UNITED STATES BANKRUPTCY COURT                                              FOR THE DISTRICT OF DELAWARE·-----------------...
2.      I am the Managing Member of Spectrum Group Management LLC, which is theinvestment manager of Spectrum, and am auth...
instruments, insurance, intellectual property, investment related property, letter of credit rights,money, receivables, an...
EXHIBIT A
LSTA                                    TRADE CONFIRMATION     To:     From:     Date:                     ~ed to contlrm ...
lurchase              Tvpe of                      Facilitv          CTSIPlurchase Amount/                                ...
.SSIGNMENT A:-ID ASSUMPTIO>J AGREEMENT            This Assignment and Assumption APr,.,.m,.nt       ~and                  ...
6.   Assigned Interest:                                  Aggregate Amount of            Amount of             Percentage A...
fhe terms set forth in this Assignment are hereby agreed ro:                                                              ...
Consented to and Accepted:THE CIT GROUP I BGSlNESS CREDIT. INC., as Administrative AgentConsented to:ALLIED HOLDINGS, INC....
ANNEX l                                 STANDARD TERMS AND CONDIT!O}<S FOR ASSIG:-IMENT                                   ...
of laws principles thereof.
llll4tll Jii j,JtqUj,j If t !.10!·11 l·lfiNdfiW! I                  PURCHASEANDSALEAGREE                                  ...
TRANSACTION SUMMARY            Netting Arrangements:                    Yes 0                 No   0                      ...
0 none has been set        [] means [specify applicable date. 1f any].    Buver Purchase Price" select one:       [SJ not ...
0    means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.    "Transfer Fee·· means ...
Section 4 1(r) (Predecessor Transfer Agreements).        0 Seller acquired the Transferred Rights from Immediate Prior Sel...
0     The Transfer Fee shall be paid and allocated in the manner spectfied in the Netting Letter.0     The Transfer Fee ha...
Secondary Contact: Spectrum Investment Partners LPH.      SECTION 26 (FURTHER PROVISIONS)None.                            ...
IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase and Sale Agreement by their duly authorized officers or r...
IN WITNESS WHEREOF. Seller and Buyer have executed th;s Purchase and Sale ,c,greement by ::--e1r july autr.onzed ctf1cers ...
ANNEX TO PURCHASE AND SALE AGREEMENT         If "Secondary .A.ss1gnment" is specified opposite Type of Assignment" in the ...
L S T A - TRADE CONFIRMATION     To:       Buyer Name:                  5PECTRUMfNVE5TMENTPARTNER5LP               Contact...
pemntted successors 1n sucr1 capac1ty. "AdrilrHstrat:ve Ager~l") ar1u a:;                                                 ...
~1   ur J
PURCHASEANDSALEAGRE                                  TRANSACTION SPECIFIC TERMSTHIS PURCHASE AND SALE AGREEMENT is dated a...
TRANSACTION SUMMARY         Netting Arrangements:                     Yes0                  No~                           ...
0   none has been set.       0   means [specify applicable date, 1f any].·suyer Purchase Price· select one:    0 not appli...
~ means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.Transfer Fee· means the $0.00...
Section 4 Hr) (Predecessor Transfer Agreements).            Seller acquired the Transferred Rights from Immediate Prior Se...
0     The Transfer Fee shall be paid and allocated in the manner spec1fied in the Netting letter.0     The Transfer Fee ha...
Secondary Contact:Spectrum Investment Partners LP                   ,A""""ment LLCH.      SECTION 26 (FURTHER PROVISIONS)N...
IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase :and Sale Agreement by                                   ...
IN WITNESS WHEREOF. Seller ar.d Buyer r.ave executed th1s Purchase and Sale .tl.greement by the:r duly autnonzed officers ...
ANNEX TO PURCHASE AND SALE AGREEMENT1.       If ·secondary Assignment" is specified opposite "Type of Assignment" in the T...
L S T A - TRADE CONFIRMATION To:          Buyer Name:                                                    PARTNERSLP       ...
permrtted successors :n sucn capacrty, "Admrnrstratrve Agent") and as                                                   Co...
,SSIGNMENT A];D ASSU1PTION AGREEME];T     !his Assignment and Assumption Agreement (the ··Assignment") is dated as of the ...
6.   Assigned Interest:                                  .-ggregate Amount of           Amount of             Percentage A...
fhe terms set forth in this Assignment are hereby agreed to:                                                              ...
Consented to and Accepted:TliE CIT GROUP I BUSINESS CREDIT, 1:-IC., as AdmiaistrativeAgentBy:~arne:   -:s-.   l:)~t•rTitle...
STADARD TERMS ANIJ CONDITIONS FOR ASSIGNME:-.JT                                                .NO ASSLMPTION AGREEMENT   ...
..:onstitute one instrument. Delivery of an executed c:ounterpart of a signature page of this Assignment by telecopy shall...
PURCHASEANDSALEAGREEMENT                                 TRANSACTION SPECIFIC TERMSTHIS PURCHASE AND SALE AGREEMENT is dat...
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  1. 1. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE·------------------------------------------------------------------------------------------XIn re: Chapter 11ALLIED SYSTEMS HOLDINGS, INC., Case No. 11-._[_ _,] ([_]) Alleged Debtor..---------------..----------------· -------------------------------------------------------·XIn re: Chapter 11ALLIED SYSTEMS, LTD. (L.P.), Case No. 11-.._[_ ____.] ([_j) Alleged Debtor.·-----------------------------------------------------------------------------------------·X AFFIDAVIT OF JEFFREY A. SCHAFFER PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 1003STATE 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 "BankruptcyCases") 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 thefacts set forth herein either through my own personal knowledge or through a review ofdocuments related to Spectrums claims against the Debtors. If called to testify in connectionwith the Bankruptcy Cases, the following would constitute my testimony.
  2. 2. 2. I am the Managing Member of Spectrum Group Management LLC, which is theinvestment manager of Spectrum, and am authorized to make this affidavit and to execute apetition commencing the Bankruptcy Cases on its behalf. Spectrum has its principal place ofbusiness at 1250 Broadway, 19th Floor, New York, New York 10001. Spectrum is a creditor ofthe Debtors based upon its status as a lender under that certain Amended and Restated First LienSecured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated asof March 30, 2007 by and among Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.), asborrowers, certain subsidiaries of borrowers, as subsidiary guarantors, various lenders, GoldmanSachs Credit Partners L.P ., as lead arranger and syndication agent, and The CIT Group/BusinessCredit, Inc., as administrative and collateral agent (as amended, restated, modified, orsupplemented 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 extendterm 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 amountof the Obligations (as defined in the First Lien Credit Agreement) is approximately $296.4million. A copy of the First Lien Credit Agreement will be annexed to a declaration in supportof a statement contemporaneously filed by the petitioning creditors. 4. Pursuant to the First Lien Credit Agreement, the lenders commitments underterm 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 theDebtors assets, including, but not limited to accounts, chattel paper, general intangibles, goods,
  3. 3. instruments, insurance, intellectual property, investment related property, letter of credit rights,money, receivables, and commercial tort claims. The Obligations are guaranteed by affiliates ofthe 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 bythe Debtors under the First Lien Credit Agreement (the "Assigned Claims") (the "AssignedClaims"). Redacted copies of the assignment documentation are attached as Exhibit A. 7. The Assigned Claims were not assigned to Spectrum for the purposes ofcommencing the Bankruptcy Cases. 8. As of the date hereof, the Debtors are indebted to Spectrum in the amount of atleast $21.5 million, together with all accrued and unpaid interest (including default interest), feesand expenses calculated in accordance with the Credit Agreement.Dated: May__, 2012 New York, New York ~ERSworn to and subscribed before meThis _ day of May, 2012 thU.~ Notary Public &
  4. 4. EXHIBIT A
  5. 5. LSTA TRADE CONFIRMATION To: From: Date: ~ed to contlrm the following transaction. subject to the Standard Terms and Conditions for . . _ . . r a d e 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: - 0 Principal 0 Agent Buyer: Spectrum Investment Partners, l.P. 0 Principal 0 Agent Credit Agreement: 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 Borrower: Allied Holdings, Inc., Allied Systems. LTD (L.P.) Form of Purchase: Assignmenti.STA EFFECTIVE DECEMBER :006 Copwd11 0 LST- "J06.. 11 ngh<s ,mncd.
  6. 6. lurchase Tvpe of Facilitv CTSIPlurchase Amount/ ~ Debt umberType of Debt: Reolver Synthetic LC Commitment Term Term LoanPurchase Rate:ll p Front lees: Synthetic LC Commitment - - None Synthetic LC Commitment fcrm Loan(if any): ferm Loan NoneCredit Documentation Noto be provided:Trade Specific Recordation Fee is waived.Other Terms of Trade:Please provide the signature of a duly authorized officer or other signatory where indicated below andreturn 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.comIf you have any questions. please contact Aarti Patel at (845)639-4816. Spectrum Investment Partners, L.P. By: Spectrum Croup Management LLC, as General lartner . . . -- ~ ...... By: lame: Title:-
  7. 7. .SSIGNMENT A:-ID ASSUMPTIO>J AGREEMENT This Assignment and Assumption APr,.,.m,.nt ~and between ---{the· terms used but not defined herein shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.c 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 Assignors 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 Assignors 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: Spectrum Investment Partners, L.P. 3. Borrower(s): Allied Holdings, Inc., Allied Systems, LTD (L.P.) 4. Administrative Agent: The CIT Group I Business Credit, Inc., as the administrative agent under the Credit Agreement 5. 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
  8. 8. 6. Assigned Interest: Aggregate Amount of Amount of Percentage Assigned of Commitment/Loans/LC CommitmentJLoans/LC Commitment/Loans;LCFacility Assigned Deposits for all Lenders Deposits Assigned DepositsSynthetic LC CSD 50,000,000.00CommitmentTerm Loan CSD 177,300,000.00Effective Date:7. Notice and Wire [nstructions::Sotices: Notices: - Spectrum Investment Partners, LP.Wire Instructions: Wire Instructions: Currency: USD Bank: New York ABA#: Account#: Account Name: &Co., NY FFC: ::SPI~ctrum Investment Partners, L.P. Attn: Reference: Allied Holdings 1st Lien (5/07)
  9. 9. 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:
  10. 10. Consented to and Accepted:THE CIT GROUP I BGSlNESS CREDIT. INC., as Administrative AgentConsented to:ALLIED HOLDINGS, INC.By:Name:Title:ALLIED SYSTEMS, LTD (LP.)By:Name:Title:
  11. 11. ANNEX l 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 fullpower and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate thetransactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as definedherein), 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 ordocument delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or anycollateral thereunder, (iii) the fmancial condition of the Company, any of its Subsidiaries or Affiliates or any otherPerson obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of itsSubsidiaries 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 allaction necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby andto become a Lender under the Credit Agreement, ( ii) it meets all requirements of an Eligible Assignee under the CreditAgreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, tothe extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of theCredit Agreement and such other documents and information as it has deemed appropriate to make its own credit~malysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it hasmade such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentationrequired to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by theAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignoror any other Lender. and ba~ed on such documents and information as it shall deem appropriate at that time, continueto make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform inaccordance with their terms all of the obligations which by the terms of the Credit Documents are required to beperformed 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 fromrhe Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall includesuch compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaidinterest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicableEffective 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 afterthe Effective Date, the Administrative Agent shall make ali payments in respect of the Assigned Interest (includingpayments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to butexcluding 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 andtheir respective successors and assigns. This Assignment may be executed in any number of counterparts, whichtogether shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment bytelecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall -be governed by, and construed in accordance with, the internal laws of the State on·lew York without regard to conflict
  12. 12. of laws principles thereof.
  13. 13. llll4tll Jii j,JtqUj,j If t !.10!·11 l·lfiNdfiW! I PURCHASEANDSALEAGREE TRANSACTION SPECIFIC TERMSTHIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by andbetween Seller and Buyer to govern the purchase and sale of the Loans, the Commitments (if any) andthe other Transferred Rights, in accordance with the terms, conditions and agreements set forth in theStandard Terms. The Standard Terms are incorporated herein by reference without any modificationwhatsoever except as otherwise agreed herein by the Parties and as specifically supplemented andmodified by the terms and elections set forth in the Transaction Summary and Sections A through Hbelow. The Standard Terms and the Transaction Specific Terms together constitute a single integratedPurchase and Sale Agreement governing the Transaction. With respect to the Transaction, the Partiesagree to be bound by the Standard Terms and the Transaction Specific Terms set forth herein. Trade Date: Agreement Date: Seller: Buyer: Spectrum Investment Partners LP Credit Agreement: 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 Borrower: Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.) Purchase Amount(s): Tranche(s): CUSIP Number(s), if available: Pre-Settlement Date Accruals r2?J Settled Without Accrued Interest Treatment: 0 Trades Flat Type of Assignment: 0 Original Assignment [gJ Secondary Assignment Immediate Prior Seller (if any): Borrower in Bankruptcy: YesO No [8J Delivery of Credit Documents: YesO No [8JLSTA EFFECTIVE DECEMBER 2006 Copyright© LSTA 2006. All rights reserved.NY440402 3/153-03372
  14. 14. TRANSACTION SUMMARY Netting Arrangements: Yes 0 No 0 Yes 0 1 Flip Representations: No 0 1 Step-Up Provisions: Yes0 No0 2 Shift Oate : Not Applicable 3 Transfer Notice: Yes0 No0A. DEFINITIONSCapitalized terms used in this Agreement shall have the respective meanings ascnbed thereto in Section1 of the Standard Terms, as suppiemented by Section A of the Transaction Specific Terms and asotherwise may be provided in other provisions of this Agreement Terms defined in the Credit Agreementand not otherwise defined in this Agreement shall have the same meanings in this Agreement as 1n theCredit Agreement. Except as otherwise expressly set forth herein, each reference herein to "theAgreement." "this Agreement," herein," "hereunder" or "hereof shall be deemed a reference to thisAgreement. If there is any inconsistency between the Transaction Specific Terms and the StandardTerms, 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 theCredit Agreement for an assignment of the Loans and Commrtments (If any) and any Required Consentsto 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 forthappropriate modifications in Section H. Neither "Flip Representations" nor "Step-Up Provisions" applies to originalassignments.2 Specify a Shift Date only if "Yes" is specified opposite "Step.Up Provisions· and if the second box is selected in thedefimtion of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possibleapproximation for when the market convention for transferring the Loans and Commitments (if any) shifted from apar/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. theParties may refer to published results of an anonymous LSTA poll of disinterested deale~ as to such dealers v1ewsregarding the Shift Date or. if results have not been published with respect to the Credit Agreement. either Party mayrequest in wntlng that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes thename of Borrower and etther the CUSIP number (if available) or the name and date of the Credit Agreement to theLSTA at istashtftdatepollslCDista.org. The results of such LSTA polls are available to facilitate discussions betweenthe Parties and have no binding effect3 "Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transact;on Summary. 2NY 440402 3/153-03372
  15. 15. 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 which is funded as an LC Deposit Covered Prior Seller" select one: 0 not applicable. 0 means each Prior Seller that transferred the Loans 5and Commitments (if any) 4 on or after the Shift Date bbut prior to the date on which 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 LSTA dated on or as of the Agreement Date among Seller, Buyer [and) (,] Original Buyer [, Penultimate Buyer] and [describe any other parties to the Netting LetterJ]."Original Buyer" select one: [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, "eachPrior Seller that transferred the [Name of applicable Covered Prior Seller} Loans (as defined in Sect1on 1 of theAnnex)."; Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1son or after the Shift Date.6 The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed tradethat settled after the par/near par trade wh1ch settled on or after the Shift Date. 3NY 440402.3/153-033 72
  16. 16. 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 (SELLERS REPRESENTATIONS AND WARRANTIES)The following specified terms shall apply to the sections referenced in this Section 8: Flat Re2resentation Flie Reeresentatlon Stee-UI! ReQresentation 1 If "No is specified opposite If "Yes· is specified opposite If "Yes· is specified oppos1te ~ both "Flip Representations· "Flip Representations in the "Step-Up Provisions" in the and "Step-Up Provisions· in Transaction Summary, the Transaction Summary, the the Transaction Summary, the following subsections of following subsections of following subsections of Section 4 shall apply: Sect•on 4 shall apply: Section 4 shall apply:I Section 4 1(d) (Title) Section 4.1 (d)(i) Section 4.1 (d)(ii) SeCtion 4.1(d)(i) Section 4.1(e) (Proceedings) Section 4.1(e)(i) Sect1on 4.1(e)(i) I I Section 4.1(e)(ii) Section 4.1 (f) (Principal Section 4.1 f)(i) Sectton 4.1 (f)(ii) Sect1on 4.1(f)(i)1 Amount)I iI Section 4.1 (g) (Future Funding) Section 4.1(g)(i) Section 4.1 (g)(ii) Section 4.1(g}(iii)I Section 4.1 (h)(il Section 4.1 (h) !Acts and Section 4.1(h)(i) Section 4 1(h){ii) Omissions)l Section 4.1 (i) (Performance of I SectiOn 4.1 (i)(i) Section 4.1 (i)(i) Section 4.1 (i)(ii) Obligations) I If Section 4.1(1) (Setoff) I ! i Section 4.1 (I)( I) I Sect1on 4.1 (l)(1) I Seclton 4.1 (l)(ii) Section 4.1 (t)(i) 1 Section 4.1 (t) (Consents and Waivers> i I Section 4 1(t)(i) Section 4. 1(t)(ii) I Section 4.1(u) <Other Section4.1(u)(i) Section 4.1(u)(1) Section 4.1(u)(ii)1 Documents) II 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: 7 (k) [intentionally omrtted]." Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer, as applicable. to add. acomparable representation to the Netting Letter in lieu of this representation. 4NY 440402.3/153-03372
  17. 17. 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 Tansfer Agreements relating to distressed loans. [] Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Tansfer 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 (BUYERS REPRESENTATIONS AND WARRANTIES)C.1 Section 5.1(n) (Buyer Status). [Specify Buyers status for purposes of determining RequiredConsents, 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, Buyerrepresents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of theCredit Documents from Seller on or prior to the Trade Date.D. SECTION 6 (INDEMNIFICATION)Section 6.1 (Sellers Indemnities); Step-Up Indemnities. (i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Sellersindemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section6. 1(a) shall not apply). (ii) If "No" is specified opposite Step-Up Provisions" in the Transaction Summary, Sellersindemnities contained in Section 6.1(a) shall apply (and the alternate indemmtles contatned in Section6.1(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. 5NY¥0402.3/153-03372
  18. 18. 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, Sellerscovenants contained in Section 8 2(b) shall apply (and the alternate covenants contamed m Section8.2(a) shall not apply). 11i) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Sellerscovenants contained in Section 8.2(a) shall apply (and the alternate covenants contained m Section8.2(b) shall not apply).F.2 Section 8.4 (Wire Instructions).Buyers Wire Instructions:Bank Name: JPMorgan Chase Bank, N.A.Bank Address: 1166 Avenue of the Americas- 21•t Floor New York, NY 10036Bank Contact: Erma McPherson Telephone (212) 899-1393 )899-2914ABA#:Account Na stment Partners LPAccount NoReference: • d Synthetic LC/AIIied HoldingsG. SECTION 9 (NOTICES}Buyers Address for Notices and Delivery:Pnmary ContactSpectrum Investment Partners LP Management LLC 6NY 440402.3/153-03372
  19. 19. Secondary Contact: Spectrum Investment Partners LPH. SECTION 26 (FURTHER PROVISIONS)None. 7NY 440402.3/153-03372
  20. 20. 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. SELLER By· BUYER SPECTRUM INVESTMENT PARTNERS LP By: Spectrum Group Management LLC, as General Partner 8NY440402.3/153-03372
  21. 21. 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. SELLER By ___________________________________ Name: Title BUYER SPECTRUM INVESTMENT PARTNERS LP By: Spectrum Group Management LLC, as General Partner 8NY440402 3;153-03372
  22. 22. ANNEX TO PURCHASE AND SALE AGREEMENT If "Secondary .A.ss1gnment" is specified opposite Type of Assignment" in the Transact1on 1 Summary, list of Predecessor Transfer Agreements 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/A3. Description of Proof of Claim (if any}. N/A4. Description of Adequate Protection Order (if any). N/A5. 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 ofPrior Sellers relating to cans delivered to Seller by Immediate Prior Seller and (i1i) any PredecessorTransfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed inthe preced1ng clause (ii). Annex-1NY440402 3/153-03372
  23. 23. L S T A - TRADE CONFIRMATION To: Buyer Name: 5PECTRUMfNVE5TMENTPARTNER5LP Contact Person: Phone No: Fax No: From: Seller Name: Contact Person: Phone No: Fax No: Email:~ased to confirm the following transactton, subject to the Standard Terms and Conditions for. _ T r a d e 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: SPECTRUM INVESTMENT 0 Principal 3 PARTNERS LP Credit Agreement: 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 unfunded5 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
  24. 24. pemntted successors 1n sucr1 capac1ty. "AdrilrHstrat:ve Ager~l") ar1u a:; Co! lateral Agent (together Nilh :ts permitted successor 1n sucn capac1ty, "Cct!at~ra1 Agent"). Borrower: Allied Ho:d1ngs, Inc and A!l1ed Systems, Ud. (L.P.) ~ Form Of Purchase: Purchase Amount/ Type Of Debt: ..,.. 0 Assignment Purchase Type ~f Debt Term Loan Facility 7 TERM LOAN CUSIP Number Letter of SYNTHETIC LC - Cred1t Purchase Rate: Accrued Interest: 0 Settled Without Accrued Interest Credit Documentation 2l No to be provided: LST A Standard Other Terms of Trade: 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.Trade SpecificOther Terms of Trade 8.:Subject to: Negotiation, execution and delivery of reasonably acceptable contracts and instruments of transfer, M accordance herewith.It you have any questions. please contactSELLER BUYER SPECTRUM INVESTMENT PARTNERS LP" Set forth any other tcml.. . llt Lh!~ fr.111 ,...u:t!on: u:clude :n th1o... Sccuon a ·~rccJJk n:-ft;T~nce to tac:, term. tf any. ;n thl C: ~nfirmauon , illCUcilng the Sta11danl Tenn and Condition. that h:" heen modtCtd in anv manner wh:JtstWcor ,·rom the L>nn of LST •••aTrade Conlirmation and/or the LST. St:mdard Term> and Conditions for II [ Trade Conlirrnatlons: if more q1ace i, ]Ceded, allach JcJdittOnaJ pa~cs. 2 or 3
  25. 25. ~1 ur J
  26. 26. PURCHASEANDSALEAGRE TRANSACTION SPECIFIC TERMSTHIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by andbetween Seller and Buyer to govern the purchase and sale of the Loans. the Commitments (if any) andthe other Transferred Rights, in accordance with the terms. conditions and agreements set forth in theStandard Terms. The Standard Terms are incorporated herein by reference without any modificationwhatsoever except as otherwise agreed herein by the Parties and as specifically supplemented andmodified by the terms and elections set forth in the Transaction Summary and Sections A through Hbelow. The Standard Terms and the Transaction Specific Terms together constitute a single integratedPurchase and Sale Agreement governing the Transaction. With respect to the Transaction. the Partiesagree to be bound by the Standard Terms and the Transaction Specific Terms set forth herem. Trade Date: Agreement Date: Seller: Buyer: Spectrum Investment Partners LP Credit Agreement: 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 Borrower: Allied Holdings, Inc. and Allied Systems. ltd. (L.P.) Purchase Amount(s): (i} Tranche(s): (ii) CUSIP Number(s), if available: N/A Pre-Settlement Date Accruals 0 Settled Without Accrued Interest Treatment: 0 Trades Flat Type of Assignment: 0 Original Assignment 0 Secondary Assignment Immediate Prior Seller (if any): Borrower in Bankruptcy: Delivery of Credit Documents: YesO No [BJLST A EFFECTIVE DECEMBER 2006 Copyright iQ LSTA 2006. All rights reserved.~N446468.11153-03410
  27. 27. TRANSACTION SUMMARY Netting Arrangements: Yes0 No~ No~ 1 Flip Representations: Yes0 1 Step-Up Provisions: Yes0 No~ 2 Shift Date : Not Applicable 3 Transfer Notice: Yes0 No~A. DEFINITIONSCapitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section1 of the Standard Terms. as supplemented by Section A of the Transaction Spec1fic Terms and asotherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreementand not otherwise defined in this Agreement shall have the same meanings in this Agreement as in theCredit Agreement Except as otherwise expressly set forth herein. each reference herein to "theAgreement," "this Agreement: "herein," "hereunder" or "hereor shall be deemed a reference to thisAgreement. If there is any inconsistency between the Transaction Specific Terms and the StandardTerms, the Transaction Specific Terms shall govern and control.In this Agreement:"Agent" means The CIT Group I Business Credit. Inc .. as Administrative Agent."Assignment" means the Assignment and Assumption Agreement that is in the form specified in theCredit Agreement for an assignment of the Loans and Commitments (if any) and any Required Consentsto such assignment."Bankruptcy Case· select one: r2J none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor. In re , No. _ _ _ ____,"Bankruptcy Court" select one: r2J none. 0 means [the United States Bankruptcy Court for the -:-:----District o f - - - - - (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 forthappropriate modifications in Section H. Neither "Flip Representations" nor ··step-Up Provisions· applies to originalass1gnments.2 SpecifY a Shift Date only if "Yes" is specified opposite "Step-Up Provisions" and if the second box is selected in thedefinition of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possibleapproximation for when the market convention for transferring the Loans and Commitments (if any} shifted from apar/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. theParties may refer to published results of an anonymous LSTA poll of dismterested dealers as to such dealers viewsregarding the Shift Date or. if results have not been published with respect to the Credit Agreement, either Party mayrequest in writing that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes thename of Borrower and either the CUSIP number (if available) or the name and date of the Credit Agreement to theLSTA at lstashiftdatepolls(Ollsta.org. The results of such LSTA polls are available to facilitate discuss1ons oetweenthe Parties and have no binding effect."Yes" can be elected only 1f "Yes" is specified opposite "Borrower in Bankruptcy· in the Transaction Summary. 2NY446468.1/153-034 tO
  28. 28. 0 none has been set. 0 means [specify applicable date, 1f any].·suyer Purchase Price· select one: 0 not applicable. 0 means the purchase pnce payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter (this applies if there are four (4) or more parties involved in the netting arrangement)."Commitments" select one: 0 none. @ means LC Commitment in the principal amount o f - · 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 5and Commitments (if any)4 on or after the Shift Date bbut prior to the date on which 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 in the outstanding principal amount o~d LCDeposits in the principal amount "Netting Letter" select one: 0 not applicable. 0 means that certain Multilateral Netting Agreement in the form currently published by the LSTA dated on or as of the Agreement Date among Seller, Buyer [and] [,] Original Buyer [. Penultimate Buyer] and [describe any other parties to the Netting Letter]]."Original Buyer" select one: 0 not applicable. 0 means [specify original buyer in the netting arrangement]."Penultimate Buyer" select one: [8;] not applicable. 0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement). 0 means { ]."Required Consents" means the consent of the Agent."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., "eachPrior Seller that transferred the [Name of applicable Covered Prior Seller] Loans (as defined in Section 1 of theAnnex)."5 Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1son or after the Shift Date.6 The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed tradethat settled after the par/near par trade which settled on or after the Shift Date. 3NY 446468.11153-03410
  29. 29. ~ 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 theAssignment."Unfunded Commitments" means that part of the Commitments that has not been funded in the form ofloans, advances, letter of credit disbursements or otherwise under the Credit Agreement. Nhich is tn theprincipal amount of $0.00.B. SECTION 4 (SELLERS REPRESENTATIONS AND WARRANTIES)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 tf ·yes· is specified opposite If "Yes" is specified opposite I i both Flip Representations· and "Step.Up Provisions· in the Transaction Summary, the "Flip Representations" in the "Step-Up Provisions· in the Transaction Summary, the Transaction Summary, the following subsections of . following subsections of I following subsections of Section 4 shall apply: i Section 4 shall apply: Section 4 shall apply: I II I Section 4.1(d)(i) Section 4.1(d)(ii) I Section 4.11d){i)1 Section4.1(d)(Title) II I iI Section 4.1(e) !Proceedings) Section 4.1(e){i) Section 4.1(e)(i) I Section 4.1(e){ii) If Section 4.1(f) (Pnncipal Section 4.1(t)(i) Section 4.1(fXu) Section 4.1(f)(i)I Amount) I I I I; Section 4.1(9) (Future Funding) I I Section 4.1(g){i) Section 4.1(g)(ii) Section 4.1(g)(iii) iI Section4.1(h)~ Section 4.1(h)(i) Section 4.1(h)(i) Section 4.1 (h)(ii)I Omissions) Ii Section 4.1(1) (Performance of Section 4.1(i)(i) Section 4.1(i)(i) I Section 4.1(i)(ii) Obligations) I[ Section 4.1(1) (SetoiD I Section 4.1(1)(i) Section 4.1(1)(i) I Sect1on 4.1(1)(ii) i ! Section 4.1(t)(i) I I1 Section 4.1(1) (Consents and ! Section 4.1(t)(i) I Section 4.1(t)(ii) I,--->I Wa1versIi Section 4.1(u) !Other Section 4.1(u)(i) Section 4.1(u)(i) Section 4.1(u)(ii)I Documents)II Section 4.1(v) ;Proof of Claim) Section 4.1(v)(i) Section 4.1(v)(ii) Section 4.1(v)(J)Section 4.1(k) (Purchase Price); Netting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k) shall be amended in its entirety as follows: 7 (k) [intentionally omitted]."7 Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer. as applicable, to add, acomparable representation to the Netting Letter in lieu of this representation. 4NY446468.1/153-03410
  30. 30. Section 4 Hr) (Predecessor Transfer Agreements). Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to parmear par loans. u Seller acqUired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to distressed loans. 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to both parinear par loans and distressed loans.Section 4.1 (u) (Other Documents). 0 None. 0 The following: _ _ __Section 4.1{v) (Proof of Claim). NfA 0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date, by 0 the Agent on behalf of the Lenders. 0 Seller or a Prior Seller. 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 (BUYERS REPRESENTATIONS AND WARRANTIES)C.1 Section 5.1 (n) (Buyer Status). [Specify Buyers status for purposes of determining RequiredConsents, minimum assignment amount requirements or Transfer Fee requirements.] 0 Buyer is not a Lender. [81 Buyer is a Lender. 0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a lender.C.2 If "Yes· is specified opposite "Delivery of Credit Documents• in the Transaction Summary, Buyerrepresents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of theCredit Documents from Seller on or prior to the Trade Date.D. SECTION 6 (INDEMNIFICATION)Section 6.1 (Sellers lndemnities); Step:Up Indemnities. (i) If "Yes· is specified opposite "Step-Up Provisions· in the Transaction Summary, Sellersindemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section6.1 (a) shall not apply). (ii) if "No" is specified opposite "Step-Up Provisions· in the Transaction Summary, Sellersindemnities contained in Section 6.1(a) shall apply (and the alternate indemnities contained in Section6.1(b) shall not apply).E. SECTION 7 !COSTS AND EXPENSES)0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Pnce shall be 1ncreased by an amount equal to 0 one-half thereof. 0 other relevant fraction or percentage, _ _. thereof.0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall rece1ve a cred1t to the Purchase Price equal to 0 one-half thereof. 0 other relevant fraction or percentage, _ _ , thereof. 5NY446468.1/153-03410
  31. 31. 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)F.1 Section 8.2 (Distributions); Step-Up Distributions Covenant. (i) If "Yes" is spec1fied opposite "Step-Up Provisions· in the Transaction Summary, Sellerscovenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section8.2(a) shall not apply). (ii) If "No" is specified opposite ·step-Up Provisions" in the Transaction Summary, Sellerscovenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section8.2(b) shall not apply).F.2 Section 8.4 (Wire Instructions).Buyers Wire Instructions:Bank Name: JPMorgan Chase Bank, N.A.Bank Address: 1166 Avenue of the Americas- 21 51 Floor New York, NY 10036Bank Contact: Erma McPherson Telephone (212) 899-1393 2) 899-2914ABA#:Account Nam Partners LPAccount No.:Reference:Sellers Wire Instructions:Bank:ABA No.:A.cct. No.:Acct. Name:Attention:Reference:G. SECTION 9 (NOTICES)Buyers Address for Notices and Delivery:Primary Contact:Spectrum Investment Partners LPc/o LLC 6NY 446468.1 i 153-0341 0
  32. 32. Secondary Contact:Spectrum Investment Partners LP ,A""""ment LLCH. SECTION 26 (FURTHER PROVISIONS)None. 7NY446468.1/153-03410
  33. 33. IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase :and Sale Agreement by Itheir duly authorized officers or representatives as of the Agreement Date. SELLER By· BUYER I I SPECTRUM INVESTMENT PARTNERS LP By: Spectrum Group Management LLC, as General Partner 8NY446468.1/153-03410
  34. 34. 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. SELLER By:-:-:---------------- Name: Title: BUYER SPECTRUM INVESTMENT PARTNERS LP By: Spectrum Group Management LLC, as General Partner By· 8~JY 446468. 1/153-03410
  35. 35. ANNEX TO PURCHASE AND SALE AGREEMENT1. If ·secondary Assignment" is specified opposite "Type of Assignment" in the Transaction 1 Summary, list of Predecessor Transfer Agreements 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/A3. Description of Proof of Claim (if any). NIA4. Description of Adequate Protection Order (if any). N/A5. List any exceptions to Section 4.1(w) (Notice of Impairment). None.6. The amount of any PIK Interest that accreted to the principal amount of the Loans after the Trade Date but on or prior to the Settlement Date is $0.00. List {i) any Predecessor Transfer Agreement to which Seller is a party, (ii) any Predecessor Transfer Agreement ofPrior Sellers relating to distressed loans delivered to Seller by Immediate Prior Seller and (iii) any PredecessorTransfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed inthe preceding clause (ii). Annex-1NY 446468.1/153-03410
  36. 36. L S T A - TRADE CONFIRMATION To: Buyer Name: PARTNERSLP Contact Person: Phone No: Fax No: From: Seller Name: Contact Person: Phone No: Fax No: Email:~ased to confirm the following transaction. subject to the Standard Terms and Conditions for. . . . Trade Confirmations (the ·standard Terms and Conditions") published by The loan 1 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 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: 0 Principal Buyer: SPECTRUM INVESTMENT 0 Principal PARTNERS LP 3 Credit Agreement: This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2007, is entered into by and among ALLIED HOLDINGS, INC, a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below)(Holdings"), ALLIED SYSTEMS, L TO. (L.P.). a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code ("Systems" and, together with Holdings, the "Borrowers"), CERTAIN SUBSIDIARIES OF BORROWERS, as Subsidiary Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Syndication Agent (in such capacity, "Syndication Agent"), and THE CIT GROUP/BUSINESS CREDIT, INC. ("CIT"), as Administrative Agent (together w1th its The Standard Terms and Conditions are ava1lable on the LSTA website at http:/iwww.lsta.org. 2 :es1gnate specific funds, if any, and allocations within T+ 1 (this may be done on separate trade confirmations); identify ERISA cuu11lerparlies. 3 ::::es1grate specific funds, if any. and allocations Within T + 1 (this may be done on separate trade confirmations); •dentify ::ORIS.A counteroart1es. if rrutt1ole oorrowers. speCify the entity trat is named as the first borrower under the Credit Agreement. 5 Srecify amount of Debt to be transferred or. in the case of Debt subject to further funding obl•ganons (as m revolv1ng cred1t or letter of credit faclilt!es), spec1ly amount of total exposure to be transferred, both fundeo and unfunded. Spec1fy whether the type of Debt IS term, revolving, letter of cred1t (if stand-alone). cla1m amount or other. Spec1fy Credit Agreement designation of the :aci!ity (_iUL, tranche). Spec1fy muiticurrency comoorent, 1f any. I of 2
  37. 37. permrtted successors :n sucn capacrty, "Admrnrstratrve Agent") and as Co! lateral Agent ::oge!ner wrth its permrtted successor in such capacity. "Collaieral Agent":. 1 Borrower: Allied Holdings. Inc ::md .!lied Systems. Ltd. (L.P.) Form Of Purchase: 12l Assignment Purchase Amount/ Type of Facilitl 9:§!f Type Of Debt: Debt" Number Term Loan TERM LOAN Letter of SYNTHETIC LC Credit Purchase Rate: Accrued Interest: 0 Settled Without Accrued Interest Credit Documentation 0 No to be provided: LST A Standard Other Terms of Trade: 0 Assignment fee is waived Trade Specific Other Terms of Trade 8 : Subject to: 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 SPECTRUMINVESTMENTPARTNERSLPSet :nrth :tny oihcr tcnn<.; ()j tht{ lr~m~~ICtHm: include Jn Ihi> Section~} (rcclfic r;;fcn.·:lCC t0 C::i::h t£1111. i: ,111. !11 !hi~ c~mfirmatiun • :ncludinc :he Standard Terms and Condi:rons) that has been mndrfied rn anv mcrnner Ah:uson·er from the torm nf LST-- T r a d e Confirmation andlor the LSTA St;mdard Term< :~nd Cnndiuon< r~r. 1 lrnde Cuntirm;ll!nns: if :trore c:~ce •s needed. ~mach o.dditionJl p3~es 2 of 2
  38. 38. ,SSIGNMENT A];D ASSU1PTION AGREEME];T !his Assignment and Assumption Agreement (the ··Assignment") is dated as of the Effective Date set forth below andis entered into by and between (the "Assignor"} and Spectrum SPC II for the account egregated Portfolio (the "Assignee). Capitalized terms used but not definedhert!in shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-PriorityDebtor-in-Possession and Exit Credit and Guaranty Agreement identified below tas it may be amended. supplemented orotherwise 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 incorporatedherein by reference and made a part of this Assignment as if set torth herein in full. For an agreed consideration. the Assignor hereby in·evocably sells and assigns to the Assignee, and the Assigneehereby irrevocably purchases and assumes from the Assignor. subject to and in accordance with the Standard T.:rms andConditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as contemplatedbelow. the interest in and to all of the Assignors rights and obligations under the Credit Agreement and any otherJocuments or instruments delivered pursuant thereto that represents the amount and percentage interest identified below ofall of the Assignors outstanding rights and obligations under the respective facilities identitied below (including, to the extentincluded in any such facilities. letters of credit LC Deposits and swingline loans) (the "Assigned Interest"). Such sale andassignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the CreditAgreement, without representation or warranty by the Assignor.I. Assignor: Assignee: Spectrum SPC II for the account of B Spectrum Investment Partners. L.P. Segregated Portfolio3. Borrower(s): Allied Holdings. Inc., Allied Systems, LTD (L.P.)4. Administrative Agent: The CIT Group! Business Credit. Inc., as the administrative agent under the Credit Agreement5, 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
  39. 39. 6. Assigned Interest: .-ggregate Amount of Amount of Percentage Assigned of Commitment/Loans, LC CommitmenvLoans;LC CommitmentiLoans; LCFacility Assigned Deposits for all Lenders Deposits Assigned Deposits:Synthetic LC USD 50.000.000.00Commitmentf-:rm Loan USD 180.000.000.00Effective D a t e : -7. :otice and Wire Instructions:Notices: Notices: Spectrum SPC II for the account of R Spectrum Investment Partners. L.P. Segregated PorttolioWire Instructions: Wire Instructions:Currency: Currency:Bank: Bank:ABA#: .BA#:Account#: Account#:Account Name Account Name:FFC: Investment Partners. L.P. Segregated PorttolioAttn: FFC:Reference: Attn: Reference: Allied Holdings Ist Lien (5.07)
  40. 40. fhe terms set forth in this Assignment are hereby agreed to: .-SSIG:l<OR ASSIGNEE SPECTRU1 SPC II FOR THE ACCOUNT OF B SPECTRU11NVEST1ENT PARTNERS, L.P. SEGREGATED PORTFOLIO, as Assignee Ry: -
  41. 41. Consented to and Accepted:TliE CIT GROUP I BUSINESS CREDIT, 1:-IC., as AdmiaistrativeAgentBy:~arne: -:s-. l:)~t•rTitle: y?Consented to:ALLIED HOLDINGS, INC.By:Name:Title:ALLIED SYSTEMS, LTD (LP.)By:Name:Title: 4
  42. 42. STADARD 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 AssignedInterest. (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full powerJnd authority, and has taken all action necessary. to execute and deliver this Assignment and to consummate thetransactions 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 deliveredpursuant 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 anyCredit Document or (iv) the perfonnance or observance by the Borrower, any of its Subsidiaries or At1iliates or any otherPerson 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 allaction necessary. to execute and deliver this Assignment and to consummate the transactions contemplated hereby and tobecome a Lender under the Credit Agreement. (ii) it meets all requirements of an Eligible Assignee under the CreditAgreement. (iii) from and after the Effective Date. it shall be bound by the provisions of the Credit Agreement and. to theextent of the Assigned Interest. shall have the obligations of a Lender thereunder. (iv) it has received a copy of the CreditAgreement and such other documents and information as it has deemed appropriate to make its own credit analysis anddecision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysisand decision. and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be deliveredby it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) itwilL independently and without reliance on the Administrative Agent. the Assignor or any other Lender. and based on suchdocuments and infonnation as it shall deem appropriate at that time, continue to make its own credit decisions in taking ornot taking action under the Credit Documents, and (ii) it will perform in accordance with their tetms all of the obligationswhich 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 theAdministrative 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 interestwhich 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 suchinterest accrued before or after the Effective Date. With respect to Assigned Interests tor Revolving Loans and LC Commitments and LC Deposits. from andafter the Eftective Date. the Administrative Agent shall make all payments in respect of the Assigned Interest (includingpayments of principaL interest fees and other amounts) to the Assignor tor amounts which have accrued to but excludingrhe 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 theirrespective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall
  43. 43. ..:onstitute one instrument. Delivery of an executed c:ounterpart of a signature page of this Assignment by telecopy shall bectTective as delivery of a manually ~xecuted counterpart ofthis Assignment. This Assignment shall be governed by. andconstrued in accordance with. the internal laws of the State ofNcw York without regard to contlict of laws principlesthereof.
  44. 44. PURCHASEANDSALEAGREEMENT TRANSACTION SPECIFIC TERMSTHIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by andbetween Seller and Buyer to govern the purchase and sale of the Loans. the Commitments (if any} andthe other Transferred Rights, in accordance with the terms, conditions and agreements set forth in theStandard Terms. The Standard Terms are incorporated herein by reference without any modificationwhatsoever except as otherwise agreed herein by the Parties and as specifically supplemented andmodified by the terms and elections set forth in the Transaction Summary and Sections A through Hbelow. The Standard Terms and the Transaction Specific Terms together constitute a single integratedPurchase and Sale Agreement govermng the Transaction. With respect to the Transaction, the Partiesagree to be bound by the Standard Terms and the Transaction Specific Terms set forth herein. Trade Date: Agreement Date: Seller: Buyer: Spectrum Investment Partners LP Credit Agreement: Amended and Restated First Lien Secured . Super-Priority Debtor in PossessiQn and Exit Credit and Guaranty Agreement dated as of March 30, 2007 as amended and restated as of May 15, 2007 among Allied Holdings, Inc. ("Holdings"), Allied Systems, Ltd. (l.P:) ("Systems"), certain Subsidiaries of Holdings and Systems, as Subsidiary Guarantors, the Lenders party thereto, Goldman Sachs Credit Partners L.P., as Syndication Agent, The CIT Group I Business Credit, Inc., as Administrative Agent and Collateral Agent Borrower: Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.) Purchase Amount(s): (i) (ii) Tranche(s): (i) (ii) CUSIP Number(s), if available: N/A Pre-Settlement Date Accruals I2J Settled Without Accrued Interest Treatment: 0 Trades Flat Type of Assignment: 0 Original Assignment 0 Secondary Assignment Immediate Prior Seller (if any):LSTA EFFECTIVE DECEMBER 2006 Copyright© LSTA 2006. All rights reserved.NY440633.1/153-03372NY 440633.1/153-03372

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