##### 



Exhibit 4.3
 EXECUTION VERSION
 SECURED SUPER-PRIORITY DEBTOR IN POSSESSION
AND EXIT CREDIT AND GUARANTY AGREEMENT
 dated as of March 30, 2007
 among
 ALLIED HOLDINGS, INC.
 and
 ALLIED SYSTEMS, LTD. (L.P.),
as Borrowers
 CERTAIN SUBSIDIARIES OF
 ALLIED HOLDINGS, INC.
and
ALLIED SYSTEMS, LTD. (L.P.),
as Guarantors,
 VARIOUS LENDERS,
 GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger and Syndication Agent,
 and
 THE CIT GROUP/BUSINESS CREDIT, INC.,
as Administrative Agent and Collateral Agent
 
 $315,000,000 Senior Secured Credit Facilities




---



##### 



TABLE OF CONTENTS
 PageSECTION 1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    21.1.
    
    Definitions
    
    
    21.2.
    
    Accounting Terms
    
    
    391.3.
    
    Interpretation, etc.
    
    
    39SECTION 2.
    
    LOANS AND LETTERS OF CREDIT
    
    
    392.1.
    
    Term Loans
    
    
    392.2.
    
    Revolving Loans
    
    
    412.3.
    
    Swing Line Loans
    
    
    422.4.
    
    Issuance of Letters of Credit and Purchase of Participations Therein
    
    
    442.5.
    
    Pro Rata Shares; Availability of Funds
    
    
    512.6.
    
    Use of Proceeds
    
    
    522.7.
    
    Evidence of Debt; Register; Lenders Books and Records; Notes
    
    
    532.8.
    
    Interest on Loans
    
    
    532.9.
    
    Conversion/Continuation
    
    
    552.10.
    
    Default Interest
    
    
    562.11.
    
    Fees
    
    
    562.12.
    
    Scheduled Payments
    
    
    572.13.
    
    Voluntary Prepayments/Commitment Reductions
    
    
    582.14.
    
    Mandatory Prepayments
    
    
    592.15.
    
    Application of Prepayments
    
    
    612.16.
    
    General Provisions Regarding Payments
    
    
    612.17.
    
    Ratable Sharing
    
    
    632.18.
    
    Making or Maintaining Eurodollar Rate Loans
    
    
    632.19.
    
    Increased Costs; Capital Adequacy
    
    
    652.20.
    
    Taxes; Withholding, etc.
    
    
    672.21.
    
    Obligation to Mitigate
    
    
    692.22.
    
    Defaulting Lenders
    
    
    692.23.
    
    Removal or Replacement of a Lender
    
    
    702.24.
    
    Super-Priority Nature of Obligations and Lenders Liens
    
    
    712.25.
    
    Payment of Obligations
    
    
    722.26.
    
    No Discharge; Survival of Claims
    
    
    722.27.
    
    Waiver of any Priming Rights
    
    
    722.28.
    
    Co-Borrowers
    
    
    722.29.
    
    Judgment Currency
    
    
    74SECTION 3.
    
    CONDITIONS PRECEDENT AND CONVERSION TO EXIT FACILITIES
    
    
    753.1.
    
    Closing Date
    
    
    753.2.
    
    Conditions to Each Credit Extension
    
    
    783.3.
    
    Exit Facilities Option
    
    
    793.4.
    
    Conditions to Exit Facilities Option
    
    
    803.5.
    
    Conversion to Exit Facilities
    
    
    85




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##### 



PageSECTION 4.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    864.1.
    
    Organization; Requisite Power and Authority; Qualification
    
    
    864.2.
    
    Equity Interests and Ownership
    
    
    864.3.
    
    Due Authorization
    
    
    864.4.
    
    No Conflict
    
    
    874.5.
    
    Governmental Consents
    
    
    874.6.
    
    Binding Obligation
    
    
    874.7.
    
    Historical Financial Statements
    
    
    884.8.
    
    Projections
    
    
    884.9.
    
    No Material Adverse Change
    
    
    884.10.
    
    No Restricted Junior Payments
    
    
    884.11.
    
    Adverse Proceedings, etc.
    
    
    884.12.
    
    Payment of Taxes
    
    
    894.13.
    
    Properties
    
    
    894.14.
    
    Environmental Matters
    
    
    894.15.
    
    No Defaults
    
    
    904.16.
    
    Material Contracts
    
    
    904.17.
    
    Governmental Regulation
    
    
    904.18.
    
    Margin Stock
    
    
    904.19.
    
    Employee Matters
    
    
    914.20.
    
    Employee Benefit Plans
    
    
    914.21.
    
    Certain Fees
    
    
    924.22.
    
    Solvency
    
    
    924.23.
    
    Compliance with Statutes, etc.
    
    
    924.24.
    
    Disclosure
    
    
    924.25.
    
    Secured, Super-Priority Obligations
    
    
    934.26.
    
    Patriot Act
    
    
    94SECTION 5.
    
    AFFIRMATIVE COVENANTS
    
    
    945.1.
    
    Financial Statements and Other Reports
    
    
    945.2.
    
    Existence
    
    
    995.3.
    
    Payment of Taxes and Claims
    
    
    995.4.
    
    Maintenance of Properties
    
    
    995.5.
    
    Insurance
    
    
    995.6.
    
    Books and Records; Inspections
    
    
    1005.7.
    
    Lenders Meetings
    
    
    1005.8.
    
    Compliance with Laws
    
    
    1005.9.
    
    Environmental
    
    
    1015.10.
    
    Subsidiaries
    
    
    1025.11.
    
    Additional Real Estate Assets
    
    
    1035.12.
    
    Interest Rate Protection
    
    
    1035.13.
    
    Further Assurances
    
    
    1045.14.
    
    Maintenance of Ratings
    
    
    1045.15.
    
    Final DIP Order
    
    
    1045.16.
    
    Canadian Final Order
    
    
    1045.17.
    
    Restructuring Advisers
    
    
    1045.18.
    
    Financial Plan
    
    
    104




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##### 



PageSECTION 6.
    
    NEGATIVE COVENANTS
    
    
    1056.1.
    
    Indebtedness
    
    
    1056.2.
    
    Liens
    
    
    1096.3.
    
    No Further Negative Pledges
    
    
    1116.4.
    
    Restricted Junior Payments
    
    
    1116.5.
    
    Restrictions on Subsidiary Distributions
    
    
    1126.6.
    
    Investments
    
    
    1126.7.
    
    Financial Covenants
    
    
    1136.8.
    
    Fundamental Changes; Disposition of Assets; Acquisitions
    
    
    1176.9.
    
    Disposal of Subsidiary Interests
    
    
    1186.10.
    
    Sales and Lease-Backs
    
    
    1186.11.
    
    Transactions with Shareholders and Affiliates
    
    
    1196.12.
    
    Conduct of Business
    
    
    1196.13.
    
    Amendments or Waivers of Organizational Documents and Certain Agreements
    
    
    1196.14.
    
    Haul Insurance
    
    
    1196.15.
    
    Chapter 11 Claims; Adequate Protection
    
    
    1206.16.
    
    DIP Orders and Canadian Orders
    
    
    1206.17.
    
    Limitation on Prepayments of Pre-Petition Obligations
    
    
    1206.18.
    
    Fiscal Year
    
    
    1216.19.
    
    Repayment of Indebtedness
    
    
    1216.20.
    
    Reclamation Claims
    
    
    1216.21.
    
    Chapter 11 Claims
    
    
    121SECTION 7.
    
    GUARANTY
    
    
    1217.1.
    
    Guaranty of the Obligations
    
    
    1217.2.
    
    Contribution by Guarantors
    
    
    1217.3.
    
    Payment by Guarantors
    
    
    1227.4.
    
    Liability of Guarantors Absolute
    
    
    1237.5.
    
    Waivers by Guarantors
    
    
    1247.6.
    
    Guarantors Rights of Subrogation, Contribution, etc.
    
    
    1257.7.
    
    Subordination of Other Obligations
    
    
    1267.8.
    
    Continuing Guaranty
    
    
    1267.9.
    
    Authority of Guarantors or Borrowers
    
    
    1267.10.
    
    Financial Condition of Borrowers
    
    
    1267.11.
    
    Bankruptcy, etc.
    
    
    1277.12.
    
    Discharge of Guaranty Upon Sale of Guarantor
    
    
    127SECTION 8.
    
    EVENTS OF DEFAULT; CARVE-OUT EVENT
    
    
    1288.1.
    
    Events of Default
    
    
    1288.2.
    
    Carve-Out Events
    
    
    133SECTION 9.
    
    AGENTS
    
    
    1339.1.
    
    Appointment of Agents
    
    
    1339.2.
    
    Powers and Duties
    
    
    1349.3.
    
    General Immunity
    
    
    1349.4.
    
    Agents Entitled to Act as Lender
    
    
    136




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##### 



Page9.5.
    
    Lenders Representations, Warranties and Acknowledgment
    
    
    1369.6.
    
    Right to Indemnity
    
    
    1369.7.
    
    Successor Administrative Agent, Collateral Agent and Swing Line Lender
    
    
    1379.8.
    
    Collateral Documents and Guaranty
    
    
    138SECTION 10.
    
    MISCELLANEOUS
    
    
    13910.1.
    
    Notices
    
    
    13910.2.
    
    Expenses
    
    
    14010.3.
    
    Indemnity
    
    
    14110.4.
    
    Set-Off
    
    
    14110.5.
    
    Amendments and Waivers
    
    
    14210.6.
    
    Successors and Assigns; Participations
    
    
    14410.7.
    
    Independence of Covenants
    
    
    14810.8.
    
    Survival of Representations, Warranties and Agreements
    
    
    14810.9.
    
    No Waiver; Remedies Cumulative
    
    
    14810.10.
    
    Marshalling; Payments Set Aside
    
    
    14910.11.
    
    Severability
    
    
    14910.12.
    
    Obligations Several; Independent Nature of Lenders Rights
    
    
    14910.13.
    
    Headings
    
    
    14910.14.
    
    APPLICABLE LAW
    
    
    14910.15.
    
    CONSENT TO JURISDICTION
    
    
    15010.16.
    
    WAIVER OF JURY TRIAL
    
    
    15010.17.
    
    Confidentiality
    
    
    15110.18.
    
    Usury Savings Clause
    
    
    15110.19.
    
    Counterparts
    
    
    15310.20.
    
    Effectiveness
    
    
    15310.21.
    
    Patriot Act
    
    
    15310.22.
    
    Electronic Execution of Assignments
    
    
    15310.23.
    
    Post-Closing Actions
    
    
    15310.24.
    
    Joint and Several Liability
    
    
    15410.25.
    
    Limitations Act, 2002
    
    
    154




---



##### 



APPENDICES:
    
    A-1
    
    Term Loan CommitmentsA-2
    
    Revolving CommitmentsA-3
    
    LC CommitmentsB
    
    Notice Addresses
 SCHEDULES:4.1
    
    Jurisdictions of Organization and Qualification4.2
    
    Equity Interests and Ownership4.7
    
    Contingent Liabilities4.13
    
    Real Estate Assets4.16
    
    Material Contracts4.19
    
    Employee Matters4.20
    
    Employee Benefit Plans4.25
    
    Post-petition Liens6.1
    
    Certain Indebtedness6.2
    
    Certain Liens6.5
    
    Certain Restrictions on Subsidiary Distributions6.6
    
    Certain Investments6.8(a)
    
    Planned Asset Sales6.8(b)
    
    Restructuring Asset Sales6.11
    
    Certain Affiliate Transactions10.23
    
    Post-Closing Actions
 EXHIBITS:
    
    A-1
    
    Funding NoticeA-2
    
    Conversion/Continuation NoticeA-3
    
    Issuance NoticeB-1
    
    Term Loan NoteB-2
    
    Revolving Loan NoteB-3
    
    Swing Line NoteC
    
    Compliance CertificateD
    
    [Intentionally Omitted]E
    
    Assignment AgreementF
    
    Certificate Re Non-bank StatusG-1
    
    Closing Date CertificateG-2
    
    Solvency CertificateH
    
    Counterpart AgreementI
    
    Pledge and Security AgreementJ
    
    MortgageK
    
    Landlord Waiver and Consent AgreementL
    
    Intercompany NoteM
    
    Interim DIP OrderN
    
    Canadian Pledge and Security AgreementO
    
    Affirmation Agreement




---



##### 



SECURED SUPER-PRIORITY DEBTOR IN POSSESSION
AND EXIT CREDIT AND GUARANTY AGREEMENT
 Holdings Systems Borrowers GSCP Syndication Agent THE CIT GROUP/BUSINESS CREDIT, INC. CIT Administrative Agent Collateral Agent
 RECITALS:
 WHEREAS,
 WHEREAS, Petition Date Cases
 WHEREAS
 WHEREAS, Existing DIP Credit Agreement
 WHEREAS,




---



##### 



WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 SECTION 1. DEFINITIONS AND INTERPRETATION
 1.1. Definitions
 Act
 Adjusted Eurodollar Rate
 2




---



##### 



minus
 Administrative Agent
 Adverse Proceeding
 Affected Lender
 Affected Loans
 Affiliate
 Affirmation Agreement
 Agent
 Agent Affiliates
 Aggregate Amounts Due
 Aggregate Payments
 Agreement
 AH Industries
 Applicable Reserve Requirement
 3




---



##### 



Approved Electronic Communications
 Asset Sale
 Assignment Agreement
 Assignment Effective Date
 Authorized Officer
 Bankruptcy Code provided
 4




---



##### 



Bankruptcy Court
 Base Fiscal Year
 Base Rate 1 2
 Base Rate Loan
 Benchmark LIBOR Rate
 Beneficiary
 BIA
 Blue Thunder
 Blue Thunder Equipment
 Board of Governors
 Borrowers
 Business Day Business Day
 Canadian Court
 5




---



##### 



Canadian Confirmation Order
 Canadian Credit Party
 Canadian DIP Order
 Canadian Final Order
 Canadian Insolvency Law
 Canadian Interim Order
 Canadian Pledge and Security Agreement
 Canadian PPSA provided
 6




---



##### 



Canadian Stay Order
 Canadian Subsidiary
 Capital Lease
 Carve-Out Professionals provided provided provided
 Carve-Out Event
 Carve-Out Event Notice
 Cases
 7




---



##### 



Cash
 Cash Equivalents
 CCAA
 Certificate re Non-Bank Status
 Change of Control
 8




---



##### 



CIT
 Claim
 Class
 Closing Date
 Closing Date Certificate
 Collateral
 Collateral Agent
 Collateral Documents
 Collateral Questionnaire
 Collateral Servicing Agreement
 Committed Capital Expenditures
 9




---



##### 



Committee
 Commitment
 Commodity Agreement
 Compliance Certificate
 Confirmation Order
 Consolidated Adjusted EBITDA plus minus
 10




---



##### 



Consolidated Capital Expenditures
 Consolidated Cash Interest Expense
 Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated Excess Cash Flow minus
 11




---



##### 



Consolidated Interest Expense
 Consolidated Net Income minus
 Consolidated Total Debt
 Consolidated Working Capital
 Consolidated Working Capital Adjustment
 12




---



##### 



Contractual Obligation
 Contributing Guarantors
 Controlled Foreign Corporation
 Controlled Investment Affiliate
 Conversion/Continuation Date
 Conversion/Continuation Notice
 Counterpart Agreement
 Credit Date
 Credit Document
 Credit Extension
 Credit Facilities
 Credit Party
 Currency Agreement
 13




---



##### 



Debtors
 Default
 Default Excess
 Default Period
 Defaulted Loan
 Defaulting Lender
 Deposit Account
 DIP Order
 Disclosure Statement
 Disqualified Equity Interests
 14




---



##### 



Dollars $
 Domestic Subsidiary
 Eligible Assignee provided
 Employee Benefit Plan
 Environmental Claim
 Environmental Laws
 Equity Interests
 15




---



##### 



ERISA
 ERISA Affiliate
 ERISA Event
 16




---



##### 



Eurodollar Rate Loan
 Event of Default
 Exchange Act
 Executive Officer
 Existing DIP Administrative Agent
 Existing DIP Credit Agreement
 Existing DIP Credit Agreement Reserve Amount
 Existing Indebtedness
 Exit Facilities
 17




---



##### 



Exit Facilities Conversion Date
 Exit Facilities Option
 Facility
 Fair Share
 Fair Share Contribution Amount
 Federal Funds Effective Rate provided
 Final DIP Order
 Financial Officer Certification
 18




---



##### 



Financial Plan
 First Priority
 Fiscal Quarter
 Fiscal Year
 Flood Hazard Property
 Foreign Subsidiary
 Funding Default
 Funding Guarantors
 Funding Notice
 GAAP
 Governmental Acts
 Governmental Authority
 Governmental Authorization
 Grantor
 GSCP
 Guaranteed Obligations
 Guarantor
 19




---



##### 



Guarantor Subsidiary
 Guaranty
 Hazardous Materials
 Haul Insurance
 Hazardous Materials Activity
 Hedge Agreement
 Highest Lawful Rate
 Historical Financial Statements
 Holdings
 20




---



##### 



Inactive Subsidiary
 Increased-Cost Lenders
 Indebtedness provided
 Indemnified Liabilities
 21




---



##### 



Indemnitee
 Interim DIP Order
 Initial Mortgaged Property
 Installment
 Intellectual Property
 Intellectual Property Asset
 Intellectual Property Security Agreements
 Intercompany Note
 Interest Coverage Ratio provided
 22




---



##### 



divided multiplied provided further
 Interest Payment Date provided
 Interest Period provided
 Interest Rate Agreement
 Interest Rate Determination Date
 Internal Revenue Code
 Investment
 23




---



##### 



Issuance Notice
 Issuing Bank
 Joint Venture provided
 Landlord Consent and Estoppel
 Landlord Personal Property Collateral Access Agreement
 LC Commitment LC
Commitments
 LC Commitment Period
 LC Commitment Termination Date
 24




---



##### 



LC Deposit LC Deposits
 LC Deposit Account
 LC Deposit Return
 LC Depositary Bank
 LC Disbursement
 LC Exposure
 LC Lender
 LC Usage
 Leasehold Property
 Lender
 25




---



##### 



Lender Counterparty
 Letter of Credit
 Leverage Ratio
 Lien
 Loan
 Management Agreement
 Margin Stock
 Material Adverse Effect
 Material Contract
 Material Real Estate Asset
 26




---



##### 



Maturity Date
 Moodys
 Mortgage
 Multiemployer Plan
 NAIC
 Narrative Report
 Net Asset Sale Proceeds minus
 Net Cash Proceeds
 27




---



##### 



Net Insurance/Condemnation Proceeds minus
 Nonpublic Information
 Non-US Lender
 Note
 Notice
 Obligations
 Obligee Guarantor
 Organizational Documents
 PBGC
 Pension Plan
 28




---



##### 



Permitted Acquisition provided
 (i)
    
    immediately prior to, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom;(ii)
    
    all transactions in connection therewith shall be consummated,
in all material respects, in accordance with all applicable laws and in
conformity, in all material respects, with all applicable Governmental
Authorizations;(iii)
    
    in the case of the acquisition of Equity Interests, all of the
Equity Interests (except for any such Securities in the nature of directors
qualifying shares required pursuant to applicable law) acquired or otherwise
issued by such Person or any newly formed Subsidiary of Holdings in connection
with such acquisition shall be directly or indirectly owned 100% by Holdings or
a Guarantor Subsidiary thereof, and Holdings shall have taken, or caused to be
taken, as of the date such Person becomes a Subsidiary of Holdings, each of the
actions set forth in Sections 5.10 and/or 5.11, as applicable;(iv)
    
    the Interest Coverage Ratio on a pro forma basis after giving
effect to such acquisition as of the last day of the Fiscal Quarter most
recently ended for which financial statements have been delivered pursuant to
Section 5.1(b) or (c) (as determined in accordance with Section 6.7(e)) shall
be no less than the correlative ratio indicated:
 Fiscal
    
    Interest CoverageQuarter Ending
    
    RatioJune 30, 2007
    
    1.75:1.00September 30, 2007
    
    2.00:1.00December 31, 2007
    
    2.25:1.00March 31, 2008
    
    2.25:1.00June 30, 2008
    
    2.75:1.00September 30, 2008
    
    3.00:1.00
 29




---



##### 



Fiscal
    
    Interest CoverageQuarter Ending
    
    RatioDecember 31, 2008
    
    3.50:1.00March 31, 2009
    
    3.50:1.00June 30, 2009
    
    3.50:1.00September 30, 2009
    
    3.50:1.00December 31, 2009
    
    3.50:1.00March 31, 2010
    
    3.50:1.00June 30, 2010
    
    3.50:1.00September 30, 2010
    
    3.50:1.00December 31, 2010
    
    3.50:1.00Thereafter
    
    3.75:1.00
 (v)
    
    the Leverage Ratio on a pro forma basis after giving effect to
such acquisition as of the last day of the Fiscal Quarter most recently ended
for which financial statements have been delivered pursuant to Section 5.1(b)
or (c) (as determined in accordance with Section 6.7(e)) shall be no greater
than the correlative ratio indicated:
 FiscalQuarter Ending
    
    Leverage RatioJune 30, 2007
    
    6.25:1.00September 30, 2007
    
    5.25:1.00December 31, 2007
    
    4.75:1.00March 31, 2008
    
    4.25:1.00June 30, 2008
    
    3.25:1.00September 30, 2008
    
    3.00:1.00December 31, 2008
    
    2.50:1.00March 31, 2009
    
    2.50:1.00June 30, 2009
    
    2.50:1.00September 30, 2009
    
    2.50:1.00December 31, 2009
    
    2.50:1.00March 31, 2010
    
    2.50:1.00June 30, 2010
    
    2.50:1.00September 30, 2010
    
    2.50:1.00December 31, 2010
    
    2.50:1.00Thereafter
    
    2.25:1.00
 (vi)
    
    Holdings and its Subsidiaries shall be in compliance with the
financial covenants set forth in Section 6.7 on a pro forma basis after giving
effect to such acquisition as of the last day of the Fiscal Quarter most
recently
 30




---



##### 



ended for which financial statements have been delivered pursuant to
Section 5.1(b) or (c) (as determined in accordance with Section 6.7(e));(vii)
    
    for any proposed acquisition in excess of $5,000,000, Holdings
shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, (i) a Compliance Certificate evidencing
compliance with Section 6.7 as required under clause (vi) above and (ii) all
other relevant financial information with respect to such acquired assets,
including the aggregate consideration for such acquisition and any other
information required to demonstrate compliance with Section 6.7 and (B)
promptly upon request by Administrative Agent, (i) a copy of the purchase
agreement related to the proposed Permitted Acquisition (and any related
documents reasonably requested by Administrative Agent) and (ii) quarterly
and annual financial statements of the Person whose Equity Interests or
assets are being acquired for the twelve month (12) month period immediately
prior to such proposed Permitted Acquisition, including any audited
financial statements that are available;(viii)
    
    any Person or assets or division as acquired in accordance herewith (y) shall
be in same business or lines of business in which Holdings and/or its
Subsidiaries are engaged as of the Closing Date and (z) shall have generated
positive free cash flow (excluding capital expenditures) for the four quarter
period most recently ended prior to the date of such acquisition;(ix)
    
    an Authorized Officer of Holdings shall certify that Holdings
reasonably believes that, after giving effect to the Permitted Acquisition,
Holdings and its Subsidiaries shall remain in compliance with Section 6.7(c);(x)
    
    during the 30 day period prior to the date of such proposed
acquisition, the excess of (x) the aggregate Revolving Commitments over
(y) the Total Utilization of the Revolving Commitments shall be no less than
$20,000,000 for at least 5 consecutive Business Days at any time during such
period; and(xi)
    
    the aggregate unused portion of the Revolving Commitments at
such time (after giving effect to the consummation of the respective Permitted
Acquisition and any financing thereof) shall equal or exceed $20,000,000.
 Permitted Liens
 Person
 31




---



##### 



Petition Date
 Plan
 Plan Effective Date
 Planned Asset Sales Schedule 6.8(a)
 Platform
 Pledge and Security Agreement
 Prepetition Indebtedness
 Prime Rate The Wall Street Journal
 Principal Office
 Projections
 Pro Rata Share
 32




---



##### 



Public Information
 Qualified Public Offering
 Quebec Security
 Real Estate Asset
 Record Document
 Recorded Leasehold Interest
 Recovery Event
 Refunded Swing Line Loans
 Register
 Regulation D
 Regulation FD
 33




---



##### 



Reimbursement Date
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 Reinvestment Prepayment Amount
 Reinvestment Prepayment Date
 Related Fund
 Release
 Replacement Lender
 Requisite Lenders
 34




---



##### 



Restricted Junior Payment
 Revolving Commitment Revolving
Commitments
 Revolving Commitment Period
 Revolving Commitment Termination Date
 Revolving Exposure
 Revolving Loan
 35




---



##### 



Revolving Loan Note
 S&P
 Secured Parties
 Securities
 Securities Act
 Solvency Certificate
 Solvent .
 Spent Committed Capital Expenditures
 Sponsor
 Sub-Account
 Subject Transaction
 Subsidiary
 36




---



##### 



provided
 Swing Line Lender
 Swing Line Loan
 Swing Line Note
 Swing Line Sublimit
 Syndication Agent
 Systems
 Tax provided
 Term Loan
 Term Loan Commitment Term Loan Commitments
 37




---



##### 



Term Loan Commitment Period
 Term Loan Commitment Termination Date
 Term Loan Exposure provided
 Term Loan Funding Period
 Term Loan Note
 Terminated Lender
 Title Policy
 Total Utilization of Revolving Commitments
 Transaction Costs
 Type of Loan
 UCC
 U.S. Lender
 Useful Assets
 38




---



##### 



1.2. Accounting Terms.
 provided
 1.3. Interpretation, etc.
 SECTION 2. LOANS AND LETTERS OF CREDIT
 2.1. Term Loans.
 Loan Commitments provided provided further
 39




---



##### 



Borrowing Mechanics for Term Loans
       40




---



##### 



2.2. Revolving Loans.
 Revolving Commitments provided
 Borrowing Mechanics for Revolving Loans
     41




---



##### 



2.3. Swing Line Loans
 Swing Line Loans Commitments provided
 Borrowing Mechanics for Swing Line Loans
     42




---



##### 



Refunded Swing Line Loans
  43




---



##### 



provided
 2.4. Issuance of Letters of Credit and Purchase of Participations Therein
 Letters of Credit provided
 44




---



##### 



Notice of Issuance
 Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments
 45




---



##### 



Reimbursement by Borrowers of Amounts Drawn or Paid Under Letters of Credit Reimbursement Date
 Lenders Purchase of Participations in Letters of Credit
 Obligations Absolute
 46




---



##### 



provided
 Indemnification
 Issuing Bank Reports
 47




---



##### 



Establishment of LC Deposit Account and Sub-Accounts LC Deposit Account Sub-Account
 48




---



##### 



Funding of LC Deposits
    LC Deposits in LC Deposit Account
    49




---



##### 



Withdrawals From and Closing of LC Deposit Account
      50




---



##### 



Investment of Amounts in LC Deposit Account Benchmark LIBOR Rate
 Sufficiency of LC Deposits to Provide for Undrawn/ Unreimbursed Letters of Credit
 Satisfaction of LC Lender Funding Obligations
 2.5. Pro Rata Shares; Availability of Funds.
 Pro Rata Shares
 51




---



##### 



Availability of Funds
 2.6. Use of Proceeds.
 52




---



##### 



2.7. Evidence of Debt; Register; Lenders Books and Records; Notes.
 Lenders Evidence of Debt provided provided further
 Register Register provided
 Notes
 2.8. Interest on Loans.
    53




---



##### 



provided
   54




---



##### 



provided
 provided
    2.9. Conversion/Continuation.
   55




---



##### 



provided
   2.10. Default Interest. provided
 2.11. Fees.
   56




---



##### 



2.12. Scheduled Payments.
  Installment
 57




---



##### 



2.13. Voluntary Prepayments/Commitment Reductions.
 Voluntary Prepayments
         provided provided further
 58




---



##### 



Voluntary Commitment Reductions
 provided
 provided
 provided
  2.14. Mandatory Prepayments.
 Asset Sales; Insurance/Condemnation Proceeds
 59




---



##### 



provided
 Issuance of Equity Securities
 Issuance of Debt
 Consolidated Excess Cash Flow minus
 Revolving Loans and Swing Loans first second
 Prepayment Certificate
 60




---



##### 



2.15. Application of Prepayments.
 Application of Voluntary Prepayments by Type of Loans provided
 first
 second
 third
 Application of Mandatory Prepayments
 first
 second
 third
 fourth
 fifth
 Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans
 2.16. General Provisions Regarding Payments.
  61




---



##### 



62




---



##### 



2.17. Ratable Sharing. Aggregate Amounts Due provided
 2.18. Making or Maintaining Eurodollar Rate Loans.
 Inability to Determine Applicable Interest Rate
 63




---



##### 



Illegality or Impracticability of Eurodollar Rate Loans Affected Lender Affected Loans
 Compensation for Breakage or Non-Commencement of Interest Periods
 64




---



##### 



Booking of Eurodollar Rate Loans
 Assumptions Concerning Funding of Eurodollar Rate Loans provided however
 2.19. Increased Costs; Capital Adequacy.
 Compensation For Increased Costs and Taxes
 65




---



##### 



Capital Adequacy Adjustment
 Notice provided provided further
 66




---



##### 



2.20. Taxes; Withholding, etc.
 Payments to Be Free and Clear
 Withholding of Taxes
 Evidence of Exemption From U.S. Withholding Tax Non-US Lender
 67




---



##### 



U.S. Lender provided
 68




---



##### 



2.21. Obligation to Mitigate. provided
 2.22. Defaulting Lenders. Defaulting Lender Funding Default Defaulted
Loan
 69




---



##### 



2.23. Removal or Replacement of a Lender. Increased-Cost Lender Non-Consenting Lender Terminated
Lender Replacement
Lender provided
 70




---



##### 



provided provided
 2.24. Super-Priority Nature of Obligations and Lenders Liens.
    71




---



##### 



2.25. Payment of Obligations.
 2.26. No Discharge; Survival of Claims.
 2.27. Waiver of any Priming Rights.
 2.28. Co-Borrowers.
 Joint and Several Liability Fraudulent Transfer Laws
 72




---



##### 



Subrogation Funding Borrower Obligation Fair
Share Obligation Fair Share Shortfall Obligation Fair Share Contribution Amount provided Obligation Aggregate Payments
 73




---



##### 



minus
 Representative of Borrowers
 Allocation of Loans
 2.29. Judgment Currency specified currency
 74




---



##### 



SECTION 3. CONDITIONS PRECEDENT AND CONVERSION TO EXIT FACILITIES
 3.1. Closing Date.
 Credit Documents
 Interim DIP Order, Canadian DIP Order and Other Bankruptcy Court Filings
 Organizational Documents; Incumbency
 75




---



##### 



Existing Indebtedness
 Transaction Costs
 Governmental Authorizations and Consents
 Personal Property Collateral
   76




---



##### 



Environmental Reports
 Financial Statements; Projections
 Evidence of Insurance
 Opinions of Counsel to Credit Parties
 Fees
 77




---



##### 



Closing Date Certificate
 Closing Date
 No Litigation
 Letter of Direction
 Liquidity
 Patriot Act Act
 3.2. Conditions to Each Credit Extension.
 Conditions Precedent
   78




---



##### 



Notices provided
 3.3. Exit Facilities Option. Exit
Facilities Option
 79




---



##### 



3.4. Conditions to Exit Facilities Option.
 Outside Conversion Date
 Real Estate Collateral
 Initial Mortgaged Property
    Title Policy
 80




---



##### 



Personal Property Collateral
   81




---



##### 



Payment of Fees
 Plan Conditions
 82




---



##### 



Confirmation Order
    83




---



##### 



Sponsor Ownership
 Financial Statements
 Business Plan
 Legal Opinions
 Ratings
 Notice of Conversion
 Solvency Certificate
 Officers Certificate
 84




---



##### 



Collateral Servicing Agreement
 Affirmation Agreement
 Customer Contracts
 Governmental Authorizations and Consents
 Yucaipa Indebtedness
 Representations and Warranties
 No Default
 3.5. Conversion to Exit Facilities.
  85




---



##### 



SECTION 4. REPRESENTATIONS AND WARRANTIES
  4.1. Organization; Requisite Power and Authority; Qualification.
 4.2. Equity Interests and Ownership.
 4.3. Due Authorization.
 86




---



##### 



4.4. No Conflict.
 4.5. Governmental Consents.
 4.6. Binding Obligation.
 87




---



##### 



4.7. Historical Financial Statements.
 4.8. Projections. Projections provided provided further
 4.9. No Material Adverse Change.
 4.10. No Restricted Junior Payments.
 4.11. Adverse Proceedings, etc.
 88




---



##### 



4.12. Payment of Taxes. provided
 4.13. Properties.
 Title
 Real Estate
 4.14. Environmental Matters.
 89




---



##### 



4.15. No Defaults.
 4.16. Material Contracts.
 4.17. Governmental Regulation.
 4.18. Margin Stock.
 90




---



##### 



4.19. Employee Matters.
 4.20. Employee Benefit Plans.
 91




---



##### 



Schedule 4.20
  4.21. Certain Fees.
 4.22. Solvency.
 4.23. Compliance with Statutes, etc.
 4.24. Disclosure.
 92




---



##### 



provided
 4.25. Secured, Super-Priority Obligations.
     93




---



##### 



4.26. Patriot Act.
 SECTION 5. AFFIRMATIVE COVENANTS
  5.1. Financial Statements and Other Reports.
 Monthly Reports
 Quarterly Financial Statements




---



##### 



Annual Financial Statements
 Compliance Certificate
 Statements of Reconciliation after Change in Accounting Principles
 95




---



##### 



Notice of Default
 Notice of Litigation
 ERISA and Canadian Pension Plans
 96




---



##### 



Financial Plan Financial Plan
 Insurance Report
 Notice of Change in Board of Directors
 Notice Regarding Material Contracts provided
 Information Regarding Collateral
 97




---



##### 



Annual Collateral Verification
 Cases
 Other Information
 Certification of Public Information Platform
 98




---



##### 



5.2. Existence. provided
 5.3. Payment of Taxes and Claims. provided
 5.4. Maintenance of Properties.
 5.5. Insurance.
 99




---



##### 



5.6. Books and Records; Inspections. provided
 5.7. Lenders Meetings.
 5.8. Compliance with Laws.
 100




---



##### 



5.9. Environmental.
 Environmental Disclosure
     101




---



##### 



Hazardous Materials Activities, Etc.
  5.10. Subsidiaries.
 102




---



##### 



5.11. Additional Real Estate Assets.
    5.12. Interest Rate Protection.
 103




---



##### 



5.13. Further Assurances.
  provided
 5.14. Maintenance of Ratings.
 5.15. Final DIP Order
 5.16. Canadian Final Order
 5.17. Restructuring Advisers
 5.18. Financial Plan
  104




---



##### 



SECTION 6. NEGATIVE COVENANTS
  6.1. Indebtedness.
  provided
 provided provided further
 105




---



##### 



provided
 provided
 106




---



##### 



provided
 provided provided
 provided
 107




---



##### 



provided
 PIK Interest provided
  108




---



##### 



provided
  provided
 6.2. Liens.
     109




---



##### 



provided
 provided
 110




---



##### 



provided
  provided
   6.3. No Further Negative Pledges.
 6.4. Restricted Junior Payments.
 111




---



##### 



6.5. Restrictions on Subsidiary Distributions.
 6.6. Investments.
     112




---



##### 



provided
           6.7. Financial Covenants.
 113




---



##### 



Interest Coverage Ratio
 Fiscal
    
    Interest CoverageQuarter Ending
    
    RatioJune 30, 2007
    
    1.50:1.00September 30, 2007
    
    1.75:1.00December 31, 2007
    
    2.00:1.00March 31, 2008
    
    2.00:1.00June 30, 2008
    
    2.50:1.00September 30, 2008
    
    2.75:1.00December 31, 2008
    
    3.00:1.00March 31, 2009
    
    3.25:1.00June 30, 2009
    
    3.25:1.00September 30, 2009
    
    3.25:1.00December 31, 2009
    
    3.25:1.00March 31, 2010
    
    3.25:1.00June 30, 2010
    
    3.25:1.00September 30, 2010
    
    3.25:1.00December 31, 2010
    
    3.25:1.00Thereafter
    
    3.50:1.00
 Leverage Ratio
 FiscalQuarter Ending
    
    Leverage RatioJune 30, 2007
    
    6.50:1.00September 30, 2007
    
    5.50:1.00December 31, 2007
    
    5.00:1.00March 31, 2008
    
    4.50:1.00June 30, 2008
    
    3.50:1.00September 30, 2008
    
    3.25:1.00December 31, 2008
    
    3.00:1.00March 31, 2009
    
    2.75:1.00June 30, 2009
    
    2.75:1.00September 30, 2009
    
    2.75:1.00December 31, 2009
    
    2.75:1.00March 31, 2010
    
    2.75:1.00June 30, 2010
    
    2.75:1.00
 114




---



##### 



FiscalQuarter Ending
    
    Leverage RatioSeptember 30, 2010
    
    2.75:1.00December 31, 2010
    
    2.75:1.00Thereafter
    
    2.50:1.00
 Consolidated Adjusted EBITDA
 Consolidated AdjustedMonth
    
    EBITDAMarch 2007
    
    $
    46,000,000April 2007
    
    $
    43,000,000May 2007
    
    $
    37,000,000June 2007
    
    $
    32,000,000July 2007
    
    $
    32,000,000August 2007
    
    $
    32,000,000September 2007
    
    $
    32,000,000
 Maximum Consolidated Capital Expenditures plus provided plus provided Base Fiscal Year Committed Capital
Expenditures Spent Committed Capital Expenditures
 115




---



##### 



Consolidated CapitalFiscal Year
    
    Expenditures2007
    
    $
    65,000,0002008
    
    $
    70,000,0002009
    
    $
    70,000,0002010
    
    $
    70,000,0002011
    
    $
    70,000,0002012
    
    $
    70,000,000
 Permitted Carry-Forward Amount plus
  Certain Calculations Subject Transaction
 116




---



##### 



6.8. Fundamental Changes; Disposition of Assets; Acquisitions.
 provided
   provided
 117




---



##### 



provided
      6.9. Disposal of Subsidiary Interests.
 6.10. Sales and Lease-Backs.
 118




---



##### 



6.11. Transactions with Shareholders and Affiliates. provided provided Conduct of Business.
 6.13. Amendments or Waivers of Organizational Documents and Certain Agreements
 6.14. Haul Insurance.
 119




---



##### 



6.15. Chapter 11 Claims; Adequate Protection.
 6.16. DIP Orders and Canadian Orders.
 6.17. Limitation on Prepayments of Pre-Petition Obligations. provided
 120




---



##### 



6.18. Fiscal Year.
 6.19. Repayment of Indebtedness
 6.20. Reclamation Claims
 6.21. Chapter 11 Claims
 SECTION 7. GUARANTY
 7.1. Guaranty of the Obligations. Guaranteed
Obligations
 7.2. Contribution by Guarantors. Contributing Guarantors
 121




---



##### 



Funding Guarantor Fair Share Fair Share Contribution Amount provided Fair Share Contribution Amount Aggregate Payments
 7.3. Payment by Guarantors.
 122




---



##### 



7.4. Liability of Guarantors Absolute.
      123




---



##### 



7.5. Waivers by Guarantors.
 124




---



##### 



7.6. Guarantors Rights of Subrogation, Contribution, etc.
 125




---



##### 



7.7. Subordination of Other Obligations. Obligee Guarantor
 7.8. Continuing Guaranty.
 7.9. Authority of Guarantors or Borrowers.
 7.10. Financial Condition of Borrowers.
 126




---



##### 



7.11. Bankruptcy, etc.
    7.12. Discharge of Guaranty Upon Sale of Guarantor.
  127




---



##### 



provided
 SECTION 8. EVENTS OF DEFAULT; CARVE-OUT EVENT
 8.1. Events of Default.
 Failure to Make Payments When Due
 Default in Other Agreements
 Breach of Certain Covenants
 Breach of Representations, etc.
 128




---



##### 



Other Defaults Under Credit Documents
 Involuntary Bankruptcy; Appointment of Receiver, etc.
 Voluntary Bankruptcy; Appointment of Receiver, etc.
 129




---



##### 



Defaults Under Mortgages
 Judgments and Attachments
 Dissolution
 Employee Benefit Plans
 Change of Control
 Guaranties, Collateral Documents and other Credit Documents
 130




---



##### 



131




---



##### 



THEN provided
 132




---



##### 



8.2. Carve-Out Events.
 Carve-Out Event Notice Carve-Out Event
  SECTION 9. AGENTS
 9.1. Appointment of Agents.
 133




---



##### 



9.2. Powers and Duties.
 9.3. General Immunity.
 No Responsibility for Certain Matters
 134




---



##### 



Exculpatory Provisions
 Delegation of Duties
 135




---



##### 



9.4. Agents Entitled to Act as Lender.
 9.5. Lenders Representations, Warranties and Acknowledgment.
   9.6. Right to Indemnity. provided provided
 136




---



##### 



provided further
 9.7. Successor Administrative Agent, Collateral Agent and Swing Line Lender. provided
 137




---



##### 



9.8. Collateral Documents and Guaranty.
 Agents under Collateral Documents and Guaranty provided
 Right to Realize on Collateral and Enforce Guaranty
 Rights under Hedge Agreements
 138




---



##### 



SECTION 10. MISCELLANEOUS
 10.1. Notices.
 Notices Generally provided provided further
 Electronic Communications
 provided provided provided
 139




---



##### 



Agent Affiliates
  10.2. Expenses.
 140




---



##### 



10.3. Indemnity.
 Indemnitee provided
  10.4. Set-Off.
 141




---



##### 



10.5. Amendments and Waivers.
 Requisite Lenders Consent provided
 Affected Lenders Consent
        142




---



##### 



Requisite Lenders Pro Rata Share ; provided Requisite Lenders Pro Rata Share
   Other Consents
 provided
  provided
   143




---



##### 



Lender Counterparty Hedge Agreement Obligations Secured Obligations
    Execution of Amendments, etc. provided
 10.6. Successors and Assigns; Participations.
 Generally
 144




---



##### 



Register Assignment Effective Date.
 Right to Assign provided however
  provided
 Mechanics
 145




---



##### 



Representations and Warranties of Assignee
 Effect of Assignment provided
 LC Deposits
 146




---



##### 



Participations
   provided provided further
 147




---



##### 



Certain Other Assignments and Participations
   provided provided further
 10.7. Independence of Covenants.
 10.8. Survival of Representations, Warranties and Agreements.
 10.9. No Waiver; Remedies Cumulative.
 148




---



##### 



10.10. Marshalling; Payments Set Aside.
 10.11. Severability.
 10.12. Obligations Several; Independent Nature of Lenders Rights.
 10.13. Headings.
 10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).
 149




---



##### 



10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING
OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.
BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH
ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION
AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT
TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES
THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION. AT ALL
TIMES PRIOR TO THE EXIT FACILITIES CONVERSION DATE, THE PARTIES HERETO SUBMIT TO THE JURISDICTION
OF THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA.
 10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE
OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH
 150




---



##### 



OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
 10.17. Confidentiality. provided provided
 10.18. Usury Savings Clause.
  151




---



##### 



Criminal Code Criminal Code Criminal Code Criminal Code
 152




---



##### 



10.19. Counterparts.
 10.20. Effectiveness.
 10.21. Patriot Act.
 10.22. Electronic Execution of Assignments.
 10.23. Post-Closing Actions. provided
 153




---



##### 



10.24. Joint and Several Liability.
 10.25. Limitations Act, 2002. t, 2002
 [ ]
 154




---



##### 



IN WITNESS WHEREOF
 ALLIED HOLDINGS, INC.By:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Chief Financial
Officer ALLIED SYSTEMS, LTD. (L.P.)By:
    Allied Automotive Group, Inc.,its Managing General Partner By:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant
Treasurer ACE OPERATIONS, LLC
AH INDUSTRIES INC.
ALLIED AUTOMOTIVE GROUP, INC.
ALLIED FREIGHT BROKER LLC
ALLIED SYSTEMS (CANADA) COMPANY
AXIS ARETA, LLC
AXIS CANADA COMPANY
AXIS GROUP, INC.
AXIS NETHERLANDS, LLC
COMMERCIAL CARRIERS, Inc.
CORDIN TRANSPORT LLC
C T SERVICES, INC.
F.J. BOUTELL DRIVEAWAY LLC
GACS INCORPORATED
LOGISTIC SYSTEMS, LLC
LOGISTIC TECHNOLOGY, LLC
QAT, INC.
RMX LLC
TERMINAL SERVICES LLC
TRANSPORT SUPPORT LLC




---



##### 



By:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant Treasurer




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent and a LenderBy:
    /s/ Tom ConnollyName: Tom Connolly




---



##### 



THE CIT GROUP/BUSINESS CREDIT, INC.,
as Administrative Agent, Collateral Agent, Swing Line
Lender and a LenderBy:
    /s/ Allison AdornatoName:
    Allison AdornatoTitle:
    SVP




---



##### 



APPENDIX A-1
TO CREDIT AND GUARANTY AGREEMENT
 Term Loan Commitments
 ProLender
    
    Term Loan Commitment
    
    Rata ShareGoldman Sachs Credit Partners L.P.
    
    $

    230,000,000.00
    
    
    
    100
    %Total
    
    $
    230,000,000.00
    
    
    
    100
    %




---



##### 



APPENDIX A-2
TO CREDIT AND GUARANTY AGREEMENT
 LC Commitments
 Lender
    
    LC Commitment
    
    Pro Rata ShareGoldman Sachs Credit Partners L.P.
    
    $
    50,000,000.00
    
    
    
    100
    %Total
    
    $
    50,000,000.00
    
    
    
    100
    %




---



##### 



APPENDIX A-3
TO CREDIT AND GUARANTY AGREEMENT
 Revolving Commitments
 Lender
    
    Revolving Commitment
    
    Pro Rata ShareThe CIT Group/Business Credit, Inc.
    
    $
    35,000,000.00
    
    
    
    100
    %Total
    
    $
    35,000,000.00
    
    
    
    100
    %




---



##### 



APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
 Notice Addresses
 44 ALLIED HOLDINGS, INC.
 
 44 ALLIED SYSTEMS, LTD. (L.P.)
 
 44 ACE OPERATIONS, LLC.  44 AH INDUSTRIES INC.  44 ALLIED AUTOMOTIVE GROUP, INC.  44 ALLIED FREIGHT BROKER LLC




---



##### 



44 ALLIED SYSTEMS (CANADA) COMPANY  44 AXIS ARETA, LLC  44 AXIS CANADA COMPANY  44 AXIS GROUP, INC.  44 AXIS NETHERLANDS, LLC  44 COMMERCIAL CARRIERS, INC.  44 CORDIN TRANSPORT LLC  44 C T SERVICES, INC.  44 F.J. BOUTELL DRIVEAWAY LLC  44 GACS INCORPORATED  44 LOGISTIC SYSTEMS LLC  44 LOGISTIC TECHNOLOGY, LLC  44 QAT, INC.  44 RMX LLC  44 TERMINAL SERVICES LLC  44 TRANSPORT SUPPORT LLC




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,




---



##### 



THE CIT GROUP/BUSINESS CREDIT, INC.,




---



##### 



Attention:Facsimile: