10000000487

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.
,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

Objection Deadline: October 18, 2012 @4:00 p.m. (EDT)
THIRD 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 AUGUST 1, 2012 THROUGH AUGUST 31, 2012
Name of Application
Troutman Sanders, LLP
Authorized to Provide Professional Services to: the above-captioned debtors and debtors-inpossession Date of Retention: Period for which compensation and reimbursement are sought: Amount of Compensation sought as actual, reasonable, and necessary: Amount of Expense Reimbursement sought as actual, reasonable, and necessary: This is a(n): X monthly ___ interim July 23, 2012, nunc pro tunc to June 10, 2012 August 1, 2012 through August 31, 2012 $339,740.00 (80% = $271,792.00) $1,588.67
final application
The Debtors in these cases, along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (382918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (592876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
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Prior Applications Filed: Date Filed 08/04/2012 08/27/2012 Period Covered June 10, 2012 through June 30, 2012 July 1 2012 through July 31, 2012 Fees $338,099.90 $281,220.00 Expenses $9,212.43 $4,119.72
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COMPENSATION BY PROFESSIONAL AUGUST 1 2012 THROUGH AUGUST 31, 2012 Name of Professional Individual Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as Associate in 1969, Partner in 1975, Sr. Counsel in 2009. Member of GA Bar since 1969. Joined firm as Associate in 2008. Member of GA since 2008. Joined firm as Associate in 1995 and Partner in 2002. Member of GA Bar since 1995. Joined firm as Associate in 1996 and Partner in 2001. Member of GA Bar since 1987. Joined firm as Partner in 2004. Member of GA Bar since 1975. Joined firm as Partner in 2011. Member of GA Bar since 1993. Joined firm as Associate in 1998 and Partner in 2002. Member of GA Bar since 1993. Joined firm as Associate in 2011. Member of GA Bar since 2009. -320137834v2
Hourly Billing Rate (including changes) $775.00
Total Hours Billed
Total Compensation
Cohen, Ezra H.
126.5
$98,037.50
Brooks, Matthew R.
$300.00
162.7
$48,810.00
Johnson, Michael E.
$575.00
78.2
$44,965.00
Richter, Carolyn P.
$580.00
66.2
$38,396.00
Kelley, Jeffrey W.
$775.00
31.7
$24,567.50
Cavender, Jeffery W.
$580.00
39.2
$22,736.00
Buehner, John E.
$500.00
23.3
$11,650.00
Carlsen, Benjamin R.
$250.00
45.0
$11,250.00
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Name of Professional Individual
Willis, A. Michelle
Glenn B. Manishin
Dempster, Hazen H.
D. Matt Madison
Tyler B. Dempsey
John E. Holloway
Schutz, James W.
Banish, Jeffery R.
Rimer, F. Richard
Feuer, Bonnie K.
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as Associate in 1990 and Partner in 1997. Member of GA Bar since 1989. Joined firm as Partner in 2012. Member of the DC Bar since 1985. Joined firm as Partner in 1991. Member of GA Bar since 1983. Joined firm as Associate in 2010. Member of GA Bar since 2010. Joined firm as Partner in 2008. Member of GA Bar since 1999. Joined firm as Partner in 2009. Member of VA Bar since 1987; Member of NC Bar since 1998. Joined firm as Associate in 2000 and Partner in 2008. Member of GA Bar since 2000. Joined firm as Partner in 2007. Member of GA Bar since 1985. Joined firm as Associate in 2008. Member of GA Bar since 2004. Joined firm as Secretary in 2004 -4-
Total Hours Billed
Total Compensation
11.7
$6,142.50
$725.00
8.0
$5,800.00
$600.00
6.7
$4,020.00
$285.00
11.9
$3,391.50
$775.00
6.1
$3,355.00
$470.00
6.4
$3,008.00
$550.00
5.1
$2,805.00
$650.00
3.9
$2,535.00
$425.00
5.3
$2,252.50
$85.00
19.5
$1,657.50
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Anderson, Jay Rosamond, Jr.
Stuart, Ann H.
Lewis, Stephen E.
Arnold, Susan C. Roach, Stephen Smith
Calvert, James R.
Farley, Andrea M.
Reyes, Alexandria J.
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as Associate in 2011. Member of GA Bar since 2012 Joined firm as Of Counsel in 2004. Member of NC Bar since 1978. Joined firm as Associate in 1991, Partner in 1999 and Managing Partner in 2011. Member of GA Bar since 1991. Joined firm as Paralegal in 1987. Joined firm as Associate in 2008. Member of GA Bar since 2008. Joined firm as eDiscovery Coordinator in 2010 and Senior Discovery Attorney and Project Manager in 2012. Member of CA Bar since 2005 Joined firm as Associate in 1997 and Partner in 2004. Member of GA Bar since 1997. Joined firm as Associate in 2010. Member of GA Bar since 2009 -5-
Total Hours Billed
Total Compensation
5.2
$1,300.00
$435.00
1.5
$652.50
$650.00
1.0
$650.00
$225.00 $300.00
2.0 1.3
450.00 $390.00
$180.00
1.7
$306.00
$600.00
0.5
$300.00
$285.00
0.4
$114.00
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Wood, Justin A.
Townsend, Teri
Allen, Robin D.
TOTAL
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as Associate in 2007. Member of GA Bar since 2006. Joined firm as Research Librarian in 2006. Joined firm in 2000 and Paralegal in 2001.
Total Hours Billed
Total Compensation
0.2
$70.00
$175.00
0.4
$70.00
$195.00
0.3
671.90
$58.50 $339,740.00 $339,740.00 $337,504.00 671.90 $ 505.64
Grand Total Attorney Compensation: Total Attorney Hours: Blended Rate:
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COMPENSATION BY PROJECT CATEGORY JULY 1, 2012 THROUGH JULY 31, 2012 Project Category Case Administration (B110) Asset Analysis and Recovery (B120) Asset Disposition (B130) Relief From Stay-Adequate Protection Proceedings (B140) Meetings of and Communications with Creditors (B150) Fee/Employment Applications (B160) Fee/Employment Objections (B170) Assumption/Rejection of Leases and Contracts (B185) Other Contested Matters (B190) Business Operations (B210) Employee Benefits/Pensions (B220) Financing/Cash Collections (B230) Real Estate (B250) Board of Directors Matters (B260) Plan and Disclosure Statement (B320) General Bankruptcy (B410) TOTAL Total Hours 38.5 0.7 25.4 5.5 237.2 23.9 91.0 20.6 0.9 41.6 46.3 8.2 65.4 32.6 16.5 17.6 671.9 Total Fees $20,043.50 $444.50 $15,854.50 $3,365.50 $95,138.50 $9,824.50 $59,527.50 $7,527.50 $344.00 $17,583.50 $29,312.50 $5,622.50 $35,423.00 $24,507.50 $9,253.50 $5,967.50 $339,740.00
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EXPENSE SUMMARY JULY 1, 2012 THROUGH JULY 31, 2012 Expense Category Outside Reproduction Legal Research Filing/Court Fees Court Reporting Travel Expenses Inside Courier & Expense Carriers Outside Courier & Expense Carriers Postage Binding Business Meals Document Retrieval Record Retrieval Room Rental Professional Services Overtime TOTAL Witness Fees [Cancellation of] Please see the attached chart Pacer Georgia Messenger Service Please see the attached chart UCC Service Provider (if applicable) Total Expenses $0.00 $78.30 $0.00 $0.00 $1,094.85 $0.00 $187.52 $0.00 $0.00 $76.00 $177.00 $0.00 $0.00 [-$25.00] $0.00 $1,588.67
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BUSINESS MEAL DETAIL Date Posted 08/07/2012 08/07/2012 TOTAL Provider Third Party Third Party Meal & # of people Breakfast/1 Lunch/2 Description Breakfast for Ezra Cohen Lunch for Ezra Cohen and Scott Macaulay Amount $35.00 $41.00 $76.00
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TRAVEL EXPENSE DETAIL Date of Expense 07/25/2012 07/18/2012 07/18/2012 07/26/2012 07/25/2012 07/18/2012 07/25/2012 07/26/2012 07/25/2012 TOTAL Date Posted 08/07/2012 08/07/2012 08/08/2012 08/31/2012 08/07/2012 08/07/2012 08/08/2012 08/07/2012 08/07/2012 08/07/2012 Professional Ezra Cohen Ezra Cohen Ezra Cohen Jeff Kelley Ezra Cohen Ezra Cohen Ezra Cohen Ezra Cohen Ezra Cohen Ezra Cohen Categories for Expense Airfare via Delta to and from Philadelphia for hearing Hotel for Ezra Cohen Travel Agent Fee Misc. travel, Internet Taxi from DuPont Hotel to Philadelphia Airport Taxi from Philadelphia Airport to DuPont Hotel Travel Agent Fee Delta Special Service Ticket Parking @ Atlanta Airport Misc. travel tips Amount
$444.60 $328.90 $38.00 $4.95 $80.00 $66.40 $38.00 $50.00 $28.00 $16.00 $1,094.85
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Objection Deadline: October 18, 2012 @ 4:00 p.m. (EDT)
THIRD 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 AUGUST 1, 2012 THROUGH AUGUST 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 Third 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 August 1, 2012 through August 31, 2012 (the Application). By this Application, Troutman seeks a monthly allowance pursuant to the Administrative Order with respect to the sums of $339,740.00 (80% of which equals $271,792.00) as compensation and $1,588.67 for
1
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reimbursement of actual and necessary expenses for a total of $341,328.67 for the period August 1, 2012 through and including August 31, 2012 (the Compensation Period). support of this Application, Troutman respectfully represents as follows: Background 1. On May 17, 2012 (the Involuntary Petition Date), involuntary In
petitions were filed against Allied Systems Holdings, Inc. (Allied Holdings) and its subsidiary Allied Systems, Ltd. (L.P.) (Allied Systems) under chapter 11 of the Bankruptcy Code in this Court. On June 10, 2012 (the Voluntary Petition Date, and together with the Involuntary Petition Date, the Petition Date, as applicable to the particular Debtor), the remaining Debtors filed voluntary petitions in this Court and, in connection therewith, Allied Holdings and Allied Systems consented to the involuntary petitions filed against them. Additional information
regarding the Debtors business and the background relating to events leading up to the abovecaptioned chapter 11 cases can be found in the Declaration of Scott D. Macaulay in Support of First-Day Pleadings [Docket No. 80] which was filed on the Voluntary Petition Date. 2. Troutman was retained effective as of the Voluntary Petition Date by this
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 -220137834v2
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covered by this Application, Troutman has received no payment and no promises for payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Troutman and any other person other than the partners of Troutman for the sharing of compensation to be received for services rendered in these cases. Fee Statements 5. The fee statement for the Compensation Period is attached hereto as
Exhibit A. This statement contains daily time logs describing the time spent by each attorney and paraprofessional for this period. To the best of 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
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in the ABAs Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other charges. Summary of Services Rendered 8. The partners, counsels, and associates of Troutman who have rendered
professional services in these cases are as follows: Ezra Cohen, Matthew Brooks, Michael Johnson, Carolyn Richter, Jeffrey Kelley, Jeffery Cavender, John Buehner, Ben Carlsen, Michelle Willis, Glenn Manishin, Hazen Dempster, Matt Madison, Tyler Dempsey, John Holloway, James Schutz, Jeffery Banish, Richard Rimer, Jay Anderson, Ann Stuart, Stephen Lewis, Stephen Roach, James Calvert, Andrea Farley, Alexandria Reyes, and Justin Wood. The paraprofessionals of Troutman who have provided service to these attorneys in these cases are Bonnie Feuer, Susan Arnold, Teri Townsend, and Robin Allen. 9. Troutman, by and through the above-named persons, has prepared and/or
assisted in the preparation of various motions, responses, applications and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various matters in connection with these cases, and has performed all necessary professional services which are described and narrated in detail hereinafter. Summary of Services By Project 10. The services rendered by Troutman during the Compensation Period can
be grouped into the categories set forth below. These categories are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. The attorneys and paraprofessionals who rendered services relating to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in Exhibit A attached hereto.
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A.
Case Administration (B110) Fees: $20,043.50 Total Hours: 38.5
This category includes all matters related to preparing and filing documents with the Court; maintenance of calendars, communications with the U.S. Trustee and various partiesin-interest, review of work in process reports, review of notices of appearance; attending meetings and court hearings; and maintaining service lists. B. Asset Analysis and Recovery (B120) Fees: $444.50 Total Hours: 0.7
This category includes all matters relating to acquisitions and analysis of postpetition uses of property of the estate. C. Asset Disposition (B130) Fees: $15,854.50 Total Hours: 25.4
This category includes matters related to the disposition of property of the estate. D. Relief from Stay-Adequate Protection Proceedings (B140) Fees: $3,365.50 Total Hours: 5.5
This category includes all matters related to and including all motions to modify the automatic stay, issues related to the effect of the automatic stay or pending matters, and all other types of actions where adequate protection is the central issue. E. Meetings of and Communications with Creditors (B150) Fees: $95,138.50 Total Hours: 237.2
This category includes all matters related to responding to creditors inquiries and inquires from the official committee of unsecured creditors.
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F.
Fee/Employment Applications (B160) Fees: $9,824.50 Total Hours: 23.9
This category includes all matters related to preparing an application to retain Troutman as co-counsel to the Debtors as well as time spent reviewing applications for retention by other professionals and assisting other professionals with preparing and filing retention applications. G. Fee/Employment Objections (B170) Fees: $59,527.50 Total Hours: 91.0
This category includes time spent responding to objections filed by various parties to employment applications, including the application filed by Rothschild, Inc. H. Assumption/Rejection of Leases and Contracts (B185) Fees: $7,527.50 Total Hours: 20.6
This category includes all matters related to contract and lease analysis and matters related to potential assumption, assignment or rejection of executory contracts and unexpired leases. I. Other Contested Matters (B190) Fees: $344.00 Total Hours: 0.9
This category includes matters related to adversary proceedings and contested hearings.
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J.
Business Operations (B210) Fees: $17,583.50 Total Hours: 41.6
This category includes all matters relating to transactional, corporate governance and related matters involving the Debtors business operations that are not part of a plan of reorganization or disclosure statement. K. Employee Benefits/Pensions (B220) Fees: $29,312.50 Total Hours: 46.3
This category includes all matters related to employee wages, benefits, collective bargaining issues, other employee relations matters, ERISA, and retirement benefits. L. Financing/Cash Collections (B230) Fees: $5,622.50 Total Hours: 8.2
This category includes all matters relating to negotiation and documentation of debtor-in-possession financing and post-confirmation financing, all cash collateral issues and related pleadings. M Real Estate (B250) Fees: $35,423.00 Total Hours: 65.4
This category includes all matters relating to commercial real estate owned by the Debtors N Board of Directors Matters (B260) Fees: $24,507.50 Total Hours: 32.6
This category includes communications and meetings with the Debtors board of directors.
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O.
Plan and Disclosure Statement (B320) Fees: $9,253.50 Total Hours: 16.5
This category includes time spent researching and developing a disclosure statement. P. General Bankruptcy (B410) Fees: $5,967.50 Total Hours: 17.6
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
671.90 hours in connection with this matter during the Compensation Period, as follows: ATTORNEYS Cohen, Ezra H. Brooks, Matthew R. Johnson, Michael E. Richter, Carolyn P. Kelley, Jeffrey W. Cavender, Jeffery W. Buehner, John E. Carlsen, Benjamin R. Willis, A. Michelle Manishin, Glenn B. Dempster, Hazen H. Madison, D. Matt Dempsey, Tyler B. Holloway, John E. Schutz, James W. Banish, Jeffery R. Rimer, F. Richard Anderson, Jay Rosamond, Jr. HOURLY RATE $775.00 $300.00 $575.00 $580.00 $775.00 $580.00 $500.00 $250.00 $525.00 $725.00 $600.00 $285.00 $775.00 $470.00 $550.00 $650.00 $425.00 $250.00 -820137834v2
HOURS 126.5 162.7 78.2 66.2 31.7 39.2 23.3 45.0 11.7 8.0 6.7 11.9 6.1 6.4 5.1 3.9 5.3 5.2
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Stuart, Ann H. Lewis, Stephen E. Roach, Stephen S. Calvert, James R. Farley, Andrea M. Reyes, Alexandria J. Wood, Justin A. PARAPROFESSIONALS Feuer, Bonnie K. Arnold, Susan C. Townsend, Teri Allen, Robin D.
$435.00 $650.00 $300.00 $180.00 $600.00 $285.00 $350.00 HOURLY RATE $85.00 $225.00 $175.00 $195.00
1.5 1.0 1.3 1.7 0.5 0.4 0.2 HOURS 19.5 2.0 0.4 0.3
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 $339,740.00. 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 August 1, 2012 through August 31, 2012, an allowance be made to Troutman pursuant to the terms of the Administrative Order, with respect to the sum of $339,740.00 as compensation for necessary professional services rendered (80% of which equals $271,792.00), -920137834v2
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and the sum of $1,528.67 as 100% reimbursement of actual necessary costs and expenses, for a total of $341,328.67 and that such sums be authorized for payment and for such other and further relief as this Court may deem just and proper. Dated: September 28, 2012 Respectfully submitted,
E'r~ 1:J ~
Ezra H. Cohen (GA Bar No. 173800) Jeffrey W. Kelley (GA Bar No. 412296) TROUTMANSANDERSLLP 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
STATEOFGEORGIA COUNTY OF FULTON
) : ss.: )
Ezra H. Cohen, after being duly sworn according to law, deposes and says: a) I am Senior Counsel with the applicant firm, Troutman Sanders, LLP, and
have been admitted pro hac vice to appear before this Court. b) lawyers in the firm. c) I have reviewed the foregoing Application and the facts set forth therein I am familiar with the work performed on behalf of the Debtors by the
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
My Commission Expires: _ _ _ _ _ __
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Objection Deadline: October 18, 2012 at 4:00 p.m. (EDT)
NOTICE OF THIRD MONTHLY FEE APPLICATION OF TROUTMAN SANDERS, LLP PLEASE TAKE NOTICE that Troutman Sanders, LLP (the "Applicant") has today filed the attached Third 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 August 1, 2012 through August 31, 2012 (the Application) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, 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 (the Interim Compensation Order), entered July 10, 2012 [Docket No. 215], and must be filed
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with the Clerk of the Bankruptcy Court, 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-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (iii) the Office of the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (iv) co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William D. Sullivan); (collectively, the Notice Parties) so as to be received no later than October 18, 2012 at 4:00 p.m. (the Objection Deadline). PLEASE TAKE FURTHER NOTICE that if no objections are received by the Notice Parties prior to the Objection Deadline, in accordance with the Interim Compensation Order, the Applicant may be paid certain fees and expenses pursuant to the terms of the Interim Compensation Order, without further notice or hearing. If an objection is properly filed and served and such objection is not otherwise resolved, or the Bankruptcy Court determines that a hearing should be held in respect of the Application, a hearing will be held at a time convenient to the Bankruptcy Court. Only those objections made in writing and timely filed, served and
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received in accordance with the Interim Compensation Order will be considered by the Bankruptcy Court at the hearing. Dated: September 28, 2012 Wilmington, Delaware /s/ Marisa A. Terranova ______________ Mark D. Collins (No. 2981) Christopher M. Samis (No. 4909) Marisa A. Terranova (No. 5396) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com E-mail: terranova@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) TROUTMAN SANDERS LLP Bank of America Plaza 600 Peachtree Street, Suite 5200 Atlanta, Georgia 30308-2216 Telephone: (404) 885-3000 Facsimile: (404) 885-3900 E-Mail: jeffrey.kelley@troutmansanders.com E-Mail: ezra.cohen@troutmansanders.com Counsel for Debtors and Debtors-in-Possession
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EXHIBIT A
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TROUTMAN SANDERS LLP

Payment Remittance Address
ATTORNEYS A
L IMITED AT
LAW
Office Address
Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652
LIABILIT Y PARTNERSH IP
FEDERAL ID NO . 58-0 946 91 5
600 Peachtree Street, NE Suite 5200 Atlanta, GA 30308-2216
BIL L IN G IN Q U IR I ES: 404-885-2508
Allied Systems Holdings, Inc. Attn: John F. Blount 2302 Parklake Dr NE Ste 600 Atlanta, GA 30345-2918
Invoice Date Submitted by Direct Dial Invoice No. File No.
09/28/12 J W Kelley 404-885-3383 1449272 002872.111292
RE:
Chapter 11 $339,740.00 $2,033.27 - $444.60 Total Amount of This Invoice $341,328.67
Fees for Professional Services Rendered Through 08/31/12 Costs and Expenses Through 09/28/12 Less On Account Balance Applied
Accounts Receivable as of 09/28/12
$123,863.80
IN ACCOUNT WITH

A T T O R N E Y S A T L AW
Invoice Date 09/28/12 Invoice Number 1449272 File No. 002872.111292 Page 2
Allied Systems Holdings, Inc. Chapter 11
FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 ADMINISTRATION B110 Case Administration 08/01/12 Telephone conference with John Blount regarding various matters (0.4); brief conference with Mitch Portnoy and Glenn Manishin regarding transaction issues (0.2) SEL 08/01/12 JWC 08/01/12 0.6 650.00 390.00
Review of documents in connection with upcoming UCC call 0.4 580.00 232.00
Review of current status of things to be done and organization of effort (.1.0); response to client questions (.4) EHC 1.4 775.00 1,085.00
08/02/12
Draft notice of stay (1.4); correspond with Cade Daniel regarding corporate form and AX International (0.2); review merger document (0.4); prepare exhibits to notice of stay (0.2) BRC 2.3 250.00 575.00
08/03/12 EHC 08/04/12 JWC 08/06/12 JWC 08/07/12
Preparation of messages with respect to information to be provided to U.S. Trustee 0.3 775.00 232.50
Review of numerous emails from Jeff Kelley regarding open issues 0.2 580.00 116.00
Review of summary of deadlines in the Chapter 11 cases 0.2 580.00 116.00
Review of issues with respect to creditors' committee document production (.6); review of all current issues and upcoming issues (.6) EHC 1.2 Communicate (with client) 775.00 930.00
08/07/12 A106 MEJ 08/07/12 A105 MEJ
Telephone conference with Scott Macauley regarding payment of legal fees 0.3 575.00 172.50
Communicate (in firm)
Conference with Ezra Cohen and Jeff Kelley regarding issues relating to payment of legal fees 0.5 575.00 287.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/07/12 Call with John Blount concerning open issues (.6); conference with Ezra Cohen concerning directors charge issue (.5) JWK 08/08/12 1.1 775.00 852.50
Review correspondence from Adam Harris concerning SOFAs (.1); various emails concerning same (.2); various telephone calls concerning same (.3) JWK 0.6 775.00 465.00
08/08/12
Conference with Lorraine Chilvers about trustee fees (.3); review of dates with respect to extension of time for assuming leases and filing plan and arranging for preparation of motions (.2); review of letter from attorney for petitioning creditors with respect to schedules and analysis of how to proceed (.3) EHC 0.9 775.00 697.50
08/09/12
Confer with Jonathan Davis regarding pre-petition claims for ordinary course professionals; research same; draft correspondence regarding same BRC 1.1 250.00 275.00
08/09/12
Conferences with Jeff Kelley regarding various issues, including response to adequate assurance request from utility provider and response to request relative to amendment to schedules and review of email in connection with same JWC 0.3 580.00 174.00
08/09/12 JWK 08/09/12 JWK 08/09/12
Various emails concerning SOFA inquiry 0.3 775.00 232.50
Telephone call with client concerning SOFA inquiry 0.7 775.00 542.50
Conference with Ezra Cohen concerning SOFA inquiry (.3); telephone call with Robert Klyman concerning same (.2); review and revise letter concerning SOFA inquiry JWK 1.1 775.00 852.50
08/09/12 JWK 08/13/12 JWC
Various emails concerning Fidelity bank issues (.4); status reports on potential transactions (.9) 1.3 775.00 1,007.50
Review of issues relative to employee issues and email correspondence with John Blount regarding same 0.5 580.00 290.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/13/12 Review of utilities response letter prepared by Ben Carlsen, edit and revise same and email correspondence regarding same JWC 08/13/12 0.4 580.00 232.00
Attention to ordinary course professional conflicts list and affidavit (1.0); telephone call with Chris Samis regarding update on the status of open matter and plan strategy (0.9); review disclosure statement for prior 2005 Allied case (3.5) CPR 5.4 580.00 3,132.00
08/13/12 JES 08/14/12 JES 08/14/12 BRC 08/15/12 JWC 08/15/12 SEL 08/16/12
Telephone conference with Cade Daniel regarding Xata trial and review agreement regarding same 0.7 550.00 385.00
Telephone conference with Cade Daniel and Mark Kruger regarding Berth Application and website issues 0.8 550.00 440.00
Review and edit letter to National Fuel 1.6 250.00 400.00
Telephone conference with John Blount regarding employee issues 0.3 580.00 174.00
Email correspondence regarding audited statements (0.2) 0.2 650.00 130.00
Confer with Cade Daniel regarding OCP Matrix; review correspondence from Cade regarding same; draft OCP Matrix BRC 1.3 250.00 325.00
08/17/12 EHC 08/17/12 CPR 08/20/12 BRC 08/20/12 JES
Review of disputed issues with respect to non-disclosure agreements and messages thereon with respect to PBGC 0.5 775.00 387.50
Negotiate NDA with Equity Group and revisions to same (2.0) 2.0 Draft and review OCP Matrix 1.7 250.00 425.00 580.00 1,160.00
Conference with Jay Anderson regarding website review 0.3 550.00 165.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/21/12 Review and revise privacy policy and click through agreement language (4); conference with Jay Anderson regarding same (2) JES 08/21/12 BRC 08/22/12 BRC 08/23/12 BRC 08/24/12 BRC 08/27/12 BRC 08/27/12 Update OCP Matrix 0.2 250.00 50.00 0.6 550.00 330.00
Confer with Ezra Cohen regarding payments made to interested parties; draft matrix of same 1.1 250.00 275.00
Confer with Ezra Cohen regarding payments made to interested parties; edit report of same 0.8 250.00 200.00
Confer with Ezra Cohen regarding payments made to interested parties; edit report of same 0.3 250.00 75.00
Update OCP Matrix; correspond with Cade daniels regarding same 0.4 250.00 100.00
Review of issues and messages with respect to extension of time for assuming real estate leases, filing plans and removing actions EHC 0.8 Research 775.00 620.00
08/27/12 A102
Verify the accuracy and currency of all legal references contained in the Motion of the Debtors and Debtors in Possession for Entry of an Order Extending the Time to Assume or Reject Unexpired Leases of Nonresidential Real Property Pursuant to Section 365(d)(4) of the Bankruptcy Code for Carolyn Richter; provide Carolyn Richter with all court opinions referenced in Debtors' Motion 0.4 175.00 70.00
TT 08/28/12 BRC 08/30/12
Draft motion to extend exclusivity (1.6); correspond with Ezra Cohen regarding same (0.1) 1.7 250.00 425.00
Conference with Michael Johnson regarding various issues, including results of Rothschild hearing and document production to Creditors Committee JWC 0.2 580.00 116.00
08/30/12
Review of email from Michael Johnson
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JWC 08/30/12 EHC 08/30/12 CPR 08/31/12 BRC 08/31/12 JWC Total B110 Case Administration B120 Asset Analysis and Recovery 08/06/12 JWK 08/09/12 JWK 08/10/12 DMM Total B120 Asset Analysis and Recovery B130 Asset Disposition 07/25/12 GBM 07/25/12 GBM 07/25/12 GBM 07/25/12 GBM 07/25/12 Analysis of CIM 0.6 725.00 435.00 Conference with Hazen Dempster concerning intercreditor issues 0.3 775.00 232.50 0.2 580.00 116.00
Review of open issues and next steps 0.5 775.00 387.50
Conference with Jeff Kelley and Ezra Cohen regarding update on case (0.4) 0.4 580.00 232.00
Update OCP Matrix; correspond with Cade Daniel regarding same 0.2 250.00 50.00
Conferences with Ben Carlsen regarding utility demand for deposit 0.2 38.5 580.00 0.00 116.00 20,043.50
Conference with Jess Austin concerning transaction issues 0.2 775.00 155.00
Review executed nondisclosure agreement to verify conformity (0.2) 0.2 0.7 285.00 0.00 57.00 444.50
Research trade press regarding issues for potential transaction 0.4 Review involuntary petition 0.2 725.00 145.00 725.00 290.00
Prepare memo for J. Blount regarding potential transaction 2.0 725.00 1,450.00
Review CIM and email from S. Lewis
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 GBM 07/25/12 GBM 07/26/12 GBM 07/26/12 GBM 07/26/12 GBM 07/31/12 GBM 08/01/12 GBM 08/02/12 SEL 08/02/12 GBM 08/02/12 GBM 08/03/12 DMM 08/03/12 AMF 08/03/12 0.2 725.00 145.00
Calls for J. Blount regarding potential transaction 0.2 Follow-up voicemail for J. Blount 0.1 Emails to/from S. Lewis 0.1 725.00 72.50 725.00 72.50 725.00 145.00
Telephone discussion with J. Blount regarding potential transaction 0.5 725.00 362.50
Emails to/from S. Lewis regarding potential transaction 0.2 725.00 145.00
Internal call concerning transaction issues 0.4 725.00 290.00
Review transaction advice from Glenn Marishin and Mitch Portnoy; email correspondence regarding same 0.2 650.00 130.00
Prepare response to client request regarding potential transaction 0.4 725.00 290.00
Email to M. Portnoy regarding potential transaction 0.2 725.00 145.00
Review and revise joinder for Nondisclosure Agreement (1.9); review and revise Nondisclosure Agreement (0.5) 2.4 285.00 684.00
Review of revised Joinder for NDA (0.2); office conference with Matt Madison regarding same (0.3) 0.5 600.00 300.00
Office conference with Matt Madison regarding nondisclosure.joinder review (1.2); review and revise revised joinder agreement (0.7) TBD 1.9 550.00 1,045.00
08/06/12 HHD
Telephone conference with Jeff Kelley regarding potential transaction 0.3 600.00 180.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/07/12 Conference call with John Blount and Jeff Kelley regarding potential transaction (0.3); additional telephone conference with Jeff Kelley regarding same (0.2); review first lien security agreement (1.1); begin drafting memorandum regarding potential transaction (0.5) HHD 08/07/12 GBM 08/08/12 EHC 08/08/12 GBM 08/08/12 GBM 08/08/12 JWK 08/24/12 JWK 08/24/12 Review RFP 0.2 775.00 155.00 Email to S. Davis 0.1 725.00 72.50 2.1 600.00 1,260.00
Prepare response to client request regarding potential transaction 2.0 725.00 1,450.00
Review of draft of confidential memorandum for prospective buyers and analysis of things to be done 0.3 775.00 232.50
Review and revise response to client on potential transaction 0.4 725.00 290.00
Call with Rothschild and client concerning possible transaction 0.8 775.00 620.00
Finalize motion to extend time to assure or reject real property leases (3.0); review term sheets on potential transaction, call on same with Allied and Rothschild (1.0) CPR 4.0 580.00 2,320.00
08/27/12 EHC 08/27/12 JWK 08/28/12 JWK 08/28/12
Review of offer for proposed transaction and Rothschild analysis of issues 0.5 775.00 387.50
Various emails concerning proposed transaction 0.7 775.00 542.50
Board call concerning potential status 0.8 775.00 620.00
Review prepetition credit agreement and intercreditor agreement regarding issues relating to sale of collateral (1.0); conference with Ezra Cohen regarding the same (0.3); telephone call with Michael Johnson and Ezra Cohen
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 regarding the same (0.8) CPR 08/30/12 HHD Total B130 Asset Disposition B140 Relief from Stay-Adequate Protection Proceedings 08/08/12 JWC 08/09/12 Review of Stay Relief issues and email correspondence with Chris Samis regarding same 0.3 580.00 174.00 2.1 580.00 1,218.00
Telephone conference with Michael Johnson regarding potential transaction 0.6 25.4 600.00 0.00 360.00 15,854.50
Review of email from Chris Samis regarding relief from stay request and telephone conference with Jonathan Davis regarding insurance policies and handling of auto claims; review of claims information provided by Jonathan Davis JWC 0.5 580.00 290.00
08/16/12
Review of Relief from Stay issues relative to state court lawsuits and review of Allied auto insurance policies in connection with same (2.5); conference with Ezra Cohen regarding same (.2); email communications with Chris Samis and Jonathan Davis regarding same (.1) JWC 2.8 580.00 1,624.00
08/16/12 EHC 08/20/12
Review of motions for stay relief and development of proposed conditions with respect to grant of relief 0.9 775.00 697.50
Telephone conference with Chris Samis regarding relief from stay issues and review of form stay relief orders in connection with same JWC 0.6 580.00 348.00
08/22/12
Telephone conference with Jonathan Davis regarding stay relief order entered in state court action and review of email regarding same and email correspondence with Jonathan Davis regarding same JWC 0.3 580.00 174.00
08/28/12 JWC Total B140 Relief from Stay-Adequate Protection Proceedings
Email correspondence with Chris Samis regard stay relief issues 0.1 5.5 580.00 0.00 58.00 3,365.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 B150 Meetings of and Communications with Creditors 08/01/12 JWK 08/01/12 Review and revise committee presentation and various emails concerning same 1.0 775.00 775.00
Conference with TS team concerning status of production to committee (.8); call with Mike Burke concerning same (.1); review status of production to committee (.4) JWK 1.3 775.00 1,007.50
08/01/12
Communicate with Matt Braun at Rothschild regarding discovery production to committee (0.2); communicate with Jonathan Davis regarding board minutes (0.4); communicate with Jeff Kelley regarding same (0.1); review and compile discovery requests to committee MRB 9.8 300.00 2,940.00
08/02/12 CPR 08/02/12
Respond to committee emails for documents 0.8 580.00 464.00
Prepare email to Jeff Kelley listing documents provided to Carolyn Richter in connection with creditors committee request (.4) SCA 0.4 225.00 90.00
08/02/12
Telephone conference with Jeff Kelley and Matt Brooks regarding status of document production to the Unsecured Creditors Committee and review of documents as a follow up to same JWC 0.1 580.00 58.00
08/02/12
Participate conference call with Jeff Kelley, Michael Johnson, Matt Brooks, John Blount, Jonathan Davis and Scott Macauley regarding outstanding document request from the Unsecured Creditors Committee JWC 1.1 580.00 638.00
08/02/12
Review of documents and emails in relation to document requests from the Committee of Unsecured Creditors and conference with Michael Johnson regarding same JWC 1.3 580.00 754.00
08/02/12 JWC 08/02/12
Review of email correspondence regarding amendment to confidentiality agreement for PBGC 0.1 580.00 58.00
Conference with John Blount, Jeff Kelley, Michael Johnson, Scott Macaulay, and Jonathan Davis regarding committee
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 discovery requests (0.7); various emails regarding same (0.5); communicate with Matt Braun regarding file share site (0.1); review and compile documents production in response to committee requests MRB 08/02/12 A101 MEJ 08/02/12 A107 MEJ 08/02/12 A104 Review/analyze Communicate (other outside counsel) 7.9 300.00 2,370.00
Plan and prepare for Work on document production to Creditors Committee 0.9 575.00 517.50
Conference call with Allied representatives and counsel regarding response to Committee request 0.8 575.00 460.00
Review issues regarding confidential protective order in CIT case and impact on production to committee and email to Jeff Kelley regarding same. 0.9 575.00 517.50
MEJ 08/02/12 A104 MEJ 08/02/12 A107 MEJ 08/02/12 A105 MEJ 08/02/12 Communicate (in firm) Communicate (other outside counsel) Review/analyze
Review depositions in CIT litigation for responses of Committee document requests 1.2 575.00 690.00
Conference with Jeff Cavender regarding same 0.3 575.00 172.50
Telephone conference with litigation technology regarding CIT litigation database searches 0.7 575.00 402.50
Call with clients concerning gathering further documentation responsive to committee requests (.9); follow-up with TS team concerning same (.7) JWK 1.6 775.00 1,240.00
08/02/12 JWK 08/03/12 JWK 08/03/12 JWK 08/03/12 A104 Review/analyze
Various emails, internal conferences and calls concerning further organization of production to the committee 2.0 775.00 1,550.00
Review DIP loan order concerning Committee issues and various emails concerning same 0.2 775.00 155.00
Prepare for call and call with committee counsel concerning document production 1.6 775.00 1,240.00
Review documents from CIT litigation for production to
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 Committee MEJ 08/03/12 A105 Communicate (in firm) 1.4 575.00 805.00
Conference with Bankruptcy team regarding production to Committee
MEJ 08/03/12 A107 MEJ 08/03/12 Communicate (other outside counsel)
0.5
575.00
287.50
Telephone conference with counsel for Creditors Committee regarding document production 1.0 575.00 575.00
Review of emails from Jeff Kelley and others relative to UCC document production issues and work on same (1.6); conference with Matt Brooks regarding status of production (.3); conference with Jeff Kelley, Michael Johnson, Matt Brooks in preparation for call with committee counsel (.5); participate in conference call with committee counsel regarding document production issues and follow-up conference regarding same (.9) JWC 3.3 580.00 1,914.00
08/03/12
Conference with Jeff Cavender regarding committee's discovery requests (0.2); conference with Jeff Kelley, Jeff Cavender, Michael Johnson and counsel to committee regarding discovery requests (0.9); conference with Jonathan Davis regarding requests related to employment and pension items (0.2); review and compile responses to requests MRB 6.8 300.00 2,040.00
08/03/12 JWK 08/03/12 A105 JRC 08/03/12 A104 Review/analyze Communicate (in firm)
Various emails concerning committee document requests 0.5 775.00 387.50
Communicate with Michael Johnson and litigation technology regarding legacy data from Allied-CIT matter 0.2 180.00 36.00
Conduct targeted and review and analyze databases from Allied-CIT matter in preparation of responses to document requests 1.2 180.00 216.00
JRC 08/06/12
Email correspondence with Jeff Kelley and Matt Brooks regarding document production to Unsecured Creditors Committee JWC 0.1 580.00 58.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/06/12 MRB 08/06/12 A104 MEJ 08/06/12 A104 MEJ 08/06/12 A106 MEJ 08/06/12 BKF 08/07/12 JWC 08/07/12 Communicate (with client) Review/analyze Review/analyze Review and compile documents in response to committee discovery requests 5.3 300.00 1,590.00
Review depositions and discovery from CIT Litigation for production to Creditors' Committee 1.2 575.00 690.00
Review issues regarding Confidentiality Protective Order in CIT litigation 0.3 575.00 172.50
Email to John Blount regarding production of certain documents to the Committee 0.3 575.00 172.50
Organize miscellaneous documents to be produced to Committee and Bates label same 2.0 85.00 170.00
Review of revised confidentiality language proposed by the PBGC 0.2 580.00 116.00
Communicate with Michael Johnson and Cade Daniel regarding discovery requests (0.3); review and compile document production MRB 5.3 300.00 1,590.00
08/07/12
Organize employment agreements, protective order and written consents to be produced to Committee and Bates label same BKF 3.0 Review/analyze 85.00 255.00
08/07/12 A104 MEJ 08/07/12 A106 MEJ 08/07/12 A107 MEJ 08/07/12 A107
Review issues regarding production to committee and conference with Matt Brooks regarding same 0.4 575.00 230.00
Communicate (with client)
Telephone conference with John Blount regarding response to Committee requests 0.3 575.00 172.50
Communicate (other outside counsel)
Various calls regarding response to Committee requests 0.3 575.00 172.50
Emails regarding production of documents to Unsecured Creditors' Committee
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 MEJ 08/07/12 JWK 08/08/12 JWK 08/08/12 0.2 575.00 115.00
Telephone call with Michael Burke concerning case update 0.3 775.00 232.50
Various emails concerning PBBC issues with committee NDA 0.4 775.00 310.00
Conference with Matt Brooks regarding status of document production to Committee (.1); email correspondence with Jeff Kelley and Michael Johnson regarding the same (.1) JWC 0.2 580.00 116.00
08/08/12 MRB 08/09/12
Communicate with debtor regarding committee discovery requests (0.2); review and compile document production 7.0 300.00 2,100.00
Review of schedules and statement of affairs and response to Adam Harris about payments to insiders (5.4); response to U.S. Trustee about issues raised at meeting of creditors (2.7); review of issues with respect to accrual of management fees (.3). EHC 8.5 775.00 6,587.50
08/09/12
Telephone conference with Jonathan Davis at Allied regarding document production request of creditors committee JWC 0.1 580.00 58.00
08/09/12 JWC 08/09/12 MRB 08/09/12 BKF 08/10/12 JWC 08/10/12 A106 Communicate (with client)
Conference with Matt Brooks regarding production of board minutes in response to request of creditors committee 0.1 580.00 58.00
Review and compile document production in response to committee discovery requests 7.4 300.00 2,220.00
Organize exhibits filed under seal and Bates label same 1.0 85.00 85.00
Conference with Michael Johnson regarding production to the Committee and review of email in connection with same 0.4 580.00 232.00
Telephone conference with John Blount regarding production of Allied documents to the Committee of Unsecured Creditors
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 MEJ 08/10/12 0.3 575.00 172.50
Organize first and second lien credit agreements, rig inventory, collateral questionnaire/lender reporting, intellectual property and officer and director list documents to be produced to Committee and Bates label same BKF 2.5 85.00 212.50
08/10/12
Conference with Cade Daniel regarding board minutes (0.4); review and compile document production in response to committee discovery requests MRB 6.3 300.00 1,890.00
08/10/12
Review of schedules and preparation of response to questions of U.S. trustee (.9); review of Yucaipa transaction from 2007 to present and preparation of analysis thereof (1.9) EHC 2.9 Communicate (other outside counsel) 775.00 2,247.50
08/10/12 A107 MEJ 08/10/12 A107
Telephone conference regarding production of Allied documents to the Committee of Unsecured Creditors 0.3 575.00 172.50
Emails regarding production of Allied documents to the Committee of Unsecured Creditors and regarding confidentiality agreement in bankruptcy case 0.4 575.00 230.00
MEJ 08/10/12 A105 MEJ 08/11/12 MRB 08/13/12 BKF 08/13/12 Communicate (in firm)
Conference with Jeff Cavender regarding production of Allied documents to the Committee of Unsecured Creditors 0.2 575.00 115.00
Organize amendments to credit agreements to be produced to the Committee and Bates label same 0.4 85.00 34.00
Correspond with Jeff Cavender regarding National Fuel's demand for adequate assurance (0.1); research Delaware law regarding adequate assurance (2.2); draft correspondence to National Fuel's counsel regarding same (2.5) BRC 4.9 250.00 1,225.00
08/13/12
Preparation of letter to Adam Harris about payments to insiders
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 EHC 08/13/12 MRB 08/13/12 0.5 775.00 387.50
Review documents in connection with committee discovery requests 5.2 300.00 1,560.00
Email correspondence with Michael Johnson regarding document production issues (.4); draft, edit and revise email to Nick Lagemann regarding document production issues (.4) JWC 0.8 580.00 464.00
08/13/12 A101 MEJ 08/13/12 A107 MEJ 08/13/12
Plan and prepare for Prepare documents relating to Creditors' Committee Production 0.4 Communicate (other outside counsel) 575.00 230.00
Emails regarding documents requested by Creditors' Committee 0.3 575.00 172.50
Review emails regarding confidentiality agreements between Allied and the Committee (0.8); review emails regarding diligence requests from the committee (0.9) CPR 1.7 580.00 986.00
08/14/12
Review of email from Nick Lagemann relative to document production, and email correspondence to and from Michael Johnson regarding same JWC 0.6 580.00 348.00
08/14/12 JWC 08/14/12
Participate in conference call relative to document production to unsecured creditors committee 0.3 580.00 174.00
Conference with Robert Klyman about payments to and for Yucaipa (.4); conferences thereon with Steven Golick and Hazen Dempster (.3); preparation of messages thereon to Scott Macaulay and John Blount (.7); review of data (.9) EHC 1.7 775.00 1,317.50
08/14/12
Conferences with Loraine Chilvers and Dorothy RespressJackson about U.S. Trustee quarterly reports and fees in original chapter 11 cases in the Northern District of Georgia (.4) Conference with Frank Anderson and Chris Samis about non-disclosure agreement for PBGC and review of proposed terms (.6) EHC 1.0 775.00 775.00
08/14/12
Conference with Michael Johnson regarding amendments
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 to credit facility (0.1); review documents in connection with production in response to committee discovery requests MRB 08/14/12 BKF 08/14/12 A104 Review/analyze 5.8 300.00 1,740.00
Organize 2007 Ashi Board minutes to be produced to Committee and Bates label same 0.6 85.00 51.00
Review correspondence from Creditors' Committee counsel regarding Allied document production and email to Jeff Cavender regarding same 0.3 575.00 172.50
MEJ 08/14/12 A107 MEJ 08/14/12 A107 MEJ 08/14/12 JWK 08/15/12 BKF 08/15/12 JWC 08/15/12 MRB 08/15/12 MRB 08/15/12 A104 MEJ 08/15/12 A104 Review/analyze Review/analyze Communicate (other outside counsel) Communicate (other outside counsel)
Email to Yucaipa counsel regarding Allied document production 0.2 575.00 115.00
Conference call regarding production of documents to Creditors' Committee 0.3 575.00 172.50
Review correspondence from Mike Burke concerning extension and various emails concerning same 0.3 775.00 232.50
Organize February 12 thru 16 and 19, 2007 Ashi Board minutes and Bates label same 1.0 85.00 85.00
Email to Nick Langemann regarding document production issues 0.3 580.00 174.00
Communicate with Ezra Cohen regarding claim issues 0.2 300.00 60.00
Review correspondence among counsel regarding document production to Unsecured Creditors' Committee 0.2 575.00 115.00
Review issues regarding production to Unsecured Creditors' Committee, Assignment and Assumption Agreement 0.3 575.00 172.50
MEJ
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/15/12 A107 MEJ 08/16/12 SCA 08/16/12 JWC 08/16/12 Communicate (other outside counsel) Emails regarding production to Unsecured Creditors' Committee 0.3 575.00 172.50
Assist Carolyn Richter with producing documents for creditors committee (.9) 0.9 225.00 202.50
Conference with Carolyn Richter regarding status of case and document production to committee 0.2 580.00 116.00
Communicate with Carolyn Richter regarding security documents (0.2); review and compile document production in response to committee discovery requests MRB 9.6 300.00 2,880.00
08/16/12
Organize May 17, 2007 Intercreditor Agreement, February 20 through April 19, 2007 Ashi Board minutes and Bates label same BKF 2.0 Review/analyze 85.00 170.00
08/16/12 A104
Review email from Unsecured Creditors' Committee counsel regarding challenge to certain liens, extension to challenge period 0.2 575.00 115.00
MEJ 08/16/12 A105 MEJ 08/16/12 CPR 08/17/12 Communicate (in firm)
Conference with Jeff Cavender regarding challenge to certain liens, extension to challenge period 0.2 575.00 115.00
Perfection due diligence analysis pertaining to committee's investigative efforts (7.0) 7.0 580.00 4,060.00
Conferences with Matt Brooks regarding document production to Committee and review of minutes of board of directors in connection with same and email correspondence with Matt Brooks regarding same JWC 0.5 Draft letter to NSTAR BRC 1.1 250.00 275.00 580.00 290.00
08/17/12
08/17/12 MRB
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/17/12 BKF 08/17/12 Organize April 30 through December 3, 2007 Ashi Board minutes and Bates label same 2.0 85.00 170.00
Attention to committee further requests for information, including getting U.S. and Canadian real estate title policies and mortgage; prepare chart regarding same (4.0) CPR 4.0 580.00 2,320.00
08/17/12 RDA 08/17/12 A107 MEJ 08/20/12 Communicate (other outside counsel)
Calls from Carolyn Richter regarding document production 0.3 195.00 58.50
Emails regarding production of documents to Committee of Unsecured Creditors 0.2 575.00 115.00
Review of email from Matt Brooks relative to documents to be produced to committee and follow up conference with Matt Brooks regarding same JWC 0.5 580.00 290.00
08/20/12
Review of email correspondence relative to document production to Committee and conference with Matt Brooks regarding same JWC 0.4 580.00 232.00
08/20/12
Review and analysis of non-disclosure agreement with committee professionals and rider proposed by PBGC (1.1) conferences thereon with Frank Anderson, Kalsa Kartar, and Chris Samis (.5); message thereon to John Blount (.2) EHC 1.8 775.00 1,395.00
08/20/12 MRB 08/20/12 A107 MEJ 08/21/12 JWC 08/21/12 EHC Communicate (other outside counsel)
Emails regarding production of certain documents from CIT litigation to the Creditors' Committee 0.2 575.00 115.00
Email correspondence with Matt Brooks regarding document production to the Committee 0.1 580.00 58.00
Preparation of schedule of payments to and for the benefit of Yucaipa and message thereon to client 2.1 775.00 1,627.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/21/12 MRB 08/22/12 EHC 08/22/12 Review documents in connection with committee discovery requests 9.3 300.00 2,790.00
Preparation of report on payments to Yucaipa (.8); preparation of letter thereon to Adam Harris (.2) 1.0 775.00 775.00
Review documents in connection with discovery requests from committee; communicate with Jonathan Davis regarding same (0.2) MRB 3.9 300.00 1,170.00
08/23/12 EHC 08/23/12 MRB 08/24/12 MRB 08/27/12
Preparation of report and letter to Adam Smith about insider payments 1.5 775.00 1,162.50
Review documents in connection with discovery requests; compile production 4.7 300.00 1,410.00
Conference with Matt Braun regarding data room (0.2); review documents in connection with same (8.4) 8.4 300.00 2,520.00
Communicate with Matt Braun and counsel for committee regarding data room (0.2); review and compile documents for production MRB 3.3 300.00 990.00
08/28/12 A101 MEJ 08/28/12 JWK 08/29/12 MRB 08/29/12
Plan and prepare for Travel to Wilmington, Delaware for hearing 5.0 575.00 2,875.00
Telephone call with Mike Burke concerning update and various emails concerning same 0.5 775.00 387.50
Communicate with Matt Braun regarding data room (0.2); compile documents for same (1.4) 1.6 300.00 480.00
Email correspondence with committee counsel regarding document production and email correspondence with Matt Brooks regarding same JWC 0.3 580.00 174.00
08/30/12
Email correspondence with Yucaipa and committee counsel regarding document production issues
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JWC 08/30/12 A104 Review/analyze 0.3 580.00 174.00
Receive and review signed consent order regarding automatic stay; check case status and obtain copy of docket 0.4 285.00 114.00
AJR 08/30/12 A105 MEJ 08/30/12 A104 Review/analyze Communicate (in firm)
Conference with Jeff Cavender regarding Committee document requests 0.2 575.00 115.00
Analyze issues under first lien credit agreement and security agreement regarding power of requisite lender to credit bid in 363 sale and email to bankruptcy team regarding same 1.6 575.00 920.00
MEJ 08/30/12 JWK 08/31/12 A105 MEJ Total B150 Meetings of and Communications with Creditors B160 Fee/Employment Applications 08/01/12 JWK 08/01/12 JWC 08/01/12 JWC 08/02/12 Communicate (in firm)
Telephone call with Mike Burke concerning open issues 0.2 775.00 155.00
Conference with Carolyn Richter regarding potential transaction 0.3 237.2 575.00 0.00 172.50 95,138.50
Prepare Troutman invoice to comply with Court procedures 0.4 775.00 310.00
Review of email relative to Supplemental affidavit for Rothschild 0.1 580.00 58.00
Email communications with Matt Brooks relative to monthly fee applications 0.2 580.00 116.00
Review of issues relative to ordinary course employment, conference with Jeff Kelley regarding same and telephone call to Stephen Woods regarding same JWC 0.2 580.00 116.00
08/02/12 JWK 08/02/12
Review and revise TS monthly fee application 0.1 775.00 77.50
Review TS July invoice for form and content
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JWK 08/02/12 MRB 08/02/12 SSR 08/07/12 1.1 775.00 852.50
Draft and revise first monthly fee application; various calls and emails with Chris Samis regarding same (0.5) 4.6 Review fee application 0.5 300.00 150.00 300.00 1,380.00
Email correspondence with Steven Woods regarding ordinary course retention and brief conference with Jeff Kelley regarding same and telephone conference with Stephen Wood regarding same JWC 0.3 580.00 174.00
08/07/12
Communicate with Jeff Kelley regarding July invoice and Yucaipa June invoice (0.1); review final DIP order (0.2); review and revise TS July invoice MRB 0.6 300.00 180.00
08/08/12
Email to Chris Samis regarding ordinary course affidavit and email correspondence with Stephen Woods regarding same (.2); telephone conference with Chris Samis regarding same (.1); respond to email from Canadian counsel regarding ordinary course affidavit (.1); telephone conference with Stephen Wood regarding Ordinary Course affidavit (.1); edit and revise affidavit (.3) JWC 0.8 580.00 464.00
08/09/12
Email correspondence with Stephen Woods regarding ordinary course affidavit; email correspondence from Brian Kolenda regarding ordinary course affidavit; email to Chris Samis regarding same JWC 0.3 580.00 174.00
08/09/12 BKF 08/10/12 BKF 08/13/12 BKF 08/14/12
Draft second monthly Troutman Sanders, LLP's fee application 2.0 85.00 170.00
Draft second monthly Troutman Sanders LLP's fee application 2.0 85.00 170.00
Draft second monthly Troutman Sanders LLP's fee application 1.0 85.00 85.00
Telephone conference with Ezra Cohen and Scott Macauley regarding interim compensation issues and
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 follow up call with Ezra Cohen regarding same (.2); review of documents in connection with same and email correspondence with Scott Macauley regarding same (.9) JWC 08/15/12 1.1 580.00 638.00
Review of email from Chris Samis regarding retention of Price Waterhouse as an ordinary course professional; review of retention affidavit related to same and email correspondence with Chris Samis and Joe Reinkemeyer regarding same JWC 0.6 580.00 348.00
08/16/12
Review of email correspondence from Ezra Cohen and Chris Samis relative to employment of Canadian counsel in the ordinary course JWC 0.1 580.00 58.00
08/16/12 EHC 08/17/12 JWC 08/17/12
Review of Troutman fee application 0.2 775.00 155.00
Email correspondence regarding Price Waterhouse employment 0.1 580.00 58.00
Review of data sought by U.S. Trustee with respect to first Troutman fee application and message thereon to Chris Green EHC 0.2 775.00 155.00
08/21/12
Email correspondence with Chris Samis, Scott Macauley and Grant Thorton regarding Grant Thorton's engagement as auditors in the case JWC 0.2 580.00 116.00
08/21/12 MRB 08/22/12 BRC 08/23/12
Communicate with Ezra Cohen regarding July invoice; prepare July fee application and accompanying documents 1.8 300.00 540.00
Confer with Matt Brooks and Cade Daniel regarding OCP Affidavit 0.2 250.00 50.00
Conference with Jonathan Davis regarding retention of contingent fee lawyers in regards to subrogation issues and truck fires JWC 0.1 580.00 58.00
08/23/12
Communicate with Ezra Cohen and Jeff Kelley regarding
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 second monthly fee application revisions MRB 08/23/12 EHC 08/24/12 EHC 08/24/12 0.2 300.00 60.00
Preparation of second fee application 0.3 775.00 232.50
Review and revision of Troutman fee application 2.4 775.00 1,860.00
Conference with Chris Samis regarding revisions to second monthly fee application; conference with Ezra Cohen regarding same (0.3) MRB 0.5 300.00 150.00
08/27/12 MRB 08/29/12 JWC 08/31/12 BRC 08/31/12 JWC Total B160 Fee/Employment Applications B170 Fee/Employment Objections 08/01/12
Finalize second monthly fee application 0.3 300.00 90.00
Email correspondence regarding employment application 0.1 580.00 58.00
Research and correspond with Matt Brooks regarding ordinary course professional dollar limits 0.1 250.00 25.00
Work on Ogletree Deakins employment application and telephone call to Stephen Woods regarding same 1.2 23.9 580.00 0.00 696.00 9,824.50
Conference with Michael Johnson about response to objection to Rothschild charge and review of documents thereon EHC 0.7 Review/analyze 775.00 542.50
08/01/12 A104 MEJ 08/01/12 A103 MEJ 08/01/12 A107 MEJ
Review issues regarding objections to Rothschild engagement and email to Derek Alexander regarding same 0.7 575.00 402.50
Draft/revise
Work on response to objections to financial advisor engagement 3.6 575.00 2,070.00
Telephone conference with Derek Alexander regarding objections to Rothschild engagement 0.5 575.00 287.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/01/12 SSR 08/03/12 A103 MEJ 08/03/12 A107 MEJ 08/06/12 MRB 08/06/12 A103 MEJ 08/07/12 EHC 08/07/12 A107 MEJ 08/08/12 EHC 08/08/12 A103 MEJ 08/08/12 A105 MEJ 08/08/12 A105 MEJ 08/08/12 A106 Communicate (with client) Communicate (in firm) Communicate (in firm) Draft/revise Communicate (other outside counsel) Draft/revise Communicate (other outside counsel) Draft/revise Research regarding standard for approving financial advisors 0.8 300.00 240.00
Draft and revise response to Committee and Petitioning Creditors Objections to Rothschild retention 2.2 575.00 1,265.00
Email to Scott Macaulay regarding same 0.3 575.00 172.50
Conference with Michael Johnson regarding objections to Rothschild application (0.1); legal research regarding same 1.3 300.00 390.00
Work on responses to objections of committee and petitioning creditors to financial advisor engagement 2.1 575.00 1,207.50
Analysis of issues in response to objection to application to employ Rothschild 0.6 775.00 465.00
Telephone conference with Scott Macauley regarding response to Rothschild objections 0.3 575.00 172.50
Review of Rothschild employment application, objections thereto, and proposed response and revision of response 5.6 775.00 4,340.00
Drafts and revise response to objections to Rothschild engagement 1.6 575.00 920.00
Email to Jeff Kelley and Ezra Cohen regarding same 0.2 575.00 115.00
Telephone conference with Jeff Kelley and Ezra Cohen regarding draft response to Rothschild objections 0.3 575.00 172.50
Email to Scott Macaulay and telephone conference with Scott Macaulay regarding draft response to Rothschild objections 0.3 575.00 172.50
MEJ
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/08/12 JWK 08/09/12 JWK 08/09/12 A107 MEJ 08/13/12 A107 MEJ 08/13/12 A107 MEJ 08/13/12 A107 Communicate (other outside counsel) Communicate (other outside counsel) Communicate (other outside counsel) Communicate (other outside counsel) Review and revise response to Rothschild objections and telephone call with Michael Johnson concerning same 0.3 775.00 232.50
Review draft reply to objection to Rothschild and various emails concerning same 0.4 775.00 310.00
Email to Brian Cullen regarding draft response to Rothschild objections 0.3 575.00 172.50
Email to Brian Cullen regarding responses to Rothschild engagement 0.1 575.00 57.50
Telephone conference with office of Chris Sammis regarding Rothschild objections 0.1 575.00 57.50
Telephone conference with local counsel Chris Sammis regarding briefing and hearing on objections to Rothschild retention 0.5 575.00 287.50
MEJ 08/13/12 A107 MEJ 08/14/12 EHC 08/14/12 A107 MEJ 08/14/12 A105 MEJ 08/14/12 A107 Communicate (other outside counsel) Communicate (in firm) Communicate (other outside counsel) Communicate (other outside counsel)
Emails to and from Brian Cullen and John Blount regarding hearing on objections to Rothschild engagement 0.3 575.00 172.50
Preparation of response to objections to Rothschild application and conference thereon with Michael Johnson 4.4 775.00 3,410.00
Telephone conference with Brian Cullen regarding response to Committee objection and hearing 0.4 575.00 230.00
Telephone conference with Ezra Cohen regarding response to Committee objection 0.2 575.00 115.00
Telephone conference with Rothschild counsel Derek Alexander regarding hearing and response to Rothschild objections 0.8 575.00 460.00
MEJ 08/14/12 A105 Communicate (in firm)
Conference with Ezra Cohen regarding hearing and response to Rothschild objections
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 MEJ 08/14/12 A103 MEJ 08/15/12 EHC 08/15/12 A103 MEJ 08/15/12 A103 MEJ 08/15/12 A107 MEJ 08/17/12 EHC 08/17/12 A105 MEJ 08/17/12 A107 MEJ 08/17/12 A107 MEJ 08/17/12 A103 MEJ 08/20/12 Draft/revise Communicate (other outside counsel) Communicate (other outside counsel) Communicate (in firm) Communicate (other outside counsel) Draft/revise Draft/revise Draft/revise 0.5 575.00 287.50
Draft and revise response to Rothschild objection 0.8 575.00 460.00
Review of proposed response to objectons to application to employ Rothschild 0.3 775.00 232.50
Review and revise response to Rothschild objection and email to Ezra Cohen regarding same 0.8 575.00 460.00
Review and revise draft response to objections to Rothschild engagement 0.8 575.00 460.00
Email to Rothschild attorney Derek Alexander regarding objections to Rothschild engagement 0.2 575.00 115.00
Preparation for hearing on application to employ Rothschild 0.6 775.00 465.00
Conference with Ezra Cohen regarding responses to objections to Rothschild engagement 0.3 575.00 172.50
Emails with John Blount regarding preparation of hearing 0.2 575.00 115.00
Telephone conference with Rothschild attorney Derek Alexander regarding response to objections 0.5 575.00 287.50
Revise draft response and email to Derek Alexander 0.6 575.00 345.00
Review of Allied's revised response to objections to application to employ Rothschild and of proposed response of Rothschild (1.8) ; preparation for hearing (.5) EHC 2.3 Communicate (other outside counsel) 775.00 1,782.50
08/20/12 A107 MEJ 08/20/12 A107
Email to Chris Sammis regarding hearing on objections to Rothschild engagement 0.2 575.00 115.00
Communicate (other
Telephone conference with John Blount regarding hearing
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 outside counsel) MEJ 08/20/12 A107 MEJ 08/20/12 A104 MEJ 08/20/12 A105 MEJ 08/20/12 A107 Communicate (other outside counsel) Communicate (in firm) Review/analyze Communicate (other outside counsel) on Rothschild objections 0.3 575.00 172.50
Telephone conference with Scott Macauley regarding hearing on Rothschild objections 0.3 575.00 172.50
Review Rothschild's draft response to objections and proposed edits to Allied's responses 0.8 575.00 460.00
Conference with Ezra Cohen regarding Rothschild comments on response to objections 0.1 575.00 57.50
Telephone conference with Rothschild counsel Derek Alexander regarding Allied and Rothschild responses to objections to Rothschild engagement 0.4 575.00 230.00
MEJ 08/20/12 A103 Draft/revise
Make revisions to draft response to Rothschild engagement and email to Allied group then to Rothschild counsel regarding same 0.9 575.00 517.50
MEJ 08/20/12 A107 MEJ 08/21/12 Communicate (other outside counsel)
Emails to local counsel regarding Michael Johnson pro hac vice application 0.3 575.00 172.50
Review of Debtors' and Rothschild's response to objection to application to employ Rothschild and preparation for hearing (1.8); conferences thereon with Michael Johnson and Derek Alexander(1.2) EHC 3.0 Communicate (in firm) 775.00 2,325.00
08/21/12 A105
Conference with Ezra Cohen regarding response to Rothschild engagement objections and review issues regarding Rothschild draft response 0.8 575.00 460.00
MEJ 08/21/12 A103 MEJ 08/21/12 A107 MEJ 08/21/12 A104 Review/analyze Communicate (other outside counsel) Draft/revise
Work on revisions to Allied and Rothschild responses 0.5 575.00 287.50
Conference call with Ezra Cohen and Derek Alexander regarding responses to Rothschild objections 0.7 575.00 402.50
Review further changes to response
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 MEJ 08/22/12 EHC 08/22/12 A103 MEJ 08/22/12 A104 MEJ 08/22/12 A107 MEJ 08/22/12 A107 MEJ 08/23/12 A103 MEJ 08/23/12 A107 MEJ 08/23/12 A107 MEJ 08/23/12 A103 MEJ 08/23/12 A106 MEJ 08/23/12 A103 MEJ 08/23/12 A107 MEJ 08/24/12 Communicate (other outside counsel) Draft/revise Communicate (with client) Draft/revise Communicate (other outside counsel) Communicate (other outside counsel) Draft/revise Communicate (other outside counsel) Communicate (other outside counsel) Review/analyze Draft/revise 0.4 575.00 230.00
Preparation for hearing on application to retain Rothschild 1.1 775.00 852.50
Revise response to objections and email to Rothschild counsel regarding same 0.8 575.00 460.00
Review issues regarding proffer of evidence and direct examination of Scott Macauley 0.7 575.00 402.50
Emails with Rothschild counsel and local counsel regarding responses 0.3 575.00 172.50
Telephone conference with Derek Alexander regarding responses 0.2 575.00 115.00
Review and incorporate changes to responses to Rothschild objections proposed by Rothschild counsel 0.6 575.00 345.00
Emails and telephone conferences with Rothschild counsel regarding responses 0.3 575.00 172.50
Telephone conference with local counsel Chris Sammis regarding responses 0.3 575.00 172.50
Prepare proffer of testimony of Scott Macauley 0.8 575.00 460.00
Telephone conference with Scott Macauley regarding testimony 0.7 575.00 402.50
Work on direct examination of Scott Macauley 1.4 575.00 805.00
Emails with local counsel Chris Sammis regarding filing of responses to Rothschild objections 0.2 575.00 115.00
Review of Rothschild response and analysis of o potential resolution of issues
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 EHC 08/24/12 0.6 775.00 465.00
Review of proposal from potential purchaser and conferences thereon with Representatives of Troutman, Rothschild and Allied EHC 1.6 Communicate (other outside counsel) 775.00 1,240.00
08/24/12 A107 MEJ 08/24/12 JWK 08/24/12 A105 MEJ 08/24/12 A103 MEJ 08/24/12 A107 MEJ 08/27/12 EHC 08/27/12 A105 MEJ 08/27/12 A107 MEJ 08/27/12 A107
Telephone conference with local counsel regarding hearing on Rothschild objections 0.2 575.00 115.00
Review responses to objections to Rothschild retention 0.3 Communicate (in firm) 775.00 232.50
Conference with Ezra Cohen regarding hearing on Rothschild objections 0.2 575.00 115.00
Draft/revise
Prepare documents and direct examination exhibits for hearing and work on direct examination 1.3 575.00 747.50
Email to local counsel regarding agenda for 8/28 hearing 0.2 575.00 115.00
Preparation for hearing on objections to employment of Rothschild 2.6 Communicate (in firm) 775.00 2,015.00
Conference with Ezra Cohen and Jeff Kelley regarding hearing on Rothschild objection 0.3 575.00 172.50
Emails with Scott Macauley regarding hearing on Rothschild objection 0.2 575.00 115.00
Telephone conference with Rothschild attorney Derek Alexander regarding possible settlement of Rothschild objection 0.3 575.00 172.50
MEJ 08/27/12 A107 Communicate (other outside counsel)
Emails and telephone conferences with Scott Macauley regarding his testimony and hearing on Rothschild objections 0.5 575.00 287.50
MEJ 08/27/12 A107 Communicate (other
Telephone conferences with Rothschild counsel Derek
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 outside counsel) MEJ 08/27/12 A105 MEJ 08/27/12 JWK 08/28/12 EHC 08/28/12 A107 MEJ 08/28/12 A104 MEJ 08/28/12 A103 MEJ 08/29/12 Draft/revise Review/analyze Communicate (other outside counsel) Communicate (in firm) Alexander 0.3 575.00 172.50
Conference with Ezra Cohen regarding Rothschild hearing and preparation for same 1.3 575.00 747.50
Conference with Ezra Cohen and Michael Johnson concerning Rothschild objections 0.2 775.00 155.00
Preparation for hearing on objection to employment of Rothschild 4.5 775.00 3,487.50
Conference call with Rothschild counsel regarding hearing on Rothschild objection 1.0 575.00 575.00
Review draft direct examination of Todd Snyder 0.3 575.00 172.50
Revise and finalize proffer and direct examination of Scott Macauley 1.1 575.00 632.50
Preparation for and appearance at hearing on application to employ Rothschild (6.5); analysis and conferences with Scott Macaulay and Michal Johnson about results of hearing and how to proceed (1.0) EHC 7.5 775.00 5,812.50
08/29/12 A101 MEJ 08/29/12 A109 MEJ 08/29/12 A107 MEJ 08/29/12 JWK 08/29/12
Plan and prepare for Final preparation for hearing on Rothschild objections and meetings with counsel for Rothschild regarding same 1.5 Appear for/attend 575.00 862.50
Attend hearing on objections to Rothschild engagement 4.7 575.00 2,702.50
Meetings with counsel regarding next steps 0.5 575.00 287.50
Various emails concerning Rothschild objection hearing 0.2 775.00 155.00
Telephone call with Mark Collins and Chris Samis concerning Rothschild objection hearing
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JWK 08/29/12 A106 MEJ 08/29/12 A101 MEJ 08/30/12 Communicate (with client) 0.5 775.00 387.50
Telephone conference with John Blount regarding Rothschild hearing 0.2 575.00 115.00
Plan and prepare for Travel from Wilmington, Delaware to Atlanta 3.5 575.00 2,012.50
Conferences with Derek Alexander, Jeff Kelley and Michael Johnson about results of hearing on motion to employ Rothschild and analysis of how to proceed EHC 1.0 Communicate (in firm) 775.00 775.00
08/30/12 A105 MEJ 08/30/12 A105 MEJ 08/30/12 JWK
Emails to Jeff Kelley, John Blount regarding negotiations on Rothschild engagement 0.2 575.00 115.00
Communicate (in firm)
Conference with Jeff Kelley and Ezra Cohen regarding next steps in Rothschild dispute 0.7 575.00 402.50
Various emails concerning Rothschild ruling 0.6 91.0 775.00 0.00 465.00 59,527.50
Total B170 Fee/Employment Objections B185 Assumption/Rejection of Leases and Contracts 08/01/12 BRC 08/03/12
Confer with Ken Peters regarding Imperial Oil contract (0.1) 0.1 250.00 25.00
Correspond with Ken Peters and Robert Ferrell regarding refund of deposit (0.3); confer with Ken Peters regarding preference actions and avoidability of deposit return (0.4); BRC 0.7 250.00 175.00
08/03/12 JWK 08/03/12 JWK 08/09/12 JWK 08/15/12
Review headquarters lease and other executory contract issues 0.8 775.00 620.00
Telephone call with John Blount concerning executory contract issues and other open issues 1.1 775.00 852.50
Various emails concerning management fee issue 0.5 775.00 387.50
Confer with Robert Ferrell and Ken Peters regarding Imperial deposit check
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 BRC 08/22/12 MRB 08/23/12 0.2 250.00 50.00
Draft motion to extend time to assume or reject leases 1.7 300.00 510.00
Phone conference with Cade Daniel regarding the terms of the proposed lease amendment with Norfolk Southern and the current bankruptcy status AHS 0.2 435.00 87.00
08/23/12 MRB 08/23/12
Research regarding motion to extend deadline to assume or reject leases 2.3 300.00 690.00
Phone conference with Cade Daniel regarding the proposed Fifth Amendment to Lease Agreement with Norfolk Southern AHS 0.2 435.00 87.00
08/24/12 BRC 08/24/12 MRB 08/26/12
Research and draft motion to extend exclusivity 2.5 250.00 625.00
Conference with Carolyn Richter and Ezra Cohen regarding motion to extend deadline to assume or reject leases 0.2 300.00 60.00
Review of preparation and deadlines for motions with respect to extension of time for assumption of real estate leases, for exclusive period for filing plan and for removal l of actions and message thereon to Chris Samis EHC 1.2 775.00 930.00
08/27/12 BRC 08/27/12 BRC 08/29/12 BRC 08/30/12
Confer with Ken Peters regarding Imperial deposit refund (0.2) 0.2 250.00 50.00
Draft motion to extend exclusivity (7.2); confer with Carolyn Richter regarding same (0.1) 7.3 Draft motion to extend exclusivity 0.3 250.00 75.00 250.00 1,825.00
Analyze proposed 5th Amendment to Lease with Norfolk Southern and compare the proposed location of the sewer line to the prior documents regarding the location AHS 1.0 435.00 435.00
08/30/12
Electronic correspondence with Cade Daniel regarding the
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 lease amendment with Norfolk Southern AHS Total B185 Assumption/Rejection of Leases and Contracts B190 Other Contested Matters 08/01/12 A107 Communicate (other outside counsel) Telephone conference with Yucaipa counsel Dan Cohen regarding notice sent from Florida Court relating to the CIT litigation 0.4 Communicate (in firm) 575.00 230.00 0.1 20.6 435.00 0.00 43.50 7,527.50
MEJ 08/02/12 A105 JRC 08/14/12 MRB Total B190 Other Contested Matters Summary of B100 ADMINISTRATION
Communicate with Michael Johnson and litigation technology regarding legacy data from Allied-CIT matter 0.3 180.00 54.00
Conference with clerk of 11th Circuit Court of Appeals regarding notice of stay and related motion 0.2 0.9 300.00 0.00 60.00 344.00
443.7 OPERATIONS B210 Business Operations 08/03/12 EHC 08/06/12 TBD 08/06/12 DMM 08/06/12 FRR 08/07/12 EHC 08/07/12 Response to operational questions 0.8
0.00
212,070.00
775.00
620.00
Office conference with Matt Madison regarding nondisclosure agreement 0.5 550.00 275.00
Review and revise nondisclosure agreement (0.4); conference to discuss the same (0.3) 0.7 285.00 199.50
Review status of trademark application; review status of registrations (0.5); discuss potential cancellation (0.3) 0.8 425.00 340.00
Review of environmental issues and conferences thereon with Jonathan Davis and Gary Sheehan 0.6 775.00 465.00
Review executed nondisclosure agreements
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 DMM 08/07/12 JEH 08/08/12 DMM 08/08/12 A102 JRA 08/08/12 JEH 08/09/12 A105 Communicate (in firm) Research 0.2 285.00 57.00
Review email from Cade Daniel; review Tariff and application 0.4 470.00 188.00
Review executed nondisclosure agreements 0.2 Review tariff and berth application 2.0 Revise Tariff and application 2.8 470.00 1,316.00 250.00 500.00 285.00 57.00
Conference with Ezra Cohen regarding issues relating to Allied payment of invoices of Yucaipa's counsel in CIT case and review of Credit Agreement provisions regarding same 0.9 575.00 517.50
MEJ 08/09/12 A105 Communicate (in firm)
Conference with Jeff Kelley and Ezra Cohen regarding Black Diamond request for information about Allied payment of certain Yucaipa legal bills 0.3 575.00 172.50
MEJ 08/09/12 A106 Communicate (with client)
Telephone conference with Scott Macauley regarding Black Diamond request for information about Allied payment of certain Yucaipa legal bills 0.1 575.00 57.50
MEJ 08/09/12 A108 JRA 08/09/12 Communicate (other external)
Discuss tariff and berth application with Jim Schutz and inhouse counsel 0.8 250.00 200.00
Review file regarding Berth application issues (.7); telephone conference with Cade Daniel regarding same (.5); review Allied website regarding intellectual property issues (.4) JES 1.6 550.00 880.00
08/13/12 EHC 08/14/12 A108 JRA 08/14/12 Communicate (other external)
Conference with Chris Samis about Fidelity accounts 0.2 775.00 155.00
Attend conference call with in-house counsel and Jim Schutz 0.8 250.00 200.00
Teleconference and preparation regarding proposed edits to Terminal Agreement and revise Tariff
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JEH 08/15/12 2.6 470.00 1,222.00
Review and legal research with respect to license by New York City and messages thereon to and from Scott Macaulay EHC 1.0 775.00 775.00
08/15/12 DMM 08/15/12 TBD 08/15/12 JEH 08/15/12 JES 08/16/12
Review and revise nondisclosure agreements 0.6 285.00 171.00
Conference with Matt Madison regarding NDA's 0.6 Further revision to Tariff 0.6 Review XATA trial use agreement 0.4 550.00 220.00 470.00 282.00 550.00 330.00
Telephone conference with Cade Daniel and Julie Sieja regarding XATA agreement and review and revise agreement as per same JES 0.7 550.00 385.00
08/16/12
Review and revise Nondisclosure Agreement with Equity Group; conference with Equity Group counsel regarding the same (1.4); review and revise Insight Equity Nondisclosure Agreement (0.5) DMM 1.9 285.00 541.50
08/16/12 TBD 08/17/12 BRC 08/17/12 DMM 08/17/12 TBD 08/17/12 FRR 08/20/12
Conference call with Matt Madison regarding NDA's 0.6 Draft OCP Matrix 1.4 250.00 350.00 550.00 330.00
Conference with Matt Madison regarding NDA's 0.5 550.00 275.00
Follow up with Axis Global Systems' counsel regarding potential consent to register AXIS mark 0.2 425.00 85.00
Conference with Cade Daniel regarding status of Leader Logistics, LLC (.2); research Georgia Secretary of State database for information regarding status of LLC; (.3)
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 Conference with Andrea O'Toole of the Georgia Secretary of State regarding current name/status of Leader Logistics (.2) SCA 08/20/12 TBD 08/20/12 DMM 08/21/12 A103 Draft/revise 0.7 225.00 157.50
Review Charlesbank NDA (0.3); conference with Matt Madison regarding same (0.2) 0.5 550.00 275.00
Review and revise confidentiality agreements 1.1 285.00 313.50
Revise website privacy policy and draft click-through agreement language in light of SBMT Berth Application and Tariff 1.6 250.00 400.00
JRA 08/21/12 TBD 08/21/12 DMM 08/22/12 DMM 08/22/12
Review NDA's (0.6); conference with Matt Madison regarding same (0.4) 1.0 550.00 550.00
Review and revise confidentiality agreements 1.6 285.00 456.00
Review comments to and revise confidentiality agreements 0.4 285.00 114.00
Follow up with Allied Global's counsel regarding coexistence agreement for AXIS mark; research cancellation deadlines; follow up with John Blount regarding same FRR 0.8 Review of operational issues EHC 0.5 775.00 387.50 425.00 340.00
08/23/12
08/23/12 DMM 08/23/12 FRR 08/24/12
Review comments to and revise confidentiality agreements 0.3 285.00 85.50
Prepare and file Petition for Cancellation against registration of AXIS GLOBAL SYSTEMS 2.1 425.00 892.50
Response to question with respect to Axis lease in Brooklyn (.1); conference with John Christy and Scott Macaulay about Fidelity accounts and message thereon (.2) EHC 0.3 775.00 232.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/24/12 TBD 08/24/12 DMM 08/27/12 EHC 08/28/12 DMM 08/29/12 Conference with Bobby Marston regarding NDA's 0.5 550.00 275.00
Preparation of message to John Christy about Fidelity accounts 0.3 775.00 232.50
Review executed copy of Confidentiality Agreement with Aurora 0.2 285.00 57.00
Review proposed consent agreement regarding AXIS trademark application; prepare comments to adverse counsel regarding same FRR 0.8 425.00 340.00
08/30/12
Review revised consent agreement regarding AXIS trademark cancellation; forward same to John Blount with comments regarding strategy FRR 0.6 425.00 255.00
08/31/12
Review National Fuel deposit offer (0.3); draft response to same (0.7); confer with Jeff Cavender regarding same (0.1); correspond with Cade Daniels regarding same (0.1) BRC 1.2 250.00 300.00
08/31/12 EHC Total B210 Business Operations B220 Employee Benefits/Pensions 08/01/12 JWC 08/01/12 JWC 08/02/12
Conferences with John Christy and Scott Macaulay about Fidelity accounts (.2) 0.2 41.6 775.00 0.00 155.00 17,583.50
Conference with Jeff Kelley regarding KERP 0.2 580.00 116.00
Email correspondence with John Blount and Jeff Kelley regarding KERP 0.2 580.00 116.00
Email correspondence regarding KERP with Canadian counsel, John Blount and Jeff Banish (.2); voicemail from Rothschild regarding KERP (.1); review of revised KERP and email same to various parties for review (.2); email to and from Gowlings regarding KERP and conference with
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 Jeff Kelley regarding same (.2) JWC 08/02/12 JRB 08/03/12 JWC 08/03/12 JRB 08/04/12 JWK 08/06/12 Revise KERP 0.9 Various emails concerning KERP 0.2 775.00 155.00 650.00 585.00 0.7 580.00 406.00
Revise KERP for comments and Canadian laws 1.3 650.00 845.00
Work on motion to approve KERP Plan 1.8 580.00 1,044.00
Review of draft resolutions approving KERP Plan and email correspondence regarding same; conference with Jeff Kelley regarding board meeting to approve KERP Plan JWC 0.4 580.00 232.00
08/06/12
Preparation for board of directors meeting relative to KERP issues and participate in board call regarding same and follow-up conference with Jeff Kelley and Ezra Cohen regarding same JWC 2.0 580.00 1,160.00
08/06/12
Prepare board resolutions to adopt KERP and award retention bonuses (.8); prepare board resolutions to approve KERP (.5) JRB 1.3 650.00 845.00
08/07/12
Conference with Jeff Kelley regarding incentive compensation issues and review of incentive plan issues (.6); email correspondence with John Blount regarding KERP Plan(.1) JWC 0.7 580.00 406.00
08/08/12 JWC 08/08/12 JRB 08/08/12 JWK 08/09/12
Email correspondence with Chris Samis, Jeff Kelley, Jeff Banish and John Blount regarding KERP Plan 0.4 Analysis of KERP 0.4 650.00 260.00 580.00 232.00
Various emails concerning KERP issues 0.2 Work on KERP issues 775.00 155.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JWC 08/10/12 BRC 08/10/12 JWC 08/10/12 JWC 08/13/12 EHC 08/14/12 JWC 08/15/12 0.3 580.00 174.00
Confer with Jeff Cavender regarding KERP, research same; draft memorandum to Jeff Cavender regarding same 4.9 250.00 1,225.00
Conference with Ben Carlsen regarding needed research on KERP and employee compensation issues 0.2 Work on KERP Motion 2.7 580.00 1,566.00 580.00 116.00
Review of defined benefit plan issues and conferences thereon with Bob Rutland, Bill Gray and Mona Hill 1.0 775.00 775.00
Analyze KERP issue and employee issues and email correspondence regarding same 0.2 580.00 116.00
Review of message and legal research with respect to priority of excise taxes to be assessed by IRS in connection with defined benefit pension plans EHC 3.0 775.00 2,325.00
08/16/12 EHC 08/17/12 JWC 08/20/12 JWC 08/21/12 EHC 08/22/12
Legal and factual research with respect to pension plans and preparation of memorandum thereon 8.1 Work on motion to approve KERP 0.2 Work on KERP Motion 1.6 580.00 928.00 580.00 116.00 775.00 6,277.50
Conference with Bill Gray and Laura McAllister about defined-benefit plans 0.5 775.00 387.50
Legal and factual research and preparation of memorandum on claims of IRS and PBGC with respect defined benefit plans EHC 4.9 775.00 3,797.50
08/27/12 EHC
Review of issues with respect to plans to retain and incentivize key employees 0.6 775.00 465.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/27/12 JWC 08/28/12 JWC 08/28/12 JWK 08/29/12 EHC 08/29/12 Review of recent decision regarding KERP 0.3 580.00 174.00
Email correspondence with Jeff Kelley regarding KERP 0.1 Various emails concerning KERP 0.2 775.00 155.00 580.00 58.00
Review of ERISA cases with respect to claims of PBGC and IRS with respect to defined-benefit plans 2.0 775.00 1,550.00
Email correspondence regarding KERP (.2); telephone conference with Mark Gendreske regarding timing for approval of KERP (.2) JWC 0.4 Draft motion to extend exclusivity BRC 1.3 250.00 325.00 580.00 232.00
08/30/12
08/30/12 JWC 08/30/12 JWC 08/30/12 JWK 08/30/12
Review of revised KERP plan and edit and revise same 0.5 580.00 290.00
Conference with Jeff Kelley regarding KERP Plan 0.3 Various emails concerning KERP 1.0 775.00 775.00 580.00 174.00
Email communications with Jeff Kelley and Chris Samis regarding KERP and review of plan in connection with same JWC 0.6 580.00 348.00
08/31/12
Email correspondence with Jeff Kelley and Chris Samis regarding KERP; email correspondence with Robert Klyman, Adam Harris and Michael Burke regarding same JWC 0.7 46.3 580.00 0.00 406.00 29,312.50
Total B220 Employee Benefits/Pensions B230 Financing/Cash Collections 08/08/12 HHD 08/09/12
Telephone conference, email correspondence with Scott Macaulay regarding waiver (0.3); review waiver (0.1) 0.4 600.00 240.00
Review credit agreement and security agreement regarding
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 credit bid provisions and agency resignation provisions (1.4); work on memorandum on ability to credit bid (1.4) HHD 08/09/12 JWK 08/10/12 JWK 08/10/12 2.8 600.00 1,680.00
Various emails concerning DIP loan issues 1.6 775.00 1,240.00
Calls with Ezra Cohen concerning DIP waivers (.3); various emails concerning same (.2) 0.5 775.00 387.50
Review of issues with respect to waiver of defaults and messages thereon to counsel for creditors' committee, petitioning creditors, and Yucaipa EHC 1.9 775.00 1,472.50
08/16/12
Review of issues with respect to perfection of liens and messages with respect to extension of time to challenge perfection EHC 0.3 775.00 232.50
08/20/12 HHD 08/23/12
Locate form of compliance certificate and send to Scott Macaulay (0.2) 0.2 600.00 120.00
Attention to email correspondence with Sarah Barr and Scott Macaulay regarding Canadian vehicle identification numbers JAW 0.1 350.00 35.00
08/24/12 HHD 08/30/12 JAW Total B230 Financing/Cash Collections B250 Real Estate 08/01/12 AMW 08/01/12
Telephone conference with Scott Macaulay regarding compliance certificate; revise form and send out same 0.3 600.00 180.00
Communicate via email with Sara Barr and Scott Macaulay regarding Canadian vehicle identification numbers (0.1) 0.1 8.2 350.00 0.00 35.00 5,622.50
Revise contract; correspondence with Allied & Buyer parties regarding revised agreement 0.8 525.00 420.00
Conference with Cade Daniel regarding letter of intent for Clarksville site (.6); review letter of intent (.4); revise Sublease to PM at BS and forward same to Ron Goldman
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 (1.7) JEB 08/02/12 AMW 08/02/12 2.7 500.00 1,350.00
Correspondence with Buyer's counsel regarding document revisions 0.2 525.00 105.00
Revise Clarksville letter of intent and forward same to Cade Daniel (.6); conference with Cade Danie to discuss Clarksville letter of intent (.7); finalize Clarksville letter of intent (.3) JEB 1.6 500.00 800.00
08/06/12
Review subtenant comments from Phoennix Marine for sublease at Brooklyn (.3); prepare correspondence to Jonathan David regarding Phoenix Marine Sublease (.2) JEB 0.5 500.00 250.00
08/07/12 AMW 08/07/12
Correspondence with buyer's counsel regarding open contract issues 0.2 525.00 105.00
Exchange voicemails with Cade Daneil regarding Plaza Automall sublease at Brooklyn (.1); review status of sublease negotiations (.2) JEB 0.3 500.00 150.00
08/08/12 AMW 08/08/12 AMW 08/08/12 AMW 08/08/12 AMW 08/08/12 JEB 08/09/12
Telephone conference with buyers counsel regarding open issues 0.5 Revise contract 0.5 525.00 262.50 525.00 262.50
Correspondence with buyer's counsel regarding revised contract 0.2 525.00 105.00
Revise contract; correspondence to buyers counsel enclosing revisions 0.7 525.00 367.50
Review additional objections from Ron Goldman regarding PM sublease at BS and annotate same (.8) 0.8 500.00 400.00
Revise contract; correspondence with buyer's counsel enclosing revised contract
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 AMW 08/09/12 0.5 525.00 262.50
Review Allied responses on Phoenix Marine Sublease and revise Sublease accordingly (1.2); prepare correspondence to Ron Goldman forward revised Sublease (.2); exchange emails with Ron Goldman to finalize terms of Sublease (.2) JEB 1.6 500.00 800.00
08/10/12 AMW 08/10/12
Correspondence with Cade Daniel regarding title questions 0.3 525.00 157.50
Review issues related to ownership of land located in Dearborn Michigan and corner of Ford Road and Wyoming Road (2.3); prepare correspondence to CD regarding status of title (.3); conference with with Cade Daniel discuss status of title (.3); telephone conference with Ron Goldman regarding logistics of Sublease execution and consent from EDC (.2) JEB 3.1 Revise Plaza AM Sublease (1.8) JEB 1.8 Review/analyze 500.00 900.00 500.00 1,550.00
08/13/12
08/13/12 A104 MEJ 08/13/12 CPR 08/14/12 JEB 08/16/12 AMW 08/16/12
Review issues regarding data storage fees for data from CIT case 0.3 575.00 172.50
Attention to emails regarding Asset Purchase Agreement on Ashland sale (0.9) 0.9 580.00 522.00
Telephone conference with Jorge Lopez regarding Sublease and occupancy issues at Brooklyn site (.7) 0.7 Analyze title policy issues 0.5 525.00 262.50 500.00 350.00
Review emails and correspondence regarding Dealer Storage issues at Brooklyn site and discuss same with Jorge Lopez (.8) JEB 0.8 500.00 400.00
08/17/12 AMW 08/19/12
Correspondence with Cade Daniel regarding miscellaneous title issues 0.4 525.00 210.00
Analyze revisions from buyer's counsel
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 AMW 08/19/12 AMW 08/19/12 AMW 08/20/12 AMW 08/20/12 AMW 08/20/12 Revise contract 0.8 525.00 420.00 Revise contract 0.3 525.00 157.50 0.3 525.00 157.50
Correspondence with Allied parties regarding revisions 0.2 525.00 105.00
Telephone conference with Allied parties regarding proposal to creditors 0.2 525.00 105.00
Attention to revisions to Ashland sale contract (1.0); conference with Shelli Willis re same (0.4); conference with Ezra Cohen regarding same (0.1); conference with Chris Samis (0.2); emails with Allied regarding same (0.4) CPR 2.1 580.00 1,218.00
08/21/12
Telephone call with Cade Daniel regarding issues pertaining to the sale (1.0); emails regarding same (0.5); conference with Ezra Cohen (0.4); review due diligence materials (4.0) CPR 5.9 580.00 3,422.00
08/21/12 AMW 08/21/12 AMW 08/22/12
Telephone conference and correspondence with Cade Daniel regarding structure of purchase agreement 0.4 525.00 210.00
Analyze contract and security for indemnity issue 0.3 525.00 157.50
Exchange emails with NYDOT representatives and Jorge Lopez regarding terms of License Agreement for Brooklyn (.4) JEB 0.4 500.00 200.00
08/22/12 CPR 08/23/12 AMW 08/24/12 AMW
Commence outline of Ashland timeline 5.0 580.00 2,900.00
Correspondence with parties regarding proposal for contract to creditors committee 2.0 525.00 1,050.00
Analyze loan, SNDA and foreclosure dead 0.5 525.00 262.50
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/24/12 AMW 08/27/12 AMW 08/27/12 Correspondence with Cade Daniel regarding effects of foreclosure 0.2 525.00 105.00
Correspondence and telephone conference with Cade Daniel regarding Northlake property foreclosure 0.3 525.00 157.50
Review cases regarding motion to extend time to assume or reject real property leases (1.3); finalize motion (2.8); attention to schedule of landlords to get notice (0.6); review board proposal for asset sale (1.0); finalize and distribute sale timeline (3.0) CPR 8.7 580.00 5,046.00
08/27/12 JEB 08/27/12 JEB 08/28/12
Review First Amendment to License Agreement for NYDOT occupancy at Brooklyn 1.1 500.00 550.00
Correspondence to David Fenchel forwarding same 0.2 500.00 100.00
Review Cade Daniels comments to timeline and revise (0.5); telephone call with Gary Sheehan and Cade Daniel regarding same (0.7); revise timeline and distribute (1.0); conference with Derek Walker at Yucaipa regarding sale issues (0.4); email regarding same (0.2) CPR 2.8 580.00 1,624.00
08/28/12 JEB 08/28/12 JEB 08/28/12 JEB 08/28/12 JEB 08/28/12 JEB
Review comments from EDC regarding Phoenix Marine sublease at Brooklyn 0.2 500.00 100.00
Revise Phoenix Marine Sublease and forward to Ron Adelman 0.9 500.00 450.00
Exchange e-mails with Jorge Lopez regarding NYDOT License at Brooklyn 0.6 500.00 300.00
Review and revise NYDOT proposed revisions to First Amendment 1.2 500.00 600.00
Correspondence to David Fenchel forwarding revised NYDOT Amendment 0.3 500.00 150.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/28/12 JEB 08/28/12 JEB 08/28/12 JEB 08/29/12 JEB 08/29/12 JEB 08/29/12 JEB 08/29/12 JEB 08/29/12 JEB 08/29/12 AMW 08/29/12 AMW 08/29/12 AMW 08/30/12 Revise Plaza Automall Sublease at Brooklyn 0.4 500.00 200.00
Telephone conference with David Fenchel regarding expiration date of License and related revisions 0.4 500.00 200.00
Telephone conference with Jorge Lopez regarding expiration date 0.2 500.00 100.00
Exchange e-mails with Jorge Lopez regarding NYDOT License at Brooklyn 0.3 500.00 150.00
Revise Amendment and discuss same with David Fenchel 0.7 500.00 350.00
Exchange e-mails with Ron Addison and Jorge Lopez regarding Sublease to Phoenix Marine at Brooklyn 0.4 500.00 200.00
Review and make further revisions to David Fenchel's comments to License Agreement 0.3 500.00 150.00
Correspondence to Will Pleace regarding site plans for Brooklyn 0.2 500.00 100.00
Correspondence regarding status of contract with Allied and buyer parties 0.3 525.00 157.50
NORTHLAKE: Analyze security deposit issues 0.4 525.00 210.00
Telephone conference with Cade Daniel regarding same 0.4 525.00 210.00
Review comments from Gary Sheehan and Cade Daniel to Ashland timeline and revise same (1.5); review relevant terms of existing purchase agreement (0.5) CPR 2.0 580.00 1,160.00
08/30/12
Correspondence to Donald Goldman regarding commencement date issues for Phoenix Marine Sublease at Brooklyn
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 JEB 08/30/12 JEB 08/30/12 JEB 08/31/12 0.2 500.00 100.00
Telephone conference with David Fenchel regarding consent issues and reimbursement obligations 0.4 500.00 200.00
Revise NYDOT License Agreement and forward to David Fenchel 0.3 500.00 150.00
Finalize timeline regarding sale of Ashland, MA property (1.0); distribute timeline to Allied and Allied's environmental counsel (0.3); prepare email distribution with supporting environmental reports, estimates, appraisal and contracts (1.0); telephone call with Michael Burke, counsel to CC, regarding sale of Ashland, MA property (0.4) CPR 2.7 580.00 1,566.00
08/31/12 JEB 08/31/12 JEB 08/31/12 AMW Total B250 Real Estate B260 Board of Directors Matters 08/01/12
Telephone conferences and e-mails among Jorge Lopez and David Fenchel regarding NYDOT License 0.6 500.00 300.00
Correspondence to David Fenchel forwarding executed Amendment 0.1 500.00 50.00
Ashland: Correspondence with Allied parties regarding open issues in contract and status of response to Buyer 0.3 65.4 525.00 0.00 157.50 35,423.00
Review of issues with respect to Canadian directors' charge and conferences thereon with Jennifer Stam and Charles Reagh EHC 1.4 775.00 1,085.00
08/02/12 EHC 08/03/12 JWK 08/03/12
Review and analysis of memoranda with respect to Canadian D & O Charge 1.3 775.00 1,007.50
Review slides for meeting and various emails concerning same 0.4 775.00 310.00
Review of Nova Scotia law of unlimited liability corporations and preparation of memorandumon director liability (1.1) conferences thereon with Jennifer Stam, John Blount,
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 Charles Reagh, and Jeff Kelley (1.0); preparation of memorandum on labor issues ( 1.1) EHC 08/03/12 JWC 08/06/12 3.2 775.00 2,480.00
Review of Board of Directors slides for purposes of upcoming board meeting 0.5 580.00 290.00
Research of liability of directors of Canadian corporations (3.1); preparation of memorandum and of motion addressing directors' charge (2.6); conferences thereon with Ronald Snyder and Jennifer Stam (.9) EHC 6.6 775.00 5,115.00
08/06/12
Conference with Allied directors, Allied officers, Rothschild Representatives and Troutman attorneys about all current issues (1.0); conferences thereon with Jeff Kelley and Jeff Cavender (.3) EHC 1.3 775.00 1,007.50
08/06/12 JWK 08/06/12 JWK 08/07/12
Review of slides for Board meeting 0.5 775.00 387.50
Participate in board meeting and follow-up with TS team 1.3 775.00 1,007.50
Legal research and preparation of memorandum on director liability in Canada (2.6); conferences with and messages to and from Ron Snyder of Gowlings about director liability (.8); conference thereon with Adam Harris, Joe Latham, Vickie LaPore, Jennifer Stam, and John Blount (.4); further conference with Jennifer Stam (.3) EHC 4.1 775.00 3,177.50
08/08/12 EHC 08/10/12 EHC 08/12/12 EHC 08/13/12
Review of memoranda and messages with respect to directors' charge 0.4 775.00 310.00
Review of developments with respect to negotiations with CAW about directors' charge for Allied Canada 0.4 775.00 310.00
Message to Jennifer Stam about employee action against D & O policy insuring Canadian directors 0.5 775.00 387.50
Review of proposed Canadian charge and conference thereon with Jennifer Stam (.7); revision of proposed term
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 sheet and order (2.0) EHC 08/14/12 EHC 08/17/12 2.8 775.00 2,170.00
Revision of proposed term sheet and order for Severance Charge in Canada and messages thereon to Jennifer Stam 1.0 775.00 775.00
Review of proposed Canadian order to establish directors' charge and message to and from Jennifer Stam thereon (.6) conference thereon with Jennifer Stam and John blount (.4); review of article thereon (.7) EHC 1.7 775.00 1,317.50
08/17/12 EHC 08/26/12 JWK 08/27/12 A104 MEJ 08/28/12 A101 MEJ 08/28/12 A107 MEJ Total B260 Board of Directors Matters Summary of B200 OPERATIONS Communicate (other outside counsel) Review/analyze
Review of cases on claims arising from defined benefit plans 1.5 775.00 1,162.50
Review BOD presentation and various emails concerning same 0.4 775.00 310.00
Review draft Board of Directors presentation materials in preparation for Board meeting/call 0.6 575.00 345.00
Plan and prepare for Prepare for Board of Directors call, including analysis of potential transaction 1.6 575.00 920.00
Participate in Board of Directors telephonic meeting 1.1 32.6 575.00 0.00 632.50 24,507.50
194.1 CLAIMS AND PLAN B320 Plan and Disclosure Statement 08/14/12 CPR 08/15/12 CPR 08/17/12
0.00
112,449.00
Continue to draft disclosure statement (2.9) 2.9 580.00 1,682.00
Continue to draft disclosure statement (5.8) 5.8 Draft motion to extend exclusivity 580.00 3,364.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 BRC 08/27/12 EHC 08/29/12 JWK 08/31/12 EHC 08/31/12 BRC Total B320 Plan and Disclosure Statement Summary of B300 CLAIMS AND PLAN 16.5 BANKRUPTCY-RELATED ADVICE B410 General Bankruptcy 08/27/12 MRB 08/28/12 MRB 08/28/12 MRB 08/29/12 MRB 08/30/12 Research issues related to removal of certain actions; conference with Jonathan Davis regarding same (0.2) 3.4 300.00 1,020.00 0.00 9,253.50 1.3 250.00 325.00
Conference with Jonathan Davis with respect to plan structure and analysis of alternatives thereto 0.4 775.00 310.00
Telephone call with John Blount concerning status and strategy and various emails concerning same 0.9 775.00 697.50
Revision of motion for extension of exclusive period for filing plan 3.0 775.00 2,325.00
Draft motion to extend exclusivity period 2.2 16.5 250.00 0.00 550.00 9,253.50
Conference with Michael Johnson regarding CIT litigation (0.1); research regarding same 0.6 300.00 180.00
Conference with Jonathan Davis regarding various litigation matters (0.2); research regarding same 1.2 300.00 360.00
Research removal issues and draft motion to extend deadline to remove civil actions 3.6 300.00 1,080.00
Communicate with Jonathan Davis regarding outstanding litigation (0.2); draft and revise motion to extend time for removal of actions MRB 1.8 300.00 540.00
08/31/12 BRC
Draft motion to extend time for removal (2.1); confer with Ezra Cohen regarding same (0.2) 2.4 250.00 600.00
IN ACCOUNT WITH

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/12 08/31/12 Communicate with Jonathan Davis and Ben Carlsen regarding removal motion (0.5); attention to various emails from Jonathan Davis regarding same (0.2); review and revise removal motion MRB 08/31/12 EHC Total B410 General Bankruptcy Summary of B400 BANKRUPTCY-RELATED ADVICE 17.6 0.00 5,967.50 2.9 300.00 870.00
Review of Ryder transactions (1.2); revision of motion to extend time for removal (.5) 1.7 17.6 775.00 0.00 1,317.50 5,967.50
Total Fees
339,740.00
IN ACCOUNT WITH

TIMEKEEPER TIME SUMMARY THROUGH 08/31/12 Name R D Allen J R Anderson S C Arnold J R Banish M R Brooks J E Buehner J R Calvert B R Carlsen J W Cavender E H Cohen T B Dempsey H H Dempster A M Farley B K Feuer J E Holloway M E Johnson J W Kelley S E Lewis D M Madison G B Manishin A J Reyes C P Richter F R Rimer S S Roach J E Schutz A H Stuart T Townsend A M Willis J A Wood Hours 0.3 5.2 2.0 3.9 162.7 23.3 1.7 45.0 39.2 126.5 6.1 6.7 0.5 19.5 6.4 78.2 31.7 1.0 11.9 8.0 0.4 66.2 5.3 1.3 5.1 1.5 0.4 11.7 0.2 Amount 58.50 1,300.00 450.00 2,535.00 48,810.00 11,650.00 306.00 11,250.00 22,736.00 98,037.50 3,355.00 4,020.00 300.00 1,657.50 3,008.00 44,965.00 24,567.50 650.00 3,391.50 5,800.00 114.00 38,396.00 2,252.50 390.00 2,805.00 652.50 70.00 6,142.50 70.00
IN ACCOUNT WITH

FOR COSTS AND EXPENSES INCURRED THROUGH 09/28/12 Date Description Amount 444.60
08/07/12 Airfare Costs VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/25- Allied's trip expenses 08/08/12 Airfare Costs VENDOR: Delta Air Lines, Inc. INVOICE#: 078102281 DATE: 7/24/2012 Travel Date:07/25/2012 Routing:OATLOPHL ATL Passenger Name:COHEN/EZRA.H 08/08/12 Airfare Costs VENDOR: Delta Air Lines, Inc. INVOICE#: 078102281 DATE: 7/24/2012 Travel Date:07/18/2012 Routing:N/A Passenger Name:COHEN/EZRA.H 08/07/12 Hotel VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/25- Allied's trip expenses 08/07/12 Meals and Entertainment VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/26Breakfast 08/07/12 Meals and Entertainment VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/26Lunch w/Scott Macaulay 08/02/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 269974 DATE: 7/27/2012 Date: 07/26/2012; Job Code: REYES; To: COBB SUPERIOR COURT 08/02/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 269974 DATE: 7/27/2012 Date: 07/23/2012; Job Code: REYES; To: COBB SUPERIOR COURT 08/17/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 270210 DATE: 8/10/2012 Date: 08/08/2012; Job Code: BROOKS; To: ALLIED SYSTEMS HOLDINDS 08/17/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 7312012 DATE: 7/31/2012 Professional Services 08/20/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 6302012 DATE: 6/30/2012 Professional Services
444.60
38.00
328.90
35.00
41.00
37.10
95.64
54.78
53.70
64.50
IN ACCOUNT WITH

08/20/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 6302012 DATE: 6/30/2012 Professional Services 08/31/12 Professional Services PAYEE: Thelma Fox, Petty Cash; REQUEST#: 390278; DATE: 8/31/2012. GOGO Internet 08/20/12 Search Costs PAYEE: Bank of America; REQUEST#: 388948; DATE: 8/20/2012. UCC Search Costs (GSCCCA) - Barrow, Dekalb, Fulton Co. 08/07/12 Taxi/Train/Parking VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/2507/26- Allied's trip expenses 08/07/12 Travel Expenses VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/2507/26- Allied's trip expenses 09/28/12 Travel Expenses VENDOR: Cohen, Ezra H.; INVOICE#: 0807012COHEN2; DATE: 8/7/2012 Travel Expenses while traveling to Philly for Allied 7/25/12 08/29/12 Witness Fees & Expenses Cancellation of: Witness Fee
4.95
78.30
202.40
16.00
60.00
-25.00 Total: 2,033.27 $341,773.27
Total Fees & Costs:
IN ACCOUNT WITH

TIME SUMMARY BY PHASE AND TASK THROUGH 08/31/12 Hours

B100 ADMINISTRATION
Amount
B110 B120 B130 B140 B150 B160 B170 B185 B190
Case Administration Asset Analysis and Recovery Asset Disposition Relief from Stay-Adequate Protection Proceedings Meetings of and Communications with Creditors Fee/Employment Applications Fee/Employment Objections Assumption/Rejection of Leases and Contracts Other Contested Matters Total B100
38.5 0.7 25.4 5.5 237.2 23.9 91.0 20.6 0.9 443.7
20,043.50 444.50 15,854.50 3,365.50 95,138.50 9,824.50 59,527.50 7,527.50 344.00 212,070.00
B200
OPERATIONS
B210 B220 B230 B250 B260
Business Operations Employee Benefits/Pensions Financing/Cash Collections Real Estate Board of Directors Matters Total B200
41.6 46.3 8.2 65.4 32.6 194.1
17,583.50 29,312.50 5,622.50 35,423.00 24,507.50 112,449.00
B300
CLAIMS AND PLAN
B320
Plan and Disclosure Statement Total B300
16.5 16.5
9,253.50 9,253.50
B400
BANKRUPTCY-RELATED ADVICE
B410
General Bankruptcy Total B400
17.6 17.6
5,967.50 5,967.50

Payment Remittance Address
ATTORNEYS AT L AW A LIMIT ED L IABILIT Y PARTNER SHIP F E D E R A L ID N o . 5 8 - 0 9 4 6 9 1 5
Electronic Payments
Wells Fargo Bank, N.A., Atlanta, Georgia ACH/ABA #061000227 WIRE/ABA #121000248
Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652
Office Location: 600 Peachtree Street, NE Suite 5200 Atlanta, GA 30308-2216
To Credit Troutman Sanders LLP Operating Account #2052700305792 Reference Attorney: J W Kelley Reference Client: 002872 From International Locations please add Swift Address/Code: WFBI US 6S
Billing Inquiries: 404-885-2508
Allied Systems Holdings, Inc. Attn: John F. Blount 2302 Parklake Dr NE Ste 600 Atlanta, GA 30345-2918
Invoice Date Submitted by Direct Dial Invoice No. File No.
09/28/12 J W Kelley 404-885-3383 1449272 002872
Total Amount Billed Less On Account Balance Applied
$341,773.27 -$444.60
Total Amount of This Invoice
$341,328.67
Summary of Additional Outstanding Invoices by Client as of 09/28/12 Date 07/31/12 08/09/12 Invoice No. 1440205 1440870 Amount $347,311.43 $285,339.72 $632,651.15 Credits $-279,691.63 $-229,095.72 -508,787.35 Balance $67,619.80 $56,244.00 $123,863.80
TO ENSURE PROPER CREDIT, PLEASE RETURN THIS PAGE WITH PAYMENT. THANK YOU!
EXHIBIT B
20137834v2
RLF1 7277594v.1
IN ACCOUNT WITH

08/07/12 Airfare Costs VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/25- Allied's trip expenses 08/08/12 Airfare Costs VENDOR: Delta Air Lines, Inc. INVOICE#: 078102281 DATE: 7/24/2012 Travel Date:07/25/2012 Routing:OATLOPHL ATL Passenger Name:COHEN/EZRA.H 08/08/12 Airfare Costs VENDOR: Delta Air Lines, Inc. INVOICE#: 078102281 DATE: 7/24/2012 Travel Date:07/18/2012 Routing:N/A Passenger Name:COHEN/EZRA.H 08/07/12 Hotel VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/25- Allied's trip expenses 08/07/12 Meals and Entertainment VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/26Breakfast 08/07/12 Meals and Entertainment VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/26Lunch w/Scott Macaulay 08/02/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 269974 DATE: 7/27/2012 Date: 07/26/2012; Job Code: REYES; To: COBB SUPERIOR COURT 08/02/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 269974 DATE: 7/27/2012 Date: 07/23/2012; Job Code: REYES; To: COBB SUPERIOR COURT 08/17/12 Outside Courier Services VENDOR: Georgia Messenger Service, Inc. INVOICE#: 270210 DATE: 8/10/2012 Date: 08/08/2012; Job Code: BROOKS; To: ALLIED SYSTEMS HOLDINDS 08/17/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 7312012 DATE: 7/31/2012 Professional Services 08/20/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 6302012 DATE: 6/30/2012 Professional Services
444.60
38.00
328.90
35.00
41.00
37.10
95.64
54.78
53.70
64.50
IN ACCOUNT WITH

08/20/12 Professional Services VENDOR: Pacer Service Center INVOICE#: 6302012 DATE: 6/30/2012 Professional Services 08/31/12 Professional Services PAYEE: Thelma Fox, Petty Cash; REQUEST#: 390278; DATE: 8/31/2012. GOGO Internet 08/20/12 Search Costs PAYEE: Bank of America; REQUEST#: 388948; DATE: 8/20/2012. UCC Search Costs (GSCCCA) - Barrow, Dekalb, Fulton Co. 08/07/12 Taxi/Train/Parking VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/2507/26- Allied's trip expenses 08/07/12 Travel Expenses VENDOR: Cohen, Ezra H.; INVOICE#: 080712COHEN; DATE: 8/7/2012 - 07/2507/26- Allied's trip expenses 09/28/12 Travel Expenses VENDOR: Cohen, Ezra H.; INVOICE#: 0807012COHEN2; DATE: 8/7/2012 Travel Expenses while traveling to Philly for Allied 7/25/12 08/29/12 Witness Fees & Expenses Cancellation of: Witness Fee
4.95
78.30
202.40
16.00
60.00
-25.00 Total: 2,033.27 $341,773.27
Total Fees & Costs:

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

,1 Debtors. Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

Troutman Sanders, LLP

Hourly Billing Rate (including changes) $775.00

Total Hours Billed

Name of Professional Individual

Hourly Billing Rate (including changes) $525.00

Total Hours Billed

Name of Professional Individual

Anderson, Jay Rosamond, Jr.

Arnold, Susan C. Roach, Stephen Smith

Hourly Billing Rate (including changes) $250.00

Total Hours Billed

Name of Professional Individual

Hourly Billing Rate (including changes) $350.00

Total Hours Billed

$58.50 $339,740.00 $339,740.00 $337,504.00 671.90 $ 505.64

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

Case Administration (B110) Fees: $20,043.50 Total Hours: 38.5

Fee/Employment Applications (B160) Fees: $9,824.50 Total Hours: 23.9

Business Operations (B210) Fees: $17,583.50 Total Hours: 41.6

STATEOFGEORGIA COUNTY OF FULTON

SWORN AND SUBSCRIBED before me

TROUTMAN SANDERS LLP

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

FEDERAL ID NO . 58-0 946 91 5

600 Peachtree Street, NE Suite 5200 Atlanta, GA 30308-2216

BIL L IN G IN Q U IR I ES: 404-885-2508

Invoice Date Submitted by Direct Dial Invoice No. File No.

09/28/12 J W Kelley 404-885-3383 1449272 002872.111292

Chapter 11 $339,740.00 $2,033.27 - $444.60 Total Amount of This Invoice $341,328.67

Accounts Receivable as of 09/28/12

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

08/03/12 EHC 08/04/12 JWC 08/06/12 JWC 08/07/12

Review of summary of deadlines in the Chapter 11 cases 0.2 580.00 116.00

08/07/12 A106 MEJ 08/07/12 A105 MEJ

Communicate (in firm)

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

08/09/12 JWK 08/09/12 JWK 08/09/12

Various emails concerning SOFA inquiry 0.3 775.00 232.50

08/09/12 JWK 08/13/12 JWC

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

Review and edit letter to National Fuel 1.6 250.00 400.00

Email correspondence regarding audited statements (0.2) 0.2 650.00 130.00

08/17/12 EHC 08/17/12 CPR 08/20/12 BRC 08/20/12 JES

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

TT 08/28/12 BRC 08/30/12

Review of email from Michael Johnson

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

Review of open issues and next steps 0.5 775.00 387.50

Review CIM and email from S. Lewis

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11

Emails to/from S. Lewis regarding potential transaction 0.2 725.00 145.00

Internal call concerning transaction issues 0.4 725.00 290.00

Email to M. Portnoy regarding potential transaction 0.2 725.00 145.00

TROUTMAN SANDERS LLP

Allied Systems Holdings, Inc. Chapter 11