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
t h U . ~
Notary Public &
~ E R
EXHIBIT A
LSTA TRADE CONFIRMATION
To:
From:
Date:
~ e d 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
Synthetic LC Commitment
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: a.arti.patel@fuis.com
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
~ a n d 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
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
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 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 onlew York without regard to conflict
-
ANNEX l
of laws principles thereof.
llll4tll Jii j,JtqUj,j If t !.10!11 llfi'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
Yes0
1
Shift Oate
2
:
Yes0
3
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 d e a l e ~ 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: Secton 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
NY0402.3/153-03372
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).
1
1i) 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
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- 21t 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
Management LLC
6
NY 440402.3/153-03372
Secondary Contact:
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
By: Spectrum Group Management LLC, as General
Partner
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
Partner
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
~ a s e d 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:
to be provided:
LST A Standard
Trade Specific
Other Terms of Trade
8
.:
Subject to:
pemntted successors 1n sucr1 capac1ty. "Adr'ilrHstrat:ve ar1u a:;
Co! lateral Agent (together 'Nilh :ts permitted successor 1n sucn
capac1ty, Agent").
Allied Ho:d1ngs, Inc and A!l1ed Systems, Ud. (L.P.)
0 Assignment
Purchase
..,..
-
Type
Debt
Term Loan
Letter of
Cred1t
0 Settled Without Accrued Interest
2l No
Facility
7
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 fr.111 , ...u:t!on: u:clude :n th1o... Sccuon a to t'ac:, term. tf any. ;n thl' C:
, 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
2 or 3
~
1
ur J
PURCHASEANDSALEAGRE
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
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):
Treatment:
Type of Assignment:
Borrower in Bankruptcy:
Delivery of Credit Documents:
Amended and Restated First Lien Secured
{"Holdings"), Allied Systems, Ltd. (L.P.)
Partners L.P., as Syndication Agent, The CIT
Allied Holdings, Inc. and Allied Systems. ltd.
(L.P.)
(i}
(ii)
N/A
0 Trades Flat
0 Secondary Assignment
YesO No [BJ
LST A EFFECTIVE DECEMBER 2006 Copyright iQ LSTA 2006. All rights reserved.

Netting Arrangements:
Flip Representations:
Step-Up Provisions:
Transfer Notice:
A. DEFINITIONS
TRANSACTION SUMMARY
Yes0 N o ~
Yes0
1
N o ~
Yes0
1
N o ~
Shift Date
2
:
Yes0
3
Not Applicable
N o ~
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
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.
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
0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter
"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.
4
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
0 not applicable.
in the outstanding principal amount o ~ d LC
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]].
0 not applicable.
0 means [specify original buyer in the netting arrangement].
[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
6
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
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
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
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.
Transfer Agreements relating to both parinear par loans and distressed loans.
0 None.
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.
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 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
Section 6.1 (Seller's lndemnities); Step:Up Indemnities.
(i) If "Yes is specified opposite "Step-Up Provisions in the Transaction Summary, Seller's
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
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
0 one-half thereof.
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
(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
Bank Address: 1166 Avenue of the Americas- 21
51
Floor
New York, NY 10036
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:
c/o LLC
NY 446468.1 i 153-0341 0
6
Secondary Contact:
,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
Partner
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.
~ J Y 446468. 1/153-03410
SELLER
By:-:-:----------------
Name:
Title:
BUYER
Partner
By
8
1. If secondary Assignment" is specified opposite "Type of Assignment" in the Transaction
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.
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:
From: Seller Name:
Contact Person:
Phone No:
Fax No:
Email:
~ a s e d 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:
SPECTRUM INVESTMENT
PARTNERS LP
3
0 Principal
0 Principal
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
Code ("Systems" and, together with Holdings, the "Borrowers"),
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 oblganons (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 Amount/
Type Of Debt:
Purchase Rate:
Accrued Interest:
to be provided:
LST A Standard
Trade Specific
8
:
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'{ include Jn Ihi'> (rcclfic r;;fcn.:lCC t0 C::i::h t'1111. i:' ,111\. !11
:ncludinc :he Standard Terms and Condi:rons) that has been mndrfied rn anv mcrnner 'Ah:usoner from the torm nf LST-\
-Trade Confirmation andlor the LSTA St;mdard Term< Cnndiuon< 1 lrnde Cuntirm;ll!nns: if :trore
s needed. o.dditionJl
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 inevocably 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
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:
-:s-.
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.
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 ~ x e c u t e d 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
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
Purchase and Sale Agreement govermng the Transaction. With respect to the Transaction, the Parties
Trade Date:
Agreement Date:
Seller:
Buyer:
Credit Agreement:
Borrower:
Purchase Amount(s):
Tranche(s):
Treatment:
Type of Assignment:
Amended and Restated First Lien Secured .
Super-Priority Debtor in PossessiQn and Exit
("Holdings"), Allied Systems, Ltd. (l.P:)
(L.P.)
(i)
(ii)
(i)
(ii)
N/A
I2J Settled Without Accrued Interest
0 Trades Flat
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
StepUp Provisions: Yes 0
1
No [8)
Shift Date
2
: Not Applicable
Transfer Notice: Yes0
3
No [8)
A. DEFINITIONS
1 of the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as
and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the
Agreement," "this Agreement," "herein," "hereunder" or "hereof' shall be deemed a reference to this
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.
Borrower is a debtor, In re , No. ____ __..
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
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
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 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
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.
4
Date pnor to the date on which
5
any)}.
"Filing Date" select one:
0 none.
0 means (identify date on which Borrower filed Bankruptcy Case}.
"Loans" means, collectively, Term Loans in amount of
Synthetic LC Deposits in the principal amount of--
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].
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
5
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
~ 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.
loans, advances, letter of credit disbursements or otherwise under the Credit Agreement, which is in the
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 SteeUe 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
!
' '"' '"''"M'. '" I
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:
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)
"(k) [intentionally omitted]."
7
7
Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer. as applicable, to add, a
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
(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
Transfer Agreements relating to both par/near par loans and distressed loans.
0 None.
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 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
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
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
0 one-half thereof.
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
: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)
covenants contained in Section 8.2(b) shall apply (and the altemate covenants contatned in Section
(ii) If "Non is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
F.2 Section 8.4 (Wire Instructions}.
Bank Address: 1166 Avenue of the Americas- 21st Floor
New York, NY 10036
Telephone (212) 899-1393

ABA#: .......
Account 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:
c/o Spectrum Group Management LLC
7
NY440633.1/153-03372
NY440633.1/153-03372
Secondary Contact:
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
~ h e i r duly authorized officers or representatives as of the Agreement Date.
NY440533.111C3-03372
NY440633.11
SELLER
By:
BUYER
Partner
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
Partner
8
1. If "Secondary Assignment" is specifred opposite "Type of Assignment" rn the Transaction
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
Annex-1
NY440633.1/153-03372
LSTA-TRADE CONFIRMATION
To: Buyer Name:
Contact Person:
Phone No:
Fax No:
From: Seller Name:
Contact Person:
Phone No:
Fax No:
Email:
j We are 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
Trade Date:
Seller:
Buyer:
Credit Agreement:
SPECTRUM INVESTMENT
PARTNERS LP
3
0 Principal
0 Principal
2007, is entered into by and among ALLIED HOLDINGS. INC., a
Georgia corporation and a debtor and debtor in possess1on under
ALLIED SYSTEMS, L TO. (l. P.), a Georgia limited partnership and a
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 eJolving
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 if any.
I of 3
Borrower:
Form Of Purchase:
Purchase Amount/
Type Of Debt:
Purchase Rate:
Accrued Interest:
to be provided:
LST A Standard
Trade Specific
8
:
Subject to:
Guarantors. t:<e Lenders pany hccto tom :;me to ttme. GOLDMAN
SACHS CREDIT PARTNERS L.P .. "GSCP"). as Syndication Agent (In
3UCn capact:y, "Syndication Agent";. and THE CT GROUPBUSINESS
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
Debt
Term Loan
Letter of
Credit
0 No
Facility
7
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
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 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 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 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 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
1\ggregate Amount of
Commitment/Loans/LC
Facility Assigned Deposits for all Lenders
Synthetic LC
Commitmet1t
Term Loan
Effective Date:
NY 440406.1/15303372
USD 50,000,000.00
USD 178,200,000.00
2
Amount of
Comm itmet"lt/Loans/LC
Deposits Assigned
Commilr.1ent/Loans/LC
Deoosits
7. Notice and Wire Instructions:
Primary Contact:
,,..,#mA1nl LLC
Secondary Contact;
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
Partner
The terms set forth in th1s Assignment are hereby agreed to
5
NY 440406.11153-03372
ASSIGNOR
By:--,--------------
Name:
Title:
ASSIGNEE
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
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
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
To: Buyer Name:
Contact Person:
Phone No:
Fax No:
From: Seller Name:
Contact Person:
Pl'loneNo:
Fax No:
Email:
LSTA-TRADE CONFIRMATION
~ s e d 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
Trade Date:
Seller:
Buyer:
Credit Agreement:
SPECTRUM INVESTMENT
PARTNERSLP
3
0 Principal
2007, is entered into by and among ALLIED HOLDINGS, INC., a
Georg1a corporation and a debtor and debtor in possession under
ALLIED SYSTEMS. LTD. (LP.), a Georgia limited partnership and a
Code ("Systems and, together with Holdings, the "Borrowers"),
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:
LST A Standard
Trade Specific
other Terms of Trade
8
.:
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
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
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
Purchase and Sale Agreement governing the Transaction. With respect to the Transaction, the Parties
Trade Date:
Agreement Date:
Seller:
Buyer:
Credit Agreement:
Borrower:
Purchase Amount(s):
Tranche(s):
Treatment:
Type of Assignment:
Amended and Restated First Lien Secured
("Holdings"), Allied Systems, Ltd. (L.P:)
{"Systems"), certain Subsidiaries of Holdings
{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 N o ~
Delivery of Credit Documents: YesO No (8]
Netting Arrangements: YesO N o ~
Flip Representations: Yes 0
1
No [8J
Step-Up Provisions: Yes0
1
No [8J
Shift Date
2
: Not Applicable
Transfer Notice: Yes0
3
No [8J
A. DEFINITIONS
1 of the Standard Terms. as supplemented by Section A of the Transaction Specific Terms and as
and not otherw1se defined in this Agreement shall have the same meanings in this Agreement as in the
Agreement," "this Agreement," "herein." "hereunder" or "hereof' shall be deemed a reference to this
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.
Borrower is a debtor, In re ----- No. ____ _.
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
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 lstashiftsfajepolls@lsta.ora. The results of such LSTA polls are available to facilitate discussions between
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 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
0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting letter
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 on or after the Shift
Date lhut prior to the date on which
5
any)}.
-"Filing Date" select one:
0 none.
0 means pdentify date on which Borrower filed Bankruptcy Casej.
"Loans" means, collectively, Term Loans in amount
Synthetic LC Deposits in the principal
r8j not applicable.
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]].
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
5
The bracketed language applies where the relevant Predecessor Transfer Documents indude a distressed trade
3
NY437534.3/153-07942
NY437534.31153-07942
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.
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.
loans, advances, letter of credit disbursements or otherwise under the Credit Agreement, which is in the
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 Reoresentationsl "Flip Representations m the I "Step-Up Pro;,sons' 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)

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)

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)
"(k) [intentionally omitted)."
7
Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer, as applicable, to add, a
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
0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant :o Predecessor
Transfer Agreements relating to distressed loans.
Transfer Agreements relating to both par/near par loans and distressed loans.
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 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
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
0 one-half thereof.
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
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}
covenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section
Bank Address: 1166 Avenue of the Americas- 21
51
Floor
New York, NY 10036
Telephone (212) 899-1393
Facsimile (212) 899-2914
ABA#:
Account Name: Sectrum Investment Partners LP
A ~ o o ~ N ~ : _ f
Reference: Term Loan and Synthetic LC/AIIied Holdings
Reference:
Primarv Contact:
c/o Spectrum Group Management LLC
7
NY437534.31153-07942
NY 437534.3/153-07942
Secondary Contact:
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 ~ e i r duly authonzed officers or representatives as of the Agreement Date.
NY437534 3/153-07942
SELLER
By: ________________ _
Name:
Titre:
BUYER
Partner
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
Annex-1
NY 437534.31153-07942
This Assignment and Assumption Agreement (the Assignment") Is dated as of tile E.ffectlve Date
;!'=: Jplfa}L!ed terms used

shaD have lh$ meanings given to them In the Amended and Restated First Lien Senior Seand SUper-
Priority 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.. LTD (LP.t
The ClT (3roup I Buslnesa Credit, Inc:, as the
The $265,000,000.00 Credit Agreement daled as of May
15, 2007 all'Kll\g Allied Holdk'lgs. Inc.. ("Holdings"}. Allied
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
CommitmentlloansllC
Deposits
Spectrtm Investment Partners LP
3

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

Facsinla(212)699-2914
N3A#:
Account 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

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
B y . ~ - - - - - - - - - - - - - - - - - - - - - - - - - -
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
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, $Ulf1Clency or value ol the Credit Agreement or any olher lnslri.IT!ent or doa.lrnent delivered
pursuant thereto. other than this Assir,Jlment (herein collectively lhe "Credit Documents"), or any collateral
thereunder, (Iii) the &anclal condition of the Company, My of iiS SUbsidiarfaa or Affillataa or any otler
Perscn obligatad In rasped or any Credit Oocument or (iv) lhe performance or observance by U.
Borrower, any of Its SUbsidiaries or Afflllates or any other PtmiOI'I of IW1Y ot flu respecttve cbligatlona
under any Credit Document
1.2 Assirple. The Assignee (a) represents and warrants that (I) It has full power and
authority, and has taken al action neceaary, to exec::ute and delverlhls Assignment and to c:on:summeie
the transacllons c:ontemplated hlll'fll)y and to become a Lander under the CredlAgnJement.- (B) It rneets.
all requirements of an ElJQible Assignee under the Credit Agreement, (lll) from and 81\'e' lhe Eifectlve
Date, it hall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, shall have the obllg&Uons ~ a Lander thereunder, (lv) It has recotvad a copy of the Cradlt
AGreement and such olt!er docunents and lnfcrmation as It has deemed ~ t e to ma1<a its. own
credit analysis and declsion to enter tnm thl$ 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 ~ t t e :
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
N437540.1/153-07942
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 - - ~ t h e 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 ~ l a y 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
Term
Purchase Rate:
-
Cp Front Fees:
(if any}:
Second Lien Term Loan None
to be provided:
Trade Specific
No
Second Lien Term Loan
Please provide. the 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: aarti.patel@fnis.com
lfyou have any questions. please contact Aarti Patel at (845)639-4816.
By:
Name:
Title:
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 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
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
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:
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
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, ~ i i ) 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
: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:
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 PARTNERS, L.P., as
Assignee
By: Spectrum Group Management LLC, as General Partner
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
N a m ~ : :
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
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,
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
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
analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has
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
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.
~ c l 3 9 2 0 - 001
3. General Provisions. This Assignment shall be binding upon, and inure to the benetit o t ~ the parties hereto and
their respective successors and assigns. This Assignment may be executed in any number of counterparts. which
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 < : ~ n d 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 Super-
Prionty 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,
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
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
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
Commitmentlloans/LC
Deposits
Primary Contact:
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: Chase Bank, N.A.
Bank Address: 1166 Avenue of the Americas- 21"
Floor
New York, NY 10036
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 are nereby agreed to:
5
NY&40635.1f15303372
ASSIGNOR
By:-:-:--------------
Name:
Title:
ASSIGNEE
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
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
Person obligated in respect of any Credit Document or (iv} the performance or observance by the
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 lhec .
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
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 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
by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned
shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such
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
7
NY440635.1/153-03372
NY440635.11153-03372
3. General Provisions. This Assignment shall be binding upon. and inure to the benefit of,
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 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 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 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,
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
The CIT Group I Business Credit, Inc., as the
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:

USD 50,000.000 00
uso 178.200,000.00
2
Amount of
Commitmentlloans/LC
Deposits Assigned
CommJtmenVLoans/LC
Deposits
Primary Contact
Management LLC
Secondary Contact:
LLC
NY446470.1/153-03410

Bank:
ABA No ..
Acct. No.:
Acct. Name:
l.P.
Attention:
Reference:
NY448470.11153-03410
4
Wire lnstruct.ons: Spectrum Investment Partners LP
Bank Address: 166 Avenue of the Americas- 21st
Floor
New York, NY 10036
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
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
,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
Person obligated in respect of any Credit Document or (iv) the performance or observance by the
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
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
by the Assignor and the Assignee Wllh respect to all unpaid interest which has accrued on the Assigned
shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such
2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC
from and afler the Effective Date, !he Administrative Agent shall make all payments in respect
of the Assigned lrterest (including payments of principal. fees and other amounts) to the
for amounts which have accrued to but excluding the Effective Date and to the Assignee for
7
rJY 446470.1/153-03410
3. Gerera1 Provisions. This Assignment shall be binding upon, and mure to the benefit of,
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.:
to confirm the following transaction. subject to the Standard Terms and
Conditions 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''
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 nghts re.e"ed
Purchase Amount/
of Debt:
Purchase Rate:
Pu:tchase Tvpe of

Debt
USD-
Revolver
u Term
=
lJp Front Fees:
(if any):
Synthetic LC Commitment None
to he provided:
Trade Specific
ferm Loan \lone
I,.
No
Facilitv
Synthetic LC
Commitment
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: nareeya.valuriya@this.com
If you have any questions. please contact Nareeya Valuriya at ( 845)639-4817.
By:
Tirle:
;t ." ... - .: v"' 'I'! -
;;- .. "'"
> .-:r
..,_.........,.,., .. .... -"'-
I
LST.-\ EFFECTIVE c006 LSTA cOOo. All
By:
Title:
P2ge 2 of:
LSTA 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:
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''
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:
Spectrum SPC II for the account of B
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:
Trade Specific
Facility
Synthetic LC
Commitment
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: nareeya.valuriya@fnis.com
If you have any questions. please contact Nareeya Valuriya at 1845)639-4817.
f icrt ,::
- . . 'II ,>il<!;

By:
-...
Name:
Title:
LSTA l:FFECTIVE DECEMBER 20tJ6 CJp>nd!t ,,;_ LST.\ 2006. All nghts
By:

Title:-
. ,\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
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
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:
Spectrum SPC II for the account of B Spectrum Investment Partners, L.P.
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
6. i\ssigned Interest:
Synthetic I.C
CL)mmitment
Term Loan
Effective Date:
\ggregate Amount of
Commitment/Loans, LC
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 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 (507)
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.
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
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
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,
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.
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
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
accordance with their terms all ofthe obligations which by the tenns ofthe Credit Documents are required to be
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 trom
the Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include
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
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
L
1
SA
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 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
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
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,
!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
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
-
6. .\ssigned Interest:
F:1cility Assigned
Synthetic LC
Commitment
Term Loan
Effective Date:
.\ggregate Amount of
CvmmitmentJ Loans, LC
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:
Commitment Loans LC
Deposits
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:
A S S I G ~ O R
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 DcYI.
Title: V',?.
Consented to:
By:
Name:
Title:
By:
Name:
Title:
--
4
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
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
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
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
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
-
of laws principles thereof
,,

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UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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