IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.

,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)

Objection Deadline: Nov. 21, 2012 at 4:00 p.m. Hearing Date: Only if an objection is filed

SUMMARY OF FOURTH MONTHLY APPLICATION OF SIDLEY AUSTIN LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS 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 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 Sidley Austin LLP (Sidley) Official Committee of Unsecured Creditors (the Committee) June 19, 2012 (nunc pro tunc) September 1, 2012 through September 30, 2012 (the Compensation Period) $100,408.75 (80% = $80,327.00) $3,045.44

_____ interim _____ final application.

This is Sidleys fifth fee application and fourth monthly fee application in this case.

The debtors in the above-captioned cases (collectively, the Debtors), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (582201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (581710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (380436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

Prior Applications Filed:

Date Filed 9/7/2012 10/1/2012 10/10/2012 10/15/2012 Period Covered 6/19/2012 6/30/2012 7/1/2012 7/31/2012 8/1/2012 8/31/2012 6/19/2012 8/31/2012 Fees $86,897.55 $225,880.50 $88,768.00 $401,545.75 Expenses $1,257.84 $5,316.40 $996.27 $7,570.51 Date Approved Oct. 1, 2012 (CNO) Oct. 24, 2012 (CNO) Pending Pending Approved Fees $69,518.04 $180,704.40 Approved Expenses $1,257.84 $5,316.40

FEE SUMMARY FOR THE PERIOD FROM SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

Name of Professional Person Michael G. Burke Matthew A. Clemente Maureen Crough

Anne M. Falvey

Brian J. Gold Nicholas K. Lagemann Dennis Kao Brian J. Lohan Stephanie A. McLeod Cameron Moxley

Position, Area of Expertise, Number of Years in Practice, Year of Obtaining License to Practice Partner, Bankruptcy, 9 years Admitted 2003 in New York Partner, Bankruptcy, 14 years Admitted 1998 in Illinois Partner, Environmental, 26 years Admitted 1986 in Illinois; 1995 in New York Partner, Corporate M & A, 25 years Admitted 1987 in Massachusetts, 1988 in New York Partner, Employment and Labor, 30 years Admitted 1982 in Illinois Partner, Litigation, 9 years Admitted 2003 in New York Associate, Bankruptcy, 2 years Admitted 2010 in New York Associate, Bankruptcy, 8 years Admitted 2004 in Illinois Associate, Corporate M & A, 5 years Admitted 2007 in New York Associate, Litigation, 7 years Admitted 2005 in New York Senior Legal Assistant TOTAL

Hourly billing rate $725.00 $825.00 $675.00

Total billed hours 48.8 10.4 4.0

Total Compensation $34,111.25 $8,580.00 2,700.00

$875.00

0.5

$437.50

$800.00 $725.00

1.5 1.5

$1,200.00 $1,087.50

$500.00 $700.00 $655.00 $675.00

39.4 12.5 2.5 31.3

$19,700.00 $7,000.00 $1,637.50 $21,127.50

Eileen McDonnellODriscoll

$325.00

8.7 161.1

$2,827.50 $100,408.75

GRAND TOTAL:

BLENDED RATE: $

100,408.75 Fees 161.1 Hours 623.27 Per Hour

COMPENSATION BY PROJECT CATEGORY SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

Project Category Case Administration Committee Investigation Relief from Stay Proceedings Asset Analysis and Recovery Asset Disposition Business Operations Claims Administration and Objections Employee Benefits / Pensions Fee / Employment Applications Fee / Employment Objections Financing Litigation Meetings of Creditors Plan and Disclosure Statement Travel Time (billed at 50%) Canadian Recognition Proceedings TOTAL Total Hours Billed 3.5 34.0 1.7 -014.0 -0-054.0 9.1 -010.5 2.0 16.9 1.6 8.5 5.3 161.1 Total Compensation $2,115.00 $23,023.50 $962.50 $0.00 $9,550.00 $0.00 $0.00 $32,682.50 $4,040.00 $0.00 $6,851.50 $1,360.00 $11,362.50 $1,070.00 $3,018.75 $4,372.50 $100,408.75

EXPENSE SUMMARY SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012

Expense Category Air Transportation Duplicating Charges Document Delivery Services Ground Transportation CALR Lexis Research Service Meals Out-of-Town Overtime Services Document Production Document Services Search Services Telephone Tolls Travel/Lodging CALR Westlaw Research Service Messenger Services Outside Fees TOTAL

Service Provider (if applicable)

Total Expenses $68.00 $1,695.99 $11.55 $440.68

Lexis

$21.00 $-0$116.33 $-0$-0-

Dialog LLC

$-0$77.04 $147.00

Westlaw

$217.85 $-0$250.00 $3,045.44

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 12-11564 (CSS) (Jointly Administered)
Objection Deadline: Nov. 21, 2012 at 4:00 p.m. Hearing Date: Only if an objection is filed

FOURTH MONTHLY APPLICATION OF SIDLEY AUSTIN LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM SEPTEMBER 1, 2012 THROUGH SEPTEMBER 30, 2012 Sidley Austin LLP (Sidley or Applicant), attorneys for the Official Committee of Unsecured Creditors of Allied Systems Holdings, Inc., et al. (the Committee), hereby submits its application, pursuant to 11 U.S.C. 330, 331 and 503(b)(4), Rule 2016 of the Federal Rules of Bankruptcy Procedure, Del. Bankr. L.R. 2016-2, and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (Docket No. 215) (the Interim Compensation Order), for a monthly allowance pursuant to the Interim Compensation Order with respect to compensation for professional services rendered as attorneys for the Committee in the amount of $100,408.75 (80% of which is $80,327.00), together with reimbursement for actual and necessary expenses incurred in the

The debtors in the above-captioned cases (collectively, the Debtors), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (455215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (380436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (380365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (454242057); 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.

amount of $3,045.44 for a total of $103,454.19, during the period from September 1, 2012 through and including September 30, 2012 (the Fee Period). In support of this Application, Sidley 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. The Debtors have continued in possession of their property and have continued to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 11, the Court entered an order jointly administering the Chapter 11 Cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) for procedural purposes only. 2. 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. 3. On June 19, 2012, the Committee selected Sidley as its co-counsel with Sullivan

Hazeltine Allinson LLC (SHA-LLC), subject to the approval of the Court. This Court approved the retention of Sidley as counsel to the Committee nunc pro tunc to June 19, 2012 (the Retention Date) by order dated August 7, 2012 (Docket No. 331).

BASIS FOR THE MONTHLY FEE APPLICATION 4. Pursuant to this Application, Applicant seeks compensation for the services

rendered and reimbursement of expenses incurred by Applicant as co-counsel to the Committee during the Fee Period. The amount of fees sought by Applicant for services rendered during the Fee Period is $100,408.75, representing 161.10 hours in professional and paraprofessional time for such services, which equates to a blended rate of $623.27 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 $3,045.44. 5. 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 Sidley 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 Sidley 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. 6. A detailed breakdown of the hours expended by each of Applicants professionals

and paraprofessionals 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 Applicants 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 $3,045.44 in

connection with the services it provided to the Committee during the Fee Period. These expenses were incurred for items not included in Applicants hourly rates, including, but not limited to, duplicating charges, document delivery and messenger services, telephone charges, computer-assisted legal research, travel-related expenses, overtime services and in-house document production. Applicant submits that all such expenses are necessary and actual expenses for the performance of its services in these cases, and further submits that many of such expenses were necessitated by the time constraints under which Applicants professionals and staff have operated in these cases. 8. Applicant submits that all travel expenses incurred during the period covered by

this Application were necessary and reasonable under the circumstances. During the Fee Period, non-working travel time was billed at 50% of Applicants regular hourly rates. 9. A detailed list of Applicants expenses incurred in connection with rendering

services to the Committee during the Fee Period is incorporated into Exhibit A hereto. In 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, Sidley 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 10. Sidley has prepared and/or assisted in the preparation of various motions,

responses, applications and orders submitted to the Court for consideration, advised the Committee 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 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. 11. 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, Sidley submits that the compensation requested is reasonable within the meaning of sections 330 and 331 of the Bankruptcy Code. 12. Set forth below is a general description and summary of the services by category

performed by Sidley during the Fee Period. The summary is intended only to highlight the general categories of services performed by Sidley on behalf of the Committee. A detailed description of all the work performed is set forth on Exhibit A to this Application. 13. Case Administration (3.5 hours; $2,115.00). This category includes all matters

related to a number of administrative tasks necessary to ensure the efficient administration of these cases, including (i) managing and administering these cases on a daily basis, including tracking critical dates, preparing agendas for Committee calls, establishing internal procedures for case administration and docket monitoring; (ii) work and meetings related to (x) multiple matters that were otherwise not clearly allocable to a more specific billing category, (y) general matters relating to the formation of the Committee, and (z) review and analysis of the Debtors

first day motions, other than the DIP financing motion; and (iii) meeting and conferring with parties in interest regarding the case generally and various business matters. 14. Committee Investigation (34.0 hours; $23,023.50). This category includes all

matters related to investigating and taking discovery with respect to any and all Challenge Actions (as defined in the Final Order Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e), 503(b) and 507(a), Fed. R. Bankr. P. 2002, 4001 and 9014 and Del. Bankr. L.R. 4001-2: (I) Authorizing Debtors to (A) Obtain Postpetition Secured DIP Financing and (B) Use Cash Collateral; (II) Granting Superpriority Liens and Providing for Superpriority Administrative Expense Status; (III) Granting Adequate Protection to Prepetition Secured Lenders; and (IV) Modifying Automatic Stay (Docket No. 230) (DIP Order)). 15. In accordance with the DIP Order, and in anticipation of the proposed amendment

of the DIP Order that increases the amount of the proceeds of the DIP Loan and Cash Collateral (as such terms are defined in the DIP Order) that the Committee can use to fund work (the Investigation) relating to investigating, taking discovery with respect to, filing and prosecuting any and all Challenge Actions (see DIP Order 12(d)),2 the Committee seeks allowance of the full amount of fees and expenses incurred in connection with the Investigation. 16. In total, the Applicant has spent approximately 225 hours on the Investigation

over the first four Fee Periods, and Stikeman Elliott, the Committees Canadian counsel, has

The Debtors, the DIP Agent and the Committee stipulated that the Committees budget for Investigation would be increased to $200,000. Stipulation Among the Debtors, the DIP Agent, the DIP Lenders and the Official Committee of Unsecured Creditors Regarding Postpetition Secured DIP Financing, Credit Bidding Under Section 363 of the Bankruptcy Code and Certain Administrative Matters [Docket No. 539], Ex. A. However, in the event that the stipulation is not approved, and the parties do not otherwise agree to increase the Committees Investigation budget, the Committee will take appropriate actions to comply with the terms of the DIP Order. The Applicant and the Committee reserve all of their rights to seek the Courts approval for an increase in the Committees Investigation budget, and payment of all fees and expenses incurred in connection with the Investigation.

spent approximately 11 hours on the Investigation during the period from July 5, 2012 through and including August 31, 2012 (the Stikeman Fee Period),3 with the combined fees totaling $154,563.00 and related expenses totaling $5,648.90. 17. Asset Disposition (14.0 hours; $9,550.00). This category includes matters related

to the disposition of property of the estate. 18. Employee Benefits / Pensions (54.0 hours; $32,682.50). This category includes

all matters related to employee wages, benefits, collective bargaining issues, KERP/KEIP issues, pensions, other employee relations matters, ERISA, and retirement benefits. 19. Fee / Employment Applications (9.1 hours; $4,040.00). This category includes

all matters related to retaining a financial advisor and Canadian counsel, and preparing and application to retain Sidley, as well as time spent preparing retention applications for other professionals retained by the Committee. 20. Financing (10.5 hours; $6,851.50). 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. 21. Litigation (2.0 hours; $1,360.00). This category includes matters related to

general litigation related to these Chapter 11 Cases, including but not limited to monitoring the civil action currently pending in New York County Supreme Court between certain of the Debtors prepetition lenders contesting whether an amendment of the Debtors prepetition secured first lien facility is null and void and whether the defendants are the Requisite Lenders under the first lien facility.

See First Monthly Application of Stikeman Elliott LLP for Compensation for Services rendered and Reimbursement of Expenses as Canadian Counsel to Official Committee of Unsecured Creditors for the Period from July 5, 2012 through August 31, 2012 (Docket No. 477).

22.

Meetings of Creditors (16.9 hours; $11,362.50). This category includes all

matters related to calls with the Committee and the Committees other advisors, and any other creditors. 23. Plan and Disclosure Statement (1.6 hours; $1,070.00). This category includes

matters relating to the plan and disclosure statement. 24. Relief from Stay Proceedings (1.7 hours; $962.50). This category includes all

matters relating to relief from stay motions. 25. Travel Time (8.5 hours; $3,018.75). This category includes all non-working

travel time, and is billed at 50% of Applicants regular hourly rates. 26. Canadian Recognition Proceedings (5.3 hours; $4,372.50). This category

includes all matters related to the Canadian recognition proceedings. INTERIM NATURE OF COMPENSATION 27. Pursuant to the Interim Compensation Order, Applicant requests that, upon the

expiration of the objection deadline in respect of this Application and Applicants 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, totaling $80,327.00 of the fees in this Fee Period and $3,045.44 of the expenses in this Fee Period. CONCLUSION 28. 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 Sidley 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 Sidley to the Committee during the period from September 1, 2012 through and including September 30, 2012 in the amount of $100,408.75; (iii) approve the reimbursement of Sidleys expenses incurred in connection with the rendering of such services in the amount of $3,045.44; (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: New York, New York November 1, 2012 Respectfully submitted, SIDLEY AUSTIN LLP /s/ Michael G. Burke Michael G. Burke Brian J. Lohan Dennis Kao 787 Seventh Avenue New York, NY 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 Attorneys for the Official Committee of Unsecured Creditors

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., et al., Debtors.
1

) ) ) ) ) ) ) )

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

Objection Deadline: Nov. 21, 2012 at 4:00 p.m. Hearing Date: Only if an objection is filed

NOTICE OF APPLICATION
PLEASE TAKE NOTICE THAT on November 21, 2012, Sidley Austin LLP filed the attached Fourth Monthly Application of Sidley Austin LLP for Compensation for Services Rendered and Reimbursement of Expenses as Co-Counsel to the Official Committee of Unsecured Creditors for the Period from September 1, 2012 through September 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 November 21, 2012 at 4:00 p.m. Prevailing

Eastern Time by the following: (l) the Debtors, Allied Systems Holdings, Inc., 2302 Parklake
Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345 (Attn: John A. Blount); (2) co-counsel to the Debtors, Troutman Sanders LLP, Bank of America Plaza, 600 Peach Street, Suite 5200, Atlanta, Georgia, 30308 (Attn: Jeffrey W. Kelley) and Richards, Layton & Finger, P.A., One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins); (3) the Office of the United States Trustee for the District of Delaware, 844 N. King Street, Suite 2207, Lockbox 35,
1

The debtors in the above-captioned cases (collectively, the Debtors), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58-2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services, Inc. (38-2918187); Cordin Transport LLC (38-1985795); F.J. Boutell Driveaway LLC (38-0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45-4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors corporate headquarters and the Debtors address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345.

Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (4) co-counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William A. Hazeltine). PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (D.I. 215), if no Objection is filed and served in accordance with the above procedure, the Debtors will be authorized to pay 80% of the requested fees and 100% of the requested expenses without further order of the Court. Dated: November 1, 2012 Wilmington, Delaware SULLIVAN HAZELTINE ALLINSON LLC /s/ William A. Hazeltine William A. Hazeltine (No. 3294) 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 and SIDLEY AUSTIN LLP Michael G. Burke Brian J. Lohan Dennis Kao 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Matthew A. Clemente One South Dearborn Street Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 Counsel for the Official Committee of Unsecured Creditors 2

Exhibit A

SIDLEY AUSTIN

LLP

BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON FOUNDED 1866

LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, DC

787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX

FEDERAL lD

36-4474078

October 31,2012 Allied Systems Holdings, Inc. Creditors Committee 2302 Parklake Drive, NE #600 Atlanta, GA 30345
PLEASE INDICATE INVOICE NUMBER ON REMITTANCE

Invoice Number 32054397 Client Number 55538

Fees Case Administration Committee Investigation Relief from Stay Proceedings Asset Disposition Employee Benefits I Pensions Fee I Employment Applications Financing Litigation Meetings of Creditors Plan and Disclosure Statement Travel Time Canadian Recognition Proceedings $2,115.00 23,023.50 962.50 9,550.00 32,682.50 4,040.00 6,851.50 1,360.00 11,362.50 1,070.00 3,018.75 4,372.50

Expenses $3,045.44 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00

Total $5,160.44 23,023.50 962.50 9,550.00 32,682.50 4,040.00 6,851.50 1,360.00 l 1,362.50 1,070.00 3,018.75 4,372.50

Total

$103,454.19

Total Due This Bill

$103.454.19

Remit Check Payments To: Sidley Austin LLP P.O. Box 0642 Chicago, Illinois 60690

Payment is Due Within 30 Days of Receipt oflnvoice

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Case Administration TIME SUMMARY

Name
MG Burke DKao EA McDonnell-O'Driscoll

Hours
2.40 .lO 1.00 3.50

Rate
$725.00 500.00 325.00

Amount
$1,740.00 50.00 325.00 $2,115.00

Total Hours and Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Case Administration

TIME DETAIL

Date
09/04/12 09/07/12

Name
D Kao

Narrative
Discussion with M. Burke re current status of Allied case (.1)

Hours

.10
.50

EA McDmmell-O'Driscoll Review electTonic filing automatic email notifications today in case and forward motions filed today to in-house team (exclusive period extension, civil action removal extension and key employee retention) (.3); calendar objection and hearing dates (.2) MG Burke MG Burke MG Burke MG Burke MG Burke Conference with D. Kao related to pleadings filed by company Telephone conference with J. Kelley regarding case status Telephone conference with J. Kelley regarding status of case Review pleading filed in chapter 11 case Telephone conference with Conway McKenzie

09/10/12 09/12/12 09/17/12 09/24/12 09/25/12 09/25112

.50 .30 .40 .40 .80 .50

EA McDonnell-O'Driscoll Review electronic filing automatic email notifications today in Allied and forward the orders entered today to in-house team along with Debtors Response to Lift Stay Motions

Total Hours Total Fees

3.50 $2,115.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Case Administration

EXPENSES UMMAR Y

Category/Description

Amount

Air Transportation Duplicating Charges Document Delivery Services Filing Fees Ground Transportation Lexis Research Service Overtime Services Telephone Tolls Travel/Lodging Westlaw Research Service
Total

$68.00 1,695.99 11.55 250.00 440.68 21.00 116.33 77.04 147.00 217.85
$3,045.44

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Case Administration

EXPENSE DETAIL

Date

Name

Type

Description

Amount

07/24/12 07/24/12 07/24/12 09/06/12 09/07/12

NK Lagemann NK Lagemann NK Lagemann MA Clemente MG Burke

GND GND GND AIR GND

07II 0/12-Lotus NJ - Car Service - late night 07/11/12-Lotus NJ- Car Service -late night 07/12/12-Lotus NJ- Car Service- late night 07/ll/12- Agent Fee- Allied trip cancelled, but Travel Agent Fee was still charged. 08/29/12-08/29/l2 New York to WilmingtonTo attend hearing- travel from home to train station 08/29/12-08/29/12 New York to WilmingtonTo attend hearing - tmvel from train station to home 08/29/12-08/29/12 New York to WilmingtonTo attend hearing- Agent Feee 08/29/12-08/29112 New York to WilmingtonTo attend hearing 08/27/12-Westlaw research service 08/30/12- Federal Express Corporation- TR #480531946832 KATHRYN ESAW STIKEMAN ELLIOTT LLP 5300 COMMERCE COURT WEST TORONTO, ON M5L1B9 8/28/12- Overtime Meal 7/25/12- TSG REPORTING, INC.71112115746- Scheduling Fee 09/16/12-0utside Production 09/16/12-Westlaw research service 09/13/12-B&W BLOWBACK PDF 09/13/12-Binding 09/17/12-Lexis research service 08/08/12-Telephone Charges Conference Call Customer: BDK2149 DENNIS KAO 08/08/12-Telephone Charges Conference Call Customer: BDK1733 DENNIS KAO

$ll9.14 ll5.77 115.77 34.00 45.00

09/07/12

MGBurke

GND

45.00

09/07/12 09/07/12 09/08/12 09/08/12

MGBurke MGBurke C Moxley SA McLeod

AIR TRV WES DLV

34.00 147.00 27.43 11.55

09/ll/12 09/12/12 09/19/12 09/19/12 09/19/12 09/19/12 09/19/12 09/26/12 09/26/12

DKao C Moxley C Moxley DKao DKao DKao DKao DKao DKao

OVT FEE CPY WES CPY CPY LEX TEL TEL

18.17 250.00 I ,559.35 190.42 48.30 3.44 21.00 1.55 2.77

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Case Administration Date 09/26/12 09/26/12 09/26/12 09/26/12 09/26/12 09/26/12 09/26/12 09/26/12 09/27/12 09/27/12 09/27/12 09/27/12 09/27/12 09/28/12 09/30/12 Name DKao DKao DKao DKao DKao DKao DKao DKao DKao DKao DKao DKao DKao J Rodriguez DKao Type TEL TEL TEL TEL TEL TEL TEL TEL OVT OVT OVT OVT OVT CPY OVT Description 08/0 l/12-Telephone Charges Conference Call Customer: BDK5313 DENNIS KAO 08/01/12-Telephone Charges Conference Call Customer: BDK9399 DENNIS KAO 08/02/12-Telephone Charges Conference Call Customer: BDK1827 DENNIS KAO 08/22/12-Telephone Charges Conference Call Customer: BDK7936 DENNIS KAO 08/27/12-Telephone Charges Conference Call Customer: BDK8142 DENNIS KAO 08/07I 12-Telephone Charges Conference Call Customer: BDK2816 DENNIS KAO 08/21 I 12-Telephone Charges Conference Cal I Customer: BDK3886 DENNIS KAO 08/30/12-Telephone Charges Conference Call Customer: BDK7560 DENNIS KAO 09/17/12- Dinner -late night dinner- ABA Turkish Restaurant 09/16/12 - Dinner - late night ditmer - Saigon 48 07/05/12 - Dinner - late night dinner - cafe duke 07/05/12 - Taxi/Car Service - taxi 07/11/12- Dinner- late night dinner- cafe duke 09/19112-B&W BLOWBACK PDF 09/ 18/12-overtime meals Total ExflCnses Amount 3.94 6.67 11.73 15.48 7.08 2.83 7.55 17.44 25.00 12.64 21.67 12.36 12.03 84.90 14.46
$3,045.44

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Committee Investigation

TIME SUMMARY

Name MA Clemente MG Burke NK Lagemann CMoxley SA McLeod DKao Total Hours and Fees

Hours .80

Rate $825.00 725.00 725.00 675.00 655.00 500.00

Amount $660.00 725.00 362.50 19,912.50 1,113.50 250.00 $23,023.50

l.OO
.50 29.50 1.70 .50 34.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Committee Investigation

TIME DETAIL

Date 09/04/12 09/10/12 09/l 0/12 09/12/12 09/13/12 09/14/12 09/14/12 09/14/12 09/18/12 09/18/12

Name C Moxley DKao SA McLeod CMoxley CMoxley MGBurke MA Clemente C Moxley NK Lagemann CMoxley

Narrative Review M. Gendreske deposition and documents produced by Allied Review and summarize lien investigation (.5) Draft internal e-mail to D. Kao of Debtors assets and perfection of same and revise according to A. Falvey comments Review the M. Gendreske and S. Macaulay deposition transcripts Review the S. Macaulay deposition transcript and board nlinutes produced by the debtor Email J. Klyman regarding stipulation and results of lien perfection Participate in conference call regarding document production (.5); call with N. Lagemann regarding conference call on docs (.3) Call with Yucaipa's counsel, M. Burke and N. Lagematm regarding the need for certain documents Exchange emails with counsel for Yucaipa and Debtors re: document requests Review board materials, public filings, and other documents produced by the debtor to date (3.0); draft summary of the same (2.5) Review update email from R. Klyman; respond same Review Allied board of director minutes and draft memorandum summarizing the same Review Allied's board of director minutes and special committee minutes (3.0) and draft memorandum (1.8) regarding the same Review documents produced by the debtor (2.5) and draft memorandum ( 1.5) regarding the same Draft memorandum outlining all documents produced by Allied to date Draft Rule 2004 motion seeking discovery (.6) Total Hours

Hours 2.00 .50 1.70 1.00 2.30 .80 .80 .50 .50 5.50

09/19/12 09/20/12 09/21/12 09/24/12 09/25/12 09/30/12

MG Burke C Moxley CMoxley CMoxley C Moxley CMoxley

.20 1.00 4.80 4.00 7.80 .60 34.00 $23,023.50

Total Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Relief from Stay Proceedings

TIME SUMMARY

Name
MG Burke DKao

Hours
.50 1.20

Rate
$725.00 500.00

Amount
$362.50 600.00

Total Hours and Fees

l.70

$962.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Relief from Stay Proceedings

TIME DETAIL

Date
09/11112 09/18/12 09/25/12 09/26/12 09/26/12

Name
DKao DKao DKao MG Burke DKao

Narrative
Review motion to lift stay (.1) Review motions for relief from stay (.5) Review debtors' objection to motion for relief from automatic stay Review relief of stay motions (.3); telephone conference with J. Cavendar re: same (.2) Review motions for relief from automatic stay, debtor's objection to same (.3) and email analysis re same (.l)

Hours
.10 .50 .20 .50 .40 1.70 $962.50

Total Hours Total Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Asset Disposition

TIME SUMMARY

Name MA Clemente
MG Burke

Hours .50 7.50 4.00 2.00 14.00

Rate $825.00 725.00 675.00 500.00

Amount $412.50 5,437.50 2,700.00 1,000.00 $9,550.00

MMCrough DKao Total Hours and Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Asset Disposition

TIME DETAIL

Date
09/04112

Name
MGBurke

Narrative
Telephone conference with M. Crough related to sale of property and associated environmental issues (.2); review documents provided by debtors (.2) Telephone conference with Conway on sale alternative Review documents resale of certain property (.2) Respond to C. Richter on sale of Ashland properties (.8); emails (.4) and telephone calls (.4) with J. Kelley regarding sale process Review environmental diligence documents concerning potential MA property sale ( 1.3); review environmental protections in draft purchase agreement for Seller/Debtor ( 1.0); draft detailed email to D. Kao regarding potential environmental issues ( 1. 7) Review list of environmental questions from M. Crough re sale of certain property (.4) Email to J. K1yman on sale process (.1); emails with J. Cavendar on transaction proposal (.2); review transaction proposal (.4); telephone conferences with Conway on transaction proposal (.4) Telephone conference with M. Collins and J. Kelley regarding sale process (.4); telephone conference with Conway on transaction proposal and summary to committee (.8) Attend part of call re term sheet Draft email to committee regarding transaction proposal (.5); telephone conference with Conway same (.5) Review CM's proposed sale term sheet presentation (.3); call with Sidley and Conway resale issues (.6) Telephone conference with J. Pidcock on sale proposal Review termsheet and CMD presentation (.5) Telephone conference with A. Harris regarding sale transaction Telephone conference with Conway regarding sale transaction Telephone conference with J. Kelley on sale process (.3); telephone conference with J. Kelley related to hearing (.3)

Hours
.40

09/04/12 09/04112 09/05/12 09/05/12

MGBurke DKao MGBurke MM Crough

.50 .20 1.60 4.00

09/05112 09/06/12

DKao MG Burke

.40
l.IO

09/07/12

MGBurke

1.20

09/07/12 09/10/12 09/10/12 09/12/12 09/12/12 09/17/12 09/18/12 09/25/12

DKao MGBurke DKao MGBurke MA Clemente MGBurke MGBurke MG Burke

.50 1.00 .90 .30 .50 .30 .50 .60 14.00 $9,550.00

Total Hours Total Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Employee Benefits I Pensions

TIME SUMMARY

Name MA Clemente BJ Gold MG Burke BJ Lohan DKao EA McDonnell-O'Driscoll Total Hours and Fees

Hours .90 1.50 18.90 6.50 22.70 3.50 54.00

Rate $825.00 800.00 725.00 700.00 500.00 325.00

Amount $742.50 1,200.00 13,702.50 4,550.00 11,350.00 1,13?.50 $32,682.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Employee Benefits I Pensions

TIME DETAIL

Date
09/0l/12

Name
MGBurke

Narrative
Review KERP objection (.3); telephone conference with J. Kelley (.2); telephone conference with J. Cavendar (.2); review Teamsters Objection (.2) Review KERP documents (.2); correspondence re same (.3) Emails with B. Lohan (.1), J. Kelley (.2) and B. Gold (.2) on KERP program; respond to committee inquiries regarding KERP program (.4); review case law same (.5); provide list of questions to J. Cavendar regarding KERP (.3) Review and analyze KERP (1.2); conference with D. Kao and email to and from M. Burke regarding same (.3) Review proposed KERP (.4) Research KERP issues (.5) and draft summary/agenda re same (.4) Review ofKERP Motion (.3) Review ofKERP motion (.9); summarize same (.4) Telephone conference with J. Kelley regarding KERP (.2); review research on market rate KERP program (.6); email with J. Cavendar re: same (.2) Draft and research KERP objection Emails with J. Cavendar regarding KERP information Research KERP issues (3.5) and draft (3.9) KERP objection Telephone conference with J. Cavendar regarding KERP (.4); review information on comparable KERP programs (.7); revise objection to KERP motion (1.1); telephone conference with W. Sullivan regarding KERP motion (.3) Research (2.5) re KERP objection and revise (2.0) KERP Objection Modify KERP objection Continue draft ofKERP objection Revise objection to KERP (.8); telephone conference with debtors counsel regarding KERP (.6); telephone conferences with committee regarding KERP (.4) Emails with J. Cavendar regarding KERP motion (.2); telephone conferences same (.2) Review revised KERP objection (.4)

Hours .90

09/04/12 09/05/12

DKao MGBurke

.50 1.70

09/05/12 09/05/12 09/06/12 09/l 0112 09/ll/12 09/13/12

BJ Gold DKao DKao DKao DKao MGBurke

1.50 .40 .90 .30 1.30 1.00

09/16/12 09/17/12 09117112 09/18/12

DKao MG Burke DKao MG Burke

4.00 .40 7.40 2.50

09/18/12 09/19/12 09/19/12 09/20/12

DKao MG Burke DKao MG Burke

4.50 .40 2.10 1.80

09/21/12 09/2l/12

MGBurke MA Clemente

.40 .40

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Employee Benefits I Pensions

Date
09/2lll2 09/24112 09/24/12 09/24/12

Name
DKao MGBurke DKao

Narrative
Revise KERP objection Review and finalize the objection to KERP motion (.9); telephone conference with J. Kelley re: same (.3) Review and revise KERP objection and prepare for filing

Hours
.50 1.20

.40 .40

EA McDonnell-O'Driscoll Review electronic filing automatic email notifications today in case and f01ward the Objections filed today to the Key Employee Retention Program Motion to the in-house team MG Burke Review issues related to underfundings of pension plans ( 1.1 ); email J. Kelley (.2)

09/25/12 09/25/12 09/26/12 09/26/12 09/26/12

1.30

EA McDOtmell-O'Driscoll Research KERP Motion pleadings filed for Friday's hearing for M. Burke and B. Lohan and prepare binder for same MG Burke MA Clemente Telephone conference with J. Kelley regarding pension plans and payments (.5); follow up research on Allied pension plans (.5) Review KERP objection (.5)

1.00
1.00 .50

EA McDonnell-O'Driscoll Review electronic filing automatic email notifications today in Allied case and forward relevant filings (orders entered today) to in-house team along with the hearing agenda (.6); continue with preparation of hearing binder for M. Burke ( 1.0) MG Burke Telephone conference with W. Gray on pension issues (.3); telephone conferences with J. Cavendar related to KERP motion (.2); emails same (.2); prepare for contested hearing on KERP motion ( 1. 6) Review objections (1.5) and prepare (1.0) for KERP Motion hearing

1.60

09/27/12

2.30

09/27/12 09/27/12

BJ Lohan

2.50 .50

EA McDonnell-O'Driscoll Review electronic filing automatic email notifications today in Allied and forward relevant filings (amended agenda) to in-house team (.3); update hearing binder forM. Burke (.2) MG Burke DKao BJ Lohan Attend and participate in KERP hearing Research re KERP for hearing (.3); correspondence with Committee re result ofhearing on KERP (.1) Participate and attend hearing

09/28/12 09/28/12 09/28/12

4.00 .40
4.00

Total Hours Total Fees

54.00 $32,682.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Fee I Employment Applications

TIME SUMMARY

Name

Hours

Rate

Amount

MG Burke DKao EA McDonnell-O'Driscoll

Total Hours and Fees

l.OO
3.90 4.20
9.10

$725.00 500.00 325.00

$725.00 1,950.00 1,365.00

$4,040.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Fee I Employment Applications

TIME DETAIL

Date
09/04/12 09/04/12

Name
DKao

Narrative
Review of fee applications

Hours
.10 1.00

EA McDOtmell-O'Driscoll Review draft of June monthly fee statement and revise the numbers to correspond with final bill (.7); review summary and revise numbers to correspond with final bill (.3) DKao DKao MGBurke DKao Review of July and August bills and correspondence re same (.3) Review and revise June fee application Telephone conference with J. Kelley regarding investment banker (.3) Review debtor fee applications (.2); review CM June fee application (.I)

09/05/l2 09/07/l2 09/10/12 09/10/12 09/I0/12 09/11112

.30 .40 .30 .30 .50 .40

EA McDonnell-O'Driscoll Review Allied July bill and correct entries and set up transfers to correct matters (.4); conference with D. Kao re same (.1) EA McDonnell-O'Driscoll Review electronic filing automatic email notifications today in case and forward relevant filings (motions) to D. Kao (.3); calendar hearing and responses (.1) EA McDOtmell-O'Driscoll Review/correct July bill EA McDOtmell-O'Driscoll Review August bill for corrections MGBurke Review Conway fee application

09112/12 09/14/12 09/17/12 09/18/12 09/19/12

.50 .50 .40 .50 .80

EA McDonnell-O'Driscoll Review August bill draft and correct/edit/transfers for entries EA McDonnell-O'Driscoll Review July bill/monthly statement and forward to Billing for further revisions (.6); conferences with D. Kao re his revisions to bill/statement (.2) MGBurke DKao DKao DKao Review Stikeman fee application (.1 ); telephone conference with co-counsel (.2) Review and revise July (.5) and August (.4) fee applications Review Stikeman July/Aug fee application Review and revise July fee application (.3) and August fee application (1.3)

09/24/12 09/24/l2 09/25/12 09/27/l2

.30 .90 .30 1.60

Total Hours Total Fees

9.10 $4,040.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Financing

TIME SUMMARY

Name AM Falvey MA Clemente MG Burke SA McLeod DKao Total Hours and Fees

Hours .50 .30 5.30 .80 3.60

10.50

Rate $875.00 825.00 725.00 655.00 500.00

Amount $437.50 247.50 3,842.50 524.00 I ,800.00

$6,851.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Financing

TIME DETAIL

Date
09/12/12 09/13/12

Name
MG Burke MGBurke

Narrative
Review cash flow statements provided by J. Kelley (.4); telephone conference with J. Pidcock same (.3) Follow up with J. Potter on budget (.2); telephone conference with W. Hazeltine and W. Sullivan related to DIP order (.3); follow up emails (.2); telephone conference with J. Kelley on budget (.2); follow up with Conway (.2); review DIP credit agreement (.3) Telephone conference with J. Pidcock regarding DIP budget Review revised DIP budget projections (.3); telephone conference with J. Kelley same (.3); telephone conference with J. Pidcock same (.3) Revise stipulation regarding DIP order (.4); review revised DIP budget (.4); telephone conferences with Conway same (.4) Review stipulation and email extending lien investigation (.3) Draft and revise stipulation to extend committee lien investigation period (2.7); correspondence re same (.5) Telephone conference with DIP lender Conference with S. McLeod re stipulation (.2); review same (.2); telephone conference with D. Kao re: same (.1) Call with A. Falvey and S. McLeod re stipulation to extend lien investigation period (.1 ); revise stipulation (.3) Meet with A. Falvey to discuss Notice to be filed (.2); call with D. Kao regarding same (.l); provide comments to Notice (.4); discuss same with M. Burke and D. Kao ( .1) Review notice under DIP credit agreement

Hours
.70 1.40

09/17/12 09/19/12

MG Burke MG Burke

.30 .90

09/20/12 09/20/12 09/20/12 09/21/12 09/21112 09/21/12 09/21/12

MGBurke MA Clemente DKao MG Burke AM Falvey DKao SA McLeod

1.20 .30 3.20 .60 .50 .40 .80

09/25/12

MG Burke

.20

Total Hours Total Fees

10.50 $6,851.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Litigation

TIME SUMMARY

Name MG Burke C Moxley

Hours
.20 1.80 2.00

Rate $725.00 675.00

Amount $145.00 1,215.00 $1,360.00

Total Hours and Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Litigation

TIME DETAIL

Date
09/07/12 09/10/12 09/19/12 09/30/12

Name
C Moxley C Moxley MG Burke C Moxley

Narrative
Review Riggs Georgia docket and detennining what documents from that litigation to request from Allied Review the docket sheet in the Riggs litigation and determining documents to request from the debtor Follow up email related to NY litigation Review court filings concerning the allegations in the Riggs Florida litigation ( 1.0)

Hours
.40 .40 .20 1.00

Total Hours Total Fees

2.00 $1,360.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Meetings of Creditors

TIME SUMMARY

Name

Hours

Rate

Amount

MA Clemente
MG Burke

2.60 7.30 1.00 1.00 5.00

$825.00 725.00 725.00 700.00 500.00

$2,145.00 5,292.50 725.00 700.00 2,500.00

NK Lagemann

BJ Lohan
DKao
Total Hours and Fees

16.90

$11,362.50

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Meetings of Creditors

TIME DETAIL

Date 09/04/12 09/06/12 09/06112 09/11112 09/12/12 09/12/12 09112112 09/19/12 09/19/12 09/19/12 09/19/12 09/26/12 09/27/12 09/27112 09/27112

Name MGBurke MGBurke DKao DKao MG Burke MA Clemente DKao MG Burke MA Clemente DKao NKLagemann MG Burke MGBurke DKao BJ Lohan

Narrative Revise update to committee (.4); conference with D. Kao re: same
(.1)

Hours .50 1.50 1.60 .1 0 1.50 1. 40 1.60 1. 70 1.20 .70 1.00 .30 1.80 1.00 1.00 Total Hours 16.90 $11,362.50

Participate in pre-call with Conway (.5); participate in weekly committee call (1.0) Pre-calls with Conway re committee call issues (.6); Committee call (1.0) Draft agenda for committee call (.1) Telephone conference with committee Participate in creditor committee call ( 1. 4) Revise agenda and summaries of debtors' motions (.3); committee call (1.3) Pre-conference with Conway McKenzie (.4); revise agenda for committee call (.2); participate in weekly committee call (1.1) Participate in creditor committee call ( 1.0); review materials for call (.2) Participate in weekly committee call (part of) Tele-conference with Committee Telephone conferences regarding rescheduled committee call Participate in pre-committee call with Conway (.4); participate in weekly committee call (1.4) Participate in weekly committee call (part of) Participate on call re: strategic concems

Total Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Plan and Disclosure Statement

TIME SUMMARY

Name MG Burke DKao Total Hours and Fees

Hours 1.20
.40 1.60

Rate $725.00 500.00

Amount $870.00 200.00

$1,070.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Plan and Disclosure Statement

TIME DETAIL

Date
09/ll/12 09/18/12 09/20/12 09/27/12

Name
DKao MG Burke MGBurke MGBurke

Narrative
Review of motions to extend exclusivity, removal of actions and leases (.3); summarize same (.1) Review exclusivity motion and order (.2); telephone conference with J. Kelley re same (.2) Telephone conference with J. Kelley on exclusivity motion Emails with debtors counsel on CNO for exclusivity order

Hours
.40 .40 .40 .40

Total Hours Total Fees

1.60 $1,070.00

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Travel Time

TIME SUMMARY

Name MGBurke
BJ Lohan

Hours 3.50 5.00 8.50

Rate $362.50 350.00

Amount $1,268.75 1,750.00 $3,018.75

Total Hours and Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Travel Time

TIME DETAIL

Date
09/28/12 09/28/12

Name
MGBurke BJ Lohan

Narrative
Travel to and from Delaware for KERP hearing Travel to Delaware for hearing ( 1.5); travel to Chicago from hearing (3.5)

Hours
3.50 5.00

Total Hours Total Fees

8.50 $3,018.75

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Canadian Recognition Proceedings

TIME SUMMARY

Name MA Clemente

Hours
5.30 5.30

Rate
$825.00

Amount
$4,372.50 $4,372.50

Total Hours and Fees

SIDLEY AUSTIN

LLP

Invoice Number: 32054397 Allied Systems Holdings, Inc. Creditors Committe RE: Canadian Recognition Proceedings

TIME DETAIL

Date
09/04/12 09/10/12 09/11/12 09/12/12 09/17/12 09/18/12 09/19/12

Name
MA Clemente MA Clemente MA Clemente MA Clemente MA Clemente MA Clemente MA Clemente

Narrative
Email from A. Rose regarding D&O issue (.3); analysis of current situation and potential outcomes (.5) Emails regarding Canadian assets (.2); address lien issues on Canadian assets and emails with Stikeman re: same (.8) Emails with A. Rose regarding Canadian assets (.3) Call with Stikeman regarding lien perfection (.3); assess lien perfection issues (.5) Analysis of Canadian perfection issues (.4) Analysis of asset recovery and lien issues in CD (.5); email from CD counsel regarding asset issues and analysis of same (.5) Email from A. Rose regarding D&O issues (.2); review and analysis of charge and D&O lien situation (.8)

Hours
.80 1.00 .30 .80 .40 1.00

l.OO

Total Hours Total Fees

5.30 $4,372.50

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX

BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON FOUNDED 1866

LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, DC

FEDERAL ID

36-4474078

October 31,2012 Allied Systems Holdings, Inc. Creditors Committee 2302 Parklake Drive, NE #600 Atlanta, GA 30345
PLEASE INDICATE INVOICE NUMBER ON REMITTANCE

Invoice Number 32054397 Client Number 55538 REMITTANCE PAGE For Professional Services Rendered
Total Due This Bill $103,454.19

Please Return This Page With Your Remittance Remit Check Payments To: Sidley Austin LLP P.O. Box 0642 Chicago, Illinois 60690

Payment is Due Within 30 Days of Receipt oflnvoice

CERTIFICATE OF SERVICE

I, William A. Hazeltine, hereby certify that on the, hereby certify that, on November 1, 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. November 1, 2012 Date /s/ William A. Hazeltine William A. Hazeltine