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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-[_ ___.] (LJ) Alleged Debtor.---------------------------------------------x AFFIDAVIT OF RICHARD EHRLICH ON BEHALF OF BDCM OPPORTUNITY FUND II, LP PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 1003STATE OF CONNECTICUT) ) ss:COUNTY OF FAIRFIELD ) Richard Ehrlich being duly sworn, deposes and states: 1. I make this affidavit on behalf of BDCM Opportunity Fund II, LP ("BDCM"), apetitioning creditor in the above-captioned involuntary chapter 11 cases (the "BankruptcyCases") filed by BDCM 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 factsset forth herein either through my own personal knowledge or through a review of documentsrelated to BCDMs claims against the Debtors. If called to testify in connection with theBankruptcy Cases, the following would constitute my testimony.
  2. 2. 2. I am a Managing Director of Black Diamond Capital Management, L.L.C., whichthrough its affiliated entities is the investment manager for BDCM. BDCM has its principalplace of business at 1 Sound Shore Drive, Suite 200, Greenwich, Connecticut 06830. BDCM isa creditor of the Debtors based upon its status as a lender under that certain Amended andRestated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and GuarantyAgreement 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, variouslenders, Goldman Sachs Credit Partners L.P., as lead arranger and syndication agent, and TheCIT 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 extendterm loans, revolving loans, and synthetic letters of credit to the Debtors in the amount of$315 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 BDCM 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,instruments, insurance, intellectual property, investment related property, letter of credit rights, 2
  3. 3. 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,BDCM received an unconditional transfer and assignment of certain amounts of loans owed bythe Debtors under the First Lien Credit Agreement (the "Assigned Claims"). Redacted copies ofthe assignment documentation are attached as Exhibit A. 7. The Assigned Claims were not assigned to BDCM for the purposes ofcommencing the Bankruptcy Cases. 8. As of the date hereof, BDCM holds Obligations in the aggregate principal amountof at least $26.8 million, together with all accrued and unpaid interest (including default interest),fees and expenses calculated in accordance with the Credit Agreement. . rJ-1-..Dated: May if_ 2012 Greenwich, Connecticut -d/~ RICHARD EHRLICHSworn to and subscribed before meThis (/ 0 day ofMay, 2012 //71~,~ ~- Notary Public . r r Subscribed and swom to before me l ~=21::3:!;2_ Notary Public Ex~lres: Date commission /6 J /s~Z ~/ Y l ., ----I"DVJ 3
  4. 4. EXHIBIT A
  5. 5. L PURCHASE AND SALE AGREEMENT TRANSACTION SPECIFIC TERMS THIS PURCHASE AND SALE AGREEMENT F s dated as of the Agreement Date and entered into by and between Seller and Buyer to govern purchase and sale of the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and.agreemleln.ts.seltlflorlth in the LSTA Standard Terms and Conditions for Purchase and Sale Agreement for 1 published by the LSTA as of I the "Standard Terms"). The Standard Terms are incorporated herein by reference any cation 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 fo overning 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: Seller MEl: Buyer: Buyer MEl: Credit Agreement: Lien Secured Super-Priority Debtor In Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007, and amended and restated as of May 15, 2007, among Allied Systems Holdings, Inc. (as successor by merger to Allied Holdings, Inc.), Allied Systems, Ltd. (L.P.), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto from time to time, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto Borrower: Allied Systems Holdings, Inc., Allied Systems, Ltd. (L.P.) Purchase Amount(s): (1 pal amount of LC Deposits (2 cipal amount of Term Loans Tranche(s): (1 (2 CUSIP Number(s), if available: Not Applicable Pre-Settlement Date Accruals 0 Settled Without Accrued Interest Treatment: ~ Trades Flat Type of Assignment: ~ Original AssignmentLSTA EFFECTIVE SoptambrH 9, 20·11 Col>yri]ht 1) LSTA 2011. All rights reserved.
  6. 6. 0 Secondary Assignment Borrower In Bankruptcy: YesO No~ Delivery of Credit Documents: YesO No~ Netting Arrangements: Yes~ NoD Flip Representations: YesO No~ Step-Up Provisions: YesO No~ Shift Date: Not Applicable Transfer Notice YesO No~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 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 rreanings in 1t1is Agreement as in 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 Spec1f1c Terms shall govern and controlIn this Agreement:"8gent" means THE CIT GHOUP I Business Credit, Inc. as Administrative Agent under the CreditAgreement."Assignment" means an Assignment and Assumption Agree1nent that is in the form specified in the CreditAgreement for an assignment of the Loans and Commitments (if any) and any Required Consents tosuch assignment"Bankruptcy Case" select one: ~ 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: l8J none. 0 means [the United States Bankruptcy Court for the _ _ _ _ District of _ _ _ _ _ (and, if appropriate, the United States District Court for that District)]."Bar Date" select one: ·-·~ot applicable. 0 none has been set. 0 means [specify applicable date, if any]."Buyer Purchase Price select one: 0 not applicable. 0 means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter (this applies if there are four (4) or more parties involved in the netting arrangement). 2
  7. 7. "Commitments" select one: --~ none. 0 means [identify applicable commitment tranche(s) using Credit Agreement definitions] in H1e principal amount of $1£1€_______ [in each case specify the aggregate amount of the Loans, the Unfunded Commitments and the portion, if any, of the Commitments that is irrevocably "frozen" (L_s, that ts not subject to future drawing)]."Covered Prior Seller" select one: [g) not applicable. 0 means each Prior Seller that transferred the Loans and Commitments (if any) on or after t11e Shift Date [but prior to the transfer pursuant to which transferred such Loans and Commtments (if any) on a distressed documentation basis pursuant to the Purchase and Sale Agreement for Distressed Trades dated as of , as set forth in the Annex]."Filing Datr( select one: !81 none. 0 means [identify date on which Borrower filed Bankruptcy Case]."Loans means (i} LC Deposits in ipal amount or.lllllllland (ii} Term Loans inthe outstanding principal amount o f l • •"Nettin_q Letter" select one: 0 not applicable. !81 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."9riginal Buyer" select one: 0 !81 notap]p.licialbllel.llllllllllll meanSJ"Penultimate Buyer" select one: 0 not applicable. [g) none ("none is applicable if there are only three (3) parties tnvolved in the netting arrangement). 0 means _ _j.Required Consents" means notice to the Borrowers and the Agent and the acceptance and recordationof the Assignment by the Agent."Seiler Purchase Price" select one; 0 not applicable. t2J means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter."Transfer Fee".llllllllll"Unfunded Q.Qmmitments" means none. 3
  8. 8. SECTION 4 (SELLERS REPRESENTATIONS AND WARRANTIES} rThe following specified terms shall apply to the sections referenced in this Section 8: Flat Representafion Flip Representation-- Step-Up ~----, Representation -------L:--~-;:--,--~-= i If "No" is specified If "Yes" is specified If "Yes" is specified j opposite both "Flip opposite "Flip opposite "Step-Up Representations" and Representations" ·Step-Up Provisions" in the the Transaction Summary, in Transaction the I Provisions" in Transaction Summary, the the following , Summary, the following • following subsections . subsections of Section 1 subsections of Section 4 of Section 4 shall I 4 shall apply: shall apply: j 1 apply: .1--, s-=-e-c"""·ti_o_r_l4--:-_...,.ic-(dc-}c: (T=itc-1~,. .} · --~---section 4-.-I{d)(i) L-Secticm 4.1 (d}(ii) l Section 4 1(d)(i} ~ Soct~o 4. 1{e)I(Proceedings) = t s o c t i o o 4. 1{e){l)I Section 4. 1(e}(i) __ ,_ Secti0n-·4~1(e}(ii)1 I I1-::::--:-:-· · - Section 4. 1(1) (Principal Amount) -·-· ---- Section 4.i(f)(i) Section ,f"f(i)(-ii)-- --- seciiori4.1(t)(i)- .___ __ , -I ~ · SectiOn4. 1(g) (Future- --- Section 4.1 (g)(i) Section 4.1(g)(ii) Section 4.1 (g)(iii) Funding) --·-·-··· -~~- .. Section 4. 1(h) (Acts ancr~·- -·~- Section 4.1(h)(i) Section 4.1 (h)(i) Section 4. 1(h)(ii), QmJ§E!lons)lI~--·W-•••·-·----··•·1 Section 4. 1(i) .. . ... --1 ·~-~ Section 4.1 (i)(i) --- Section 4.1 (i)(i): : - - -·-·section4T(i)(ii) ·~ -;1 (performance of Obligations) _______ ____._ Section 4 1(l)(iy-- ~~-- Section 4.1 (I) (Setoff) -- Section 4.1 (l)(i) Section 4.1 (l)(ii) Section 4.1 (t) (Con sa~ r----------::c··---···------· Section 4.1 (t)(i} ------ - ; -Section-4.1·(t)(ii) Section 4.1 (t)(i) · -..- - - · · - - and Waivers)~- ............. --,.,...- Section 4.1 (u) (Other section 4:1(u)(i) Section 4.1 (u)(i) ........ sectiof1-,:rf(u)(iiT Documents) . ---- -sectfon 4.1 (v) (Proof of --~ Section 4.1 (v)(i} Section 4.1(v)(ii) Section 4.1 (v)(i) Claim) . jSection 4. 1(k) (Purchase Price); NS?.tting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4. 1(k) shall be amended in its entirety as follows: (k) [intentionally omitted]." 4
  9. 9. 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. 0 Seller acquired the Transferred Rights from Immediate Pnor 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 par/near par loans and distressed loans. [8:1 Not applicable.Section 4.1 (u) (Other Documents). [8:1 None. 0 The following: _ _ _ __Section 4.1 (v) (Proof of Claim). 0 The Proof of Claim was duly and Umely filed, on or prior to the Bar Date, by 0 the Agent on behalf of the Lenders. 0 Seller or a Prior Seller. 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. 0 Not applicable.SECTION 5 (BUYERS REPRESENTATIONS AND WARRANTIESSection 5.1 (n) (Buyer Status). 0 Buyer is not a Lender. [8:1 Buyer is a Lender. 0 Buyer is an Affiliate [substitute Credit Agreement defined term if different] (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.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 tne Trade Date.SECTION 6 (INDEMNIFICATION)Section 6,1 (Sellers lnderonities); 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) sr,all apply (and the alternate indemnities contained in Section6.1 (b) shall not apply).SECTION 7 (COSTS AND EXPENSES)0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price sl1all be increased by an amount equal to 0 one-half thereof. 0 other relevant fraction or percentage, _ _ , thereof. 5
  10. 10. D The Transfer Fee shall be paid by Buyer to the Agent and Buy!:lr shall receive a credit to the Purchase Price equal to D one-half thereof. D otl1er relevant fraction or percentage, _ _ , thereof.[g) The Transfer Fee shall be paid and allocated in the manner specifie<~ 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.0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in respect thereof.SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)Section 8.2 (Distributions); Step-Up Distributions Covenant. (i) If "Yes" is specified opposite "Step-Up Provisions" in th~ Transaction Summary, Sellerscovenants contained !n Section 8.2(b) shall apply (and the alternate covenants contained in Section8.2(a) shall not apply). (ii) If "No" is spec1f1ed opposite "Step-Up Provisions" in th.e Transaction Summary, Sellerscovenants cor1tained in Section 8.2(a} shall apply (and the alternate covenants contained in Section8.2(b) shall not apply).Section 8.4 (Wire Instructions).SECTION 9 (NOTICES)Sellers Address for Notices and Deli&[.{ 6
  11. 11. Operations Contact(Fundlng Notices, Borrowtilgs, Paydowns, Interest, Fees, etc.)Buyers Address for Notices and Delivery:All Notices Sent ToBDCM OPPORTUNITY FUND II, L.P.C/0 Black Diamond Capital Management, L.L.C.Attn: Loan AdministratorLegal Documentation:Send To:BDCM OPPORTUNITY FUND II, L.P.c/o Black Diamond Capital Management L.L.C.Attn: Loan AdministratorCredit CommunicationsAll Credit Information Sent To:Black Diamond Capital Management, L.L.C. 7
  12. 12. PH•-H.. SECTION 27 (ADDITIONAL PROVISIONS)Tt· e following additional provisions, ·Including any modifications to existing provisions, shall apply• None 8
  13. 13. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER By:~--------------- Name: Title: BUYER BDCM OPPORTUNITY FUND II, L.P. by BOCM Opportunity Fund II Adviser, L.L.C. its Investment Manager 9
  14. 14. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER BUYER BDCM OPPORTUNITY FUND II, L.P. by BDCM Opportunity Fund II Adviser, L.L.C. its Investment Manager Title: 9
  15. 15. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES1. If "Secondary Assignment" is specified opposite "Type of _<lssignment" in the Transaction Summary, list of Predecessor Transfer Agreements and prindpal amount as of the settlement date with respect thereto, of the portion of the Loans and Commitmerots (if any) thereunder assigned hereby for purposes of Section 4.1 (r) and Section 5.1 (l«)(i) hereof, and designation as to whether such Predecessor Transfer Agreements relate to parlnG<ar par loans or distressed loans. Not Applicable2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1(s) hereof. None.3. Description of Proof of Claim (if any). Not applicable.4. Description of Adequate Protection Order (if any). Not applicable.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 <Mnount of the Loans on or after the Trade Date but on or prior to the Settlement Date i s · · · · Annex-ldc-585084
  16. 16. ASSIGNMENT AND ASSUMPTION AGREEMENT T!1is Assignment and Assumption A!~;~;~~~-lj~~~-~~~(::~;set forth below and Is entered into by andOpportunity Fund II, L.P. (lhe "Assignee"). Capitalized terms u herein shall have themeaningg given to them in the Amended and Restated First Lien Senior Secured Stlper-Priorlty Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below (as II may be amended,supplemented or otheiWise modified from time to lime, he Credit Agreement"), receipt of a copy of whichis hereby acknowledged by the Assignee. The Standard Terms and Conditions sel forth in Annex 1attached 1areto are hereby agreed to and Incorporated herein by r~ference and made a part of thisAssignment as if set forth herein in fulL For an e~greed consideration, the Assignor hereby irrevocably sells and assigns to t11e Assignee,and the Assignee hereby Irrevocably purchases and assumes from the Assignor, subject to and Inaccordance with the Standard Terms and Conditiolls and the Credit Agreement, as of the Effective OateInserted by the Administrative Agent as contemplated below, the interf)st in and to all of the Assignorsrights and obligations under tile Credit Agreernont and any other documents or instruments deliveredpursuant thereto !hat represents the amount and percentage Interest idenlifled below of all of llleAssignors ootstanding rights and obligations under the respective facilities identified below (including, tothe extent Included in any such facilitie~. letters o1 credit, LC Deposits and swing line loans) (the "AssignedInterest"). Such sale and assignment Is without recourse to the Assignor and, except as expresslyprovided In this Assignment and the Credit Agreement, without representation or warranty by lheAssignor.j Assignor:2. Assignee: BDCM Opportunity Fund II, L.P.3. Borrow<:!r(s): Allied Systems Holdings, Inc., Allied Systems, LTD (LP.)4. Adrninistrative Agent; The CIT Group I Busine,.,. Credit, Inc., as the administrative agent utder the Credit Agreement5. 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, and amended and restat"d as of May 15, 2007, among Allied SystGms Holdings, Inc. (as successor by merger to Allied Holdings, Inc.), Allied Systems, Ltd. (LP.), certain Subsidiaries or Holdings and Systems, as Guarantors, tile Lenders parties thereto from llme to lime, Goldman Sachs Credit Partners L.P, as Lead Arranger and Syndication Agent, The CIT Group/Businesa Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties 11GretoNY450783. 11153-04166
  17. 17. 6. Assigned Interest: Aggregate Amount of Amount of Percentage Assigned of Commitment!Loans/LC Commitment/Loans/LC Commitmentlloans/LCFacility Assigned Deposits for all Lenders Deposits Assigned Deposits-----·----LC DepositsTerm Loans USD···· USD•• ---SD --IIJSD --·VoEffective Date: 2
  18. 18. 7. Notice and Wire ln,tructions: See Attached 3
  19. 19. Wire Instructions Wire Instructions: See Attached 1[
  20. 20. The terms set forth in this Assignment are hereby agreed to; ASSIGNOR By: Name: Title: ASSIGNEE BDCM Opportunity Fund II, L.P .. as Assignee By BDCM Opportunity F4md II Adviser, L.L.C. Its Investment Manager 5
  21. 21. The terms set forth in this Assgnrnent are hereby agreed to: ASSIGNOR ASSIGNEE BDCM Opportunity Fund 11, L.P., liS AsslgMe B BOCM Opportunity Fund II Adviser, L.L.C. 1s Investment Manager By: ____· · - - - - - - · - - - - - · - · - - - - · - .llarne: Tltle: 5
  22. 22. Consented to and Accepted;Consented to:ALLIED HOLDINGS, INC.By:Name:Tltl<l:ALLIED SYSTEMS, LTD (L.P.)lly:Nama:Iitie: 6
  23. 23. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT l. Representations and Warranties. l. 1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficialovmor of the Assigned Interest, (li) lhe Assigned Interest is free and clear of any lien, encumbrance orother adverse claim and (iii) It has fuil power and authority, Md has t<:lken all action necessary, to BXecuteand delivm Ihis 1>.sslgnment and to consummate the transactions contemplated hereby; ::~nd (b) assumesno responsibility with respect to (i) any statements (as defined herein), warranties or representationsmade in or in connection with any Credit Documenl, (il) the execution, legality, validity, enforceability,genuineness, sufflcioncy or value of the CrEJdil Agreement or any other instrumr:Jnl or document deliveredpursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any collateralthereunder, (iii) the financial 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 oi)servance by the8orrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligationsunder any Credit Document. l .2 Assignee. The Assignee (a) represents and warrants thai (i) it has full power andauthority, and has taken all action necessary, to execute and deliver this Assignment and to consummatethe transactions cont(lmpl<1tad hereby and to bt<Jcome a Lender under the Credit Agreerne11t, (ii) it meetsall requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after :he EffectiveDate, it shall be bound by the provisions of the Credit Agrostnsnt and, to the extent of the AssignedInterest, shall have the obligaliona of a lender thereunder, (iv) II has received a copy of tho CreditAgreement !lnd such oti1er documents and information as il has deemed appropriate to make its owncredt analysis and decision to enter into this Assign1nent and to purchase the Assigned Interest on thebasis of which it has 1nada such analysis and decision, and (v) if it is a Non US Let1der, attached to theAssignment is any documentation required to be delivered by it pursuant to the terms of the CreditAgreement, duly completed and executed by the Assignee; and (b) agrees that (i) It will, independentlyand without reliance on the Administrative Agent, the Assignor or any other Lender, and based on suchdocuments and Information as It shall deem appropriate at that time, continue to make its own creditdecisions in taling or not taking action under the Credit Documents, end (ii) it will perform in accordancewitl> their tt>rms all of the obllg<1ions which by the !erms 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 tleEffective Date as follows: 2. I With respect to Assigned Interests for Term Loans, unless notice to the contrary isdelivered to tile Lender from tile Administrative Agent, paym13nl to li)e Assignor by the Assignee inrespect of llie Assignfld Interest shall include such compensation to the Assignor as may be agreed uponby the Assignor and the Assignee with respect to all unpaid interest which has accrued on the AssignedInterest to but excluding the Effective Date. On and alter the applicable Effective Date, the Assigneeshall bo enlifled to receive all into rest paid or payable with respect to the Assigned lnte1·est, whether suchinterest accrued before or after the Effecttvo Dste. 2.2 With respect to As~Hgned Interests for Hevolving Loans and LC Comrr11tmemts snd LCDopa sits, from and alter the Effective Date, the Administrative Agent shall make all payments In respectof the Assigned Interest (including payments of principal, interest, fees and other amounts) to theAssignor for amounts which have accrued to but excluding the Effective Dale and to the Assignee loramounts which have accrued from and after the Effective Date. · 7
  24. 24. 3. General Provisions. This Assignment shall be binding upon, and Inure to !he benefi or,the parties hereto and their respective successors and assigns. This Assignment may be executed in anynumber of counterparts, which together shall constitute one lns;rument. Delivery of an executedcounterpart of a signature psge of this Assignment by tetecopy shall be eHective as delivery of a manuallyexecuted counterpart of this Assignment. This Assignment shall be governed by, and construed inuccordance with, the Internal laws of the Stale of New York without regard to conflict <>f laws principl~sthereof.
  25. 25. L PURCHASEANDSALEAG TRANSACTION SPECIFIC TERMS THIS PURCHASE AND SALE AGREEM 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 LSTA Standard Terms and Conditions for Purchase and Sale Agreement-········published by the LSTA as of (the "Standard Terms"). The Standard Terms are incorporated herein by reference any ification 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 - - - - - g o v e r n i n g the Transaction. With respect to the Transaction, the Parties agree to be ~d Terms and the Transaction Specific Terms set forth herein. Trade Date: Agreement Date: Seller: Seller MEl: Buyer: Buyer MEl: 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, and amended and restated as of May 15, 2007, among Allied Systems Holdings, Inc. (as successor by merger to Allied Holdings, Inc.}, Allied Systems, Ltd. (L.P .), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto from time to time, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto Borrower: Allied Systems Holdings, Inc., Allied Systems, Ltd. (l.P.) Purchase Amount(s): (1 pal amount of LC Deposits ( Tranche(s): CUSIP Number(s), if available: Not Applicable Pre-Settlement Date Accruals 0 Settled Without Accrued Interest Treatment: · l8J Trades Flat Type of Assignment: k8J Original Assignment LSTA EFFECTIVE Septombor 9, 2011 Copyri(lllt@ LSTA 2Q11. All rlqhts rosorvod.
  26. 26. 0 Secondary Assignment Borrower in Bankruptcy: YesO No [gJ Delivery of Credit Documents: YesO No [gJ Netting Arrangements: Yes [gJ NoD Flip Representations: YesO No~ Step-Up Provisions: YesO No~ Shift Date: Not Applicable Transfer Notice YesO No~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 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 in 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 lo 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 under the CreditAgreement."Assignment" means an Assignment and Assumption Agreement tMt is in the form specified in the CreditAgreement for an assignment of the Loans and Commitments (if any) and any Required Consents tosuch assignment."Bankruptcy Case" select one: [gJ 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: ~ none. 0 means [the United States Bankruptcy Court for the _____ District of _ _ _ _ (and, if appropriate, the United States District Court for that District)]."Bar Date" select one: [gj not applicable. 0 none has been set 0 means [specify applicable date, if any]."lildYer Purchase Price" select one: 0 not applicable. ~ means the purchase price payable by Buyer to Original Buyer pt1rsuant 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). 2
  27. 27. "Commitments" select one:-~-~;;;);;~- o means [identify applicable commitment tranche(s) using Credit Agreement definitions] in the principal amount of $/£/€ {in each case specify the aggregate amount of the Loans, the Unfunded Commitments and the portion, if any, of the Commitments thai is irrevocably "frozen" (i.e .. that is not subject to future drawing)].Covered Prior Seller" select one: 0 not applicable. D means each Prior Seller that transferred the Loans and Commitments (if any} on or after the Shift Date [but prior to the transfer pursuant to which transferred such Loans and Commitments (if any) on a distressed documentation basis pursuant to the Purchase and Sale Agreement for Distressed Trades dated as of , as set forth in the Annex]."Filing Oat§" select one: 0 none. D means [identify date on which Borrower filed Bankruptcy Case]."1.9...illl.§." means (i) LC Deposits in t;iheilclultsltalnldlinlglllplrincipal amount ot~nd (il) Term Loans inthe outstarlding principal amount ot 1 1 1"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 ar1d Original Buyer."Original Bum" select one: 0 not applicable. 0 meantlllillii•••••••"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"8__~guired Consents" means notice to the Borrowers and the Agent and the acceptance and recordationof the Assignment by the Agent."Seller Purchase Price" select one: 0 not applicable. 0 means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter."Transfer F e e · -"Unfunded Commitm§mt;( means none. 3
  28. 28. SECTION 4 {SELLERS REPRESENTATIONS AND WARRANTIES}Tl1e following specified terms shall apply to the sections referenced in this Section B: ---------- ·•··· ·-----,~--,-~;;;:-:;-_;:;:~--e~-resen-tafron I Flip Representation- --------Step-Up Representationf------------l If "No" is -s-p-ec-,if;:-ie-d+l""f-c,:::-,Y:-e·S"iSSpecified 1{-;,;;/es"is specified opposite both "Flip opposite Flip opposite "Step-Up Representations" and Representations" in Provisions" in the "Step-Up Provisions in the Transaction Transaction Summary, the Transaction Summary, the the following Summary, the following following subsections I subsections of Section subsections of Section 4 of Section 4 shall I 4 shall apply: ·,---=----1 shall apply: -secifon-·41(Cil (Title) sf;)ction 4.1 (d)(i) · .. :~~S~~e:_c ..tron 4 i(d)(ir) . I! --Sectr·on--4.1(-d---)-(r·)-· Section--4·-nei ____________ ----sec-,tio--n-4 _-:-17 7 (ec-:)(:::-i)--+ 1--::s::-e-ct""io-n--4 . 7 7 1(:-e:-:)(::-i)-----=s-ec-:cuc--o---:n 4~-i{e)(~-)-! (Proceedings) 1 I Section 4. 1(f) (Principal Section 4. i (f)(i) --- ---=s:-e-ct.,.io_n_4-.1-:-(--:::f)-cc(ii,_)--l----=s-ec_t.,..io_n_4__1""(t"")(=i)---~ Amount) i Section 4.1(g) (Future Section 4. 1(g)(i) Section 4.1 (g)(iii) Funding) Section 4.1(h) (Acts and Section 4. 1(h)(i) ·----section 4.1 (h)(i) -- · section 4.1 (h)(ii) Omissions) ··section 4.1 (i) -·~----1f---s:.-e-ct,...io_n_4c-_1:-:(-:Ci)c::(i)___ ··· ... ·--····--·--·---------..---------..!I Section 4,1 (i)(i) Section 4.1 (i)(i) (Performance of Obligations) If-::--,----,-~------·--·------ --~;:::---:-;---;-;-;;-;-;;-:--· --- _._... ~,-------1----,---·-- ..........---1 Section 4.1 (I) (Setoff) Section 4. 1(l)(i) Section 4.1 (l)(i) Section 4. 1(l)(ii) · Section 4.1 (t) (Consents 1 Section 4.1 (t)(i) I Section 4.1 (t)(i) SeCtion 4.1 (t)(ii) and Waivers) 1 1: Section 4.1 (u) (oiiler·--j -----Seciion-~f-1(u)(T)"--- "section 4.T(u)(if--l---=-s-ec-t.,-!o_n_4-.1-(_u__ __ _ ){.ii")j Documents) iI=" 4.1(~ (P,®I o( ••... -- Sectioo 41 11:1I::~:~1---- ~-S"11oo 41 lltiljSection 4.1 (k) CE..u.n;:hase Price); Netting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4. 1(k) shall be amended in its entirety as follows: (k) [intentionally omitted]." 4
  29. 29. Section 4.1 (r) (Predecessor Transfer Agreements). 0 Seller acquired the Transferred Rights from Immediate Prior Sell"r pursuant to Predecessor Transfer Agreements relating to parinear par loans. 0 Seller acquired the Transferred Rights from Immediate Prior SelliBr pursuant to Predecessor Transfer Agreements relating to distressed loans. 0 Seller acquired U1e Transferred Rights from Immediate Prior Sell(i:lr pmsuant to Predecessor Transfer Agreements relating to both par/near par loans and distresses.i loans. [81 Not applicable.Section 4.1 (u) (Other Documents). [81 None. LJ The following: - - - - ·Section 4.1(v) (Proof of Claim). 0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date. by [] the Agent on behalf of the Lenders. [] 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. D No Bar Date has been set in the Bankruptcy Case and no Proof 05 Claim l1as been filed. [81 Not applicable.SECTION 5 (BUYERS REPRESENTATIONS AND WARRANTIES)Section 5.1(n) (Buyer Status). 0 Buyer is not a Lender. [81 Buyer is a Lender. 0 Buyer is an Affiliate (substitute Credit Agreement defined term if different] (as defined in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined ~erm if different] of a Lender.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 Oate and· (ii) requested copies of theCredit Documents from Seller on or prior to the Trade Date.SECTION 6 (INDEMNIFICATIOlliSection 6.1 (Sellers Indemnities); Ste..Q-Up Indemnities. (i) If "Yes" is specified opposite "Step-Up Provisions" i•n the Tn,,msaction 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 Tramsaction Summary, Se!lersindemnities contained in Section 6.1 (a) shall apply (and the alternate indemnities contained in Section6.1 (b) shall not apply).SECTION 7 (COSTS AND EXPENSES}0 Tl1e 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. [] other relevant fraction or percentage, _ _ , thereof. 5
  30. 30. 0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall rece1ve a credit to the Purchase Price equal to 0 one-half thereof. D other relevant fraction or percentage, _ _ , thereof.[g) The Transfer Fee shall be paid and allocated in the manner specified in the Netting Letter.0 fhe Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase Price shall be made in respect thereof.0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price Silall be made in respect thereof.SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS}Section 8.2 (Distributions); Step-Up Distributions Covenant. (i} If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Sellerscovenants contained 1n Section 8.2(b) shall apply (and the alternate covenants contained in Section8 2(a} sr1all 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}.Section 8.4 (Wire Instructions).Sellers Wire lns_tructions:Buyers Wire Instructions:SECTION 9 (NOTICES)Seilers Address for Notices and Delivery: 6
  31. 31. Operations Contact(Fundmg Notices, 8orrowings, Paydowns, Interest, Fees, etc.)Buye(s Addr~ss for Notices and Delivery:All Notices Sent ToBDCM OPPORTUNITY FUND II, L.P.C/0 Black Diarrond Capital Management, L.L.C.Attn: Loan AdministratorLegal Documentation:Send To:BOCM OPPORTUNITY FUND II, LPc/o Black Diamond Capital Management L.L.C.Credit CommunicationsAll Credit Information Sent To: Man,.,r1Atr>Rli1, L. L. C. 7
  32. 32. PH:- Fth_ SECTION 27 (ADDITIONAL PROVISIONS)The following additional provisions, including any modifications to existing provisions, shall apply: None 8
  33. 33. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name: Title: BUYER BDCM OPPORTUNITY FUND II, L.P. by BDCM Opportunity Fund II Adviser, l.L.C. its Investment Manager By.·_-- Name: Title: 9
  34. 34. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER BUYER BDCM OPPORTUNITY FUND II, L.P. by BDCM Opportunity Fund H Adviser, L.L.C. its Investment Manager By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. Name: Title: 9
  35. 35. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES1. If "Secondary Assignment" is specified 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 Commitments (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. Not Applicable2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4 i(s) hereof. None.3. Description of Proof of Claim (if any). Not applicable.4. Description of Adequate Protection Order (if any). Not applicable.5. List any exceptions to Section 4.1 (w) (Notice of Impairment). None.6. The amount of any PIK Interest that accreted to thell·?lrlinlcliplallamount of the Loans on or after the Trade Date but on or prior to the Settlement Date is• 1 Annex-!dc-58508~
  36. 36. ASSIGNMENT AND ASSUMPTION AGREEMEN1 This Assignment and Assumption Agreement the "Assi nment") is dated as of the Effective Dateset forth below and is entered into by and between {the Assignor") and BDCMOpportunity Fund II, LP. (the "Assignee"), Capitalized terms used but no oefined herein shall have themeanings 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 Agreemeni), receipt of a copy of whichis hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1attached hereto are hereby agreed to and incorporated i1erein by reference and made a part of thisAssignment as if set forth herein in MI. 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 inaccordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Dateinserted by the Administrative Agent as contemplated below, the interest in and to ali of the Assignorsrigl;ts and obligations under the Credit Agreement and any other documents or instruments deliveredpursuant thereto that represents the amount and percentage interest identified below of all of theAssignors outstanding rights and obligations under the respeciive facilities identified below (including, tothe extent included in any such facilities, letters of credit, LC Deposits and swingline loans) (the "AssignedInterest"). Such sale and assignment is without recourse to the Assignor and, except as expresslyprovided in this Assignment and the Credit Agreement, without representation or warranty by theAssignor1. Assignor:2. Assignee: BDCM Opportunity Fund II, L.F.3. Borrower(s): Allied Systems Holdings, Inc., illied Systems, LTO (L.P.)4, Administrative Agent: The CIT Group I Business Credit, Inc., as the administrative agent under the Credit Agreement5. 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, and amended and restated as of May 15, 2007, among Allied Systems Holdings, Inc. (as successor by merger to Allied Holdings, Inc.), Ailied Systems, Ltd. (L.P.), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto from time to time, Goldman Sachs Credit Partners LP, as Lead Arranger and Syndication Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties theretoNY450783. 11153-04166
  37. 37. 6. Assigned Interest: /l.ggrega!e Amount of Amount of Percentage Assigned of Commilment/Loans/LC Comml!ment/LoansiLC Commitment!Loans/LC --v.Facility Assigned Deposits for all Lenders Deposits Assigned Deposits --·-·-····------ -----LC Deposits USD• • • • •USDTerm Loans USD···· --11-JSD --VoEffective 2
  38. 38. 7. Notice and Wire Instructions: See Attached 3
  39. 39. Wire Instructions: Wire Instructions: See Attached 4
  40. 40. The terms set forth in this Assignment are hereby agreed to: ASSIGNOR By:-:-:-------------- Name: Title: ASSIGNEE BDCM Opportunity Fund II, L.P., as Assignee By BDCM Opportunity Fund II Adviser, L.L.C. Its Investment Manager By: 5
  41. 41. The terms set forth in this /ssignment are hereby agreed to: ASSIGNOR BDCM Opportunity Fund II, LP., as Assignee By BDCM Opportunity Fund II Adviser, L.L.C. lls Investment Manager By: _ _ _ _ __ Name: Title: 5
  42. 42. Consented (o and Accepted:Consented to:ALLIED HOLDINGS, INC.13y: ---------···--·-------·---··-·----Name:Title:ALLIED SYSTEMS, LTD (L.P.)By: ·-------·--·------Name:Title: 6
  43. 43. STAND/RD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION AGREEMENT Representations and Warranties. [ .1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficialowner of ~he Assigned Interest, (ii) the Assigned Into rest is free and clear of any lien, encumbrance 01other adverse claim and (iii) it has full power and authority, and has taken sll action necessary, to executeand deliver this Assignment and to consummate the trsnsactions contemplated hereby; and (b) assumesno responsibility with respect to (i) any statements (as defined herein), warranties or representationsmade in cr in connection with any Credit Document, (ii) the execution, legality, validity, enforceability,genuinePass, sufficiency or value of the Credit Agreement or any other instrument or document deliveredpursuant thereto, other U1an this Assignment (herein collectively the "Credit Documents"), or any collateraltl1ereunder, (iii) the fin<mcial condition of the Company, any of its Subsidiaries or Affiliates or any otherPersC>n odigated in respect of ony Credit Document or (iv} the performance or observance by theBorrower any of its Subsidiaries or Affiliates or any other Person of any of their respective obligationsunder an·1; Credit Document. ( .2 Assignee. The Assignee (a) lepresents and warrants that (i) it has full power andauthority and has taken all action necessary, to execute and deliver this Assignment and to consummatethe transe:,ctions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meetsall requirccments of an Eligible Assignee under the Credit Agreement, (Iii) from and after the EffectiveDate, it siall be bound by the provisions of the Credit Agreement and, to the extent of the AssignedInterest. o;hall ~1ave the obligations of a Lender thereunder. (iv) it has received a copy of the CreditAgreerne lf and such other documents and information as it has deemed appropriate to make its owncredit anBiysis and decision to enter into this Assignment and to purchase the Assigned Interest on thebas1s of ·uhich it has made such analysis and decision, and (v) if it is a Non US Lender, attached to theAssignmnt is any documentation required to be delivered by it pursuant to the terms of the CreditAgreement, duly completed and executeo by t11e Assignee; and (b) agrees that (i) it will, independentlyand with•>ut reliance on the Administrative Agent, the Assignor or any other Lender, and based on suchdocumer:s and information as it shall deem appropriate at that time, continue to make its own creditdecisions in taking or not taking action under the Credit Documents, and (li) it will perform in accordancewith thei• terms all of the obligations which by the terms of the Credit Dccuments are required to beperforme :1 by it as a Lender. c.. Payments. All payments with respect to the Assigned Interests shall be made on theEffective Date as follows: 2:,1 With respect to Assigned Interests for Term Loans, unless notice to the contrary isdelivereo to the Lender from the Administrative Agent, payment to the Assignor by the Assignee inrespect d the Assigned Interest shall include such compensation to the Assignor as may be agreed uponby the Assignor and the Assignee with respect to all unpaid interest which has accrued on the .P.ssignedInterest to but excluding the Effective Date. On and after the applicable Effective Date, the Assigneeshall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether suchinterest eccrued before or after the Effective Date. 2:,.2 With respect to Assigned Interests for Revolving Loans and LC Commitrr.ents and LCDeposits. from and after the Effective Date, the Administrative Agent shall make all payments in respectof the Assigned Interest (including payments of principal, interest, fees and other amounts) to theAssignor for amounts which have accrued to but excluding the Effective Date and to the Assignee foramounts which have accrued from and after the Effective Date. 7
  44. 44. 3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of,the parties hereto and their respective successors and assigns. Tills Assignment may be execC~ted in anynumber of counterparts, which together shall constitute one instrument. Delivery of an executedcounterpati of a signature page of this Assignment by telecopy shall be effective as delivery of a manuallyexecuted counterpart of this Assignment. This Assignment shall be governed by, and construed inaccordance with, the internal laws of the State of New York withott regard to conflict of laws principlesthereof. 8
  45. 45. PURCHASE AND SALE AGREEMENT F TRANSACTION SPECIFIC TERMS THIS PURCHASE AND SALE AGREEMENT dated as of the Agreement Date and entered into by and between Seller uyer govern purchase and sale of the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and in the LSTA Standard Terms and Sale Agreement for published by the LSTA as (the "Standard Terms"). The Standard Terms are incorporated herein by reference withou any 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 Terms together constitute a single integrated Purchase and Sale Agreement rning the Transaction. With respect to the Transaction, the Parties agree to be Terms and the Transaction Specific Terms set forth herein. Trade Date: Agreement Date: Seller: Seller MEl: Buyer: Buyer MEl: Credit Agreement: Lien Secured Super-Priority Debtor In Possession and Exit Credit and Guaranty Agreement dated as of March 30, 2007, and amended and restated as of May 15, 2007, among Allied Systems Holdings, Inc. (as successor by merger to Allied Holdings, Inc.), Allied Systems, Ltd. (L.P.), certain Subsidiaries of Holdings and Systems, as Guarantors, the Lenders parties thereto from time to time, Goldman Sachs Credit Partners L.P., as Lead Arranger and Syndication Agent, The CIT Group/Business Credit, Inc., as Administrative Agent and Collateral Agent and the other agents parties thereto Borrower: Allied Systems Holdings, Inc., Allied Systems, Ltd. (L.P.) Purchase Amount(s): (1) (2) Tranche(s): (1 (2 CUSIP Number(s), if available: Not Applicable Pre-Settlement Date Accruals 0 Settled Without Accrued Interest Treatment: ~ Trades Flat Type of Assignment: ~ Original Assignment LSTA EFFECTIVE September 9, 2011 Copyrigllt@ LSTA 2011. All rights reserved.
  46. 46. 0 Secondary Assignment Borrower in Bankruptcy: YesO No [8J Delivery of Credit Documents: YesO No [8J Netting Arrangements: Yes 18] NoD Flip Representations: YesO No !S] Step-Up Provisions: YesO No [8J Shift Date: Not Applicable Transfer Notice YesO No [8JDEFINITIONSCapitalized terms used in this Agreement shall have tf1e respective meanings ascribed thereto in Section1 :>f the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and asotr,erwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreementand not other.vise defined in this Agreement shall rave the same meanings in this Agreement as in theCredit Agreement. Except as othetwise 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, tile Transaction Specific Terms shall govern and control.In this Agreement:"~gent" means THE CIT GROUP I Business Credit. Inc. as Administrative Agent under the CreditAgreement."Assignment" means an Assignment and Assumption Agreement that is in the form specified in the CreditAgreement for an assignment of the Loans and Commitments (if any) and any Requirea Consents :osuch assignment.··s smkruptcv Case" select one: t2l none. 0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor. In re , No. _ _ _ __,"8 3nkruptcy Court" select one: [8J none. 0 means [the United States Bankruptcy Court for the ______ District of _ _ _ _ (and, if aprropriato, the United States District Court for that District)]."Bar Date" select one: -- ~ not applicable. 0 none has been set. 0 means [specify applicable date, if any]."8 •Jyer Purchase Price" select one: 0 not applicable. ~ means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this applies if there are three (3) parties involved in the netting arrangement). 0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter (this appl;es if there are four (4) or more parties involved in the netting arrangement). 2
  47. 47. "Commitments" select one: . l8l none. 0 means [identify applicable commitment tranche(s) using Credit Agreement definitions] in the principal amount of $/£/€ [in each case specify the aggregate amount of the Loans, the Unfunded Commitments and the portion, if any, of the Commitments that is irrevocably "frozen" (LiL, that is not subject to future drawing)]."Covered Prior Seller" select one: (gJ not applicable. 0 means each Prior Seller that transferred the Loans and Commitments (if any) on or after the Shift Date [but prior to the transfer pursuant to which transferred such Loans and Commitments (if any) on a distressed documentation basis pursuant to the Purchase and Sale Agreement for Distressed Trades dated as of , as set forth in the Annex]."Fiiing_Q§JJJl" select one: (gJ none. 0 means [identify date on which Borrower filed Bankruptcy Case]."Loans" means (i) LC Deposits in amount of·····~nd (ii) Term Loans inthe outstanding principal amount"N~tting 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."Original Buyer" select one: 0 not i QSl mean ."Penultimate Buyer" select one: 0 not applicable. 0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement). 1.] means r ."Required Consents" means notice to the Borrowers and the Agent and the acceptance and recordationof the Assignment by the AgentSeller Purchase Price" select one: 0 not applicable. t:SJ means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter."Transfer Fee" means none. 3
  48. 48. SECTION 4 (SELLERS REPRESENTATIONS AND WARRANTIES)Tile following specified terms shaH apply to the sections referenced in this Section B: -. --~Flat Representation Flip Representation ---Step-Ug ---·- - . Representation If "No" is specified-~ if "Yes" is specified If "YeS~ecif(e(( i oppos1te both "Flip : opposite "Flip opposite "Step-Up Representations" and Representations" in , Provisions in the "Step-Up Provisions" in the Transactio n Transaction Summary, the Transaction Summary, th e the following • Summary, the following following subsection s subsections of Section l subsections of Section 4 of Section 4 sll all 4 shall apply:I I shall apply: apply:Ecti ion 4.1(d) (Title) Sect1·on 4.1(e) ·- Section 4. 1(d)(i) ·-section 4.1 (e)(i) ---- -- Seci1on4.1(d)(ii) ... ~·- Section 4.1 (e)(i) i____ .~ection 4.1 (d)-~)--J Section 4.1 (e)(ii) 1 (Proc,eedings) Section 4. 1(f) {Principal Amo unt) ~--~ Section 4.1(f)(i) ·-····-· SeCtion 4.1 (f)(ii) .. ----- Section 4. 1(f)(ij-~l I Sect ion 4:1 (g) (Future Section 4.1 (g)(i) Section 4.1(g)(H)i Funding) I Sect i0n4..1(11J.(Acts and---~ Section 4.1 (h)(i) ···-~-- ---- Section 4.1 (t1)(i) Section 4.1 (1~ Om is sions) -~----··---··-~~~------··" i ____ ,,._ .. Sect ion 4.1(1) Section 4.1 (i)(i) s·ection 4.1 (i)(i) Section..4~ 1(i)(ii)1 (Performance ofI Obio ations) """--~---~------- ion 4.1(1) (Setoff) Section 4. 1(l)(i)l ~ect Section 4.1 (l)(i) Section 4.1N(ii) Sect ion 4.1(!)-(Consents Section 4. 1(t)(i) -- ---- section 4.1 (t)(ij. Section-4.1(!~ ndWaivers) Sect ion 4.1 (u) (Other Section 4.1 (u)(i) ·-· Section 4.1 (u)(i) --·· Section 4.1 (u)(ii) ! Qpcu_ _) ments If---::;:S-ec--ct-:-io-n--4::--.7 (;-v:--)(;;P;:-r-oo-;f,-o7f --+----;:;s:-e-ct""io-n-4 .7 (-:-v-;-:)(;;;:i)--1 1 7 1 --Section 4. 1(v )( ii) Section 4. 1(v)(i)I QJ9~~~----------j_ __ Section 4.1 (k) (Eurqh?~. Price); Netting Arrangements. If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k) sllall be amended in its entirety as follows: "(k) [intentionally omitted]." 4
  49. 49. Section 4.1 (r) (Predecessor Transfer Agr.©£lments). 0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to par/near par loans. 0 Seller acquired the Transferred R1ghts from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to distressed loans. D Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor Transfer Agreements relating to both par/near par loans and d·1stressed loans. tZl Not applicable.Section 4.1 (u) (Other Documents). tZl None. D The following:Section 4.1 (V) (Proof of Claim). 0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date, by D 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 l1as been filed. D No Bar Date has been set in the Bankruptcy Case and no Proof of Claim has been filed. tZl Not applicable.~ECTION 5 (BUYERS REPRESENTATIONS AND WARRANTIES)Section 5.1 (n) (Buyer Status). D Buyer is not a Lender. tZlBuyer is a Lender. 0 Buyer is an Affiliate [substitute Credit Agreement defined term if different] (as defmed in the Credit Agreement) of a Lender. 0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a Lender.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.SECTION 6 (INDEMNIFICATION)Section 6.1 (Sellers lndemniti~..§); §J~P.:!dP.JJ1de_f!1J:Iltles. (i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seilersindemnities contained 1n 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).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. 0 other relevant fraction or percentage, _ _ , thereof. 5
  50. 50. 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.[2] The Transfer Fee shall be paid and allocated in the manner specified in the Netting Letter.0 The Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase Price shall be rna de in respect thereof.0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in respect thereof.SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTSlSection 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 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).Section 8.4 (Wire Instructions).Sellers Wire Instructions:.§.YYi:lrs Wire Instructions:SECTION 9 (NOTICES)Sellers Address for Notices and Delivery: 6
  51. 51. Operations Contact(Funding Notices, Borrowings, Paydowns, Interest, Fees, etc.)Buyers Address for Nolices and Delivery:All Notices Sent ToBDCM OPPORTUNITY FUND II, L.P.C/0 Black Diamond Capital Management, L.L.C.Legal Documentation:Send To:BDCM OPPORTUNITY FUND II, L.P.c/o Black Diamond Capital Management L.L.C.Attn: Loan AdministratorCredit CommunicationsAI! Credit Information Sent To:Black Diamond ment, L.L.C. 7
  52. 52. Fax:H. SECTION 27 (ADDITIONAL PROVISIONS}The following additional provisions, including any modifcations to existing provisions, shall apply: None
  53. 53. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER By: ____·--~-------------- Name: Title: BUYER BDCM OPPORTUNITY FUND II, L.P. by BDCM Opportunity Fund II Adviser, L.L.C. its Investment Manager By· 9
  54. 54. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their dulyauthorized officers or representatives as of the Agreement Date. SELLER BUYER BDCM OPPORTUNITY FUND II, L.P. by BDCM Opportunity Fund II Adviser, L.L.C. its Investment Manager By:-:------------------ Name: Title: 9
  55. 55. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES1. If "Secondary Assignment" is specified 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 Commitments (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 reate to par/near par loans or distressed loans. Not Applicable2. List of Credit Agreement and any other Credit Documents deliv<tred pursuant to Section 4.1(s) hereof. None.3. Description of Proof of Claim (if any) Not applicable.4. Description of Adequate Protection Order (if any). Not applicable.5. List any exceptions to Section 4.1 (w) (Notice of Impairment). None.6. Trade Date but on or prior to the Settlement Date isl······ The amount of any PIK lnteresi that accreted to the principal amount of the Loans on or after the Annex-!dc-585084

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