IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ALLIED SYSTEMS HOLDINGS, INC., eta!., 1 Debtors.

) Chapter 11
)

) Case No. 12-11564 (CSS) ) ) (Jointly Administered) )

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

SUMMARY OF FIRST 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 JUNE 25, 2012 THROUGH JUNE 30, 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) June 25, 2012 through June 30, 2012 (the "Compensation Period") $4,951.80 (80% = $3,961.44) $18.95

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 first 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, 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.) (58I 710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (380436930); 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 (45-4241 751 ); 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 JUNE 25, 2012 THROUGH JUNE 30, 2012
Name of Professional Person
John B. Pidcock Timothy A. Turek Robert H. Barnett

Title
Managing Director Managing Director Managing Director

Hourly Billing Rate

$409.50 $508.50 $400.50

Total Billed Hours

10.20 0.50 1.30 12.00

Total Compensation
$4,176.90 $254.25 $520.65 $4,951.80

TOTAL

GRAND TOTAL:

$ 4,951.80 Fees 12.00 Hours BLENDED RATE: $ 412.65 Per Hour

COMPENSATION BY PROJECT CATEGORY JUNE 25, 2012 THROUGH JUNE 30, 2012
Project Category
Fee I Employment Objections Financing Meet I Conference

Total Hours Billed

1.60 8.50 1.90

Total Compensation
$655.20 $3,473.55 $823.05

TOTAL

12.00

$4,951.80

EXPENSE SUMMARY JUNE 25, 2012 THROUGH JUNE 30, 2012

Expense Category
Teleconferences

Total Expenses
$18.95

TOTAL

$18.95

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ALLIED SYSTEMS HOLDINGS, INC., eta!., 1 Debtors.

) Chapter 11
)

) Case No. 12-11564 (CSS)

)

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

FIRST 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 JUNE 25, 2012 THROUGH JUNE 30, 2012

Conway MacKenzie, Inc. ("CM" or the "Applicant"), financial advisor for the Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc., et a!. (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 $4,951.80 (80% of which is $3,961.44), together with reimbursement for actual and necessary expenses incurred in the amount of $18.95 for a total of $4,970.75, during the period from June 25, 2012

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. (58220I08I); 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. (380436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Drivcaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563 ); and Terminal Services LLC (91-084 7582). 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.

through and including June 30, 2012 (the "Fee Period"). In support of this Application, CM respectfully represents as follows:

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 11 07(a) and 1108 of the Bankruptcy Code. On June 11, the Court entered an order jointly administering the Chapter 11 Cases pursuant to Rule 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 financial advisor to the Committee during the Fee Period. The amount of fees sought by Applicant for services rendered during the Fee Period is $4,951.80, representing 12.00 hours in professional and paraprofessional time for such services, which equates to a blended rate of $412.65 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 $18.95. 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 Applicant 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 Applicant 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 $18.95 in 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 behalf of the 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.
Fee I Employment Objections (1.60 hours; $655.20). 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. 13.
Financing (8.50 hours; $3,473.55). This category includes all matters relating to

analysis, negotiation and documentation of debtor in possession financing and post-confirmation financing, all cash collateral issues and related pleadings. 14.
Meetings of Creditors (1.90 hours; $823.05). This category includes all matters

related to calls with the Committee and its professionals, and any other creditors.
INTERIM NATURE OF COMPENSATION

15.

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

16.

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 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 June 25, 2012 through and including June 30, 2012 in the amount of $4,951.80; (iii) approve the reimbursement of CMs expenses incurred in connection with the rendering of such services in the amount of $18.95; (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 17, 2012

Respectfully submitted, CONWAY MACKENZIE, INC. /s/ 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

j Chapter 11
) Case No. 12-11564 (CSS) (Jointly Administered)

j j Obj. Deadline: October 9, 2012 at 4:00p.m.

) Hearing Date: Only if an objection is filed

NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on September 17,2012, Conway MacKenzie, Inc. has filed the attached First 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 June 25, 2012 through June 30, 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: (1) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake
Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (2) co-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia, 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (3) the Office of
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. (58-2201 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 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-29!8187); 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 ofthe Debtors' corporate headquarters and the Debtors' address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (4) proposed co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William A. Hazeltine). PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures

for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (D.I. 215), if no Objection is filed and served in accordance with the above
procedure, the Debtors will be authorized to pay 80% of the requested fees and 100% of the requested expenses without further order of the Court. Dated: September 17, 2012 Wilmington, Delaware
SULLIVAN HAZELTINE ALLINSON LLC

Is/ William A. Hazeltine William A. Hazeltine (No. 3294) 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195
-and-

SIDLEY AUSTIN LLP Michael G. Burke Brian J. Lohan Dennis Kao 787 Seventh 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. First Monthly Compensation Application, June 25, 2012 Through June 30, 2012

Date
6/28/2012 6/28/2012 6/28/2012 6/28/2012

Name

Task Code
Meet/ Conference Meet/ Conference Financing Meet/ Conference Meet/ Conference Financing Financing Financing Financing Financing Fee I Employment Objections

Description
Internal kick off conference call discussing roles and next steps Conference with counsel regarding introductions, matter status and contact information exchange Prepare initial document request for Rothschild and circulate internally for comments Prepare for and participate in kick-off coordination with J. Pidcock (CM) and R. Barnett (CM) Kickoff internal call to discuss points of contact, data requirements and next steps for case Review and analysis of DIP order and initial document request list for Rothschild Conference with Rothschild on case status and project work plan Finalize initial data request list and send to Rothschild Review Interim DIP Order including comments from counsel and prepare comments on same Review Rothschild initial target list, research same and begin to prepare comments on same Review Rothschild retention application, begin to analyze market fee comparison
--------

Honrs
0.50 0.40 1.50 0.50

Rate
$ $ $ $
409.50 409.50 409.50 508.50

Fees
$ $ $ $
204.75 163.80 614.25 254.25

J. Pidcock J. Pidcock J. Pidcock

T. Turek

6/28/2012 6/29/2012 6/29/2012 6/29/2012 6/29/2012 6/29/2012 6/30/2012

R. Barnett R. Barnett

0.50 0.80 0.40 1.20 2.50 2.10 1.60

$ $ $ $ $ $ $

400.50 400.50 409.50 409.50 409.50 409.50 409.50

$ $ $ $

200.25 320.40 163.80 491.40

J. Pidcock J. Pidcock J. Pidcock J. Pidcock J. Pidcock

$ 1,023.75 $ $
859.95 655.20

Total

12.00

$ 4,951.80

Conway MacKenzie, Inc. Detailed Expenses - Unsecured Creditors Committee ofAllied Systems Holdings, Inc., et. al. First Monthly Compensation Application, June 25, 2012 Through June 30, 2012 Description June 2012 Teleconferences Total Amount $18.95 $18.95

CERTIFICATE OF SERVICE

I, William A. Hazeltine, hereby certify that on the, hereby certify that, on September 17, 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 17, 2012 Date

Is/ William A. Hazeltine William A. Hazeltine