UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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Inre: Chapter 11 ALLIED SYSTEMS HOLDINGS, INC., Case No. 12-._[---'] (LJ) Alleged Debtor.
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Inre: ALLIED SYSTEMS, LTD. (L.P.), Alleged Debtor.

Chapter 11 Case No. 12-._[---'] (LJ)

Ref. Nos. Hearing Date: TBD Objection Deadline: TBD

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PETITIONING CREDITORS' MOTION TO FILE REDACTED VERSIONS OF CONFIDENTIAL PLEADINGS AND TO FILE CERTAIN EXHIBITS THERETO UNDER SEAL

Petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd, and Spectrum Investment Partners, LP (collectively, the "Petitioning Creditors") by and through their undersigned counsel, hereby submit this motion (the "Motion") for an order allowing the Petitioning Creditors to file redacted versions of the Expedited Motion of Petitioning Creditors

For the Appointment of a Trustee Pursuant to 11 U.S. C. 105(a), 1104(a)(l) and 1104(a)(2)
and Statement of Petitioning Creditors in Support of the Involuntary Chapter 11 Petitions Filed

Against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) (collectively, the
"Confidential Pleadings") and certain exhibits thereto (the "Confidential Exhibits") under seal. In support of the Motion, the Petitioning Creditors respectfully state as follows.

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BACKGROUND
1.

On May 14, 2012, the Petitioning Creditors filed involuntary petitions (the

"Involuntary Petitions") under section 303 and chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") against Allied Systems Holdings, Inc., and Allied Systems, Ltd. (L.P.) (together, the "Alleged Debtors"). Pursuant to Federal Rule of Bankruptcy Procedure

("Bankruptcy Rule") 1011 (b), defenses and objections, if any, to the Involuntary Petitions are due by June 4, 2012. As of the date hereof, no order for relief has been entered in these cases. 2. The factual background relating to the filing of the Involuntary Petitions is set

forth in detail in the Statement of Petitioning Creditors in Support of the Involuntary Chapter 11
Petitions Filed Against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), which was

filed contemporaneously with the Involuntary Petitions and is incorporated herein by reference. 3. The Petitioning Creditors and Alleged Debtors are parties to certain credit

instruments and other agreements (collectively, the "Credit Agreements"), which contain information that is designated private and/or confidential by such Credit Agreements (the "Confidential Information"), the public disclosure of which by any party to the Credit Agreements would violate the Credit Agreements. contain Confidential Information.
JURISDICTION AND VENUE

The Confidential Pleadings and Exhibits

4.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157(b) and

1334 of the Bankruptcy Code. Venue in this district is proper pursuant to 28 U.S.C. 1408 and 1409. 5. The statutory predicates for the relief sought herein are Bankruptcy Code sections

105(a) and 107(b), Bankruptcy Rule 9018, and Rule 9018-1(b) of Local Rules of Bankruptcy

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Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules").
RELIEF REQUESTED

6.

By this Motion, the Petitioning Creditors request the entry of an order (1)

authorizing the Petitioning Creditors to file redacted versions of the Confidential Pleadings, (2) authorizing the Petitioning Creditors to file the Confidential Exhibits under seal, (3) directing that the Confidential Pleadings and Exhibits remain confidential, redacted, protected under seal, and not made available to any person or entity other than the Court, unless otherwise ordered by the Court or agreed to by the parties, and (4 ), as may be necessary to protect the Confidential Information, authorizing the Petitioning Creditors to file additional pleadings and/or exhibits under seal without the need for a hearing or further order of the Court.
BASIS FOR RELIEF REQUESTED

7.

A bankruptcy court may grant the relief requested herein pursuant to section

107(b) of the Bankruptcy Code and Bankruptcy Rule 9018. Section 107(b) of the Bankruptcy Code provides bankruptcy courts with the power to issue orders that will protect entities from potential harm. In relevant part, section 107(b) provides: On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may(1) protect an entity with respect to a trade secret or confidential research, development, or commercial information .... 8. Bankruptcy Rule 9018 defines the procedure by which a party may move for

relief under section 107(b) of the Bankruptcy Code, and provides:

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[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, (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code, or (3) to protect governmental matters that are made confidential by statute or regulation. 9. Unlike Rule 26(c) of the Federal Rules of Civil Procedure, section 107(b) of the

Bankruptcy Code does not require a demonstration of "good cause." Rather, if material sought to be protected falls within one of the enumerated categories, "the court is required to protect a requesting interested party and has no discretion to deny the application." In re Orion Pictures Corp., 21 F.3d 24,27 (2d Cir. 1994). 10. Filing redacted versions of the Confidential Pleadings and filing the Confidential

Exhibits under seal meets the standards set forth in section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 requiring protection of technical, business and/or proprietary information. The Confidential Information contained in the Confidential Pleadings and Exhibits consists of confidential commercial information. Public disclosure of the Confidential Information

contained in the Confidential Pleadings and Exhibits would violate the confidentiality provisions contained in the Credit Agreements.
NOTICE AND NO PRIOR REQUEST

11.

The Petitioning Creditors have provided notice of this Motion to the Alleged

Debtors and the Office of the United States Trustee by hand and/or overnight delivery. In light of the nature of the relief requested herein, the Petitioning Creditors submit that no other or further notice is required. 12. other court. No previous request for the relief requested herein has been made to this or any

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WHEREFORE, the Petitioning Creditors respectfully request that the Court (i) grant the relief requested by the Motion; (ii) allow the Petitioning Creditors to file redacted versions of the Confidential Pleadings and to file the Confidential Exhibits under seal; and (iii) grant such further relief as is just and proper. Dated: May 17,2012 Wilmington, Delaware

LANDIS RATH & COBB LLP

G. Landis (No. 3407) Kerri K. Mumford (No. 4186) Jeffrey Drobish (No. 5437) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 landis\al,lrclaw.com Email: mumford\al,lrclaw.com drobish@lrclaw.com -andAdam C. Harris Robert J. Ward Victoria A. Lepore SCHULTE ROTH & ZABEL LLP 919 Third A venue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955

ffl; /JkcJ Aflllill

Counsel to the Petitioning Creditors

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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In re: Chapter 11 ALLIED SYSTEMS HOLDINGS, INC., Case No. 12-._[_ Alleged Debtor. __.] (LJ)

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In re: ALLIED SYSTEMS, LTD. (L.P.), Alleged Debtor. Chapter 11 Case No. 12-._[_ __.] (LJ)
Ref. Nos.

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ORDER GRANTING PETITIONING CREDITORS' MOTION TO FILE REDACTED VERSIONS OF CONFIDENTIAL PLEADINGS AND TO FILE CERTAIN EXHIBITS THERETO UNDER SEAL

Upon consideration of the Petitioning Creditors' Motion to File Redacted Versions of

Confidential Pleadings and to File Certain Exhibits Thereto Under Seal (the "Motion"); 1 and the
Court having jurisdiction to hear the Motion; and it appearing that sufficient notice of the Motion has been given; and it appearing that the relief requested by the Motion is in the best interests of the Alleged Debtors, the Petitioning Creditors, and the Alleged Debtors' creditors and stakeholders; and good cause appearing therefor; it is hereby: ORDERED that the Motion is GRANTED; and it is further ORDERED that the Petitioning Creditors are authorized, nunc pro tunc to the date of the Motion, to file redacted versions of the Confidential Pleadings and to file the Confidential Exhibits under seal; and it is further

All capitalized terms used but not defmed herein have the meanings ascribed to such terms in the Motion.

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ORDERED that the Confidential Pleadings and Exhibits shall remam confidential, redacted, protected under seal, and not made available to any person or entity other than the Court, unless otherwise ordered by the Court or agreed to by the parties to the Credit Agreements; and it is further ORDERED that, as may be necessary to protect the Confidential Information, the Petitioning Creditors are authorized to file additional pleadings and/or exhibits under seal without the need for a hearing or further order of the Court; and it is further ORDERED that this Court shall retain jurisdiction over any and all matters arising from or related to the interpretation and implementation of this Order.

Dated: May_, 2012 Wilmington, Delaware United States Bankruptcy Judge

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