ALLIED SYSTEMS HOLDINGS, INC. Page 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 VERITEXT REPORTING COMPANY www.veritext.com May 22, 2012 4:13 P.M.

United States Bankruptcy Court 824 North Market Street Wilmington, Delaware Alleged Debtor. - - - - - - - - - - - - - - - - - - - - - - - - - - - - x ALLIED SYSTEMS LTD. (L.P.), Alleged Debtor. - - - - - - - - - - - - - - - - - - - - - - - - - - - - x In re: Chapter 11 Case No. 12-11565(CSS) ALLIED SYSTEMS HOLDINGS, INC., UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - x In re: Chapter 11 Case No. 12-11564(CSS)

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Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ECR OPERATOR: LESLIE MURIN B E F O R E : HON CHRISTOPHER S. SONTCHI U.S. BANKRUPTCY JUDGE

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Page 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Transcribed by: William J. Garling HEARING re 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 Expedited Motion of Petitioning Creditors for the Appointment of a Trustee Pursuant to 11 U.S.C. 105(a), 1104(a)(1) and 1104(a)(2)(Filed May 17, 2012, Docket No. 12) HEARING re Expedited Motion of Petitioning Creditors for the Appointment of a Trustee Pursuant to 11 U.S.C. 105(a), 1104(a)(1) and 1104(a)(1)(Filed May 17, 2012, Docket No. 13)

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ALLIED SYSTEMS HOLDINGS, INC. Page 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: DAVID L. BUCHBINDER, ESQ. (TELEPHONIC) OFFICE OF THE UNITED STATES TRUSTEE Attorney for the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 BY: CHRISTOPHER M. SAMIS, ESQ. (TELEPHONIC) RICHARDS, LAYTON & FINGER, P.A. Attorney for Allied Systems Holdings, Inc., Debtors One Rodney Square 920 North King Street Wilmington, DE 19081 BY: EZRA H. COHEN, ESQ. (TELEPHONIC) JEFFREY W. KELLEY, ESQ. (TELEPHONIC) MICHAEL JOHNSON, ESQ. (TELELPHONIC) A P P E A R A N C E S : TROUTMAN SANDERS, LLP Attorney for Allied Systems Holdings, Inc., Debtor 600 Peachtree Street, NE, Suite 5200 Atlanta, GA 30308

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ALLIED SYSTEMS HOLDINGS, INC. Page 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 VERITEXT REPORTING COMPANY www.veritext.com BY: ROBERT A. KLYMAN, ESQ. (TELEPHONIC) LATHAM & WATKINS, LLP Attorney for Yucaipa, Interested Party 355 South Grand Avenue Los Angeles, CA 90071 BY: MICHAEL R. NESTOR, ESQ. (TELEPHONIC) YOUNG CONAWAY STARGATT & TAYLOR, LLP Attorney for Yucaipa, Interested Party Rodney Square 1000 North King Street Wilmington, DE 19801 BY: ADAM C. HARRIS, ESQ. (TELEPHONIC) ROBERT J. WARD, ESQ. (TELEPHONIC) SCHULTE, ROTH & ZABEL, LLP Attorney for BDCM Opportunity Fund II, LP, Creditor 919 Third Avenue New York, NY 10022

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KASOWITZ, BENSON, TORRES & FRIEDMAN LLP Attorney for Yucaipa, Interested Party Two Midtown Plaza, Suite 1500 1349 West Peachtree Street, N.W. Atlanta, GA 30309

BY:

DAVID E. SPALTEN, ESQ. (TELEPHONIC)

KASOWITZ, BENSON, TORRES & FRIEDMAN LLP Attorney for Yucaipa, Interested Party 1633 Broadway New York, NY 10019

BY:

DAVID E. ROSS, ESQ. (TELEPHONIC)

APPEARED TELEPHONICALLY: ROBERT WARD, ESQ. MICHAEL JOHNSON, ESQ.

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Page 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Zabel. Your Honor, would you like to take appearances from everybody before we get started or -THE COURT: That would take -- that would take P R O C E E D I N G S THE CLERK: THE COURT: All rise. Please be seated.

Good afternoon, counsel, this is Judge Sontchi and we're here on a status conference in Allied System Holdings and Allied Systems Limited. There are quite a few people on the telephone and I would urge you to please -- to mute your phones if you're not actively speaking, to do your best not to talk over each other, and to remember to identify yourself prior to every time you speak. And I would like to start by hearing from the petitioning creditors. MR. HARRIS: Good afternoon, Your Honor.

Adam Harris and Robert Ward from Schulte, Roth &

longer than the hearing. MR. HARRIS: Thank you, Your Honor.

Your Honor, we filed the involuntary petitions last week as Your Honor knows, and the summons have been served upon the alleged debtors in the case -- in the cases, I should say.

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Page 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 In conjunction with the filing of the involuntaries we've also filed a motion for the appointment of a trustee, as well as a motion of entering an order shortening time -- to set a hearing with respect to that motion. Last night, Your Honor, I believe, received a response to the motion shortening time by the alleged debtors as well as a motion to transfer venue of the cases to the Northern District of Georgia. Your Honor, since the responses were filed last night, since the involuntaries were filed last week, we've had an opportunity to speak with counsel for the alleged debtors, Mr. Collins from Richards Layton, as well as Messrs. Kelley and Cohen from Troutman Sanders. Your Honor, the purpose of our suggestion of a status conference, which we brought up late last week or Monday, I can't remember which it was, was that we thought it would be helpful to Your Honor in making decisions about entering orders shortening time or otherwise setting calendars to hear from the various parties as to the issues that were likely to be brought before the Court and on which the Court would be asked to rule. Given certain of the statements that were made in the alleged debtor's filings last night in some instances in the redacted portion -- so I'm not going to talk about them

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Page 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 specifically -- I think that the -- many of the issues related to whether orders could be -- relief could be entered based upon the involuntary petitions and the issues under 303 have in some sense been muted by intentions of the company as expressed in their filings. And, obviously, I

would like to let Mr. Collins or his co-counsel from Troutman Sanders address those issues. To the extent those intentions are carried out in the manner that they were described in both the filings and as we discussed them with the alleged debtor's counsel today, we think that the cases can move forward on -hopefully on a more cooperative and consensual track. that there might not need to be any particular order or scheduling order entered by Your Honor relative to our trustee motion at this time. I would like Your Honor to hear from Mr. Collins or his co-counsel from Troutman Sanders on those issues and would then like to have an opportunity to speak thereafter based upon what they say. THE COURT: purported debtor. MR. SAMIS: Good afternoon, Your Honor. All right. Let me hear from the And

This is Chris Samis from Richards, Layton & Finger on behalf of the alleged debtors. Your Honor, with me on the phone are my co-counsel

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Page 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 in this matter, Jeffrey Kelley, Ezra Cohen, and Michael Johnson, all with the Troutman Sanders firm. Your Honor, pro hac vice motions are in process for these gentlemen and we expect to submit them shortly. In advance of these motions being reviewed by the Court and pro hac orders being entered, for the limited purpose of today's status conference, I would request that the Court permit them to speak. THE COURT: I'd be happy to do so, and I'd like to

express my personal thanks to you, Mr. Samis, for your yeoman's work in getting the Court the documents I needed to be prepared for today, but I'll hear from them. MR. SAMIS: Your Honor, no problem. I was happy

to do so, and I also -- wanted to thank Your Honor for accommodating us this afternoon in reviewing a pretty voluminous docket on very short notice for this status conference. Your Honor, just very briefly, with respect to why we're here today, the alleged debtors believe it's appropriate to use this status conference to address not only the motion to shorten on the trustee motion, but more importantly in our view, the scheduling of our own venue transfer motion, which we think deals with a real gating issue in these cases. So, Your Honor, with that as background, I turn

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Page 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atlanta. the balance of our presentation over to Mr. Kelley. THE COURT: Thank you. MR. KELLEY: Good afternoon, Your Honor. Very good.

This is Jeff Kelley with Troutman Sanders in Ezra Cohen is also, I think, on the line with us

now, but I'll do all the speaking, I believe. By way of background, both Ezra and I were counsel to Allied in the first Chapter 11 case of Allied in front of Judge Mullins, here in Atlanta. Your Honor, the filing of these petitions has caused what Allied believes to be, as we set forth in our papers, some unnecessary disruptions and potentially significant damage to Allied's business and its value. Our perspective on how this possibly could have happened and the motives may be driving the petitioning creditors is set forth in particular in the redacted portions of our response to the motion to shorten time for the hearing on the appointment of a trustee where we, among other things, argue that we don't think that any emergency has been shown and that the issues raised have been the subject of the State Court litigations among the various of the parties going back several years. However, Your Honor, due to the filing that's taken place, their -- the actions in this involuntary

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Page 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Atlanta. petition -- involuntary petitions being filed, it does appear very likely the subject to bankruptcy -- subject the board approval, I should say, Allied's board approval, that Allied will likely, in the future, convert these cases to voluntary Chapter 11 cases, but the timing is not ripe today for that. Allied needs a little time to make sure it has

adequate financing and cash collateral before it files its other subsidiaries, its many other subsidiaries, along with these two. response. But, Your Honor, Allied's preferred forum is That's where, as I mentioned, Allied's first case That case is still open. The Those subsidiaries are identified in our

was administered by Judge Mullins.

Although it's ready to be closed, it is still open.

reasons that we think a transfer is appropriate are set forth in the venue motion. I'm not going to argue that at

this point, but it's primarily the convenience of Allied's very, very stretched-thin executive team, which is located in Atlanta, not to mention Judge Mullins' familiarity with most of the players in this case. The first case was a very large case by Atlanta standards, very intense, a lot of activity in that case, and Judge Mullins had ample opportunity to learn a lot about Allied, and for that matter, Yucaipa. So, Your Honor, we ask that you rule on the venue

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Page 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 is it not? MR. KELLEY: Would that be -- are you referring, transfer motion as a gating matter before anything else gets ruled on in this case, because we take the position and believe and submit, that everything else that happens in this case, including the trustee motion, should heard by the Court that ultimately has the case, whether is that Your Honor or a bankruptcy judge in Atlanta, probably Judge Mullins. Your Honor, due to the petitioning creditors' actions we need to get these cases moving along in the right direction, so we respectfully ask that the Court give Allied's transfer motion consideration as soon as the Court's schedule permits, and that's our position as to the status of matters and proposed scheduling. THE COURT: Well, the decision is Judge Mullins';

Your Honor -- this is Jeff Kelley, again -- to Bankruptcy Rule 10014 (sic)? THE COURT: MR. KELLEY: (Indiscernible - 4:22:23). Yes, we did raise that, Your Honor,

in our papers, and technically that is correct because the first case is still pending. THE COURT: Anyone else? MR. HARRIS: Adam Harris -- sorry to interrupt. Okay.

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Page 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I guess that would depend on whether the company that was the subject of the case there is, in fact, the same legal entity, which is the subject to the involuntary. My understanding is that Allied Systems Holdings, Inc. is a successor by merger to what was the reorganized debtor, I guess, but it is not the same legal entity that was the debtor in the case down there. Now, that all being said, Your Honor, we've had a conversation with Mr. Kelley and Mr. Cohen and Mr. Samis earlier today where we told them that we would be happy to sit with them and try to better understand their views on Atlanta as an appropriate venue versus -- versus Delaware and take into account and discussing with them the interests of all of the parties involved here, only one of which really is located in Atlanta, the rest of whom are located mostly in the Northeast corridor, but also in California and Detroit and elsewhere. And to the extent the Court is inclined to set a hearing in connection with the venue transfer request, we would only ask that we be given an opportunity to get with the purported debtors and others to discuss this, and that if a hearing need be held, that it would be held sometime late next week rather than between now and the Memorial Day weekend. I don't think that would prejudice the debtors at

all given the timetable they seem to be operating on

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Page 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 relative to their thoughts on when they would ultimately, potentially convert these cases to voluntary Chapter 11s. THE COURT: MR. HARRIS: THE COURT: Do I take it -I -I'm sorry.

Do I take it that you would -- were that to be the case, you would hold your trustee motion in abeyance pending the decision on the venue motion? MR. HARRIS: THE COURT: MR. NESTOR: We would, Your Honor. Okay. Yes, Your Honor. Michael Nestor ,

Young Conaway on behalf of Yucaipa, and I'm on with Robert Klyman from Latham & Watkins. May we be heard briefly? THE COURT: Mr. Nestor. MR. NESTOR: THE COURT: It's Yucaipa. Oh, very good. I'm sorry. I missed your client,

Yes, Mr. Klyman. MR. KLYMAN: Thank you, Your Honor.

For the record, Robert Klyman of Latham & Watkins, LLP, on behalf of Yucaipa. Your Honor, by way of background, Yucaipa is the largest lender and shareholder and member of the board of the alleged debtors and we have a direct economic material

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Page 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -- economic interest in the outcome. We would echo what Mr. Kelley said, that it's, from our vantage point, very important to have the venue determined first and foremost. If Your Honor determines

that it's appropriate for Judge Mullins to make the initial decision we would be happy to go down there and get that teed up on an expedited basis. I believe that the debtor chose to file the motion to transfer venue before your Court only because what's left to be resolved in Atlanta is a motion to close the case, but under the plain reading of the statute that may be the more appropriate place for determination as to venue. We

just thought that since there was a trustee motion on an expedited basis filed this was the natural venue to first raise the issue. But as I said, at least from Yucaipa's

perspective, having the issue determined by Judge Mullins would be a perfectly fine result on an expedited basis. I would just add two other points. The first is

while my colleague, Mr. Harris, says that he needs more time to sit down with the debtors, and maybe Yucaipa to understand all there is about the venue in Atlanta, the fact of the matter is that they did have sufficient time to do that before they filed an involuntary. The filing of the

involuntary was their timing, not the debtor's, and the reasons why venue's appropriate in Atlanta, I believe, are

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Page 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 spelled out in great detail in the motion to transfer venue. So, although on behalf of Yucaipa, and I believe Mr. Kelley would echo the sentiment, we are always happy to sit down with Black Diamond and Mr. Harris. We do not

believe that that is a reason to delay a resolution of the venue motion. The alleged debtors are suffering, you know, potential business issues while they are in limbo. They

want to tee up a process for obtaining financing and getting on with the case in a manner that preserves value, both for the enterprise as a whole and the secured lenders, including Black Diamond in particular. We would also ask Your Honor that while the venue issue is being decided that Black Diamond actually withdraw the trustee motion without prejudice with the ability to refile it on an expedited basis if they'd like, with all parties reserving their rights with respect to whether or not the request for expedited hearing is appropriate before whatever judge ultimately hears the case. The -- it's, you know, tough enough for the business and management to be dealing with an involuntary and scrambling to catch up to make sure that the business doesn't suffer the unnecessary stigma of a trustee motion, which is not going to be heard for some period of time, is something that, at least on Yucaipa's behalf, we would like

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Page 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 comments? MR. BUCHBINDER: Your Honor, this is Dave to avoid hanging over when we meet with customers and vendors and the like, recognizing that this would not prejudice Black Diamond's ability to refile at any time in the future. THE COURT: Well, I think that from what I had

read in the papers Black Diamond might take issue with your comment that you're willing to sit down and talk to them, but that wasn't my impression from what I read. All right. Does anyone else care to make

Buchbinder from the U.S. Trustee's Office. We are concerned about Rule 1014(b) and how it applies here. If we do have the same debtor the rule would

seem to imply that anything pending here is stayed until the Court in Atlanta rules otherwise or orders otherwise. To the extent that an issue has been raised as to whether or not this is the same debtor, Rule 1014(b), Subdivision 4, says that if petitions commencing cases are filed in different districts by regarding or against and Sub 4 is a debtor and an affiliate, if the new debtor is a successor they may or may not be an affiliate. And so what I'm getting at is I agree with the parties that the threshold matter here is a ruling on either Rule 1014(b)'s applicability or a ruling on the venue

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Page 19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 position. I think it's less than clear whether this Court has, without authority, to enter any order pending that decision as opposed to simply making a decision on venue, but I certainly appreciate your (Indiscernible - 4:30:31) I think that's the most sophisticated response to some of the complications that the Court is looking at in this case. Anyone else? MR. KELLEY: the alleged debtors. I -- I would will also like to reiterate and state for the alleged debtors that we're certainly willing -- I don't know about -- you know, we are not Yucaipa, and whatever was alleged and whether it's true or not about Yucaipa's willingness to cooperate -- of course the alleged debtors are willing to sit down and cooperate and talk with their lenders at any time. We don't have to be subject to Yeah, this is Jeff Kelley, again, for motion, and it may be that the venue motion, if it were to proceed here, requires the consent of the judge in Atlanta because that's the case first filed, and the last thing I think any of the parties on line would want would be a ruling from this Court and then someone going back to Atlanta saying the ruling here was void because of Rule 1014(b). THE COURT: Thank you. I understand your

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Page 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 permits. THE COURT: MR. KELLEY: THE COURT: Okay. Can I -an involuntary bankruptcy petition to do that; we're always willing to do that, and we need -- and we know we need to cooperate. So, I just wanted to address the cooperation issue, and to reiterate that however we do it, we would like to try to get a decision as soon as the Court's calendar permits on the venue transfer motion. If I needed to go file something in front of Judge Mullins I would. doing that. I don't want to unduly complicate this by

We did think that under the circumstances of

this case, this was the appropriate place to bring up the venue transfer motion. THE COURT: All right. What's the debtor's

position -- presuming I will schedule the venue transfer motion to be heard expeditiously -- what's the debtor's position on when that should occur? MR. KELLEY: As soon as Your Honor's calendar

(Indiscernible - 4:32:09.) -- can I transfer the case before

entry of an order for relief? MR. KELLEY: We believe you can, Your Honor. This

is a -- under the strict ruling reading of 303(b) a case was commenced --

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Page 21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: MR. KELLEY: Uh-huh. -- when the petitions were filed, and

we are seeking -- we filed a motion seeking the transfer of a case. THE COURT: MR. HARRIS: Mr. Harris, anything? Your Honor, I mean I understand the

strict reading -- the way they're looking at it; on the other hand, what would be the purpose of transferring venue if the only thing the Court who is receiving it would do would be then to be ruling on whether or orders for relief should be entered or not unless there's going to be a ruling that Your Honor can make if there's going to be a contested involuntary. If there's not going to be a contested

involuntary and the debtors were to affirm that, then, you know, there wouldn't be any issue with dealing with the venue transfer in my mind. But there seems to be a timing issue in some respects as to the desire to go to a forum and then deal with the involuntary and conversion at a later date, and not even, frankly, confirmed, but they said subject to board approval -- and I think the word used was "likely" convert, where that would basically put us in a position of litigating the involuntaries in a jurisdiction in which we didn't file them. THE COURT: All right. So, what I'm -- I'm going

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Page 22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 view. to see if I can make sure I understand what I'm hearing. And what I'm hearing from Mr. Harris is, at least for the immediate future, he's not pressing the trustee motion, and again, would like to open and we'll continue in a dialogue concerning how this case will go forward, whether it go forward here in Delaware or whether it get filed or transferred to some other jurisdiction. What I'm hearing from the debtor is that -- and its supporters -- that the only thing they want me to decide what venue the case should (indiscernible - 4:34:18) once that decision has been made they'll be in a position, perhaps, to make a decision on whether agree to agree to an entry of order for relief or not. Is that right -- I want to make sure -- is that a gating issue or do you (indiscernible - 4:34:39)? MR. KELLEY: This is Jeff Kelley.

It's my opinion that the two are unrelated in my Allied Systems needs to make a decision, and the

(indiscernible - 4:34:50), Your Honor, is I just don't have the board sitting here with me, that -- which because of the filing of the involuntary petitions we will be consenting, we just do not wish to have a crash landing into a voluntary Chapter 11. We want to make sure that our financing is all

lined up and we want to do it as neatly as possible with the right message to all of our constituencies, many of whom are

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Page 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 on the phone. So, I don't think the two are related, Your Honor. The fiduciary decision of deciding to go ahead and enter into a voluntary 11 is independent of the venue motion. THE COURT: MR. KELLEY: Right. We just -- we wanted to make -- to

bring the venue motion before your Court in a very early time to let you know that it was an issue. We were faced We

with an emergency filing for appointment of a trustee.

didn't think that if Your Honor was not going to keep the case, not presupposing at all what Your Honor's decision will be, that Your Honor would want to be the one deciding whether to appoint a trustee -THE COURT: MR. KELLEY: attention promptly. THE COURT: Very good. And I understand you would Okay. -- so we brought this motion to your

like Mr. Nestor to withdraw, but, of course, I can't make him withdraw it. I will offer a comment. I think as presented in

its -- or in the papers that the trustee motion is not particularly persuasive, of course, all those motions require a development of facts and it's somewhat difficult to figure it out from the actual papers. What I'd like to do in this case and what I will

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Page 24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 do is let's have a hearing on the venue transfer motion on Thursday, May 31st. (Indiscernible - 4:36:44 reschedule

that, I'm available throughout the day with -- I do have to take a break in the late morning, so I won't be available until say 10:30, if we started in the morning, or I'm available 12:30 going forward whether we take a break or we start in the afternoon. I know there are a lot of people who are going to be interested and when the timing on that is going to be, so if people want me to simply state a time I will and we'll basically try to figure it out. But, I think regardless of whether this is going to be withdrawn or filed an 11 or what have you, I have a responsibility to decide very quickly where -- what the venue should be. And it very well may be at the end of that

Mullin hearing my answer is going to be, I can't make that decision because Judge Mullins is going to make that decision. But if it is appropriate for this Court to have a hearing on transfer venue, then one of the possibilities may be that this Court doesn't have the power, or the possibility is this Court decides it has that power and makes a decision. Either way, I need to hear from the

parties and the facts and law to make that call. Is there any comment on that?

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Page 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. HARRIS: Your Honor, it's Adam Harris.

That's all fine with us, just two questions/comments. One is, can we set a time for filing responses of maybe a day before the hearing? And that ties into my

suggestion that we hold the hearing, if Your Honor's available, at 2 o'clock in the afternoon. That way parties

can get in and out the same day, including potentially flying up from Atlanta to the extent they need to do that, rather than doing something early in the morning where people may feel compelled to come in the night before -just the cost issue. I think if we do the 2 o'clock, then If

we can try to get the responses by noon the day before.

that's too tight, we can probably do it a little sooner than that. THE COURT: MR. KELLEY: THE COURT: MR. KELLEY: All right. Your Honor -Go ahead. Sorry, go ahead.

-- this is Jeff Kelley.

The date of the hearing is fine, and we would ask that, if possible, the response date be set a little sooner than that to give us a little bit more time to read it, and we appreciate and agree with Mr. Harris' suggestion that the hearing start at 2 o'clock. THE COURT: All right.

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Page 26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. HARRIS: Your Honor, we can do the response

5:00 p.m., Tuesday, the 29th, I guess that would be. THE COURT: All right. Well, that's what I was about to say. We'll have a hearing May 31st at

2:00 p.m. on the venue motion. Responses are due to -- by no later than 5:00 p.m. on the 29th, which is Tuesday. (Indiscernible - 4:39:46)

transfer motion and no other motions. Anything else? And -- I'm sorry, in the pending, at least the (indiscernible - 4:40:00) I'm going to hold the trustee motion in abeyance. MR. HARRIS: Thank you. THE COURT: MR. SAMIS: Okay. Your Honor, this is Chris Samis. That's fine, Your Honor.

For the record, just to be absolutely clear, we do actually have a pending motion to seal in connection with our venue motion, so I would ask that that be heard at the hearing, as well. THE COURT: Well, I was about to say that. (Indiscernible - 4:40:19)

UNIDENTIFIED SPEAKER:

Your Honor, with respect to certain matters that were contained in our statement in support of trustee motion. MR. HARRIS: Your Honor, I don't think there's any

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Page 27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 opposition from either side to those -- Chris, unless you guys have some issues with ours -- so we might be able to submit orders and not -- and avoid a hearing on those. THE COURT: go with that. All right. Well, here's where we'll

I was about to say this actually, but I

appreciate being reminded. To the extent there are (indiscernible 4:40:46) confidentiality or seal of motions, obviously, we'll hear those motions in relation to the venue motions, and if there aren't any objections and you want to send out a stipulated order, that's fine with the Court; however you want to play it. But let's limit it to the venue motion and the related file under seal motions, et cetera. MR. SAMIS: Thank you, Your Honor.

I'll -- we'll discuss that with Mr. Harris and we'll get it worked out. MR. HARRIS: THE COURT: All right. Very good. Great. Thank you.

Anything else? MR. BUCHBINDER: Buchbinder, again. It might be -- I'm sort of concerned about 1014(b) here, as I know everyone else is, and I wouldn't want everyone to end up in another forum and fighting about what Your Honor, this is Dave

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Page 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 applied here or didn't apply here. It seems to me that that threshold issue in the venue motion is whether or not Rule 1014(b) applies based upon the comment that we maybe are not dealing with the same debtor. If the Court were to find that we weren't, then we we'd be looking at what I'll call a traditional change of venue motion, the motion that was filed. But if the Court

were to find that one of the four types of entities described in Rule 1014(b) is the -- and type of entity we're dealing with, I think the rule doesn't give the Court any discretion except to move the case back to Atlanta. So we might want to deal with 1014(b) first, and as further backup, the parties might all want to agree, and at least for purposes of the venue motion, they're not going to invoke this rule or the Court may want to independently consult with Judge Mullins, who may want to issue an order allowing this Court to rule on the venue motion so that the record is clear and that a lot of unnecessary time is perhaps not wasted downstream litigating these matters. It's just a suggestion. THE COURT: Well, I'm not at all sure that I agree

that if there's a pre-existing case there is no choice but to transfer venue. I'm not sure I agree with your

interpretation of the statute.

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Page 29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 same day. THE COURT: Oh, okay. I -day, okay? MR. BUCHBINDER: Buchbinder. I wasn't suggesting to not have the hearing the Well, I wasn't -- this is Dave And the point I was trying to make in connection with the hearing is that I intend to consider the 1014 issues in connection with the venue transfer motion, but I think I have to do so based on the facts, and it sounds to me like there may be a factual issue at play here about 1014. If I find that I have a situation where there's a pre-existing case and that Judge Mullins, or whoever has that case has the decision, I mean, I think it would be nonetheless helpful to combine the motions, because if I decide no then I can decide it on the merits; if I decide yes I can kick it to Judge Mullins, but I can also make, perhaps, observations that he would find helpful. So I'm going to have the whole hearing the same

Thank you, I'm sorry. MR. BUCHBINDER:

I was just simply suggesting that

in terms of order, the 1014(b) issue might be first. THE COURT: Well, that's something for the parties

to work out in how they're going to run their hearing, but I

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ALLIED SYSTEMS HOLDINGS, INC. Page 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 VERITEXT REPORTING COMPANY www.veritext.com Tuesday. All right. All right. MR. HARRIS: creditors, Your Honor. Thank you. THE COURT: Thank you. MR. KELLEY: The debtors thank you, Your Honor. On behalf of the U.S. Trustee, Okay. We're adjourned then. Anything else? We're adjourned. That's it from the petitioning 2:00 p.m. Responses due by 5:00 on the 29th, which is certainly would hope that the parties -- and I know they will, because I know you all -- will figure out a professional and logical way to do it. Okay. So the hearing will be May 31st at

MR. BUCHBINDER: thank you, Your Honor.

(Whereupon these proceedings were concluded at 4:44 P.M.)

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Page 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Date: 5/24/2012 Veritext 200 Old Country Road Suite 580 Mineola, NY 11501 I, William J. Garling, certify that the foregoing transcript is a true and accurate record of the proceedings. C E R T I F I C A T I O N

William J. Garling

Digitally signed by William J. Garling DN: cn=William J. Garling, o=Veritext, ou, email=digital@veritext.com, c=US Date: 2012.05.25 15:15:20 -04'00'

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UNITED STATES BANKRUPTCY COURT District of Delaware

In Re: Allied Systems Holdings, Inc. 2711 Centerville Road Suite 400 Wilmington, DE 19808 EIN: 580360550

Chapter: 11

Case No.: 1211564CSS

NOTICE OF FILING OF TRANSCRIPT AND OF DEADLINES RELATED TO RESTRICTION AND REDACTION A transcript of the proceeding held on 5/22/2012 was filed on 5/25/2012 . The following deadlines apply: The parties have 7 days to file with the court a Notice of Intent to Request Redaction of this transcript. The deadline for filing a request for redaction is 6/15/2012 . If a request for redaction is filed, the redacted transcript is due 6/25/2012 . If no such notice is filed, the transcript may be made available for remote electronic access upon expiration of the restriction period, which is 8/23/2012 unless extended by court order. To review the transcript for redaction purposes, you may purchase a copy from the transcriber (see docket for Transcriber's information) or you may view the document at the clerk's office public terminal.

Clerk of Court Date: 5/25/12

(ntc)

Notice Recipients
District/Off: 03111 Case: 1211564CSS User: Brandon Form ID: ntcBK Date Created: 5/25/2012 Total: 7

Recipients of Notice of Electronic Filing: ust United States Trustee USTPREGION03.WL.ECF@USDOJ.GOV aty Christopher M. Samis samis@rlf.com aty Christopher M. Samis samis@rlf.com aty Mark D. Collins collins@rlf.com TOTAL: 4 Recipients submitted to the BNC (Bankruptcy Noticing Center): adb Allied Systems Holdings, Inc. 2711 Centerville Road Suite 400 Wilmington, DE 19808 aty Ezra H. Cohen Troutman Sanders LLP Bank of America Plaza 600 Peachtree Street Suite 5200 Atlanta, GA 303082216 aty Jeffrey W. Kelley Troutman Sanders LLP 600 Peachtree St. NE, Suite 5200 Atlanta, GA 30308 TOTAL: 3