied
bankruptcy
0.3 575.00 172.50
19.5 0.00 7,565.50
Summary of 8400 BANKRUPTCY-RELATED ADVICE
19.5 0.00 7,565.50
Total Hours 495.3
Total Fees 281,220.00
IN ACCOUNT WITH
File No. 002872.111292
ATTORNEYS AT LAW
Page 40
Chapter 11
TIMEKEEPER TIME SUMMARY THROUGH 07131112
Name Hours Amount
K Angstenberger 10.5 2,730.00
S C Arnold 15.5 3,487.50
J R Banish 10.7 6,955.00
M R Brooks 50.0 15,000.00
J E Buehner 11.3 5,650.00
B R Carlsen 21.6 5,400.00
J W Cavender 31.3 18,154.00
E H Cohen 106.8 82,770.00
T B Dempsey 10.1 5,555.00
H H Dempster 5.3 3,180.00
AM Farley 7.1 4,260.00
ME Johnson 25.5 14,662.50
M A Karpen 4.1 2,665.00
J W Kelley 71.8 55,645.00
S E lewis 2.0 1,300.00
D M Madison 8.4 2,394.00
G B Manishin 4.4 3,190.00
AM Meehan 19.5 4,875.00
M J Newman 0.3 138.00
C l Priest 2.2 550.00
A J Reyes 1.9 541.50
C P Richter 64.9 37,642.00
F R Rimer 0.6 255.00
l W Stremba 0.4 318.00
AM Willis 4.1 2,152.50
J A Wood 5.0 1,750.00
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
FOR COSTS AND EXPENSES INCURRED THROUGH 07/31/12
Date Description
07/03/12 Airfare Costs- VENDOR: Richter, PC, Carolyn P.;
INVOICE#: 062512RICHTER; DATE: 6/25/2012 - 06/11-
Airfare
07/05/12 Airfare Costs- VENDOR: Kelley, Jeffrey W.; INVOICE#:
062712KELLEY; DATE: 6/27/2012 - 06/19- Board of
Director Meeting
07/05/12 Airfare Costs- VENDOR: Kelley, JeffreyW.; INVOICE#:
062512AKELLEY; DATE: 6/25/2012 - 06/19- Allied
Meeting trip expenses
07/16/12 Airfare Costs- VENDOR: Kelley, Jeffrey W.; INVOICE#:
071612KELLEY; DATE: 7/16/2012 - 07/11- Allied
Hearing Expenses
07/16/12 Airfare Costs- VENDOR: Delta Air Lines, Inc.
INVOICE#: 078102241 DATE: 6/26/2012
Travel Date:06/05/2012 Routing:NIA Passenger
Name:COHEN/EZRA.H Ck# 574336
07/16/12 Airfare Costs- VENDOR: Delta Nr Unes, Inc.
INVOICE#: 078102241 DATE: 6/26/2012
Travel Date:OB/06/2012 Routing:N/A Passenger
Name:COHEN/EZRA.H Ck# 574336
07/09/12 Certification Costs- VENDOR: National Corporate
Research, LTD.; INVOICE#: A224061 00; DATE:
6/29/2012 - DE good standing certificate for Allied
Systems Holdings, Inc.
07/19/12 Certification Costs- PAYEE: Bank of America;
REQUEST#: 385769; DATE: 7/19/2012. Certificate of
Existence- Allied Systems, Ltd
Existence- GAGS Incorporated
Existence- Axis Group, Inc.
Existence - Axis Areta, LLC
Existence - Logistic Systems, LLC
File No. 002672.111292
Page 41
Amount
907.60
411.40
454.60
653.60
38.00
38.00
88.00
10.00
10.00
10.00
10.00
10.00
10.00
!N ACCOUNT W!TH
ATTORNEYS AT LAW
Chapter 11
Date Description
Existence- Logistic Technology, LLC
07/19112 Certification Costs- PAYEE: Bank of America;
Existence - Allied Automotive Group, Inc.
07/11/12 Computer Research- "Cavender, Jeff- 06/1012012-
LEX IS"
07/11112 Computer Research- "Cavender, Jeff- 06/10/2012-
LEXIS"
07109/12 Filing Fees- PAYEE: Thelma Fox, Petty Cash;
REQUEST#: 384942; DATE: 7/9/2012. Involuntary
Bankruptcy Petition- Gogo Internet
07/17112 Filing Fees- PAYEE: Delaware Secretary of State;
REQUEST#: 385730; DATE: 7/17/2012. 6/11/12 filing fee
07/17/12 Filing Fees- PAYEE: Delaware Secretary of State;
07103112 Hotel- VENDOR: Richter, PC, Carolyn P.; INVOICE#:
062512R1CHTER; DATE: 6/25/2012 - 06/11- Hearing
trip expenses
07/16112 Hotel- VENDOR: Kelley, JeffreyW.; INVOICE#:
Hearing Expenses
07116112 Meals and Entertainment -VENDOR: Kelley, Jeffrey W .;
INVOICE#: 071612KELLEY; DATE: 7/1612012 - 07112-
Breakfast
07/05/12 Outside Courier Services - VENDOR: Georgia
Messenger Service, Inc. INVOICE#: 269372 DATE:
6/22/2012
Date: 06/1812012; Job Code: BROOKS; To: US CT OF
APPEALS
07106112 Personal Car Mileage- VENDOR: Sherman , Chelsea;
INVOICE#: 070612ASHERMAN; DATE: 71612012 -
06/22- Travel to & from Howard County District Ct to File
Motion
07/31112 Professional Services- PAYEE: Thelma Fox, Petty
Cash; REQUEST#: 387216; DATE: 8/1/2012. GOGO
Internet
07/05/12 Taxi/TrainiParking- VENDOR: Kelley, Jeffrey W.;
INVOICE#: 062512AKELLEY; DATE: 612512012 - 06/19-
Allied Meeting trip expenses
07109112 Taxi/Train/Parking- PAYEE: Thelma Fox, Petty Cash;
File No. 002872.111292
Page 42
Amount
10.00
25.16
5.20
9.95
20.00
20.00
328.90
438.90
72.00
35.90
37.96
6.95
166.20
6.95
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
Date Description
REQUEST#: 384942; DATE: 7/9/2012. Allied
07/16/12 Taxi/Train/Parking- VENDOR: Kelley, Jeffrey W.;
INVOICE#: 071612KELLEY; DATE: 7/16/2012 - 07/11-
AIIied Hearing Expenses
07/03/12 Travel Expenses-VENDOR: Richter, PC, Carolyn P.;
INVOICE#: 062512RICHTER; DATE: 6125/2012 - 06111-
Hearing trip expenses
07/06/12 Travel Expenses- VENDOR: Sherman , Chelsea;
INVOICE#: 070612ASHERMAN; DATE: 71612012 -
06/22- Copy fee
07/16/12 Travel Expenses- VENDOR: Kelley, Jeffrey W.;
INVOICE#: 071612KELLEY; DATE: 711612012 - 07111-
File No. 002872.111292
Page 43
Amount
133.00
76.00
5.50
69.95
Total: 4,119.72
Total Fees & Costs: $285,339.72
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
TIME SUMMARY BY PHASE AND TASK THROUGH 07/31/12
8100 ADMINISTRATION
8110 Case Administration
8120 Asset Analysis and Recovery
8130 Asset Disposition
8150 Meetings of and Communications with Creditors
8160 Fee/Employment Applications
8170 Fee/Employment Objections
8185 Assumption/Rejection of Leases and Contracts
8190 Other Contested Matters
Total B100
8200 OPERATIONS
8210 Business Operations
8220 Employee Benefits/Pensions
8230 Financing/Cash Collections
8250 Real Estate
8260 Board of Directors Matters
Total 8200
8300 CLAIMS AND PLAN
8320 Plan and Disclosure Statement
Total 8300
8400 BANKRUPTCY-RELATED ADVICE
8410 General Bankruptcy
Total 8400
File No. 002872.111292
Page 44
Hours Amount
93.2 52,761.50
1.0 580.00
39.7 25,787.00
48.3 22,584.00
5.7 4,086.00
16.3 11,422.50
6.8 1,970.00
0.6 465.00
211.6 119,656.00
33.5 20,907.00
58.4 27,308.50
130.3 84,863.50
29.8 12,794.50
11.2 7,350.00
263.2 153,223.50
1.0 775.00
1.0 775.00
19.5 7,565.50
19.5 7,565.50
Payment Remittance Address
Troutman Sanders LLP
P .0. Box 933652
Attn: John F. Blount
2302 Parklake Dr NE
Ste 600
ATTOFtNEI'S AT LAW
A LIMITED LIAEIILITY PARTNERSHIP
FEDERAL 10 No. 580946&15
Office Location:
600 Peachtree Street, NE
Suite 5200
Atlanta, GA
Billing Inquiries:
404-885-2508
Electronic Payments
Wells Fargo Bank, N.A .. Atlanta, Georgia
ACH/ABA #{)61000227
WIRE/ABA 11121000248
To Troutman Sanders LLP
Account #2052700305792
Reference Attorney: s E Lewis
Reference Client: 002872
From International locations add Swift
Address/Code: WFBI US 6S
'
Invoice 1?
Submitted by;
08/09/12
S E Lewis
404-885-3448
1440870
002872
Direct Dial :. .
Invoice \:;.,
FilaNo. "., ,,
'"" . "' ' . "
TOtal Am<luntofT,IUs Invoice
'
'
$285,339,72
Summary of Additional Outstanding lrwoices by Clienhs of 08/09/12
Date Invoice No. Amount Credits Balance
07/31/12 1440205 $0.00 $347,311.43
0.00 $347,311.43
TO ENSURE PROPER CREDIT, PLEASE RETURN THIS PAGE WITH PAYMENT. THANK YOU!

RLF1 6726099v.1
EXHIBIT B
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
Date Description
Existence- Logistic Technology, LLC
Existence- Allied Automotive Group, Inc.
07/11/12 Computer Research- Jeff- 06/10/2012-
LEXIS"
07/11/12 Computer Research- "Cavender, Jeff- 06/10/2012-
LEXIS"
07/09/12 Filing Fees- PAYEE: Thelma Fox, Petty Cash;
REQUEST#: 384942; DATE: 7/9/2012. Involuntary
Bankruptcy Petition- Gogo Internet
07/17112 Filing Fees- PAYEE: Delaware Secretary of State;
07/17/12 Filing Fees- PAYEE: Delaware Secretary of State;
07/03/12 Hotel- VENDOR: Richter, PC, Carolyn P.; INVOICE#:
062512RICHTER; DATE: 6/25/2012 - 06/11- Hearing
trip expenses
07/16/12 Hotel- VENDOR: Kelley, JeffreyW.; INVOICE#:
Hearing Expenses
07/16/12 Meals and Entertainment- VENDOR: Kelley, Jeffrey W.;
Breakfast
07/05/12 Outside Courier Services -VENDOR: Georgia
Messenger Service, Inc. INVOICE#: 269372 DATE:
6/22/2012
Date: 06/18/2012; Job Code: BROOKS; To: US CT OF
APPEALS
07106/12 Personal Car Mileage- VENDOR: Shennan, Chelsea;
INVOICE#: 070612ASHERMAN; DATE: 7/6/2012 -
06/22- Travel to & from Howard County District Ct. to File
Motion
07/31/12 Professional Services- PAYEE: Thelma Fox, Petty
Cash; REQUEST#: 387216; DATE: 811/2012. GOGO
Internet
INVOICE#: 062512AKELLEY; DATE: 6/25/2012 - 06/19-
AIIied Meeting trip expenses
07/09/12 TaxuTrain/Parl<ing- PAYEE: Thelma Fox, Petty Cash;
File No. 002872.111292
Amount
10.00
25.16
5.20
9.95
20.00
20.00
328.90
438.90
72.00
35.90
37.96
6.95
166.20
6.95
IN ACCOUNT WITH
ATTORNEYS AT LAW
Chapter 11
Date Description
REQUEST#: 384942; DATE: 7/9/2012. Allied
07/03/12 Travel Expenses- VENDOR: Richter, PC, Carolyn P.;
INVOICE#: 062512RICHTER; DATE: 6/25/2012 - 06/11-
Hearing trip expenses
07/06/12 Travel Expenses- VENDOR: Sherman , Chelsea;
INVOICE#: 070612ASHERMAN; DATE: 7/6/2012 -
06/22- Copy fee
07/16/12 Travel Expenses- VENDOR: Kelley, Jeffrey W.;
INVOICE#: 071612KELLEY; DATE: 7/1612012 - 07/11-
File No. 002872.111292
Amount
133.00
76.00
5.50
69.95
Total: 4,119.72
Total Fees & Costs: $285,339.72

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