IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
ALLIED SYSTEMS HOLDINGS, INC., et al., I
) Chapter 11
)
) Case No. 12-11564 (CSS)
)
Debtors.
) (Jointly Administered)
)
) Objection Deadline: Nov. 19,2012 at 4:00p.m.
) Hearing Date: Nov. 26, 2012 at 2:00p.m.
SUMMARY OF FIRST INTERIM 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
CDN $589.86
This is an: _monthly X interim
-"-"'----
__ final application.
This is Stikeman's second fee application and first interim 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-
220I 08I ); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0I69283); Allied Systems, Ltd. (L.P.) (58-
1710028); Axis Areta, LLC (45-52I5545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-
0436930); CT Services, Inc. (38-29I8I87); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS
Incorporated (58-I944786); Logistic Systems, LLC (45-424I75I); 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. I5, Ste. 600, Atlanta, Georgia 30345.
Prior Fee Applications
Date Filed Period Covered Requested Fees and Date Approved
Exl!_enses Approved
Sept. 27, 20I2 July 5, 20I2- $38,636.60 (fees) Pending Pending
August 3I, 2012
$589.86 (exp)
FEE SUMMARY FOR THE PERIOD FROM
JULY 5
2
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 200 I
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 20 I 0
Aaron Kreaden Associate, Litigation Group, $400 5.50 $2,200.00
Admitted in Ontario in 20 11
Rebecca Grosz Associate, Corporate Group, Admitted $400 0.53 $2I2.00
in Ontario in 20 II
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 (CDN) $38,636.60
Total Attorney Hours 66.63
Blended Rate (CDN) $579.87
2
COMPENSATION BY PROJECT CATEGORY
JULY 5, 2012 THROUGH AUGUST 31, 2012
Pro.iect Category 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 re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
Chapter 11
) Case No. 12-11564 (CSS)
(Jointly Administered)
Debtors.
Deadline: Nov. 19,2012 at 4:00p.m.
) Hearmg Date: Nov. 26, 2012 at 2:00p.m.
FIRST INTERIM 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
Stikeman Elliott LLP ("Stikeman" 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 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:
INTRODUCTION
1. By this application, Stikeman seeks (i) interim allowance and award of
compensation for professional services rendered by Stikeman as Canadian counsel for the
Committee for the period from July 5, 2012 through and including August 31, 2012 (the
"Compensation Period") in the amount of CDN $38,636.60, representing 66.63 hours in
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-
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 (3 1-0961359); 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.
professional services rendered on behalf of the Committee; and (ii) reimbursement of actual and
necessary expenses incurred by Stikeman during the Compensation Period in connection with the
rendition of such professional services in the amount of CDN $589.86 (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 ofthis 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.
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 oftitle 11 of the 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
filed 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
1107(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) ofthe Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules") for procedural purposes only.
4. 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.
2
5. This Court approved the retention of Stikeman as Canadian counsel to the
Committee nunc pro tunc to July 5, 2012 (the "Retention Date") by order dated August 22, 2012.
FEE APPLICATIONS COVERED
6. On September 27, 2012, Stikeman filed and served the First Monthly Application
ofStikeman Elliott LLPfor Compensationfor 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 (the "July/August Application") [D.I. 477]
requesting payment of fees in the amount of CDN $3 8,636.60 and reimbursement of expenses in
the amount ofCDN $589.86. To date, Stikeman has not received any payment on account ofthe
July/ August Application.
RELIEF REQUESTED
7. By this Application, Stikeman requests that the Court approve, on an interim basis
and authorize payment to Stikeman of 100% ofthe fees requested and reimbursement of 100%
ofthe expenses incurred during the Compensation Period as set forth in the July/August
Application.
8. Stikeman has received no payments or promises of payment from any source
other than the Committee for services rendered or to be rendered in any capacity whatsoever in
this case. There is no agreement or understanding between Stikeman 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.
9. The services for which compensation is being sought by Stikeman 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.
3
10. The compensation sought by Stikeman is based on the normal hourly rates
charged by Stikeman for work of this character. The professional services and related expenses
for which Stikeman requests interim allowance of compensation and reimbursement of expenses
were rendered and incurred in connection with these cases in the discharge of Stikeman's
professional responsibilities as attorneys for the Committee. Stikeman's services have been
necessary and beneficial to the Committee and its constituents.
11. The amount of compensation sought by Stikeman 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 Stikeman 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.
CONCLUSION
WHEREFORE, Stikeman respectfully requests that this Court enter an order,
substantially in the form attached hereto:
(a) approving the allowance of compensation for professional services that
were rendered by Stikeman to the Committee during the period from July 5, 2012 through and
including August 31,2012 in the amount ofCDN $38,636.60;
(b) approving the reimbursement of Stikeman' s expenses incurred in
connection with the rendering of such services in the amount ofCDN $589.86;
(c) authorizing and directing the Debtors to make prompt payment to
Stikeman in an amount sufficient to satisfy all fees and expenses, less any payments already
received by the Stikeman, pursuant to the Interim Compensation Order; and
4
(d) granting to Stikeman such other relief as this Court may deem just and
proper.
Dated: Toronto, Ontario
October 15,2012
Respectfully submitted,
STIKEMAN ELLIOTT LLP
Is/ Alexander D. Rose
Alexander D. Rose
5300 Commerce Court West, 199 Bay Street
Toronto, Ontario M5L 1 B9
Telephone: (416) 869-5300
Facsimile: (416) 947-0866
Canadian Counselfor the Official Committee of
Unsecured Creditors
5
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
Chapter 11
) Case No. 12-11564 (CSS)
(Jointly Administered)
Debtors.
Deadline: Nov. 19,2012 at 4:00p.m.
) Hearmg Date: Nov. 26, 2012 at 2:00p.m.
NOTICE OF FEE APPLICATION
PLEASE TAKE NOTICE that on October 15,2012, Stikeman Elliott LLP filed the
attached First Interim Application ofStikeman 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 (the
"Application").
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 November 19, 2012 at 4:00p.m.
Prevailing Eastern Time by the following: (1) 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 the United States Trustee for the District of Delaware, 844 N. King Street, Suite
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-
2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); 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); Cord in Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-03651 00); 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.
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 hearing on the Application will be held on
November 26, 2012 at 2:00p.m., prevailing Eastern Time. The hearing will take place before
the Honorable Christopher S. Sontchi at the U.S. Bankruptcy Court, 824 Market Street, 5
111
Floor,
Courtroom No. 6, Wilmington, Delaware.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
Dated: October 15, 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
Email: whazeltine@sha-llc.com
Attorneys for the Official Committee of Unsecured
Creditors
2
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
ALLIED SYSTEMS HOLDINGS, INC., et al.,
1
) Chapter 11
)
Debtors.
) Case No. 12-11564 (CSS)
) (Jointly Administered)
)
) Related Docket No: __ _
)
ORDER APPROVING THE FIRST INTERIM 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
Upon consideration of the first interim fee application of Stikeman Elliott LLP
("Stikeman") as Canadian Counsel to the Official Committee of Unsecured Creditors for the
Period July 5, 20 12 through August 31, 2012 (the "Application"),
2
seeking the entry of an Order
for allowance of compensation and reimbursement of expenses on an interim basis; and this
Court having determined that all ofthe requirements of sections 327,328,330,331 and 503(b)
ofthe Bankruptcy Code as well as Rule 2016 ofthe Federal Rules of Bankruptcy Procedure and
the applicable Local Rules have been satisfied; and it further appearing that the expenses
incurred were actual, reasonable and necessary; and it appearing that notice of the Application
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 headqumters and the Debtors' address for
service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.
2
Capitalized terms not defined in this order shall have the meaning ascribed to them in the Application.
was appropriate; and after due deliberation and sufficient good cause appearing therefore; it is
hereby
ORDERED that the Application is approved on an interim basis; and it is further
ORDERED that Stikeman is granted interim allowance of the Fee Amount and Expense
Amount in the amount set forth on Exhibit A hereto for the Application Period; and it is further
ORDERED that the Debtors are authorized and directed to make prompt payment to
Stikeman in the amount necessary to satisfy the Fee Amount and the Expense Amount, less any
payments already received; and it is further
ORDERED that the Fee Amount and Expense Amount allowed pursuant to this Order are
subject to final allowance by this Court; and it is further
ORDERED that this Court shall retain jurisdiction over any and all matters arising from
or related to the interpretation or implementation of this Order.
Dated: November , 2012
Wilmington, Delaware
2
The Honorable Christopher S. Sontchi
United States Bankruptcy Judge
Exhibit A
Applicant Total Fees Total Total Fees and Expenses
Expenses
Stikeman Elliott LLP CDN $38,363.60 CDN $589.86 CDN $39,226.46
3
CERTIFICATE OF SERVICE
I, William A. Hazeltine, hereby certify that on the, hereby certify that, on October 15,
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.
October 15 2012 Is/ William A. Hazeltine
Date William A. Hazeltine