This document is a partial waiver of claim by BDCM Opportunity Fund II, LP, one of the petitioning creditors in an involuntary Chapter 11 bankruptcy case against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). BDCM owes over $26.8 million to the debtors but believes the debtors' assets are insufficient to satisfy the debt. However, to ensure it qualifies as an unsecured creditor under Section 303(b) of the Bankruptcy Code, BDCM waives its right to any security interests in the debtors' assets up to $5,000. With this partial waiver, along with claims from other petitioning creditors, there is over $15,000 in aggregate

1. UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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Inre:
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC.,
Case No. 11-['---_ _,] (LJ)
Alleged Debtor.
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In re:
Chapter 11
ALLIED SYSTEMS, LTD. (L.P.),
Case No. 11-['-_ _,] (LJ)
Alleged Debtor.
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PARTIAL WAIVER OF CLAIM OF PETITIONING CREDITOR
To The Honorable Judge Presiding in
The United States Bankruptcy Court
for the District of Delaware:
BDCM Opportunity Fund II, LP ("Petitioning Creditor"), one of the petitioning
creditors in this involuntary Chapter 11 case, hereby represents and alleges as follows:
1. Concurrently with the execution and submission of this Partial Wavier of Claim,
Petitioning Creditor is one of three (3) creditors to sign an involuntary bankruptcy petition
naming (i) Allied Systems Holdings, Inc., and (ii) Allied Systems, Ltd. (L.P.) (together, the
"Debtors") as Chapter 11 debtors.
2. Debtors owe Petitioning Creditor, as of the filing date, at least $26.8 million
which is intended to be secured by, among other things, accounts, general intangibles, goods,
insurance, intellectual property, money, and receivables of the Debtors.

2. 3. Petitioning Creditor believes, after due inquiry that the assets of the Debtors are
insufficient to satisfy Petitioning Creditor's claim against the Debtors and that, therefore,
Petitioning Creditor is undersecured.
4. However, to the extent that there is any question that Petitioning Creditor is not a
qualified creditor pursuant to Section 303(b) of the Bankruptcy Code with respect to the
secured/unsecured status of its claim, it hereby waives its right to its security interests in any
assets of the Debtors up to, but no more than, the amount of$5,000.00.
5. Therefore, in conjunction with the other petitioning creditors acting together to
commence these cases, there is an aggregate of unsecured claims of at least $15,000.00 which
amount exceeds the requirements of Section 303(b) ofthe Bankruptcy Code.
Dated: May _i!L, 2012 BDCM Opportunity Fund II, LP
Wilmington, Delaware By: BDCM ~Fund II Adviser, L.L.C.
By: :i _ ) -"'
Stephen H. Deckoff, Managing Principal (/!!:)
One Sound Shore Drive, Suite 200 At}/
Greenwich, CT 06830 7