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: Oct. 29, 2012 at 4:00p.m. ) Hearing Date: Only if an objection is filed

SUMMARY OF THIRD MONTHLY APPLICATION OF CONWAY MACKENZIE, INC. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM AUGUST 1, 2012 THROUGH AUGUST 31, 2012 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is an: X monthly Conway MacKenzie, Inc. ("CM") Official Committee of Unsecured Creditors (the "Committee") June 25, 2012 (nunc pro tunc) August 1, 2012 through August 31, 2012 (the "Compensation Period") $59,437.95 (80% = $47,550.36)

$72.60

interim

_ _ final application.

Compensation for the time expended for preparation of this fee application will be requested in a subsequent fee application. This is CM's third monthly fee application in these cases.

The debtors in the above-captioned cases (collectively, the "Debtors"), 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. (582201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0I69283); Allied Systems, Ltd. (L.P.) (581710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (380436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

FEE SUMMARY FOR THE PERIOD FROM AUGUST 1, 2012 THROUGH AUGUST 31, 2012
Name of Professional Person
Timothy A. Turek Michael A. Fixler John B. Pidcock Robert H. Barnett Matthew J. Davidson

Title
Managing Director Managing Director Managing Director Managing Director Director

Hourly Billing Rate

$508.50 $445.50 $409.50 $400.50 $310.50

Total Billed Hours

16.00 8.20 100.20 8.10 8.60 141.10

Total Compensation
$8,136.00 $4,059.00 $41,031.90 $3,244.05 $2,967.00 $59,437.95

TOTAL

GRAND TOTAL:

$ 59,437.95 Fees 141.1 0 Hours 421.25 Per Hour BLENDED RATE: $

Prior Applications Filed

Date Filed
09/17/2012 09/18/2012

Period Covered
6/25/2012 - 6/30/2012 7/1/2012-7/31/2012

Fees
$4,951.80 $91,637.10

Expenses
$18.95 $1,263.27

Date Approved
Pending Pending

Approved Fees

Approved Expenses

COMPENSATION BY PROJECT CATEGORY AUGUST 1, 2012 THROUGH AUGUST 31, 2012

Project Category
Accounting I Auditing Asset Sale & Disposition Case Administration Claims Analysis Fee I Employment Applications Financing Meet I Conference

Total Hours Billed

50.40 13.60 3.90 1.10 3.10 17.30 51.70

Total Compensation
$20,397.75 $5,825.25 $1,597.05 $476.10 $1,497.15 $7,262.55 $22,382.10

TOTAL

141.10

$59,437.95

EXPENSE SUMMARY AUGUST 1, 2012 THROUGH AUGUST 31, 2012

Expense Category
Communications

Total Expenses
$72.60

TOTAL

$72.60

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: Oct. 29, 2012 at 4:00 p.m. ) Hearing Date: Only if an objection is filed

THIRD MONTHLY APPLICATION OF CONWAY MACKENZIE, INC. FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE OFFICICAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM AUGUST 1, 2012 THROUGH AUGUST 31, 2012

Conway MacKenzie, Inc. ("CM" or the "Applicant"), financial advisor for the Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc., et al. (the "Committee"), hereby submits its application, pursuant to 11 U.S.C. 330, 331 and 503(b)(4), Rule 2016 of the Federal Rules of Bankruptcy Procedure, Del. Bankr. L.R. 2016-2, and the Order Establishing
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (Docket No. 215) (the "Interim Compensation Order"), for a

monthly allowance pursuant to the Interim Compensation Order with respect to compensation for professional services rendered as financial advisor for the Committee in the amount of $59,437.95 (80% of which is $47,550.36), together with reimbursement for actual and necessary expenses incurred in the amount of $72.60 for a total of $59,510.55, during the period from

The debtors in the above-captioned cases (collectively, the "Debtors"), 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. (582201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (581710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (380436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

August 1, 2012 through and including August 31, 2012 (the "Fee Period"). In support of this Application, CM respectfully represents as follows:

FACTUAL BACKGROUND
1.

On May 17, 2012, certain of the Debtors' prepetition lenders filed involuntary

bankruptcy petitions against Allied Systems Holdings, Inc. ("Allied") and its subsidiary, Allied Systems, Ltd. (L.P.) Systems under chapter 11 of title 11 of the United States Code in this Bankruptcy Court. On June 10, 2012 (the "Petition Date"), the remaining Debtors filed

voluntary petitions in this Court, and, in connection therewith, Allied and Systems consented to the involuntary petitions filed against them. 2. The Debtors have continued in possession of their property and have continued to

operate and manage their businesses as debtors in possession pursuant to sections 11 07 (a) and 1108 of the Bankruptcy Code. On June 11, the Court entered an order jointly administering the Chapter 11 Cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") for procedural purposes only. 3. On June 19, 2012, the United States Trustee (the "Trustee") appointed the

following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund; (c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d) General Motors, LLC. 4. On June 25, 2012, the Committee selected CM as its financial advisor, subject to This Court approved the retention of CM as financial to the

the approval of the Court.

Committee nunc pro tunc to June 25, 2012 (the "Retention Date") by order dated August 13, 2012 (Docket No. 346).

BASIS FOR THE MONTHLY FEE APPLICATION

5.

Pursuant to this Application, Applicant seeks compensation for the services

rendered and reimbursement of expenses incurred by Applicant as Financial Advisor to the Committee during the Fee Period. The amount of fees sought by Applicant for services rendered during the Fee Period is $59,437.95, representing 141.10 hours in professional time for such services, which equates to a blended rate of $421.25 per hour. Applicant also requests

reimbursement of actual and necessary expenses incurred by Applicant during the Fee Period in connection with these services in the amount of $72.60. 6. Applicant has received no payments or promises of payment from any source

other than as provided in the Bankruptcy Code for services rendered or to be rendered in any capacity whatsoever in these cases. There is no agreement or understanding between CM and any other person for the sharing of compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. The services for which compensation is being sought by CM were rendered for and on behalf of the Committee and not for or on the behalf of any other interested party in this bankruptcy proceeding. 7. A detailed breakdown of the hours expended by each of Applicant's professionals

with respect to specific matters Applicant has handled on behalf of the Committee is set forth in Exhibit A to this Application. In addition, in accordance with the requirements of Del. Bankr. L.R. 2016-2, a summary of the total hours expended by each of Applicant's professionals on all matters covered in this Application is set forth in the cover pages to this Application.

EXPENSES INCURRED BY APPLICANT

7. Applicant has incurred out-of-pocket expenses in the amount of $72.60 in These

connection with the services it provided to the Committee during the Fee Period.

expenses were incurred for items not included in Applicant's hourly rates, including telephone charges. Applicant submits that all such expenses are necessary and actual expenses for the performance of its services in these cases. 8. A detailed list of Applicant's expenses incurred in connection with rendering In

services to the Committee during the Fee Period is incorporated into Exhibit A hereto.

addition, a breakdown by category of all expenses incurred by Applicant is included in the cover pages to this Application, in accordance with the requirements of Del. Bankr. L.R. 2016-2. In a future fee application, CM may seek reimbursement of additional expenses advanced or incurred on behalf of the Committee during this Fee Period that do not appear on Exhibit A.

GENERAL DESCRIPTION OF SERVICES RENDERED

9. CM has advised the Committee with respect to various matters in connection with

these cases and has performed all necessary professional services that are described and narrated in detail hereafter. The services performed were reasonable and necessary for the administration of these cases and were beneficial at the time the services were rendered. All services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed. 10. The compensation requested is consistent with the nature and extent of the

services rendered during the Fee Period, the size and complexity of the cases, the time, labor and special expertise required, and other related factors. The compensation requested is reasonable based on the customary compensation charged by comparably skilled practitioners in this and

other firms in non-bankruptcy cases. As such, CM submits that the compensation requested is reasonable within the meaning of sections 330 and 331 of the Bankruptcy Code. 11. Set forth below is a general description and summary of the services by category

performed by CM during the Fee Period. The summary is intended only to highlight the general categories of services performed by CM on behalf of the Committee. A detailed description of all the work performed is set forth on Exhibit A to this Application. 12.
Accounting & Auditing (50.40 hours; $20,397.75).

This category includes

matters related to review and analysis of financial information and preparation of reports thereon for the Committee. 13.
Asset Sale & Disposition (13.60 hours; $5,825.25).

This category includes

matters related to the disposition of property of the estate. 14.

Case Administration (3. 90 hours; $1,597 .05). This category includes all matters

related to the administration of these bankruptcy cases, including monitoring the docket and reviewing and analyzing pleadings. 15.
Claims Analysis (1.1 0 hours; $4 76.1 0). This category includes all matters related

analyzing claims and ongoing and potential litigation. 16.

Fee I Employment Applications (3 .1 0 hours; $1,497 .15). This category includes

all matters related to preparing CM fee applications. 17.

Financing (17.30 hours; $7,262.55). This category includes all matters relating

to analysis, negotiation and documentation of debtor in possession financing and postconfirmation financing, all cash collateral issues and related pleadings. 18.
Meeting I Conference (51.70 hours; $22,382.10).

This category includes all

matters related to calls with the Committee and its professionals, and any other creditors.

INTERIM NATURE OF COMPENSATION

19.

Pursuant to the Interim Compensation Order, Applicant requests that, upon the

expiration of the objection deadline in respect of this Application and Applicant's filing of a certificate of no objection, the Debtors be authorized to pay Applicant an amount equal to 80 percent of the fees and 100 percent of the expenses requested in this Application
CONCLUSION

20.

The undersigned has reviewed the requirements of Del. Bankr. L.R. 2016-2 and

certifies to the best of his information, knowledge and belief that this Application complies with the requirements of Del. Bankr. L.R. 2016-2. The compensation sought by Applicant is based on the normal hourly rates charged by Applicant for work of this character. The services rendered by Applicant to the Committee were necessary and appropriate. The amount of compensation sought by CM is consistent with the factors enumerated in 11 U.S.C. 330, in that the amount sought is reasonable compensation for actual, necessary services rendered by the Applicant taking into account all relevant factors, including time spent on such services; the rates charged for such services; the complexity, importance, and nature of the problem, issue or task addressed; and the customary compensation charged by comparably skilled practitioners in cases other than cases under the Bankruptcy Code.
WHEREFORE, Applicant respectfully requests that this Court (i) approve this

Application; (ii) approve the monthly allowance of compensation for professional services that were rendered by CM to the Committee during the period from August 1, 2012 through and including August 31, 2012 in the amount of $59,437.95; (iii) approve the reimbursement of CM' s expenses incurred in connection with the rendering of such services in the amount of $72.60; (iv) authorize the Debtors to remit to Applicant all amounts due and owing in accordance

with the Interim Compensation Order, and (v) grant such other and further relief as this Court may deem just and proper.

Dated: October 8, 2012

Respectfully submitted,
CONWAY MACKENZIE, INC.

Is/ Timothy A. Turek Timothy A. Turek 77 West Wacker Drive, Suite 4000 Chicago, IL 60601 Telephone: (312) 220-0100

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

) ) ) ) ) ) ) )

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

Objection Deadline: Oct. 29, 2012 at 4:00 p.m. Hearing Date: Only if an objection is filed

NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on October 8, 2012, Conway MacKenzie, Inc. filed the attached Third Monthly Application of Conway MacKenzie, Inc. Compensation for Services Rendered and Reimbursement of Expenses as Financial Advisor to the Official Committee of Unsecured Creditors for the Period from August 1, 2012 through August 31, 32012 (the Application) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801 and served so as to actually be received on or before October 29, 2012 at 4:00 p.m. Prevailing

Eastern Time by the following: (l) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake
Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (2) 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); (3) the Office of
1

The debtors in the above-captioned cases (collectively, the Debtors), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

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 (4) 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 A. Hazeltine). PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (D.I. 215), if no Objection is filed and served in accordance with the above procedure, the Debtors will be authorized to pay 80% of the requested fees and 100% of the requested expenses without further order of the Court. Dated: October 8, 2012 Wilmington, Delaware SULLIVAN HAZELTINE ALLINSON LLC /s/ William A. Hazeltine William A. Hazeltine (No. 3294) 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 and SIDLEY AUSTIN LLP Michael G. Burke Brian J. Lohan Dennis Kao 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Matthew A. Clemente One South Dearborn Street Chicago, IL 60603 Tel: (312) 853-7000 Counsel for the Official Committee of Unsecured Creditors 2

Exhibit A

Conway MacKenzie, Inc. Detailed Time Descriptions - Unsecured Creditors Committee ofAllied Systems Holdings, Inc., et. a!. Third Monthly Compensation Application, August 1, 2012 Through August 31, 2012

Date
81112012 81112012 81112012 81112012 81112012

Name
J. Pidcock J. Pidcock T. Turek M. Fixler M. Davidson

Task Code
Accounting I Auditing Accounting I Auditing Accounting I Auditing Accounting I Auditing Accounting I Auditing Accounting I Auditing

Description
Prepare draft UCC presentation, circulate for comments and revise accordingly Continue to prepare draft UCC presentation, circulate for comments and revise accordingly Review and provide comments on draft UCC presentation materials on debtors forecast and going concern sale Review and comment on presentation for UCC on financials and projections Prepare Allied financial and cash projections, various analyses for UCC financial presentation, and presentation for UCC weekly update call Continue to prepare Allied financial and cash projections, various analyses for UCC financial presentation, and presentation for UCC weekly update call

Hours
2.20 0.90 0.50 0.80 2.40

81112012

M. Davidson

2.20

81112012

J. Pidcock

Asset Sale & Review confidentiality agreement, provide comments on Disposition Support same Review Rothschild contact list, prepare follow items, send Asset Sale & Disposition Suppoti to Variant to discuss same Meet I Conference Conduct various calls with CM team on financial report for Meet I Conference Conference with counsel in preparation for UCC call on 812 Meet I Conference Prepare for and participate in coordination call with Sidley in preparation for weekly UCC call in suppoti of financial review of debtors budget and going concern sale process. Meet I Conference Prepare for and hold conference call with Sidley to discuss retention documents, Allied financial performance and sale process Accounting I Review and analyze week 8 budget to actual Auditing Meet I Conference Prepare for and hold conference call with Sidley to discuss retention documents, Allied financial performance and sale process including expectations on initial term sheet Meet I Conference Prepare for and patiicipate in weekly update call with UCC to update on liquidity and financial forecast Meet I Conference Participate in weekly update call with UCC

0.60

81112012

J. Pidcock

0.80

81112012
811/2012

J. Pidcock J. Pidcock T. Turek

0.90 0.70 0.70

81112012

81112012

R. Barnett

0.80

81212012 81212012

J. Pidcock R. Barnett

2.10 0.90

81212012 81212012

M. Davidson M. Fixler

0.90 0.70

81212012

T. Turek

Meet I Conference Prepare for and participate in weekly UCC call, including reviewing CM prepared analysis of debtors forecast and providing going concern sale process update all in suppoti of UCC efforts to maximize recovery value

1.10

Date
81212012 81312012 81312012

Name
J. Pidcock J. Pidcock M. Fixler

Task Code

Description

Hours
1.90 0.40 1.30

Meet I Conference Prepare for and participate in UCC conference call Conference with Rothschild on sale status Accounting I Auditing Review Rothschild buyers list and supplement with Asset Sale & Disposition Support additional potential buyers Meet I Conference Review projections and internal analysis on business Meet I Conference Prepare for and participate in call with UCC member to review additional financial details of debtor and request of further analysis Review Rothschild list of interested parties and research Asset Sale & Disposition Support various other targets Review and analyze recently filed docket items Case Administration Meet I Conference Prepare for and participate in conference call with counsel discussing upcoming UCC call agenda and current issues Meet I Conference Prepare for and participate in call with Sidley to discuss sale of business and financial performance Meet I Conference Prepare for and participate in coordination call between Sidley and CM in support of UCC to review sale process, CCAA matter and objection to D&O coverage, cash flow and other matters Financing Prepare update document on DIP rep01ting and sales I process plus other issues for UCC call Financing Continue to prepare update document on DIP reporting and sales process plus other issues for UCC call. Meet I Conference Prepare for and participate in weekly UCC committee call in which CM provided update on liquidity, going concern sale process including offering memorandum and parties Meet I Conference Prepare for and participate in call with Sidley to review and report on discussions with debtor advisors regarding the going concern sale process and liquidity. Meet I Conference Prepare for and participate in update call with the UCC to discuss financial performance of company and sale process Meet I Conference Conference with Rothschild regarding update on sale Iprocess and stalking horse process Meet I Conference Participate in weekly update call with UCC Meet I Conference Conference with counsel on status of sale process Meet I Conference Prepare for and participate in conference call with Rothschild discussing status of sale process and stalking horse bid Meet I Conference Prepare for and participate in UCC weekly update call

81312012 81312012

J. Pidcock T. Turek

2.10 0.40

81612012

J. Pidcock

2.30

8/712012 8/712012

J. Pidcock

2.30 1.40

J. Pidcock

8/712012 8/712012

R. Barnett T. Turek

0.70 0.50

81812012 81812012

J. Pidcock J. Pidcock

2.10 1.00

81812012

T. Turek

0.60

81812012

T. Turek

0.40

81812012

R. Barnett

0.60

81812012 81812012 81812012 81812012

M. Fixler M. Fixler

0.40 0.20 0.40 1.10

J. Pidcock J. Pidcock

81812012

J. Pidcock

1.00

Date
81812012 81912012 81912012 811012012 811012012 811012012

Name
J. Pidcock J. Pidcock J. Pidcock J. Pidcock
M. Davidson R. Barnett

Task Code

Description

Hours
0.70 2.30 0.70 2.30 1.10 1.20

811012012

J. Pidcock

Meet I Conference Participate in call with counsel on next steps and other case issues Review historical financial information relative to current Accounting I cash budget Auditing Meet I Conference Conduct various calls with counsel on current sale process and next steps Review recent budget to actual including waver, circulate Accounting I Auditing information internally Review of weekly budget versus actual analysis and Accounting I conference with J. Pidcock (CM) regarding same Auditing Review and analyze Allied Confidential Information Accounting I Memorandum and Allied projections and cash report and Auditing subsequent waivers Review Confidential Information Memorandum and Asset Sale & Disposition Support prepare follow up items on same Review and analyze Confidential Information Asset Sale & Disposition Support Memorandum Meet I Conference Conduct various calls with counsel on status of DIP budget Accounting I Auditing Review and analyze recent operational activity and financial performance and prepare follow up items on same

1.40

8/1012012

M. Fixler

0.80

811012012 811312012

J. Pidcock

0.60 2.90

J. Pidcock

811312012

J. Pidcock

Fee I Employment Review and analyze retention order and provide comments Applications on same Case Administration Financing Review various docket items and status report summary

0.80

811412012 811412012

J. Pidcock J. Pidcock

1.60 2.20

811412012

J. Pidcock

811412012

J. Pidcock

8/1412012

J. Pidcock

811512012

J. Pidcock

Review DIP agreement, including covenants related to recent performance and provide follow up items for Rothschild Financing Continue to review DIP agreement, including covenants related to recent performance and provide follow up items for Rothschild Meet I Conference Conduct various communications with Rothschild on company performance and status of sale process and prepare summary analysis on same Meet I Conference Continue various communications with Rothschild on company performance and status of sale process and prepare summary analysis on same Review updated target list, research status of each and Asset Sale & Disposition Support compare to supplemental list supplied to Rothschild Review emails regarding debtors going concern sale plans Asset Sale & Disposition Supp01i and process and cancel call with debtor advisors on same Review and analyze buyer update from Rothschild Asset Sale & Disposition Support Fee I Employment Review trustee comments to CM's retention application and Applications counsel's response to same and discuss same with J. Pidcock (CM)

0.60

2.10

1.00

2.40

811512012

T. Turek

0.20

811512012

M. Fixler

0.20

811512012

T. Turek

0.40

Date
811512012

Name
J. Pidcock

Task Code

Description

Hours
1.80

Meet I Conference Conduct various communications with counsel on revised CNO application wording, process and next steps and review revised CNO and provide comments on same Accounting I Auditing Accounting I Auditing Asset Sale & Disposition Support Review and analyze weekly cash flows analysis, DIP budget and related covenants Review and analyze weekly budget to actual and supporting information Prepare follow up questions and information list to be discussed with Rothschild

811612012 811612012
8/1612012

M. Davidson J. Pidcock J. Pidcock

2.00 2.00 0.80

811612012

J. Pidcock

Meet I Conference Conduct various calls with counsel on fee applications, budget to actual performance and sale process update Accounting I Auditing Financing Accounting I Auditing Review updated historical financials provided by management begin to prepare updated benchmarking Research covenants and prepare summary for counsel

1.20

811712012

J. Pidcock J. Pidcock T. Turek

2.50 2.20 0.40

811712012 812012012

812012012

T. Turek

812012012

T. Turek J. Pidcock

812012012

812012012

T. Turek

Review and respond to UCC member question regarding status of pension plans and correspond with debtors' CFO regarding same Review and respond to questions from UCC member Accounting I regarding debtors foreign subsidiaries and pose email Auditing [questions to debtors CFO on same Respond to UCC member request regarding debtors Accounting I Auditing subsidiary insurance provider Review recently received updated historical financials, Accounting I begin to prepare summary analysis and comparison to Auditing budget Fee I Employment Request June and July 2012 time report and begin Applications preliminary preparation of fee initial fee application Financing Meet I Conference Fee I Employment Applications Financing Financing Financing Meet I Conference Prepare summary schedule of financial information based on recent DIP Budget reporting Conduct various calls with counsel on status of CIM prepared by management target list and next steps Continue adjustment of billing entries to reflect 10% rate reduction per retention agreement and forward to J. Pidcock (CM) for review and final edits Prepare analysis in previous 2 weeks of DIP Cash Budget information Research projection information related to DIP Cash Budget Prepare follow up questions for management regarding DIP Cash Budget Conduct various communications with Rothschild relating to timing of requested information and update call scheduling Prepare for and participate in call with counsel on case status and UCC call agenda discussion Prepare for and participate in UCC professionals call with Sidley to discuss case strategy and coordination of investigation

0.50

0.60 2.50

0.60

812012012

J. Pidcock J. Pidcock T. Turek

1.50 0.90 0.90

812012012 812112012

812112012
812112012 812112012 812112012

J. Pidcock J. Pidcock J. Pidcock J. Pidcock

0.80 1.20 0.50 0.40

812112012
812112012

J. Pidcock T. Turek

Meet I Conference Meet I Conference

1.70 0.80

Date
812112012

Name
T. Turek

Task Code

Description

Hours
0.50

812112012 812112012 812112012 812212012

M. Fixler M. Fixler R. Barnett J. Pidcock

Meet I Conference Conduct calls and emails with industry sources regarding going sale and ability of certain interested parties to complete transaction in a timelv manner Meet I Conference Conference with J. Pidcock (CM) regarding status of case, Meet I Conference Participate in pre-call with counsel in advance of UCC call Meet I Conference Pmticipate in Allied update call with Sidley to discuss sale Prepare draft update repott to be used for UCC update call, Accounting I Auditing circulate to CM team for comment, and update file with comments and circulate to counsel for UCC call Asset Sale & Prepare agenda for discussion with Rothschild and Disposition Support management and participate in conference call with same on recent business activity and sales process status Meet I Conference Prepare for and participate in call with Allied and Rothschild to review financial performance and sale process, including review and analysis of financial reports from Allied Meet I Conference Participate in call with company and Rothschild regarding budget versus actual, sale process and other matters Meet I Conference Participate in update call with UCC regarding case activity, sale approach Meet I Conference Review and comment on presentation for UCC update call Meet I Conference Prepare for and pmticipate in call with debtor's CFO and Rothschild to discuss going concern sale process and financial matters including actual post-petition cash flows versus budget for same Meet I Conference Prepare for and pmticipate in coordination call with Sidley ahead of weekly_ UCC call Meet I Conference Prepare for and patticipate in weekly update call with UCC, including report out on actual versus forecasted cash flows and going concern sale process Meet I Conference Conference with counsel and CM team discussing case updates and upcoming call with UCC Meet I Conference Participate in weekly UCC conference call discussing case updates and next steps Meet I Conference Follow up call with counsel discussing UCC call and next steps Accounting I Finalize financial summary on recently reported financials Auditing with balance sheet information Financing Research DIP covenants at the request of counsel, compare to recent budget and business activity, begin to prepare summary report for future UCC call Meet I Conference Conduct various conferences with counsel on case updates and next steps Meet I Conference Various communications with Rothschild on sale process update Meet I Conference Various communications with counsel on discussions with secured lender

0.30 0.30 0.70 2.20

812212012

J. Pidcock

1.20

812212012

R. Barnett

1.20

812212012

M. Fixler

0.80

812212012 812212012 812212012

M. Fixler M. Fixler T. Turek

0.80 0.20 0.90

812212012 812212012

T. Turek T. Turek

0.40 0.90

812212012 812212012 812212012 812312012 812312012

J. Pidcock J. Pidcock J. Pidcock J. Pidcock J. Pidcock

0.50 1.00 0.60 1.40 2.10

812312012 812312012 812412012

J. Pidcock J. Pidcock J. Pidcock

0.80 0.70 0.70

Date
812712012

Name
J. Pidcock

Task Code
Accounting I Auditing

Description

Hours
2.40

812712012 812712012

J. Pidcock T. Turek

812812012

J. Pidcock

812812012

J. Pidcock

812812012

J. Pidcock

Compile actual financial information from debtor into single file for use in analysis of 13 week cash flown including balance sheet and income statement Create reporting template of company performance for Accounting I Auditing UCC weekly reports Meet I Conference Prepare for and pmticipate in call with Sidley to discuss investigation of Yucaipa and Black Diamond lawsuit regarding 4th Amendment and establish preliminary strategy for same Review Week 10 Budget to Actual analysis from Debtor Accounting I including supporting information and prepare follow up Auditing Iquestions for management Continue to compile financial information for use in Accounting I benchmarking performance and reviewing performance at Auditing direction ofUCC Conference and correspond with Rothschild regarding term Asset Sale & Disposition Support sheet received by debtor Claims Analysis Financing Review draft litigation memo from Sidley and provide comments on same Review ands analyze Yucaipa matters

1.90 0.80

1.30

2.30

1.20

812812012 812812012 812812012 812812012 812912012 812912012

J. Pidcock
T. Turek J. Pidcock R. Barnett J. Pidcock T. Turek

0.80 1.80 0.70 0.80 2.40 0.40

812912012 812912012

M. Fixler T. Turek

Meet I Conference Conference with counsel discussing term sheet information and status of same Meet I Conference Review of financial documents and held update call with Sidley Prepare weekly update rep01t for UCC including Week 10, Accounting I Week 11 and sale process update Auditing Conference and correspond with M. Burke (Sidley) and J. Asset Sale & Disposition Support Pidcock (CM) regarding sale term sheet and Rothschild hearing and propose and coordinate one day delay in weekly UCC update call to have results of hearing and loossible term sheet Claims Analysis Review and analyze Black Diamond litigation matters Fee I Employment Review final data submission for initial fee application and coordinate preparation of same with M. Conner (CM) Applications Research covenant information relative to recent Cash Flow issues at request of counsel Meet I Conference Conference and correspond with counsel on status ofUCC call Finalize UCC update presentation with additional analysis Accounting I and input from CM team and prepare cover email and send Auditing to counsel Meet I Conference Prepare for and participate in UCC conference call Financing Meet I Conference Conference with counsel discussing UCC call and topics to be reviewed Meet I Conference Conference with T. Turek (CM) discussing status of term sheet and agenda of UCC call Meet I Conference Conference with J. Pidcock (CM) ahead ofUCC weekly update call to discuss status of term sheet, Rothschild and coordination of call presentation

0.30 0.40

812912012 812912012 813012012

J. Pidcock J. Pidcock

1.30 1.20 1.60

J. Pidcock

813012012 813012012 813012012 813012012

J. Pidcock
J. Pidcock J. Pidcock T. Turek

1.40 0.60 0.30 0.20

Date
813012012

Name
T. Turek

Task Code

Description

Hours
1.10

813012012

R. Barnett M. Fixler

Meet I Conference Prepare for and participate in weekly update call with UCC, Sidley and CM, including discussion on Rothschild's retention hearing, NY State litigation between Black Diamond and Yucaipa on the 4th amendment and sale process update including discussion on liquidation scenarios Meet I Conference Prepared for and held status update call with UCC Meet I Conference Prepare for and participate in update call with UCC Accounting I Auditing Accounting I Auditing Review and analyze trending of weekly cash flow reporting including each of the subcategories Review and analyze trending of weekly cash flow reporting including top line collections and working capital

1.20 1.10 1.10 1.30

813012012 813112012 813112012

J. Pidcock
J. Pidcock

813112012 813112012
Total Hours

J. Pidcock
J. Pidcock

Accounting I Prepare report regarding trending of weekly cash flow Auditing reporting for UCC Meet I Conference Conference with counsel on status of term sheet

0.70 0.70
141.1

CERTIFICATE OF SERVICE
I, William A. Hazeltine, hereby certify that on the, hereby certify that, on October 8, 2012, I caused one copy of the foregoing to be served upon the parties listed below in the manner indicated.
Via Federal Express John A. Blount Allied Systems Holdings, Inc. 2302 Parklake Drive, Bldg. 15, Ste. 600 Atlanta, Georgia 30345 Via Federal Express Jeffrey W. Kelley, Esq. Troutman Sanders LLP Bank of America Plaza 600 Peach Street, Suite 5200 Atlanta, Georgia, 30308 Via Hand Delivery Mark D. Collins, Esq. Richards, Layton & Finger, P.A. One Rodney Square Wilmington, Delaware 19801 Via Hand Delivery David L. Buchbinder, Esq. United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35 Wilmington, Delaware 19801

Under penalty of perjury, I declare the foregoing to be true and correct.

October 8 2012 Date

Is/ William A. Hazeltine William A. Hazeltine