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  1. 1. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11ALLIED SYSTEMS HOLDINGS, INC., Case No. 12-11564 (CSS) Alleged Debtor. Re: Docket No. 29In re: Chapter 11ALLIED SYSTEMS, LTD. (L.P.), Case No. 12-11565 (CSS) Alleged Debtor. 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: RLF1 6046753v.1
  2. 2. 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 theAlleged Debtors. The circumstances and the Petitioning Creditors motives leading to the filingof these petitions are set forth in detail in the Motion to Transfer Venue and are fullyincorporated 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 anorder authorizing and directing that an unredacted version of the Motion to Transfer Venue befiled under seal and not made available to any party other than the Office of the United StatesTrustee for the District of Delaware and the Petitioning Creditors (collectively, the “ReceivingParties”) on a confidential basis.2 Basis for Relief 3. Section 107(b) of the Bankruptcy Code provides, in relevant part, asfollows: 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 . . . . 4. Bankruptcy Rule 9018 defines the procedures by which a party may movefor relief under section 107(b), providing that “[o]n motion or on its own initiative, with or1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion to Transfer Venue.2 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).RLF1 6046753v.1 2
  3. 3. without notice, the court may make any order which justice requires (1) to protect the estate orany entity in respect of a trade secret or other confidential research, development, or commercialinformation [or] (2) to protect any entity against scandalous or defamatory matter contained inany paper filed in a case under the Code . . . .” Fed. R. Bankr. P. 9018. Confidential informationneed not rise to the level of a trade secret to merit protection under section 107(b). See VideoSoftware Dealers Assoc. v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24, 27 (2dCir. 1994) (commercial information defined as “information which would cause an unfairadvantage to competitors by providing them information as to the commercial operations of thedebtor”). 5. Once a court determines that the information in question falls within oneof the categories enumerated in section 107(b) of the Bankruptcy Code, “the court is required toprotect a requesting interested party and has no discretion to deny the application.” Id. TheCourt has broad authority to issue such an order under Bankruptcy Rule 9018. See In re GlobalCrossing Ltd., 295 B.R. 720, 724 (Bankr. S.D.N.Y. 2003) (“When the requirements of Rule 9018are satisfied, the authority to issue the resulting order is broad – ‘any order which justicerequires.’ The Court notes that the authority goes not just to the protection of confidentialdocuments, 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 theprovisions” of the Bankruptcy Code. 7. The Alleged Debtors submit that the unredacted version of the Motion toTransfer Venue contains sensitive information of a commercial nature and should not be subjectto disclosure to the general public. Specifically, the unredacted version of the Motion toRLF1 6046753v.1 3
  4. 4. Transfer Venue contains confidential information regarding the Alleged Debtors’ financialcondition and their pursuit of certain restructuring options that, if disclosed, could threaten on-going negotiations and harm the Alleged Debtors’ business operations. Thus, the AllegedDebtors believe that the unredacted version of the Motion to Transfer Venue should be filedunder seal, not be made public, and be available only to Receiving Parties and the Court on aconfidential basis. 8. Further, as stated above, the Alleged Debtors have publically filed aredacted 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 containssufficient information -- even without the specific information contained in the unredactedversion of the Motion to Transfer Venue -- to permit other interested parties, if any, a full andfair opportunity to consider the merits of the Motion to Transfer Venue and to formulate and fileobjections thereto. 9. Accordingly, the Alleged Debtors respectfully submit that the filing of theunredacted version of the Motion to Transfer Venue under seal is necessary and appropriate inthese circumstances. Notice 10. Notice of this Motion to Seal shall be provided to: (i) the Office of theUnited States Trustee for the District of Delaware; and (ii) the Petitioning Creditors. TheAlleged Debtors respectfully submit that no further notice of this Motion is required.RLF1 6046753v.1 4
  5. 5. WHEREFORE, the Alleged Debtors respectfully request that, pursuant to 11U.S.C. § 107(b)(1), Fed. R. Bankr. P. 9018 and Del. Bankr. L.R. 9018-1(b), the Court enter anorder, substantially in the form attached hereto as Exhibit A, (i) authorizing the Alleged Debtorsto file an unredacted version of the Motion to Transfer Venue under seal; (ii) directing theReceiving Parties to maintain the strict confidentiality of the unredacted version of the Motion toTransfer Venue; and (iii) granting the Alleged Debtors such other and further relief as is just andproper.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 -and- Jeffrey 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 DebtorsRLF1 6046753v. 1 5
  6. 6. Exhibit ARLF1 6046753v.1
  7. 7. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11ALLIED SYSTEMS HOLDINGS, INC., Case No. 12-11564 (CSS) Alleged Debtor. Re: Docket Nos. ___ and ___In re: Chapter 11ALLIED SYSTEMS, LTD. (L.P.), Case No. 12-11565 (CSS) Alleged Debtor. 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; 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion to Seal. RLF1 6046753v.1
  8. 8. IT IS HEREBY ORDERED THAT: 1. The Motion to Seal is granted. 2. The Alleged Debtors may file the undredacted version of the Motion toTransfer Venue under seal. 3. The Clerk of the Court shall segregate and maintain the unredactedversion of the Motion to Transfer Venue under seal pursuant to the procedures set forth in LocalRule 9018-1(b) until further order of this Court. 4. The foregoing notwithstanding, access to the unredacted version of theMotion to Transfer Venue shall be provided only to the Receiving Parties, each of which shallmaintain the confidentiality of the undredacted version of the Motion to Transfer Venue and itscontents. 5. The Alleged Debtors are authorized to take all actions necessary toeffectuate the relief granted pursuant to this Order in accordance with the Motion to Seal,including, without limitation, requiring any party requesting additional information about theunredacted version of the Motion to Transfer Venue to submit to confidentiality agreements withthe Alleged Debtors, who, in their sole discretion, shall determine whether to provide suchadditional 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 JUDGERLF1 6046753v.1 2

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