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) )
) Obj. Deadline: October 9, 2012 at 4:00 p.m. ) Hearing Date: Only if an objection is filed

SUMMARY OF SECOND 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 JULY l, 2012 THROUGH JULY 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 ofUnsecured Creditors (the "Committee") June 25, 2012 (nunc pro tunc) July 1, 2012 through July 31, 2012 (the "Compensation Period") $91,637.10 (80% = $73,309.68)

$1 263.27

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 second 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 (90-0169283); 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. (38-2918I87); C01din 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 1, 2012 THROUGH JULY 31, 2012
Name ofProfessional Person Timothy A. Turek Michael A. Fixler John B. Pidcock Robert H. Barnett Andrea A. Kindorf Matthew J. Davidson Taylor A. Jones Title Hourly Billing Rate $508.50 $445.50 $409.50 $400.50 $319.50 $310.50 $234.00 Total Billed Hours 25.80 14.60 92.80 10.00 6.20 82.80 9.90 242.10 Total Compensation $13,119.30 $6,504.30 $38,001.60 $4,005.00 $1,980.90 $25,709.40 $2,316.60 $91,637.10

Managing Director Managing Director Managing Director Managing Director Director Director Senior Associate TOTAL

GRAND TOTAL:

$ 91,637.10 Fees
242.1 378.51 Hours Per Hour

BLENDED RATE: $

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

Project Category
Accounting I Auditing Asset Sale & Disposition Fee I Employment Applications Fee I Employment Objections Financing Hearing Attendance I Preparation Meet I Conference

Total Hours Billed

86.00 12.60 10.00 18.50 42.30 2.50 70.20

Total Compensation
$29,111.40 $5,180.40 $4,259.70 $5,533.65 $18,084.15 $1,271.25 $28,196.55

TOTAL

242.10

$91,637.10

EXPENSE SUMMARY JULY 1, 2012 THROUGH JULY 31, 2012

Expense Category
Airfare Lodging Meals Parking Travel

Total Expenses
$341.20 $499.75 $135.03 $78.50 $208.79

TOTAL

$1,263.27

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) )

) Obj. Deadline: October 9, 2012 at 4:00 p.m. ) Hearing Date: Only if an objection is filed

SECOND 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 JULY 1, 2012 THROUGH JULY 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 $91,637.10 (80% of which is $73,309.68), together with reimbursement for actual and necessary expenses incurred in the amount of $1,263.27 for a total of $92,900.3 7, 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, arc: 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.

July 1, 2012 through and including July 31, 2012 (the "Fee Period"). Application, CM respectfully represents as follows:

In support of this

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 1107(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 co-counsel to the Committee during the Fee Period. The amount of fees sought by Applicant for services rendered during the Fee Period is $91,637.10, representing 242.10 hours in professional time for such services, which equates to a blended rate of $3 78.51 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 $1,263.27. 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 and

paraprofessionals 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 $1,263.27 m 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 behalfofthe Committee during this Fee Period that do not appear on Exhibit A.
GENERAL DESCRIPTION OF SERVICES RENDERED

9.

CM has analyzed DIP financing, 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.
Asset Disposition (86.00 hours; $29,111.40).

This category includes matters

related to the disposition of property of the estate. 13.

Asset Sale & Disposition (12.60 hours; $5,180.40).

This category includes

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

Fee I Employment Applications (10.00 hours; $4,259.70).

This category

includes all matters related to preparing an application to retain CM. 15.

Fee I Employment Objections (18.5 hours; $5,533.65). This category includes

all matters relating to reviewing and analyzing applications to retain professionals by parties other than the Committee, and preparing objections to these applications. 16.
Financing (42.3 hours; $18,084.15). 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. 17.
Hearing Preparation I Attendance (2.50 hours; $1 ,271.25).

This category

includes matters related to participating in and preparing for Bankruptcy Court hearings. 18.
Meeting I Conference (70.20 hours; $28,196.55).

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 the Applicant 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 July 1, 2012 through and including July 31, 2012 in the amount of $91,63 7.1 0; (iii) approve the reimbursement of CM' s expenses incurred in connection with the rendering of such services in the amount of$1,263.27; (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: September 18, 20 12

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)

Obj. Deadline: October 9, 2012 at 4:00 p.m. Hearing Date: Only if an objection is filed

NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on September 18, 2012, Conway MacKenzie, Inc. filed the attached Second 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 July 1, 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 October 9, 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 the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35,
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.

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: September 18, 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

Exhibit A

Conway MacKenzie, Inc. Detailed Time Descriptions - Unsecured Creditors Committee ofAllied Systems Holdings, Inc., et. al. Second Monthly Compensation Application, July I, 2012 Through July 31, 2012

Date
712120!2

Name
J. Pidcock

Task Code
Accounting I Auditing Accounting I Auditing Fee I Employment Objections Fee I Employment Objections

Description
Review and analyze 13-week cash flow, total various columns and look for back up information in data received

Hours
1.2

712120!2 712120!2 712120!2

J. Pidcock J. Pidcock
T. Jones

712120!2

T. Jones

712120!2

T. Jones

712120!2 712120!2 712120!2 712120!2

J. Pidcock
J. Pidcock J. Pidcock

M. Fixler

712120!2 712120!2

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

71312012 71312012

Review and analyze recent management reports and historical data Review and analyze financial information, research DIP fees and investment banking success fees in Delaware Conduct research on PACER for comparable investment banker fee structures for the purposes of benchmarking potential investment banker proposals Fee I Employment Create comparable investment banker fee structure analysis Objections document for the purposes of benchmarking potential investment banker Proposals Fee I Employment Continue to research comparable investment banker fee Objections structures on PACER and added further comparable data to analysis document Meet I Conference Conference with counsel on upcoming UCC call and topics of discussion Meet I Conference Various teleconferences with counsel on status of information request list from Rothschild Meet I Conference Review UCC call agenda and comment on same Meet I Conference Discussion with J. Barnett (CM) regarding market investment banker compensation as it relates to Rothschild I proposed fees Meet I Conference Conference with Sidley regarding approach for initial call with UCC Meet I Conference Kickoff call with CM and Sidley to discuss DIP order, Rothschild fees and next steps Accounting I Review and analyze various data including asset listing, Auditing lease abstracts and management reports Asset Sale & Review and analyze Rothschild preliminary buyer list to Disposition Support begin analysis of additional buyers Fee I Employment Continue to research comparable investment banker fee Objections structures on PACER and add data to the summary analysis document Fee I Employment Continue to add comparable investment banker fee Objections structure data to analysis document for the purpose of benchmarking potential investment banker proposals Fee I Employment Continue to research comparable investment banker fee Objections structures on PACER Fee I Employment Continue to add data and format the summary analysis Objections document for the purposes of sending to deal team Financing Review DIP Credit Agreement and provide comments on same Financing Review and analyze DIP credit agreement for pricing and research comparable data on pricing

2.1 2.5 1.8

1.1

0.9

0.6 0.9 0.4 0.6

0.7 0.7 2.9 0.3

713120!2

T. Jones

1.6

71312012

T. Jones

1.2

71312012 71312012 71312012 71312012

T. Jones T. Jones J. Pidcock M. Fixler

0.7 1.3 2.3 1.2

Date
71312012 71312012 71312012

71312012

71312012 71512012

Task Code Description Meet I Conference Prepare for and participate in initial conference call with UCC and counsel M. Fixler Meet I Conference Conference with UCC regarding status and short term issues R. Barnett Meet I Conference Prepare for and hold call with UCC to discuss hearing schedule, confidentiality agreement, Rothschild retention and other key UCC issues T. Jones Meet I Conference Phone call with A. Kindorf (CM) regarding inclusion of certain data in comparable investment banker fee structure document M. Davidson Meet I Conference Conference with UCC to discuss Rothschild Retention, and other matters J. Pidcock Review and catalog data received from Rothschild via the Asset Sale & Disposition Support debtor
J. Pidcock
J. Pidcock

Name J. Pidcock

Hours 2.1
0.9 0.9

0.5

1 1.2

71512012 71512012

Financing Financing

Review updated credit agreements with comments from counsel provide comments and input on same Review and analyze proposed DIP covenants and compare to 13-week cash flow, prepare summary for UCC

2.6 2.3

71512012 71512012

M. Fixler T. Jones

71512012 71512012 71612012 71612012

J. Pidcock
J. Pidcock J. Pidcock

J. Pidcock

Complete review of DIP credit agreement and continue comparison analysis to market DIP terms Financing Research DIP loan pricing in Delaware bankruptcy cases and created summary document at request of M. Fixler (CM) for purposes of reviewing comparable data Meet I Conference Conference with T. Turek (CM) on case status, UCC call and next steps Meet I Conference Conference with counsel on cash management system and motion Accounting I Review and analyze historical financial data of company Auditing and begin to benchmark against cash flow Asset Sale & Various emails with Rothschild on data flow and Disposition Supp01t conference call schedule Financing Fee I Employment Objections Fee I Employment Objections Fee I Employment Objections Financing Research investment banker engagement fee structures Continue to research investment banker engagement fee structures Continue researching investment banker engagement fee structures Review and analyze proposed DIP Order, comments from counsel and provide comments on same to working group Review and analyze red line of debtors DIP financing motion received from UCC counsel Review and analyze cash flow and financial projections and !prepare liquidation analysis Review draft DIP objection, provide comments on same to team Prepare comment on objection to DIP order and discuss same with J. Pidcock (CM)

1.1

0.8

0.6 0.7 1.3 0.4

71612012 71612012 71612012 71612012

A. Kindorf A. Kindorf
A. Kindorf

2.4 2.5 1.3 2.4

J. Pidcock

71612012 71612012

T. Turek M. Davidson J. Pidcock T. Turek

Financing Accounting I Auditing Financing Financing

0.6 0.7 2.3 0.4

71812012 71812012

Date
71812012

Name
T. Turek

Task Code
Financing

Description

71812012 71812012 71912012 71912012 71912012 71912012 71912012

T. Turek J. Pidcock J. Pidcock J. Pidcock J. Pidcock M. Fixler M. Fixler

Prepare final edits to objection to DIP motions and conference and correspond with counsel to UCC regarding same Review and analyze draft motion to object to debtor's DIP Financing order Meet I Conference Conference with T. Turek (CM) on DIP objection and comments on same Review historical financial information, discuss next steps Accounting I Auditing with various CM team members Review DIP fees and calculated interest rates over various Financing terms Review draft DIP objection and provide comments on same Financing Financing Financing Review and analyze DIP credit agreement and proposed Order and calculate effective interest rates on DIP Conference with Rothschild regarding outstanding diligence requests, 13 week cash flow build, DIP solicitation and negotiation process and stalking horse process Review and analyze DIP fees and other DIP terms Review Pacer court docket for interim DIP order, prepare analysis of Yucaipa proposed DIP loan fees and expenses, forward analysis for review by counsel, edit and finalize same in support ofUCC objections to final DIP motion

Hours 0.4

0.7 0.4
2.1

0.9
2.2

0.7
1.2

71912012 71912012

R. Barnett T. Turek

Financing Financing

0.4 0.7

71912012

T. Turek

71912012

T. Turek

719120!2 719120!2

J. Pidcock J. Pidcock

Begin review of financial and other data received from Rothschild (debtor representative) to respond to DIP financing motion Financing Prepare for and participate in initial call with debtor representatives Rothschild to review DIP budget and DIP marketing, status of sale process and other matters to fmther UCC knowledge of debtors financing and prospect for 2:oin2: concern sale Meet I Conference Prepare for and participate in conference call with counsel discussing the DIP objection Meet I Conference Conference with Rothschild, FA to debtor on status of data request, discuss DIP process and current status of sale Financing Meet I Conference Conference with Rothschild discussing historical performance, sales process, DIP components and market rates Meet I Conference Conferences with CM & Sidley teams regarding strategy on DIP objections, sale strategies and strategy to maximize value for UCC Meet I Conference Call with Rothschild to discuss cash flow and financial I projections Meet I Conference Prepare for and hold calls with Committee counsel regarding DIP order and Rothschild retention application and key issues and negotiations with Yucaipa Meet I Conference Prepare for and hold call regarding outstanding due diligence items from data request for Company

0.7

0.9

1.1

0.5

719120!2

J. Pidcock

719120!2

M. Fixler

2.2

719120!2 719120!2

M. Davidson R. Barnett

0.5 0.7

71912012

R. Barnett

0.4

Date
71912012

Name
R. Barnett

Task Code

Description

Hours
0.6

Meet I Conference Prepare for and hold call regarding calculation of DIP fees and update on releases for Yucaipa and associated issues Meet I Conference Follow-up call with M. Burke (UCC Counsel) regarding finding of debtor budget, sales process and strategy development and begin preparations for contested DIP hearin2: Meet I Conference Prepare for and participate in internal Conway MacKenzie professionals to discuss Allied data received and begin strategy development in support ofUCC recovery initiatives Meet I Conference Prepare for and participate in call with UCC counsel ahead of call with debtor representatives to coordinate questions and data reauests from debtor Review and analyze final DIP objection and DIP Financing benchmark analysis Financing Review information received from debtor including asset detail and proiections Conference with Rothschild and Debtor on cash flow model Financing and other data received Meet I Conference Prepare for and participate in conference call with Sidley discussing upcoming UCC conference call agenda and next steps Meet I Conference Various teleconferences with counsel on status of objection and next steps Meet I Conference Conference with UCC counsel for update on contested issues in DIP loan motion Meet I Conference Prepare for and conference with debtor and Rothschild regarding remaining outstanding due diligence and data request items Meet I Conference Prepare for and conference with CM team and Committee Counsel regarding DIP fees and releases and options regarding negotiations with Yucaipa and objection to DIP motion Meet I Conference Prepare for and participate in call with Committee counsel to coordinate strategy regarding DIP financing motion and sale process Meet I Conference Prepare for and pmiicipate in call with UCC to continue strategy development regarding objection to Yucaipa sponsored DIP Accounting I Review and analyze financial information received from Auditing debtor including forecast Financing Prepare for UCC conference call regarding financing, including review and analyze DIP motion and objection SUPPOrt Financing Review and analyze communications and updated objection from Committee Counsel regarding DIP Financing Review and analyze latest Yucaipa DIP financing motion Meet I Conference CM team internal strategy call Meet I Conference Pre-call with counsel discussing upcoming UCC conference call Meet I Conference Pmiicipate in UCC conference call

71912012

T. Turek

0.4

71912012

T. Turek

0.8

71912012

T. Turek

0.4

711012012 711012012 711012012 7110/2012

J. Pidcock J. Pidcock
J. Pidcock

0.7 2.4 1.6 1.4

J. Pidcock

7110/2012 711012012 711012012

J. Pidcock M. Fixler R. Barnett

0.7 0.5 0.8

7/1012012

R. Barnett

0.8

711012012

T. Turek

0.6

7110/2012

T. Turek

0.8

711112012 7!1112012

J. Pidcock J. Pidcock

3.1 2.2

7111/2012 711112012 711112012 711112012 7111/2012

R. Barnett T. Turek J. Pidcock

0.8 0.7 0.6 0.5

I

J. Pidcock
J. Pidcock

Date 711112012
711112012 7/1112012 711112012

Name
J. Pidcock M. Fixler R. Barnett T. Turek

Task Code

Description

711112012

T. Turek

711212012 711212012 711212012

J. Pidcock T. Turek T. Turek

7/1212012

T. Turek

711212012

T. Turek

711212012 711212012

T. Turek T. Turek

711212012

T. Turek

Meet I Conference Participate in conference call with debtor and Financial Advisor Meet I Conference Participate in UCC call regarding objection to DIP motion and pre-call among professionals Meet I Conference Prepare for and hold call with UCC regarding outstanding DIP and Rothschild retention issues Meet I Conference Prepare for and participate in conference call with Company and Rothschild regarding financial data, DIP loan, sale process, customer concentration and other matters in support ofUCC DIP loan objection UCC strategy develonment Meet I Conference Prepare for and participate in call with UCC and counsel to develop strategy for objection to latest Yucaipa DIP financing motion in support ofUCC Accounting I Prepare forecast summary and estimate weekly calculations Auditing Financing Review latest draft ofUCC objection to DIP financing motion Financing At request of the UCC, phone conversation with a party that may be a source of alternative DIP financing is one is required Financing Review latest draft of Yucaipa's response to UCC's objection to DIP financing motion in support of court hearing on same Financing Participate in strategy meeting with M. Burke (UCC Counsel) and other UCC counsel and develop response to multiple revised offers from Yucaipa on terms of DIP Financing: motion Financing Second phone conversation with source for possible alternative DIP financinf! Hearing Attendance Post court hearing discussion with Allied CFO and I Preparation Controller regarding the DIP budget, prospects for a going concern sale, operational issues and possible OEM customer concerns Hearing Attendance Attend and supp01t UCC counsel in court hearing to object I Preparation to Yucaipa proposed terms for DIP financing Hearing Attendance Pre hearing discussions with Allied management personnel I Preparation and UCC counsel regarding terms of DIP financing motion and sale orocess Meet I Conference Prepare for and participate in strategy meeting at office of local counsel Meet I Conference Participate in conference call with UCC and obtain authorization for objection to revised terms of DIP financing motion from Yucaipa Review of debtors cash flow and financial projections for Accounting I Auditing viability and assessment of value Accounting I Creation of liquidation analysis including review of balance Auditing sheets and diligence regarding liquidity of certain assets and IPriority of cash waterfall Asset Sale & Review and analyze balance sheet information in suppott of Disposition Suppott liquidation analysis

Hours 1.2
1.3

0.8
1.1

0.5

2.8 0.7 0.3

0.5

1.1

0.3 0.5

1.4

711212012

T. Turek

0.6

711212012 711212012

T. Turek T. Turek

0.7 0.4

711212012 711212012

M. Davidson M. Davidson

2.5 1.6

711312012

J. Pidcock

1.5

Date
711312012

Name
J. Pidcock

Task Code

Description

Hours
1.6

Asset Sale & Review and analyze initial liquidation analysis template and Disposition Support provide comments on same Review and analyze fleet and real estate appraisals and Asset Sale & Disposition Suppmi coordinate preparation of preliminary liquidation analysis and coordinate additional information request with Comnanv Fee I Employment Begin to prepare retention application Applications Fee I Employment Review and analyze summary of recent investment banker Objections engagements in Delaware cases to contrast with proposed Rothschild engagement Meet I Conference Call with J. Pidcock (CM) to debrief on previous days court hearing on DIP loan and coordinate staff efforts Accounting I Continue to prepare liquidation analysis including Auditing continued analysis of balance sheet and liquidity of assets Accounting I Auditing Asset Sale & Disposition Suppoti Review and analysis of real estate property and other hard assets regarding value for Liquidation Analysis Review and analyze draft liquidation analysis and prepare follow up questions for company on same

711312012

T. Turek

0.9

711312012 711312012

J. Pidcock M. Fixler

2.1 0.8

711312012 711312012

T. Turek M. Davidson

0.3 2.5

711312012 711612012

M. Davidson J. Pidcock

2.4

711612012

T. Turek

Asset Sale & Review and analyze first draft of liquidation analysis Disposition Suppmi Accounting I Auditing Accounting I Auditing Accounting I Auditing Fee I Employment Applications Fee I Employment Objections Meet I Conference Continue to prepare liquidation analysis including Teleconference with Scott Macaulay and Rothschild team Continue to perform liquidation analysis Review and analyze cash flow analysis and liquidation analysis Prepare draft fee application and circulate for comments Review and analyze Rothschild retention documents

0.4

711612012

M. Davidson

2.5

711612012 711712012 711712012 711712012 711712012 711712012 711712012

M. Davidson R. Barnett

0.7 0.8 1.5 0.4 2.1 0.7 0.6

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

Prepare for and pmticipate in conference call with counsel discussing UCC weekly call agenda Meet I Conference Prepare for and participate in call with counsel to recap Ipositions in advance of call with UCC Meet I Conference Creditor Committee call to discuss status of proceedings, Rothschild Fee structure, and liquidation analysis Meet I Conference Internal call to discuss liquidation analysis and Rothschild Fee Structure Meet I Conference Prepare for and participate in call with committee counsel and CM to discuss Rothschild retention and sale process for company Meet I Conference Prepare for and participate in call with UCC professionals to coordinate deliverables ahead of committee call on Wednesday Meet I Conference Conversation with industry source regarding sale process and Teamster local work rules

711712012 711712012

M. Davidson R. Barnett

0.3 0.8

711712012

T. Turek

0.5

711712012

T. Turek

0.5

Date
711712012 7/1812012

Name
T. Turek T. Turek

Task Code

Description

Hours
0.3 0.4

Meet I Conference Internal CM call to discuss first draft of liquidation analysis and retention application Review and analyze historical monthly financial statements Accounting I Auditing and forward same to CM team with comments on reconciliation to cash-flow forecast in support ofUCC understanding of debtors post-petition viability Edit finalize and distribute liquidation analysis Asset Sale & Disposition Support Fee I Employment Review and revise engagement letter Applications Meet I Conference Internal conference call in preparation for UCC weekly call Meet I Conference Prepare for and participate in weekly UCC conference call Meet I Conference Pre call with J. Pidcock (CM) and call with UCC regarding sale update and Rothschild retention application Meet I Conference Participation in creditor committee call to discuss sale process, current liquidity and cash forecast, and potential fees for sales transaction Meet I Conference Prepare for and participate in weekly conference call with the committee to discuss the Rothschild retention, liquidation analysis, cash and liquidity status and potential KERP Meet I Conference Review and comment on agenda for committee call, including conversation with J. Pidcock (CM) on same in supp01t of continued strategy development on sale process and Rothschild fee annlication for UCC Meet I Conference Prepare for and participate in weekly UCC committee call to review liquidation analysis, discuss initial sale process proceeds and objection to Rothschild's fee Review of Company financial projections and weekly cash Accounting I Auditing flows Review and analysis of cash flow variance analysis Accounting I Auditing Accounting I Creation of updated cash flow for creditor committee Auditing Accounting I Review weekly budget to actual report and underlying data, Auditing prepare follow up questions for management Fee I Employment Applications Accounting I Auditing Finalize engagement letter and circulate to counsel for retention application draft Continue to prepare creditor committee cash flow projections for weekly cash flow projections, including capital expenditures budget, business seasonality, and timin2: of certain asset accounts Continue to prepare creditor committee cash flow projections for weekly cash flow projections, including capital expenditures budget, business seasonality, and timin!l of certain asset accounts

711812012

T. Turek

0.7

711812012 711812012 711812012 711812012

M. Fixler J. Pidcock

0.6 0.5 2 1.1

J. Pidcock
M. Fixler

711812012

M. Davidson

0.9

711812012

R. Barnett

1.1

711812012

T. Turek

0.4

711812012

T. Turek

0.8

711812012 711812012 711812012 711912012 711912012 711912012

M. Davidson M. Davidson M. Davidson

1.8 1.6 2.4 2.2 2 2.5

J. Pidcock J. Pidcock
M. Davidson

711912012

M. Davidson

Accounting I Auditing

2.5

Date
711912012

Name
M. Davidson

Task Code
Accounting I Auditing

Description
Continue to prepare creditor committee cash flow projections for weekly cash flow projections, including capital expenditures budget, business seasonality, and timing of ceiiain asset accounts Conference with T. Turek (CM) on status of case, review of financial performance and next steps Conference with counsel on status of financial reporting, status of sale process and next steps Continue to prepare cash flow and financial projections for operating performance and liquidity Updates and continued worked to financial and cash flow projections Review draft retention application, add comments to same and circulate internally for comment Review and comment on retention application

Hours
0.5

712012012 712012012 7/20/2012 712312012 712312012 712312012 712412012 712412012 712412012 712412012

J. Pidcock J. Pidcock
M. Davidson M. Davidson

Meet I Conference Meet I Conference

0.5 0.4 2.5 2 2.1 0.4 0.4 2.3 2.1 1.5

J. Pidcock
M. Fixler T. Turek

J. Pidcock
M. Davidson M. Davidson

Accounting I Auditing Accounting I Auditing Fee I Employment Applications Fee I Employment Applications Fee I Employment Review and edit draft retention application Applications Review recent cowi filings and weekly repmiing Financing information Accounting I Continue to prepare financial and cash flow projections Auditing Meet I Conference Prepare for and participate in weekly UCC conference call discussing relevant issues facing UCC and next steps Financing

712412012 712512012

M. Davidson T. Turek

712512012

J. Pidcock

Review of DIP loan court documents for covenant analysis and cash flow operating assumptions Fee I Employment Review draft of retention application and edit same with Applications updated summary conflict check information in support of UCC activities Meet I Conference Prepare for and participate in weekly UCC conference call discussing relevant issues facing UCC and next steps Meet I Conference Conference with Rothschild on weekly reporting results and status of sale process Meet I Conference Conference with counsel in preparation for the UCC call Meet I Conference Participate in call with Sidley as pre-call to UCC weekly call Meet I Conference Prepare for and pmiicipate in case coordination call with Sidley and CM teams, including review information on the sale process and liquiditY Meet I Conference Prepare for and participate in weekly UCC update call, including reporting on liquidity and sale process in support of UCC directives Prepare updated cash flow for creditor committee review Accounting I Auditing Review and analyze Weekly Cash Flow results vs budget Accounting I Auditing and covenant analysis Meet I Conference Prepare for and participate in weekly UCC update call, including reporting on liquidity and sale process in support of UCC directives

0.9 0.9

1.7

712512012 712512012 712512012 712512012

J. Pidcock J. Pidcock
M. Fixler T. Turek

0.4 0.3 0.3 0.6

712512012

T. Turek

0.7

712512012 712512012 712512012

M. Davidson M. Davidson M. Davidson

7.1 7.1 7.1

Date
712612012

Name
J. Pidcock

Task Code

Description

Hours
1.3

Asset Sale & Research target companies and status of sale Disposition Support Financing Financing Review and analyze weekly reporting information

712612012 712612012

J. Pidcock T. Turek

2.4 0.6

7/2612012 712612012 712612012 712612012

J. Pidcock M. Davidson M. Davidson M. Davidson

Review and analyze summary financial data from debtor and violation of DIP budget, waiver from DIP provider, and financial data ahead of call with debtor and its advisors in support of vetting debtors liquidity Meet I Conference Prepare for management conference call regarding forecasting and budget to actual results Accounting I Continued updates to financial and cash forecast for Auditing operating and balance sheet assumptions Meet I Conference Updates to UCC Presentation package for financial data and liquidation analysis updates Asset Sale & Updates to Liquidation analysis for updated cash flows and Disposition Support wind down assumptions Accounting I Review company projections and internal comparison of Auditing same Meet I Conference Participate in call with management discussing business forecasting and budget to actual results Meet I Conference Conference with counsel discussing the meeting with management and next steps Meet I Conference Participate in call with CM team after temporary adjournment of call with debtor to discuss additional Iquestions on budget Meet I Conference Prepare for and participate in conference call with debtor regarding its DIP budget and the sale process Conference with Scott McCauley and Rothschild regarding Accounting I Auditing financial projections and working assumptions Meet I Conference Prepare updates to financial and cash forecast Accounting I Auditing Accounting I Auditing Prepare Allied financial and cash projections, including units hauled analysis, 2012 vs 2013 debtor operating budget, year-over-year balance sheet analysis Continue to prepare Allied financial and cash projections, including units hauled analysis, 2012 vs 2013 debtor operating budget, year-over-year balance sheet analysis

0.7 2 2.3 1.9

712712012 712712012 712712012 712712012

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

2.8 1.7 0.4 0.3

712712012 712712012

T. Turek M. Davidson

0.9 1.7

712712012 713012012

M. Davidson M. Davidson

1.3 2.5

713012012

M. Davidson

0.9

713012012 713012012 713012012

M. Davidson M. Davidson M. Davidson

Meet I Conference Prepare various analyses for UCC financial presentation Meet I Conference Create presentation for UCC weekly update call Review and analyze weekly cash flow performance vs. budget and analysis of covenants and operating performance Accounting I Review and analyze financial information, including weekly rep01ting Auditing Meet I Conference Prepare talking points for upcoming UCC conference Accounting I Auditing Accounting I Auditing Perform various analyses for UCC financial presentation Prepare on Allied financial and cash projections Accounting I Auditing

1.6 0.9 2.3

713112012 713112012 713112012 713112012

J. Pidcock J. Pidcock M. Davidson M. Davidson

2.3 0.4 2.5 2.2

Date
713!120 12 713! 12012

Name
M. Davidson M. Davidson

Task Code
Accounting I Auditing Accounting I Auditing

Description
Continue to perform various analyses for UCC financial Ipresentation Prepare presentation for UCC weekly update call

Hours
0.4 2.9

Total Hours

242.1

10

Conway MacKenzie, Inc. Detailed Expenses - Unsecured Creditors Committee ofAllied Systems Holdings, Inc., et. al. Second Monthly Compensation Application, July I, 2012 Through July 31, 2012 Date 711112012
7112/2012 7113/2012 7113/2012 7113/2012 7113/2012

Description Airfare - Participate in strategy sessions and attend hearing on DIP Financing in support $ ofUCC objection to same. Lodging - Participate in strategy sessions and attend hearing on DIP Financing in $ support ofUCC objection to same. $ Lodging - Participate in strategy sessions and attend hearing on DIP Financing in support of UCC objection to same. $ Meals -Participate in strategy sessions and attend hearing on DIP Financing in support ofUCC objection to same. Parking- Participate in strategy sessions and attend hearing on DIP Financing in support $ ofUCC objection to same. Rental car and Fuel for same- Participate in strategy sessions and attend hearing on DIP $ Financing in support ofUCC objection to same.
,$

Amount 341.20
191.32 308.43 135.03 78.50 208.79

Total

1,263.27

CERTIFICATE OF SERVICE

I, William A. Hazeltine, hereby certify that on the, hereby certify that, on September 18, 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. September 18, 2012 Date Is/ William A. Hazeltine William A. Hazeltine