10000000008

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

·------------------------------------------------------------------------------------------X

In re: Chapter 11

ALLIED SYSTEMS HOLDINGS, INC.,

Alleged Debtor. Case No. 11-._[ _ _,] ([_])

. ---------------.. ----------------· -------------------------------------------------------·X

In re: Chapter 11

ALLIED SYSTEMS, LTD. (L.P.), Case No. 11-.._[ _ ____.] ([_j)

Alleged Debtor.

·-----------------------------------------------------------------------------------------·X

AFFIDAVIT OF JEFFREY A. SCHAFFER PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 1003

STATE OF NEW YORK ) ) ss:

COUNTY OF NEW YORK )

Jeffrey A. Schaffer being duly sworn, deposes and states:

1. I make this affidavit on behalf of Spectrum Investment Partners LP ("Spectrum"),

a petitioning creditor in the above-captioned involuntary chapter 11 cases (the "Bankruptcy

Cases") filed by Spectrum and other petitioning creditors against (i) Allied Systems Holdings,

Inc. , and (ii) Allied Systems, Ltd. (L.P.) (together, the "Debtors"). I am fully familiar with the

facts set forth herein either through my own personal knowledge or through a review of

documents related to Spectrum's claims against the Debtors. If called to testify in connection

with the Bankruptcy Cases, the following would constitute my testimony.

2. I am the Managing Member of Spectrum Group Management LLC, which is the

investment manager of Spectrum, and am authorized to make this affidavit and to execute a

petition commencing the Bankruptcy Cases on its behalf. Spectrum has its principal place of

business at 1250 Broadway, 19th Floor, New York, New York 10001. Spectrum is a creditor of

the Debtors based upon its status as a lender under that certain Amended and Restated First Lien

Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as

of March 30, 2007 by and among Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.), as

borrowers, certain subsidiaries of borrowers, as subsidiary guarantors, various lenders, Goldman

Sachs Credit Partners L.P ., as lead arranger and syndication agent, and The CIT Group/Business

Credit, Inc., as administrative and collateral agent (as amended, restated, modified, or

supplemented from time to time, the "First Lien Credit Agreement").

The First Lien Credit Agreement

3. Pursuant to the First Lien Credit Agreement, various lenders committed to extend

term loans, revolving loans, and synthetic letters of credit to the Debtors in the amount of

$265 million. Due to the accrual of interest and fees, the current outstanding aggregate amount

of the Obligations (as defined in the First Lien Credit Agreement) is approximately $296.4

million. A copy of the First Lien Credit Agreement will be annexed to a declaration in support

of a statement contemporaneously filed by the petitioning creditors.

4. Pursuant to the First Lien Credit Agreement, the lenders' commitments under

term loans, revolving loans, and synthetic letters of credit were evidenced by promissory notes.

The claims of Spectrum and other petitioning creditors derive from these notes.

5. The Obligations are secured by first priority liens in substantially all of the

Debtors' assets, including, but not limited to accounts, chattel paper, general intangibles, goods,

instruments, insurance, intellectual property, investment related property, letter of credit rights,

money, receivables, and commercial tort claims. The Obligations are guaranteed by affiliates of

the Debtors.

The Assignments

6. By virtue of the execution of several assignment and assumption agreements,

Spectrum received an unconditional transfer and assignment of certain amounts ofloans owed by

the Debtors under the First Lien Credit Agreement (the "Assigned Claims") (the "Assigned

Claims"). Redacted copies of the assignment documentation are attached as Exhibit A.

7. The Assigned Claims were not assigned to Spectrum for the purposes of

commencing the Bankruptcy Cases.

8. As of the date hereof, the Debtors are indebted to Spectrum in the amount of at

least $21.5 million, together with all accrued and unpaid interest (including default interest), fees

and expenses calculated in accordance with the Credit Agreement.

Dated: May__, 2012 New York, New York

Sworn to and subscribed before me This _ day of May, 2012

thU.~ Notary Public &

~ER

EXHIBIT A

LSTA TRADE CONFIRMATION

To:

From:

Date:

~ed to contlrm the following transaction. subject to the Standard Terms and Conditions for .._..rade Contirmations (the "Standard Terms and Conditions") published by The Loan Syndications and Trading Association, lncA9 (the .. LSTA") as of December I. 2006. which Standard ferms and Conditions are incorporated herein by reference without any moditlcation whatsoever except as otherwise agreed herein by the parties and specitlcally set torth in the '·Trade Specilic Other Terms of Trade" section below. The parties hereto agree to submit any dispute as to the reasonableness of a buy-in or sell-out price to binding arbitration in accordance with the LSTA .. Rules Governing Arbitration Between loan Traders With Regard to Failed Trades" in existence on the Trade Date, and to comply with any award or decision issued in connection with such an arbitration proceeding. Capitalized terms used and not defined in this Continnation have the respective meanings ascribed thereto in the Standard Tenns and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Form of Purchase:

- 0 Principal 0 Agent

Spectrum Investment Partners, l.P. 0 Principal 0 Agent

AMENDED AND RESTATED FIRST liEN SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT. dated as of March 30, 2007, as amended and restated as of \t1ay 15, :2007 among ALLIED HOLDINGS. INC.. AlLIED SYSTEMS. LTD. (L.P.), the Lenders party thereto from time to time, and THE CIT GROUP;BUSINESS CREDIT. INC .. as Administrative Agent

Allied Holdings, Inc., Allied Systems. LTD (L.P.)

Assignment

i.STA EFFECTIVE DECEMBER :006 Copwd11 0 LST-\ "J06 .. \11 ngh<s ,mncd.

l'urchase Amount/

Type of Debt:

Purchase Rate:

l'urchase

~

Tvpe of

Debt

Re\olver

Term

--ll p Front l'ees: (if any):

Synthetic LC Commitment None

Credit Documentation to be provided:

Trade Specific Other Terms of Trade:

ferm Loan None

No

Recordation Fee is waived.

Facilitv

Synthetic LC Commitment

Term Loan


fcrm Loan

CTSIP

\umber

Please provide the signature of a duly authorized officer or other signatory where indicated below and return this letter to the attention of Aarti Patel at ClearPar at the following fax number (646)453-2870 or .:mail address: [email protected]

If you have any questions. please contact Aarti Patel at (845)639-4816.

. .

\lame:

Title:-

. ~ -- ' ......

Spectrum Investment Partners, L.P.

By: Spectrum Croup Management LLC, as General l'artner

By:

c

.\SSIGNMENT A:-ID ASSUMPTIO>J AGREEMENT

This Assignment and Assumption APr,.,.m,.nt

~and between ---{the·' terms

used but not defined herein shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit, LC Deposits and swingline loans) (the "Assigned Interest''). Such sale and assigrunent is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

•1., !. Assignor:

2. Assignee:

3. Borrower(s):

4. Administrative Agent:

5. Credit Agreement:


Allied Holdings, Inc., Allied Systems, LTD (L.P.)

The CIT Group I Business Credit, Inc., as the administrative agent under the Credit Agreement

The $265,000,000.00 Credit Agreement dated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (L.P.) ("Systems"), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto

6. Assigned Interest:

Facility Assigned

Synthetic LC

Commitment

Term Loan

Effective Date:

Aggregate Amount of Commitment/Loans/LC Deposits for all Lenders

CSD 50,000,000.00

CSD 177,300,000.00

7. Notice and Wire [nstructions:

:Sotices:

Wire Instructions:

Amount of Percentage Assigned of CommitmentJLoans/LC Commitment/Loans;LC

Deposits Assigned Deposits

Notices:

Spectrum Investment Partners, LP. -Wire Instructions:

Currency: Bank: ABA#: Account#: Account Name: FFC: Partners, L.P. Attn:

Reference:

USD New York

&Co., NY

::SPI~ctrum Investment

Allied Holdings 1st Lien (5/07)

fhe terms set forth in this Assignment are hereby agreed ro:

.~ . .SSIGNOR

ASSIGNEE

SPECTRUM INVESTMENT PARTNERS, L.P., as Assignee

By: Spectrum Group Management LLC, as General Partner

By:

)lame:

Title:

Consented to and Accepted:

THE CIT GROUP I BGSlNESS CREDIT. INC., as Administrative Agent

Consented to:

ALLIED HOLDINGS, INC.

By:

Name:

Title:

ALLIED SYSTEMS, LTD (LP.)

By:

Name:

Title:

STANDARD TERMS AND CONDIT!O}<S FOR ASSIG:-IMENT AND ASSUMPTION AGREEMENT

I. Representations and Warranties.

l.l Assignor. The Assignor (a) represents and warrants that (i) it is the legal and benet1cial owner of the Assigned !merest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined herein), warranttes or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any collateral thereunder, (iii) the fmancial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, ( ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit ~malysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender. and ba~ed on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from rhe Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC Deposits, from and after the Effective Date, the Administrative Agent shall make ali payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the bener1t of. the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State on·lew York without regard to conflict

-

ANNEX l

of laws principles thereof.

llll4tll Jii j,JtqUj,j If t !.10!·11 l·lfi'NdfiW! I

PURCHASEANDSALEAGREE

TRANSACTION SPECIFIC TERMS

THIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and agreements set forth in the Standard Terms. The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement governing the Transaction. With respect to the Transaction, the Parties agree to be bound by the Standard Terms and the Transaction Specific Terms set forth herein.

Trade Date:

Agreement Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Purchase Amount(s):

Tranche(s):

CUSIP Number(s), if available:

Pre-Settlement Date Accruals Treatment:

Type of Assignment:

Immediate Prior Seller (if any):

Borrower in Bankruptcy:

Delivery of Credit Documents:

Spectrum Investment Partners LP

Amended and Restated First lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (L.P.) ("Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P ., as Syndication Agent, The CIT Group I Business Credit, Inc., as Administrative Agent and Collateral Agent

Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.)

r2?J Settled Without Accrued Interest 0 Trades Flat

0 Original Assignment [gJ Secondary Assignment

YesO

YesO

No [8J No [8J

LSTA EFFECTIVE DECEMBER 2006 Copyright© LSTA 2006. All rights reserved.

NY440402 3/153-03372

Netting Arrangements:

Flip Representations:

Step-Up Provisions:

Transfer Notice:

A. DEFINITIONS

TRANSACTION SUMMARY

Yes 0 No 0 Yes 0 1 No 0

Yes01

Shift Oate2:

Yes03

No0

Not Applicable

No0

Capitalized terms used in this Agreement shall have the respective meanings ascnbed thereto in Section 1 of the Standard Terms, as suppiemented by Section A of the Transaction Specific Terms and as otherwise may be provided in other provisions of this Agreement Terms defined in the Credit Agreement and not otherwise defined in this Agreement shall have the same meanings in this Agreement as 1n the Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the Agreement." "this Agreement," ''herein," "hereunder" or "hereof shall be deemed a reference to this Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard Terms, the Transaction Specific Terms shall govern and control.

In this Agreement:

'Agenr means The CIT Group I Business Credit, Inc .. as Administrative Agent.

"Assignment• means the Assignment and Assumption Agreement that is in the form specified in the Credit Agreement for an assignment of the Loans and Commrtments (If any) and any Required Consents to such assignment.

·'Bankruptcy Case" select one: [8J none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re , No. ----.J

"Bankruptcy Court• select one: [8J none. 0 means [the United States Bankruptcy Court for the -::-:----District of ____ (and, 1f appropriate, the United States District Court for that District)].

'Bar Date" select one: [2J not applicable.

1 The Parties cannot specify "Yes' to both "Flip Representations· and "Step-Up Provisions" unless they set forth appropriate modifications in Section H. Neither "Flip Representations" nor "Step-Up Provisions" applies to original assignments. 2 Specify a Shift Date only if "Yes" is specified opposite "Step.Up Provisions· and if the second box is selected in the defimtion of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possible

approximation for when the market convention for transferring the Loans and Commitments (if any) shifted from a par/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. the Parties may refer to published results of an anonymous LSTA poll of disinterested deale~ as to such dealers' v1ews regarding the Shift Date or. if results have not been published with respect to the Credit Agreement. either Party may request in wntlng that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes the name of Borrower and etther the CUSIP number (if available) or the name and date of the Credit Agreement to the LSTA at istashtftdatepollslCDista.org. The results of such LSTA polls are available to facilitate discussions between the Parties and have no binding effect 3 "Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transact;on Summary.

2

NY 440402 3/153-03372

0 none has been set [] means [specify applicable date. 1f any].

'Buver Purchase Price" select one: [SJ not applicable. 0 means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netttng Letter (this applies if there are four (4) or more parties involved in the netting arrangement).

·commitments• select one: 0 none. 0 means Synthetic LC Commitment in the principal amount as an LC Deposit

'Covered Prior Seller" select one: 0 not applicable.

which is funded

0 means each Prior Seller that transferred the Loans and Commitments (if any)4 on or after the Shift Date bbut prior to the date on which 5 transferred such Loans and Commitments (if any)].

'Filing Date• select one: [8J none. 0 means [identity date on which Borrower filed Bankruptcy Case).

"Netting Letter" select one: 0 not applicable. 0 means that certain Multilateral Netting Agreement in the form currently published by the LST A dated on or as of the Agreement Date among Seller, Buyer [and) (,] Original Buyer [, Penultimate Buyer] and [describe any other parties to the Netting LetterJ].

"Original Buyer" select one: [8J not applicable. 0 means [specify original buyer in the netting arrangement].

"Penultimate Buyer" select one: [2J not applicable. 0 none ("none" is applicable if there are only three (3) parties mvolved in the netting arrangement). 0 means r J.

"Required Consents" means the consent of the Agent.

'Seller Purchase Price" select one: 0 not applicable.

4 If applicable to only a portion of the Loans and Commitments (if any), specify the portion that applies, §UL, "each Prior Seller that transferred the [Name of applicable Covered Prior Seller} Loans (as defined in Sect1on 1 of the Annex)."

; Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1s on or after the Shift Date. 6 The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed trade that settled after the par/near par trade wh1ch settled on or after the Shift Date.

3

NY 440402.3/153-033 72

0 means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.

"Transfer Fee·· means the $0 00 transfer or other similar fee payable to the Agent 1n connection with the Assignment

'Unfunded Commitments" means that part of the Commitments that has not been funded in the form of loans. advances, letter of credtt disbursements or otherwise under the Credit Agreement, which is 1n the pnncipal amount of $0.00.

B. SECTION 4 (SELLER'S REPRESENTATIONS AND WARRANTIES)

The following specified terms shall apply to the sections referenced in this Section 8:

Flat Re2resentation Flie Reeresentatlon Stee-UI! ReQresentation

1 If "No' is specified opposite If "Yes· is specified opposite If "Yes· is specified oppos1te ~ both "Flip Representations· "Flip Representations' in the "Step-Up Provisions" in the

and "Step-Up Provisions· in Transaction Summary, the Transaction Summary, the the Transaction Summary, the following subsections of following subsections of following subsections of Section 4 shall apply: Sect•on 4 shall apply: Section 4 shall apply:

I Section 4 1(d) (Title) Section 4.1 (d)(i) Section 4.1 (d)(ii) SeCtion 4.1(d)(i)

Section 4.1(e) (Proceedings) Section 4.1(e)(i) I Sect1on 4.1(e)(i) Section 4.1(e)(ii) I

Section 4.1 (f) (Principal Section 4.1 \f)(i)

i

Sectton 4.1 (f)(ii) Sect1on 4.1(f)(i) 1 Amount) I

I Section 4.1 (g) (Future Funding) Section 4.1(g)(i)

I Section 4.1 (g)(ii) Section 4.1(g}(iii)

Section 4.1 (h) !Acts and

I Section 4.1 (h)(il Section 4.1(h)(i) Section 4 1 (h){ii)

Omissions)

l ' Section 4.1 (i) (Performance of I SectiOn 4.1 (i)(i)

I Section 4.1 (i)(i) Section 4.1 (i)(ii)

Obligations)

f Section 4.1(1) (Setoff) I Section 4.1 (I)( I) I Sect1on 4.1 (l)(1) Seclton 4.1 (l)(ii) ! i

' I

Section 4.1 (t) (Consents and i Section 4.1 (t)(i) Section 4 1(t)(i)

I Section 4. 1 (t)(ii)

1 Waivers> I

1

Section 4.1(u) <Other Section4.1(u)(i) Section 4.1(u)(1) I

Section 4.1(u)(ii) Documents)

I I ! I Section 4.1 (v) (Proof of Claim) Section 4.1 (v)(i) I Section 4.1 (v)(ii) I Section 4.1 (vl(i)

Section 4.1 (k} (Purchase Price); Netting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k) shall be amended in tis entirety as follows:

(k) [intentionally omrtted]." 7

Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer, as applicable. to add. a comparable representation to the Netting Letter in lieu of this representation.

4

NY 440402.3/153-03372

Section 4 1(r) (Predecessor Transfer Agreements). 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to par/near par loans. 2] Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor T'ansfer Agreements relating to distressed loans. [] Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor T'ansfer Agreements relatrng to both par/near par loans and distressed loans.

Section 4.1 (u) (Other Documents). [J None. 0 The following: ___ _

Section 4. 1(v) (Proof of Claim). N/A 0 The Proof of Claim was duly and timely filed, on or pnor to the Bar Date, by

0 the Agent on behalf of the lenders. 0 Seller or a Prior Seller.

0 The Bar Date specified in the Transaction Specific Terms has been set in the Bankruptcy Case and no Proof of Claim has been filed. 0 No Bar Date has been set in the Bankruptcy Case and no Proof of Claim has been filed.

C. SECTION 5 (BUYER'S REPRESENTATIONS AND WARRANTIES)

C.1 Section 5.1(n) (Buyer Status). [Specify Buyer's status for purposes of determining Required Consents, mrnimum assignment amount requirements or Transfer Fee requirements.]

0 Buyer is not a lender. [8J Buyer is a lender. 0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a lender.

C.2 If "Yes· is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the Credit Documents from Seller on or prior to the Trade Date.

D. SECTION 6 (INDEMNIFICATION)

Section 6.1 (Seller's Indemnities); Step-Up Indemnities.

(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's indemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section 6. 1(a) shall not apply).

(ii) If "No" is specified opposite 'Step-Up Provisions" in the Transaction Summary, Seller's indemnities contained in Section 6.1(a) shall apply (and the alternate indemmtles contatned in Section 6.1(b) shall not apply).

E. SECTION 7 !COSTS AND EXPENSES)

0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price shall be 1ncreased by an amount equal to

0 one-half thereof. 0 other relevant fraction or percentage, __ , thereof.

0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall recerve a credit to the Purchase Prrce equal to

0 one-half thereof. 0 other relevant fraction or percentage. __ . thereof.

5

NY¥0402.3/153-03372

0 The Transfer Fee shall be paid and allocated in the manner spectfied in the Netting Letter. 0 The Transfer Fee has been waived by the Agent and, accordingly. no adjustment to the Purchase

Pnce shall be made in respect thereof. Q There is no Transfer Fee and. accordingly, no adjustment to the Purchase Price shall be made tn

respect thereof.

F. SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)

F.1 Section 8.2 (Distributions); Step-Up Distributions Covenant.

:,i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8 2(b) shall apply (and the alternate covenants contamed m Section 8.2(a) shall not apply).

11i) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained m Section 8.2(b) shall not apply).

F.2 Section 8.4 (Wire Instructions).

Buyer's Wire Instructions:

Bank Name: JPMorgan Chase Bank, N.A. Bank Address: 1166 Avenue of the Americas- 21•t Floor

New York, NY 10036 Bank Contact: Erma McPherson

Telephone (212) 899-1393

Account Na stment Partners LP Account No

•

)899-2914 ABA#:

Reference: d Synthetic LC/AIIied Holdings

G. SECTION 9 (NOTICES}

Buyer's Address for Notices and Delivery:

Pnmary Contact Spectrum Investment Partners LP

Management LLC

6

NY 440402.3/153-03372

Secondary Contact: Spectrum Investment Partners LP

H. SECTION 26 (FURTHER PROVISIONS)

None.

7

NY 440402.3/153-03372

IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase and Sale Agreement by their duly authorized officers or representatives as of the Agreement Date.

NY 440402.3/153-03372

SELLER

By·

BUYER

SPECTRUM INVESTMENT PARTNERS LP


8

IN WITNESS WHEREOF. Seller and Buyer have executed th;s Purchase and Sale ,c,greement by ::--e1r july autr.onzed ctf1cers or representatives as of the Agreement Date.

NY440402 3;153-03372

SELLER

By __________________________________ _

Name: Title

BUYER



8

ANNEX TO PURCHASE AND SALE AGREEMENT

If "Secondary .A.ss1gnment" is specified opposite 'Type of Assignment" in the Transact1on Summary, list of Predecessor Transfer Agreements 1 and pnncioal amount, as of the settlement ]ate w1th respect thereto, of the port1on of the Loans and Commitments (If any) thereunder assigned hereby for purposes of Section 4.1(r) and Section 5.1 (k)(i) hereof, and designation as to 'Nhether such Predecessor Transfer Agreements relate to par/near par loans or distressed loans.

2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1 (s} hereof.

N/A

3. Description of Proof of Claim (if any}.

N/A

4. Description of Adequate Protection Order (if any).

N/A

5. List any exceptions to Section 4. 1(w) (Notice of Impairment}.

None.

6. The amount of any PIK Interest that accreted to the principal amount of the Loans after the Trade Date but on or pnor to the Settlement Date IS $0.00.

· List fi) any Predecessor Transfer Agreement to which Seller is a party. (ii) any Predecessor Transfer Agreement of Prior Sellers relating to cans delivered to Seller by Immediate Prior Seller and (i1i) any Predecessor Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed in the preced1ng clause (ii).

Annex-1

NY440402 3/153-03372

To: Buyer Name: Contact Person: Phone No: Fax No:

From: Seller Name: Contact Person: Phone No: Fax No: Email:

LSTA- TRADE CONFIRMATION

5PECTRUMfNVE5TMENTPARTNER5LP

~ased to confirm the following transactton, subject to the Standard Terms and Conditions for ._Trade Conftrmations (the "Standard Terms and Conditions'') publtshed by The Loan

Syndications ard Trading Assoctat;on®, Inc. (the ·LST A") as of December 1, 2006,' whtch Standard Terms and Conditions are incorporated herem by reference without any modification whatsoever except as otherNise agreed heretn by the parties and spectfically set forth 1n the ·Trade Spectfic Other Terms of Trade" section below. Capitalized terms used and not defined in this Confirmation shall have the respecttve meanings ascnbed thereto 1n the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

SPECTRUM INVESTMENT PARTNERS LP 3

0 Principal

This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND !::X IT CREDIT AND GUARANTY AGREEMENT, dated as of March 30. 2007, is entered into by and among ALLIED HOLDINGS, INC., a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below)("Holdings"), ALLIED SYSTEMS, L TO. (L.P.). a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code ("Systems" and, tooether with Holdmqs, the "Borrowers"). CERTAIN SUBSIDIARIES OF BORROWERS, as Subsidiary Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Syndication Agent (m such capactty, "Syndication Agent"), and THE CIT GROUP/BUSINESS CREDIT, INC. ("CIT'). as Administrative Agent (together with its

The Standard Terms and Condittons are avatlable on the LSTA website at h1ta:J/www.Jsta.org. 2 Designate specific funds. if any, and allocations within T + 1 (this may be done on separate trade contirmattons): identify

ERISA counteraarties. 1 Designate specific funds, if any, and allocations within T + 1 (this may be done on separate trade conhrmattons); identify

ERISA counteraarttes.

' if multtpie borrowers, spectty the enttty trat 15 narred as the first borrower L:noer tne Credit Agreer1ent.

' Specify amount at Debt to be trarsferred or. 1n the case ot Deot subject to turther funding cbiigations (as 1n re·;olving credit or iet1er of credit facilittes). specify amount of total exposure to be transferred. botil funded a~d unfunded

5 Saecify whether the type of Debt ts term. revolving. letter of credit (it stand-alone). claim amount or other.

'Specify Credit .Agreement destgnation of the facility I!LSJ.,., tranche). Spec1fy rrulticurrency component. !I any.

! of 3

Borrower:

Form Of Purchase:

Purchase Amount/ Type Of Debt:

Purchase Rate:

Accrued Interest:


LST A Standard Other Terms of Trade:

Trade Specific Other Terms of Trade8

.:

Subject to:

pemntted successors 1n sucr1 capac1ty. "Adr'ilrHstrat:ve Ager~l") ar1u a:; Co! lateral Agent (together 'Nilh :ts permitted successor 1n sucn capac1ty, "Cct!at~ra1 Agent").

Allied Ho:d1ngs, Inc and A!l1ed Systems, Ud. (L.P.) ~

0 Assignment

Purchase ..,.. -

Type ~f Debt

Term Loan

Letter of Cred1t

0 Settled Without Accrued Interest

2l No

Facility7

TERM LOAN

SYNTHETIC LC

CUSIP Number

0 FOR THIS TRADE ONLY, seller shall pay no more than a total of one-half of one assignment fee for transactions (specrfied 1n tris or any other Confirmation) allocated by an investment manager or advisor to multiple funds or accounts.

Negotiation, execution and delivery of reasonably acceptable contracts and instruments of transfer, 'M accordance herewith.

It you have any questions. please contact

SELLER BUYER


" 'Set forth any other tcml. .... llt Lh!~ fr.111 , .. .u:t!on: u:clude :n th1o... Sccuon a ·~rccJJk n:-ft;T~nce to t'ac:, term. tf any. ;n thl' C: ~nfirmauon

, illCUcilng the Sta11danl Tenn' and Condition.'' that h:" heen modtCtd in anv manner wh:JtstW\cor ,·rom the L>nn of LST'\

•••aTrade Conlirmation and/or the LST.\ St:mdard Term> and Conditions for II [ Trade Conlirrnatlons: if more q1ace

i, ']Ceded, allach JcJdittOnaJ pa~cs.

2 or 3

~1 ur J

PURCHASEANDSALEAGRE


THIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans. the Commitments (if any) and the other Transferred Rights, in accordance with the terms. conditions and agreements set forth in the Standard Terms. The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement governing the Transaction. With respect to the Transaction. the Parties agree to be bound by the Standard Terms and the Transaction Specific Terms set forth herem.

Trade Date:

Agreement Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Purchase Amount(s):

Tranche(s):



Type of Assignment:


Borrower in Bankruptcy:

Delivery of Credit Documents:


Amended and Restated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. {"Holdings"), Allied Systems, Ltd. (L.P.) ("Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group I Business Credit, Inc., as Administrative Agent and Collateral Agent

Allied Holdings, Inc. and Allied Systems. ltd. (L.P.)

(i}

(ii) N/A

0 Settled Without Accrued Interest 0 Trades Flat

0 Original Assignment 0 Secondary Assignment

YesO No [BJ

LST A EFFECTIVE DECEMBER 2006 Copyright iQ LSTA 2006. All rights reserved.

~N446468.11153-03410

Netting Arrangements:

Flip Representations:

Step-Up Provisions:

Transfer Notice:

A. DEFINITIONS

TRANSACTION SUMMARY

Yes0 No~

Yes01 No~

Yes0 1 No~

Shift Date2:

Yes03

Not Applicable

No~

Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 1 of the Standard Terms. as supplemented by Section A of the Transaction Spec1fic Terms and as otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the Credit Agreement Except as otherwise expressly set forth herein. each reference herein to "the Agreement," "this Agreement: "herein," "hereunder" or "hereor shall be deemed a reference to this Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard Terms, the Transaction Specific Terms shall govern and control.

In this Agreement:

"Agent" means The CIT Group I Business Credit. Inc .. as Administrative Agent.

"Assignment" means the Assignment and Assumption Agreement that is in the form specified in the Credit Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents to such assignment.

"Bankruptcy Case· select one: r2J none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor. In re , No. ____ ___,

"Bankruptcy Court" select one: r2J none. 0 means [the United States Bankruptcy Court for the -:-:----District of----- (and, 1f appropriate, the United States District Court for that District)].

·Bar Date" select one: r2J not applicable.

' The Parties cannot specify "Yes" to both 'Flip Representations" and "Step-Up Provisions" unless they set forth appropriate modifications in Section H. Neither "Flip Representations" nor ··step-Up Provisions· applies to original ass1gnments. 2 SpecifY a Shift Date only if "Yes" is specified opposite "Step-Up Provisions" and if the second box is selected in the definition of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possible

approximation for when the market convention for transferring the Loans and Commitments (if any} shifted from a par/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. the Parties may refer to published results of an anonymous LSTA poll of dismterested dealers as to such dealers' views regarding the Shift Date or. if results have not been published with respect to the Credit Agreement, either Party may request in writing that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes the name of Borrower and either the CUSIP number (if available) or the name and date of the Credit Agreement to the LSTA at lstashiftdatepolls(Ollsta.org. The results of such LSTA polls are available to facilitate discuss1ons oetween the Parties and have no binding effect.

'"Yes" can be elected only 1f "Yes" is specified opposite "Borrower in Bankruptcy· in the Transaction Summary.

2

NY446468.1/153-034 tO

0 none has been set. 0 means [specify applicable date, 1f any].

·suyer Purchase Price· select one: 0 not applicable. 0 means the purchase pnce payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter (this applies if there are four (4) or more parties involved in the netting arrangement).

"Commitments" select one: 0 none. @ means LC Commitment in the principal amount of-· all of which is funded as an LC Deposit.

·covered Prior Seller" select one: 0 not applicable. 0 means each Prior Seller that transferred the Loans and Commitments (if any)4 on or after the Shift Date bbut prior to the date on which 5 transferred such Loans and Comm1tments (if any)).

"Filing Date" select one: 0 none. 0 means [Identify date on which Borrower filed Bankruptcy Case].

"Loans" means. collectively, Term Deposits in the principal amount

"Netting Letter" select one: 0 not applicable.

in the outstanding principal amount o~d LC

0 means that certain Multilateral Netting Agreement in the form currently published by the LST A dated on or as of the Agreement Date among Seller, Buyer [and] [,] Original Buyer [. Penultimate Buyer] and [describe any other parties to the Netting Letter]].

"Original Buyer" select one: 0 not applicable. 0 means [specify original buyer in the netting arrangement].

"Penultimate Buyer" select one: [8;] not applicable. 0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement). 0 means { ].


"Seller Purchase Price" select one: 0 not applicable.

• If applicable to only a portion of the Loans and Commitments (if any), specify the portion that applies. fLQ., "each Prior Seller that transferred the [Name of applicable Covered Prior Seller] Loans (as defined in Section 1 of the Annex)." 5 Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1s on or after the Shift Date. 6 The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed trade that settled after the par/near par trade which settled on or after the Shift Date.

3

NY 446468.11153-03410

~ means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.

'Transfer Fee· means the $0.00 transfer or other s1milar fee payable to the Agent 1n connection with the Assignment.

"Unfunded Commitments" means that part of the Commitments that has not been funded in the form of loans, advances, letter of credit disbursements or otherwise under the Credit Agreement. 'Nhich is tn the principal amount of $0.00.


The followmg spec1fied terms shall apply to the sections referenced in this Section B:

Flat Representation Flip Representation Step-Up Representation

I f If "No" is speofied opposite i both 'Flip Representations·

tf ·yes· is specified opposite If "Yes" is specified opposite I "Flip Representations" in the "Step-Up Provisions· in the

and "Step.Up Provisions· in Transaction Summary, the Transaction Summary, the I the Transaction Summary, the following subsections of . following subsections of following subsections of Section 4 shall apply: i Section 4 shall apply:

I Section 4 shall apply: I I

1 Section4.1(d)(Title)

I I Section 4.1(e) !Proceedings)

f Section 4.1(f) (Pnncipal I Amount)

; Section 4.1(9) (Future Funding)

I Section4.1(h)~ Omissions)

I

i Section 4.1(1) (Performance of \ Obligations)

[ Section 4.1(1) (SetoiD i

1 Section 4.1(1) (Consents and

I Wa1vers ,---> I i Section 4.1(u) !Other I Documents)

I I Section 4.1(v) ;Proof of Claim)

I Section 4.1(d)(i) I

I Section 4.1(e){i)

' Section 4.1(t)(i)

I

I I Section 4.1(g){i) I

i

I Section 4.1(h)(i)

I Section 4.1(i)(i)

I

! Section 4.1(1)(i)

! Section 4.1(t)(i)

Section 4.1(u)(i)

Section 4.1(v)(i)

Section 4.1(k) (Purchase Price); Netting Arrangements.

Section 4.1(d)(ii) I Section 4.11d){i)

i

I Section 4.1(e)(i)

I Section 4.1(e){ii)

I Section 4.1(fXu) Section 4.1(f)(i)

I Section 4.1(g)(ii) Section 4.1(g)(iii)

Section 4.1(h)(i) Section 4.1 (h)(ii)

Section 4.1(i)(i) I Section 4.1(i)(ii)

I Section 4.1(1)(i)

I Sect1on 4.1(1)(ii)

Section 4.1(t)(i) I Section 4.1(t)(ii)

Section 4.1(u)(i) Section 4.1(u)(ii)

Section 4.1(v)(ii) Section 4.1(v)(J)

If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k) shall be amended in its entirety as follows:

'(k) [intentionally omitted]." 7

7 Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer. as applicable, to add, a comparable representation to the Netting Letter in lieu of this representation.

4

NY446468.1/153-03410

'

I I

Section 4 Hr) (Predecessor Transfer Agreements). Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor

Transfer Agreements relating to parmear par loans. u Seller acqUired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to distressed loans. 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to both parinear par loans and distressed loans.

Section 4.1 (u) (Other Documents). 0 None. 0 The following: ___ _

Section 4.1{v) (Proof of Claim). NfA 0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date, by

0 the Agent on behalf of the Lenders. 0 Seller or a Prior Seller.



C.1 Section 5.1 (n) (Buyer Status). [Specify Buyer's status for purposes of determining Required Consents, minimum assignment amount requirements or Transfer Fee requirements.]

0 Buyer is not a Lender. [81 Buyer is a Lender. 0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a lender.

C.2 If "Yes· is specified opposite "Delivery of Credit Documents• in the Transaction Summary, Buyer represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the Credit Documents from Seller on or prior to the Trade Date.


Section 6.1 (Seller's lndemnities); Step:Up Indemnities.

(i) If "Yes· is specified opposite "Step-Up Provisions· in the Transaction Summary, Seller's indemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section 6.1 (a) shall not apply).

(ii) if "No" is specified opposite "Step-Up Provisions· in the Transaction Summary, Seller's indemnities contained in Section 6.1(a) shall apply (and the alternate indemnities contained in Section 6.1(b) shall not apply).

E. SECTION 7 !COSTS AND EXPENSES)

0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Pnce shall be 1ncreased by an amount equal to

0 one-half thereof. 0 other relevant fraction or percentage, __ . thereof.

0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall rece1ve a cred1t to the Purchase Price equal to


5

NY446468.1/153-03410

0 The Transfer Fee shall be paid and allocated in the manner spec1fied in the Netting letter. 0 The Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase

Price shall be made in respect thereof. [J There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in

respect thereof.

F. SECTION 8 !DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)


(i) If "Yes" is spec1fied opposite "Step-Up Provisions· in the Transaction Summary, Seller's covenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section 8.2(a) shall not apply).

(ii) If "No" is specified opposite ·step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section 8.2(b) shall not apply).



Bank Name: JPMorgan Chase Bank, N.A. Bank Address: 1166 Avenue of the Americas- 21 51 Floor


Telephone (212) 899-1393

ABA#: Account Nam Account No.: Reference:

Seller's Wire Instructions:

Bank: ABA No.: A.cct. No.: Acct. Name: Attention: Reference:

2) 899-2914

Partners LP

G. SECTION 9 (NOTICES)


Primary Contact: Spectrum Investment Partners LP c/o LLC

NY 446468.1 i 153-0341 0

6


,A"'''"'"'"ment LLC


None.

7

NY446468.1/153-03410

IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase :and Sale Agreement by their duly authorized officers or representatives as of the Agreement Date. I

NY446468.1/153-03410

SELLER

By·

BUYER I I



8

IN WITNESS WHEREOF. Seller ar.d Buyer r.ave executed th1s Purchase and Sale .tl.greement by the:r duly autnonzed officers or representatives as of the Agreement Date.

~JY 446468. 1/153-03410

SELLER

By:-:-:----------------Name: Title:

BUYER



By·

8


1. If ·secondary Assignment" is specified opposite "Type of Assignment" in the Transaction Summary, list of Predecessor Transfer Agreements 1 and principal amount, as of the settlement date w1th respect thereto. of the portion of the Loans and Comm1tments (tf any) thereunder ass1gned hereby for purposes of Section 4. 1(r) and Section 5.1(k)(i) hereof, and designation as to whether such Predecessor Transfer Agreements relate to par/near par loans or distressed loans.

2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1(s) hereof.

N/A

3. Description of Proof of Claim (if any).

NIA


N/A

5. List any exceptions to Section 4.1(w) (Notice of Impairment).

None.

6. The amount of any PIK Interest that accreted to the principal amount of the Loans after the Trade Date but on or prior to the Settlement Date is $0.00.

' List {i) any Predecessor Transfer Agreement to which Seller is a party, (ii) any Predecessor Transfer Agreement of Prior Sellers relating to distressed loans delivered to Seller by Immediate Prior Seller and (iii) any Predecessor Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed in the preceding clause (ii).

Annex-1

NY 446468.1/153-03410

LSTA- TRADE CONFIRMATION

To: Buyer Name: PARTNERSLP Contact Person: Phone No: Fax No:


~ased to confirm the following transaction. subject to the Standard Terms and Conditions for .... Trade Confirmations (the ·standard Terms and Conditions") published by The loan

Syndications and Trading Association®. Inc. (the "LSTA") as of December 1, 2006,1

which Standard Terms and Conditions are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the parties and specifically set forth in the ''Trade Specific Other Terms of Trade" section below. Capitalized terms used and not defined in th1s Confirmation shall have the respective meanings ascribed thereto in the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:


0 Principal

0 Principal

This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2007, is entered into by and among ALLIED HOLDINGS, INC, a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below)(''Holdings"), ALLIED SYSTEMS, L TO. (L.P.). a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code ("Systems" and, together with Holdings, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS, as Subsidiary Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Syndication Agent (in such capacity, "Syndication Agent"), and THE CIT GROUP/BUSINESS CREDIT, INC. ("CIT"), as Administrative Agent (together w1th its

' The Standard Terms and Conditions are ava1lable on the LSTA website at http:/iwww.lsta.org. 2 :es1gnate specific funds, if any, and allocations within T + 1 (this may be done on separate trade confirmations); identify

ERISA cuu11lerparlies. 3 ::::es1grate specific funds, if any. and allocations Within T + 1 (this may be done on separate trade confirmations); •dentify

::ORIS.A counteroart1es.

' if rrutt1ole oorrowers. speCify the entity trat is named as the first borrower under the Credit Agreement. 5 Srecify amount of Debt to be transferred or. in the case of Debt subject to further funding obl•ganons (as m revolv1ng

cred1t or letter of credit faclilt!es), spec1ly amount of total exposure to be transferred, both fundeo and unfunded.

' Spec1fy whether the type of Debt IS term, revolving, letter of cred1t (if stand-alone). cla1m amount or other.

' Spec1fy Credit Agreement designation of the :aci!ity (_iUL, tranche). Spec1fy muiticurrency comoorent, 1f any.

I of 2

Borrower:

Form Of Purchase:


Purchase Rate:

Accrued Interest:




:

Subject to:

permrtted successors :n sucn capacrty, "Admrnrstratrve Agent") and as Co! lateral Agent ::oge!ner wrth its permrtted successor in such capacity. "Collaieral Agent":.

Allied Holdings. Inc ::md .'\!lied Systems. Ltd. (L.P.) 1

12l Assignment

Type of Debt"

Term Loan

Letter of Credit


0 No

0 Assignment fee is waived

Facilitl

TERM LOAN

SYNTHETIC LC

9:§!f Number

Negotiation. execution and delivery of reasonably acceptable contracts and instruments of transfer, in accordance herewith.

If you have any questions, please contact Thierry C le Jouan at (212) 357 4280

SELLER BUYER

SPECTRUMINVESTMENTPARTNERSLP

'Set :'nrth :tny oihcr tcnn<.; ()j tht'{ lr~m~~ICtHm: include Jn Ihi'> Section~} (rcclfic r;;fcn.·:lCC t0 C::i::h t£'1111. i:' ,111\. !11 !hi~ c~mfirmatiun

• :ncludinc :he Standard Terms and Condi:rons) that has been mndrfied rn anv mcrnner 'Ah:uson·er from the torm nf LST-\

-Trade Confirmation andlor the LSTA St;mdard Term< :~nd Cnndiuon< r'~r. 1 lrnde Cuntirm;ll!nns: if :trore 'c:~ce •s needed. ~mach o.dditionJl p3~es

2 of 2

,\SSIGNMENT A]';D ASSU\1PTION AGREEME]';T

!his Assignment and Assumption Agreement (the ··Assignment'") is dated as of the Effective Date set forth below and

is entered into by and between (the "Assignor"} and Spectrum SPC II for the account

egregated Portfolio (the "Assignee''). Capitalized terms used but not defined

hert!in shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority

Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below tas it may be amended. supplemented or

otherwise modi tied from time to time, the .. Credit Agreement"), receipt of a copy of which is hereby acknowledged by the

.\ssignee. The Standard Terms and Conditions set forth in Annex l attached hereto are hereby agreed to and incorporated

herein by reference and made a part of this Assignment as if set torth herein in full.

For an agreed consideration. the Assignor hereby in·evocably sells and assigns to the Assignee, and the Assignee

hereby irrevocably purchases and assumes from the Assignor. subject to and in accordance with the Standard T .:rms and

Conditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as contemplated

below. the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other

Jocuments or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of

all of the Assignor's outstanding rights and obligations under the respective facilities identitied below (including, to the extent

included in any such facilities. letters of credit LC Deposits and swingline loans) (the "Assigned Interest"). Such sale and

assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit

Agreement, without representation or warranty by the Assignor.

I. Assignor:

Assignee:

3. Borrower(s):


5, Credit Agreement:

Spectrum SPC II for the account of B Spectrum Investment Partners. L.P.

Segregated Portfolio

Allied Holdings. Inc., Allied Systems, LTD (L.P.)

The CIT Group! Business Credit. Inc., as the administrative agent under the Credit

Agreement

The S265,000.000.00 Credit Agreement dated as of May 15, 2007 among Allied

Holdings, Inc. ( .. Holdings"). Allied Systems, Ltd. (L.P.) ('"Systems"). certain

Subsidiaries of Holdings and Systems, as Guarantors. the Lenders parties thereto.

Goldman Sachs Credit Partners L.P .. as Administrative Agent, The CIT

Group/Business Credit, Inc .. as Administrative Agent and Collateral Agent and the

other agents parties thereto


Facility Assigned

:Synthetic LC

Commitment

f-:rm Loan

Effective Date:-

.-\ggregate Amount of

Commitment/Loans, LC

Deposits for all Lenders

USD 50.000.000.00

USD 180.000.000.00

7. :\otice and Wire Instructions:

Notices:

Wire Instructions:

Currency:

Bank:

ABA#:

Account#:

Account Name

FFC:

Attn:

Reference:

Amount of

CommitmenvLoans;LC

Deposits Assigned

Notices:

Percentage Assigned of

C ommitmentiLoans; LC

Deposits

Spectrum SPC II for the account of R Spectrum

Investment Partners. L.P. Segregated Porttolio

Wire Instructions:

Currency:

Bank:

.\BA#:

Account#:

Account Name:

Investment Partners. L.P. Segregated Porttolio

FFC:

Attn:

Reference: Allied Holdings I st Lien (5.'07)

fhe terms set forth in this Assignment are hereby agreed to:

.-\SSIG:l'<OR

ASSIGNEE

SPECTRU\1 SPC II FOR THE ACCOUNT OF B

SPECTRU\11NVEST\1ENT PARTNERS, L.P.

SEGREGATED PORTFOLIO, as Assignee

Ry:

-


TliE CIT GROUP I BUSINESS CREDIT, 1:-IC., as Admiaistrative

Agent

By:

~arne: -:s-. l:)~t•r Title: y?

Consented to:


By:

Name:

Title:

ALLIED SYSTEMS, LTD (LP.)

By:

Name:

Title:

4

STA'\DARD TERMS ANIJ CONDITIONS FOR ASSIGNME:-.JT

.\NO ASSLMPTION AGREEMENT

!. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial ov..ner of the Assigned

Interest. (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power

Jnd authority, and has taken all action necessary. to execute and deliver this Assignment and to consummate the

transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as detined herein).

warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity,

enforceability, genuineness. sufticiency or value of the Credit Agreement or any other instrument or document delivered

pursuant thereto. other than this Assignment (herein collectively the .. Credit Documents"). or any collateral thereunder. (iii)

the tinancial condition of the Company. any of its Subsidiaries or At1iliates or any other Person obligated in respect of any

Credit Document or (iv) the perfonnance or observance by the Borrower, any of its Subsidiaries or At1iliates or any other

Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all

action necessary. to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to

become a Lender under the Credit Agreement. (ii) it meets all requirements of an Eligible Assignee under the Credit

Agreement. (iii) from and after the Effective Date. it shall be bound by the provisions of the Credit Agreement and. to the

extent of the Assigned Interest. shall have the obligations of a Lender thereunder. (iv) it has received a copy of the Credit

Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and

decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis

and decision. and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered

by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it

wilL independently and without reliance on the Administrative Agent. the Assignor or any other Lender. and based on such

documents and infonnation as it shall deem appropriate at that time, continue to make its own credit decisions in taking or

not taking action under the Credit Documents, and (ii) it will perform in accordance with their tetms all of the obligations

which by the tenns of the Credit Documents are required to be pertonned by it as a Lender.

Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests tor Tenn Loans. unless notice to the contrary is delivered to the Lender from the

Administrative Agent. payment to the Assignor by the Assignee in respect of the Assigned interest shall include such

..:ompensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest

which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date.

the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such

interest accrued before or after the Effective Date.

With respect to Assigned Interests tor Revolving Loans and LC Commitments and LC Deposits. from and

after the Eftective Date. the Administrative Agent shall make all payments in respect of the Assigned Interest (including

payments of principaL interest fees and other amounts) to the Assignor tor amounts which have accrued to but excluding

rhe Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of. the parties hereto and their

respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall

..:onstitute one instrument. Delivery of an executed c:ounterpart of a signature page of this Assignment by telecopy shall be

ctTective as delivery of a manually ~xecuted counterpart ofthis Assignment. This Assignment shall be governed by. and

construed in accordance with. the internal laws of the State ofNcw York without regard to contlict of laws principles

thereof.

PURCHASEANDSALEAGREEMENT


THIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans. the Commitments (if any} and the other Transferred Rights, in accordance with the terms, conditions and agreements set forth in the Standard Terms. The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement govermng the Transaction. With respect to the Transaction, the Parties agree to be bound by the Standard Terms and the Transaction Specific Terms set forth herein.

Trade Date:

Agreement Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Purchase Amount(s):

Tranche(s):



Type of Assignment:



Amended and Restated First Lien Secured . Super-Priority Debtor in PossessiQn and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (l.P:) ("Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group I Business Credit, Inc., as Administrative Agent and Collateral Agent

Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.)

(i)

(ii)

(i)

(ii) N/A

I2J Settled Without Accrued Interest 0 Trades Flat

0 Original Assignment 0 Secondary Assignment

LSTA EFFECTIVE DECEMBER 2006 Copyright© LSTA 2006. All rights reserved.

NY440633.1/153-03372

NY 440633.1/153-03372

TRANSACTION SUMMARY

Borrower in Bankruptcy: YesO No [8)

Delivery of Credit Documents: YesO No [8)

Netting Arrangements: YesO No [8)

Flip Representations: Yes 0 1 No[ZJ

Step·Up Provisions: Yes 0 1 No [8)

Shift Date2: Not Applicable

Transfer Notice: Yes03 No [8)

A. DEFINITIONS

Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 1 of the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the Agreement," "this Agreement," "herein," "hereunder" or "hereof' shall be deemed a reference to this Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard Terms, the Transaction Specific Terms shall govern and control.

In this Agreement:

"Agent" means The CIT Group I Business Credit, Inc., as Administrative Agent.

"Assignment" means the Assignment and Assumption Agreement that is in the form specified in the Credit Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents to such assignment.

"Bankruptcy Case· select one: kSJ none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re , No. ____ __..

"Bankruptcy Court" select one:

1 The Parties cannot specify "Yes" to both "Flip Representations· and "Step-Up Provisions• unless they set forth appropriate modifications in Section H. Neither "Flip Representations" nor "Step-Up Provisions" applies to original assignments. 2 Specify a Shift Date only if "Yes· is specified opposite "Step-Up Provisions" and if the second box is selected in the definition of Covered Prior Seller. The Shift Date is the date that the Parties agree IS the closest possible

approximation for when the market convention for transferring the Loans and Commitments (if any) shifted from a parinear par documentation basis to a distressed documentation basis. In consulting as to the appropriate date, the Parties may refer to published results of an anonymous LST A poll of disinterested dealers as to such dealers' views regarding the Shift Date or, if results have not been published with respect to the Credit Agreement, either Party may request in writing that the LSTA endeavor to conduct such a poll. To initiate a poll, send a request that includes the name of Borrower and either the CUSIP number (if available) or the name and date of the Credit Agreement to the LSTA at lstashiftdatepolls@lsta erg. The results of such LSTA polls are available to facilitate discussions between the Parties and have no binding effect.

3 "Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transaction Summary.

2

NY440633.1/153-03372

NY4406331/153-03372

none. means [the United States Bankruptcy Court for the _____ District of _____ (and. if

appropriate, the United States Distnct Court for that Distnct)J.

·sar Date" select one: l3;l not applicable. 0 none has been set. 0 means [specify applicable date, 1f any].

'Buyer Purchase Price" select one: ~ not applicable. 0 means the purchase price payable by Buyer to Original Buyer pursuant to the Netting letter (this applies if there are three (3) parties involved 1n the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter (this applies if there are four (4) or more parties involved in the netting arrangement).

"Commitments" select one: 0 none. [ZJ means Synthetic LC Commitment in the principal amount of $918.434.29, all of which is funded as an LC Deposit.

"Covered Prior Seller'' select one: [ZJ not applicable. 0 means each Prior Seller that transferred the Loans and Commitments (if any)4 on or after the Shift Date ~but pnor to the date on which 5 transferred such Loans and Commitments (if any)}.

"Filing Date" select one: 0 none. 0 means (identify date on which Borrower filed Bankruptcy Case}.

"Loans" means, collectively, Term Loans in t~rincipal amount of Synthetic LC Deposits in the principal amount of--

"Netting Letter" select one: 0 not applicable. 0 means that certain Multilateral Netting Agreement in the form currently published by the LSTA dated on or as of the Agreement Date among Seller. Buyer [and] [.] Original Buyer [, Penultimate Buyer] and [describe any other parties to the Netting Letterj].

"Original Buyer" select one: 0 not applicable. 0 means (specify original buyer in the netting arrangement].

• if applicable to only a portion of the Loans and Commitments (if any), specify the portion that applies, !tlt.. 'each Prior Seller that transferred the [Name of applicable Covered Prior Seller] loans (as defined in Section 1 of the Annex)." 5 Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation basis on or after the Shift Date. 5 The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed trade that settled after the par/near par trade which settled on or after the Shift Date.

3

NY440633.11153-03372

NY440633.1i153-03372

Penultimate Buyer" select one: 0 not applicable. 0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement). 0 means '-----....J


"Seller Purchase Price" select one: ~ not applicable. 0 means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter.

'Transfer Fee" means the $0.00 transfer or other similar fee payable to the Agent in connection with the Ass1gnment.

"Unfunded Commitments" means that part of the Commitments that has not been funded in the form of loans, advances, letter of credit disbursements or otherwise under the Credit Agreement, which is in the principal amount of $0.00.

4

NY 440633.11153-033 72

NY440633.1/153-03372


The following spec1fied terms shall apply to the sections referenced in this Sect1on 8:

: Flat Regresentation i F!ie Reeresentation Stee·Ue Reeresentation

i I

' If "No" is specified opposite I If "Yes· is specfted opposite If "Yes" is specified oppostte i both "Flip Representations· 1 "Flip Representat:ons· in the "Step-Up Provisions" in the

! ' '"' ·s~<p-u, '"''"M'. '" I r~''"~ s,~,~. the Transaction Summary, the

! the Transaction Summary. the following subsections of following subsecnons of following subsections of Section 4 shall aoply: Section 4 shall apply: Section 4 shall apply:

I I

Section 4 1(d) (Title) Section 4.1{d)(i) Section 4.1(d)(ii) Secbon 4.1(d)(i)

I Section 4.1(e) !Proceedings) i Section 4.1(e)(i) Section 4.1 (e l(i) ! Section 4.1(e)(li)

I Section 4.1(f} (Principal Section 4.1 (f)(i) I Section 4.1(f)(ii)

I Section 4.1(f)(l)

' Amount) I

·section 4.1 (g) (Future Funding) I Section 4.1 (g)(i) Section 4.1 (gXii) I Section 4.1 (g)(lii)

Section 4.1(h) (Acts and I Section 4.1(h)(i) Section 4.1 (h)(i) Section 4.1(h)(ii) Omissions)

i Section 4.1 (i) (Performance of I Section 4.1(1)(i) Section 4.1(i)(i) Secbon 4.1 (i)(ii} Obligations)

I Section 4.1(1) (Setoff) ! Section 4.1(1)(1) Section 4.1(1)(1) Section 4.1 (l)(ii)

Section 4.1(1) (Consents and

I Section 4.1(t)(i) Section 4.1(1)(1) Section 4.1(t)(ii)

Waiver5)

Section 4.1(u) !Other ! Section 4.1(u)(i) Section 4.1(u)(i) Section 4.1(u)(ii) Documents) !

I

Section 4.1 (vi (Proof of Claim) Section 4.1 (v)(i) Section 4.1 (v)(ii) Section 4.1(v)(l)

Section 4.1 (k) (Purchase Price); Netting Arrangements. If "Yes" is specified oppos1te Netting Arrangements in the Transaction Summary, Section 4.1 (k) shall be amended in its entirety as follows:

"(k) [intentionally omitted]."7

7 Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer. as applicable, to add, a comparable representation to the Netting Letter in lieu of this representation.

5

NY440633.1/153-03372

NY 440633.1/153-033 72

I I

j

Section 4 1 (r) (Predecessor Transfer Agreements). Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor

Transfer Agreements relating to par/near par loans. (SJ Seller acquired the Transferred Rights from Immediate Prior Seller pursu<ml to Predecessor Transfer Agreements relating to d1stressed loans. 0 Seller acqUJred the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Tr·ansfer Agreements relating to both par/near par loans and distressed loans.

Section 4.1 (u) (Other Documents). 0 None. 0 The following: ___ _

Section 4.1 (v) (Proof of Claim). N/A 0 The Proof of Claim was duly and timely filed, on or pnor to the Bar Date, by




C.1 Section 5.1 (n) (Buyer Status). (Specify Buyer's status for purposes of determining Required Consents, minimum ass1gnment amount requirements or Transfer Fee requirements.]

0 Buyer is not a Lender. 0 Buyer is a Lender. 0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a Lender.

C.2 If "Yes" is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the Credit Documents from Seller on or prior to the Trade Date.



(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's indemnities conta1ned in Section 6.1 (b) shall apply (and the alternate indemnities contained in Section 6.1 (a) shall not apply).

(ii) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's indemnities contained in Section 6.1 (a) shall apply (and the alternate indemnities contained in Section 6.1(b) shall not apply).

E. SECTION 7 (COSTS AND EXPENSES)

0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price shall be increased by an amount equal to


6

NY440633.1/153-03372

NY 440633.1/153-03372

0 The Transfer Fee shall be patd by Buyer to the Agent and Buyer shall receive a credit to the Purchase Pnce equal to

one-naif thereof. other relevant fraction or percentage, __ . thereof.

0 The Transfer Fee shall be pa1d and allocated in the manner spectfied in the Netting Letter. 0 The Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase

Price shall be made in respect thereof. :J There !S no Transfer Fee and, accordmgly, no adjustment to the Purchase Price shall be made in

respect thereof.

F. SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)


(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(b) shall apply (and the altemate covenants contatned in Section 8.2(a) shall not apply).

(ii) If "Non is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section 8.2(b) shall not apply).

F.2 Section 8.4 (Wire Instructions}.


Bank Name: JPMorgan Chase Bank, N.A. Bank Address: 1166 Avenue of the Americas- 21st Floor


Telephone (212) 899-1393 ~2)899-2914

ABA#: ....... Account Nam~S I stment Partners LP Account No. Reference: errri Loan an Synthetic LC/Allied Holdings

Bank: ABA No.: Acct. No.: Acct. Name: Attention: Reference:



Primary Contact: Spectrum Investment Partners LP c/o Spectrum Group Management LLC

7

NY440633.1/153-03372

NY440633.1/153-03372


Group Management LLC


None.

3

NY440633.1/153-03372

NY 440633.1/153-03372

IN WITNESS WHEREOF. Seller and Buyer have executed this Purchase and Sale Agreement by ~heir duly authorized officers or representatives as of the Agreement Date.

NY440533.111C3-03372

NY440633.11

SELLER

By:

BUYER



g

IN WITNESS WHEREOF. Seiler and 2uyer h8ve executed th1s Puchase and Sdle Agreement by u-.etr C:uly authc:rtzed officers or representatives as of tne !1,greement Date

NY440633.11153-03372

SELLER

By: Name: Title:

BUYER

SPECTRUM INVESTMENT PARTNERS lP


8


1. If "Secondary Assignment" is specifred opposite "Type of Assignment" rn the Transaction Summary, list of Predecessor Transfer Agreements 1 and principal amount, as of the settlement cate w1th respect thereto, of the portion of the Loans and Commitments (1f any) thereunder assigned hereby for purposes of Section 4.1 (r) and Section 5.1 (k)(i) hereof, and designation as to .vhether such Predecessor Transfer Agreements relate to par/near par loans or distressed loans.

2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1 (s) hereof.

N/A


N/A


N/A

5. List any exceptions to Section 4.1 (w) (Notice of Impairment).

None.


List (i) any Predecessor Transfer Agreement to which Seller is a party. (ii) any Predecessor Transfer Agreement of Prior Sellers relating to distressed loans delivered to Seller by Immediate Prior Seller and (iii) any Predecessor Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement described 1n

the preceding clause (ii).

Annex-1

NY440633.1/153-03372

LSTA-TRADE CONFIRMATION



j We are ~~~~~~oc~n~r;~a!~~:o~;~:i~~~~:~:r~c~~~:n~u:~~c~~n~i~o~~~~~gli!~~~~:~dh;~~~i~ions for

Syndications and Trading Association®, Inc. (the "LSTA") as of December 1, 2006,' which Standard Terms and Conditions are incorporated herein by reference Without any modification whatsoever except as otherwise agreed herein by the parties and specifically set forth in the ''Trade Specific Other Tenms of Trade" section below. Capitalized terms used and not defined in this Confirmation shall have the respective meanings ascribed thereto in the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:


0 Principal

0 Principal

This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2007, is entered into by and among ALLIED HOLDINGS. INC., a Georgia corporation and a debtor and debtor in possess1on under Chapter 11 of the Bankruptcy Code (as defined below)("Holdings"), ALLIED SYSTEMS, L TO. (l. P.), a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code ("Systems" and, together w1th Holdings, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS. as Subsidiary

' The Standard Terms and Conditions are available on the LSTA website at http:ilwww.lsta.org. 2 Designate spec1f1c :unds. 1f any. and allocations Within T + 1 (this may be done on separate trade confirmations;: Identify

ERISA counteroart1es.

' Designate spec1fic funds. if any. and allocations within T + 1 (this r:1ay be done on seoarate trade confirmations): ,aentiiy

E?ISA counteroart1es.

" if mcltlole borrowers. speCify the enny that's named as the first borrower under the Credit Agreerrent.

Spec1fy amount of Debt to be tracsferred or. in the case oi Debt subject to further funding obi1gat1ons 1 as 1n •e•Jolving

credit or letter of creon fac1lit1es). spec1fy amount of total exposure robe transferred. both funded and unfunced.

· • "Soec1fv wnether the type of Debt is :erm, revolving, letter of credit (if stand-alone). claim amount or other.

S::>ecify Credit Agreement des1gnat1on of the facility !~.&. tranche). Specify mu:ticurrency comoone~t. if any.

I of 3

Borrower:

Form Of Purchase:


Purchase Rate:

Accrued Interest:




:

Subject to:

Guarantors. t:<e Lenders pany hc•cto t•om :;me to ttme. GOLDMAN SACHS CREDIT PARTNERS L.P .. "GSCP"). as Syndication Agent (In 3UCn capact:y, "Syndication Agent";. and THE CT GROUP·BUSINESS CREDIT. INC. ("CIT"), as Admmtstrat1ve A.gent :together With I'S permttred successors 1n such capacity, ''Administrative Agent") and as Collateral Agent ttogether w1th 1:s permitted successor in such :apac1ry. "Collateral Agent").

Allied Holdings. Inc and Allied Systems. Ltd (LP) •

0 Assignment

Purchase ... -

Type ~f Debt

Term Loan

Letter of Credit


0 No

Facility7

TERM LOAN

SYNTHETIC LC

~ Number

0 FOR THIS TRADE ONLY. seller shall pay no more than a total of one-half of one assignment fee for transactions (specified in this or any other Confirmation) allocated by an investment manager or adv1sor to multiple funds or accounts.

Negotiation. execution and delivery of reasonably acceptable contracts and instruments ot transfer. in accordance herewith.

"n''"'""'", signatory where indicated below and return this letter the following fax number e-mail address:

If you have any questions, please c

SELLER BUYER


• Set forth anv oth.or terms ,,t th1s Transact:on; mcble m this Sectton J spectfic reference to each term. 1f any. in thts Cc1n1irmauon

· includin§' the Stanthrd Terms and C•,1ttdttionsJ that has been modttied tc my manner ~Nhatsuncr lrom the lorm of LST.A

Distrc"cd Trade Con:irmation and/or the LST.\ St;mdard Terms anJ Condiuon; lor Distressed Trade Contirmulion<: tf n1ure space

" :1ceJcJ. ,:llach audutonal pages.

2 of 3

ASSIGNMENT AND ASSUMPTION AGREEMENT

!his Assignment and Assumption set forth below and is entered into by and and Spectr<.Jm Investment Partners LP (the terms defined herein shall have the meanings given to them in the Amended and Res1ated First lien Senior Secured SuperPriority Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the "Credit Agreemenr), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth here1n in full.

For an agreed consideration. the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to aH of the Assignor's rights end obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilitles,letters of credit, LC Deposits and swingline loans) (the ·Assigned Interest"). Such sale and assignment Is without recourse to the Assignor and, except as expressly provtded in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1. Assignor:

2. Assignee:

3. Borrower(s):

4. Administrative Agent


NY440406.11153-03372


Allied Holdings, Inc., Allied Systems, L m (L.P.)


The $265,000,000.00 Credit Agreement dated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (L.P.) {"Systems"), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, The CIT Group/Business Credit, Inc .• as Administrative Agent and Collateral Agent and the other agents parties thereto


1\ggregate Amount of Commitment/Loans/LC

Facility Assigned Deposits for all Lenders

Synthetic LC

Commitmet1t

Term Loan

Effective Date:

NY 440406.1/153·03372

USD 50,000,000.00

USD 178,200,000.00

2

Amount of Comm itmet"lt/Loans/LC

Deposits Assigned

Percentage Assigned of Commilr.1ent/Loans/LC

Deoosits

7. Notice and Wire Instructions:


Primary Contact: Spectrum Investment Partners LP

,,..,#•mA1nl LLC

Secondary Contact; Spectrum Investment Partners LP

3 NY 440406.1/153-03372

Wire -Bank: ABA No.: Acct. No.: Acct. Name: L.P. Attention: Reference:

NY440406.1/153-03372

4

Wire Instructions: Spectrum Investment Partners LP

Bank Name: JPMorgan Chase Bank, NA Bank Address: 1166 Avenue of the Americas- 21" Floor

New York. NY 10036 Bank Contact Erma McPherson

Telephone (212) 899-1393 Facsimile (212} 899-2914

ABA#: AccountNam Account No.: Reference:

- •J.: • - stment Partners L.P

"' . ... . . Synthetic LC/Allied Holdings

The terms set forth in this Assignment are hereby agreed to:

5 NY440406.11153..()3372

ASSIGNOR

SPECTRUM INVESTMENT PARTNERS LP, as Assignee


The terms set forth in th1s Assignment are hereby agreed to

5 NY 440406.11153-03372

ASSIGNOR

By:--,--------------Name: Title:

ASSIGNEE


By: Spectrum Group Management LLC. as General Partner

Consented to and Acceoted:

THE CIT GROUP /BUSINESS CREDIT, INC., as Administrative Agent

~~ By:

Name:

Title: Assistant Vice President

Consented to:


By:

Name:

Title:

ALLIED SYSTEMS, LTD (L.P.)

By:

Name:

Title:

6 NY 440406. 11153-03372

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

l.l Assignor. The Assignor (a) represents and warrants that {i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined herein), warranties or representations made in or in connection with any Credit Document. (il) lhe execuUon, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein coUectively the "Credit Documents"), or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has fuU power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (II) it meets al requirements of an Bigible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest. shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. duly completed and executed by the Assignee; and (b) agrees that (i) it will. independently and without reliance on the Administrative Agent. the Assignor or any other Lender, and based on such cocuments and infonnatlon as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it win perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender •

.., Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon 'Jy the Assignor and the Assignee with respect to aH unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shaft be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC Deposits, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

7 NY 440406.1/153-03372

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one Instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shalt be effective as delivery or a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with. the internal laws of the Stale of New York without regard to conflict of laws principles thereof.

s NY440406.1/153-03372


From: Seller Name: Contact Person: Pl'loneNo: Fax No: Email:

LSTA-TRADE CONFIRMATION


~sed to confirm the following transaction, subject to the Standard Terms and Conditions for --.rrade Confirmat1ons (the ·standard Terms and Conditions") published by The loan

Syndications and Trading Association®, Inc. (the "LSTA") as of December 1, 2006, 1 which Standard Terms and Conditions are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the parties and specifically set forth in the "Trade Specific Other Terms of Trade" section below. Capitalized terms used and not defined in this Conffnmation shall have the respective meanings ascribed thereto in the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

SPECTRUM INVESTMENT PARTNERSLP 3

0 Principal

This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2007, is entered into by and among ALLIED HOLDINGS, INC., a Georg1a corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below)("Holdings"), ALLIED SYSTEMS. LTD. (LP.), a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code ("Systems· and, together with Holdings, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS, as Subsidiary Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS l.P. ("GSCP"), as Syndication Agent (in such capacity, "Syndication Agenr). and THE CIT GAOUPIBUSINESS CREDIT, INC. ("CIT"}, as Admimstrative Agent (together with its

'The Standard Terms and Conditions are available on the LSTA website at http://www.lsta.org. 2 Designate specific funds, if any. and allocations Within T+ 1 (this may be done on separate trade confirmations); identify

ERISA counterparties. 3 Designata specific funds, 11 any, and allocations Within T + 1 (this may be done on separate trade confirmations); 'dentify

ERISA counterparties.

' tf multiple borrowers, specify the entity that is named as the first boiTOwer under the Crecfl Agreement. 5 Specify amount at Debt to be transferred or, in the case of Debt subject to funher funding obligations (as in revolving

credit or letter of credit facW!ies), specify amount of total exposure to be transferred, both funded and unfunded. 5 Speclty whether the type of Debt is term. revolving, fetter of credit (if stand-alone), claim amount or other. 7 Specify Credit Agreement designation or the facility Uul,.. tranche). Specify multi currency component, if any.

1 of3

Borrower:

Form Of Purchase:

Purchase Amount! Type Of Debt:

Purchase Rate:

Ace rued Interest:

CredU Documentation to be provided:


Trade Specific other Terms of Trade8

.:

Subject to:

perm1tted successors in such capacity, "Administrative Agent") and as Collateral Agent (together with :ts perm1tted s:;ccessor in such capac1ty, ·collateral Agent").

;

Allied Holdings, Inc and Amed Systems, Ltd. (l.P.) '

0 Assignment

-~ ~

Term Loan

Letter of Credit


0No

TERM LOAN

SYNTHETIC LC

CUSIP N""Urii'ber

0 FOR THIS TRADE ONLY, seller shall pay no more than a total of one-half of one ass1gnment fee for transactions (specified in this or any other Confirmation) allocated by an mvestrnent manager or advisor to multiple funds or accounts.

Negotiation, execution and delivery of reasonably acceptable ccntracts and instruments of transfer, in accordance herewith.

If you have any questions, please

SELLER BUYER

• Set forth any other terms of this Transaction; include in this Section a specific reference to each term. if any, in this Conftrmation

!includlng the St.anruud Terms and CooJ.itions) that has been modified in any manner wharsoever from the form of I.STA

••• lt'Trade Coniin:ruttion and/or the LSTA Standard Tt'7I!ls and Conditions io rade Confu:malions; if more space

is needed, attach addltional page.s.

2 of 3

3 of 3

PURCHASE AND SALE AGREEMENT


THIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans, the Comm1tments (if any) and the other Transferred Rights. in accordance with the terms, conditions and agreements set forth in the Standard Terms. The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement governing the Transaction. With respect to the Transaction, the Parties agree to be bound by the Standard Terms and the Transaction Specific Terms set forth herein.

Trade Date:

Agreement Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Purchase Amount(s):

Tranche(s):



Type of Assignment:



Amended and Restated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (L.P:) {"Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group I Business Credit, Inc., as Administrative Agent and Collateral Agent

Allied Holdings, Inc. and Allied Systems, Ltd. {L.P

{i)

(ii)

(I)

ding principal amount

Settled Without Accrued Interest Trades Flat

LSTA EFFECTIVE DECEMBER 2006 Copyright<& LSTA 2006. All rights reserved.

NY437534.3/153-07942

NY437534.3/153-07942

TRANSACTION SUMMARY

Borrower in Bankruptcy: Yes 0 No~

Delivery of Credit Documents: YesO No (8]

Netting Arrangements: YesO No~

Flip Representations: Yes 01 No [8J

Step-Up Provisions: Yes01 No [8J

Shift Date2: Not Applicable

Transfer Notice: Yes03 No [8J

A. DEFINITIONS

Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 1 of the Standard Terms. as supplemented by Section A of the Transaction Specific Terms and as otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement and not otherw1se defined in this Agreement shall have the same meanings in this Agreement as in the Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the Agreement," "this Agreement," "herein." "hereunder" or "hereof' shall be deemed a reference to this Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard Terms, the Transaction Specific Terms shall govern and control.

In this Agreement:

"Agent" means The CIT Group I Business Credit, Inc .• as Administrative Agent.

"Assignmenr. means the Assignment and Assumption Agreement that is in the form specified· in th.e Credit Agreement for an assignment of the Loans and Commitments (if any) and any Require<LConsents· to such assignment. , ,,

"Bankruptcy Case" select one: , (81 none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re -----· No. ____ _.

"Bankruptcy Court" select one:

1 The Parties cannot specify "Yes· to both "Flip Representations" and "Step-Up Provisions" unless they set forth appropriate modifications in Section H. Neither "Flip Representations· nor "Step-Up Provisions• applies to original assignments. 2 Specify a Shift Date only if "Yes· is specified opposite "Step-Up Provisions" and if the second box is selected in the definition of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possible

approximation for when the market convention for transferring the Loans and Commitments (if any) shifted from a par/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date, the Parties may refer to published results of an anonymous LSTA poll of disinterested dealers as· to such dealers' views regarding the Shift Date or. if results have not been published with respect to the Credit Agreement, either Party may request in writing that the LSTA endeavor to conduct such a poll. To initiate a poil, send a request that includes the name of Borrower and either the CUSIP number (if available) or the name and date of the Credit Aoreement to the LSTA at [email protected]. The results of such LSTA polls are available to facilitate discussions between the Parties and have no binding effect. 3 "Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transaction Summary.

2

NY437534.3/153-07942

NY437534 3/153-07942

U none. 0 means (the United States Bankruptcy Court for the _____ Distnct of _____ (and, if appropriate. the United States District Court for that District)).

"Bar Date" select one: lS.l not applicable. 0 none has been set. 0 means [specify applicable date, if any].

"Buyer Purchase Price" select one: [81 not applicable. 0 means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting letter (this applies if there are four (4) or more parties involved in the netting arrangement).

"Commitments" select one: 0 none. 0 means Synthetic lC Commitment in the principal amount of $434,782.61. all of which is funded as an LC Deposit.

"Covered Prior Seller" select one: 0 not applicable. 0 means each Prior Seller that transferred the loans and Commitments (if any)~ on or after the Shift Date lhut prior to the date on which 5 transferred such Loans and Commitments (if any)}.

-"Filing Date" select one: 0 none.· 0 means pdentify date on which Borrower filed Bankruptcy Casej.

"Loans" means, collectively, Term Loans in ~rincipal amount Synthetic LC Deposits in the principal amount~

"Netting Letter" select one: r8j not applicable. 0 means that certain Multilateral Netting Agreement in the form currently published by the LST A dated on or as of the Agreement Date among Seller. Buyer [and} [,] Original Buyer[, Penultimate Buyer] and [describe any other parties to the Netting Letter]].

"Original Buyer" select one: 0 not applicable. 0 means (specify original buyer in the netting arrangement].

• If applicable to only a portion of the loans and Commitments (if any), specify the portion that applies. ~. "each Prior Seller that transferred the [Name of applicable Covered Prior Seller) Loans (as defined in Section 1 of the Annex).' 5 Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation basis on or after the Shift Date. 5 The bracketed language applies where the relevant Predecessor Transfer Documents indude a distressed trade that settled after the par/near par trade which settled on or after the Shift Date.

3

NY437534.3/153-07942

NY437534.31153-07942

"Penultimate Buyer" select one: 0 not applicable. 0 none ("none" is applicable 1f there are only three (3) parties involved in the netting arrangement). 0 means ,__ __ __,

"Required Consents" means the consent of the Borrower and the Agent.

"Seller Purchase Price" select one: 0 not applicable. 0 means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter.

"Transfer Fee" means the $0.00 transfer or other similar fee payable to the Agent in connection with the Assignment.

"Unfunded Commitments" means that part of the Commitments that has not been funded in the form of loans, advances, letter of credit disbursements or otherwise under the Credit Agreement, which is in the principal amount of $0.00.

4

NY 43 7534.3/153-07942

NY 437534.3/153-07942


The foilowing specified terms shall apply to the sections referenced in this Section 8:

I Flat Representation Flip Representation I Step-Up Representation

·,

I ! '

' i \ If "No" is specfied OPPOSite ! If "Yes· IS speofied opposite J If "Yes· is specified opposlte , tx:th "Flip Reoresentations·l "Flip Representations· m the I "Step-Up Pro·;,s•ons' •n the j and "Step-Up Provisions· .n Transaction Summary, the Transaction Summary. the , tre Transaction Summary, the

1 following subsections of j following subsections of l following subsections of Section 4 shall apply: , Section 4 shall apoly:

Section 4 shall apply: I Section 4.1(d) ~) Section 4.1(d)(i) Section 4.1(d)(ii)

I Section 4.1(d)(i)

I Section 4.1(e) (Proceedings) i Section 4.1(e){i) Section 4.1(e)(i) Section 4.1(e)(ii)

I !

Section 4.1 (f) (Principal Section 4. 1 (f){i) Section 4.1(f)(ii) Section 4.1(t)(il .A.mounl)

Section 4.1{g) (Future Funding) I Section 4.1(g){i) Section 4.1 (g)(il) Section 4.1(g)(iii)

Section 4.1(h) (Acts and Section 4.1 (h )(i) Section 4.1(h){i) Section 4.1(h)(ii) Omi~ions}

Section 4.1(i) (Performance of Section 4.1 (i)(i) Section 4.1 (i )(i) Section 4.1{i)(ii) Obligations)

Section 4.1(1) (Seta!!) Section 4.1(1)0) ' Section 4.1 (l)(i) Sectioo 4.1(f)(ii) I Section 4.1 (t) (Consents and Section 4.1(t)(i) Section 4.1 (t)(i) Section 4.1(t)(il) Waivers>

Section 4.1(u) (Other Section 4.1 (u)(i) Secbon 4.1(u){i) Section 4.1(u)(ii) Documen~)

Section 4.1 (v) (Proof of Claim\ Section 4.1 (v)(i) Sec!Jon 4.1 (v)(ii) Section 4.1(V)(i)

Section 4.1 (k) (Purchase Price); Netting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1(k) shall be amended in its entirety as follows:

"(k) [intentionally omitted)."7

Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer, as applicable, to add, a comparable representation to the Netting Letter in lieu of this representation.

5

NY 43 7534.3/153-07942

NY 437534.3/153-07942

I I

Section 4.1 (r) (Predecessor Transfer Agreements). 0 Seller acquired the Transferred Rights from Immediate Prior Seller oursuant :o Predecessor Transfer Agreements relating to par/near par loans. 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant :o Predecessor Transfer Agreements relating to distressed loans. 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to both par/near par loans and distressed loans.

Section 4.1 (u) (Other Documents). 0 None. 0 The following:

Section 4.1(v) (Proof of Claim). N/A 0 The Proof of Claim was duly and timely filed. on or prior to the Bar Date, by




C.1 Section 5.1 (n) (Buyer Status). [Specify Buyer's status for purposes of determining Required Consents, minimum assignment amount requirements or Transfer Fee requirements.]

0 Buyer is not a Lender. 0 Buyer is a Lender. [8J Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a Lender.

C.2 If "Yesff is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the Credit Documents from Seller on or prior to the Trade Date.



(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's indemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section 6.1(a) shall not apply).

(ii) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's indemnities contained in Section 6.1(a) shall apply (and the alternate indemnities contained in Section 6.1 (b) shall not apply).

E. SECTION 7 (COSTS AND EXPENSES)

0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price shall be increased by an amount equal to


6

NY437534.3/153-07942

NY 437534.3/153-07942

0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall receive a credit to the Purchase Price equal to

0 one-half thereof. 0 other relevant fraction or percentage, __ . thereof.

0 The Transfer Fee shall be paid and allocated 1n the manner specified in the Netting Letter. 0 The Transfer Fee has been watved by the Agent and, accordingly, no adjustment to the Purchase

Price shall be made in respect thereof. 0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in

respect thereof.

F. SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS}


(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section 8.2(a) shall not apply).

(ii) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section 8.2(b) shall not apply).



Bank Name: JPMorgan Chase Bank, N.A. Bank Address: 1166 Avenue of the Americas- 21 51 Floor


Telephone (212) 899-1393 Facsimile (212) 899-2914

ABA#: Account Name: S£ectrum Investment Partners LP A~oo~N~: _ f Reference: Term Loan and Synthetic LC/AIIied Holdings

Reference:



Primarv Contact: Spectrum Investment Partners LP c/o Spectrum Group Management LLC

7

NY437534.31153-07942

NY 437534.3/153-07942


M!!>ln"'"'"'m'ont LLC


None.

8

NY437534.3/153-07942

NY 437534.3/153-07942

IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase and Sale Agreement by their duly authorized officers or representatives as of the Agreement Date.

NY437534.3/153-07942

NY437534.3!153-07942

SELLER

BUYER


By: Spectrum Group Management LLC. as General Partner

9

IN WITNESS WHEREOF. Se/!er a.-:d Buyer rave executed this Purchase and Sale Agreement by t~eir duly authonzed officers or representatives as of the Agreement Date.

NY437534 3/153-07942

SELLER

By: ________________ _

Name: Titre:

BUYER



By:

8


1. if "Secondary Assignment" is spec1fied opposite "Type of Assignment" in the Transaction Summary, list of Predecessor Transfer Agreements' and principal amount, as of the settlement date with respect thereto, of the portion of the loans and Comm1tments (if any) thereunder assigned hereby for purposes of Section 4.1 (r) and Section 5.1(k)(i) hereof. and designation as to whether such Predecessor Transfer Agreements relate to par/near par loans or distressed loans.

2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1(s) hereof.

Amended and Restated First lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (l.P.) ("Systems"), certain Subsidiaries of Holdings and Systems. as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group I Business Credit, Inc .• as Administrative Agent and Collateral Agent.


N/A


N/A

5. list any exceptions to Section 4.1 (w) (Notice of Impairment).

None.


' List (i) any Predecessor Transfer Agreement to which Seller is a party, (ii) any Predecessor Transfer Agreement of ,:>rior Sellers relating to distressed loans delivered to Seller by Immediate Prior Seller and (iii) any Predecessor Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement described in the preceding clause (ii).

Annex-1

NY 437534.31153-07942


This Assignment and Assumption Agreement (the •Assignment") Is dated as of tile E.ffectlve Date

;!'=: =~~:~~:Sb(;(:,~e:,ee~ Jplfa}L!ed terms used ~uc 1!t~~~~ shaD have lh$ meanings given to them In the Amended and Restated First Lien Senior Seand SUperPriority Oebtor-fl-f'ossession and Exit Credt and Guaranty .Aqeement ldentfied below {as if may be amended, supplernenmd or ollerw!Se modified from time to Ume, the ·credit Agreement"). receipt ol a copy of which is hereby ad:nowlsdged by the Assignee. The Standard Terms and Conditions cat forth In Annex 1 attached h&reto are hereby agreed to and incorporated hereln by reference and made a part ol this Asslgrment as if set forlh herein In fulL

For an agreed consideration. lha Assigner heret:iy irrevocably sells and assi!JlS to the Assignee, and the Ass)gnoe hereby Irrevocably purchases and ass1111es from the Assignor, SUbject to and In accord3'1CG wilh the Standard Terms and Condtior'l$ and the Credit Agreemenl, as of the Effective Date inserted by the Administrative Ageol as contemplated betcw, tile ntere6t in Sl"'d to al of the Assigngr's rlght$ and obligations under the Cledit ~ and any other documents or lns1rl.lrrlwlts deliVered ptmlant thereto that represents 1t1e amoont and percentage interest identified below ol eiJ of the Assignor's outslan!:llng r!glrtS and obllgat!Ms t.a'l<fer the t'e$ptdive fadlllu lderltifted below (incfudlng, to . the ex1ent inctuded ln any such facllilies,l.eltlllrs af credit, LC Deposl!IJ and swingllne loans) (the •Assigned lntel"e$l"). Sueh ~ 8nd assignment is without recotJrSe lo the Assignor and, exx;ept as expressly provided In this Assignment and the Credit Agreement, Wllhout reprosentatlon or warranty by the· Assignor. . ..

1. Assignor:

2. Assignee:

3. Borroww(s):

4. Administratiw Agent:

5. credit Agreement:

NY437540.1/153-07942

NY437540.1f153-C7942

Spectn.m Investment Panners LP

Allied HOkllllgs, fie.. Allied~. LTD (LP.t

The ClT (3roup I Buslnesa Credit, Inc:, · as ·the administrative agent under the Credit Agreement

The $265,000,000.00 Credit Agreement daled as of May 15, 2007 all'Kll\g Allied Holdk'lgs. Inc.. ("Holdings"}. Allied ~s. lid. (LP.) ('Systems"). e&rtaln &J!)sltllarles af HOidlngs and Systems, as Guarantors, the Lenders parties lheretG, Goldman Sachs Ctedlt Parlnera LP.. as Admlnlslrative Agent. Tile CIT GroupJBuW!ess Credit, rnc., aa Admlnlwatlve Agent and Collateral Agent and f1e other agents parlflll 1tlerato

6. Assigned Interest

Aggregate Amount of CommilmenUloansfLC

Fecmty Assigned Deposits for aK Lenders

S'tT\tfl&tic LC

Dlmmilmant

Term Loan

USD 50.000,000.00

USD 178,650,000.00

Effective Data; ~

NY437540.1!153-07942

tN437540.1/153-07lJ42

2

Amoontof CommllmentJtoansii..C

Deposits hslgned

Percentage Assigned of CommitmentlloansllC

Deposits


Spectrtm Investment Partners LP

3 NY437540.1/15~7942

NY 437540. V15J..Q7942

Wre Instructions: L.P.

Sank: ABA. No.: Acct. No.: Acct. Name: L.P. Attention: Kapur Ref&l'eliee:

NY 437540.1115J-07942

NY437540.1/153-07942

4

Instructions: Spedn.Jm Investment Partners LP

Bank Name: JPMorgan Chase Bank, NA Bank Address: 1166 Avenue of 1tte Americas- 21« F100f

New Yon, NY 10036 Bank Contact Erma McPherson

Te~hone(212)~1393 Facsinla(212)699-2914

N3A#: Account Nam~· Investment Partners LP Account No.: Reference: erm Loan aru! Synthetic LC/Ailied

Holdings

The tenns set tor1t1 in !his Assignment are hereby agreed ID:

s NY437540.111~7942

ASSIGNOR

ASSIGNEE

SPECTROM INVES1'lU!NT PARTNERS LP, • .Aaslgnee

By: Speclnm Group Manag60'Winl UC, as General Partnw

< < '


5 NY437540.1/153-01'942

ASSIGNOR

By.~--------------------------Name: Title:

ASSIGNEE

SPECTRUM INVESTMENT PARTNERS LP. as Assignee

By. Spaclrum Group Management Ll.C, as General Partrw


Name:

Title:

S h'l\A.VI \( le.l\1\ r'\11<\.V)

\1, C.:t. f ( l-$ ;~ b Consented to:

ALLIED HOLDINGS. INC.

By:

Name:

Tlile:

ALUED SYSTEMS, LTO (LP.)

Name:

Tltle:

NY43754tl.11153-07942

NY437540.11153-Il7942

6

STANDARD TERMS AND COND1TIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

t. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants 1hat (i) it is lhe legal and beneflc::lal o'Mler oftha Assigteo Interest. (Jl) the Assigned Interest is free and dear of any lien, encumbrance or other l!ldversa claim and (IIi) it has fuU power and autllerlty, and has taken all action necessary, to executa and deliver this Assignment and to c:on$VCIY11ale the transactions contemplated hereby; and (b) assumes no responsibijily with respect to (I} any statements (as defined henm), warranties or representations made 1n or In connection With any credit Document, (B) the execution, legality. validity, enforceability, genuinl!fll'tSS, $Ulf1Clency or value ol the Credit Agreement or any olher lnslri.IT!ent or doa.lrnent delivered pursuant thereto. other than this Assir,Jlment (herein collectively lhe "Credit Documents"), or any collateral thereunder, (Iii) the &anclal condition of the Company, My of iiS SUbsidiarfaa or Affillataa or any otler Perscn obligatad In rasped or any Credit Oocument or (iv) lhe performance or observance by U. Borrower, any of Its SUbsidiaries or Afflllates or any other PtmiOI'I of IW1Y ot flu respecttve cbligatlona under any Credit Document

1.2 Assirple. The Assignee (a) represents and warrants that (I) It has full power and authority, and has taken al action neceaary, to exec::ute and delverlhls Assignment and to c:on:summeie the transacllons c:ontemplated hlll'fll)y and to become a Lander under the CredlAgnJement.- (B) It rneets. all requirements of an ElJQible Assignee under the Credit Agreement, (lll) from and 81\'e' lhe Eifectlve Date, it •hall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obllg&Uons ~a Lander thereunder, (lv) It has recotvad a copy of the Cradlt · AGreement and such olt!er docunents and lnfcrmation as It has deemed ~te to ma1<a its. own credit analysis and declsion to enter tnm thl$ Assignment and to purdla. the A$$igned Interest on tho basis of \\fllch it halF made liL1Cb llfl8lyd and decision, and M If lt.Js a Non US lendw, atiadled to ~tte:· · Assigmltll'lt Is eny documentation required to be delivered by It ptnuant to 1\e tanns of the Credt -· Agreement, dUlY compleled and executed by the Assignee; and (bt agrees !hat (I) it wll. lndependsnay and without rellanca on the Administrative AQent, U. As$ignor or any other Lender, and based on such · • documenls and lntormetlon sa It ehall deem appropriate at that time, conlinue to make Its awn credl· ·· decJsions In taking or not taldng action under the Credit Documents, and (II) it Wil pertonn In accordance wilh their terms al of the obllgatlona whic:tt by the terms or the Credit Document& are required to be · -peticrmed by it as a lender.

2. Payments. All payments wlth recpect to tle Asslgnad lntlnsts shall be made on the Effeclive Date as follows!

2.1 With respect to Assigned Interests for Term LOIII\S, unless notice to the conirary Ia osliverad to the Lender from the AdmlnbW'ative Agent, payment to the Assignor by lhe Assignee i1 respect of the Assigned Interest shall inc:ltlde such compensation to lhe Assignor as may be agrMd upon by the Assignor and the Assignee with respect to al unpaid interest wJlic:tt llas aa:rued on the AsslsJled Interest to but excluding the El'fectlve Date. On and aft« the applicable Etfect.ive Date, the Assignee shall be ertitled to reoolve al fntefest paid or payable with respect to the Assigned l.nlere8t. whether such interest acaued before or after the Effective Date.

2.2 With respect to Assigned ln!Qrests for RQVO!vlng Loans and LC CommHments and lC Deposits, from and after lha Effecflve Dale, lhe Adrnlnlllnitive Agent shall make al payments ln respect ci the Assigned Interest (ilC:Judlng payments of prilc{Jal. interest. fees and olher amounts) to the Asclgnor fa anounts which hava accrued to but excklding the Effadlve Date and to lhe Assignee for amounts v.Rllch have acaued frcm and altar ltle EtTective Dale.

7 N¥437540.1/153-07942

NY437540.1h53-07942

3. Geflefaf Provlslons. This Assignment shall be binding upon, and Inure to the benefit of, the par1ies hereto and their respectiYe &tJCCessors and assigns. This Assignment may b& executed in any numb!JI' of COUI"'terparts, wllidl together &hal constitute one insln..rnenL Delivery of an e.xeo.rted counterpart of a signature page of lhls Assignment by le!ecopy shall be affective as delivery of a manually executed counterpart of this Assigmlenl Thl.s Assignment shall be governed by, and construed In accQI'danca with, tile lntemal Jaws of lti& State of New York 'Mthout r&gard to conlliet of laws principles thereof.

NY437540-1/153-07942

NY437S40.1/153-07942

USA

Spectrum SPC II for the account of B Spectrum Investment Partners, L.P. Segregated Portfolio

co JPMorgan FCS Corporation

!3455 Noel Road LB#22 Suite 1150

Dallas. TX 75240 LSA

Institutional Allocation Confirmation

Re: Credit Agreement to be dated on or about May 15, 2007 (the "Credit Agreement") among Allied

Holdings, Inc. and Allied Systems, LTD (L.P.), as Borrower, the lenders party thereto and Goldman Sachs

Credit Partners L.P., as Administrative Agent. Terms not defined in this letter are used as defined in the

Credit Agreement.

Ladies and Gentleman:

We are pleased to confinn your offer to sell, and our agreement to purchase, a(n) Second Lien Term Loan in the

principal amount of USD --~the purchase rate ot-(the "Sold Loan"), which offer and

agreement is irrevocable and shall be effective upon the later of the date hereof and the funding of the Second Lien

Term Loan under the Credit Agreement (the "Funding") and shall be subject to the condition that no material

change to the documentation in respect of the Credit Agreement shall have occurred after the date of this letter and

prior to our purchase of the Sold Loan. We understand that you are making the Sold Loan to the Borrower in

reliance on our agreements herein. We will purchase the Sold Loan within ten (! 0) business days of the Funding, or

within such other period agreed to by the Administrative Agent, by assignment pursuant to the Assignment

Agreement attached as Exhibit to the Credit Agreement.

Our decision to purchase the Sold Loan is based on our independent investigation of the financial condition,

creditworthiness, affairs and status of the Borrower and review of the Credit Agreement as we have deemed

appropriate and not in reliance on you, your affiliates, the Administrative Agent or the Arranger(s). We hereby

acknowledge that (i) any material or information provided to us by you or any of your affiliates is for infonnational

purposes only and without representation or warranty by you or your affiliates and (ii) you have no duty or

responsibility, either initially or on a continuing basis, to provide us with any credit or other information with respect

to the Borrower, whether such information came into your possession before we issued our commitment or at any

time thereafter.

We further acknowledge that (i) the information provided to us relating to the Sold Loan may include material

non-public infonnation concerning the Borrower or any other obligor in respect of the Sold Loan, or the securities

of any such person, (ii) we have developed compliance procedures regarding the use of material non-public

nfonnation and (iii) we will handle any such material non-public infonnation in accordance with applicable law,

including federal and state securities laws.

-

We further acknowledge and agree that we will not solicit any offers to buy or make any offers to sell the Sold Loan

until such time as you declare that (a) the primary allocations in respect of the Credit Agreement have been made

and (b) the Loans are free to trade.

This letter shall be governed by the law of the State of New York. We consent to the jurisdiction and venue of the

state and federal courts in the county of New York and agree to service of process in connection with any dispute

hereunder if sent to us by registered mail at the address specified in our Administrative Questionnaire. Our

acknowledgements and agreements set forth in the three preceding paragraphs are for your benetit and for the

bene tit of the Administrative Agent and the Arranger(s).

Delivery of an executed signature page of this letter by telecopy, telefax, email attachment or other means of

electronic transmission. and the use of electronic signatures and the keeping of records in electronic form, shall be

granted the same legal effect. validity and enforceability as manual delivery, signature or paper-based record

keeping (as the case may be).

The undersigned is executing and delivering this letter pursuant to due authorization.

Acknowledged and Agreed:

By:

Title: Authorized Signatory

LSTA Mav 2C05

Very truly yours,

Spectrum SPC II for the account of B Spectrum

Investment Partners, L.P. Segregated Portfolio

By:

- P3ge 2 ofJ

LSTA ~lay 2005 - Page 3 of3

LSTA E CONFI&\1ATION

Tv: Spectrum Investment Partners, L.P .

. -Wention:

Phone No.:

From:

Phone No.: Fax No.: Email:

Date: 1011712008

W leased to confirm the following transaction, subject to the Standard Terms and Conditions for ade Confirmations (the ··standard Terms and Conditions") published by The

Loan Syndicatl n g Association, Inc.•l9 (the "LSTA") as of December I, 2006, which Standard

Terms and Conditions are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the parties and specifically set forth in the "Trade Specific Other Terms of Trade"

section below. The parties hereto agree lo submit any dispute as to the reasonableness of a buy-in or sell-out price to binding arbitration in accordance with the LSTA "Rules Governing Arbitration Between Loan Traders

With Regard to Failed Trades" in existence on the Trade Date, and to comply with any award or decision issued in connection w1th such an arbitration proceeding. Capitalized terms used and not defined in this Contirmation

have the respective meanings ascribed thereto in the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Form of Purchase:

10110/2008

0 Principal 0 Agent

Spectrum Investment Partners, L.P. 0 Principal 0 Agent

SENOND LIEN SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND

EXIT CREDIT AND GUARANTY AGREEMENT, dated as of May 15,2007 among

ALLIED HOLDINGS, INC., ALLIED SYSTEMS, LTD. (L.P.), the Lenders party

thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS, L.P., as

Administrative Agent


Assignment

cSTA EFFECTIVE DECE\lBE.R 2006 Copyrig'rt;;; LSTA :oo6 All rights reserved.

Purchase Amount/ Type of Debt:

I

'

Purchase, Amount

Im!l..!!L Facility CUSIP

I Debt 'lumber

L:s~ Term

Purchase Rate: -Cp Front Fees: (if any}:

Second Lien Term Loan None



No


Second Lien Term Loan


Please provide. the sig~ature of a duly authorized officer or other signatory where indicated below and return this letter to the-attention of Aarti Patel at ClearPar at the following fax number (646)453-2870 or email address: [email protected] lfyou have any questions. please contact Aarti Patel at (845)639-4816.

By:

Name:

Title:

Spectrum Investment Partners, L.P. By: Spectrum Group Management LLC, as General Partner

By:

Name:

Title:

I

50392000 I P:1.ge 1 of 1

LSTA EffECTIVE DECEMBER 2006 C>ovnght Q LST-\ 2006 ,\llnghts rese:ved.


This Assignment and

is ~ntcred into by and between (the "Assignor") and Spectrum SPC !I for the account

of 8 Spectrum Investment Partners, L.P. Segregated Portfolio (the ''Assignee''). Capitalized terms used but not de tined

herein shall have the meanings given to them in the Second Lien Senior Secured Super-Priority Debtor-in-Possession and

Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from

time to time, the "Credit Agreement"). receipt of a copy of which is hereby acknowledged by the Assignee. The Standard

T~rms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and

made a part of this Assignment as if set forth herein in full.

For an agreed consideration. the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee

hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and

Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated

below. the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other

documents or instruments delivered pursuant thereto that represents the amount and percentage interest identiiied below of

all of the Assignor's outstanding rights and obligations under the respective facilities identified below (the "Assigned

Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this

Assignment and the Credit Agreement, without representation or warranty by the Assignor.

I. Assignor:

Assignee:

3. 8orrower(s):



Spe(..'trum SPC II for the account ofB Spectrum Investment Partners, L.P.


Allied Holdings, Inc., Allied Systems, L TO (L.P.)

Goldman Sachs Credit Partners L.P., as the administrative agent under the Credit

Agreement

The $50,000,000.00 Credit Agreement dated as of May 23, 2007 among Allied

Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (L.P.) ("Systems"), certain

Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto,

Goldman Sachs Credit Partners L.P., as Administrative Agent, and the other agents

parties thereto

6. A.ssigned Interest:

Facility Assigned

Aggregate Amount of

Commitment-Loans for all

Lenders

Second Lien Term Loan USD 50,000,000.00

Etlcctive Date: May 31, 2007


'.latices:

CSA

Phone:

Fax:

Wire Instructions:

Currency:

Bank:

ABA#:

Account#:

Account Name:

FFC:

Attn:

Reference:

Allied Holdings

Bank Loan Ops-Allied

Allied Holdings 2nd Lien (5/07)

Amount of

Commitment/Loans

· • Assigned

USD-

Notices:

Percentage Assigned of

Commitment/Loans


L.P.

Wire Instructions:

Currency: USD

Bank: JPMorgan Chase Bank

ABA#:

Account#:

Account Name: Morgan Stanley & Co B Spectrum

Investment Partners. L.P. Segregated Portfolio

FFC: Attn:

Reference: AI lied Holdings 2nd Lien (5/07)

-

fhe tenns set forth in this Assignment are hereby agreed to:

ASSIGNOR

Assignor

By:

Title: Closer/Agent

ASSIGNEE

SPECTRUM SPC II FOR THE ACCOUNT OF B

SPECTRUM INVESTMENT PARTNERS, L.P.


By:

:-iame:

Title:

' 1


GOLDMA'I SACHS CREDIT PARTNERS L.P., as Administrative

\gent

By:

Name: Jennifer Canu

Title: Associate

Consented to:


By: '1/A

Name:

Title:

ALLIED SYSTEMS. LTD (L.P.)

By: N/A

:\arne:

Title:

STANDARD TERMS AND CONDITIONS FOR ASS!GN\1ENT

AND ASSUMPTION AGREEMENT

I. R<:presentations and Warranties.

ANNEX I

!. J Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned

Interest, ~ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power

:md authority, and has taken all action necessary. to execute and deliver this Assignment and to consummate the

transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as detined herein).

warranties or representations made in or in connection with any Credit Document, (ii) the execution. legality, validity,

enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered

pursuant thereto, otherthan this Assignment (herein collectively the "Credit Documents"), or any collateral thereunder, (iii)

the financial condition of the Company. any of its Subsidiaries or Affiliates or any other Person obligated in respect of any

Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other

Person of any of their respective obligations under any Credit Document.

1 . .2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all

action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to

become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit

Agreement, (iii) from and after the EtTective Date, it shall be bound by the provisions of the Credit Agreement and, to the

extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit

Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and

decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis

and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered

by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it

will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such

documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or

not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations

which by the terms of the Credit Documents are required to be performed by it as a Lender .

.2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as tollows:

2.! Unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by

the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by

the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but

excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest

paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

-'· General Provisions. This Assignment shall be binding upon, and inure to the benetit of, the parties hereto and their

respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall

constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be

dTective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and

construed in accordance with. the internal laws of the State of New York without regard to cont1ict oflaws principles

thereof

1

ASSIGNMENT AND ASSU:VlPTION AGREEMENT

fhis Assignment and Assumption Agreement (the ··Assignment'') is dated as of the Effective Date set forth below and is entered into by and between Spectrum SPC II for the account of B Spectrum Investment Partners. L.P. Segregated Portfolio (the .. Assignor'') and Spectrum Investment Partners. L.P. (the ··Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement identitied below (as it may be amended, supplemented ur othenvise modified from time to time. the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms :md Conditions and the Credit Agreement, as of the EtTective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identitied below (the ''Assigned Interest"). Such sale and assignment IS without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

I. Assignor:

Assignee:

3. Borrower(s):

-tl Administrative Agent:




The Bank of New York Mellon, as the administrative agent under the Credit Agreement

The $50.000.000.00 Credit Agreement dated as of May 23, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems. Ltd. (L.P.) ("Systems"), certain Subsidiaries of Holdings and Systems, as Guarantors. the Lenders parties thereto, THe Bank of New York Mellon as Administrative Agent, (effective July 31 2008 as successor to Goldman Sachs Credit Partners L.P.) and the other agents parties thereto.


facility Assigned


.\ggregate Amount of Commitment:Loans for

all Lenders

uso 30,000,000.00

Effective Date: November 6, 2008


Notices:

Wire Instructions:

Currency: uso Bank: ABA#:

Attn: Reterence: Allied Holdings 2nd Lien (5/07)

Amount of Commitment/Loans

Assigned

USD-

'latices:

Percentage Assigned of Commitment/ Loans


593920 -ilOI

Wire Instructions:

Currency: uso Bank: ABA#: Account#: Account Name: Morgan Stanley & NY FFC: 038-C3181 Spectrum Investment Partners, L.P. Attn: Reference: Allied Holdings 2nd Lien (5/07)


ASSIGNOR

Name:

Title: ._.--

ASSIGNEE

SPECTRUM INVESTME~T PARTNERS, L.P., as

Assignee


By:

Name:

Title:

5Q3920 .l)f}i


THE BANK OF NEW YORK :HELLON, as Administrative Agent

By:

'\ame:

Title:

Robert Hingston

Vice President

Consented to:

ALLIED IIOLDINGS, INC.

By: :"'tA

Name:

Title:


By: :"//A

Nam~::

Title:

50'920 • UOI

STANDARD TERVIS AND CONDITIONS FOR ASSIGNMENT .-\ND ASSUVIPTJON AGREEMENT

l. Representations and Warranties.

l.l Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as detined herein), warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the .. Credit Documents"), or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or ( iv) the performance or observance by the Borrower, any of its Subsidiaries or Affitiates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and bas taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be

performed by it as a Lender.

Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.! Unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor

by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to

but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the

Effective Date.

~cl3920- 001

3. General Provisions. This Assignment shall be binding upon, and inure to the benetit ot~ the parties hereto and

their respective successors and assigns. This Assignment may be executed in any number of counterparts. which

together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by

telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall

be governed by, and construed in accordance with, the internal laws of the State of New York without regard to contlict

of laws principles thereof

593920 001 6


This Assignment and Assumption Agreem e Effective Date set forth below <:~nd is entered into by and between {the "Assignor") and Spectrum Investment Partners LP (the "Assig defined herein shall have the meanings given to them In the Amended and Restated First Lien Senior Secured SuperPrionty Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from time to lime, the ·credit Agreemenr), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration. the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Tenns and Conditions and the Credit Agreement, as of tile Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obfigations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest Identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (inclucllng,.to the extent included in any such facilities, letters of credit, LC Deposits and swingline loans) (the "Assigned· lnteresf'). Such sale and assignment Is without recourse to the Assi9nor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty· by the Assignor.

1. Assignor·.

2. Assignee:

3. Borrower( s ):



NY440635.1/153-03372

.'JY 440635.1/153-03372



The CIT Group I Business Credit, Inc.; -as the administrative agent under the Credit Agreement

The $265.000,000.00 Credit Agreement dated as of May 15, 2007 among Allied Holcllngs, Inc. ("Holdings"), Allied Systems, Ltd. (L.P.) ("Systems"), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto, Goldman Sachs Credit Partners LP ., as Administrative Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto


Aggregate Amount of CommllmentJLoansiLC

Facility Assigned Deposits for all Lenders

Synthetic LC

Commitment

Term loan

Effective Date:

NY440635.1/153-03372

NY440635.1/153-03372

uso 50,000,000.00

uso 178.650,000.00

2

Amount ::>f CommilmentJLoansiLC

Deposits Assigned

Percentage Assigned of Commitmentlloans/LC

Deposits



Primary Contact: Spectrum Investment Partners LP

LLC

Secondary Contact Spectrum lnvestmenl Partners LP

LLC

3 NY440635.1/153-03372

NY440635.1/153-03372

• Instructions:

Bank: ABA No.: Acct. No.: Acct. Name: L.P. Attention: Kapur Reference:

NY440635.1/153-03372

NY440635.1/153-03372

4

Bank Name: JP~.ilorgan Chase Bank, N.A. Bank Address: 1166 Avenue of the Americas- 21" Floor


Telephone (212) 899-1393

-

9-2914 ABA#: Account Nam ent Partners LP Account No.: Reference: e lo ynthe!ic LC/Allied

Holdings

The terms set forth in thts As~ignment are nereby agreed to:

5 NY&40635.1f153·03372

ASSIGNOR

By:-:-:--------------Name: Title:

ASSIGNEE


By: Speclrum Group Management LLC, as General Partner

The terms set forth in this Ass1gnrnent are hereby agreed to:

5 NY440635.11153-03372

NY440635. 11

ASSIGNOR

ASSIGNEE

SPECTRUM INVESTMENT PARTNERS LP, u Assignee

By: Spectrum Group Management UC, as General Partner


THE CIT GROUP I BUSINESS CREDIT, INC., as Administrative Agent

Consented to:


By:

Name:

Title:

ALLIED SYSTEMS, L TO (LP.)

By:

Name:

Title:

6 NY 440635. 1/153-033 72

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (I) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority. and has taken all action necessary. to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined herein), warranties or representations f1'1ade in or in connection with any Credit Document, (ii} !he execution. legality, validity, enforceability, genuineness. sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein colleclively the "Credit Documents"), or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv} the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee {a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to cons4mmate · the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) lt meets all requirements of an Eligible Assignee under the Credit Agreement. (iii) from and after the Effective Date, it shall be boUnd by the provisions of the Credit Agreement and, to the extent of the Assigned: Interest. shall have'the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its;OWfl

credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on lhe···c . basis of which it has made such analysis and decision, and (v) if it iS a Non US Lender, attached-to the· · : · Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit '· · · Agreement, duly completed and executed by the Assignee; and (b) agrees that (I) it will, indepeodently . and without reliance on the Administrative Agent, the Assignor or any other Lender, and based oi1' such documents and information as it shall deem appropriate at that time, continue to make its OWD credl•. decisions in taking or not taking action under the Credit Documents, and (ii) it will perform iA accordance · with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.


2.1 With respect to Assigned Interests forT errn Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revoiving Loans and lC Commitments and LC Deposits, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Dale and to the Assignee for amounts which have accrued from and after the Effective Date.

7 NY440635.1/153-03372

NY440635.11153-03372

3. General Provisions. This Assignment shall be binding upon. and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of thfs Assignment. This Assignment shall be governe<1 by. and constr.Jed in accordance with, the internal laws of the State of New York Without regard to conflict of laws principles thereof.

8 NY440635.1/153-03372

NY440635.1!153-03372

ASSIGNMENT AND !~SSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Assignment") is dated as of the Effective Date set forth below and IS entered ,nto by and betvveen £ [ . a (toe 'Assignor") and Spectrum Investment Partners LP (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings giVen to them in the Amended and Restated First lien Senior Secured SuperPriority Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the ·credit Agreement"), receipt of a copy of which is hereby acknowiedged by the Assignee. The Standard Terms and Conditions set forth in .4nnex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance With the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Cre<lil Agreement and any other documents or instruments delivered pursuant thereto tllat represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent included in any such facilities, letters of credit. LC Deposits and swingline loans) (the ·Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1' ASSignor:

2. Assignee:

3. Borrower( s ):

4. Administrative Agent


NY446470.1/153-03410




Amended and Restated First Lien Secured Super-Priortty Debtor in Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007, as amended and restated as of May 15. 2007 among Allied Holdings, Inc. ('Holdings'), Allied Systems, Ltd. (l.P.} ("Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders parties thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent

6. A.ss1gned Interest:

A.ggregate Amount of Commitmentlloans/LC

Facility Ass1gned Deoosits for all Lenders

Synthetic LC

Commitment

Term Loan

Effective Date:

~JY446470.1/153-03410

USD 50,000.000 00

uso 178.200,000.00

2

Amount of Commitmentlloans/LC

Deposits Assigned

Percentage Assigned of CommJtmenVLoans/LC

Deposits



Primary Contact Spectrum Investment Partners LP

Management LLC


LLC

NY446470.1/153-03410

~~~~~CI!Ons·

Bank: ABA No .. Acct. No.: Acct. Name: l.P. Attention: Reference:

NY448470.11153-03410 4

Wire lnstruct.ons: Spectrum Investment Partners LP

Bank Name: JPMorgan Chase Bank, N.A. Bank Address: ~ 166 Avenue of the Americas- 21st Floor


Telephone (212} 899-1393

ABA#: Famrni%(212) 899-2914 a Account Name: Spectrum Investment Partners LP Account No.: a I b Reference: Term Loan and Synthetic LC/AIIied

Holdings

The terms set fo.1h in thiS Assignment are hereby agreed to:

ASSJGNOR

5 NY446470.11153-03410

The terms set forth >n this Assignment are hereby agreed to:

)

NY446470.1!153-03410

ASSIGNOR

8y:'7.'"" _____________ _

Name: Title:

ASSIGNEE


By: Spoctrum Group Management LLC, as General Partner

By:


THE CIT GROUP I BUSINESS CREDIT. INC., as Administrative Agent

By:

Name:

Title:

Consented to:

AlliED HOLDINGS, INC.

By:

Name:

Title:

ALLIED SYSTEMS, L TO (L..P.)

By:

Name:

Title:

6 NY446470.11153..Q3410

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT ,D.,ND ASSUMPTION AGREEMENT

l . Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial :::wner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or :Jther adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver th1s Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined herein). warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genutneness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectiVely the "Credit Documents'), or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document

1.2 Assignee, The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) if meets all reqUirements of an Eligible Assignee under the Credit Agreement. (iii) from and after the Effective Oate, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned 'nterest, shall have the obligations of a Lender thereunder. (iv) it has received a copy of the Credit Agreement and such other documents and information as il has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which 11 has made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivereo by it pursuant to the terms of the Credit Agreement. duly completed and executed by the Assignee: and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and Information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents. and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credtt Documents are required to be performed by it as a Lender.

2. Payments. All payments wtth respect to the Assigned Interests shall be made on the Effec!ive Date as follows:

2. I With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from the Administrative Agent. payment to the Assignor by the Assignee in respect of the Assigned Interest shall include such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee Wllh respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC ~epostts, from and afler the Effective Date, !he Administrative Agent shall make all payments in respect of the Assigned lrterest (including payments of principal. interes~ fees and other amounts) to the A.ss~gnor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

7 rJY 446470.1/153-03410

3. Gerera1 Provisions. This Assignment shall be binding upon, and mure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpar1 of a signature page of this Ass1gnment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

8 NY446470.1/153-03410

TRADE CONFIRMATION

To: Spectrum SPC II for the account of 8 Spectrum Investment Partners, L.P. Segregated

From:

Date:

Portfolio Jttention:

Phone No.:

~ased to confirm the following transaction. subject to the Standard Terms and

Conditions fo~ Trade Confirmations (the ··standard Terms and Conditions'') published by The

Loan Syndications and Trading Association, lnc.ID (the ··LSTA") as of December I. 2006. which Standard

ferms and Conditions are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the parties and specifically set forth in the" l'rade Specific Other Terms of Trade''

section below. The parties hereto agree to submit any dispute as to the reasonableness of a buy-in or sell-out

price to binding arbitration in accordance with the LST A "Rules Governing Arbitration Between Loan Traders

With Regard to Failed Trades" in existence on the Trade Date. and to comply with any award or decision issued

in connection with such an arbitration proceeding. Capitalized terms used and not detined in this Contirmation

have the respective meanings ascribed thereto in the Standard Terms and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Form of Purchase:

Spectrum SPC II for the account ofB



0 Principal 0 Agent

0 Principal 0 Agent

AMENDED AND RESTATED FIRST LIEN SECURED SUPER-PRIORITY

DEBTOR IN POSSESSION AND EXIT CREDIT A:-.JD GUARANTY

ACiREEMENT. dated as of March 30. 2007. as amended and restated as of May 15.

2007 among ALLIED HOLDlNGS.lNC.. ALLIED SYSTEMS. L TO. (L.P.). the

Lenders party thereto from time to time, and THE CIT GROUPlBCSINESS CREDIT.

INC.. as Administrative Agent

\!lied Holdings. Inc .. Allied Sy>tems. LTD IL.P.l

.\ssignment

i.STA EFECTlVE DECEMBER 2006 Ccp;n;:lu (• LSTA 2006 .~li nghts re.e"ed

Purchase Amount/

T~pe of Debt:

Purchase Rate:

Pu:tchase Tvpe of

~ Debt

USD- Revolver

u Term

= lJp Front Fees: (if any):

Synthetic LC Commitment None

Credit Documentation to he provided:

Trade Specific

Other Terms of Trade:

ferm Loan \lone

I,.

No


Facilitv


Term Loan


Term Loan

CI.ISIP

"'umber

Please provide the signature of a duly authorized officer or other signatory where indicated below and return this letter to the attention of Nareeya Valuriya at ClcarPar at the following fax number (646)453-2870 or email address: [email protected]

If you have any questions. please contact Nareeya Valuriya at ( 845)639-4817.

By:

Tirle:

~ ;t ~ ." ... - ·.: ~ v"' 'I'! -

;;- ~- .. "•'" ~ > ·~ .-:r

..,_.........,.,., .. ~~-· .... -"'- I

LST.-\ EFFECTIVE DECE~1BER c006 ronvn~i>t LSTA cOOo. All n~htsrc;encu


By:

Title:

P2ge 2 of:

LSTA TR~DE CONFIR:VIATION

To: Spectrum SPC II for the account of 8 Spectrum Investment Partners, LP. Se{?regatetl

From:

Date:

Portfolio .-1/tention: Phone ,Yo.:

Phone No.: Fax No.: Email:

~ased to confirm the tollowing transaction. subject to the Standard Terms and Conditions for-Trade Confirmations (the .. Standard Terms and Conditions'') published by The Loan Syndications and Trading Association, lnc . .ID (I he .. LST A") as of December I. 2006, which Standard T crms and Conditions are incorporated herein by reference without any modification whatsoever except as othemise agreed herein by the parties and specifically set forth in the "Trade Specific Other Terms ofTrade'' section below. The parties hereto agree to submit any dispute as to the reasonableness of a buy-in or sell-out price to binding arbitration in accordance with the LST A "Rules Governing Arbitration Between Loan Traders With Regard to Failed Trades" in existence on the Trade Date. and to comply with any award or decision issued in connection with such an arbitration proceeding. Capitalized terms used and not detlned in this Confirmation have the respective meanings ascribed thereto in the Standard Tenns and Conditions.

Trade Date:

Seller:

Buyer:

Credit Agreement:

Borrower:

Form of Purchase:


0 Principal 0 Agent

0 Principal 0 Agent

AMENDED AND RESTATED FIRST LIEN SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT. dated as of !\larch 30. 2007. as amended and restated as of May 15, 2007 among ALUED HOLDINGS, INC.. ALLIED SYSTEMS. L TO. (L.P.). the

Lenders party thereto from time to time. and THE CIT GROUP/BUSINESS CREDIT. INC .. as Administrative Agent

Allied Holdings, Inc .. Allied Systems, LTD (L.P.)

Assignment

LSTA EFFECTlVE DECEMBER ::no6 Cu"o,ndn LST\ 2006 .·\II nuhrs resenec.

Purchase Amount/

Type of Debt:

Purchase Rate:

Up Front Fees: (if any):

Purchase Tvue of

.i!!!..!ll!.!!! 12!!?!

Revoil,er

cso- Tenn

-S} nthetic LC Commitment None

T crm Loan None

Credit Documentation "lo to be provided:



Facility


Term Loan


Term Loan

Ct:SIP

"'umber

Please provide the signature of a duly authorized ot1icer or other signatory where indicated below and return this letter to the attention of Nareeya Valuriya at ClearPar at the to !lowing tax number (646)453-2870 or email address: [email protected] If you have any questions. please contact Nareeya Valuriya at 1845)639-4817.

f icrt ,:: ~ - . . • 'II ,>il<!; •

• ¥ ~'1' •

By: ,.,.-~~ -...

Name:

Title:

LSTA l:FFECTIVE DECEMBER 20tJ6 CJp>nd!t ,,;_ LST.\ 2006. All nghts ~esencd.


By:

~ame:Title:-

. .l.SSIGN\IE~T ,\NO :\SSuMPTION AGREE\1ENT

I his .\ssignmcnt and Assumption as of the Effective Date set forth below .md is entered into by and between ··Assignor .. ) and Spectrum SPC II for the ~;ccount ofB Spectrum Investment Partners. L.P. Segregated Portfolio (the "Assignee"'). Capitalized terms used but

not de tined herein shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below 1 as it may be amended. supplemented or otherwise modified from time to time. the "Credit Agreement"'). receipt of a copy of'Ahich is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby .1greed to and incorporated herein by reterence and made a part of this Assignment as if set forth herein in full.

For an agreed consideration. the Assignor hereby irrevocably sells and assigns to the Assignee. and the Assignee

hereby irrevocably purchases and assumes trom the Assignor. subject to and in accordance with the Standard Terms .wd Conditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as -:ontemplated below. the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and ~my other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identilied below of all of the Assignor's outstanding rights and obligations under the respective facilities identitied below (including, to the extent included in any such facilities. letters of credit, LC Deposits and swingline loans) (the "'Assigned Interest"). Such sale and assignment is without recourse to the Assignor and. except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

I. Assignor:

Assignee:

3. Borrower(s):

-L Administrative Agent:



Allied Holdings, Inc .• Allied Systems, LTD (L.P.)

rhe CIT Group/ Business Credit. Inc., as the administrative agent under the Credit Agreement

The $265.000,000.00 Credit Agreement dated as of May 15, 2007 among Allied Holdings, Inc. ('"Holdings''). Allied Systems, Ltd. (L.P.) ("Systems"), certain

Subsidiaries of Holdings and Systems. as Guarantors, the Lenders parties thereto. Goldman Sachs Credit Partners L.P .. as Administrative Agent. The CIT Group; Business Credit. Inc .. as Administrative Agent and Collateral Agent and the other agents parties thereto

6. i\ssigned Interest:

Synthetic I.C CL)mmitment

Term Loan

Effective Date:

\ggregate Amount of Commitment/Loans, LC Deposits for all Lenders

USlJ 50.000.000.00

LSD 179.100.000.00


Notices:

\Vire Instructions:

Currency: Bank:

ABA#:

Account#: Account Name:

FFC:

Attn: Reterence:

.\mount of

Commitment Loans. LC

Deposits Assigned

Notices:

Percentage A~signed of Commitment;Loans. LC

Deposits


Wire Instructions:

Currency: Bank:

ABA#:

;\ccount #:

Portfolio

USD

Bank

Account Name: \-1organ Stanley & CoB Spectrum Investment Partners. LP. Segregated Portfolio FPC:

A.ttn:

Reference: :\I lied Holdings l st Lien (5·07)

fhe terms set forth in this Assignment are haeby agreed to:

-\SSIG:\OR

.\SSIGNEE

SPECTRtiM SPC II FOR THE ACCOUNT OF B SPECTRUM I:'IIVESTMENT PARTNERS. L.P. SEGREGATED PORTFOLIO, as Assignee

By:

Name:

ritle:


THE CIT GROUP I BUSINESS CREDIT, INC., as.Admiaistrative Ageut

By:

Name: -:f U n.Pv Title: ' 1 7 v' .

Consented to:


By:

Name:

Title:


By:

Name:

Title:

4

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

I. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest. (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the

transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined herein), warranties or representations made in or in connection with any Credit Document. (ii) the execution. legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any

collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any oftheir respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and. to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision. and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent. the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all ofthe obligations which by the tenns ofthe Credit Documents are required to be performed by it as a Lender.


2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender trom

the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include

such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable

Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such interest accrued be tore or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC Deposits. from and after

the Eftective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal. interest. fees and other amounts) to the Assignor for amounts which have accrued to but

excluding the Effective Date and to the Assignee tor amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall

be governed by, and construed in accordance with, the intemallaws of the State of New York without regard to conflict

-

ANNEX I

Llr' la\\s orinciples thereof.

S'-1ectrum SPC II tor the account of B Spectrum Investment Partners. L P. Segregated Porttolio

co JPMorgan FCS Corporation

1.3-+55 :\oel Road LB;::2.2 Suite 1150

Dalbs. rx 75:2-fO L1SA

Institutional Allocation Confirmation

Credit Agreement dated May 15 . .2007 (the ''Credit Agreement") among .-\llied Holdings. Inc. and Allied

Systems. LTD (L.P.). as Borrower. the lenders party thereto and The CIT Group I Business Credit, Inc .. as

.-\dministrative Agent. ferms not detined in this letter are used as defined in the Credit Agreement.

Ladies and Gentleman:

We are pleased to contirm your ot1er to sell. and our agreement to purchase, a(n) Synthetic LC Commitment in the

the purchase rate • and a(n) ferm Loan in the principal

rate llectivcly, the "Sold Loan"), "'hich offer

and agreement is

LC Commitment and Term Loan under the Credit Agreement (the" Funding"). We understand that you are

making the Sold Loan to the Borrower in reliance on our agreements herein. We will purchase the Sold Loan

within ten (I 0) business days of the Funding. or within such other period agreed to by the Administrative Agent. by

assignment pursuant to the Assignment Agreement attached as Exhibit E to the Credit Agreement.

Our decision to purchase the Sold Loan is based on our independent investigation of the financial condition,

creditworthiness, affairs and status of the Borrower and review of the Credit Agreement as we have deemed

appropriate and not in reliance on you, your affiliates. the Administrative Agent or the Arranger(s). We hereby

acknowledge that (i) any material or information provided to us by you or any of your affiliates is for intormational

purposes only and without representation or warranty by you or your aftiliates and (ii) you have no duty or

responsibility, either initially or on a continuing basis. to provide us with any credit or other information with respect

to the Borrower, whether such information came into your possession before we issued our commitment or at any

time thereafter.

We further acknowledge that (i) the information provided to us relating to the Sold Loan may include material

non-public information concerning the Borrower or any other obligor in respect of the Sold Loan. or the securities

of any such person. (ii) we have developed compliance procedures regarding the use of material non-public

infonnation and I iii) we v.ill handle any such material non-public information in accordance with applicable law.

including federal and state securities laws.

LSTA \lav 2005 --

We further acknowledge and agree that we will not solicit :my otters to buy or make an~ otTers to sell the Sold Loan

unril such time as you declare that (a) the primary allocations in respect of the Credit Agreement haH: been made

c~nd ibl the L,Jans are tree to trade.

This letter shall be governed by the law of the State of '\ew York. We consent to the jurisdiction and venue of the

'tare and federal courts in the county ofi\ew York and agree to service of process in connection with any Ji~pute

hereunder if sent to us by registered mail at the address specified in our Administrative Questionnaire. Our

.1cknowledgements and agreements sc:t forth in the three preceding paragraphs are for your benetit and for the

benefit of the Administrative Agent and the Arranger(s).

Delivery of an executed signature page of this letter by telecopy. telefax. email attachment or other means of

electronic transmission, and the use of dectronic signatures and the keeping of records in electronic form. shall be

granted the same legal effect, validity and enforceability as manual delivery, signature or paper-based record

keeping (as the case may be).

The undersigned is executing and delivering this letter pursuant to due authorization.

Acknowledged and Agreed:

By:

r\arne:-.. Title:-

Very truly yours,


Investment Partners, L.P. Segregated Portfolio

!Jy:

Name:-

Title:-

L.S L\ i\·lav 2U05 -

ASSIG'-:MENT .-\ND ASSU'\WTION ACREE\1El\T

as of the Effective Date set forth beiow ,wd is entered into by and Assignor"') and Spe.::trum SPC II for the :1ccount of B Spectrum Investment Partners. L.P. Segregated Portfolio (the ";\ssignee" ). Capitalized terms used but not detined herein shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement identitied below (as it may be amended. supplemented or otherwise modi tied from time to time, the .. Credit Agreement'"). receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Tcrtns and Conditions set forth in Annex l attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration. the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as contemplated below. the interest in and to all ofthe Assignor's rights and obligations under the Credit Agreement and :.my other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identitied below of all of the Assignor's outstanding rights and obligations under the respective facilities identified helow (including. to the extent included in any such tacilities.letters of credit. LC Deposits and swingline loans) (the .. Assigned Interest'"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement. without representation or warranty by the Assignor.

I. Assignor:

Assignee:

3. Borrowcr(s):

-L Administrative Agent:


Spectrum SPC II for the account ofB Spectrum Investment Partners. L.P. Segregated Portio! io


The CIT Group I Business Credit. Inc .. as the administrative agent under the Credit Agreement

The $265.000,000.00 Credit Agreement dated as of May 15, 2007 among Allied Holdings. Inc. ("!loldings''), Allied Systems. Ltd. (L.P.) ('"Systems'"). certain Subsidiaries of Holdings and Systems, as Guarantors. the Lenders parties thereto. Goldman Sachs Credit Partners L.P .. as Administrative Agent. The CIT Group; Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto

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6. .\ssigned Interest:

F:1cility Assigned


Term Loan

Effective Date:

.\ggregate Amount of CvmmitmentJ Loans, LC Deposit~ tor all Lenders

USD 50.000.000.00

LSD !79.1 00,000.00

; . Notice and Wire Instructions:

Notices:

Account#: Account Name: FFC: ,\ttn: Reference:

.\mount of Commitment' Loans' LC

Deposits Assigned

Notices:

Percentage Assigned of Commitment Loans LC

Deposits

Spectrum SPC II for the account of B Spectrum I L.P. Portfolio

Wire Instructions:

Currency: USD Bank: J P:Ytorgan Chase Bank ABA#: Account#: Account Name: & Co B Spectrum

Investment Partners. L.P. Segregated Portfolio FFC: Attn: Reference: Allied Holdings lst Lien (5/07)

fhe terms set forth in this Assignment are hereby agreed to:

ASSIG~OR

ASSIGNEE

SPECTRI.M SPC II FOR THE ACCOUNT OF B

SPECTRU\1 INVESTMENT PARTNERS, LP.


lly:

fitle:


THE CIT GROUP I BUSINESS CREDIT, INC., as Admia.istrative Agent

Name: -:::r · Dc·YI. Title: V',?.

Consented to:


By:

Name:

Title:


By:

Name:

Title:

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SL\NDARD TERMS AND CONDITIONS FOR ASSIG\:l\IENT .\NO ASSL'MPTION AGREEMENT

l. R-::prcscntarions and Warranties.

1.1 Assignor. !he Assignor (a) represents and vvarrants that (i) it is the legal and beneficial owner of the Assigned

Interest, tii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full

power and authority. and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby: and (b) assumes no responsibility with respect to 1i) any statements {as detined

herein). warranties or representations made in or in connection v>ith any Credit Document. (ii) the execution, legality.

validity, enforceability. genuineness. sufticiency or value of the Credit Agreement or any other instrument or Jocument delivered pursuant thereto, other than this Assignment (herein collectively the "'Credit Documents"), or any

collateral thereunder. (iii) the financial condition of the Company. any of its Subsidiaries or Affiliates or any other

Person obligated in respect of any Credit Document or (i'v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

I .2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority. and has taken all

action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement. (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement. (iii) !rom and after the Effective Date. it shall be bound by the provisions of the Credit Agreement and. to

the extent of the Assigned Interest, shall have the obligations of a Lender thereunder. (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has

made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement. duly completed and executed by the

:\ssignee: and (b) agrees that (i) it will. independently and without reliance on the Administrative Agent. the i\ssignor or any other Lender. and based on such documents and information as it shall deem appropriate at that time, continue

to make its own credit decisions in taking or not taking action under the Credit Documents. and ( ii) it will pertorm in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be

pertormed by it as a Lender.

Payments. All payments with respect to the Assigned interests shall be made on the Effective Date as follows:

2.1 With respect to Assigned Interests for Term Loans. unless notice to the contrary is delivered to the Lender from

the Administrative Agent. payment to the Assignor by the Assignee in respect of the Assigned Interest shall include

such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned Interest to but excluding the Etfective Date. On and after the applicable

Effective Date. the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest,

whether such interest accrued before or after the Effective Date.

2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC Deposits. from and after

the Effective Date. the Administrative Agent shall make all payments in respect of the Assigned Interest (including

payments of principal. interest. fees and other amounts) to the Assignor for amounts which have accrued to but

excluding the Effective Date and to the Assignee for amounts which have accrued from and after the EtTective Date.

3. Cleneral Provisions. This Assignment shall be binding upon. and inure to the benetit ot: the parties hereto and

their respective successors and assigns. This Assignment may be executed in any number of counterparts. v.hich

rogether shall constitute one instrument. Delivery of an executed counterpart of a signature page ofthis Assignment by

tdecopy shall be effective as deli'very ora manually executed counterpart of this Assignment. This Assignment shall

be governed by. and construed in accordance with. the internal laws ofthe State of New York without regard to contlict

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of laws principles thereof

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