IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

) ) Chapter 11 ) Case No. 12 -11564 (CSS) ) (Jointly Administered) ) ) Re: Docket No. 574 )

In re: ALLIED SYSTEMS HOLDINGS, INC. eta!., 1 Debtors.

______________________________ )
ALLIED SYSTEMS HOLDINGS, INC. Plaintiff, v. AMERICAN MONEY MANAGEMENT CORP., et al. Defendants.
) ) ) ) ) ) ) ) ) ) ) ) ) )

Adversary Proceeding No.: 12-50947 (CSS)

Re: Docket No.12

Hrg. Date: Nov. 7, 2012, at 9:30A.M. (ET) (Requested) Obj. Deadline: Nov. 7, 2012, at 9:30A.M. (ET) (Requested)

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MOTION OF BDCM OPPORTUNITY FUND II, LP, BLACK DIAMOND CLO 2005-1 LTD, AND SPECTRUM INVESTMENT PARTNERS, L.P., TO EXCEED THE PAGE LIMITATION OF LOCAL RULE 7007-2 BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd. and Spectrum Investment Partners, L.P. (collectively, the "Petitioning Creditors"), by their undersigned counsel, respectfully move for an order authorizing the Petitioning Creditors to file the Omnibus

The Debtors in these cases, 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 (900169283); Allied Systems, Ltd. (L.P.) (58-1710028); Axis Areta. LLC (45-5215545); Axis Canada Company (875688228); Axis Group, Inc. (58-2204628); Commercial Carriers, Inc. (38-0436930); CT Services. Inc. (382918187); 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. (592876863): RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (910847582).

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Objection to the Debtors' Stay Extension Motion (defined below), Credit Bid Motion (defined below), DIP Amendment Motion (defined below); and Cross-Motion for Abstention Pursuant to 28 U.S.C. 1334(c) (the "Objection and Cross Motion"), which exceeds the page limit in Local Rule 7007-2. The Objection and Cross Motion respond to: (a) the Motion For Order Extending The Automatic Stay To Certain Non-Debtor Third Parties Pursuant To Sections 105 and 362 Of The Bankruptcy Code, dated October 18, 2012 [Adv. D.I. 4] (the "Stay Extension Motion"); (b) the Motion For An Order Pursuant To Section 105(a) Of The Bankruptcy Code and Bankruptcy Rule 9019 Approving 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, dated October 18, 2012 [Bankr. D.I. 539] (the "Credit Bid Motion"); and (c) the Motion Pursuant To 11 U.S.C. 105(a) For Order Amending The Final DIP Order Pursuant To 11 U.S.C. 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, dated October 18, 2012 [Bankr. D.I. 538] (the "DIP Amendment Motion"). In support of this motion, the Petitioning Creditors state as follows: 1. Rather than file repetitive objections related to each motion, the Petitioning

Creditors believed it would be more efficient and succinct for the Court to address their

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objections to the Motions in one omnibus objection given the related issues raised in each pleading. Given that the Petitioning Creditors are responding to three (3) material motions and also seeking affirmative relief in their cross-motion, they have exceeded the page length requirements set forth in Local Rule 7007-2, by approximately eleven (11) pages. Del. Bankr. L.R. 7007-2. 2. The Petitioning Creditors respectfully submit that authority to exceed the page

limitations prescribed by Local Rule 7007-2 in connection with the Objection and Cross Motion is reasonable and appropriate under the circumstances, in particular: The Petitioning Creditors' Objection and Cross Motion responds to three substantive motions filed by the Debtors with the same objection deadline; The Objection and Cross Motion relies on many common statements facts for each objection and cross motion, and addresses common points of law, such that dividing it into four separate filings would be unnecessarily duplicative and repetitive, and will limit the number and amount of filings reviewed by the Court; and Neither the Debtors, nor any other party in interest would be disadvantaged by the Petitioning Creditors being allowed to file the Objection and Cross Motion in excess of the page limit in Local Rule 7007-2 and in fact, would benefit from the succinct response in a single pleading.

3.

Given the circumstances, the Petitioning Creditors submit that there is more than

ample justification for the relief requested herein.

[Remainder of page intentionally blank.]

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CONCLUSION WHEREFORE, the Petitioning Creditors respectfully request that this Court enter an order, substantially in the form attached hereto as Exhibit A, (i) granting the Petitioning Creditors leave to file the Objection and Cross Motion in excess of the page limitations imposed by Local Rule 7007-2 and (ii) granting the Petitioning Creditors such other and further relief as this Court deems just and proper.

Dated: November 1, 2012 Wilmington, Delaware

.Mlam G. Landis (N0:3407) Kerri K. Mumford (No. 4186) 919 Market Street, Suite 1300 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 -andSCHULTE ROTH & ZABEL LLP Adam C. Harris Robert J. Ward 919 Third A venue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955

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{935.001-W0023371.}

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

)

In re: ALLIED SYSTEMS HOLDINGS, INC. et al., 1 Debtors.

)
)
)

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

Re: Docket No.

)
) )

_________________________________ )
ALLIED SYSTEMS HOLDINGS, INC. Plaintiff, )
)

Adversary Proceeding No.: 12-50947 (CSS)

Re: Docket No.

v.

)
)

AMERICAN MONEY MANAGEMENT CORP., et ) d )

)

_________________________________ )
ORDER GRANTING MOTION OF BDCM OPPORTUNITY FUND II, LP, BLACK DIAMOND CLO 2005-1 LTD, AND SPECTRUM INVESTMENT PARTNERS, L.P., TO EXCEED THE PAGE LIMITATION OF LOCAL RULE 7007-2

Defendants.

Upon consideration of the Petitioning Creditors' motion (the "Motion")2 for an order authorizing the Petitioning Creditors to file the Objection and Cross Motion excess of the page limit in Local Rule 7007-2,
IT IS HEREBY ORDERED THAT:

1.
1

The Motion is GRANTED in its entirety.

The Debtors in these cases, 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 (875688228); 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).
2

Capitalized terms not otherwise defmed herein have the meanings given to such terms in the Motion.

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2.

The Petitioning Creditors are authorized to file the Objection and Cross Motion in

excess of the page limitations prescribed by Local Rule 7007-2 and the General Chambers Procedures.

Dated: November __, 2012 Honorable Christopher S. Sontchi United States Bankruptcy Judge

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