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EXECUTION VERSION
 LOAN AND SECURITY AGREEMENT AND GUARANTY
 dated as of April 5, 2007
 among
 ALLIED SYSTEMS, Ltd. (L.P.),
 as Borrower
 ALLIED HOLDINGS, INC.,
 and
 THE OTHER SUBSIDIARIES PARTY HERETO
 as Guarantors
 and
 YUCAIPA TRANSPORTATION, LLC,
 as Lender




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TABLE OF CONTENTS
 PAGESECTION 1. DEFINITIONS
    
    
    21.1 General Definitions
    
    
    21.2 Definitions; Interpretation
    
    
    11SECTION 2. LOAN PROVISIONS
    
    
    112.1 Loan Mechanics
    
    
    112.2 Use of Proceeds
    
    
    122.3 Conversion to Equity
    
    
    12SECTION 3. CONDITIONS TO FUNDING
    
    
    123.1 Conditions to Initial Funding
    
    
    123.2 Conditions to Each Funding
    
    
    14SECTION 4. GRANT OF SECURITY
    
    
    154.1 Grant of Security
    
    
    15SECTION 5. SECURITY FOR OBLIGATIONS; BORROWER REMAINS LIABLE
    
    
    155.1 Security for Obligations
    
    
    155.2 Continuing Liability Under Collateral
    
    
    15SECTION 6. REPRESENTATIONS AND WARRANTIES AND COVENANTS
    
    
    166.1 Representations and Warranties
    
    
    166.2 Covenants and Agreements
    
    
    20SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES
    
    
    247.1 Access; Right of Inspection
    
    
    247.2 Further Assurances
    
    
    24SECTION 8. LENDER APPOINTED ATTORNEY-IN-FACT
    
    
    248.1 Power of Attorney
    
    
    248.2 No Duty on the Part of Lender
    
    
    25SECTION 9. REMEDIES
    
    
    269.1 Events of Default
    
    
    269.2 Application of Proceeds
    
    
    339.3 Sales on Credit
    
    
    339.4 Cash Proceeds
    
    
    33SECTION 10. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
    
    
    33SECTION 11. STANDARD OF CARE; LENDER MAY PERFORM
    
    
    34
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SECTION 12. MISCELLANEOUS
    
    
    3412.1 Reimbursement of Expenses
    
    
    3412.2 Notices
    
    
    3512.3 No Waiver
    
    
    3512.4 Severability
    
    
    3512.5 Independence
    
    
    3612.6 Successors and Assigns
    
    
    3612.7 Entire Agreement
    
    
    3612.8 Counterparts
    
    
    3612.9 Governing Law
    
    
    36SECTION 13. GUARANTY
    
    
    3613.1 Guaranty of the Obligations
    
    
    3613.2 Payment by Guarantors
    
    
    3613.3 Liability of Guarantors Absolute
    
    
    3713.4 Waivers by Guarantors
    
    
    3913.5 Guarantors Rights of Subrogation, Contribution, etc
    
    
    3913.6 Subordination of Other Obligations
    
    
    4013.7 Continuing Guaranty
    
    
    4013.8 Authority of Guarantors or Borrower
    
    
    4013.9 Financial Condition of Borrower
    
    
    4013.10 Bankruptcy, etc
    
    
    4013.11 Discharge of Guaranty Upon Sale of Guarantors
    
    
    4113.12 Contribution by Guarantors
    
    
    42




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LOAN AND SECURITY AGREEMENT AND GUARANTY Agreement Borrower Subsidiary Guarantors Loan Parties Loan Party Lender
 RECITALS:
 WHEREAS, Petition Date Debtors Debtor Cases Bankruptcy Court
 WHEREAS,
 WHEREAS, Purchase Agreement Equipment Purchase Equipment Purchases
 WHEREAS, Initial Promissory Note
 WHEREAS, Additional Promissory
Notes Promissory
Notes Promissory Note
 1




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WHEREAS,
 NOW, THEREFORE,
 SECTION 1. DEFINITIONS.
 1.1 General Definitions.
 Additional Promissory
 Advance Date
 Agreement
 Approval Order
 Approved Plan
 Available Funding Period
 Bankruptcy Code
 BIA
 Borrower
 Business Day
 Canadian Approval Order
 Canadian Court
 2




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Canadian Final Approval Order
 Canadian Insolvency Law
 Canadian Interim Approval Order
 Canadian Loan Party
 Canadian PPSA
 Canadian Subsidiary
 Capital Lease
 Cases
 Cash Proceeds
 3




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CCAA
 Change of Control
 Closing Date
 Collateral
 Collateral Account
 Collateral Records
 Committee
 Contractual Obligation
 Debtors
 Default
 Disclosure Statement
 Disqualified Equity Interests
 4




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Domestic Subsidiary
 Employee
Benefit Plan
 Equipment Purchase Equipment Purchases
 Equipment Schedule
 Equity Interests
 ERISA
 ERISA Affiliate
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Event of Default


Exchange Act


Executive Officer


Existing Credit Agreement


Fair Market Value


Final Approval Order


Funding Notice


GAAP


Governmental Authority 6




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##### 



Governmental Authorization
 Guarantors
 Guaranty
 Holdings
 Inactive Subsidiary
 Indebtedness,
 Initial Promissory Note
 Initial Repair Costs
 7




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Insurance
 Interim Approval Order
 Internal Revenue Code
 Lender
 Lien
 Loan Documents
 Loan Party
 Material Adverse Effect
 Maturity Date
 Maximum Loan Amount
 Multiemployer Plan
 8




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Obligations
 PBGC
 Pension Plan
 Permitted Encumbrances provided
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Person


Petition Date


Plan


Plan Effective Date


Pledge Supplement


Proceeds


Promissory
Note Promissory Notes


Purchase Agreement


Record


Secured Obligations


Stipulation Regarding Continued Exclusivity


Subsidiary provided, 10




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Subsidiary Guarantors


Tax provided,


Title Vehicles


Transfer Taxes


UCC


United States


1.2 Definitions; Interpretation.


SECTION 2. LOAN PROVISIONS.


2.1 Loan Mechanics.


Loan Commitments. 11




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Borrowing Mechanics for Loans.
   2.2
Use of Proceeds.
 2.3
Conversion to Equity.
 SECTION 3. CONDITIONS TO FUNDING.
 3.1 Conditions to Initial Funding.
 Credit Documents.
 12




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Court Order
 Organizational Documents; Incumbency
 Governmental Authorizations and Consents
 Personal Property Collateral
  13




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Evidence of Insurance
 Closing Date Certificate
 No Litigation
 3.2 Conditions to Each Funding.
 Funding Notice
 Amount
 Representations and Warranties
 No Default
 Executed Promissory Note
 14




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Event Specific Conditions.
   SECTION 4. GRANT OF SECURITY.
 4.1 Grant of Security. Collateral):
 Purchased Title Vehicles);
   SECTION 5. SECURITY FOR OBLIGATIONS; BORROWER REMAINS LIABLE.
 5.1 Security for Obligations. Secured Obligations
 5.2 Continuing Liability Under Collateral.
 15




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SECTION 6. REPRESENTATIONS AND WARRANTIES AND COVENANTS.
 6.1 Representations and Warranties .
 Corporate Existence
 Due Authorization
 No Conflict
 16




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No Government Action.
 Valid and Binding
 No Material Adverse Effect
 Taxes provided
 Contractual Obligations
 17




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Compliance with Law
 Purchased Title Vehicles
 Location of Collateral
 Corporate Information
 Legal Names.
 Corporate Structure
 Perfection of Lien
 Filings
 18




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Financing Statements
 Authorization
 Information
 Secured, Super-Priority Obligations
  Schedule 6.l(t).
  19




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6.2 Covenants and Agreements .
 Corporate Existence. provided
 Taxes provided
 Insurance
 20




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Risk of Loss
     Compliance with Law
 Final Approval Order
 21




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Canadian Final Approval Order
 Liens on Collateral
 Use of Collateral
 Change in Corporate Structure
 Rights in Collateral
 Transfer of Collateral
 Registration, Licensing and Titling
 Repairs
 22




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Location
 Records
 Record Title
 Exclusivity
 Delivery of Information to Participants Participant Participants)
 Other Information
 23




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SECTION 7. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES
 7.1 Access; Right of Inspection.
 7.2 Further Assurances.
     SECTION 8. LENDER APPOINTED ATTORNEY-IN-FACT.
 8.1 Power of Attorney.
 24




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8.2 No Duty on the Part of Lender.
 25




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SECTION 9. REMEDIES.
 9.1 Events of Default.
 Events of Default. Event of Default
       26




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29




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Repurchase Option
 Repurchase Option Repurchase Notice Repurchased Vehicles Delivery Date Delivery Location provided, however,
 Repurchase Price
 30




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Inspection Report
   31




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Sale of Collateral
 Warranties.
 32




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No Marshalling.
 No Surcharge
 9.2 Application of Proceeds.
 9.3 Sales on Credit.
 9.4 Cash Proceeds. Cash Proceeds
 SECTION 10. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
 Section 2.3
 33




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SECTION 11. STANDARD OF CARE; LENDER MAY PERFORM.
  SECTION 12. MISCELLANEOUS.
 12.1 Reimbursement of Expenses.
 34




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12.2 Notices.
  provided provided
  12.3 No Waiver.
 12.4 Severability.
 35




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12.5 Independence.
 12.6 Successors and Assigns.
 12.7 Entire Agreement.
 12.8 Counterparts.
 12.9 Governing 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 ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).
 SECTION 13. GUARANTY
 13.1 Guaranty of the Obligations. Guaranteed Obligations
 13.2 Payment by Guarantors.
 36




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13.3 Liability of Guarantors Absolute.
      37




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38




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13.4 Waivers by Guarantors.
 13.5 Guarantors Rights of Subrogation, Contribution, etc.
 39




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13.6 Subordination of Other Obligations. Obligee Guarantor
 13.7 Continuing Guaranty.
 13.8 Authority of Guarantors or Borrower.
 13.9 Financial Condition of Borrower.
 40




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13.10 Bankruptcy, etc.
    13.11 Discharge of Guaranty Upon Sale of Guarantors.
  provided
 41




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13.12 Contribution by Guarantors. Contributing Guarantors Funding Guarantor Fair Share Fair Share Contribution
Amount provided, Fair Share Contribution Amount Aggregate Payments
  42




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ALLIED SYSTEMS, LTD. (L.P.), 
as BorrowerBy:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant TreasurerALLIED HOLDINGS, INC. 
as GuarantorBy:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Chief
Financial Officer AH INDUSTRIES INC. 
ALLIED AUTOMOTIVE GROUP, INC.
ALLIED FREIGHT BROKER LLC
ALLIED SYSTEMS (CANADA)
COMPANY
AXIS CANADA COMPANY
AXIS GROUP, INC.
COMMERCIAL CARRIERS, Inc.
CORDIN TRANSPORT LLC
C T SERVICES, INC.
F.J. BOUTELL DRIVEAWAY LLC
GACS INCORPORATED
QAT, INC.
RMX LLC
TERMINAL SERVICES LLC
TRANSPORT SUPPORT LLCBy:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant Treasurer S-1




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ACE OPERATIONS, LLC
AXIS NETHERLANDS, LLCBy:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant
TreasurerAXIS ARETA, LLC 
LOGISTIC SYSTEMS, LLC
LOGISTIC TECHNOLOGY, LLC
By: AX International Limited, 
Its Sole Member and ManagerBy:
    /s/ Thomas H. KingThomas H. KingExecutive Vice President and Assistant
Treasurer S-2




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YUCAIPA TRANSPORTATION, LLC,as LenderBy:Name:Title:
 S-3




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EXECUTION VERSION
 SECURED CONVERTIBLE PROMISSORY NOTE
 $564,000
    
    Los Angeles, CaliforniaApril 5, 2007
 Borrower Lender Loan Agreement Holdings Loan Parties Loan Party
   1




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3




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ALLIED SYSTEMS LTD. (L.P.), a Georgia limited partnershipBy:
    
    /s/ Thomas H. KingName:
    
    Thomas H. KingTitle:
    
    EVP
 S-1