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Allied Systems Holdings, Inc., et al., filed a Chapter 11 bankruptcy petition. The petition seeks compensation for services rendered and reimbursement of expenses. The debtors in the cases are Allied Systems, Allied Automotive Group, Allied Freight Broker LLC and Allied Systems (Canada) company.
Allied Systems Holdings, Inc., et al., filed a Chapter 11 bankruptcy petition. The petition seeks compensation for services rendered and reimbursement of expenses. The debtors in the cases are Allied Systems, Allied Automotive Group, Allied Freight Broker LLC and Allied Systems (Canada) company.
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Allied Systems Holdings, Inc., et al., filed a Chapter 11 bankruptcy petition. The petition seeks compensation for services rendered and reimbursement of expenses. The debtors in the cases are Allied Systems, Allied Automotive Group, Allied Freight Broker LLC and Allied Systems (Canada) company.
Авторское право:
Attribution Non-Commercial (BY-NC)
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Скачайте в формате PDF, TXT или читайте онлайн в Scribd
In re: ALLIED SYSTEMS HOLDINGS, INC., et al., 1 ) Chapter 11 ) ) Case No. 12-11564 (CSS) ) Debtors. ) (Jointly Administered) ) ) Objection Deadline: November 19, 2012 at 4:00p.m. ) Hearing Date: November 26, 2012 at 2:00 p.m. SUMMARY OF FIRST INTERIM 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 JUNE 19, 2012 THROUGH AUGUST 31, 3012 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: 2 Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is an: ___ monthly Sidley Austin LLP ("Sidley") Official Committee of Unsecured Creditors (the "Committee") June 19,2012 (nunc pro tunc) June 19, 2012 through August 31, 2012 (the "Compensation Period") $401 545.75 $7,570.51 --"-'"---- interim ___ final application. This is Sidley's fourth fee application and first interim fee application in this case. 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. 2 The actual amount of compensation and expenses being sought is subject to a cap on fees and expenses relating to the Investigation (as defined in this Fee Application). p A I' F'ld nor lPP I catiOns 1 e : Date Filed Period Covered Fees Expenses Date Approved Approved Approved Fees Expenses 9/7/2012 6/19/2012-6/30/2012 $86,897.25 $1,257.84 Oct. 1, 2012 $69,517.80 $1,257.84 (CNO) 10/1/2012 7/1/2012- 7/31/2012 $225,880.50 $5,316.40 Pending 10/9/2012 8/1/2012-8/31/2012 $88,768.00 $996.27 Pending FEE SUMMARY Name of Position, Area of Expertise, Number of Hourly Total billed Total Professional Person Michael G. Burke Matthew A. Clemente Anne M. Falvey Nicholas K. Lagemann Dusan Clark Greg Dolinsky Dennis Kao Joanne Lee Brian J. Lohan Stephanie A. McLeod Cameron Moxley Steve W. Robinson Russell B. Zuckerman Eileen McDonnell- O'Driscoll Kenley Stark Years in Practice, Year of Obtaining billing License to Practice rate Partner, Bankruptcy, 9 years $725.00 Admitted 2003 in New York Partner, Bankruptcy, 14 years $825.00 Admitted 1998 in Illinois Partner, Corporate - M & A, 25 years $875.00 Admitted 1987 in Massachusetts, 1988 in New York Pmtner, Litigation, 9 years $725.00 Admitted 2003 in New York Associate, Intellectual Property, 11 years $600.00 Admitted 2001 in Texas and Arkansas Associate, Real Estate, 3 years $500.00 Admitted 2009 in New York Associate, Bankruptcy, 2 years $500.00 Admitted 2010 in New York Associate, Capital Markets, 1 year $450.00 Admitted 2011 in New York Associate, Bankruptcy, 8 years $700.00 Admitted 2004 in Illinois Associate, Corporate - M & A, 5 years $655.00 Admitted 2007 in New York Associate, Litigation, 7 years $675.00 Admitted 2005 in New York Associate, Bankruptcy, 2 years $500.00 Admitted 2010 in Illinois Associate, Real Estate, 2 years $500.00 Admitted 201 0 in New York Senior Legal Assistant, Bankruptcy $325.00 Paralegal, Bankruptcy $245.00 TOTAL GRAND TOTAL: hours Compensation 124.90 $86,093.75 47.10 $38,857.50 38.00 $33,250.00 56.00 $39,077.50 8.30 $4,980.00 4.50 $2,250.00 141.50 $70,750.00 34.20 $15,390.00 44.50 $28,252.00 40.30 $26,396.50 44.60 $30,105.00 37.95 $18,975.00 9.40 $4,700.00 5.70 $1,852.50 1.40 $343.00 638.35 $401,545.75 $401,545.75 Fees 683.35 Hours BLENDED RATE: $ 629.04 Per Hour 2 COMPENSATION BY PROJECT CATEGORY Project Cate2ory Total Hours Billed Total Compensation Case Administration 42.00 $27,652.00 Committee Investigation 191.00 $124,515.00 Asset Analysis and Recovery 1.20 $960.00 Asset Disposition 11.60 $8,615.00 Business Operations 2.00 $1,450.00 Employee Benefits I Pensions 1.00 $725.00 Fee I Employment Applications 94.95 $51,402.50 Fee I Employment Objections 46.20 $28,762.50 Financing 144.10 $93,352.50 Litigation 21.70 $15,087.50 Meetings of Creditors 44.40 $29,082.50 Travel Time 24.00 $8,606.25 Canadian Recognition Proceedings 14.20 $11,335.00 TOTAL 638.35 $401,545.75 EXPENSE SUMMARY Expense Category Service Provider Total Expenses (if applicable) Duplicating_ Charges $1,664.34 Document Delivery Services $1.30 Ground Transportation $99.80 Overtime Services $185.59 Document Services $63.50 Search Services Dialog LLC $5,122.14 Pacer, CT Corp. Telephone Tolls $93.47 Travel/Lodging $326.00 CALR- Westlaw Research Service Westlaw $14.37 TOTAL $7,570.51 3
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: November 19, 2012 at 4:00 p.m. Hearing Date: November 26, 2012 at 2:00 p.m.
FIRST INTERIM 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 JUNE 19, 2012 THROUGH AUGUST 31, 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 and Del. Bankr. L.R. 2016-2, for interim allowance of compensation for services rendered and for reimbursement of expenses incurred solely for the Committee, and in further explanation respectfully represents: INTRODUCTION 1. By this application (the Application), Sidley seeks (i) interim allowance and award of compensation for professional services rendered by Sidley as counsel for the Committee for the period from June 19, 2012 through and including August 31, 2012 (the Compensation Period) in the amount of $401,545.75, representing 638.35 hours in
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. 2
professional services rendered on behalf of the Committee and (ii) interim allowance for the reimbursement of actual and necessary expenses incurred by Sidley during the Compensation Period in connection with the rendition of such professional services in the amount of $7,570.51; 2 less amounts already paid pursuant to the Interim Compensation Order (defined below). 2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue of this proceeding and this application is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are 11 U.S.C. 330, 331, 503(b)(4), Federal Rule of Bankruptcy Procedure 2016 and Del. Bankr. L.R. 2016-2. BACKGROUND 3. On May 17, 2012, certain 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 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
2 The actual amount of compensation and expenses being sought is subject to a cap on Committee fees and expenses relating to investigating, taking discovery with respect to, filing and prosecuting and and all Challenge Actions (the Investigation), as set forth 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). See DIP Order 12(d). 3
administering the Chapter 11 Cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) for procedural purposes only. 4. On June 19, 2012, the United States Trustee (the Trustee) appointed the following creditors to the Committee pursuant to Bankruptcy Code Section 1102: (a) Pension Benefit Guaranty Corporation; (b) Central States, Southeast and Southwest Areas Pension Fund; (c) Teamsters National Automobile Transporters Industry Negotiating Committee; and (d) General Motors, LLC. 5. 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). FEE APPLICATIONS COVERED 5. On September 7, 2012, Sidley filed and served the First 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 June 19, 2012 through June 30, 2012 (the June Application) [D.I. 419] requesting payment of fees in the amount of $86,897.25 and reimbursement of expenses in the amount of $1,257.84. Pursuant to the Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals entered in this case (the Interim Compensation Order) (D.I. 215), Sidley has filed a Certificate of No Objection [D.I. 489] with respect to the June Application and has received payment of fees in the amount of $69,518.04, 3 and reimbursement of expenses in
3 The June Application inadvertently indicated on the first page of the summary that Sidley was seeking $86,897.55 (80% of which is $69,518.04) in compensation for professional services rendered as attorneys for the Committee during the period from June 19, 2012 through and including June 30, 2012. However, elsewhere, Sidley described the correct amount with respect to compensation during this period as $86,897.25 (80% of which is $69,517.80). As the Debtors compensated Sidley based on the figure listed on the first page of the summary, the amount that Sidley has received represents slightly more than 80% of the fees requested, and Sidley will adjust its fees accordingly. 4
the amount of $1,257.84 which, represents reimbursement of 100% of expenses requested in the June Application. 6. On October 1, 2012, Sidley filed and served the Second 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 July 1, 2012 through July 31, 2012 (the July Application) [D.I. 490] requesting the allowance of fees in the amount of $225,880.50 and expenses in the amount of $5,316.40 and, due to the Investigation cap, payment of fees in the amount of $169,653.73 and reimbursement of expenses in the amount of $5,316.40. As of the date of this Application, Sidley has not received any payment with respect to the July Application. 7. On October 9, 2012, Sidley filed and served the Third 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 August 1, 2012 through August 31, 2012 (the August Application) [D.I. 516] requesting the allowance of fees in the amount of $88,768.00 and expenses in the amount of $996.27 and, due to the Investigation cap, payment of fees in the amount of $64,319.00 and reimbursement of expenses in the amount of $725.67. As of the date of this Application, Sidley has not received any payment with respect to the August Application. RELIEF REQUESTED 8. By this Application, Sidley requests that the Court (i) allow, on an interim basis and authorize payment to Sidley of all fees requested and reimbursement of all expenses incurred during the Compensation Period as set forth in the June Application, July Application, and August Application, less amounts paid pursuant to the Interim Compensation Order. 5
9. Sidley has received no payments or promises of payment from any source other than the Debtors in accordance with the provisions of the Bankruptcy Code for services rendered or to be rendered in any capacity whatsoever in this case. 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. 10. 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. 11. The compensation sought by Sidley is based on the normal hourly rates charged by Sidley for work of this character. The professional services and related expenses for which Sidley requests interim allowance of compensation and reimbursement of expenses were rendered and incurred in connection with these cases in the discharge of Sidleys professional responsibilities as attorneys for the Committee. Sidleys services have been necessary and beneficial to the Committee and its constituents. 12. 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 Sidley taking into account all relevant factors, including time spent on such services; the rates charged for such services; the complexity, importance, and nature of the problem, issue or task addressed; and the customary compensation charged by comparably skilled practitioners in cases other than cases under the Bankruptcy Code. CONCLUSION WHEREFORE, Sidley respectfully requests that this Court enter an order, substantially in the form attached hereto: 6
(a) approving the allowance of compensation for professional services that were rendered by Sidley to the Committee during the period from June 19, 2012 through and including August 31, 2012 in the amount of $401,545.75; (b) approving the reimbursement of Sidleys expenses incurred in connection with the rendering of such services in the amount of $7,570.51; (c) authorizing and directing the Debtors to make prompt payment to Sidley in an amount sufficient to satisfy all fees and expenses to be paid, less any payments already received by Sidley pursuant to the Interim Compensation Order; and (d) granting to Sidley such other relief as this Court may deem just and proper. Dated: New York, New York October 15, 2012
SIDLEY AUSTIN LLP
/s/ Brian J. Lohan Michael G. Burke Brian J. Lohan Dennis Kao 787 Seventh Avenue New York, NY 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599
and
SULLIVAN HAZELTINE ALLINSON LLC William D. Sullivan (No. 2820) William A. Hazeltine (No. 3294) 901 N. Market St., Suite 1300 Wilmington, DE 19801 Telephone: (302) 428-8191 Facsimile: (302) 428-8195
Attorneys for the Official Committee of Unsecured Creditors
In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ALLIED SYSTEMS HOLDINGS, INC., et al., 1 Chapter 11 ) Case No. 12-11564 (CSS) (Jointly Administered) Debtors. Deadline: Nov. 19, 2012 at 4:00p.m. ) Hearmg Date: Nov. 26, 2012 at 2:00p.m. NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that on October 15,2012, Sidley Austin LLP filed the attached First Interim 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 June 19, 2012 through August 31, 2012 (the "Application"). PLEASE TAKE FURTHER NOTICE that any objections to the Application must be made in writing, filed with the Bankruptcy Court, 824 Market Street, Wilmington, Delaware 19801, and served so as to actually be received on or before November 19, 2012 at 4:00p.m. Prevailing Eastern Time by the following: (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, Wilmington, Delaware 19801 (Attn: David L. Buchbinder); and (4) co- I The debtors in the above-captioned cases (collectively, the "Debtors"), along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: Allied Systems Holdings, Inc. (58-0360550); Allied Automotive Group, Inc. (58- 2201081); Allied Freight Broker LLC (59-2876864); Allied Systems (Canada) Company (90-0169283); Allied Systems, Ltd. (L.P.) (58- 171 0028); Axis Areta, LLC (45-5215545); Axis Canada Company 87568828); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38- 0436930); CT Services, Inc. (38-2918187); 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. counsel to the Committee, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Michael G. Burke) and Sullivan Hazeltine Allinson LLC, 901 North Market Street, Suite 1300, Wilmington, Delaware 19801 (Attn: William A. Hazeltine). PLEASE TAKE FURTHER NOTICE that hearing on the Application will be held on November 26, 2012 at 2:00p.m., prevailing Eastern Time. The hearing will take place before the Honorable Christopher S. Sontchi at the U.S. Bankruptcy Court, 824 Market Street, 5th Floor, Courtroom No.6, Wilmington, Delaware. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF DEMANDED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: October 15, 2012 Wilmington, Delaware SULLIVAN 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 Email: whazeltine@sha-llc.com Attorneys for the Official Committee of Unsecured Creditors 2 In re: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ALLIED SYSTEMS HOLDINGS, INC., et al., 1 ) Chapter 11 ) Debtors. ) Case No. 12-11564 (CSS) ) (Jointly Administered) ) ) Related Docket No: __ _ ) ORDER APPROVING THE FIRST INTERIM APPLICATION OF 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 JUNE 19, 2012 THROUGH AUGUST 31, 2012 Upon consideration of the first interim fee application of Sidley Austin LLP (Sidley) as Co-Counsel to the Official Committee of Unsecured Creditors for the Period June 19, 2012 through August 31, 2012 (the "Application"), 2 seeking the entry of an Order for allowance of compensation and reimbursement of expenses on an interim basis; and this Court having determined that all ofthe requirements of sections 327,328,330,331 and 503(b) ofthe Bankruptcy Code as well as Rule 2016 ofthe Federal Rules ofBankruptcy Procedure and the applicable Local Rules have been satisfied; and it further appearing that the expenses incurred were actual, reasonable and necessary; and it appearing that notice of the Application was appropriate; and after due deliberation and sufficient good cause appearing therefore; it is hereby 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. (58-220 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 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. 2 Capitalized terms not defined in this order shall have the meaning ascribed to them in the Application. ORDERED that the Application is approved on an interim basis; and it is further ORDERED that Sidley is granted interim allowance and payment of the Fee Amount and Expense Amount in the amount set forth on Exhibit A hereto for the Application Period; and it is further ORDERED that the Debtors are authorized and directed to make prompt payment to Sidley in the amount necessary to satisfy the Fee Amount and the Expense Amount, less any payments already received; and it is further ORDERED that the Fee Amount and Expense Amount allowed pursuant to this Order are subject to final allowance by this Court; and it is further ORDERED that this Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Order. Dated: 2012 Wilmington, Delaware 2 The Honorable Christopher S. Sontchi United States Bankruptcy Judge Exhibit A Applicant Total Fees Total Expenses Total Fees and Expenses Sidley Austin LLP $401,545.75 $7,570.51 $409,116.26 3 CERTIFICATE OF SERVICE I, William A. Hazeltine, hereby certify that on the, hereby certify that, on October 15, 2012, I caused one copy of the foregoing to be served upon the parties listed below in the manner indicated. Via Federal Express John A. Blount Allied Systems Holdings, Inc. 2302 Parklake Drive, Bldg. 15, Ste. 600 Atlanta, Georgia 30345 Via Federal Express Jeffrey W. Kelley, Esq. Troutman Sanders LLP Bank of America Plaza 600 Peach Street, Suite 5200 Atlanta, Georgia, 30308 Via Hand Delivery Mark D. Collins, Esq. Richards, Layton & Finger, P.A. One Rodney Square Wilmington, Delaware 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. October 15 2012 Is/ William A. Hazeltine Date William A. Hazeltine