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: Sept. 20, 2012 at 4:00p.m.
) Hearing Date: Only if an objection is filed
SUMMARY OF SECOND MONTHLY APPLICATION OF
SULLIVAN HAZELTINE ALLINSON LLC FOR COMPENSATION
FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES
AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
FOR THE PERIOD FROM JULY 1, 2012 THROUGH JULY 31, 3012
Name of Applicant: Sullivan Hazeltine Allinson LLC ("SHA-LLC")
Authorized to Provide
Professional Services to: Official Committee of Unsecured Creditors (the "Committee")
Date ofRetention: June 19,2012 (nunc pro tunc)
Period for which compensation and
reimbursement is sought: July 1, 2012 through July 31, 2012 (the "Compensation Period")
Amount of Compensation sought
as actual, reasonable and necessary: =$2=3"-"-"-6=2=1.=2-=-5 ______ _
Amount of Expense Reimbursement sought
as actual, reasonable and necessary: =$2=3"""'8-"-5-'-'.0'---4=---------
This is an: _x_ interim _ final application.
The total time expended for preparation of this fee application is approximately 2.60 hours and
the corresponding compensation of approximately $600.00 will be requested in a subsequent fee
application.
This is SHA-LLC's second monthly fee application in this case.
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, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-
2201 081 ); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0 169283); 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 (3 I -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.
Prior Applications
Date Filed Period Covered Requested Fees and Date Approved
Expenses Approved
Aug. 15,2012 June 19,2012- $6,019.00 (fees) Pending Pending
June 30, 2012 $246.67 (exp)
The SHA-LLC professionals who rendered professional services in these cases during the
Compensation Period are:
Name of Position Number
Professional Person with the of years
applicant as an
attorney
William D. Sullivan Member 21
William A. Hazeltine Member 17
Elihu E. Allinson, III Member 15
Seth S. Brostoff Associate 2
Heidi M. Coleman Paralegal -
TOTAL
Hourly Total Total
Department billing billed Compensation
rate hours
Bankruptcy $425.00 30.95 $13,153.75
Bankruptcy $360.00 14.00 $5,040.00
Bankruptcy $235.00 3.30 $1,072.50
Bankruptcy $250.00 11.30 $2,825.00
Bankruptcy $150.00 10.20 $1,530.00
69.75 $23,621.25
GRAND TOTAL: $23,621.25 Fees
69.75 Hours
BLENDED RATE: $ 338.66 Per Hour
COMPENSATION BY PROJECT CATEGORY
Pro.iect Total Hours Billed Total Compensation
Case Administration 10.00 $2,374.00
Committee Meetings and Communications 3.00 $1,110.00
Financing and Cash Collateral 27.65 $10,050.75
Hearings 1.30 $552.50
Meetings and Other Communications with Debtors 1.10 $396.00
Professional Retention 23.70 $7,902.50
Review of Pleadings and Documents 3.00 $1,235.50
TOTAL 69.75 $23,621.25
2
This interim fee application also seeks the reimbursement of the following expenses advanced on
behalf of the Debtors in this matter.
Description Amount
Case Administration
Copying and Service by Outside Vendor $1,893.25
Courier Service $48.75
Federal Express $142.44
Filing Fees for Pro Hac Vice Motions $125.00
Hearings
CourtCall
Hearing Transcript
Dated: August 31, 2012
Wilmington, Delaware
$87.60
$88.00
TOTAL $2,385.04
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
Email: whazeltine@sha-llc.com
Attorneysfor the Official Committee of Unsecured
Creditors
3
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 Objection Deadline: Sept. 20, 2012 at 4:00p.m.
) Hearing Date: Only if an objection is filed
SECOND MONTHLY APPLICATION OF SULLIVAN HAZELTINE ALLINSON LLC
FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF
EXPENSES AS CO-COUNSEL TO THE OFFICICAL COMMITTEE OF UNSECURED
CREDITORS FOR THE PERIOD FROM JULY 1, 2012 THROUGH JULY 31, 2012
Sullivan Hazeltine Allinson LLC ("SHA-LLC" or "Applicant"), 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 and Del. Bankr. L.R. 2016-2, for interim allowance
of compensation for services rendered and for reimbursement of expenses incurred solely for the
Committee, and in further explanation respectfully represents:
I. INTRODUCTION
1. By this application, SHA-LLC seeks, with regard to the Committee, (i) an interim
allowance and award of compensation for professional services rendered by SHA-LLC, as
counsel for the Committee for the period from July 1, 2012 through and including July 31, 2012
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 "Compensation Period") in the amount of $23,621.25 representing 69.75 hours in
professional services; and (ii) reimbursement of actual and necessary expenses incurred by SHA-
LLC during the Compensation Period in connection with the rendition of such professional
services in the amount of $2,385.04 (the "Application").
2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue of this proceeding
and this application is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The
statutory predicates for the relief sought herein are 11 U.S.C. 330, 331, 503(b )( 4), Federal
Rule of Bankruptcy Procedure 2016 and Del. Bankr. L.R. 2016-2.
II. BACKGROUND
3. 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 remaining Debtors filed voluntary petitions in this
Court, and, in connection therewith, Allied and Systems consented to the involuntary petitions
tiled against them. 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 I 015(b) of the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules") f ~ ) r procedural purposes only.
4. On June 19, 2012, the United States Trustee (the "T'rustee'') 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;
2
(c) Teamsters National Automobile rransporters Industry Negotiating Committee; and (d)
General Motors, LLC.
5. On June 19,2012, the Committee selected SliA-LLC as its co-counsel with
Sidley Austin LLP ("Sidley"), subject to the approval of the Court. This Court approved the
retention of SHA-LLC as counsel to the Committee nunc pro tunc to June 19, 2012 (the
"Retention Date") by order dated August 7, 2012 (Docket No. 328).
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 SHA-LLC
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.
7. The services for which compensation is being sought by SHA-LLC 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.
III. TIME RECORDS AND HOURLY RATES
8. William D. Sullivan, William A. Hazeltine, Elihu E. Allinson, III, Seth S.
Brostoff and Heidi M. Coleman of SHA-LLC provided services for the Committee during the
Compensation Period. Mr. Sullivan was admitted to the Bar of the Supreme Court of Delaware
in 1989. Mr. Sullivan became an associate with the Wilmington, Delaware law firm ofElzufon,
Austin, Reardon, Tarlov & Mondell, P.C. in 1989 and established the firm's bankruptcy practice
in 1995. He became a partner in 1998. In 2004, Mr. Sullivan joined Buchanan Ingersoll, P.C. as
a partner in the bankruptcy practice group of its Wilmington, Delaware office. In July of 2006,
Mr. Sullivan founded William D. Sullivan, LLC. On January 1, 2008, Mr. Sullivan became a
3
member of SHA-LLC. Applicant charged $425.00 per hour for services rendered by Mr.
Sullivan during the period covered by this Application.
9. Mr. Hazeltine was admitted to the Bar ofthe Supreme Court of Delaware in 1994.
Mr. Hazeltine became an associate with the Wilmington, Delaware law firm of Potter Anderson
& Corroon LLP on August 15, 1994 and became a partner at Potter Anderson & Corroon LLP
effective January 1, 2003. Mr. Hazeltine left Potter Anderson & Corroon LLP in 2004 and
began his own practice in 2005. On January 1, 2008, Mr. Hazeltine became a member ofSHA-
LLC. Applicant charged $360.00 per hour for services rendered by Mr. Hazeltine during the
Compensation Period.
l 0. Mr. Allinson was admitted to the Bar of the Supreme Court of Delaware in 1996.
Mr. Allinson practiced as Special Counsel to the State Board of Education and as a hearing
officer for the Delaware Department of Education from 1995 through 1997. In January of 1998,
Mr. Allinson joined Potter Anderson & Corroon LLP as an associate with its bankruptcy
litigation group, where he remained until May of2005. In August of2006, Mr. Allinson joined
Mr. Sullivan as an associate at William D. Sullivan, LLC. On January 1, 2008, Mr. Allinson
became a member of SHA-LLC. Applicant charged $325.00 per hour for services rendered by
Mr. Allinson during the period covered by this Application.
11. Mr. Brostoff was admitted to the Bar of the Supreme Court of Delaware in
December of2009. In 2009, Mr. Brostoffjoined Morris, Nichols, Arsht & Tunnell LLP as an
associate in the Business Reorganization and Restructuring Department. On September 1, 2011,
Mr. Brostoffbecame an associate ofSHA-LLC. Applicant charged $250.00 per hour for
services rendered by Mr. Brostoff during the period covered by this Application.
4
12. Ms. Coleman is a paralegal with SHA-LLC and has 13 years of experience as a
paralegal. Applicant charged $150.00 per hour for services rendered by Ms. Coleman during the
period covered by this Application.
13. The total time spent by SHA-LLC representing the Committee during the
Compensation Period was 69.75 hours and the compensation sought for the Compensation
Period is $23,621.25. This equates to a blended rate of $338.66 per hour.
14. Attached hereto as Exhibit A and incorporated herein by reference are SHA-
LLC's time records showing a daily log of all time spent by SHA-LLC providing services for the
Committee during the Compensation Period by Project Category. The attached time records
provide a detailed, day-by-day explanation of the services rendered by SHA-LLC in connection
with this matter during that time. Applicant certifies that Applicant has reviewed Del. Bankr.
L.R. 2016-2 and believes that the Application complies therewith.
15. Also included in Exhibit A, and incorporated herein by reference, is a summary of
the expenses incurred by SHA-LLC during the Compensation Period on behalf of the
Committee. Expenses that SHA-LLC bills to its clients include charges for photocopying,
postage, courier services, Federal Express, court costs and transcript fees. The total expense for
which reimbursement is sought in the Application is $2,385.04. In a future fee application,
SHA-LLC may seek reimbursement of additional expenses advanced or incurred on behalf of the
Committee during this Compensation Period that do not appear on Exhibit A.
IV. GENERAL DESCRIPTION OF SERVICES RENDERED
16. The services rendered by SHA-LLC that are the subject of this Application
include the following:
5
(a) Case Administration. During the Compensation period, SHA-LLC
professionals (i) reviewed draft committee bylaws; (ii) prepared information sharing protocol
motion; (iii) reviewed the confidentiality agreement with Debtors; and (iv) reviewed case
deadlines.
(b) Committee Meeting and Communications. During the compensation
period, SHA-LLC professionals participated in Committee conference calls.
(c) Financing and Cash Collateral. During the Compensation period, SHA-
LLC professionals (i) reviewed and commented on DIP financing issues; (ii) reviewed and filed
an objection to the DIP motion; and (iii) prepared for and attended hearing on DIP issues.
(d) Hearings. During the Compensation period, SHA-LLC professionals
reviewed agenda items and reviewed hearing transcripts.
(e) Meetings and Other Communications with Debtors. During the
Compensation period, SHA-LLC professionals attended the 341 meeting.
(f) Professional Retention. During the Compensation period, SHA-LLC
professionals (i) reviewed and revised the retention application for SHA-LLC; (ii) reviewed
information regarding the Committee's retention of a financial advisor; (iii) reviewed and
commented on retention applications of the Debtors' professionals; and (iv) communicated with
co-counsel regarding retention issues.
(g) Review of Pleadings and Documents. During the Compensation period,
SHA-LLC professionals (i) reviewed certifications of counsel regarding various motions; (ii)
reviewed the Debtors' statements and schedules; and (iii) reviewed other pleadings related to the
case.
6
V. CONCLUSION
17. 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 SHA-LLC
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 enter an order:
(a) approving the allowance of compensation for professional services that
were rendered by SHA-LLC to the Committee during the period from July 1, 2012 through and
including July 31 , 2012 in the amount of $23,621.25;
(b) approving the reimbursement of SHA-LLC' s expenses incurred m
connection with the rendering of such services in the amount of $2,385.04; and
(c) granting to SHA-LLC such other relief as this Court may deem just and
proper.
Dated: August 31 , 2012
Wilmington, Delaware
William A. . Hazeltine (No.3
901 North Market Street, S 1
Wilmington, DE 19801
Tel: (302) 428-8191
Attorneysfor the Official Committee of Unsecured
Creditors
7
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 Objection Deadline: Sept. 20, 2012 at 4:00 p.m.
) Hearing Date: Only if an objection is filed
NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on August 31,2012, Sullivan Hazeltine Allinson LLC has
filed the attached Second Monthly Application of Sullivan Hazeltine Allinson LLCfor
Compensation for Services Rendered and Reimbursement of Expenses as Co-Counsel to the Official
Committee of Unsecured Creditors for the Period from July I, 2012 through July 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 September 20, 2012 at 4:00p.m. Prevailing
Eastern Time by the following: (I) 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 identitlcation number (or Canadian business
number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-220 1081 );
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); Cardin Transport LLC (38-1985795); F.J. Boutell Drivcaway 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) proposed 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% ofthe requested fees and 100% ofthe
requested expenses without further order of the Court.
Dated: August 31, 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
whazeltine@sha-llc.com
Attorneys for the Official Committee of Unsecured
Creditors
2
Exhibit A
SULLIVAN HAZEL TINE ALLINSON LLC
Attorneys and Counselors at Law
901 North Market Street, Suite 1300
Wilmington, DE 19801
Tax ID # 20-5238500
Tel: (302) 428-8191
Fax:(302) 428-8195
The Official Committee of Unsecured Creditors
c/o Dennis Kao, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
In Reference To: Allied Systems Holdings, Inc., et al.
Case No.12-11564 (CSS)
Professional Services
Case Administration
7/2/2012 EEA Coordinate for filing of Kao and Burke pro hacs
WDS Review deadlines and issues for upcoming filings
7/5/2012 WAH Review draft committee bylaws
WDS Review confidentiality and information sharing issues
7/9/2012 EEA Coordinate filing of Clemente pro hac
7/10/2012 HMC File and serve pro hac vice motion (.4); correspondence with EEA (.2);
review of docket entries (.3); draft declaration of service (.3)
7/12/2012 EEA Coordinate filing of Legmann pro hac
EEA Discuss avoidance action finding with WDS
7/13/2012 HMC Draft information sharing protocol motion and order
7/17/2012 HMC Review and revise information sharing protocol motion and order
WAH Revise information sharing protocol motion
7/18/2012 HMC Review and revise information sharing protocol motion; meeting with WAH
regarding same
7/31/2012 WDS Review and execute Confidentiality Agreement, summarize provisions
related to filings for firm
SUBTOTAL:
August30,2012
Invoice # 14526
Hours Amount
0.30 97.50
0.30 127.50
0.20 72.00
0.30 127.50
0.20 65.00
1.20 180.00
0.20 65.00
0.10 32.50
1.80 270.00
2.60 390.00
1.20 432.00
0.60 90.00
1.00 425.00
10.00 2,374.00]
Allied Systems Committee Page 2
Hours Amount
Committee Meetings and Communications
7/3/2012 WAH Committee conference call 1.00 360.00
EEA Participate in Committee conference call 1.00 325.00
WDS Conference call with Committee, co-counsel and Financial Advisor 1.00 425.00
SUBTOTAL: 3.00 1 '110.00]
Financing and Cash Collateral
7/2/2012 WDS Telephone conversation with M. Burke re: DIP and retention items 0.20 85.00
7/5/2012 WAH Research re: DIP financing issues (.4); review proposed revisions to DIP 0.60 216.00
financing order (.2)
WDS Review comments to DIP Order, correspondence with co-counsel re: same 0.40 170.00
WDS Outline issues to review in support of potential DIP objection and coordinate 0.50 212.50
review
7/6/2012 WAH Research DIP financing issues for potential objection 2.40 864.00
EEA Review DIP release language research with WAH 0.30 97.50
SSB Research Delaware bankruptcy DIP orders for release language for insiders 3.90 975.00
(2.4); research case precedent for Committee objections to release
language (.8); e-mail correspondence with WAH and WDS re: same (.3);
meeting with WAH re: same (.2); conference call with WDS re: same (.2)
7/9/2012 WDS Telephone conversation with co-counsel (.3); review local orders re: 1.80 765.00
procedures under termination of DIP (1.4); forward proposed language to
co-counsel (.1)
WDS Review and revise DIP objection, coordinate filing and service 2.50 1,062.50
SSB E-mail correspondence with co-counsel re: DIP objection 0.20 50.00
7/10/2012 WAH Discussion with M. Burke re: objection to DIP financing order 0.20 72.00
WAH Review committee objection to DIP financing motion and begin hearing 0.70 252.00
preparation
WDS Coordinate additional service of DIP objection 0.30 127.50
HMC Coordinate service of DIP objection (.3); meeting with WDS regarding same 0.50 75.00
(.2)
7/11/2012 EEA Review objection to DIP motion in preparation for hearing 0.70 227.50
WDS Review pleadings in preparation for hearing on DIP objection 1.00 425.00
WDS Review transcripts, prior decision and prior resolutions in preparation for 1.75 743.75
hearing on DIP objection
7/12/2012 WAH Discussion with B. Sullivan re: issues for DIP financing hearing (.3); prepare 2.10 756.00
for hearing (.5); attend hearing (1.3)
Allied Systems Committee
7/12/2012 WAH Review revised and comment on committee's revisions to DIP financing
order and proposed DIP financing order
WDS Review revised DIP Order and outline unresolved issues, review additional
transcripts re: remaining issues
WDS Attend DIP Hearing and review of blackline order, preparation of final order
WDS Confer with co-counsel re: follow-up matters from DIP hearing
EEA Review blackline of DIP order
SSB Assist WDS with preparation for DIP hearing (.4); review transcripts relevant
to lien releases/506 waivers (1.2)
7/16/2012 WDS Review final DIP order, transcript of final DIP hearing, correspondence with
co-counsel
SUBTOTAL:
Hearings
7/10/2012 WDS Review agenda for hearing (.1); coordinate preparation of hearing
binders(.2); and review pleadings re: DIP motion (.7)
7/17/2012 WDS Review transcript of July 12, 2012 hearing, correspondence with co-counsel
and counsel for Debtors re: same
SUBTOTAL:
Meetings and Other Communications with Debtors
7/26/2012 WAH Attend 341 meeting
SUBTOTAL:
Professional Retention
7/3/2012 WAH Review conflicts check re: retention application and discussion with H.
Coleman re: same
WAH Review RLF retention application
HMC Review of conflict check; meeting with WAH regarding same
7/5/2012 WAH Review Rust/Omni retention application
7/6/2012 HMC Review and revise SHA retention application
7/12/2012 WDS Meeting with co-counsel (.5), review and negotiation of DIP issues (1.6) and
additional preparation for hearing (.4)
7/13/2012 HMC Review and revise notice, retention application, Hazeltine Declaration and
Certificate of service; confer with WAH and WDS re: same
Page 3
Hours Amount
0.70 252.00
1.50 637.50
2.80 1,190.00
0.30 127.50
0.30 97.50
1.60 400.00
0.40 170.00
27.65 10,050.75]
1.00 425.00
0.30 127.50
1.30 552.50]
1.10 396.00
1.10 396.00]
0.20 72.00
0.20 72.00
0.10 15.00
0.20 72.00
0.30 45.00
2.50 1,062.50
1.60 240.00
Allied Systems Committee
Page 4
Hours Amount
7/13/2012 WDS Review and revise retention application, review and revise affidavit, 0.80 340.00
correspondence with co-counsel re: same
7/16/2012 WAH Revise SHA retention application and prepare for filing 0.20 72.00
HMC Review and revise WAH declaration for retention application; meeting with 0.30 45.00
WDS regarding same
WAH Review Debtors' Application to Retain Gowling Lafleur 0.20 72.00
WDS Correspondence with co-counsel and Committee re: corrections to 0.30 127.50
retention application
WDS Conference with co-counsel re: retention matters 0.20 85.00
7/17/2012 HMC Prepare certificate of service and notice for Sidley application; meeting with 0.50 75.00
WAH regarding same
WAH Communications re: Sidley retention application; review and comment on 0.80 288.00
application and prepare for filing
WDS Correspondence with Committee re: approval of Sullivan retention 0.30 127.50
WDS Finalize retention application and approve for filing 0.50 212.50
WDS Correspondence with co-counsel re: revisions to and filing of Sidley 0.30 127.50
retention application
7/18/2012 WDS Correspondence with co-counsel re: investment banker retention issues, 0.40 170.00
review files re: same
7/19/2012 SSB Research objections to fee applications (2.8); e-mail correspondence with 3.40 850.00
WDS re: objections relating to "completion" fees (.6)
SSB E-mail correspondence with KMD re: Notice of Motion for Rothschild 0.20 50.00
Retention Application
WDS Review pleadings, orders and transcripts and summarize decisions relating 3.50 1,487.50
to objections to retention of Financial Advisors other cases
7/20/2012 WAH Review and comment on objection to Rothschild retention (0.5)and motion 1.70 612.00
to file objection under seal (0.4)and prepare motion and objection for filing
(0.8)
WDS Review objection to Rothschild application 0.50 212.50
WDS Review further revisions to Rothschild Application and confidentiality issues, 0.60 255.00
confer with WAH re: filing procedures
SSB Research additional objections to financial advisor retention applications in 2.00 500.00
earlier Delaware Bankruptcy cases
7/25/2012 HMC Meeting with WDS (.1 ); Review and revise financial advisor retention 0.70 105.00
application (.1 ); draft notice and certificate of service for same (.2); file and
coordinate service (.3)
WDS Correspondence with co-counsel re: approval of application by committee 0.20 85.00
Allied Systems Committee
7/25/2012 WDS Review, finalize and approve Conway McKensie application for filing
7/31/2012 WDS Correspondence with co-counsel re: Certificate of No Objection for Sidley
fee application
WDS Correspondence with co-counsel re: Canadian counsel retention
SUBTOTAL:
Review of Pleadings and Documents
7/10/2012 WAH Review certifications of counsel re: insurance program motion, critical
vendors motion, interim compensation procedures motion, ordinary course
professionals motion and customs and duties motion
7/25/2012 WDS Begin review of statements and schedules filed in preparation for 341
meeting
7/26/2012 WDS Review additional statements and schedules filed and prepare for 341
meeting
7/31/2012 EEA Review Confidentiality Agreement
SUBTOTAL:
For professional services rendered
Additional Charges :
7/3/2012 Filing Fees for Pro Hac Vice Motions of M. Burke and D. Kao
Filing Fee for Pro Hac Vice Motion of B. Lehan
7/5/2012 Courier Service
7/10/2012 Filing Fee for Pro Hac Vice Motion of M. Clemente
Courier Service
7/12/2012 Filing fee for Pro Hac Vice Motion of N. Lagemann
Courier Service
7/13/2012 FedEx
Fed Ex
Fed Ex
Fed Ex
7/18/2012 Hearing Transcript
Hearing Transcript
Page 5
Hours Amount
0.50 212.50
0.30 127.50
0.20 85.00
23.70 7,902.50]
0.30 108.00
1.00 425.00
1.50 637.50
0.20 65.00
3.00 1 ,235.50]
69.75 $23,621.25
50.00
25.00
5.00
25.00
37.50
25.00
6.25
78.02
15.52
29.95
18.95
57.60
30.00
Allied Systems Committee
7/19/2012 Copying & Service by Outside Vendor
CourtCall
7/24/2012 Copying & Service by Outside Vendor
7/26/2012 Copying & Service by Outside Vendor
Total additional charges
Total amount of this bill
Name
William D. Sullivan
Zeke Allinson
Heidi M. Coleman
Seth S. Brostoff
William A Hazeltine
Timekeeper Summary
Hours
30.95
3.30
10.20
11.30
14.00
Rate
425.00
325.00
150.00
250.00
360.00
Page 6
Amount
915.55
88.00
277.00
700.70
$2,385.04
$26,006.29
$6,265.67
Amount
$13,153.75
$1,072.50
$1,530.00
$2,825.00
$5,040.00
CERTIFICATE OF SERVICE
I, William A. Hazeltine, hereby certify that on the, hereby certify that, on August 31,
2012, I caused one copy of the foregoing to be served upon the parties listed below in the manner
indicated.
Via Fede.-al 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 1980 I
Under penalty of perjury, I declare the foregoing to be true and correct.
August 31, 2012 Is/ William A. Hazeltine
Date William A. Hazeltine