This affidavit provides testimony in support of an involuntary bankruptcy petition filed by Spectrum Investment Partners LP and other petitioning creditors against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). [1] Jeffrey Schaffer, the Managing Member of Spectrum Group Management LLC, which is the investment manager of Spectrum, states that [2] Spectrum is a creditor of the alleged debtors based on loans made under a 2007 first lien credit agreement, and is owed over $21.5 million. [3] The affidavit attaches documentation of assignments establishing Spectrum's status and claims as a creditor with standing to file the involuntary bankruptcy petition.
The following representations and warranties of Seller shall apply as specified in the Transaction Specific Terms, and if no election is made in the Transaction Specific Terms, then all of the following representations and warranties shall apply:
(a) (i) Seller owns and has good and marketable title to the Loans which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Loans, free and clear of any lien, encumbrance or other security interest, (ii) Seller owns and has good and marketable title to the Commitments which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Commitments, free and clear of
This document provides a summary of legal issues related to home ownership and foreclosure. It discusses the home purchasing process, types of real estate contracts, roles of real estate agents, types of financing and loans, foreclosure procedures, foreclosure rescue scams, predatory lending practices, and reverse mortgages. Key points covered include purchase and sale agreements, deeds of trust, trustee sales, borrower rights, foreclosure timelines, and laws governing lenders, brokers, and servicers.
The document discusses various legal aspects of foreign collaborations and contracts. It covers types of cross-border relationships like joint ventures, contractual agreements, mergers and acquisitions. It also summarizes key contract clauses around price, payment terms, taxes, delivery schedules, penalties, warranties, intellectual property rights, and optional additional orders. The document is presented by Utkarsh Jani from Jani Advocates for a chamber of commerce on foreign collaboration agreements.
This document distinguishes between void and illegal agreements under Indian contract law. It defines an agreement and outlines several types of agreements that are considered void, such as agreements based on mistake, without consideration, or restraining marriage or trade. Illegal agreements involve unlawful purposes or activities. A key difference is that void agreements are not enforceable in courts, while illegal agreements are actively prohibited or penalized by law. Landmark court cases further clarified the distinction between agreements that are void versus illegal.
The document discusses the differences between contracts and agreements. It defines contracts as legally enforceable agreements that contain elements like offer, acceptance, consideration and intention to create legal obligations. Agreements are not necessarily legally binding but can become contracts if they satisfy the requirements. The key difference is that all contracts are agreements but not all agreements are contracts as contracts must be enforceable by law. Examples are provided to illustrate an unenforceable agreement versus an enforceable contract.
Specific performance of contract is subject matter of Specific relief Act 1963. These slides are summarized presentation to enable the students to understand the concept of specific relief
#How to Terminate a contract# By SN panigrahi,
1. Termination By Notification,
2. Termination Due to Impossibility of Performance,
3. Termination Due to Frustration of Purpose,
4. Termination Due to Breach of Contract,
5. Termination By Convenience or Mutual Agreement,
6. Termination for Instances of Mistake, Fraud, or Misrepresentation
1. A company can create two types of charges over its assets - fixed charges and floating charges. A fixed charge is created over specific assets, while a floating charge is created over a class of changing assets like stock.
2. For a charge to be valid, it must be registered with the Registrar within 30 days. Failure to register results in the charge being void. On registration, the Registrar issues a certificate of registration.
3. When the debt secured by a registered charge is paid off, the company must notify the Registrar who will record a memorandum of satisfaction in the register of charges.
The following representations and warranties of Seller shall apply as specified in the Transaction Specific Terms, and if no election is made in the Transaction Specific Terms, then all of the following representations and warranties shall apply:
(a) (i) Seller owns and has good and marketable title to the Loans which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Loans, free and clear of any lien, encumbrance or other security interest, (ii) Seller owns and has good and marketable title to the Commitments which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Commitments, free and clear of
This document provides a summary of legal issues related to home ownership and foreclosure. It discusses the home purchasing process, types of real estate contracts, roles of real estate agents, types of financing and loans, foreclosure procedures, foreclosure rescue scams, predatory lending practices, and reverse mortgages. Key points covered include purchase and sale agreements, deeds of trust, trustee sales, borrower rights, foreclosure timelines, and laws governing lenders, brokers, and servicers.
The document discusses various legal aspects of foreign collaborations and contracts. It covers types of cross-border relationships like joint ventures, contractual agreements, mergers and acquisitions. It also summarizes key contract clauses around price, payment terms, taxes, delivery schedules, penalties, warranties, intellectual property rights, and optional additional orders. The document is presented by Utkarsh Jani from Jani Advocates for a chamber of commerce on foreign collaboration agreements.
This document distinguishes between void and illegal agreements under Indian contract law. It defines an agreement and outlines several types of agreements that are considered void, such as agreements based on mistake, without consideration, or restraining marriage or trade. Illegal agreements involve unlawful purposes or activities. A key difference is that void agreements are not enforceable in courts, while illegal agreements are actively prohibited or penalized by law. Landmark court cases further clarified the distinction between agreements that are void versus illegal.
The document discusses the differences between contracts and agreements. It defines contracts as legally enforceable agreements that contain elements like offer, acceptance, consideration and intention to create legal obligations. Agreements are not necessarily legally binding but can become contracts if they satisfy the requirements. The key difference is that all contracts are agreements but not all agreements are contracts as contracts must be enforceable by law. Examples are provided to illustrate an unenforceable agreement versus an enforceable contract.
Specific performance of contract is subject matter of Specific relief Act 1963. These slides are summarized presentation to enable the students to understand the concept of specific relief
#How to Terminate a contract# By SN panigrahi,
1. Termination By Notification,
2. Termination Due to Impossibility of Performance,
3. Termination Due to Frustration of Purpose,
4. Termination Due to Breach of Contract,
5. Termination By Convenience or Mutual Agreement,
6. Termination for Instances of Mistake, Fraud, or Misrepresentation
1. A company can create two types of charges over its assets - fixed charges and floating charges. A fixed charge is created over specific assets, while a floating charge is created over a class of changing assets like stock.
2. For a charge to be valid, it must be registered with the Registrar within 30 days. Failure to register results in the charge being void. On registration, the Registrar issues a certificate of registration.
3. When the debt secured by a registered charge is paid off, the company must notify the Registrar who will record a memorandum of satisfaction in the register of charges.
(1) A void contract is one that is not enforceable by law, such as agreements made by incompetent parties or those with an unlawful object or consideration. A voidable contract remains valid until rescinded by the aggrieved party, such as those caused by coercion or fraud.
(2) Breach of utmost good faith in an insurance contract makes it voidable at the option of the aggrieved party.
(3) An enforceable contract can be enforced in a court, while a void contract cannot due to defects that make it unenforceable, such as lack of required writing or registration.
The document outlines the key elements of a valid contract according to the Indian Contract Act of 1872. It discusses the essential components of a contract including offer and acceptance, intention to create legal relations, lawful consideration, capacity of parties, free consent, lawful object, writing and registration, certainty, possibility of performance, and enforceability. It provides examples of cases that illustrate these various elements of a valid contract under Indian law.
Contract act contract of guarentee and indemnityMoazzam Habib
An indemnity contract involves two parties, the indemnifier who promises to compensate the indemnity holder for any losses. A guarantee contract involves three parties, the creditor who lends money, the principal debtor who receives the loan, and the surety or guarantor who guarantees the loan. The key differences are that an indemnity contract only has two parties and one contract, while a guarantee contract has three parties and sub-contracts defining primary and secondary liability. The indemnifier bears full liability, while the surety can recover payments from the principal debtor in a guarantee contract.
This document provides an overview of Islamic law of contracts. It begins by explaining that understanding contracts is essential to comprehending Islamic economics and riba-free banking. Any agreement between two consenting parties is called an 'aqd. The document then discusses contracts in the pre-Islamic era and how Islam impacted contracts, prohibiting things like interest, gambling, and time-bound marriage. It defines key terms like undertaking, unilateral promise, and bilateral promise. It also explains the legal status of promises and examples of bilateral promises like supply agreements. Overall, the document serves as an introduction to key concepts and terminology regarding Islamic law of contracts.
The document outlines key concepts related to commercial law and contracts in India across 5 units. It discusses contracts of indemnity, guarantee, bailment and pledge. A contract of indemnity involves two parties - the indemnifier who promises to protect the indemnity holder from losses. A contract of guarantee involves three parties - the principal debtor, creditor, and surety. The surety guarantees the debt of the principal debtor. Bailment involves the delivery of movable goods by the bailor to the bailee.
This document is a certificate and project work from Mamta, a student of B.A. LL.B at Manipal University Jaipur. It discusses void contracts under sections of the Indian Contract Act 1872. Key points include:
1) A void contract is an agreement that has no legal effect and is not enforceable by law due to missing essential elements like offer, acceptance, lawful consideration or object.
2) Circumstances that make a contract void include agreements with minors or intoxicated persons, agreements based on mutual mistake of fact, agreements with unlawful objects/consideration, and agreements in restraint of marriage or trade.
3) Void contracts differ from voidable contracts, which are
This document discusses strategies a subcontractor can use to pursue payment from the main contractor when faced with a conditional payment clause. Conditional clauses like "pay when paid" aim to shift the risk of non-payment from the main contractor to the subcontractor. The document outlines two alternative bases for a subcontractor's claim: 1) negotiating a direct payment agreement with the employer; and 2) arguing the main contractor failed to fully pursue the subcontractor's claims against the employer as required by law. It also discusses the importance of timing, with the subcontractor systematically requesting evidence and pursuing legal action if needed. Overall, the document advises subcontractors to argue lack of pursuit by the main contractor rather than simply
This document is an assignment on legal aspects of business submitted by Anurag Verma. It contains short notes on indemnity, guarantee, bailment and pledge. For indemnity, it discusses the key elements of an indemnity contract under Indian law and the rights of an indemnity holder. Guarantee is defined as a contract to perform or discharge the liability of a third party in case of default. The essential differences between bailment and pledge are explained. Examples are also provided for indemnity, guarantee, bailment and pledge.
Law of Contracts in India research paperShantanu Basu
A contract is an agreement between two or more parties that intends to create legal obligations. Breach of contract occurs when a party fails to perform their obligations under the agreement. There are two types of breach - actual and anticipatory. In the case of anticipatory breach, one party indicates before the performance date that they will not fulfill their promise. The aggrieved party then has the right to immediately sue for damages or wait until the actual performance date. Remedies for breach include damages compensation, specific performance of the contract, injunctions, rescission of the contract, or quantum meruit.
The document discusses various topics related to contract law in India including essential elements of a valid contract, performance of contracts, remedies for breach of contracts, quasi-contracts, consent, agents and agency, termination of agency, and negotiable instruments. It provides definitions and explanations of these legal concepts under the Indian Contract Act 1872. The key points covered include what constitutes a valid contract, rules regarding performance and breach of contracts, types of quasi-contracts, essentials of a valid agent and agency relationship, and circumstances for termination of agency.
This document discusses the nature and requirements of charges under the National Land Code in Malaysia. A charge is a type of security dealing where a landowner provides their land as collateral for a loan. To create a valid charge, the chargor must be a natural person, corporation, sovereign entity or body that can hold property. The charge must be registered according to the requirements in the NLC, using either Form 16A or 16B. If not properly registered, the charge may still be valid as an equitable charge. The chargee's remedies include an order for sale or possession of the charged land if the chargor defaults on repayment.
Contracts & Agreements as per Business LawNidhi Seth
The document discusses various types of contracts and agreements. It defines a contract as an agreement that is enforceable by law, containing two key elements - an agreement and being enforceable. It distinguishes between different types of contracts based on their formation (express, implied, quasi), performance (executed, executory, unilateral, bilateral) and validity/enforceability (valid, void, voidable, illegal, unenforceable). Key points covered include the definition of proposal, promise, promisor and promisee. Characteristics of a valid agreement are also outlined.
Contracts: characteristics and exercisesegonzalezlara
This document discusses different types of legal texts and contracts. It provides details on the key elements of a contract, including offer, acceptance, consideration. Defenses to the formation of a contract are also outlined, such as illegality, fraud, duress, lack of capacity. Common contract clauses like acceleration, assignment, confidentiality and termination are defined. The main types of contracts like purchase/sale, lease, and employment are also summarized along with typical terms and how they can be terminated.
This document discusses the key aspects of contract law in India according to the Indian Contract Act of 1872. It begins by defining a contract and the essential elements for a valid contract, including offer, acceptance, intention to create a legal relationship, consideration, capacity to contract, free consent, certainty of terms, and legality of object. It then discusses different types of contracts and their characteristics. Finally, it examines the conditions required for parties to enter into a valid contract, such as being a major, of sound mind, and not being legally disqualified. The document provides a comprehensive overview of fundamental contract law concepts and principles in India.
An agreement is defined as an offer and acceptance between two or more parties that the law will enforce. For an agreement to become a legally binding contract, it must satisfy certain essential elements like offer, acceptance, lawful consideration, capacity of parties, free consent, lawful object, and certainty of terms. A contract is an agreement that is enforceable by law. All contracts are agreements but all agreements are not necessarily contracts. The document goes on to discuss key elements of a valid contract like offer, acceptance, intention to create a legal relationship, consideration, free consent and its absence through coercion, undue influence or fraud. It also covers mistakes and misrepresentations that can affect the validity of an agreement. Various classifications of contracts are explained like
This document summarizes key aspects of contract law in Nepal. It discusses how contracts must be performed precisely according to their terms. Only the promisee has the right to demand performance, though there are exceptions for beneficiaries, joint promisees, and family settlements. Performance can be done by the promisor, an agent, or legal representative. Contracts become void if performance becomes impossible due to changes in circumstances. Rights and obligations can be assigned, except for contracts that are personal in nature.
Free consent is not present when there is a bilateral mistake of fact at the time a contract is executed. The Contract Act of 1872 considers bilateral mistakes and lack of free consent under different clauses. If there is a bilateral mistake about an essential matter of fact, section 20 states the contract is void. However, if the mistake is minor and does not affect the essence of the contract, it may be voidable. For a contract to be enforceable, free consent is required, and if consent is not free due to a bilateral mistake, the nature of the mistake determines whether the contract is void or voidable.
The document discusses various legal remedies for breach of contract in Bangladeshi law:
1) Suit for rescission allows the non-breaching party to treat the contract as void and relieves them of obligations; suit for damages provides monetary compensation for losses from the breach.
2) Suit upon quantum meruit allows partial compensation for work completed if one party prevents the other from fulfilling the contract.
3) Suit for specific performance seeks a court order for the breaching party to actually fulfill their contractual obligations.
4) Suit for injunction restrains a party from breaching negative obligations, such as not competing with the other party.
This affidavit provides background information and summarizes recent events regarding Allied Systems Holdings, Inc. and Allied Systems, LTD. (L.P.) (collectively "Allied"), who filed for Chapter 11 bankruptcy in 2005 and emerged in 2007.
Events of default occurred under Allied's credit agreements due to its deteriorating financial condition. In order to prevent majority shareholder Yucaipa from gaining control and harming lender interests, an amendment placed restrictions on Yucaipa becoming a lender, including limits on the amount of loans it could acquire.
This affidavit supports a motion by petitioning creditors to appoint a Chapter 11 trustee for Allied, claiming Yucaipa's actions have harmed their
The petitioning creditors, who are lenders under credit agreements with Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), filed involuntary bankruptcy petitions against the companies. The petitioners state that events of default have occurred, including the failure to pay over $57 million in interest and principal to first lien lenders and $9.6 million in interest to second lien lenders over the past two years. The petitioners further allege that Yucaipa, which controls Allied, engaged in conduct to prevent the lenders from exercising their rights despite the defaults. The petitioners assert that Allied is insolvent and unable to pay its debts, and needs a bankruptcy restructuring.
(1) A void contract is one that is not enforceable by law, such as agreements made by incompetent parties or those with an unlawful object or consideration. A voidable contract remains valid until rescinded by the aggrieved party, such as those caused by coercion or fraud.
(2) Breach of utmost good faith in an insurance contract makes it voidable at the option of the aggrieved party.
(3) An enforceable contract can be enforced in a court, while a void contract cannot due to defects that make it unenforceable, such as lack of required writing or registration.
The document outlines the key elements of a valid contract according to the Indian Contract Act of 1872. It discusses the essential components of a contract including offer and acceptance, intention to create legal relations, lawful consideration, capacity of parties, free consent, lawful object, writing and registration, certainty, possibility of performance, and enforceability. It provides examples of cases that illustrate these various elements of a valid contract under Indian law.
Contract act contract of guarentee and indemnityMoazzam Habib
An indemnity contract involves two parties, the indemnifier who promises to compensate the indemnity holder for any losses. A guarantee contract involves three parties, the creditor who lends money, the principal debtor who receives the loan, and the surety or guarantor who guarantees the loan. The key differences are that an indemnity contract only has two parties and one contract, while a guarantee contract has three parties and sub-contracts defining primary and secondary liability. The indemnifier bears full liability, while the surety can recover payments from the principal debtor in a guarantee contract.
This document provides an overview of Islamic law of contracts. It begins by explaining that understanding contracts is essential to comprehending Islamic economics and riba-free banking. Any agreement between two consenting parties is called an 'aqd. The document then discusses contracts in the pre-Islamic era and how Islam impacted contracts, prohibiting things like interest, gambling, and time-bound marriage. It defines key terms like undertaking, unilateral promise, and bilateral promise. It also explains the legal status of promises and examples of bilateral promises like supply agreements. Overall, the document serves as an introduction to key concepts and terminology regarding Islamic law of contracts.
The document outlines key concepts related to commercial law and contracts in India across 5 units. It discusses contracts of indemnity, guarantee, bailment and pledge. A contract of indemnity involves two parties - the indemnifier who promises to protect the indemnity holder from losses. A contract of guarantee involves three parties - the principal debtor, creditor, and surety. The surety guarantees the debt of the principal debtor. Bailment involves the delivery of movable goods by the bailor to the bailee.
This document is a certificate and project work from Mamta, a student of B.A. LL.B at Manipal University Jaipur. It discusses void contracts under sections of the Indian Contract Act 1872. Key points include:
1) A void contract is an agreement that has no legal effect and is not enforceable by law due to missing essential elements like offer, acceptance, lawful consideration or object.
2) Circumstances that make a contract void include agreements with minors or intoxicated persons, agreements based on mutual mistake of fact, agreements with unlawful objects/consideration, and agreements in restraint of marriage or trade.
3) Void contracts differ from voidable contracts, which are
This document discusses strategies a subcontractor can use to pursue payment from the main contractor when faced with a conditional payment clause. Conditional clauses like "pay when paid" aim to shift the risk of non-payment from the main contractor to the subcontractor. The document outlines two alternative bases for a subcontractor's claim: 1) negotiating a direct payment agreement with the employer; and 2) arguing the main contractor failed to fully pursue the subcontractor's claims against the employer as required by law. It also discusses the importance of timing, with the subcontractor systematically requesting evidence and pursuing legal action if needed. Overall, the document advises subcontractors to argue lack of pursuit by the main contractor rather than simply
This document is an assignment on legal aspects of business submitted by Anurag Verma. It contains short notes on indemnity, guarantee, bailment and pledge. For indemnity, it discusses the key elements of an indemnity contract under Indian law and the rights of an indemnity holder. Guarantee is defined as a contract to perform or discharge the liability of a third party in case of default. The essential differences between bailment and pledge are explained. Examples are also provided for indemnity, guarantee, bailment and pledge.
Law of Contracts in India research paperShantanu Basu
A contract is an agreement between two or more parties that intends to create legal obligations. Breach of contract occurs when a party fails to perform their obligations under the agreement. There are two types of breach - actual and anticipatory. In the case of anticipatory breach, one party indicates before the performance date that they will not fulfill their promise. The aggrieved party then has the right to immediately sue for damages or wait until the actual performance date. Remedies for breach include damages compensation, specific performance of the contract, injunctions, rescission of the contract, or quantum meruit.
The document discusses various topics related to contract law in India including essential elements of a valid contract, performance of contracts, remedies for breach of contracts, quasi-contracts, consent, agents and agency, termination of agency, and negotiable instruments. It provides definitions and explanations of these legal concepts under the Indian Contract Act 1872. The key points covered include what constitutes a valid contract, rules regarding performance and breach of contracts, types of quasi-contracts, essentials of a valid agent and agency relationship, and circumstances for termination of agency.
This document discusses the nature and requirements of charges under the National Land Code in Malaysia. A charge is a type of security dealing where a landowner provides their land as collateral for a loan. To create a valid charge, the chargor must be a natural person, corporation, sovereign entity or body that can hold property. The charge must be registered according to the requirements in the NLC, using either Form 16A or 16B. If not properly registered, the charge may still be valid as an equitable charge. The chargee's remedies include an order for sale or possession of the charged land if the chargor defaults on repayment.
Contracts & Agreements as per Business LawNidhi Seth
The document discusses various types of contracts and agreements. It defines a contract as an agreement that is enforceable by law, containing two key elements - an agreement and being enforceable. It distinguishes between different types of contracts based on their formation (express, implied, quasi), performance (executed, executory, unilateral, bilateral) and validity/enforceability (valid, void, voidable, illegal, unenforceable). Key points covered include the definition of proposal, promise, promisor and promisee. Characteristics of a valid agreement are also outlined.
Contracts: characteristics and exercisesegonzalezlara
This document discusses different types of legal texts and contracts. It provides details on the key elements of a contract, including offer, acceptance, consideration. Defenses to the formation of a contract are also outlined, such as illegality, fraud, duress, lack of capacity. Common contract clauses like acceleration, assignment, confidentiality and termination are defined. The main types of contracts like purchase/sale, lease, and employment are also summarized along with typical terms and how they can be terminated.
This document discusses the key aspects of contract law in India according to the Indian Contract Act of 1872. It begins by defining a contract and the essential elements for a valid contract, including offer, acceptance, intention to create a legal relationship, consideration, capacity to contract, free consent, certainty of terms, and legality of object. It then discusses different types of contracts and their characteristics. Finally, it examines the conditions required for parties to enter into a valid contract, such as being a major, of sound mind, and not being legally disqualified. The document provides a comprehensive overview of fundamental contract law concepts and principles in India.
An agreement is defined as an offer and acceptance between two or more parties that the law will enforce. For an agreement to become a legally binding contract, it must satisfy certain essential elements like offer, acceptance, lawful consideration, capacity of parties, free consent, lawful object, and certainty of terms. A contract is an agreement that is enforceable by law. All contracts are agreements but all agreements are not necessarily contracts. The document goes on to discuss key elements of a valid contract like offer, acceptance, intention to create a legal relationship, consideration, free consent and its absence through coercion, undue influence or fraud. It also covers mistakes and misrepresentations that can affect the validity of an agreement. Various classifications of contracts are explained like
This document summarizes key aspects of contract law in Nepal. It discusses how contracts must be performed precisely according to their terms. Only the promisee has the right to demand performance, though there are exceptions for beneficiaries, joint promisees, and family settlements. Performance can be done by the promisor, an agent, or legal representative. Contracts become void if performance becomes impossible due to changes in circumstances. Rights and obligations can be assigned, except for contracts that are personal in nature.
Free consent is not present when there is a bilateral mistake of fact at the time a contract is executed. The Contract Act of 1872 considers bilateral mistakes and lack of free consent under different clauses. If there is a bilateral mistake about an essential matter of fact, section 20 states the contract is void. However, if the mistake is minor and does not affect the essence of the contract, it may be voidable. For a contract to be enforceable, free consent is required, and if consent is not free due to a bilateral mistake, the nature of the mistake determines whether the contract is void or voidable.
The document discusses various legal remedies for breach of contract in Bangladeshi law:
1) Suit for rescission allows the non-breaching party to treat the contract as void and relieves them of obligations; suit for damages provides monetary compensation for losses from the breach.
2) Suit upon quantum meruit allows partial compensation for work completed if one party prevents the other from fulfilling the contract.
3) Suit for specific performance seeks a court order for the breaching party to actually fulfill their contractual obligations.
4) Suit for injunction restrains a party from breaching negative obligations, such as not competing with the other party.
This affidavit provides background information and summarizes recent events regarding Allied Systems Holdings, Inc. and Allied Systems, LTD. (L.P.) (collectively "Allied"), who filed for Chapter 11 bankruptcy in 2005 and emerged in 2007.
Events of default occurred under Allied's credit agreements due to its deteriorating financial condition. In order to prevent majority shareholder Yucaipa from gaining control and harming lender interests, an amendment placed restrictions on Yucaipa becoming a lender, including limits on the amount of loans it could acquire.
This affidavit supports a motion by petitioning creditors to appoint a Chapter 11 trustee for Allied, claiming Yucaipa's actions have harmed their
The petitioning creditors, who are lenders under credit agreements with Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), filed involuntary bankruptcy petitions against the companies. The petitioners state that events of default have occurred, including the failure to pay over $57 million in interest and principal to first lien lenders and $9.6 million in interest to second lien lenders over the past two years. The petitioners further allege that Yucaipa, which controls Allied, engaged in conduct to prevent the lenders from exercising their rights despite the defaults. The petitioners assert that Allied is insolvent and unable to pay its debts, and needs a bankruptcy restructuring.
The document is an affidavit from Jeffrey A. Schaffer, the Managing Member of Spectrum Group Management LLC, in support of a motion by petitioning creditors for the appointment of a Chapter 11 trustee in the bankruptcy cases of Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.).
Mr. Schaffer states that Spectrum is a lender under both the first lien and second lien credit agreements with Allied. He adopts statements from another affidavit in support of the motion. He attaches copies of the second lien credit agreement and several amendments as exhibits.
This document is an expedited motion by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd., and Spectrum Investment Partners, LP for the appointment of a Chapter 11 trustee in the bankruptcy cases of Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). The petitioning creditors argue that a trustee should be appointed because Yucaipa American Alliance Fund I, LP's control over the debtors through its majority ownership of equity and appointment of board members creates conflicts of interest that prevent the debtors from fulfilling their fiduciary duties.
This document is a motion filed in United States Bankruptcy Court requesting an order to shorten the notice period for a hearing on the appointment of a trustee. The motion was filed by petitioning creditors against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), who were recently subject to involuntary bankruptcy petitions. The motion argues that exigent circumstances exist due to conflicts of interest and mismanagement by the company's controlling shareholder, Yucaipa, that threaten creditor interests. As such, an expedited hearing is requested to consider appointing a trustee to assume control of the debtors.
This document is an affidavit from Mark Weinsten in support of LodgeNet Interactive Corporation filing for Chapter 11 bankruptcy and the relief sought in various first day motions. It provides background on LodgeNet's financial difficulties and proposed restructuring, including a $60 million investment from Colony Capital in exchange for 100% ownership of reorganized LodgeNet under a prepackaged Chapter 11 plan that has already received creditor support. The affidavit also summarizes various motions seeking court approval of procedures to allow LodgeNet to continue operating in bankruptcy with minimal disruption.
This document provides definitions for terms related to legal jargon. It notes that the definitions are intended as an introduction and specific legal advice will be required due to the complex legal issues involved. Additionally, the terms and applicable laws are subject to change. The information should not be construed as legal advice. Users can suggest additional terms or clarified definitions by email.
This document provides definitions for terms related to legal jargon. It notes that the definitions are intended as an introduction and specific legal advice will be required due to the complex legal issues involved. Additionally, the terms and applicable laws are subject to change. The information should not be construed as legal advice. Users can suggest additional terms or clarified definitions by email.
This document summarizes a presentation by Terry W. Clemans on rapid rescoring and compliance infractions. The presentation discusses (1) new conflicts between various financial regulations regarding loan originator compensation and the rescoring of mortgages, (2) definitions of compensation under the relevant rules, and (3) issues with the Credit Repair Organization Act's prohibition of upfront fees for credit services that could restrict how rescoring fees are charged. The presentation seeks answers to compliance challenges but notes more legislative or regulatory action may be needed to resolve conflicts between the rules.
This document is a certificate of service for a response filed by Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) regarding a motion by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., and Spectrum Investment Partners LP to shorten time for a hearing on appointing a trustee. The certificate lists the parties that were served the response by mail or hand delivery on May 21, 2012.
The document summarizes $135 million in commercial paper notes issued by the San Diego County Water Authority. The notes are unsecured limited obligations payable from net water revenues, subordinate to any outstanding senior obligations. They carry short-term credit ratings of F1, P-1, and A-1+. Bank of America has agreed to provide liquidity support of up to $135 million for payment of principal through a revolving credit agreement, though interest is not covered. The proceeds will be used to refinance water system capital improvements.
The document summarizes a presentation on hybrid financial instruments. It defines hybrid instruments as those that have economic characteristics inconsistent with their legal form. It discusses types of hybrid instruments like convertible notes and dividend yielding bonds. It also covers the classification of hybrid instruments from tax perspectives of issuers and investors. The taxation of payments from hybrid instruments and double taxation relief is discussed. Case studies on the approaches of the UK and US to hybrid instrument taxation are provided.
Creditor\'s Rights and Bankruptcy Issues in Real Estate Lawterigrasmussen
Discusses how creditors should deal with a recently filed case, the automatic stay, leasing, use and sale of assets, and nonbankruptcy remedies available to creditors, including receiverships, foreclosures, creditors\' bill, charging order, and assignments for the benefit of creditors
This document discusses different types of securities used in Oman, including pledge, assignment, and guarantee. It explains that a pledge requires transferring possession of the collateral to the pledgee and involves shares, stocks, and movable assets. An assignment does not qualify as true security under Omani law but can be created by contract, requiring notice to the debtor. A guarantee legally obligates a third party to fulfill another's obligations if they default. The document provides details on perfecting and enforcing each type of security.
This document discusses different types of securities used in Oman, including pledges, assignments, and guarantees. It explains that a pledge requires transferring possession of the collateral to the pledgee and executing a legal instrument. An assignment does not have to be registered, but the assignor must notify the debtor and obtain acknowledgment. A guarantee requires consent from all company members or a shareholder resolution. To enforce any of these securities, a claim must be filed in primary court along with supporting documents.
This document discusses different types of securities used in Oman, including pledge, assignment, and guarantee. It explains that a pledge requires transferring possession of the collateral to the pledgee and involves shares, stocks, and movable assets. An assignment does not qualify as true security under Omani law but can be created by contract, requiring notice to the debtor. A guarantee legally obligates a third party to fulfill another's obligations if they default. The document provides details on perfecting and enforcing each type of security.
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
Petitioning creditor Spectrum Investment Partners LP partially waives its claim against debtors Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) up to $5,000 to ensure it qualifies as an unsecured creditor under Section 303(b) of the Bankruptcy Code. Spectrum is owed over $21.5 million by the debtors and believes the debtors' assets are insufficient to satisfy the full claim, making it an undersecured creditor. However, the partial waiver of $5,000 ensures there is over $15,000 in unsecured claims among the three petitioning creditors, meeting the requirements to commence an involuntary Chapter 11 bankruptcy case against the debtors.
The document is a 43-page legal filing that contains no substantive information. It consists of repetitive page headers on each page indicating it was filed on October 24, 2012 as document 5-1 of case 12-17804-pmc. No other notable details are provided in the document.
Rural metro restructuring support agreement p1Randall Reese
The document appears to be a 94-page court filing related to a case from 2013. It includes repeated references to pages in a document filed on a given date, but there is no other contextual information provided.
Revstone sale transaction support agreement summaryRandall Reese
This document summarizes key terms of an agreement related to the sale of automotive assets. It outlines conditions that must be met for the agreement to take effect, including various parties executing related agreements. It then details milestones and deadlines for the sale of different business units, including Metavation, Contech facilities, Eptec's non-damper business, and CLS assets. Specific deadlines are set for tasks like obtaining letters of intent, executing asset purchase agreements, holding auctions, and completing sales. Failure to meet the milestones would constitute a violation of the agreement.
This document provides notice of Patriot Coal Corporation's motion seeking court approval to conduct rights offerings as part of its chapter 11 reorganization plan. Specifically, the motion seeks authorization to enter into a backstop purchase agreement with certain funds to ensure sufficient proceeds are raised in the rights offerings. The rights offerings will allow eligible creditors to purchase new senior secured notes and warrants. The motion also seeks approval of the proposed rights offerings procedures. Objections to the motion are due by October 30, with a hearing scheduled for November 6.
This document is a plan support agreement between Newland International Properties Corp. (the "Debtor") and holders of at least a majority of the Debtor's outstanding 9.50% Senior Secured Notes due 2014 (the "Initial Supporting Noteholders"). The agreement provides that the parties will support a prepackaged bankruptcy plan to restructure the Debtor's obligations under the Notes. Key terms include: (1) the Debtor and Initial Supporting Noteholders will negotiate restructuring documents consistent with the terms in an attached term sheet; (2) the Initial Supporting Noteholders agree to vote in favor of the prepackaged bankruptcy plan and direct the Notes' trustee to cooperate; and (3) the Debt
This document is a 9-page court filing related to case 12-71188-bem. It includes the case number, document number, filing date, and page numbers but no other descriptive text.
This document is a plan support agreement between KIT digital, Inc. and three sponsors (JEC Capital Partners, Ratio Capital Partners, and Prescott Group Capital Management) to implement a restructuring of KIT digital's debt. Key points:
- The sponsors deposited $1.5 million in escrow and committed to fund the restructuring.
- The parties agree to support a chapter 11 plan of reorganization consistent with the terms in Exhibit A, which sets forth the restructuring proposal.
- The sponsors and company agree not to support any alternative restructuring transactions, except the company can consider superior offers if required by its fiduciary duties to shareholders.
The document is a 25-page court filing in the case 13-10060-MFW filed on June 18, 2013. However, it does not contain any substantive information beyond procedural identifiers on each page.
The document is a 25-page court filing in the case of 13-10060-MFW filed on June 18, 2013. It includes page numbers but no other distinguishing content on each page.
The document appears to be a court filing related to a bankruptcy case from May 31, 2013. It includes page numbers but no other distinguishing content on each of 24 numbered pages. The document provides identifying information about a case and filing but lacks substantive information about its purpose or contents.
This 6-page document contains no text, only headers indicating it is a court filing related to case 13-11456, document 817-1, filed on October 18, 2013. The document is labeled Exhibit A and consists of 6 blank pages with a note that signature pages have been redacted from an original filing.
This document is a plan support agreement between GMX Resources Inc., Diamond Blue Drilling Inc., Endeavor Pipeline Inc. (collectively, the "Debtors"), holders of Senior Secured Notes ("Consenting Senior Secured Noteholders"), and the Official Committee of Unsecured Creditors ("Creditors' Committee"). The parties agree to support a restructuring plan under Chapter 11 of the Bankruptcy Code consistent with the terms of the attached term sheet. The parties will seek Bankruptcy Court approval of the plan support agreement and work together in good faith to negotiate definitive agreements to implement the restructuring plan.
The document is a 9-page legal filing related to case number 13-30340. It includes boilerplate language identifying the case number, date of filing, and page numbers. No other substantive information is provided in the document.
Friend finder transaction support agreementRandall Reese
The document appears to be a 40-page court exhibit filed on September 17, 2013 in the case of 13-12404-CSS. However, the content of the exhibit is not provided in the document text. It only lists page numbers and headers repeating the case information across 40 numbered pages, so no essential information could be summarized from the content.
The document appears to be a case filing containing 40 numbered pages related to Case 13-10164. It includes documentation of filed documents and dates but no other contextual information that would help summarize the essential information or high-level purpose of the case filing.
This document is a restructuring support agreement between Excel Maritime Carriers Limited and its subsidiaries (the "Company") and the consenting lenders (the "Consenting Lenders"). It sets forth the terms for a restructuring of the Company as outlined in an attached term sheet. The parties agree to support a pre-arranged reorganization plan for the Company consistent with the term sheet. The Consenting Lenders agree to support the restructuring and plan, not take actions to oppose or delay them, and waive any defaults related to the restructuring. The parties will negotiate definitive restructuring documents consistent with the term sheet and agreement.
The debtors filed a motion seeking court approval of a Plan Support Agreement between the debtors, Clean Harbors, and Guggenheim. The Plan Support Agreement provides for Clean Harbors to sponsor a plan of reorganization to purchase EEHI's stock in EOI (effectively purchasing EOI's business as a going concern) and implement a financial restructuring. The motion seeks an order authorizing the debtors to enter into the Plan Support Agreement and take necessary steps to consummate its terms, including obtaining approval of bidding procedures, a disclosure statement, and plan confirmation.
This document is a notice of motion filed in the United States Bankruptcy Court for the Northern District of Illinois regarding Debtors' motion to approve entry into a plan sponsor agreement with NRG Energy, Inc. and related relief. Key details include:
- Debtors have entered into an agreement with NRG Energy, Inc. to acquire substantially all of Debtors' assets and equity interests, to be effectuated through a chapter 11 plan.
- The agreement is supported by Debtors' major creditor groups, including an official unsecured creditors committee, a group of senior unsecured noteholders, and parties related to certain of Debtors' power plants.
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The document is a court order authorizing the assumption of a Restructuring Support Agreement between Devonshire PGA Holdings, LLC and its affiliates (the "Debtors") and ELP West Palm, LLC as Senior Lender ("ELP") in the Debtors' Chapter 11 bankruptcy cases. The order approves the Debtors' assumption of the Restructuring Support Agreement effective upon entry of the order. The order also provides that the Restructuring Support Agreement is binding on the parties, modifies the automatic stay to allow termination of the agreement if applicable, and retains jurisdiction for the court to resolve any disputes regarding implementation of the order.
This 3-page court document from June 10, 2013 pertains to Case 13-11153-CSS. It contains standard legal language and formatting across its 3 pages but does not include any substantive details about the specific case or its proceedings.
1. UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
·------------------------------------------------------------------------------------------X
In re:
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC.,
Case No. 11-._[_ _,] ([_])
Alleged Debtor.
.---------------..----------------· -------------------------------------------------------·X
In re:
Chapter 11
ALLIED SYSTEMS, LTD. (L.P.),
Case No. 11-.._[_ ____.] ([_j)
Alleged Debtor.
·-----------------------------------------------------------------------------------------·X
AFFIDAVIT OF JEFFREY A. SCHAFFER
PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 1003
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
Jeffrey A. Schaffer being duly sworn, deposes and states:
1. I make this affidavit on behalf of Spectrum Investment Partners LP ("Spectrum"),
a petitioning creditor in the above-captioned involuntary chapter 11 cases (the "Bankruptcy
Cases") filed by Spectrum and other petitioning creditors against (i) Allied Systems Holdings,
Inc., and (ii) Allied Systems, Ltd. (L.P.) (together, the "Debtors"). I am fully familiar with the
facts set forth herein either through my own personal knowledge or through a review of
documents related to Spectrum's claims against the Debtors. If called to testify in connection
with the Bankruptcy Cases, the following would constitute my testimony.
2. 2. I am the Managing Member of Spectrum Group Management LLC, which is the
investment manager of Spectrum, and am authorized to make this affidavit and to execute a
petition commencing the Bankruptcy Cases on its behalf. Spectrum has its principal place of
business at 1250 Broadway, 19th Floor, New York, New York 10001. Spectrum is a creditor of
the Debtors based upon its status as a lender under that certain Amended and Restated First Lien
Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty Agreement dated as
of March 30, 2007 by and among Allied Holdings, Inc. and Allied Systems, Ltd. (L.P.), as
borrowers, certain subsidiaries of borrowers, as subsidiary guarantors, various lenders, Goldman
Sachs Credit Partners L.P ., as lead arranger and syndication agent, and The CIT Group/Business
Credit, Inc., as administrative and collateral agent (as amended, restated, modified, or
supplemented from time to time, the "First Lien Credit Agreement").
The First Lien Credit Agreement
3. Pursuant to the First Lien Credit Agreement, various lenders committed to extend
term loans, revolving loans, and synthetic letters of credit to the Debtors in the amount of
$265 million. Due to the accrual of interest and fees, the current outstanding aggregate amount
of the Obligations (as defined in the First Lien Credit Agreement) is approximately $296.4
million. A copy of the First Lien Credit Agreement will be annexed to a declaration in support
of a statement contemporaneously filed by the petitioning creditors.
4. Pursuant to the First Lien Credit Agreement, the lenders' commitments under
term loans, revolving loans, and synthetic letters of credit were evidenced by promissory notes.
The claims of Spectrum and other petitioning creditors derive from these notes.
5. The Obligations are secured by first priority liens in substantially all of the
Debtors' assets, including, but not limited to accounts, chattel paper, general intangibles, goods,
3. instruments, insurance, intellectual property, investment related property, letter of credit rights,
money, receivables, and commercial tort claims. The Obligations are guaranteed by affiliates of
the Debtors.
The Assignments
6. By virtue of the execution of several assignment and assumption agreements,
Spectrum received an unconditional transfer and assignment of certain amounts ofloans owed by
the Debtors under the First Lien Credit Agreement (the "Assigned Claims") (the "Assigned
Claims"). Redacted copies of the assignment documentation are attached as Exhibit A.
7. The Assigned Claims were not assigned to Spectrum for the purposes of
commencing the Bankruptcy Cases.
8. As of the date hereof, the Debtors are indebted to Spectrum in the amount of at
least $21.5 million, together with all accrued and unpaid interest (including default interest), fees
and expenses calculated in accordance with the Credit Agreement.
Dated: May__, 2012
New York, New York ~ER
Sworn to and subscribed before me
This _ day of May, 2012
thU.~
Notary Public &
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: Assignment
i.STA EFFECTIVE DECEMBER :006 Copwd11 0 LST- "J06.. 11 ngh<s ,mncd.
6. l'urchase Tvpe of Facilitv CTSIP
l'urchase Amount/
~ Debt umber
Type of Debt:
Reolver Synthetic LC
Commitment
Term Term Loan
Purchase Rate:
ll p Front l'ees: Synthetic LC Commitment
-
- None
Synthetic LC Commitment
fcrm Loan
(if any):
ferm Loan None
Credit Documentation No
to 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 and
return this letter to the attention of Aarti Patel at ClearPar at the following fax number (646)453-2870 or
.:mail address: a.arti.patel@fuis.com
If you have any questions. please contact Aarti Patel at (845)639-4816.
Spectrum Investment Partners, L.P.
By: Spectrum Croup Management LLC, as General
l'artner
. . . --
~ ' ......
By:
lame:
Title:-
7.
8. .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 Assignor's rights and obligations under the Credit Agreement and
any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified
below (including, to the extent included in any such facilities, letters of credit, LC Deposits and swingline loans) (the
"Assigned Interest''). Such sale and assigrunent is without recourse to the Assignor and, except as expressly provided
in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.
•1., !. Assignor:
2. Assignee: 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
9. 6. Assigned Interest:
Aggregate Amount of Amount of Percentage Assigned of
Commitment/Loans/LC CommitmentJLoans/LC Commitment/Loans;LC
Facility Assigned Deposits for all Lenders Deposits Assigned Deposits
Synthetic LC CSD 50,000,000.00
Commitment
Term Loan CSD 177,300,000.00
Effective 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)
10. 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:
11. Consented to and Accepted:
THE CIT GROUP I BGSlNESS CREDIT. INC., as Administrative Agent
Consented to:
ALLIED HOLDINGS, INC.
By:
Name:
Title:
ALLIED SYSTEMS, LTD (LP.)
By:
Name:
Title:
12. 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 full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as defined
herein), warranttes or representations made in or in connection with any Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or
document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any
collateral thereunder, (iii) the fmancial condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.
1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and
to become a Lender under the Credit Agreement, ( ii) it meets all requirements of an Eligible Assignee under the Credit
Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to
the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit
~malysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision, and (v) if it is a Non US Lender, attached to the Assignment is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor
or any other Lender. and ba~ed on such documents and information as it shall deem appropriate at that time, continue
to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.
2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:
2.1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is delivered to the Lender from
rhe Administrative Agent, payment to the Assignor by the Assignee in respect of the Assigned Interest shall include
such compensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid
interest which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable
Effective Date, the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest,
whether such interest accrued before or after the Effective Date.
2.2 With respect to Assigned Interests for Revolving Loans and LC Commitments and LC Deposits, from and after
the Effective Date, the Administrative Agent shall make ali payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment shall be binding upon, and inure to the bener1t of. the parties hereto and
their respective successors and assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall
-
be governed by, and construed in accordance with, the internal laws of the State on·lew York without regard to conflict
16. 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 No0
A. DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings ascnbed thereto in Section
1 of the Standard Terms, as suppiemented by Section A of the Transaction Specific Terms and as
otherwise may be provided in other provisions of this Agreement Terms defined in the Credit Agreement
and not otherwise defined in this Agreement shall have the same meanings in this Agreement as 1n the
Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the
Agreement." "this Agreement," ''herein," "hereunder" or "hereof shall be deemed a reference to this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, the Transaction Specific Terms shall govern and control.
In this Agreement:
'Agenr means The CIT Group I Business Credit, Inc .. as Administrative Agent.
"Assignment• means the Assignment and Assumption Agreement that is in the form specified in the
Credit Agreement for an assignment of the Loans and Commrtments (If any) and any Required Consents
to such assignment.
·'Bankruptcy Case" select one:
[8J none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower is a debtor, In re , No. ----.J
"Bankruptcy Court• select one:
[8J none.
0 means [the United States Bankruptcy Court for the -::-:----District of _ _ _ _ (and, 1f
appropriate, the United States District Court for that District)].
'Bar Date" select one:
[2J not applicable.
1
The Parties cannot specify "Yes' to both "Flip Representations· and "Step-Up Provisions" unless they set forth
appropriate modifications in Section H. Neither "Flip Representations" nor "Step-Up Provisions" applies to original
assignments.
2
Specify a Shift Date only if "Yes" is specified opposite "Step.Up Provisions· and if the second box is selected in the
defimtion of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possible
approximation for when the market convention for transferring the Loans and Commitments (if any) shifted from a
par/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. the
Parties may refer to published results of an anonymous LSTA poll of disinterested deale~ as to such dealers' v1ews
regarding the Shift Date or. if results have not been published with respect to the Credit Agreement. either Party may
request in wntlng that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes the
name of Borrower and etther the CUSIP number (if available) or the name and date of the Credit Agreement to the
LSTA at istashtftdatepollslCDista.org. The results of such LSTA polls are available to facilitate discussions between
the Parties and have no binding effect
3
"Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transact;on Summary.
2
NY 440402 3/153-03372
17. 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, "each
Prior Seller that transferred the [Name of applicable Covered Prior Seller} Loans (as defined in Sect1on 1 of the
Annex)."
; Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1s
on or after the Shift Date.
6
The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed trade
that settled after the par/near par trade wh1ch settled on or after the Shift Date.
3
NY 440402.3/153-033 72
18. 0 means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.
"Transfer Fee·· means the $0 00 transfer or other similar fee payable to the Agent 1n connection with the
Assignment
'Unfunded Commitments" means that part of the Commitments that has not been funded in the form of
loans. advances, letter of credtt disbursements or otherwise under the Credit Agreement, which is 1n the
pnncipal amount of $0.00.
B. SECTION 4 (SELLER'S REPRESENTATIONS AND WARRANTIES)
The following specified terms shall apply to the sections referenced in this Section 8:
Flat Re2resentation Flie Reeresentatlon Stee-UI! ReQresentation
1 If "No' is specified opposite If "Yes· is specified opposite If "Yes· is specified oppos1te
~ both "Flip Representations· "Flip Representations' in the "Step-Up Provisions" in the
and "Step-Up Provisions· in Transaction Summary, the Transaction Summary, the
the Transaction Summary, the following subsections of following subsections of
following subsections of Section 4 shall apply: Sect•on 4 shall apply:
Section 4 shall apply:
I
Section 4 1(d) (Title) Section 4.1 (d)(i) Section 4.1 (d)(ii) SeCtion 4.1(d)(i)
Section 4.1(e) (Proceedings) Section 4.1(e)(i) 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 i
I 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 I
f 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) I
I I !
I Section 4.1 (v) (Proof of Claim) Section 4.1 (v)(i) I Section 4.1 (v)(ii)
I Section 4.1 (vl(i)
Section 4.1 (k} (Purchase Price); Netting Arrangements.
If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k)
shall be amended in tis entirety as follows:
7
(k) [intentionally omrtted]."
Seller should add, and Buyer should cause Original Buyer or Penultimate Buyer, as applicable. to add. a
comparable representation to the Netting Letter in lieu of this representation.
4
NY 440402.3/153-03372
19. Section 4 1(r) (Predecessor Transfer Agreements).
0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to par/near par loans.
2] Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
T'ansfer Agreements relating to distressed loans.
[] Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
T'ansfer Agreements relatrng to both par/near par loans and distressed loans.
Section 4.1 (u) (Other Documents).
[J None.
0 The following: _ _ __
Section 4. 1(v) (Proof of Claim). N/A
0 The Proof of Claim was duly and timely filed, on or pnor to the Bar Date, by
0 the Agent on behalf of the lenders.
0 Seller or a Prior Seller.
0 The Bar Date specified in the Transaction Specific Terms has been set in the Bankruptcy
Case and no Proof of Claim has been filed.
0 No Bar Date has been set in the Bankruptcy Case and no Proof of Claim has been filed.
C. SECTION 5 (BUYER'S REPRESENTATIONS AND WARRANTIES)
C.1 Section 5.1(n) (Buyer Status). [Specify Buyer's status for purposes of determining Required
Consents, mrnimum assignment amount requirements or Transfer Fee requirements.]
0 Buyer is not a lender.
[8J Buyer is a lender.
0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender.
0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a lender.
C.2 If "Yes· is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer
represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the
Credit Documents from Seller on or prior to the Trade Date.
D. SECTION 6 (INDEMNIFICATION)
Section 6.1 (Seller's Indemnities); Step-Up Indemnities.
(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
indemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section
6. 1(a) shall not apply).
(ii) If "No" is specified opposite 'Step-Up Provisions" in the Transaction Summary, Seller's
indemnities contained in Section 6.1(a) shall apply (and the alternate indemmtles contatned in Section
6.1(b) shall not apply).
E. SECTION 7 !COSTS AND EXPENSES)
0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price shall be 1ncreased by
an amount equal to
0 one-half thereof.
0 other relevant fraction or percentage, _ _ , thereof.
0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall recerve a credit to the
Purchase Prrce equal to
0 one-half thereof.
0 other relevant fraction or percentage. _ _ . thereof.
5
NY¥0402.3/153-03372
20. 0 The Transfer Fee shall be paid and allocated in the manner spectfied in the Netting Letter.
0 The Transfer Fee has been waived by the Agent and, accordingly. no adjustment to the Purchase
Pnce shall be made in respect thereof.
Q There is no Transfer Fee and. accordingly, no adjustment to the Purchase Price shall be made tn
respect thereof.
F. SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)
F.1 Section 8.2 (Distributions); Step-Up Distributions Covenant.
:,i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8 2(b) shall apply (and the alternate covenants contamed m Section
8.2(a) shall not apply).
11i) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained m Section
8.2(b) shall not apply).
F.2 Section 8.4 (Wire Instructions).
Buyer's Wire Instructions:
Bank Name: JPMorgan Chase Bank, N.A.
Bank Address: 1166 Avenue of the Americas- 21•t Floor
New York, NY 10036
Bank Contact: Erma McPherson
Telephone (212) 899-1393
)899-2914
ABA#:
Account Na stment Partners LP
Account No
Reference: • d Synthetic LC/AIIied Holdings
G. SECTION 9 (NOTICES}
Buyer's Address for Notices and Delivery:
Pnmary Contact
Spectrum Investment Partners LP
Management LLC
6
NY 440402.3/153-03372
21. Secondary Contact:
Spectrum Investment Partners LP
H. SECTION 26 (FURTHER PROVISIONS)
None.
7
NY 440402.3/153-03372
22. 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
8
NY440402.3/153-03372
23. 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
8
NY440402 3;153-03372
24. 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/A
3. Description of Proof of Claim (if any}.
N/A
4. Description of Adequate Protection Order (if any).
N/A
5. List any exceptions to Section 4. 1(w) (Notice of Impairment}.
None.
6. The amount of any PIK Interest that accreted to the principal amount of the Loans after the Trade
Date but on or pnor to the Settlement Date IS $0.00.
· List fi) any Predecessor Transfer Agreement to which Seller is a party. (ii) any Predecessor Transfer Agreement of
Prior Sellers relating to cans delivered to Seller by Immediate Prior Seller and (i1i) any Predecessor
Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed in
the preced1ng clause (ii).
Annex-1
NY440402 3/153-03372
25.
26. 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 unfunded
5
Saecify whether the type of Debt ts term. revolving. letter of credit (it stand-alone). claim amount or other.
'Specify Credit .Agreement destgnation of the facility I!LSJ.,., tranche). Spec1fy rrulticurrency component. !I any.
! of 3
27. pemntted successors 1n sucr1 capac1ty. "Adr'ilrHstrat:ve Ager~l") ar1u a:;
Co! lateral Agent (together 'Nilh :ts permitted successor 1n sucn
capac1ty, "Cct!at~ra1 Agent").
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 Specific
Other 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 contact
SELLER 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 t'ac:, 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
30. PURCHASEANDSALEAGRE
TRANSACTION SPECIFIC TERMS
THIS PURCHASE AND SALE AGREEMENT is dated as of the Agreement Date and entered into by and
between Seller and Buyer to govern the purchase and sale of the Loans. the Commitments (if any) and
the other Transferred Rights, in accordance with the terms. conditions and agreements set forth in the
Standard Terms. The Standard Terms are incorporated herein by reference without any modification
whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and
modified by the terms and elections set forth in the Transaction Summary and Sections A through H
below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated
Purchase and Sale Agreement governing the Transaction. With respect to the Transaction. the Parties
agree to be bound by the Standard Terms and the Transaction Specific Terms set forth 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 [BJ
LST A EFFECTIVE DECEMBER 2006 Copyright iQ LSTA 2006. All rights reserved.
~N446468.11153-03410
31. 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. DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section
1 of the Standard Terms. as supplemented by Section A of the Transaction Spec1fic Terms and as
otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement
and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the
Credit Agreement Except as otherwise expressly set forth herein. each reference herein to "the
Agreement," "this Agreement: "herein," "hereunder" or "hereor shall be deemed a reference to this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, the Transaction Specific Terms shall govern and control.
In this Agreement:
"Agent" means The CIT Group I Business Credit. Inc .. as Administrative Agent.
"Assignment" means the Assignment and Assumption Agreement that is in the form specified in the
Credit Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents
to such assignment.
"Bankruptcy Case· select one:
r2J none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower is a debtor. In re , No. _ _ _ ____,
"Bankruptcy Court" select one:
r2J none.
0 means [the United States Bankruptcy Court for the -:-:----District 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 forth
appropriate modifications in Section H. Neither "Flip Representations" nor ··step-Up Provisions· applies to original
ass1gnments.
2
SpecifY a Shift Date only if "Yes" is specified opposite "Step-Up Provisions" and if the second box is selected in the
definition of Covered Prior Seller. The Shift Date is the date that the Parties agree is the closest possible
approximation for when the market convention for transferring the Loans and Commitments (if any} shifted from a
par/near par documentation basis to a distressed documentation basis. In consulting as to the appropriate date. the
Parties may refer to published results of an anonymous LSTA poll of dismterested dealers as to such dealers' views
regarding the Shift Date or. if results have not been published with respect to the Credit Agreement, either Party may
request in writing that the LSTA endeavor to conduct such a poll. To initiate a poll. send a request that includes the
name of Borrower and either the CUSIP number (if available) or the name and date of the Credit Agreement to the
LSTA at lstashiftdatepolls(Ollsta.org. The results of such LSTA polls are available to facilitate discuss1ons oetween
the Parties and have no binding effect.
'"Yes" can be elected only 1f "Yes" is specified opposite "Borrower in Bankruptcy· in the Transaction Summary.
2
NY446468.1/153-034 tO
32. 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 LC
Deposits 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., "each
Prior Seller that transferred the [Name of applicable Covered Prior Seller] Loans (as defined in Section 1 of the
Annex)."
5
Specify the first Entity that transferred the Loans and Commitments (if any) on a distressed documentation bas1s
on or after the Shift Date.
6
The bracketed language applies where the relevant Predecessor Transfer Documents include a distressed trade
that settled after the par/near par trade which settled on or after the Shift Date.
3
NY 446468.11153-03410
33. ~ means the purchase pnce payable by Original Buyer to Seller pursuant to the Netting Letter.
'Transfer Fee· means the $0.00 transfer or other s1milar fee payable to the Agent 1n connection with the
Assignment.
"Unfunded Commitments" means that part of the Commitments that has not been funded in the form of
loans, advances, letter of credit disbursements or otherwise under the Credit Agreement. 'Nhich is tn the
principal amount of $0.00.
B. SECTION 4 (SELLER'S 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 I
I I Section 4.1(d)(i) Section 4.1(d)(ii) I Section 4.11d){i)
1 Section4.1(d)(Title) I
I I i
I Section 4.1(e) !Proceedings) Section 4.1(e){i) Section 4.1(e)(i) I
Section 4.1(e){ii)
I
f 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)
i
I Section4.1(h)~ Section 4.1(h)(i) Section 4.1(h)(i) Section 4.1 (h)(ii)
I
Omissions)
I
i 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 I
1
Section 4.1(1) (Consents and
!
Section 4.1(t)(i)
I Section 4.1(t)(ii)
I
,--->
I Wa1vers
I
i Section 4.1(u) !Other Section 4.1(u)(i) Section 4.1(u)(i) Section 4.1(u)(ii)
I Documents)
I
I 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, a
comparable representation to the Netting Letter in lieu of this representation.
4
NY446468.1/153-03410
34. 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 (BUYER'S REPRESENTATIONS AND WARRANTIES)
C.1 Section 5.1 (n) (Buyer Status). [Specify Buyer's status for purposes of determining Required
Consents, minimum assignment amount requirements or Transfer Fee requirements.]
0 Buyer is not a Lender.
[81 Buyer is a Lender.
0 Buyer is an Affiliate (as defined in the Credit Agreement) of a Lender.
0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a lender.
C.2 If "Yes· is specified opposite "Delivery of Credit Documents• in the Transaction Summary, Buyer
represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the
Credit Documents from Seller on or prior to the Trade Date.
D. SECTION 6 (INDEMNIFICATION)
Section 6.1 (Seller's lndemnities); Step:Up Indemnities.
(i) If "Yes· is specified opposite "Step-Up Provisions· in the Transaction Summary, Seller's
indemnities contained in Section 6.1(b) shall apply (and the alternate indemnities contained in Section
6.1 (a) shall not apply).
(ii) if "No" is specified opposite "Step-Up Provisions· in the Transaction Summary, Seller's
indemnities contained in Section 6.1(a) shall apply (and the alternate indemnities contained in Section
6.1(b) shall not apply).
E. SECTION 7 !COSTS AND EXPENSES)
0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Pnce shall be 1ncreased by
an amount equal to
0 one-half thereof.
0 other relevant fraction or percentage, _ _. thereof.
0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall rece1ve a cred1t to the
Purchase Price equal to
0 one-half thereof.
0 other relevant fraction or percentage, _ _ , thereof.
5
NY446468.1/153-03410
35. 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, Seller's
covenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section
8.2(a) shall not apply).
(ii) If "No" is specified opposite ·step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section
8.2(b) shall not apply).
F.2 Section 8.4 (Wire Instructions).
Buyer's Wire Instructions:
Bank Name: JPMorgan Chase Bank, N.A.
Bank Address: 1166 Avenue of the Americas- 21 51 Floor
New York, NY 10036
Bank Contact: Erma McPherson
Telephone (212) 899-1393
2) 899-2914
ABA#:
Account Nam Partners LP
Account No.:
Reference:
Seller's Wire Instructions:
Bank:
ABA No.:
A.cct. No.:
Acct. Name:
Attention:
Reference:
G. SECTION 9 (NOTICES)
Buyer's Address for Notices and Delivery:
Primary Contact:
Spectrum Investment Partners LP
c/o LLC
6
NY 446468.1 i 153-0341 0
37. IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase :and Sale Agreement by
I
their 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
8
NY446468.1/153-03410
38. 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
39. ANNEX TO PURCHASE AND SALE AGREEMENT
1. 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/A
3. Description of Proof of Claim (if any).
NIA
4. Description of Adequate Protection Order (if any).
N/A
5. List any exceptions to Section 4.1(w) (Notice of Impairment).
None.
6. The amount of any PIK Interest that accreted to the principal amount of the Loans after the Trade
Date but on or prior to the Settlement Date is $0.00.
' List {i) any Predecessor Transfer Agreement to which Seller is a party, (ii) any Predecessor Transfer Agreement of
Prior Sellers relating to distressed loans delivered to Seller by Immediate Prior Seller and (iii) any Predecessor
Transfer Agreement of Prior Sellers relating to par loans listed in any Predecessor Transfer Agreement descnbed in
the preceding clause (ii).
Annex-1
NY 446468.1/153-03410
40.
41. 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
42. 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
SPECTRUMINVESTMENTPARTNERSLP
'Set :'nrth :tny oihcr tcnn<.; ()j tht'{ lr~m~~ICtHm: include Jn Ihi'> Section~} (rcclfic r;;fcn.·:lCC t0 C::i::h t£'1111. i:' ,111. !11 !hi~ c~mfirmatiun
• :ncludinc :he Standard Terms and Condi:rons) that has been mndrfied rn anv mcrnner 'Ah:uson·er from the torm nf LST-
- 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
43.
44. ,SSIGNMENT A]';D ASSU1PTION AGREEME]';T
!his Assignment and Assumption Agreement (the ··Assignment'") is dated as of the Effective Date set forth below and
is entered into by and between (the "Assignor"} and Spectrum SPC II for the account
egregated Portfolio (the "Assignee''). Capitalized terms used but not defined
hert!in shall have the meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority
Debtor-in-Possession and Exit Credit and Guaranty Agreement identified below tas it may be amended. supplemented or
otherwise modi tied from time to time, the .. Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
.ssignee. The Standard Terms and Conditions set forth in Annex l attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set torth herein in full.
For an agreed consideration. the Assignor hereby in·evocably sells and assigns to the Assignee, and the Assignee
hereby irrevocably purchases and assumes from the Assignor. subject to and in accordance with the Standard T.:rms and
Conditions and the Credit Agreement. as of the Effective Date inserted by the Administrative Agent as contemplated
below. the interest in and to all of the Assignor's rights and obligations under the Credit Agreement and any other
Jocuments or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of
all of the Assignor's outstanding rights and obligations under the respective facilities identitied below (including, to the extent
included in any such facilities. letters of credit LC Deposits and swingline loans) (the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit
Agreement, without representation or warranty by the Assignor.
I. Assignor:
Assignee: Spectrum SPC II for the account of B Spectrum Investment Partners. L.P.
Segregated Portfolio
3. 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
Agreement
5, 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
45. 6. Assigned Interest:
.-ggregate Amount of Amount of Percentage Assigned of
Commitment/Loans, LC CommitmenvLoans;LC CommitmentiLoans; LC
Facility Assigned Deposits for all Lenders Deposits Assigned Deposits
:Synthetic LC USD 50.000.000.00
Commitment
f-:rm Loan USD 180.000.000.00
Effective 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 Porttolio
Wire Instructions: Wire Instructions:
Currency: Currency:
Bank: Bank:
ABA#: .BA#:
Account#: Account#:
Account Name Account Name:
FFC: Investment Partners. L.P. Segregated Porttolio
Attn: FFC:
Reference: Attn:
Reference: Allied Holdings Ist Lien (5.'07)
46. 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:
-
47. Consented to and Accepted:
TliE CIT GROUP I BUSINESS CREDIT, 1:-IC., as Admiaistrative
Agent
By:
~arne: -:s-. l:)~t•r
Title: y?
Consented to:
ALLIED HOLDINGS, INC.
By:
Name:
Title:
ALLIED SYSTEMS, LTD (LP.)
By:
Name:
Title:
4
48. STA'DARD TERMS ANIJ CONDITIONS FOR ASSIGNME:-.JT
.NO ASSLMPTION AGREEMENT
!. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial ov..ner of the Assigned
Interest. (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
Jnd authority, and has taken all action necessary. to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements (as detined herein).
warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness. sufticiency or value of the Credit Agreement or any other instrument or document delivered
pursuant thereto. other than this Assignment (herein collectively the ..Credit Documents"). or any collateral thereunder. (iii)
the tinancial condition of the Company. any of its Subsidiaries or At1iliates or any other Person obligated in respect of any
Credit Document or (iv) the perfonnance or observance by the Borrower, any of its Subsidiaries or At1iliates or any other
Person of any of their respective obligations under any Credit Document.
1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary. to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement. (ii) it meets all requirements of an Eligible Assignee under the Credit
Agreement. (iii) from and after the Effective Date. it shall be bound by the provisions of the Credit Agreement and. to the
extent of the Assigned Interest. shall have the obligations of a Lender thereunder. (iv) it has received a copy of the Credit
Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision. and (v) if it is a Non US Lender, attached to the Assignment is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
wilL independently and without reliance on the Administrative Agent. the Assignor or any other Lender. and based on such
documents and infonnation as it shall deem appropriate at that time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents, and (ii) it will perform in accordance with their tetms all of the obligations
which by the tenns of the Credit Documents are required to be pertonned by it as a Lender.
Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:
2.1 With respect to Assigned Interests tor Tenn Loans. unless notice to the contrary is delivered to the Lender from the
Administrative Agent. payment to the Assignor by the Assignee in respect of the Assigned interest shall include such
..:ompensation to the Assignor as may be agreed upon by the Assignor and the Assignee with respect to all unpaid interest
which has accrued on the Assigned Interest to but excluding the Effective Date. On and after the applicable Effective Date.
the Assignee shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such
interest accrued before or after the Effective Date.
With respect to Assigned Interests tor Revolving Loans and LC Commitments and LC Deposits. from and
after the Eftective Date. the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principaL interest fees and other amounts) to the Assignor tor amounts which have accrued to but excluding
rhe Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of. the parties hereto and their
respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall
49. ..:onstitute one instrument. Delivery of an executed c:ounterpart of a signature page of this Assignment by telecopy shall be
ctTective as delivery of a manually ~xecuted counterpart ofthis Assignment. This Assignment shall be governed by. and
construed in accordance with. the internal laws of the State ofNcw York without regard to contlict of laws principles
thereof.
52. TRANSACTION SUMMARY
Borrower in Bankruptcy: YesO No [8)
Delivery of Credit Documents: YesO No [8)
Netting Arrangements: YesO No [8)
Flip Representations: Yes 01 No[ZJ
Yes 0
1
Step·Up Provisions: No [8)
Shift Date 2 : Not Applicable
3
Transfer Notice: Yes0 No [8)
A. DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section
1 of the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as
otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement
and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the
Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the
Agreement," "this Agreement," "herein," "hereunder" or "hereof' shall be deemed a reference to this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, the Transaction Specific Terms shall govern and control.
In this Agreement:
"Agent" means The CIT Group I Business Credit, Inc., as Administrative Agent.
"Assignment" means the Assignment and Assumption Agreement that is in the form specified in the
Credit Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents
to such assignment.
"Bankruptcy Case· select one:
kSJ none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower is a debtor, In re , No. _ _ _ ___..
"Bankruptcy Court" select one:
1
The Parties cannot specify "Yes" to both "Flip Representations· and "Step-Up Provisions• unless they set forth
appropriate modifications in Section H. Neither "Flip Representations" nor "Step-Up Provisions" applies to original
assignments.
2
Specify a Shift Date only if "Yes· is specified opposite "Step-Up Provisions" and if the second box is selected in the
definition of Covered Prior Seller. The Shift Date is the date that the Parties agree IS the closest possible
approximation for when the market convention for transferring the Loans and Commitments (if any) shifted from a
parinear par documentation basis to a distressed documentation basis. In consulting as to the appropriate date, the
Parties may refer to published results of an anonymous LSTA poll of disinterested dealers as to such dealers' views
regarding the Shift Date or, if results have not been published with respect to the Credit Agreement, either Party may
request in writing that the LSTA endeavor to conduct such a poll. To initiate a poll, send a request that includes the
name of Borrower and either the CUSIP number (if available) or the name and date of the Credit Agreement to the
LSTA at lstashiftdatepolls@lsta erg. The results of such LSTA polls are available to facilitate discussions between
the Parties and have no binding effect.
3
"Yes" can be elected only if "Yes" is specified opposite "Borrower in Bankruptcy" in the Transaction Summary.
2
NY440633.1/153-03372
NY4406331/153-03372