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

, Alleged Debtor. Chapter 11 Case No. 12-11564 (CSS)

Re: Docket No. 28

In re: ALLIED SYSTEMS, LTD. (L.P.), Alleged Debtor.

Chapter 11 Case No. 12-11565 (CSS)

Re: Docket No. 28 Hearing Date: TBD Objection Deadline: TBD

ALLEGED DEBTORS MOTION TO FILE UNREDACTED VERSION OF ALLEGED DEBTORS RESPONSE TO PETITIONING CREDITORS MOTION PURSUANT TO DEL. BANKR. L.R. 9006-1(E) FOR AN ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER THE EXPEDITED MOTION OF PETITIONING CREDITORS FOR THE APPOINTMENT OF A TRUSTEE PURSUANT TO 11 U.S.C. 105(A), 1104(A)(1) AND 1104(A)(2) UNDER SEAL The above-captioned alleged debtors (collectively, the "Alleged Debtors") hereby submit this motion (the "Motion") for entry of an order pursuant to section 107(b)(1) of title 11 of the United States Code, 11 U.S.C. 101-1533 (the "Bankruptcy Code"), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 9108-1(b) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") protecting the Alleged Debtors' interest in sensitive commercial information contained in the Alleged Debtors Response to Petitioning Creditors Motion Pursuant to Del. Bankr. L.R. 9006-1(e) for an Order Shortening Time for Notice of the Hearing to Consider the Expedited Motion of Petitioning Creditors for the Appointment of a Trustee Pursuant to 11 U.S.C. 105(a), 1104(a)(1) and 1104(a)(2) [Docket No. 28 in Case No. 12-11564 (CSS) and Docket No. 28 in Case No. 12-11565 (CSS)] (the "Response"), dated May

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21, 2012, and publically filed contemporaneously herewith in a redacted form. In support of the Motion, the Alleged Debtors respectfully state as follows: Background 1. On May 17, 2012 (the Petition Date), BDCM Opportunity Fund II, LP,

Black Diamond CLO 2005-1 Adviser, L.L.C, and Spectrum Investment Partners LP (collectively, the Petitioning Creditors) filed involuntary chapter 11 petitions against the Alleged Debtors. The circumstances and the Petitioning Creditors motives leading to the filing of these petitions are set forth in detail in the Response and are fully incorporated as if set forth herein.1 Legal Basis for Relief Requested 2. By this Motion, the Alleged Debtors request that the Court enter an order

authorizing and directing that an unredacted version of the Response be filed under seal and not made available to any party other than the Office of the United States Trustee for the District of Delaware and the Petitioning Creditors (collectively, the "Receiving Parties") on a confidential basis.2 Basis for Relief 3. follows: On request of a party in interest, the bankruptcy court shall . . . (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information . . . . Section 107(b) of the Bankruptcy Code provides, in relevant part, as

1 2

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Response. An undredacted version of the Response will also be provided to the Court for its review in accordance with Local Rule 9018-1(b).

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4.

Bankruptcy Rule 9018 defines the procedures by which a party may move

for relief under section 107(b), providing that "[o]n motion or on its own initiative, with or without notice, the court may make any order which justice requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information [or] (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code . . . ." Fed. R. Bankr. P. 9018. Confidential information need not rise to the level of a trade secret to merit protection under section 107(b). See Video Software Dealers Assoc. v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24, 27 (2d Cir. 1994) (commercial information defined as "information which would cause an unfair advantage to competitors by providing them information as to the commercial operations of the debtor"). 5. Once a court determines that the information in question falls within one

of the categories enumerated in section 107(b) of the Bankruptcy Code, "the court is required to protect a requesting interested party and has no discretion to deny the application." Id. The Court has broad authority to issue such an order under Bankruptcy Rule 9018. See In re Global Crossing Ltd., 295 B.R. 720, 724 (Bankr. S.D.N.Y. 2003) ("When the requirements of Rule 9018 are satisfied, the authority to issue the resulting order is broad 'any order which justice requires.' The Court notes that the authority goes not just to the protection of confidential documents, but to other confidentiality restrictions that are warranted in the interests of justice."). 6. In addition, under section 105(a) of the Bankruptcy Code, the Court may

"issue any order, process, or judgment that is necessary or appropriate to carry out the provisions" of the Bankruptcy Code.

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7.

The Alleged Debtors submit that the unredacted version of the Response

contains sensitive information of a commercial nature and should not be subject to disclosure to the general public. Specifically, the unredacted version of the Response contains confidential information regarding the Alleged Debtors financial condition and their pursuit of certain restructuring options that, if disclosed, could threaten on-going negotiations and harm the Alleged Debtors business operations. Thus, the Alleged Debtors believe that the unredacted version of the Response should be filed under seal, not be made public, and be available only to Receiving Parties and the Court on a confidential basis. 8. Further, as stated above, the Alleged Debtors have publically filed a

redacted version of the Response contemporaneously with this Motion. Only the sensitive commercial information contained therein has been redacted. Accordingly, the Alleged Debtors submit that the redacted version of the Response contains sufficient information -- even without the specific information contained in the unredacted version of the Response -- to permit other interested parties, if any, a full and fair opportunity to consider the merits of the Response and to formulate and file replies thereto. 9. Accordingly, the Alleged Debtors respectfully submit that the filing of the

unredacted version of the Response under seal is necessary and appropriate in these circumstances. Notice 10. Notice of this Motion shall be provided to: (i) the Office of the United

States Trustee for the District of Delaware; and (ii) the Petitioning Creditors. The Alleged Debtors respectfully submit that no further notice of this Motion is required.

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WHEREFORE, the Alleged Debtors respectfully request that, pursuant to 11 U.S.C. 107(b)(l), Fed. R. Bankr. P. 9018 and Del. Bankr. L.R. 9018-1(b), the Court enter an order, substantially in the form attached hereto as Exhibit A, (i) authorizing the Alleged Debtors to file an umedacted version of the Response under seal; (ii) directing the Receiving Parties to maintain the strict confidentiality of the umedacted version of the Response; and (iii) granting the Alleged Debtors such other and further relief as is just and proper.

Dated: May 21, 2012 Wilmington, Delaware

Respectfully submitted,

Mark D. ollins (No. 981) Christo her M. Samis (No. 4909) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com E-mail: samis@rlf.com -andJeffrey W. Kelley (GA Bar No. 412296) Ezra H. Cohen (GA Bar No. 173800) TROUTMANSANDERSLLP Bank of America Plaza 600 Peachtree Street, Suite 5200 Atlanta, Georgia 30308-2216 Telephone No.: (404) 885-3000 Facsimile No.: (404) 885-3900 E-Mail: jeffrey .kelley@troutmansanders. com E-Mail: ezra.cohen@troutmansanders.com

Counsel for Alleged Debtors

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Exhibit A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ALLIED SYSTEMS HOLDINGS, INC., Alleged Debtor. Chapter 11 Case No. 12-11564 (CSS)
Re: Docket Nos. ___ and ___

In re: ALLIED SYSTEMS, LTD. (L.P.), Alleged Debtor.

Chapter 11 Case No. 12-11565 (CSS)

Re: Docket Nos. ___ and ___

ORDER GRANTING ALLEGED DEBTORS MOTION TO FILE AN UNREDACTED VERSION OF ALLEGED DEBTORS RESPONSE TO PETITIONING CREDITORS MOTION PURSUANT TO DEL. BANKR. L.R. 9006-1(E) FOR AN ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER THE EXPEDITED MOTION OF PETITIONING CREDITORS FOR THE APPOINTMENT OF A TRUSTEE PURSUANT TO 11 U.S.C. 105(A), 1104(A)(1) AND 1104(A)(2) UNDER SEAL The Court having considered the Alleged Debtors Motion to File an Unredacted Version of Alleged Debtors Response to Petitioning Creditors Motion Pursuant to Del. Bankr. L.R. 9006-1(e) for an Order Shortening Time for Notice of the Hearing to Consider the Expedited Motion of Petitioning Creditors for the Appointment of a Trustee Pursuant to 11 U.S.C. 105(a), 1104(a)(1) and 1104(a)(2) Under Seal (the Motion"); 1 the Court having reviewed the Motion and having heard the statements of counsel regarding the relief requested in the Motion at a hearing before the Court (the "Hearing"); the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and (iii) notice of the Motion and the Hearing was

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: 1. 2. under seal. 3. The Clerk of the Court shall segregate and maintain the unredacted The Motion is granted. The Alleged Debtors may file the undredacted version of the Response

version of the Response under seal pursuant to the procedures set forth in Local Rule 9018-1(b) until further order of this Court. 4. The foregoing notwithstanding, access to the unredacted version of the

Response shall be provided only to the Receiving Parties, each of which shall maintain the confidentiality of the undredacted version of the Response and its contents. 5. The Alleged Debtors are authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Motion, including, without limitation, requiring any party requesting additional information about the unredacted version of the Response to submit to confidentiality agreements with the Alleged Debtors, who, in their sole discretion, shall determine whether to provide such additional information. 6. This Court retains jurisdiction to interpret and enforce this Order.

Dated: May _____, 2012 Wilmington, Delaware

__________________________________________ THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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