In re:

IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

Chapter 11

ALLIED SYSTEMS HOLDINGS, INC., Case No. 12-11564 (CSS)

Alleged Debtor. Re: Docket No. 11

In re: Chapter 11

ALLIED SYSTEMS, LTD. (L.P.), Case No. 12-11565 (CSS)

Alleged Debtor. Re: Docket No. 11

ALLEGED DEBTORS' RESPONSE TO PETITIONING CREDITORS' MOTION PURSUANT TO DEL. BANKR. L.R. 9006-l(e) FOR AN ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER THE PETITIONING

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

COME NOW the Alleged Debtors and file this response to the 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 Petitioning Creditors' Motion to File Redacted Versions of Confidential

Pleadings and to File Certain Exhibits thereto under Seal [Docket No. 11 in both Case No. 12-

11564 (CSS) and Case No. 12-11565 (CSS)], filed May 17, 2012 (the "Motion to Shorten Time

for Redaction and Sealing Motion "). In making this response the Alleged Debtors do not waive

their request that venue of this case be transferred to the United States Bankruptcy Court for the

Northern District of Georgia, where their earlier Chapter 11 Cases are pending

RESPONSE

1. The Alleged Debtors have no objection to the Motion to Shorten Time for

Redaction and Sealing Motion to the extent that the relief sought therein is to shorten the time

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only to the extent, if any, that the hearing time is shortened for the Expedited Motion of

Petitioning Creditors for the Appointment of a Trustee Pursuant to 11 USC. §§ 105(a),

1104(a)(l) and 1104(a)(2), [Docket No. l3 in both Case No. 12-11564 (CSS) and Case No. 12-

11565 (CSS)] filed May 17,2012 (the "Trustee Motion"). 1

2. The redactions in the Trustee Motion and in the Affidavit of Richard Ehrlich in

Support of Motion for the Appointment of a Chapter 11 Trustee, [Docket No. 15 in both Case

No. 12-11564 (CSS) and Case No. 12-11565 (CSS)], filed May 17, 2012, relate to the Alleged

Debtors' financial information. Similarly, the Exhibits that the Petitioning Creditors proposed to

file under seal are documents created by Alleged Debtors or Yucaipa. As this court has noted,

"[ c ]onfidential information is information which would result in an 'unfair advantage to

competitors by providing them information as to the commercial operations of the debtor."' In re

A !terra Healthcare Corp., 353 B.R. 66 (Bankr. D. Del2006).

3. However, it should be clear that the Petitioning Creditors' Motion to File

Redacted Versions of Confidential Pleadings and to File Certain Exhibits Thereto under Seal

[Docket No. 10 in both Case No. 12-11564 (CSS) and Case No. 12-11565 (CSS)] (the

"Redaction and Sealing Motion"), should not be granted to the extent that it prevents the Alleged

Debtors or its major shareholders from making the redacted or sealed information available to

various parties in order to promote the Alleged Debtors' interests. This is because the

The Motion to Shorten Time seeks a shortening of time with respect to the Petitioning Creditors' Motion to File Redacted Versions of Confidential Pleadings and to File Certain Exhibits Thereto under Seal [Docket No. 10 in both Case No. 12-11564 (CSS) and Case No. 12-11565 (CSS)] (the "Redaction and Sealing Motion"). The Redaction and Sealing Motion addresses statements and exhibits relate to hearing which the Petitioning Creditors seek with respect to Expedited Motion of Petitioning Creditors for the Appointment of a Trustee Pursuant to II U.S. C. §§ I05(a), II04(a)(I) and Il04(a)(2), [Docket No. 13] filed May 17, 2012 (the "Trustee Motion"). With regard to the timing of the Trustee Motion, the Petitioning Creditors' have sought a shortening of the time by filing the Petitioning Creditors' Motion Pursuant to Del. Bankr. L. R. 9006-I(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), l/04{a)(I) and 1104(a)(2) [Docket No. 12 in both Case No. 12-11564 (CSS) and Case No. 12-11565 (CSS)], filed May 17, 2012. ("Motion to Shorten Time for Trustee Motion")

2 RLFI 6047142v. 1

confidential information proposed to be protected is the confidential information of the Alleged

Debtors and its major shareholders. It is not the confidential information of the Petitioning

Creditors except in the sense that they are bound not to disclose it. Accordingly, while the

information is properly filed under seal, the Alleged Debtors and/or Yucaipa, as the case may be,

should retain sole discretion regarding whether and when to disclose the information to the

public or confidentially to other parties-in-interest.

Dated: May 21, 2012 Wilmington, Delaware

RLFI 6047142v. I

Respectfully submitted, ....

Mark D. C lins (No. 2981) Christo er M. Samis (No. 4909) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 1980 1 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 Debtors

3

CERTIFICATE OF SERVICE

I, Christopher M. Samis, hereby certify that a true and correct copy of the foregoing

Alleged Debtors ' Response to Petitioning Creditors ' Motion Pursuant to Del. Bankr. L.R. 9006-

I (e) for an Order Shortening Time for Notice of the Hearing to Consider the Petitioning

Creditors ' Motion to File Redacted Versions of Confidential Pleadings and to File Certain

Exhibits Thereto Under Seal was served upon all parties in interest, by first class mail and/or

hand delivery on May 21 , 2012, at the following addresses:

BDCM Opportunity Fund II, LP One Sound Shore Drive Suite 200 Greenwich, CT 06830

Black Diamond CLO 2005-1 Adviser L.L.C. One Sound Shore Drive Suite 200 Greenwich, CT 06830

Spectrum Investment Partners LP 1250 Broadway 19th Floor New York, NY 10001

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United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE 19899-0035

Adam G. Landis, Esq. Kerri K. Mumford, Esq. Landis Rath & Cobb LLP 91 9 Market Street Suite 1800 Wilmington, DE 19801

Counsel to Petitioning Creditors