IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
) Chapter 11
)
) Case No. 12-11564 (CSS)
)
Debtors.
) (Jointly Administered)
)
) Obj. Deadline: October 17, 2012 at 4:00p.m.
) Hearing Date: Only if an objection is filed
SUMMARY OF FIRST MONTHLY APPLICATION OF STIKEMAN
ELLIOTT LLP FOR COMPENSATION FOR SERVICES RENDERED
AND REIMBURSEMENT OF EXPENSES AS CANADIAN COUNSEL
TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
FOR THE PERIOD FROM JULY 5, 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:
Stikeman Elliott LLP ("Stikeman")
Official Committee ofUnsecured Creditors (the
"Committee")
July 5, 2012 (nunc pro tunc)
July 5, 2012 through August 31, 2012 (the
"Compensation Period")
CDN $38,636.60 (80% = CDN $30,909.28)
CDN $589.86
This is an: X monthly __ interim __ final application.
This is Stikemans' first monthly fee application in this case.
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.
FEE SUMMARY FOR THE PERIOD FROM
JULY 5 ~ 2012 THROUGH AUGUST 31
2
2012
Name of Position, Area of Expertise, Year of Hourly Total Total
Professional Person Obtaining License to Practice billing billed Compensation
rate hours (CDN)
(CDN)
Daphne MacKenzie Partner, Banking Group, Admitted in $850 2.25 $1,912.50
Ontario in 1988
Jennifer Legge Partner, Corporate Group, Admitted in $800 3.75 $3,000.00
Ontario in 1992
Alexander Rose Partner, Litigation and Insolvency, $600 48.15 $28,890.00
Admitted in Ontario in 2004 and in New
York and Massachusetts in 2001
Kathleen Chevalier Associate, Employment, Labour and $420 0.42 $176.40
Pension Group, Admitted in Ontario in
2009
Kathryn Esaw Associate, Litigation and Insolvency, $410 4.30 $1,763.00
Admitted in Ontario in 2010
Aaron Kreaden Associate, Litigation Group, $400 5.50 $2,200.00
Admitted in Ontario in 2011
Rebecca Grosz Associate, Corporate Group, Admitted $400 0.53 $212.00
in Ontario in 2011
William Hockin Associate, Employment, Labour and $375 0.50 $187.50
Pension Group, Admitted in Ontario in
2011
Marco Garcia Corporate Search Clerk (Toronto) $240 0.40 $96.00
Beatrice Lorusso Corporate Search Clerk (Toronto) $240 0.83 $199.20
Total (CON) $38,636.60
Total Attorney Hours 66.63
Blended Rate (CON) $579.87
2
COMPENSATION BY PROJECT CATEGORY
JULY 5, 2012 THROUGH AUGUST 31, 2012
Pro.iect Cate2ory Total Hours Billed Total Compensation (CDN)
Case Administration 9.24 $5,401.50
Fee/Employment Applications 15.77 $8,025.70
Asset Investigation 11.54 $7,024.50
Financing 15.75 $10,012.50
Court Hearings 2.67 $1,602.00
Employment Issues 11.66 $6,570.40
Litigation I Adversary Proceedings -0- -0-
Stikemans' Fee Application -0- -0-
Non-Working Travel -0- -0-
TOTAL 66.63 $38,636.60
3
EXPENSE SUMMARY
JULY 5, 2012 THROUGH AUGUST 31, 2012
Expense Category Service Provider Total Expenses
(if applicable) (CDN)
Air Transportation $0.00
Duplicating Charges $0.50
Document Delivery Services $0.00
Ground Transportation $0.00
Research Services $0.00
Meals Out-of-Town $0.00
Overtime Services $0.00
Document Production $0.00
Document Services $0.00
Corporate and Lien Search Services Oncorp Direct; Terio $589.36
Solutions Inc.
Telephone Tolls $0.00
Travel/Lodging $0.00
Messenger Services $0.00
TOTAL $589.86
4
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
) Case No. 12-11564 (CSS)
)
Debtors.
) (Jointly Administered)
)
) Obj. Deadline: October 17, 2012 at 4:00p.m.
) Hearing Date: Only if an objection is filed.
FIRST MONTHLY APPLICATION OF STIKEMAN ELLIOTT LLP FOR
COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF
EXPENSES AS CANADIAN COUNSEL TO
THE OFFICICAL COMMITTEE OF UNSECURED CREDITORS
FOR THE PERIOD FROM JULY 5, 2012 THROUGH AUGUST 31, 2012
Stikeman Elliott LLP ("Stikemans" or "Applicant"), Canadian counsel to 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 ofExpenses 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 attorneys for the Committee in the amount of CDN$38,636.60
(80% of which is CDN $30,909.28), together with reimbursement for actual and necessary
expenses incurred in the amount ofCDN $589.86 for a total ofCDN $39,226.46, during the
I
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, arc: 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.
period from July 5, 2012 through and including August 31, 2012 (the "Fee Period"). In support
of this Application, Stikemans respectfully represents as follows:
FACTUAL BACKGROUND
1. On May 17, 2012, certain ofthe 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 ofthe 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. The Debtors have continued in possession oftheir
prope1iy and have continued to operate and manage their businesses as debtors in possession
pursuant to sections l107(a) and 1108 ofthe 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.
2. 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.
3. This Court approved the retention of Stikemans as Canadian counsel to the
Committee nunc pro tunc to July 5, 2012 (the "Retention Date") by order dated August 22, 2012.
2
BASIS FOR THE MONTHLY FEE APPLICATION
4. Pursuant to this Application, Applicant seeks compensation for the services
rendered and reimbursement of expenses incurred by Applicant as Canadian counsel to the
Committee during the Fee Period. The amount of fees sought by Applicant for services rendered
during the Fee Period is CDN $38,636.60, representing 66.63 hours in professional and
paraprofessional time for such services, which equates to a blended rate of CDN $579.87 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 CDN
$589.86.
5. 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 Stikemans
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 Stikemans 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.
6. A detailed breakdown of the hours expended by each of Applicant's professionals
and paraprofessionals 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 ofthe total hours expended by each of
Applicant's professionals and paraprofessionals on all matters covered in this Application is set
forth in the cover pages to this Application.
3
EXPENSES INCURRED BY APPLICANT
7. Applicant has incurred out-of-pocket expenses in the amount ofCDN $589.86 in
connection with the services it provided to the Committee during the Fee Period. These
expenses were incurred for items not included in Applicant's hourly rates, including, but not
limited to, duplicating charges and corporate search. Applicant submits that all such expenses
are necessary and actual expenses for the performance of its services in these cases, and further
submits that many of such expenses were necessitated by the time constraints under which
Applicant's professionals and staff has operated in these cases.
8. A detailed list of Applicant's expenses incurred in connection with rendering
services to the Committee during the Fee Period is incorporated into Exhibit A hereto. In
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 ofDel. Bankr. L.R. 2016-2. In a
future fee application, Stikemans 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. Stikemans has advised the Committee 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 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
4
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, Stikemans submits that the compensation
requested is reasonable within the meaning of sections 330 and 331 of the Bankruptcy Code.
11. Set fmih below is a general description and summary of the services by category
performed by Stikemans during the Fee Period. The summary is intended only to highlight the
general categories of services performed by Stikemans on behalf of the Committee. A detailed
description of all the work performed is set forth on Exhibit A to this Application.
12. Case Administration (9.24 hours; CDN $5,401.50). This category includes all
matters related to a number of administrative tasks necessary to ensure the efficient
administration of these cases, including (i) managing and administering these cases on a daily
basis, including tracking critical dates, establishing internal procedures for case administration
and docket monitoring; (ii) work and meetings related to (x) multiple matters that were otherwise
not clearly allocable to a more specific billing category, and (y) review and analysis of the
Debtors' first day motions, other than the DIP financing motion; and (iii) meeting and conferring
with parties in interest regarding the case generally and various business matters.
13. Fee/Employment Applications (15.77 hours; CDN $8,025.70). This category
includes all matters related to preparing an application to retain Stikemans as Canadian counsel
to the Committee and the preparation of fee applications during the relevant period.
14. Asset Investigation (11.54 hours; CDN $7,024.50). This category includes all
matters relating to analysis of property ofthe estate, including the investigation of whether
Canadian assets owned by Allied are subject to a perfected security interest.
5
15. Financing (15.75 hours; CDN $10,012.50). This category includes all matters
relating to documentation of debtor in possession financing and post-confirmation financing.
16. Court Hearings (2.67 hours; CDN $1 ,602.00). This category includes all matters
relating to preparation for and attendance at Canadian court hearings.
17. Employment Issues (11.66 hours; CDN $6,570.40). This category includes all
matters related to employee wages, benefits, collective bargaining issues and other employee
matters, including D&O charge issues.
18. Litigation I Adversary Proceedings (0 hours; $0). This category includes
matters related to general litigation in these cases, including the filing and prosecution of any and
all Challenge Actions (as defined in the DIP Order).
19. Stikemans Fee Application (0 hours; $0). This category includes all time spent
preparing, reviewing, filing, circulating and/or relating to monthly invoices and fee applications
for Stikemans.
20. Non-Working Travel (0 hours; $0). This category includes all travel time not
otherwise chargeable.
INTERIM NATURE OF COMPENSATION
21. 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 1 00 percent of the expenses requested in this Application
6
CONCLUSION
22. The undersigned has reviewed the requirements of Del. Bankr. L.R. 2016-2 and
certifies to the best of his information, knowledge and beliefthat 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 Stikemans 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 Stikemans to the Committee during the period from July 5, 2012 through and
including August 31, 2012 in the amount ofCDN $38,636.60; (iii) approve the reimbursement of
Stikemans' expenses incurred in connection with the rendering of such services in the amount of
CDN $589.86; (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.
7
Dated: Toronto, Ontario
September 27, 2012
Respectfully submitted,
STIKEMAN ELLIOTT LLP
Is/ Alexander D. Rose
Alexander D. Rose
5300 Commerce Court West, 199 Bay Street
Toronto, Ontario M5L 1B9
Telephone: (416) 869-5300
Facsimile: (416) 947-0866
Canadian Counsel for the Official Committee of
Unsecured Creditors
8
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
j Chapter 11
) Case No. 12-11564 (CSS)
j (Jointly Administered)
Debtors.
j Obj. Deadline: October 17,2012 at 4:00p.m.
) Hearing Date: Only if an objection is filed
NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on September 278,2012, Stikeman Elliott LLP filed the
attached First Monthly Application of Stikeman Elliott LLP for Compensation for Services
Rendered and Reimbursement of Expenses as Canadian Counsel to the Official Committee of
Unsecured Creditors for the Periodfrom July 5, 2012 Through August 31, 2012 (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 17, 2012 at 4:00p.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 (90-0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); 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 1 00% of the
requested expenses without further order of the Court.
Dated: September 27, 2012
Wilmington, Delaware
SULLIVAN HAZEL TINE ALLINSON LLC
Is/ 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 A venue
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
STIKEMAN ELLIOTT
Stikeman Elliott LLP, Barristers & Solicitors
5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9
Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com
Invoice
G.S.T./H.S.T. NO. 1214111360001
Q.S.T. No.1018978624
Official Committee of Unsecured Creditors of Allied
Systems Holdings, Inc. et al.
September 27,2012
File No. 1332841001
C/0 Central States Funds
9377 W. Higgins Road Invoice No. 51082.14
Rosemont, IL 60018 USA
Attention: Brad Berliner
FOR PROFESSIONAL SERVICES RENDERED in connection with Allied Systems Holdings,
Inc., Allied Systems (Canada) Company, Axis Canada Company for the period up to August 31,
2012.
CASE ADMINISTRATION
Date Timekee12er Description Hours
Jul5, 2012 A. Rose Call with Sidley Austin LLP; review 1.83
documentation on Duff & Phelps website.
Jul10,2012 A. Rose Call with Sidley Austin LLP; review court 1.33
material.
Jul13,2012 A. Rose Review Monitor's reports and motion materials. 1.50
Jul 2.1, 2012 A. Rose Emails with Sidley Austin LLP and review 1.00
background material.
Jul24, 2012 A. Rose Review background material. 1.00
Jul29, 2012 A. Rose Emails with J. Starn. 0.33
Aug6,2012 A. Rose Review of Canadian Court materials 1.00
Aug 15,2012 A. Rose Call with J. Starn; email Sidley Austin LLP. 0.50
Aug 20,2012 K. Esaw Meeting with A Rose for instructions; review 0.75
status of us rroceedings.
TOTAL 9.24
Page 1 of 7
6011186 v4
STIKEMAN ELLIOTT
FEF/EMPLOYMENT APPLICATION
Date Timekee12er DescriQtion Hours
Jul12, 2012 A. Rose Emails re: retainer. 0.50
Jul23, 2012 A. Rose Prepare retainer 0.50
Jul24, 2012 A. Rose Review, revise and email letter; email D. Byers. 0.50
Jul25, 2012 A. Rose Review conflicts issues and comments; call with 1.17
K. Esaw.
Jul29, 2012 A. Rose Review and review application materials and 2.0
retainer letter; call with K. Esaw.
Aug 1,2012 K. Esaw Due diligence re: conflicts check. 1.77
Aug 1,2012 A. Rose Calls with A. Kreaden; call with Sidley Austin 0.83
LLP.
Aug2,2012 A. Kreaden Discussed file with A. Rose and K. Esaw; 4.00
reviewed conflicts checks and created chart re.
same.
Aug 3,2012 A. Rose Review and revise letter and application; email 1.33
Sidley Austin LLP; meet with A. Kreaden re:
support for affidavit.
Aug4, 2012 A. Kreaden Drafted emails re: clarification surrounding 1.5
potential conflicts.
Aug 6,2012 A. Rose Conflicts review process. 0.17
Aug7,2012 A. Rose Call with Sidley Austin LLP; emails re: 1.50
undisclosed matters and conflict issues.
TOTAL 15.77
FINANCING
Date Timekee12er Description Hours
Jul7, 2012 A. Rose Review DIP credit agreement and other materials. 4.50
Jul8, 2012 A. Rose Review and revise DIP credit agreement, draft 4.17
order and other materials.
Jul9, 2012 D.J. MacKenzie Emails with D.J, MacKenzie, A. Rose; review DIP 2.25
credit agreement, consider issues, discuss with A.
Rose.
Page 2 of7
6011186 v4
STIKEMAN ELLIOTT
Date Timekee12er Descri12tion Hours
Jul9, 2012 A Rose Review and revise DIP credit agreement and draft 4.83
order; call with J. Legge; email Sidley Austin LLP;
meet with D. Byers.
TOTAL 15.75
COURT HEARINGS
Date Timekee12er Description Hours
Jul16, 2012 A. Rose Attend court re: approval of second day orders. 2.67
TOTAL 2.67
EMPLOYMENT ISSUES
Date Timekeeper Description Hours
Jul27, 2012 K. Chevalier Review motion materials; call with Alex Rose. 0.42
Jul27, 2012 A. Rose Review motion record and report of the 2.83
information officer; email E. Cobb; email D. Byers
and Sidley Austin LLP; call with K. Chevalier;
review materials re: statutory liability.
Jul28, 2012 A. Rose Review cases and materials re: D&O Charge; 2.50
prepare for call; call with Sidley Austin LLP; email
A. Taylor.
Aug7,2012 A. Rose Email Sidley Austin LLP re: asset searches; email 1.0
Sidley Austin LLP re: D&O charge; call with
counsel.
Aug 15,2012 W. Hockin Discussion with A. Rose; K. Khalfan. 0.17
Aug 16,2012 A. Rose Review public disclosure; meet with W. Hockin; 1.33
email A. Taylor; email Sidley Austin LLP.
Aug 16,2012 A. Rose Meet with Khalfan re: research on D&O issues; 0.50
review memo.
Aug17,2012 W. Hockin Review research re: D&O issues. 0.33
Aug 20,2012 A. Rose Meet with K. Esaw re: D&O Claim, employment 0.33
issues and asset searches.
Aug 23,2012 K. Esaw Research directors' charges in recognition 0.50
proceedings; report findings to A Rose.
Page 3 of 7
60111B6 v4
STIKEMAN ELLIOTT
Date Timekee12er DescriQtion Hours
Aug29,2012 K. Esaw Instructions from A Rose; discussions with S 0.75
McLeod; research law of directors' charges in
recognition proceedings; draft and send email to
A Rose with findings.
Aug30, 2012 A Rose Review of proposed settlement terms; email J. 1.0
Starn.
TOTAL 11.66
ASSET INVESTIGATION
Date Timekee12er Descri 12 tion Hours
Aug7,2012 ].G.G. Legge Emails with A Rose regarding searches. 0.25
Aug 7, 2012 A Rose Call with J. Legge; emails re: location of Canadian 1.0
assets; email Sidley Austin LLP re: asset searches.
Aug8,2012 R. Grosz Receiving instructions from J. Legge; ordering 0.10
searches.
Aug8, 2012 ].G.G. Legge Email to A. Rose regarding searches; cmails with 0.50
R. Grosz.
Aug 9, 2012 J.G.G. Legge Email from B. Lorusso-Taddeo regarding 0.50
searches; received partial history information on
Allied Systems; email to B. Lorusso-Taddeo and
R. Grosz; received search results.
Aug 9, 2012 B. Lorusso-Taddeo Re: Allied Systems (Canada) Company et al; 0.83
conducted PPSA searches in Ontario and Nova
Scotia; reviewed and compared certified results;
obtained summary reports for R Grosz.
Aug9, 2012 A Rose Correspondence with Information Officer re: 0.50
location of Canadian assets; call with E. Cobb.
Aug 10,2012 J.G.G. Legge Email from B. Lorusso-Taddeo with search 0.25
summary; review; emails with A Rose regarding
searches.
Aug 13,2012 R. Grosz Meeting with J. Legge; reviewing search results; 0.43
requesting Bank Act searches and NS surnmaries.
Aug 13,2012 ].G.G. Legge Emails with R. Grosz; office meeting with R. 0.75
Grosz; received search summaries and review;
discuss; email to A Rose.
Aug 13,2012 A Rose Review PPSA search results; call with clerk. 0.67
Page 4 of 7
6011186 v4
STIKEMAN ELLIOTT
Date Timekee12er Descri12tion Hours
Aug 14,2012 M.A. Garcia Conducting Bank Act searches against Allied 0.40
Systems (Canada) Company and Axis Canada
Company.
Aug14, 2012 J.G.G. Legge Telephone calls with A. Rose; emails with A. Rose, 1.50
R. Grosz; discuss PPSA issues; search report
results.
Aug 14, 2012 A. Rose Call Sidley Austin LLP; review PPSA search 1.33
results; calls with J. Legge.
Aug 15,2012 A. Rose Review publicly available materials re: asset 1.0
location and D&O claim.
Aug 22,2012 K. Esaw Review court materials for evidence of property in 0.53
Canada.
Aug 29,2012 A. Rose Review Canadian asset search results and D&O 0.83
issues; meet with K. Esaw.
Aug 30,2012 A. Rose Meet with K. Esaw re: Canadian property search. 0.17
TOTAL 11.54
FEE SUMMARY
Timekee12er Hours RateLHr Amount
K. Chevalier 0.42 $420.00 $176.40
K. Esaw 4.30 410.00 1,763.00
M.A. Garcia 0.40 240.00 96.00
R. Grosz 0.53 400.00 212.00
W. Hockin 0.50 375.00 187.50
A. Kreaden 5.50 400.00 2,200.00
J.G.G. Legge 3.75 800.00 3,000.00
B. Lorusso-Taddeo 0.83 240.00 199.20
D.J. MacKenzie 2.25 850.00 1,912.50
A. Rose 48.15 600.00 28,890.00
FEES
Professional Services CAD $38,636.60
Page 5 of7
6QH186 v4
Description
Photocopies
Total Charges
Description
Corporate Search N/T
STIKEMAN ELLIOTT
CHARGES SUMMARY
DISBURSEMENTS SUMMARY
Other Corporate and Lien Searches
Corporate Search
Total Disbursements
6011186 v4
Total
0.50
CAD $0.50
Total
59.36
470.00
60.00
CAD$589.36
Page 6of7
STIKEMAN ELLIOTT
INVOICE SUMMARY
Invoice No. 5108234
Re: Allied Systems Holdings, Inc., Allied Systems (Canada)
Company, Axis Canada Company
File No. 1332841001
Professional Services
Charges
Disbursements
AMOUNT DUE
STIKEMAN ELLIOTT LLP
Alexander D. Rose
Disbursements and charges may not have been posted at the date of this account.
Please quote our File number and/ or Invoice number when making payment.
Accounts are due when rendered. Interest at the rate of 1.30 percent per annum
will be charged for amounts unpaid 30 days or more.
Payment can be wired as follows:
....... ...... CAN..\oiANl5oiiARS usooi:t..\Rs
:BANK BANK
$38,636.60
0.50
589.36
CAD $$39,226.46
CIBC, 199 BAY STREET, COMMERCE COURT WEST, MAIN BRANCH, TORONTO CIBC, 199 BAY STREET, COMMERCE COURT WEST, MAIN BRANCH,
M5L 1G9 . i
BANK# :TRANSIT # ! BANK # r:rRANSIT #
0010 :00002 i 0010 .............. \999.9? ..
SWIFT CODE ... ............ . . T SWIFT CODE .. .
CIBCCATI i CIBCCATI
BENEFiciARY 1 Accoi.i'N:r # - 1 sE"Ni:F"iC:IA"Rv
Stikeman Elliott LLP ! I Stikeman Elliott LLP
; ACCOUNT#
199 Bay Street Commerce Court West, Main Branch !87-12816 ! 199 Bay Street, Commerce Court West, Main Branch ! 04-92019
Toronto, ON M5L 1 G9 ! _! !_oronto! (;)NM5L . . ........... .
6011186 v4
Please Include client number on transfer documents.
If you require further information, please contact our Client Accounts co-ordinators Michael Scott
at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at
TORAccou ntsReceivable@s tikeman.com.
Page 7 of7
CERTIFICATE OF SERVICE
I, William A. Hazeltine, hereby certify that on the, hereby certify that, on September 27,
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 1980 I
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.
September 27, 2012 Is/ William A. Hazeltine
Date William A. Hazeltine