10000000573

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et al./ Case No. 12-11564 (CSS)
Debtors. (Jointly Administered)
Objection Deadline: November 21, 2012 at 4:00p.m. (EST)
FOURTH MONTHLY APPLICATION OF RICHARDS, LAYTON
& FINGER, P.A. FOR ALLOWANCE OF COMPENSATION FOR
SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES
AS CO-COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR
THE PERIOD FROM SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012
Name of Applicant:
Authorized to Provide Professional Services to:
Date of Retention:
Period for which compensation
and reimbursement are sought:
Amount of Compensation sought as actual,
reasonable, and necessary:
Amount of Expense Reimbursement sought
as actual, reasonable, and necessary:
This is a(n): _x_ monthly interim
Richards, Layton & Finger, P.A.
the above-captioned debtors and debtors-in-
possessiOn
July 20,2012, nunc pro tunc to June 10,
2012
September 1, 2012 through September 30, 2012
$49,997.60 (80% of $62,497.00)
$2 090.12
final application
The Debtors in these cases, 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. (58-220 I 081 ); 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
(875688228); 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.
RLFI 7511945v.l
Prior Applications Filed:
Date Filed Period Covered Fees Expenses
7/31/12 06/10/12 - 06/30/12 $99,240.00 $25,446.16
8/27112 07/01112- 7/31112 $95,831.00 $5,534.99
9/28/12 08/01/12-08/31/12 $48,963.00 $1,291.32
11/1112 09/01/12-09/30/12 $62,497.00 $2,090.12
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RLFI 7511945v.l
COMPENSATION BY PROFESSIONAL
SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012
Name of Professional Position, year assumed Hourly Total Total
Individual position, prior relevant Billing Rate Hours Compensation
experience, year of (including Billed
obtaining relevant changes)
license to practice
Mark D. Collins Joined firm as associate $750 31.2 $23,400.00
in 1993. Director in
$375 4.8 $1,800.00
1998. Member of DE
(112 travel
Bar since I 991.
rate)
Robert J. Stearn, Jr. Joined firm as associate $675 7.3 $4,927.50
in 1990. Director in
1998. Member of DE
Bar since 1990.
Christopher M. Samis Joined firm as associate $375 35.5 $13,312.50
in 2006. Member of DE
and P A Bars since 2006.
L. Katherine Good Joined firm as associate $375 0.1 $37.50
in 2007. Member ofPA
Bar since 2007.
Member if DE Bar since
2008.
Marisa A. Terranova Joined firm as associate $325 35.3 $11,472.50
in 2009. Member ofNJ
Bar since 2008.
Member of DE Bar since
2009. Member of NY
Bar since 20 I 0.
Andrew C. lrgens Joined firm as associate $325 0.6 $195.00
in 2008. Member of DE
Bar since 2009.
Will Romanowicz Joined firm as associate $250 1.2 $300.00
in 2012.
Barbara J. Witters Paralegal since 2000. $205 31.0 $6,355.00
Joined firm in 2000.
Ann Jerominski Paralegal since 1995. $205 3.2 $656.00
Cathy M. Greer Paralegal since 1995. $205 0.2 $41.00
TOTAL
l.so:4 $62,4?'7.oo
- 3 -
RLFI 7511945v.l
Dated: November I, 2012
Wilmington, Delaware
RLFI7511945v.l
-4-
Grand Total
Attorney Compensation
Total Attorney Hours
Blended Rate
$62,497.00
$55,445.00
116.0
$477.97
COMPENSATION BY PROJECT CATEGORY
Project Category Total Hours
Case Administration (A) 8.1
Creditor Inquiries (B) 0.0
Meetings (C) 4.6
Executory Contracts/Unexpired Leases (D) 7.1
Automatic Stay/ Adequate Protection (E) 17.2
Plan of Re-Organization/Disclosure Statement (F) 7.8
Use, Sale, Lease of Assets (G) 1.8
Cash Collateral/DIP Financing (H) 1.0
Claims Administration (I) 0.9
Court Hearings (J) 15.7
General Corporate/Real Estate (K) 3.5
Schedules/SOFA/U.S. Trustee Reports (L) 1.1
Employee Issues (M) 21.1
Enviromnental (N) 0.0
Tax Issues (0) 0.0
Litigation/ Adversary Proceedings (P) 20.7
RL&F Retention (Q-1) 0.0
Retention of Others (Q-2) 20.4
RL&F Fee Applications (R-1) 4.0
Fee Applications of Others (R-2) 10.6
Vendor/Supplies (S) 0.0
Non-Working Travel (T) 4.8
Utilities (U) 0.0
Insurance (V) 0.0
TOTAL 1,:1)0;4
- 5 -
RLFI 7511945v.l
Total Fees
$1,926.50
$0.00
$3,450.00
$2,497.50
$6,132.00
$2,524.00
$1,012.50
$600.00
$474.00
$6,509.50
$2,625.00
$397.50
$6,598.50
$0.00
$0.00
$12,383.50
$0.00
$9,599.50
$1,166.00
$2,801.00
$0.00
$1,800.00
$0.00
$0.00
$()2,4"n;oo
EXPENSE SUMMARY
Expense Category Service Provider Total Expenses
(if applicable)
Long Distance Telephone $234.91
Conference Calling $0.00
In-House Reproduction Duplication: I ,659 @ $.1 0/pg. $728.30
(Duplication/Printing)
Printing: 5,624@ $.10/pg.
Outside Reproduction $0.00
Electronic Legal Research $0.00
Filing Fees/Court Costs American Express $25.00
Court Reporting Veritext/NY Reporting Co. $0.00
Travel Expenses American Express, Mark D. Collins $369.00
Inside Courier & Expense $0.00
Carriers
Outside Courier & Expense Fed Ex and Blue Marble $141.13
Carriers
Postage $14.63
Binding $0.00
Business Meals Please see the attached chart $121.23
Document Retrieval Pacer $403.30
Record Retrieval $0.00
Room Rental $0.00
Professional Services $0.00
Overtime $52.62
TOTAL $2090.12
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RLFI 7511945v.l
BUSINESS MEAL DETAIL
Date Provider Meal& Description Amount
Posted #of people
8/29/2012 Rodney Grill Breakfast for 1 0 8/29/12 Hearing $26.46
9/28/2012 Rodney Grill Breakfast for 7 9/28/12 Hearing $94.77
TOTAL $121.23
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RLFI7511945v.l
In re: Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et a/.,
1
Case No. 12-11564 (CSS)
Objection Deadline: November 21,2012 at 4:00p.m. (EST)
FOURTH APPLICATION OF RICHARDS, LAYTON & FINGER, P.A.
FOR ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS
CO-COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR
THE PERIOD FROM SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012
Pursuant to sections 330 and 331 of title 11 of the United States Code (the "Bankruptcy
Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),
and the Order Establishing Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Official Committee Members [Docket No. 215] (the
"Administrative Order"), Richards, Layton & Finger, P.A. ("RL&F") hereby files this Fourth
Monthly Application for Allowance of Compensation for Services Rendered and for
Reimbursement of Expenses as Co-Counsel to the Debtors and Debtors-in-Possession for the
Period From September 1, 2012 through September 30, 2012 (the "Application"). By this
Application, RL&F seeks a monthly allowance pursuant to the Administrative Order with respect
to the sums of$62,497.00 (80% of which equals $49,997.60) as compensation and $2,090.12 for
reimbursement of actual and necessary expenses for a total of $64,587.12 for the period
Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); Axis Areta, LLC ( 45-5215545); Axis Canada Company
29I8187); 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-
RLFl 7511945v.l
September 1, 2012 through and including September 30, 2012 (the "Compensation Period"). In
support of this Application, RL&F respectfully represents as follows:
Background
1. On May 17, 2012 (the "Involuntary Petition Date"), involuntary petitions were
filed against Allied Systems Holdings, Inc. ("Allied Holdings") and its subsidiary Allied
Systems, Ltd. (L.P.) ("Allied Systems") under chapter 11 of the Bankruptcy Code in this Court.
On June 10, 2012 (the "Voluntary Petition Date," and together with the Involuntary Petition
Date, the "Petition Date," as applicable to the particular Debtor), the remaining Debtors filed
voluntary petitions m this Court and, in connection therewith, Allied Holdings and Allied
Systems consented to the involuntary petitions filed against them. Additional information
regarding the Debtors' business and the background relating to events leading up to the above-
captioned chapter 11 cases can be found in the Declaration of Scott D. Macaulay in Support of
First-Day Pleadings [Docket No. 80] which was filed on the Voluntary Petition Date.
2. RL&F was retained effective as of the Voluntary Petition Date by this Court's
Order dated July 20, 2012 (the "Retention Order"). The Retention Order authorized RL&F to
be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket
expenses.
Compensation Paid and Its Source
3. All services for which compensation is requested by RL&F were performed for or
on behalf of the Debtors.
4. Except to the extent of the retainer paid to RL&F as described in the application
seeking approval of RL&F's employment by the Debtors during the period covered by this
Application, RL&F has received no payment and no promises for payment from any source for
services rendered or to be rendered in any capacity whatsoever in connection with the matters
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RLFI 7511945v.l
covered by this Application. There is no agreement or understanding between RL&F and any
other person other than the directors of RL&F for the sharing of compensation to be received for
services rendered in these cases.
Fee Statements
5. The fee statement for the Compensation Period is attached hereto as Exhibit A.
This statement contains daily time logs describing the time spent by each attorney and
paraprofessional for this period. To the best of RL&F's knowledge, this Application complies
with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
the Guidelines adopted by the Office of the United States Trustee, Del. Bankr. L.R. 2016-2, and
the Administrative Order.
Aetna! and Necessary Expenses
6. A summary of actual and necessary expenses and daily logs of expenses incurred
by RL&F during the Compensation Period is attached hereto as Exhibit B. RL&F charges all of
its bankruptcy clients $.10 per page for photocopying expenses and $.10 per page for printing.
Actual long-distance carrier charges for outgoing facsimile transmissions are reflected in the
long-distance telephone charges.
7. Regarding providers of on-line legal research ( ~ , LEXIS and WESTLA W),
RL&F charges all of its clients the standard usage rates these providers charge, which, due to
contractual flat fees, may not always equal RL&F's actual cost. RL&F currently is under
contract to pay these providers a flat fee every month. Charging its clients the on-line providers'
standard usage rates allows RL&F to cover adequately the monthly flat fees it must pay to these
types of providers.
8. RL&F believes the foregoing rates are the market rates that the majority of law
firms charges clients for such services. In addition, RL&F believes that such charges are in
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RLFI 7511945v.l
accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's
Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other
charges.
Summary of Services Rendered
9. The directors and associates of RL&F who have rendered professional services in
these cases are as follows: Mark D. Collins, Robert J. Stearn, Jr., Christopher M. Samis, L.
Katherine Good, Marisa A. Terranova, Andrew C. Irgens and Will Romanowicz. The
paraprofessionals of RL&F who have provided service to these attorneys in these cases is as
follows: Barbara J. Witters, Ann Jerominski and Cathy M. Greer.
I 0. RL&F, by and through the above-named persons, has prepared and/or assisted in
the preparation of various applications and orders submitted to the Court for consideration,
advised the Debtors on a regular basis with respect to various matters in connection with these
cases, and has performed all necessary professional services which are described and narrated in
detail hereinafter.
Summary of Services By Project
11. The services rendered by RL&F during the Compensation Period can be grouped
into the categories set forth below. These categories are generally described below, with a more
detailed identification of the actual services provided set forth on the attached Exhibit A. The
attorneys and paraprofessionals who rendered services relating to each category are identified,
along with the number of hours for each individual and the total compensation sought for each
category, in Exhibit A attached hereto.
- 4-
RLFI 7511945v.l
A. Case Administration/Miscellaneous Matters
Fees: $1,926.50 Total Hours: 8.1
This category includes all matters related to filing documents with the Court, service
thereof, maintenance of calendars, communications with the U.S. Trustee, review of work in
process reports, review of notices of appearance and maintaining service lists.
B. Creditor Inquiries
Fees: $0.00 Total Hours: 0.0
This category includes all matters related to responding to creditor inquiries.
C. Meetings
This category includes all matters related to preparing for and attending meetings with
Debtors, the creditors' committees, individual creditors, the U.S. Trustee and co-counsel.
D. Executory Contracts/Unexpired Leases
This category includes all matters related to contract and lease analysis and matters
related to assumption, assignment or rejection of executory contracts and unexpired leases.
E. Automatic Stay/ Adequate Protection
This category includes all matters related to and including all motions to modify the
automatic stay, issues related to the effect of the automatic stay or pending matters, and all other
types of actions where adequate protection is the central issue.
- 5 -
RLFI 75!1945v.l
F. Plan of Reorganization/Disclosure Statement
This category includes all matters related to review, formulation, negotiation, preparation
and promulgation of plans of reorganization, disclosure statements, and related corporate
documentation and research relating thereto.
G. Use, Sale, Lease of Assets
This category includes all matters relating to acquisitions, dispositions and other post
petition uses of property of the estate.
H. Cash Collateral/DIP Financing
This category includes all matters relating to negotiation and documentation of debtor in
possessiOn financing and post -confirmation financing, all cash collateral issues and related
pleadings.
I. Claims Administration
Fees: $474.00 Total Hours: 0. 9
This category includes all matters related to and including claims administration matters
and bar date matters, including claims objections and related contested matters.
J. Court Hearings
This category includes all matters relating to preparation for and attendance at court
hearings.
- 6 -
RLFI 7511945v.l
K. General Corporate/Real Estate
This category includes all matters relating to transactional, corporate governance and
related matters involving the debtors' business operations that are not part of a plan of
reorganization or disclosure statement.
L. Schedules/SOFA/U.S. Trustee Reports
This category includes preparation of schedules and amendments, statements of financial
affairs and amendments, operating reports and other reports required by the U.S. Trustee or
Bankruptcy Court.
M. Employee Issues
This category includes all matters related to employee wages, benefits, collective
bargaining issues, other employee relations matters, ERISA, and retirement benefits.
N. Environmental
This category includes all environmental matters, other than environmental aspects of
plan of reorganization.
0. Tax Issues
This category includes all federal and state income, property, employment, excise and
other tax matters, other than the tax aspects of plan of reorganization.
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RLFI 7511945v.l
P. Litigation/Adversary Proceedings
This category includes all matters relating to litigation and adversary proceedings.
Q-1. RL&F Applications
This category includes all matters related to preparing applications to retain RL&F and
supplements thereto.
Q-2. Retention of Others
This category includes time spent reviewing applications for retention by other
professionals, objecting to the retention of other professionals and assisting other professionals
with preparing and filing retention applications.
R-1. RL&F Fee Application
This category includes all time spent preparing, rev1ewmg, filing, circulating and/or
relating to monthly invoices and fee applications for RL&F.
R-2. Fee Application of Others
Fees: $2,801.00 Total Hours: l 0.6
This category includes time spent reviewing invoices or applications of other
professionals, objecting to fees of other professionals and assisting other professionals with filing
and circulating monthly invoices and applications.
- 8-
RLFI 7511945v.l
S. Vendor/Supplies
This category includes all matters related to vendors and suppliers, including reclamation
ISSUeS.
T. Non-Working Travel
This category includes all travel time not otherwise chargeable.
U. Utilities
This category includes all matters related to utility issues.
V. Insurance
This category includes all matters related to insurance policies or coverage.
Valuation of Services
12. Attorneys and paraprofessionals ofRL&F have expended a total of 150.4 hours in
connection with this matter during the Compensation Period, as follows:
ATTORNEYS HOURS HOURLY RATE
Mark D. Collins 31.2 $750
Mark D. Collins 4.8 $375
Robert J. Stearn, Jr. 7.3 $675
Christopher M. Samis 35.5 $375
L. Katherine Good 0.1 $375
Marisa A. Terranova 35.3 $325
Andrew C. Irgens 0.6 $325
Will Romanowicz 1.2 $250
PARAPROFESSIONALS HOURS HOURLY RATE
Barbara J. Witters 31.0 $205
Ann J erominski 3.2 $205
Cathy M. Greer 0.2 $205
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RLFI 7511945v.l
The nature of the work performed by these persons is fully set forth in Exhibit A attached
hereto. These are RL&F' s normal hourly rates for work of this character. The reasonable value
of the services rendered by RL&F to the Debtors during the Compensation Period is $62,497.00.
13. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
it is respectfully submitted that the amount requested by RL&F is fair and reasonable given (a)
the complexity of these cases, (b) the time expended, (c) the nature and extent of the services
rendered, (d) the value of such services, and (e) the costs of comparable services other than in a
case under this title. Moreover, RL&F has reviewed the requirements of Del. Bankr. L.R. 2016-
2 and believes that this Application complies with that Rule.
- 10-
RLFI 7511945v.l
WHEREFORE, RL&F respectfully requests that the Court authorize that for the period
September 1, 2012 through September 30, 2012, an allowance be made to RL&F pursuant to the
terms of the Administrative Order, with respect to the sum of $62,497.00 as compensation for
necessary professional services rendered (80% of which equals $49,997.60), and the sum of
$2,090.12 as 100% reimbursement of actual necessary costs and expenses, for a total of
$64,587.12 and that such sums be authorized for payment and for such other and further relief as
this Court may deem just and proper.
Dated: November 1, 2012
RLFl 75 11945v. l

/ Mark Ii COIIn{s(NO: 2981)
Christopher M. Samis (No. 4909)
Marisa A. Terranova (No. 5396)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
E-mail: samis@rlf.com
E-mail: terranova@rlf.com
-and-
Jeffrey W. Kelley (GA Bar No. 412296)
Ezra H. Cohen (GA Bar No. 173800)
TROUTMANSANDERSLLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308-2216
Telephone No.: (404) 885-3000
Facsimi le No.: (404) 885-3900
E-Mail: jeffrey.kelley@troutmansanders.com
E-Mail: ezra. cohen@tro utmansanders. com
Counsel for the Debtors
- 11 -
VEIUFICATION
STATE OF DELAWARE )
) SS:
COUNTY OF NEW CASTLE )
Marisa A. Terranova, after being duly sworn according to law, deposes and says:
a) 1 am an associate with the applicant firm, Richards, Layton & Finger,
P.A. , and have been admitted to appear before this Court.
b) I am familiar with the work performed on behalf of the Debtors by the
lawyers in the firm.
c) I have reviewed the foregoing Application and the facts set forth therein
are true and correct to the best of my knowledge, information and belief. Moreover, I have
reviewed Del. Bankr. L.R. 2016-2, and submit that the Application substantially complies with
such order.
SWORN AND SUBSCRIBED before me
st day of November, 2012.
RLFI 75 11 945v.l
~ - k ~
Marisa A.dri1U10va (No. 5396)
In re: Chapter 11
ALLIED SYSTEMS HOLDINGS, INC., et a/.,
1
Case No. 12-11564 (CSS)
Objection Deadline: November 21, 2012 at 4:00p.m. (EST)
NOTICE OF FOURTH MONTHLY FEE APPLICATION
OF RICHARDS, LAYTON & FINGER, P.A.
PLEASE TAKE NOTICE that Richards, Layton & Finger, P.A. (the
"Applicant") has today filed the attached Fourth Monthly Application of Richards, Layton &
Finger, P.A. for Allowance of Compensation for Services Rendered and for
Reimbursement of Expenses as Co-Counsel to the Debtors and Debtors-in-Possession for
the Period from September 1, 2012 through September 30, 2012 (the "Application") with the
United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor,
Wilmington, Delaware 1980 I (the "Bankruptcy Court").
PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application
must be made in accordance with the Order Establishing Procedures for Interim Compensation
and Reimbursement of Expenses for Professionals and Official Committee Members (the
"Interim Compensation Order"), entered July 10, 2012 [Docket No. 215], and must be filed
Group, Inc. (58-2201 081 ); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-
0 169283); Allied Systems, Ltd. (L.P.) (58-171 0028); Axis Areta, LLC (45-5215545); Axis Canada Company
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 (382349563); and Terminal Services LLC (91-
RLf1 6764031 v.l
with the Clerk of the Bankruptcy Court, and be served upon and received by: (i) the Debtors,
Allied Systems Holdings, Inc., 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345
(Attn: John A. Blount); (ii) 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); (iii) the Office of 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 (iv) 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 D. Sullivan); (collectively, the "Notice Parties") so as to be received no later than
November 21, 2012 at 4:00 p.m. (the "Objection Deadline").
PLEASE TAKE FURTHER NOTICE that if no objections are received by the
Notice Parties prior to the Objection Deadline, in accordance with the Interim Compensation
Order, the Applicant may be paid certain fees and expenses pursuant to the terms of the Interim
Compensation Order, without further notice or hearing. If an objection is properly filed and
served and such objection is not otherwise resolved, or the Bankruptcy Court determines that a
hearing should be held in respect of the Application, a hearing will be held at a time convenient
to the Bankruptcy Court. Only those objections made in writing and timely filed, served and
- 2 -
RLFI 6764031v.l
received in accordance with the Interim Compensation Order will be considered by the
Bankruptcy Court at the hearing.
Dated: November 1, 2012
RLFI 6764031 v. l

Christopher M. Samis (No. 4909)
Marisa A. Terranova (No. 5396)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: collins@rlf.com
E-mail: samis@rlf.com
E-mail: terranova@rlf.com
-and-
Jeffrey W. Kelley (GA Bar No. 412296)
Ezra H. Cohen (GA Bar No. 173800)
TROUTMAN SANDERS LLP
Bank of America Plaza
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308-2216
Telephone: ( 404) 885-3000
Facsimile: (404) 885-3900
E-Mail : jeffrey.kelley@troutmansanders.com
E-Mail : ezra.cohen@troutmansanders.com
Counselfor Debtors and Debtors-in-Possession
- 3 -
EXHIBIT A
RLFI 7511945v.l
John Blount, Esq.
Senior Vice President, Chief Administrative Officer, Secretary and
General Counsel
October 31,2012
Invoice 417 468
Page 3
Allied Systems Holdings, Inc.
2302 Parklake Drive, Building 15, Suite 600
Atlanta GA 30345
Client# 738505
Matter# 176969
For services through September 30, 2012
relating to Case Administration
09/04/12
Paralegal
09/04/12
Associate
09/05/12
Paralegal
09/06/12
Paralegal
09/06/12
Associate
09/07/12
Paralegal
09/10/12
Paralegal
Review docket (.1 ); Retrieve re: filed pleadings (.1 ); E-mail to distribution
re: same ( .1)
Barbara J. Witters 0.30 hrs. 205.00
Call from E. Cohen re: various service questions (.3); Review critical dates
and calendar same (.2)
Christopher M. Samis 0.50 hrs. 375.00
Review docket (.1); Review and update critical dates (.1); E-mail to RLF
distribution re: same (.1 ); Retrieve re: filed pleadings (.1 ); E-mail to
distribution re: same (.1)
Attention to J. Starn re: addition to distribution list (.1); Update distribution
list (.1)
Emails to J. Kelley re: status of Committee confidentiality agreement
Attention to e-mail from M. Terranova re: 2002 service list (.1 ); E-mail to J.
Dawson re: contact info for Omni (.1 ); Review docket (.1 ); Retrieve re:
filed pleadings (.1); E-mail to distribution re: same (.1)
Review docket (.1 ); Review and update critical dates (.2); E-mail to RLF
$61.50
$187.50
$102.50
$41.00
$75.00
$102.50
$123.00
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31,2012
Invoice 417 468
Page4
Client# 738505
Matter# 176969
09/10/12
Associate
Email toM. Terranova re: filing pro hac for J. Cavender for KERP motion
09/10/12
Associate
09111112
Review pro hac vice motion for J. Cavender
Marisa A. Terranova 0.10 hrs. 325.00
Finalize and file re: pro hac for J. Cavender (.2); Coordinate to Judge
Sontchi re: same (.1 ); Review docket (.1 ); Retrieve re: filed pleadings (.1 );
E-mail to distribution re: same (.1)
$37.50
$32.50
Paralegal Barbara J. Witters 0.60 hrs. 205.00 $123.00
09111112
Associate
09113/12
Paralegal
09/14112
Paralegal
09/17112
Paralegal
09/19112
Paralegal
09/20/12
Paralegal
Coordinate filing pro hac vice motion
re: same ( .1)
re: same ( .1)
Review docket (.1); Retrieve re: filed pleadings (.2); E-mail to distribution
re: same (.1)
Review docket (.1); Review and update critical dates (.1); E-mail to RLF
Review docket (.1 ); Retrieve re: filed pleading (.1 ); E-mail to distribution
re: same (.1)
$32.50
$61.50
$61.50
$82.00
$102.50
$61.50
John Blount, Esq. October 31,2012
Invoice 417 468 Senior Vice President, Chief Administrative Officer, Secretary and
General Counsel
Page 5
Client# 738505
Atlanta GA 30345
09/20/12
Associate
09/20/12
Associate
09/21/12
Paralegal
09/21/12
Associate
09/25/12
Paralegal
09/26/12
Paralegal
09/27112
Matter# 176969
Emails toM. Terranova re: correcting issues with service
Compile list of bad service addresses from Rust/Omni and received
correspondence to send to Troutman for update (.2); Draft e-mail to
Troutman regarding same (.1)
re: same (.I)
E-mail Rust/Omni regarding incorrect service addresses
MarisaA. Terranova 0.20 hrs. 325.00
Review docket (.1); Retrieve re: filed pleadings (.I); E-mail to distribution
re: same (.1)
Review docket(.!); Retrieve re: filed pleadings (.2); E-mail to distribution
re: same (.1)
Review docket (.I); Review and update critical dates (.I); E-mail to RLF
$75.00
$97.50
$61.50
$65.00
$61.50
$82.00
Paralegal Barbara J. Witters 0.50 hrs. 205.00 $102.50
09/27/12
Associate
09/28/12
Paralegal
Review critical dates calendar
Review docket (.1); Retrieve re: filed pleadings(.!); E-mail to distribution
re: same (.I)
$32.50
$61.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
Total Fees for Professional Services
TOTAL DUE FOR THIS INVOICE
TOTAL DUE FOR THIS MATTER
October 31, 2012
Invoice 417 468
Page 6
Client# 738505
Matter# 176969
$1,926.50
$1,926.50
$4,880.70
$6,807.20
John Blount, Esq.
General Counsel
Atlanta GA 30345
For services through September 30,2012
relating to Meetings
October 31,2012
Invoice 417468
Page 7
Client# 738505
Matter# 176969
09112112 Preparation for and attendance at meeting with first lien lenders, A. Harris,
J. Kelley, M. Gendregske, J. Blount and others re: plan and sale process
(3.8); Attend meeting with J. Kelley, M. Gendregske, J. Blount and S.
MacCauley re: same (.8)
Director Mark D. Collins 4.60 hrs. 750.00
$3,450.00
$3,450.00
$3,450.00
$226.60
$3,676.60
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 8
Atlanta GA 30345
Client # 73 8505
Matter# 176969
relating to Executory Contracts/Unexpired Leases
09/06/12
Associate
09/06/12
Associate
09/07/12
Associate
09/10/12
Paralegal
09/10/12
Associate
09/10/12
Associate
09/14/12
Associate
Review and revise 365( d)( 4) extension motion (I. I); Email toM. Terranova
re: comments to 365(d)(4) extension motion(.!)
Discussion with C. Samis re: comments to 365(d)(4) motion(.!); Revise
365(d)(4) motion (.7)
Email toM. Terranova re: filing of365(d)(4) extension motion
Finalize and file re: motion to extend time to assume or reject unexpired
leases (.2); E-mail to Omni re service of same (.I)
Emails toM. Terranova re: comments to and filing and service of365(d)(4)
extension motion (.2); Email to C. Richter re: filing and service of 365( d)
(4) extension motion (.1)
Circulate comments to motion to extend deadline to assume or reject to
Troutman (.! ); Phone call with E. Cohen and C. Richter regarding motion to
extend deadline to assume or reject (.1 ); Finalize motion for filing (.2);
Coordinate filing and service of same (.I)
Research application of365(e) to HQ security deposit dispute (.4); Email to
M. Brooks re: application of365( e) to HQ security deposit dispute (.1)
$450.00
$260.00
$37.50
$61.50
$112.50
$162.50
$187.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 9
Atlanta GA 30345
Client# 738505
Matter# 176969
09/20/12
Associate
09/21112
Associate
09/24/12
Associate
09/27112
Associate
09/28112
Paralegal
Call with J. Kelley re: new lease for Louisville terminal (.3); Call from C.
Daniel and J. Buehner re: new lease for Louisville terminal (.4); Call to A.
Harris re: new lease for Louisville terminal (.3); Call toM. Burke re: new
lease for Louisville terminal (.3); Call toM. Nestor re: new lease for
Louisville terminal (.3); Meet with. M. Collins re: new lease for Louisville
terminal (.3); Email to C. Daniel re: communicating with major
constituencies about new lease for Louisville terminal (.1 ); Email to A.
Harris re: new lease for Louisville terminal (.1 ); Email to M. Nestor re: new
lease for Louisville terminal (.1)
E-mail to C. Daniel re: bankruptcy court approval of treatment of Windsor
property case
E-mail to J. Kelley re: strategy for City of New York objection to 365( d)( 4)
extension motion (.1); Review City of New York objection to 365(d)(4)
extension motion (.4); E-mail to J. Kelley re: discussing finalized Louisville
lease with parties in interest ( .1)
Revise order approving extending 365( d) deadline (.2); Circulate clean and
blackline of same (.1)
Retrieve re: order extend time to assume or reject unexpired leases (.1 );
E-mail to Ornni re: service of same (.1)
$825.00
$37.50
$225.00
$97.50
$41.00
$2,497.50
$2,497.50
$112.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31, 2012
Invoice 417 468
Page 10
Client# 738505
Matter# 176969
$2,610.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page II
Atlanta GA 30345
Client# 738505
Matter# 176969
relating to Automatic Stay/ Adequate Protection
09/04112
Associate
09/05/12
Associate
09/06/12
Associate
09/07/12
Associate
09/11112
Associate
09/12112
Associate
09/13/12
Director
Call from T. Kramer re: stay relief in personal injury action (.2); Call from
B. Hersha re: stay relief in personal injury action (.2); Email to J. Cavender
re: discussing stay relief requests with insurers (.1)
Call with J. Cavender, J. Blount and TPA re: stay relief requests (.7);
Prepare for call with J. Cavender, J. Blount and TPA re: stay relief requests
(.3); Email to J. Cavender re: stay relief requests(.!)
Email to J. Davis re: discussion with Chartis on stay relief request(.!); Call
from W. Hersha re: stay relief request (.2)
Call from M. Hurford re: stay relief in personal injury action
Call with J. Cavender, M. Levitt and others re: stay relief stipulations for
personal injury plaintiffs (.5); Call toN. Savageau re: status of
communications with Chartis on consensual stay relief (.1 ); Call with J.
Cavender re: stay relief stipulations for personal injury plaintiffs (.4)
Call from B. Brenner re: status of stay relief request (.4); Email toM.
Lieberman re: status of stay relief request (.1)
Review stay relief motion filed by tort claimants
Mark D. Collins 0.20 hrs. 750.00
$187.50
$412.50
$112.50
$112.50
$375.00
$187.50
$150.00
John Blount, Esq.
General Counsel
October 31, 2012
Invoice 417 468
Page 12
Atlanta GA 30345
Client # 73 8505
09/14/12
Associate
09/17/12
Associate
09/17/12
Associate
09/18112
Associate
09/20112
Associate
09/21/12
Paralegal
09/21/12
Associate
09/24112
Paralegal
Matter# 176969
Call from R. Levine re: Smodic stay relief action (.6); Calls to D. Gadson
re: status of Smodic stay relief action (.2); Call to S. Tickle re: Smodic stay
relief action (.2); Email to S. Tickle re: Smodic stay relief action (.1); Email
to J. Cavender re: Martinez stay relief request ( .1)
Call to E. Monzo re: Wessler stay relief request (.3); Emails to J. Cavender
re: opposing pending stay relief motions (.2)
Discussion with C. Samis regarding motions for relief from automatic stay
and insurance considerations
Call toM. Hurford re: status of pending motions for relief from stay (.4);
Email to J. Cavender re: correspondence from R. Jones on stay relief(.!)
Call with J. Cavender re: addressing pending stay relief motions (.3);
Participate in conference call with E. Cohen, J. Cavender and J. Davis re:
addressing pending motions for relief from stay (1.1 ); Email to M. Levitt re:
strategy for pending stay relief motions (.1)
Christopher M. Samis 1.50 lus. 375.00
E-mail to J. Cavender re: joinder and motion to shorten Wessels relied stay
BarbaraJ. Witters 0.10 hrs. 205.00
E-mail to J. Cavender re: strategy for stay relief motions (.1); E-mails to B.
Witters re: providing stay relief joinders to J. Cavender (.1 x 2); Call w/J.
Cavender, E. Cohen, J. Davis and others re: stay relief strategy (.6)
Retrieve and circulate joinder to Wessels' stay relief motion (.1 ); Retrieve
and circulate motion shorten notice and expedite hearing re: joinder to stay
relief motion (.1)
Ann Jerominski 0.20 hrs. 205.00
$450.00
$187.50
$65.00
$187.50
$562.50
$20.50
$337.50
$41.00
John Blount, Esq.
General Counsel
October 31, 2012
Invoice 417 468
Page 13
Atlanta GA 30345
Client# 738505
09/24112
Associate
09/24/12
Associate
09/25112
Paralegal
09/25/12
Associate
09/26/12
Associate
09/26112
Associate
09/27/12
Associate
Matter# 176969
Calls with J. Cavender, E. Cohen, J. Davis and others re: stay relief strategy
(.5 X 2)
Contact co-counsel regarding motion to shorten stay relief motions (.I);
Phone calls (x2) with court regarding same (.1 ); Confirm no objection to
motion to shorten and contact court regarding same (.I)
Finalize and file re: objection to motions for stay relief (.2); Coordinate
service re: same(.!); Prepare aos re: same (.2)
Review objection to stay relief motions (.6); Review updated objection to
stay relief motions (.1 ); Finalize same (.1 ); Coordinate filing and service of
same(.!)
Review/revise onmibus response to stay relief motions (1.1 ); E-mail to J.
Cavender re: comments to stay relief response (.1 ); E-mail to M. Terranova
re: call from E. Monzo regarding Wessels stay relief motion (.I); Call from
E. Monzo re: Wessels stay relief motion (.2)
Phone call with counsel for the Wessels regarding sending documentation
and possible adjournment (.1 ); E-mail Troutman regarding same (.1 );
E-mail counsel for Wessels regarding policies and adjournment (.1)
E-mail to M. Brooks re: motions to extend stay (.1 ); Call to M. Brooks re:
motions to extend stay (.2); Call toM. Terranova re: motions to extend stay
(.2)
Christopher M. San1is 0.50 hrs. 375.00
$375.00
$97.50
$102.50
$292.50
$562.50
$97.50
$187.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 14
Atlanta GA 30345
Client# 738505
Matter# 176969
09/27/12
Associate
09/27/12
Associate
09/28/12
Paralegal
09/28112
Associate
Respond to correspondence from counsel for stay relief movants regarding
potential adjournment (.1 ); Contact co-counsel regarding same (.I)
Phone call with C. Samis regarding motions to extend automatic stay (.1);
Review dockets to pull documents related to motions to extend automatic
stay to non-debtor parties (1. 7); Draft e-mail to Troutman regarding same
(.2); Draft e-mail to Troutman regarding same (.4)
Finalize and file aos re: debtors objection to motions for relief from stay
Draft order denying stay relief pleadings
$65.00
$780.00
$20.50
$162.50
$6,132.00
$6,132.00
$348.10
$6,480.10
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Plan of Reorganization/Disclosure Statement
October 31,2012
Invoice 417 468
Page 15
Client # 73 8505
Matter# 176969
09/04112 Review first motion to extend exclusivity (1.3); Meet with M. Terranova re:
comments to first motion to extend exclusivity (.2)
Associate Christopher M. Samis 1.50 hrs. 375.00 $562.50
09/04112
Associate
09/05/12
Associate
09/07/12
Paralegal
09/07112
Associate
09/10112
Director
09/21112
Associate
09/21112
Associate
Discussion with C. Samis re: motion to extend exclusivity (.1 ); Revise same
per comments from C. Samis (.4); Further revise motion to extend
exclusivity (1.0); Circulate same to Troutman for review (.1)
Revise motion to extend exclusivity per additional comment from C. Sarnis
Finalize and file re: motion to extend exclusivity (.2); E-mail to OMNI re:
service of same ( .1)
Finalize motion to extend exclusivity (.1 ); Coordinate filing and service of
same (.1)
Review motion to extend exclusivity
E-mail to M. Terranova re: objections to exclusivity motion (.1 ); E-mail to
M. Terranova re: revisions to exclusivity order (.1)
Phone calls (x2) with counsel for Petition Creditors regarding extension of
deadline to objection to exclusivity (.2); E-mail C. Samis and J. Kelley re:
same(.l)
$520.00
$32.50
$61.50
$65.00
$150.00
$75.00
$97.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 16
Atlanta GA 30345
Client # 73 8505
Matter# 176969
09/24/12
Associate
09/24/12
Associate
09/25/12
Paralegal
09/25/12
Associate
09/25112
Associate
09/26/12
Paralegal
E-mail to J. Kelley re: revised exclusivity order
Christopher M. Samis 0 .l 0 hrs. 375.00
Revise exclusivity motion to reflect comments from committee (.2);
Circulate same to co-counsel for approval (.1)
Finalize and efile Certification of Counsel re: exclusivity motion (.2);
Coordinate service of same (.1)
Discussion with W. Romanowicz re: COC for exclusivity order (.2); Assist
W. Romanowicz re: COC for exclusivity order (.2); Circulate revised
exclusivity order to committee (.2); Review COC (.1 ); Revise COC re:
exclusivity order (.1); Finalize COC re: exclusivity order (.2); Coordinate
filing and service of same (.2); Make additional revision to COC re:
exclusivity order and coordinate filing revised version of same (.1)
Draft Certification of counsel regarding motion for extension of exclusivity
time to file Chapter 11 plan (. 7); Revise same (.5)
Will Romanowicz 1.20 hrs. 250.00
Retrieve re: order exclusivity (.1); E-mail to Omni re: service of same (.I)
$37.50
$97.50
$61.50
$422.50
$300.00
$41.00
$2,524.00
$2,524.00
$42.30
$2,566.30
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Use, Sale of Assets
Call from C. Richter re: status of Ashland sale process 09/06/12
Associate Christopher M. Samis 0.40 hrs. 375.00
09/26/12
Associate
09/28/12
Associate
Call to J. Kelley re: purchase of new computers for rigs
E-mail to M. Brooks re: bid for VW work
October 31,2012
Invoice 41 7 468
Page 17
Client # 73 8505
Matter# 176969
$150.00
$ll2.50
$75.00
09/30112 Call with J. Kelley, M. Johnson and E. Cohen re: status of sale process and
credit bid issues
Director Mark D. Collins 0.90 hrs. 750.00
$675.00
$1,012.50
$1,012.50
$2,996.00
$4,008.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Cash Collateral/DIP Financing
09/10/12
Associate
Email to M. Collins re: final DIP order
09/21/12 E-mail to M. Terranova re: stipulation to further extend Committee
challenge period
October 31,2012
Invoice 417 468
Page 18
Client# 738505
Matter# 176969
$37.50
$37.50
09/24/12 E-mail to M. Terranova re: confirming signature on stipulation further
extending the Committee challenge period
09/25/12
Director
Review documents concerning 4th amendment to prepetition credit
agreement
$75.00
$450.00
$600.00
$600.00
$6,429.70
$7,029.70
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Claims Administration
October 31, 2012
Invoice 417 468
Page 19
Client# 738505
Matter# 176969
09111112 E-mail to and from Omni re: Mississippi Dept of Revenue POC (.2);
Coordinate to S. Ewing re: original copy of same (.1)
Paralegal
09/26112
Associate
09/26/12
Director
Email to M. Collins re: Third Circuit pension withdrawal liability decision
L. Katherine Good 0.10 hrs. 375.00
Review Marcal Third Circuit decision
$61.50
$37.50
$375.00
$474.00
$474.00
$47.10
$521.10
John Blount, Esq.
General Counsel
October 31, 2012
Invoice 417468
Page 20
Atlanta GA 30345
Client # 73 8505
Matter# 176969
relating to Court Hearings
09/06/12
Paralegal
09/17/12
Associate
09/21112
Paralegal
09/21112
Associate
09/24/12
Paralegal
09/24/12
Associate
09/24112
Associate
09/25/12
Paralegal
Finalize and file aos re: 8/29/12 agenda
Emails to L. Morris and J. Blount re: logistics of9/28!12 hearing
Prepare 9/28112 agenda (1.0); E-mail to RLF distribution re: same (.I)
E-mails toM. Terranova re: comments to 9/28/12 agenda (.1 x 2); Review
9/28112 agenda (.3)
Update 9/28/12 agenda per request ofM. Terranova (.4); Forward same to
M. Terranova(.!)
E-mails toM. Terranova re: preparation for 9/28/12 hearing (.1 x 3)
Review and respond to e-mail from J. Kelley regarding agenda for 9/28/12
hearing(.!); Review agenda and coordinate updates to same(.!); Hearing
time (.2); Review 9/28/12 agenda (.1); Revise same (.3); Send same to
co-counsel for review (.1)
Review and revise 9/28112 agenda x3 (.8); Retrieve re: 9/28/12 agenda
pleadings (.3)
$20.50
$75.00
$225.50
$187.50
$102.50
$112.50
$292.50
$225.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 21
Atlanta GA 30345
Client# 738505
09/26112
Paralegal
09/26/12
Associate
09/26/12
Associate
09/27/12
Paralegal
09/27/12
Associate
09/27/12
Director
09/28/12
Associate
Matter# 176969
Revise 9/28/12 agenda (.2); Prepare 9/28/12 hearing binder (.5); Discussion
with M. Terranova re: 9/28/12 agenda (.1); Finalize and file re: 9/28112
agenda (.2); E-mail to Omni re: service of same (.1 ); Coordinate to Judge
Sontchi re: 9/28112 agenda and hearing binders (.2); Prepare 9/28/12
amended agenda (.3); Prepare 9/28/12 additional hearing binders x3 (1.0)
E-mails toM. Terranova and B. Witters re: preparation for 9/28/12 hearing
(.1 X 2)
Phone call with B. Witters re: status of agenda (.1); Review agenda (.3);
Coordinate filing and service of same ( .1)
E-mail toM. Terranova re: 9/28/12 amended agenda (.1); Finalize and file
re: 9/28/12 amended agenda (.2); E-mail to Omni re: service of same (.1);
Coordinate to Judge Sontchi re: same (.1)
Discussion with M. Collins regarding 9/28/12 hearing (.1 ); Review and
revise agenda for 9/28/12 hearing (.2)
Preparation for hearing scheduled for 9/28/12
E-mails to M. Terranova re: preparation for 9/28/12 hearing (.1 x 2); E-mail
toM. Terranova re: outcome of9/28/12 hearing (.1)
$533.00
$75.00
$162.50
$102.50
$97.50
$525.00
$112.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 22
Atlanta GA 30345
Client# 738505
Matter# 176969
09/28/12 Preparation for 9/28/12 hearing, including updating hearing binders (.1 ),
Prepare and print clean and blacklines of the 365(d)(4) order (.3); Prepare a
final version of the KERP order (.2); Pepare additional documents (.2);
Meet with co-counsel (.2); Discussion with M. Collins regarding agenda
items (.2); Draft forms of order denying motions for relief from stay (.5);
Discussion with M. Collins regarding status of hearing, order denying stay
relief motions (.1)
Associate Marisa A. Terranova 1.80 hrs. 325.00
09/28/12
Director
Preparation for and attendance at omnibus hearing, including hearing on
KERPmotion
MarkD.Collins 4.10hrs. 750.00
TOTAL DUE FOR TillS INVOICE
$585.00
$3,075.00
$6,509.50
$6,509.50
$7,944.50
$14,454.00
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to General Corporate/Real Estate
09/05/12
Director
Prepare for and attend board update call
October 31, 2012
Invoice 417 468
Page 23
Client# 738505
Matter# 176969
$600.00
09/14/12 Prepare for and attend call with Board of Directors re: status of sale process
and retention of investment banker
Director
09/23/12
Director
Prepare for and attend board update call (.9); Attend pre-board call to
prepare for same (.4)
$1,050.00
$975.00
$2,625.00
$2,625.00
$112.50
$2,737.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Schedules/SOFA/U.S. Trustee Reports
09/26/12
Director
Review monthly operating report for August
October 31,2012
Invoice 417468
Page 24
Client # 73 8505
Matter# 176969
$150.00
09/28/12 Finalize and file re: August 2012 MOR (.2); Prepare aos re: same (.2);
Coordinate service re: same (.1)
Paralegal
09/28/12
Associate
09/28/12
Associate
Barbara J. Witters
Review August 2012 MOR
Christopher M. Samis
0.50 hrs.
0.30 hrs.
205.00
375.00
Review August MOR and e-mail S. MacAulay re: same
$102.50
$112.50
$32.50
$397.50
$397.50
$6,116.30
$6,513.80
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417468
Page 25
Atlanta GA 30345
Client# 738505
Matter# 176969
relating to Employee Issues
09/04/12
Associate
09/05/12
Associate
09/07112
Paralegal
09/07/12
Associate
09/07112
Associate
09/10/12
Associate
09/10/12
Associate
Call to D. Buchbinder re: resolving proposed KERP issues (.2); Emails to
D. Buchbinder re: resolving proposed KERP issues (.3); Email to J.
Cavender re: UST questions on proposed KERP (.1)
Call from J. Cavender re: UST comments to KERP (.2); Call from D.
Buchbinder re: UST comments to KERP (.2); Email to J. Cavender re: UST
comments to KERP (.1)
Attention to e-mail re: KERP motion (.1); Prepare notice of motion re: same
(.2); E-mail toM. Terranovare: san1e (.1); Finalize and file re: same (.3);
E-mail to OMNI re: service of same (.1)
Review KERP motion and related documentation (1.8); Draft email to J.
Cavender re: questions/comments on KERP motion (.3); Meet with M.
Terranova re: filing and service ofKERP motion (.2); Call from J. Cavender
re: revisions to KERP motion and related documents (.2)
Review KERP Motion (.2); Finalize same for filing (.6); Coordinate
drafting notice of same (.1)
Emails toM. Terranova re: drafting seal motion for KERP list (.3); Emails
to G. Kaplan re: KERP plan and participant list (.2)
E-mail J. Cavender regarding motion to seal exhibits to KERP Motion (.2);
Draft motion to seal exhibit to KERP (1.5)
$225.00
$187.50
$164.00
$937.50
$292.50
$187.50
$552.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 26
Atlanta GA 30345
Client# 738505
09/11/12
Paralegal
09/11/12
Associate
09/11/12
Associate
09113112
Paralegal
09/13/12
Paralegal
09/13/12
Associate
09/13/12
Associate
09/14/12
Associate
Matter# 176969
Attention to e-mail from M. Terranova re: motion to seal KERP exhibit (.I);
Prepare notice of motion re: same (.2); E-mail to M. Terranova re: same
(.1); Finalize and file re: same (.2); E-mail to Omni re: service of same (.1)
Review seal motion for KERP motion
Draft motion to seal KERP exhibit (1.1 ); Revise motion to seal KERP
exhibit per comments from C. Samis and circulate to J. Cavender (.5);
Finalize motion to seal KERP exhibit (.1); Coordinate filing and service of
same (.I)
Assist B. Witters with service of sealed KERP motion exhibits
Instructions from M. Terranova re: service of under seal exhibit A to KERP
motion (.1); Retrieve re: KERP motion and under seal KERP motion (.4);
Attention to e-mail re: under seal exhibit A for KERP motion (.1 ); Prepare
under seal cover page (.2); Prepare under seal exhibit Are: KERP motion
(.4); Prepare service parties re: same (.3); Email to Omni re: additional party
information (.1)
Meet with M. Terranova re: drafting KERP term comparison chart (.2);
Meet with M. Terranova re: service of sealed KERP exhibit (.2)
Discussion with C. Samis regarding chart of KERP information (.1 ); Create
chart of approved KERPs (.2); Create chart of approved KERPs (2.1 );
Coordinate service of exhibit to KERP (filed under seal) (.1)
Email to D. Buchbinder re: follow-up on details of KERP plan
$143.50
$300.00
$585.00
$82.00
$328.00
$150.00
$812.50
$75.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 27
Atlanta GA 30345
Client# 738505
09/14112
Associate
09/17/12
Associate
09/17/12
Associate
09/24/12
Paralegal
09/24/12
Paralegal
09/24112
Associate
09/26/12
Paralegal
09/28/12
Paralegal
Matter# 176969
Create KERP chart
Review KERP chart for circulation to J. Cavender (.5); Email to J. Cavender
re: KERP chart (.1)
Christopher M. Samis
Draft KERP chart
Marisa A. Terranova
0.60 hrs. 375.00
2.20 hrs. 325.00
Retrieve and circulate objection to KERP motion (.1 ); Retrieve and circulate
limited objection to KERP motion (.1)
Draft CNO re: motion to file exhibit to KERP motion under seal (.2);
Finalize and efile same (.1 ); Coordinate submission of seal motion, CNO
and proposed order to chambers (.2)
Am1 Jerominski 0.50 hrs. 205.00
Coordinate circulation of objection to KERP motion toM. Collins (.1 );
Review CNO re: motion to seal KERP exhibit and coordinate filing same
(.1)
Retrieve re: order exhibit KERP motion file under seal (.1 ); E-mail to Omni
re: service of same ( .1)
Finalize and file aos re: KERP motion exhibit A filed under seal (.1 );
Retrieve re: order KERP motion (.1); E-mail to Omni re: service of same
(.1)
$325.00
$225.00
$715.00
$41.00
$102.50
$65.00
$41.00
$61.50
$6,598.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31,2012
Invoice 417 468
Page 28
Client# 738505
Matter# 176969
$6,598.50
$3,258.50
$9,857.00
John Blount, Esq.
General Counsel
October 31, 2012
Invoice 417 468
Page 29
Atlanta GA 30345
Client# 738505
Matter# 176969
relating to Litigation/ Adversary Proceedings
09/06/12
Associate
09/06/12
Associate
09/07112
Paralegal
09/07112
Associate
09/10/12
Director
09/22/12
Director
Call from E. Cohen and M. Brooks re: effect of removal motion on
litigation counterparties (.3); Review and revise removal motion (1.1);
Emails to M. Brooks and E. Cohen re: service of removal motion on
litigation counterparties (.2)
Review and revise motion to extend removal deadline (1.7); Discussion
with C. Samis re: additional comments to motion (.1 ); Modify motion
accordingly and circulate to Troutman (.1)
Finalize and file re: motion extend removal deadline (.2); E-mail to OMNI
re: service of same (.1)
Update removal motion with additional comment from Troutman (.1);
Phone call with Troutman regarding filing deadline for removal motion (.1 );
Finalize removal motion for filing (.3); Coordinate filing and service of
same (.1 ); Respond to e-mail from Troutman regarding filing deadline (.1)
Call with J. Kelley and J. Blount re: status ofBD/Yucaipa litigation on
validity of 4th amendment
Call with J. Kelley, R. Klyman and J. Blount re: litigation issues and
disputes among first lien lenders (.8); Attention to reorganization strategy
concerning same (.3)
$600.00
$617.50
$61.50
$227.50
$1,125.00
$825.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 41 7 468
Page 30
Atlanta GA 30345
Client # 73 8505
09/24112
Paralegal
09/24112
Associate
09/25/12
Director
09/26/12
Paralegal
09/26/12
Director
09/26/12
Director
09/27/12
Paralegal
09/27112
Associate
Matter# 176969
Draft CNO re: removal motion (.2); Finalize and efile same (.1 ); Coordinate
submission of removal motion, CNO and proposed order to chambers (.2)
Review CNO re: removal deadlines (.1); Coordinate filing same (.1)
Call with J. Kelley re: process and strategy for resolving lender dispute (.3);
Review and comment on draft pleadings concerning same (.8); Review
research concerning same (.3); Communications with J. Blount and J.
Kelley re: same (.3)
Retrieve re: order removal motion (.1 ); E-mail to Omni re: service of same
(.1)
Work on pleadings to resolve first lien lender dispute (.8); Meeting with R.
Stearn re: same (.3)
Review litigation strategy re: first lien lenders and conference with M.
Collins re: same
Robert J. Stearn, Jr 0.30 hrs. 675.00
Retrieve re: Exhibit A of affidavit ofR. Ehrlich for R. Stearn (.2)
Review unredacted motion to appoint chapter 11 trnstee (.3); E-mail to B.
Witters re: providing motion to appoint chapter 11 trnst cc toM. Nestor (.1)
$102.50
$65.00
$1,275.00
$41.00
$825.00
$202.50
$41.00
$150.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 31
Atlanta GA 30345
Client# 738505
09/27112
Director
09/27112
Director
09/28112
Director
Matter # 17 6969
Work on reviewing and commenting on pleadings for resolution of lender
dispute (1.2); Communications with M. Johnson re: same (.2); Meeting with
R. Stearn re: same (.2); Attention to litigation issues and DIP order
concerning same (.4)
Review/analyze issues and documents re: dispute between first lien lenders
Robert J. Steam, Jr 6.80 hrs. 675.00
Conference with M. Collins, J. Kelley re: litigation strategy re: first lien
tssues
Robert J. Stearn, Jr 0.20 hrs. 675.00
$1,500.00
$4,590.00
$135.00
$12,383.50
$12,383.50
$6.50
$12,390.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 32
Atlanta GA 30345
Client # 73 8505
Matter# 176969
relating to Retention of Others
09/04/12
Director
09/05/12
Associate
09/05/12
Director
09/06/12
Paralegal
09/06/12
Associate
09/06/12
Director
09/07/12
Paralegal
Call with J. Kelley re: status of Rothschild retention (.3); Call with S.
Antinelli re: same (.2)
Email to J. Kelley re: retaining PR firm
Call with A. Harris re: Rothschild retention application (.4); Call with M.
Burke re: same (.3)
Finalize and file aos re: affidavit and DS ofEnstrat, Quorum International
Limited and Gaun Auto Group (.1 ); Finalize and file aos re: affidavit and
DS of Scott, Scriven & Wahoff(.l); Finalize and file aos re: affidavit and
DS of David E. Larson and Hyde Profession Corporation (.1); Finalize and
file aos re: PricewaterhouseCoopers retention application ( .l)
Review and revise MLT Creative OCP affidavit (.2); Email J. Davis re:
filing and service of ML T Creative OCP affidavit (.1 ); Call from S.
Macaulay re: status ofPwC retention (.2); Email to A. Clark Smith re: UST
comments to PwC retention application (.1)
Call with J. Kelley re: status of discussions with T. Snyder and A. Harris
Attention to e-mail re: affidavit and DS ofMLT Creative (.1); Prepare
notice ofaffidavitre: same (.2); E-mail toM. Terranovare: same (.1);
Finalize and file re: same (.2); E-mail to OMNI re: same (.1)
$375.00
$37.50
$525.00
$82.00
$225.00
$225.00
$143.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 33
23 02 Parklake Drive, Building 15, Suite 600
Atlanta GA 30345
Client# 738505
09/07/12
Associate
09/07112
Associate
09/07112
Director
09/10112
Paralegal
09/10/12
Associate
09/10/12
Associate
09/10/12
Director
09/11112
Paralegal
09/11/12
Associate
Matter# 176969
Emails to D. Buchbinder re: retention ofPwC (x2)
Review notice of OCP affidavit (ML T Creative), coordinate filing and
service of same
Call with J. Kelley and M. Burke re: status of discussions concerning
Rothschild's retention (.5); Email communications with A. Harris and J.
Kelley re: same (.2)
Attention to e-mail re: affidavit and DS of The Mitchell Law Firm (.1 );
Prepare notice re: same (.2); E-mail to M. Terranova re: same (.1 ); Finalize
and file re: san1e (.2); E-mail to Omni re: service of same (.1)
Email to A. Clark Smith re: PwC retention application comments (.1 );
Email to D. Buchbinder re: PwC retention application comments (.1)
Review notice of OCP affidavit (Mitchell Law Firm), coordinate notice and
service of same
Call with J. Kelley re: status of Rothschild and meeting with Yucaipa and
Black Diamond
Mark D. Collins
Update OCP chart
Barbara J. Witters
0.40 hrs. 750.00
0.30 hrs. 205.00
Meet with M. Collins re: status of Rothschild retention and other action
items (.2); Email to A. Clark Smith re: finalizing PwC retention order (.1)
$75.00
$32.50
$525.00
$143.50
$75.00
$32.50
$300.00
$61.50
$112.50
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page34
Atlanta GA 30345
Client # 73 8505
09/13/12
Associate
09/13/12
Associate
09/17112
Associate
09/17/12
Associate
09/18/12
Associate
09/18/12
Director
09/19/12
Paralegal
09/19/12
Associate
09119112
Associate
Matter# 176969
Email to M. Terranova re: revising PwC retention order
Forward requested retention documents for Grant Thornton to Troutman
and e-mail regarding same
Review revised PwC retention order (.2); Email toM. Terranova re:
clearance of revised PwC retention order ( .1)
Review PwC retention order per comments from the UST (.6); Circulate
same to PwC for approval (.1)
Email to C. Daniel re: independent contractors as OCPs
Call with S. Antinelli re: status of retention
Prepare cno re: PricewaterhouseCoopers retention application (.2); Prepare
order re: same (.1 ); E-mail to C. Samis re: Rothschild retention application
(.1)
Emails toM. Gries re: potential retention as investment banker (.3); Email
toM. Collins re: potential retention ofCDG as investment banker (.1);
Email to B. Witters re: potential retention of CDG as investment banker
(.1); Email to C. Daniel re: independent contractors as OCPs (.1)
E-mail PwC regarding revise PwC retention order (.1 ); Circulate revised
PwC retention order to the UST for approval (.2); Draft COC regarding
same (.4)
$37.50
$65.00
$112.50
$227.50
$37.50
$225.00
$82.00
$225.00
$227.50
John Blount, Esq.
Senior Vice President, Chief Administrative Officer, Secretmy and
General Counsel
October 31, 2012
Invoice 417 468
Page 35
Atlanta GA 30345
Client# 738505
09/19112
Director
09/20112
Paralegal
09/20/12
Associate
09/20112
Director
09/21112
Paralegal
09/21112
Associate
09/21112
Associate
09/21/12
Director
Matter# 176969
Call with M. Gries re: status of Rothschild retention (.4); Communications
with J. Kelley and J. Blount re: same (.3)
Update OCP chart
Email to C. Daniel re: independent contractors as OCPs (.1 ); Emails to J.
Blount, S. MaCaulay. J. Kelley and M. Collins re: CDG background
materials for potential retention as investment banker (.3)
Call with S. Antinelli re: status of discussions concerning retention of
investment banker (.3); Call with J. Kelley re: same (.2)
Attention to e-mail re: OCP affidavit ofPricewaterhouseCoopers (.1);
Prepare notice ofOCP re: same (.2); E-mail toM. Terranovare: same (.1);
Finalize and file re: same (.2); E-mail to Omni re: service of same (.1)
E-mail to J. Kelley re: status ofF A retention process
Review e-mail from UST regarding revised PwC retention order (.1);
Further revise order per comments (.3); E-mail C. Samis regarding
modification to PwC retention order (.3); Further revise PwC retention order
and circulate same to PwC for approval (.1)
Marisa A. Terrm1ova 0.80 hrs. 325.00
Calls (x2) with D. Alexander re: revised Rothschild retention agreement
(.4); Call with T. Stenger re: interest as financial advisor (.4); Email
communications with J. Blount and J. Kelley re: same (.2); Review revised
proposed form of order for Rothschild retention (.2)
$525.00
$41.00
$150.00
$375.00
$143.50
$37.50
$260.00
$900.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 36
Atlanta GA 30345
Client # 73 8505
09/24/12
Paralegal
09/24/12
Associate
09/24/12
Director
09/25/12
Paralegal
09/25/12
Director
09/26/12
Paralegal
09/26/12
Associate
09/26/12
Director
Matter # 17 6969
Finalize and efile Certification of Counsel re: PWC retention (.2);
Coordinate service of same (.1 ); Coordinate submission of same to
chambers (.2); Circulate same (.1)
E-mail D. Buchbinder regarding revised PwC retention order (.1 ); E-mail
correspondences with D. Buchbinder regarding PwC retention issues(.!);
Finalize COC re: PwC retention order (.l ); Coordinate filing and service of
same (.l)
Calls (x2) with S. Antinelli re: Rothschild retention status (.4); Call with A.
Harris re: same (.3); Communications with J. Kelley and J. Blount re: same
(.2)
Retrieve re: order PricewaterhouseCoopers retention (.1 ); E-mail to Orrmi
re: service of same (.1)
Call with A. Harris re: Rothschild retention order (.3); Communications
with J. Kelley re: same (.2)
Prepare notice ofOCP re: affidavit & DS of Main Appraisal (.2); E-mail to
M. Terranova re: same (.1 ); Finalize and file re: same (.2); E-mail to Omni
re: service of same (.l)
Review OCP affidavit and coordinate filing and service of same
Call with S. Antinelli re: status of Rothschild retention application (.3);
Communications (numerous) with J. Kelley re: same (.2)
$123.00
$130.00
$675.00
$41.00
$375.00
$123.00
$32.50
$375.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 37
Atlanta GA 30345
Client# 738505
Matter# 176969
09/27112
Paralegal
09/27112
Associate
09/27112
Director
09/28/12
Paralegal
09/28/12
Director
Attention to e-mail from M. Terranova re: affidavit and DS ofP.
Waddington(.!); Prepare notice ofOCP re: same (.2); E-mail toM.
Terranova re: pdf of same (.1 ); Finalize and file re: same (.2); E-mail to
Omni re: same (.1)
Barbara J. Witters 0.70 Ius. 205.00
Review notice, affidavit re: OCP (Waddington)
Marisa A. Terranova 0.10 Ius. 325.00
Call with J. Kelley re: status of Rothschild retention order
Mark D. Collins 0.30 Ius. 750.00
Update OCP chart (.3); E-mail toM. Nestor re: umedacted motion to
appoint trustee (.1)
Barbara J. Witters 0.40 Ius. 205.00
Call with S. Antinelli re: status of Rothschild retention application (.3);
Meeting with J. Blount and J. Kelley re: same (.5)
Mark D. Collins 0.80 Ius. 750.00
$143.50
$32.50
$225.00
$82.00
$600.00
$9,599.50
$9,599.50
$9,064.70
$18,664.20
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to RLF Fee Applications
09/05/12
Associate
Email to S. Macaulay re: RL&F August fee estimate
09/06/12
Paralegal
09113/12
Paralegal
09/14/12
Paralegal
Christopher M. Samis 0.10 hrs.
Finalize and file aos re: RLF July fee application
Barbara J. Witters 0.10 hrs.
Review RLF August meal charges and bill memo
Review RLF August bill memo
Review August RL&F bill memo
375.00
205.00
205.00
205.00
October 31,2012
Invoice 417 468
Page 38
Client# 738505
Matter# 176969
$37.50
$20.50
$61.50
$82.00
09/17112
Associate Christopher M. Samis 1.30 hrs. 375.00 $487.50
09/17112
Associate
09/19/12
Paralegal
09/19/12
Associate
09/28/12
Paralegal
Review August bill memo
Prepare cno re: RLF July fee application (.2); Finalize and file cno re: same
(.2)
Proofread CNO re: second RLF fee application and coordinate filing and
service of same
Review and revise RLF August fee application (.3); Prepare notice of
application re: same (.2)
$260.00
$82.00
$32.50
$102.50
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31,2012
Invoice 417 468
Page 39
Client # 73 8505
Matter# 176969
$1,166.00
$1,166.00
$773.30
$1,939.30
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Fee Applications ofOthes
October 31,2012
Invoice 417 468
Page 40
Client # 73 8505
Matter# 176969
09/04/12 Prepare cno re: Rust Consulting/Omni June fee application (.2); Finalize
and file cno re: same (.2)
Paralegal
09/04/12
Paralegal
09/04112
Prepare notice re: Gowling Lafleur Henderson first fee application
Cathy M. Greer 0.20 hrs. 205.00
E-mails (x2) with P. Deutch re: responses to Rust/Omni First Fee
Application (.1 ); Review and coordinate filing CNO re: Rust/Onmi First Fee
Application(.!); Review Gowlings first monthly fee application (.2);
Coordinate drafting notice for same (.1 ); E-mail Gowlings regarding
revisions to same (.2)
$82.00
$41.00
Associate Marisa A. Terranova 0.70 hrs. 325.00 $227.50
09/05112
Paralegal
09/05112
Associate
Finalize and file re: Gowling Lafleur June fee application (.2); E-mail to
OMNI re: service of same (.1); Prepare notice of application re: Rust
Consulting/Onmi Bankruptcy second fee application (.2); E-mail to M.
Terranova re: same (.1 ); Finalize and file re: Rust Consulting/Omni
Bankruptcy second fee application (.2); E-mail to OMNI re: service of same
(.1)
Emails to M. Terranova re: reviewing/revising 2nd Omni fee application
(x2)
$184.50
$75.00
Invoice 417 468 Senior Vice President, Chief Administrative Officer, Secretary and
General Counsel
Page 41
Client# 738505
Atlanta GA 30345
09/05112
Matter# 176969
Phone call with Gowlings regarding first monthly fee application (.2);
Phone call with Gowlings regarding filing first monthly fee application (.1 );
Finalize Gowlings first monthly fee application and coordinate filing and
serving same (.1 ); Review Rust/Omni second monthly fee application (.3);
E-mail Rust/Omni regarding comments to same (.1); Finalize same for
filing (.1 ); Review notice regarding same and coordinate filing and service
(.1)
Associate Marisa A. Terranova 1.00 hrs. 325.00 $325.00
09/06/12
Paralegal
09/06/12
Associate
09/07112
Associate
09111112
Paralegal
09/14/12
Associate
09/19112
Paralegal
09/19112
Associate
Finalize and file aos re: Troutman Sanders July fee application (.1 ); Update
fee status chart (.2); E-mail to S. Macaulay re: Rust Consulting and Sullivan
Hazeltine enos for payment ( .1)
Email to B. Hazeltine re: submission of SHA CNO for payment
Call from E. Cohen re: payment of various professional fees
Update fee status chart
E-mail with Troutman regarding CNO for Troutman second fee application
Prepare cno re: Troutman Sanders July fee application (.2); Finalize and file
cno re: same (.2)
Proofread and revise CNO re: Second Troutman fee application (.3);
Coordinate filing and serving same (.1)
$82.00
$37.50
$75.00
$82.00
$32.50
$82.00
$130.00
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31,2012
Invoice 417 468
Page42
Client # 73 8505
Matter# 176969
09/20/12 Email correspondence with M. Terranova re: Gowlings monthly fee
application (.1 ); Meeting with M. Terranova re: notice and filing re: same
(.1 ); Review notice and application re: same for filing (.3); Meeting with B.
Witters re: same ( .1)
Associate Andrew C. Irgens 0.60 hrs. 325.00 $195.00
09/20112
Paralegal
09/24112
Associate
09/24112
Associate
09/25/12
Paralegal
09/25112
Associate
09/27112
Paralegal
09/27112
Associate
Attention to e-mail re: Gowling Lafleur July fee application (.1 ); Prepare
notice of application re: same (.2); E-mail to M. Terranova re: same (.1 );
Revise notice of application re: Gowling Lafleur July fee application (.1 );
E-mail to A. Irgens re: pdf of Gowling Lafleur notice, application, exhibit A
and exhibit B (.1); Finalize and file re: same (.2); E-mail to Omni re: service
of same (.1)
E-mail toW. Hazeltine re: submission ofCNO for 2nd SHA fee application
for payment (.1 ); E-mail to M. Te1Tanova submission of CNO for 2nd SHA
fee application for payment (.1)
Circulate CNO re: Sullivan Hazeltine second monthly fee application
MarisaA.Terranova 0.10hrs. 325.00
E-mail to K. Parent Gowling July fee application
Forward as-filed fee application to Gowlings
Prepare cno re: Gowling Lafleur June fee application (.2); Prepare cno re:
Rust Consulting July fee application (.2); E-mail to M. Terranova re: same
(.1); Finalize and file cno re: Rust Consulting July fee application (.2)
Review CNO regarding Rust/Omni second fee application (.1 ); Coordinate
filing and serving same (.1)
$184.50
$75.00
$32.50
$20.50
$32.50
$143.50
$65.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 43
Atlanta GA 30345
Client# 738505
Matter# 176969
09/28/12
Paralegal
09/28/12
Associate
09/28/12
Associate
Finalize and file cno re: Gowling Lafleur June fee application (.2); Update
fee status chart (.3); Attention to e-mail from M. Terranova re: Troutman
August fee application (.1 ); Prepare notice of application re: same (.2);
E-mail toM. Terranova re: same(.!); Finalize and file re: same (.3); E-mail
to Omni re: service of same (.I)
E-mail toM. Brooks re: questions on Troutman 2nd monthly fee application
Review CNO regarding Gowlings first fee application(.!); Phone calls (x2)
with Troutman regarding Troutman third monthly fee application (.2);
Review same (.4); Coordinate drafting notice for same and review notice
(.1 ); Finalize fee application for filing and coordinate filing and service of
same (.1)
TOTAL DUE FOR TillS INVOICE
$266.50
$37.50
$292.50
$2,801.00
$2,801.00
$1,456.30
$4,257.30
John Blount, Esq.
General Counsel
Atlanta GA 30345
relating to Non-Working Travel
October 31,2012
Invoice 417 468
Page 44
Client# 738505
Matter# 176969
09112/12
Director
Travel to and from New York City for meetings with first lien lenders
Mark D. Collins 4.80 hrs. 375.00 $1,800.00
Total Fees for Professional Services $1,800.00
TOTAL DUE FOR THIS INVOICE $1,800.00
TOTAL DUE FOR THIS MATTER $1,800.00
John Blount, Esq.
General Counsel
October 31,2012
Invoice 417 468
Page 45
Atlanta GA 30345
Client# 738505
Summa!)' of Hours
Hours Rate/Hr
Dollars
Andrew C. lrgens 0.60 325.00 195.00
Ann Jerominski 3.20 205.00 656.00
Barbara J. Witters 31.00 205.00 6,355.00
Cathy M. Greer 0.20 205.00 41.00
Clrristopher M. Samis 35.50 375.00 13,312.50
L. Katherine Good 0.10 375.00 37.50
Marisa A. Terranova 35.30 325.00 11,472.50
Mark D. Collins 4.80 375.00 1,800.00
Mark D. Collins 31.20 750.00 23,400.00
Robert J. Stearn, Jr 7.30 675.00 4,927.50
Will Romanowicz 1.20 250.00 300.00
TOTAL 150.40 $415.54 62,497.00
738505
Payment may be made by wire transfer to our account at M&T Bank,
Rodney Square North, Wilmington, Delaware 19890, Account No.
2264-1174, ABA No. 022000046. Please indicate on wire transfer the
invoice number stated above.
Photocopying and printing are charged at $0.10 per page. Telephone
charges are billed at standard AT&T rates which may not be our cost.
PAY ABLE WHEN RENDERED
$64,587.12
EXHIBITB
RLFI 7511945v.l
John Blount, Esq.
General Counsel
Atlanta GA 30345
For disbursements incurred through September 30, 2012
relating to Allied - Representation of Debtor
OTHER CHARGES:
Business Meals
Document Retrieval
Filing Fees/Court Costs
Long distance telephone charges
Messenger and delivery service
Overtime
Photocopying/Printing
1,659 @ $.10 pg. I 5,624@ $.10 pg
Postage
Travel expense
Other Charges

rucHARDS
U\YTON&
fiNGER
Tax I.D. No.: 51-0226371
October 31, 2012
Invoice 417 468
Page 1
Client# 738505
Matter# 176969
$121.23
$403.30
$25.00
$234.91
$141.13
$52.62
$728.30
$14.63
$369.00
$2,090.12
$2,090.12
One Rodney Square 920 North King Street Wihnington, DE 19801 Phone: 302-651-7700 Fax: 302-651-7701
www.rlf. com
John Blount, Esq.
General Counsel
Atlanta GA 30345
October 31,2012
Invoice 417468
Page2
Client# 738505
Matter# 176969
$2,090.12
John Blount, Esq.
General Counsel
Atlanta GA 30345
Client: Allied Systems Holdings, Inc. and Allied Holdings, Inc.
Matter: Allied - Representation of Debtor
Date
08/28/12
08/29112
09/04/12
09/04/12
09/04/12
Case Administration
Meetings
Executory Contracts/Unexpired Leases
Automatic Stay/Adequate Protection
Plan of Reorganization/Disclosure Statement
Use, Sale of Assets
Cash Collateral/DIP Financing
Claims Administration
Court Hearings
General Corporate/Real Estate
Schedules/SOP A/U.S. Trustee Reports
Employee Issues
Litigation! Adversary Proceedings
Retention of Others
RLF Fee Applications
Fee Applications of Othes
Non-Working Travel
Description
PACER
RODNEY GRILLE
Amount=
Amount=
12127562253 Long Distance
Amount=
14048853383 Long Distance
Amount=
Printing
Amount=
$4.90
$26.46
$1.39
$16.68
$1.70
October 31,2012
Invoice 417 468
Page 46
Client# 738505
Summary
Phrase
DOCRETRI
MEALSCL
LD
LD
DUP
John Blount, Esq. October 31, 2012
Senior Vice President, Chief Administrative Officer, Secretary and Invoice 417 468
General Counsel
Page 47
Client# 738505
Atlanta GA 30345
09/04/12 Printing DUP
Amount= $0.10
Amount= $0.40
Amount= $0.10
Amount= $0.30
Amount= $0.10
Amount= $0.10
09/05/12 14048853299 Long Distance LD
Amount= $6.95
09/05/12 PACER DOCRETRI
Amount= $5.80
Amount= $0.30
Amount= $0.10
Amount= $0.10
Amount= $1.40
Amount= $1.80
Amount= $0.20
Amount= $0.10
Amount= $0.10
Amount= $1.60
Amount= $0.30
General Counsel
Page 48
Client# 738505
Atlanta GA 30345
Amount= $1.80
Amount= $0.40
Amount= $0.10
09/06/12 16789104325 Long Distance LD
Amount= $5.56
09/06/12 17703296509 Long Distance LD
Amount= $1.39
Amount= $4.00
Amount= $0.30
Amount= $1.30
Amount= $0.10
Amount= $1.20
Amount= $1.30
Amount= $0.10
Amount= $0.10
09/06112 Printing DUP
Amount= $0.10
Amount= $0.10
Amount= $0.10
09/07/12 14042758041 Long Distance LD
Amount= $4.17
Amount= $6.10
Senior Vice President, Chief Administrative Officer, Secretary and Invoice 417468
General Counsel
Page49
Client# 738505
Atlanta GA 30345
Amount= $0.30
Amount= $2.80
Amount= $0.30
Amount= $0.20
Amount= $1.30
Amount= $0.20
Amount= $0.80
Amount= $0.10
Amount= $0.10
Amount= $0.30
Amount= $1.20
Amount= $0.30
Amount= $1.40
Amount= $0.70
Amount= $0.10
Amount= $0.10
Amount= $0.40
Amount= $1.30
General Counsel
Page 50
Client# 738505
Atlanta GA 30345
Amount= $1.10
Amount= $0.80
Amount= $0.30
Amount= $0.10
09/10/12 14048853116 Long Distance LD
Amount= $6.95
Amount= $5.20
Amount= $0.30
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.20
Amount= $1.90
Amount= $0.70
Amount= $3.00
Amount= $2.00
Amount= $1.30
Amount= $1.10
Amount= $2.90
General Counsel
Page 51
Client# 738505
Atlanta GA 30345
Amount= $1.60
Amount= $12.80
Amount= $0.40
Amount= $0.10
Amount= $0.30
Amount= $0.30
Amount= $0.90
Amount= $0.90
Amount= $0.90
Amount= $0.10
Amount= $3.90
Amount= $0.30
Amount= $0.20
Amount= $0.70
09/11/12 AMERICAN EXPRESS: MDC 9112 TRAY
Amount= $20.00
09/11112 AMERICAN EXPRESS: MDC 9/12 TRAY
Amount= $294.00
09/11112 RUST CONSULTING/OMNI MESS
BANKRUPTCY - Messenger and delivery
Amount= $16.23
09/11112 12487375544 Long Distance LD
Amount= $2.78
General Counsel
Page 52
Client# 738505
Atlanta GA 30345
09/11112 18169609550 Long Distance LD
Amount= $40.31
09/11112 14048853299 Long Distance LD
Amount= $18.07
09/11/12 Messenger and delivery charges MESS
Amount= $3.20
Amount= $12.10
Amount= $0.10
Amount= $0.10
Amount= $1.20
Amount= $1.00
Amount= $0.10
Amount= $0.30
Amount= $0.10
Amount= $0.70
Amount= $0.30
Amount= $0.30
Amount= $0.10
Amount= $0.10
09111112 Printing DUP
Amount= $0.90
Amount= $0.30
General Counsel
Page 53
Client# 738505
Atlanta GA 30345
Amount= $0.20
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.20
Amount= $0.30
09/12/12 AMERICAN EXPRESS: BJW Pro Hac Vice FLFEE
Amount= $25.00
09/12/12 MARK D. COLLINS: Travel Expenses to TRAV
NYC for Meetings 9/12 - 176969
Amount= $43.00
09/12/12 MARK D. COLLINS: Parking Expense 9/12- TRAV
176969
Amount= $12.00
09/12/12 SECRETARIAL OT THRU 9/14/12 or
Amount= $52.62
Amount= $1.80
Amount= $0.10
09/13/12 Messenger and delivery MESS
Amount= $51.30
Amount= $30.00
Amount= $13.30
09/13/12 Postage POST
Amount= $9.93
Amount= $3.90
General Counsel
Page 54
Client# 738505
Atlanta GA 30345
Amount= $1.30
Amount= $0.60
Amount= $23.40
09/131!2 Printing DUP
Amount= $0.30
Amount= $1.20
09/13/!2 Printing DUP
Amount= $23.40
Amount= $7.80
Amount= $7.20
Amount= $0.20
Amount= $0.40
Amount= $15.60
Amount= $5.20
Amount= $0.40
091!3/12 Printing DUP
Amount= $0.40
Amount= $0.40
Amount= $0.10
Amount= $0.20
091!41!2 14048853299 Long Distance LD
Amount= $4.17
General Counsel
Page 55
Client# 738505
Atlanta GA 30345
09/14112 14048853299 Long Distance LD
Amount= $4.17
09114/12 14048853299 Long Distance LD
Amount= $11.12
09/14/12 12037675490 Long Distance LD
Amount= $1.39
09/14/12 12487375544 Long Distance LD
Amount= $2.78
Amount= $24.00
Amount= $0.80
Amount= $1.20
09117/12 14046875997 Long Distance LD
Amount= $1.39
09/17112 PACER DOCRETRI
Amount= $165.60
09/19/12 12128131730 Long Distance LD
Amount= $13.90
09/19/12 14123161336 Long Distance LD
Amount= $23.63
Amount= $17.40
Amount= $0.10
Amount= $0.10
Amount= $0.30
Amount= $0.10
Amount= $0.10
Amount= $0.10
General Counsel
Page 56
Client# 738505
Atlanta GA 30345
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.30
Amount= $0.30
Amount= $0.40
Amount= $0.40
Amount= $0.10
Amount= $0.10
09/20/12 14048853383 Long Distance LD
Amount= $27.80
09/20/12 14048853299 Long Distance LD
Amount= $1.39
09/20/12 12128396742 Long Distance LD
Amount= $5.56
09/20/12 12124033693 Long Distance LD
Amount= $6.95
General Counsel
Page 57
Client# 738505
Atlanta GA 30345
09/20/12 14048853186 Long Distance LD
Amount= $8.34
Amount= $1.70
Amount= $0.30
Amount= $0.10
Amount= $0.30
Amount= $3.90
Amount= $29.60
Amount= $0.10
Amount= $0.30
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
General Counsel
Page 58
Client# 738505
Atlanta GA 30345
Amount= $0.10
Amount= $0.10
Amount= $0.40
Amount= $0.70
Amount= $0.70
Amount= $2.00
Amount= $0.30
Amount= $0.70
Amount= $0.50
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $4.50
Amount= $6.00
Amount= $11.90
Amount= $1.30
Amount= $0.10
General Counsel
Page 59
Client# 738505
Atlanta GA 30345
Amount= $0.40
Amount= $0.30
Amount= $0.50
Amount= $0.50
Amount= $2.40
Amount= $1.20
Amount= $1.60
Amount= $1.20
Amount= $0.50
Amount= $0.20
Amount= $0.50
Amount= $0.50
Amount= $0.20
Amount= $1.30
Amount= $1.30
Amount= $0.10
Amount= $0.10
Amount= $0.20
General Counsel
Page 60
Client# 738505
Atlanta GA 30345
Amount= $0.30
Amount= $0.20
Amount= $0.30
Amount= $0.50
09/25/12 Photocopies DUP
Amount= $4.80
09/25/12 12127562253 Long Distance LD
Amount= $4.17
09/25/12 14048853341 Long Distance LD
Amount= $2.78
Amount= $3.20
Amount= $17.10
Amount= $5.50
Amount= $1.50
Amount= $0.10
Amount= $0.50
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.40
Amount= $0.10
General Counsel
Page 61
Client# 738505
Atlanta GA 30345
Amount= $1.10
Amount= $0.10
Amount= $16.50
Amount= $2.50
Amount= $1.50
Amount= $1.40
Amount= $2.10
Amount= $1.60
Amount= $0.50
Amount= $1.20
Amount= $1.30
Amount= $0.50
Amount= $1.30
Amount= $0.50
Amount= $1.80
Amount= $1.20
Amount= $3.90
Amount= $1.50
General Counsel
Page 62
Client# 738505
Atlanta GA 30345
Amount= $0.10
Amount= $0.10
Amount= $0.30
Amount= $0.20
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $1.80
Amount= $0.10
Amount= $6.40
Amount= $0.30
Amount= $0.10
Amount= $0.30
Amount= $0.30
General Counsel
Page 63
Client# 738505
Atlanta GA 30345
Amount= $0.30
Amount= $0.30
Amount= $0.30
Amount= $1.60
Amount= $0.10
Amount= $0.50
Amount= $0.10
Amount= $0.20
Amount= $2.60
Amount= $1.80
Amount= $1.50
Amount= $2.40
Amount= $0.20
Amount= $0.20
Amount= $1.80
Amount= $30.80
09/26/12 12487375544 Long Distance LD
Amount= $2.78
Amount= $17.60
General Counsel
Page 64
Client# 738505
Atlanta GA 30345
Amount= $0.10
Amount= $2.60
Amount= $0.20
Amount= $1.40
Amount= $2.50
Amount= $1.50
Amount= $2.10
Amount= $1.60
Amount= $2.40
Amount= $0.20
Amount= $0.20
Amount= $1.80
Amount= $1.50
Amount= $16.50
Amount= $3.90
Amount= $0.50
Amount= $1.20
Amount= $1.20
General Counsel
Page 65
Client# 738505
Atlanta GA 30345
Amount= $0.60
Amount= $1.00
Amount= $1.60
Amount= $0.80
Amount= $0.10
Amount= $0.10
Amount= $0.10
Amount= $1.50
Amount= $0.30
Amount= $0.10
Amount= $0.30
Amount= $0.40
Amount= $0.10
Amount= $0.20
Amount= $0.20
Amount= $1.40
Amount= $1.50
Amount= $11.70
General Counsel
Page 66
Client# 738505
Atlanta GA 30345
Amount= $3.60
Amount= $3.60
Amount= $49.50
Amount= $4.20
Amount= $7.50
Amount= $4.50
Amount= $0.10
Amount= $4.80
Amount= $6.30
Amount= $5.40
Amount= $4.50
Ammmt = $0.60
Amount= $0.60
Amount= $0.60
Amount= $7.20
Amount= $0.60
Amount= $0.10
Amount= $0.10
Senior Vice President, Chief Administrative Officer, Secretary and Invoice 41 7 468
General Counsel
Page 67
2302 Park1ake Drive, Building 15, Suite 600
Client# 738505
Atlanta GA 30345
Amount= $0.60
Amount= $0.90
Amount= $0.60
Amount= $0.90
Amount= $0.50
Amount= $0.50
Amount= $2.50
Amount= $0.60
Amount= $0.60
Amount= $0.60
Amount= $0.10
Amount= $0.10
Amount= $7.80
Amount= $0.30
Amount= $2.00
09/27112 Photocopies DUP
Amount= $36.00
Amount= $17.40
Amount= $5.80
General Counsel
Page 68
Client# 738505
Atlanta GA 30345
Amount= $57.00
09/27/12 12127562253 Long Distance LD
Amount= $1.39
Amount= $3.20
Amount= $61.50
Amount= $3.90
Amount= $0.20
Amount= $1.70
Amount= $1.20
Amount= $2.90
Amount= $0.20
Amount= $1.70
Amount= $1.70
Amount= $0.20
Amount= $1.20
Amount= $6.10
Amount= $5.90
Amount= $4.10
Amount= $4.70
General Counsel
Page 69
Client# 738505
Atlanta GA 30345
Amount= $3.30
Amount= $4.50
Amount= $0.10
Amount= $0.20
Amount= $0.30
Amount= $0.40
Amount= $0.60
Amount= $0.10
Amount= $0.10
Amount= $1.70
Amount= $0.10
Amount= $0.30
Amount= $0.40
Amount= $0.40
Amount= $0.30
Amount= $0.70
Amount= $0.10
Amount= $3.50
General Counsel
Page 70
Client# 738505
Atlanta GA 30345
Amount= $0.10
Amount= $1.40
Amount= $0.20
09/28/12 RODNEY GRILLE: CXS MEALSCL
Amount= $94.77
09/28112 Photocopies DUP
Amount= $8.40
Amount= $3.90
09/28/12 14042458813 Long Distance LD
Amount= $5.56
09/28/12 14048853341 Long Distance LD
Amount= $1.39
Amount= $6.40
Amount= $15.30
Amount= $3.20
Amount= $3.00
Amount= $0.30
Amount= $5.00
Amount= $0.90
Amount= $0.30
Amount= $7.00
Amount= $1.30
General Counsel
Page 71
Client# 738505
Atlanta GA 30345
Amount= $2.10
Amount= $0.50
Amount= $0.10
Amount= $1.30
Amount= $0.90
Amount= $0.10
Amount= $2.00
Amount= $0.20
Amount= $0.20
Amount= $0.10
Amount= $0.30
Amount= $0.30
Amount= $0.10
Amount= $2.10
Amount= $1.80
Amount= $11.00
Amount= $2.00
Amount= $0.20
General Counsel
Page 72
Client# 738505
Atlanta GA 30345
Amount= $0.90
Amount= $0.10
Amount= $2.50
Amount= $0.20
Amount= $2.00
Amount= $0.10
Amount= $0.30
Amount= $0.30
Amount= $0.30
Amount= $5.80
Amount= $2.10
Amount= $0.10
Amount= $0.90
Amount= $0.10
Amount= $0.10
TOTALS FOR 738505 Allied Systems Holdings, Inc. and Allied Holdings, Inc.
Expenses $2,090.12

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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