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. 29

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

Chapter 11 Case No. 12-11565 (CSS)

Re: Docket No. 29 Hearing Date: TBD Objection Deadline: TBD

ALLEGED DEBTORS MOTION TO FILE UNREDACTED VERSION OF THE MOTION OF ALLEGED DEBTORS TO TRANSFER VENUE OF THIS CASE TO THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION UNDER SEAL The above-captioned alleged debtors (collectively, the Alleged Debtors) hereby submit this motion (the Motion to Seal) 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 Motion of Alleged Debtors to Transfer Venue of this Case to the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division [Docket No. 29 in Case No. 12-11564 (CSS) and Docket No. 29 in Case No. 12-11565 (CSS)] (the Motion to Transfer Venue), dated May 21, 2012, and publically filed contemporaneously herewith in a redacted form. In support of the Motion to Seal, the Alleged Debtors respectfully state as follows:

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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 Motion to Transfer Venue and are fully incorporated as if set forth herein.1 Legal Basis for Relief Requested 2. By this Motion to Seal, the Alleged Debtors request that the Court enter an

order authorizing and directing that an unredacted version of the Motion to Transfer Venue 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

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

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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. 7. The Alleged Debtors submit that the unredacted version of the Motion to

Transfer Venue contains sensitive information of a commercial nature and should not be subject to disclosure to the general public. Specifically, the unredacted version of the Motion to

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Transfer Venue contains confidential information regarding the Alleged Debtors financial condition and their pursuit of certain restructuring options that, if disclosed, could threaten ongoing negotiations and harm the Alleged Debtors business operations. Thus, the Alleged

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

unredacted version of the Motion to Transfer Venue under seal is necessary and appropriate in these circumstances. Notice 10. Notice of this Motion to Seal 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)(1), 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 unredacted version of the Motion to Transfer Venue under seal; (ii) directing the Receiving Parties to maintain the strict confidentiality of the unredacted version of the Motion to Transfer Venue; 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. C lins (No. 98 ) Christop er 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) TROUTMAN SANDERS LLP 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 THE MOTION OF ALLEGED DEBTORS TO TRANSFER VENUE OF THIS CASE TO THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION UNDER SEAL The Court having considered the Alleged Debtors Motion to File an Unredacted Version of the Motion of Alleged Debtors to Transfer Venue of this Case to the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division Under Seal [Docket No. ___ in Case No. 12-11564 (CSS) and Docket No. ___ in Case No. 12-11565 (CSS)] (the Motion to Seal); 1 the Court having reviewed the Motion to Seal and having heard the statements of counsel regarding the relief requested in the Motion to Seal 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 to Seal and the Hearing was sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion to Seal and at the Hearing establish just cause for the relief granted herein;

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

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IT IS HEREBY ORDERED THAT: 1. 2. The Motion to Seal is granted. The Alleged Debtors may file the undredacted version of the Motion to

Transfer Venue under seal. 3. The Clerk of the Court shall segregate and maintain the unredacted

version of the Motion to Transfer Venue 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

Motion to Transfer Venue shall be provided only to the Receiving Parties, each of which shall maintain the confidentiality of the undredacted version of the Motion to Transfer Venue 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 to Seal, including, without limitation, requiring any party requesting additional information about the unredacted version of the Motion to Transfer Venue 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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