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                                                                 Exhibit 4.3(b)

                                SECOND AMENDMENT
                             TO FINANCING AGREEMENT


                  SECOND AMENDMENT, dated as of April 13, 2005 (this
"Amendment"), to the Amended and Restated Financing Agreement, dated as of
September 4, 2003, as amended by the First Amendment, dated as of November 23,
2004 (as amended, restated, modified, supplemented or otherwise changed from
time to time, the "Financing Agreement"), by and among Allied Holdings, Inc., a
Georgia corporation (the "Parent"), and Allied Systems, Ltd. (L.P.), a Georgia
limited partnership ("Allied Systems" and together with the Parent, each a
"Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent
listed as a "Guarantor" on the signature pages thereto (each a "Guarantor" and
collectively, the "Guarantors"), each of the lenders from time to time party
thereto as a Lender (each a "Lender" and collectively, the "Lenders"), Ableco
Finance LLC, a Delaware limited liability company ("Ableco"), as collateral
agent for the Lenders (in such capacity, the "Collateral Agent"), and Wells
Fargo Foothill, Inc., formerly known as Foothill Capital Corporation, a
California corporation ("Foothill"), as administrative agent for the Lenders (in
such capacity, the "Administrative Agent" and together with the Collateral
Agent, each an "Agent" and collectively, the "Agents").

                                    RECITALS

                  The Borrowers, the Agents and the Lenders wish to amend
certain terms and provisions of the Financing Agreement in order to (a) create
an additional supplemental term loan in an aggregate principal amount equal to
$25,000,000 and (b) to amend certain other terms and conditions of the Financing
Agreement, in each case subject to the terms and conditions set forth in this
Amendment. The proceeds of such additional supplemental term loan will be used
to repay the Revolving Loans, to pay fees and expenses related to this Amendment
and to fund working capital of the Borrowers.

                  NOW, THEREFORE, the Borrowers, the Guarantors, the Agents and
the Lenders hereby agree as follows:

                  1. Capitalized Terms. All terms which are defined in the
Financing Agreement and not otherwise defined herein are used herein as defined
therein.

                  2. Amendments to Financing Agreement.

                           (a) Recitals. The second paragraph of the recitals to
the Financing Agreement is hereby amended and restated in its entirety to read
as follows:

                           "The Borrowers, the Guarantors, the Lenders and the
         Agents wish to amend the Existing Financing Agreement in order to
         restructure the Existing Credit Facility and, in that connection, to
         amend and restate the Existing Financing Agreement in its entirety, to
         provide for (i) the Existing Revolving Credit to be reduced from

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         $120,000,000 to $90,000,000, including a $50,000,000 subfacility for
         the issuance of letters of credit, (ii) the repayment of the Existing
         Term Loan D, (iii) the remaining Existing Term Loans, together with a
         portion of the loans under the Existing Revolving Credit Facility, to
         be amended and restated into a single $100,000,000 term loan (the
         outstanding principal balance of which was $74,101,493.94 as of the
         Second Amendment Effective Date), (iv) the Commitments (as hereinafter
         defined) of the Lenders to be as set forth on Schedule 1.01(A) hereto,
         and (v) certain other modifications contained herein. On (a) the First
         Amendment Effective Date, the Borrowers, the Guarantors, the Lenders
         and the Agents wish to amend the Financing Agreement in order to
         provide for a supplemental term loan in the aggregate principal amount
         of $20,000,000 and (b) the Second Amendment Effective Date, the
         Borrowers, the Guarantors, the Lenders and the Agents wish to amend the
         Financing Agreement in order to provide for an additional supplemental
         term loan in the aggregate principal amount of $25,000,000."

                           (b) Existing Definitions. Each of the following
definitions in Section 1.01 of the Financing Agreement is hereby amended and
restated in its entirety to read as follows:

                           " 'Commitments' means, with respect to each Lender,
         such Lender's Revolving Credit Commitment, Term Loan Commitment,
         Supplemental Term Loan Commitment and Additional Supplemental Term Loan
         Commitment."

                           " 'Consolidated Net Income' means, with respect to
         any Person for any period, the net income (loss) of such Person and its
         Subsidiaries for such period, determined on a consolidated basis and in
         accordance with GAAP, but excluding from the determination of
         Consolidated Net Income (without duplication) (a) any extraordinary or
         non recurring gains or losses or gains or losses from Dispositions, (b)
         restructuring charges, (c) effects of discontinued operations, (d)
         non-cash expenses resulting from the grant of equity compensation to
         its employees, (e) any non-cash income or loss attributable to any
         intercompany foreign currency transactions, (f) any non-cash income or
         loss attributable to any joint venture of any Person, (g) any non-cash
         charges relating to the impairment of the Axis Entity's goodwill in an
         aggregate amount not exceeding $12,000,000 and (h) any non-cash charges
         attributable to not discounting self-insurance reserves previously
         discounted in accordance with GAAP in an aggregate amount not exceeding
         $12,000,000 in Fiscal Year 2004."

                           " 'Fee Letter' means, each of (a) the Fee Letter,
         dated as of February 25, 2002, among the Borrowers, the Collateral
         Agent and the Administrative Agent, (b) the Supplemental Fee Letter,
         dated as of September 4, 2003, among the Borrowers, the Collateral
         Agent and the Administrative Agent, (c) the Supplemental Term Loan Fee
         Letter, (d) the Revolver Fee Letter, (e) the Additional Supplemental
         Term Loan Fee Letter and (f) the Supplemental Revolver Fee Letter."

                           " 'Loan' means the Term Loan, the Supplemental Term
         Loan, the Additional Supplemental Term Loan or any Revolving Loan made
         by an Agent or a Lender to Allied Systems pursuant to Article II
         hereof."


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                           " 'Pro Rata Share' means:

                           (a) with respect to a Revolving Loan Lender's
         obligation to make Revolving Loans and receive payments of interest,
         fees and principal with respect thereto, the percentage obtained by
         dividing (i) such Lender's Revolving Credit Commitment, by (ii) the
         Total Revolving Credit Commitment, provided, that, if the Total
         Revolving Credit Commitment has been reduced to zero, the numerator
         shall be the aggregate unpaid principal amount of such Lender's
         Revolving Loans (including Agent Advances) and its interest in the
         Letter of Credit Obligations and the denominator shall be the aggregate
         unpaid principal amount of all Revolving Loans (including Agent
         Advances) and Letter of Credit Obligations,

                           (b) with respect to a Term Loan Lender's obligation
         to make the Term Loan and receive payments of interest, fees and
         principal with respect thereto, the percentage obtained by dividing (i)
         such Lender's Term Loan Commitment, by (ii) the Total Term Loan
         Commitment, provided that if the Total Term Loan Commitment has been
         reduced to zero, the numerator shall be the aggregate unpaid principal
         amount of such Lender's portion of the Term Loan and the denominator
         shall be the aggregate unpaid principal amount of the Term Loan,

                           (c) with respect to a Supplemental Term Loan Lender's
         obligation to make the Supplemental Term Loan and receive payments of
         interest, fees and principal with respect thereto, the percentage
         obtained by dividing (i) such Lender's Supplemental Term Loan
         Commitment, by (ii) the Total Supplemental Term Loan Commitment,
         provided that if the Total Supplemental Term Loan Commitment has been
         reduced to zero, the numerator shall be the aggregate unpaid principal
         amount of such Lender's portion of the Supplemental Term Loan and the
         denominator shall be the aggregate unpaid principal amount of the
         Supplemental Term Loan,

                           (d) with respect to an Additional Supplemental Term
         Loan Lender's obligation to make the Additional Supplemental Term Loan
         and receive payments of interest, fees and principal with respect
         thereto, the percentage obtained by dividing (i) such Lender's
         Additional Supplemental Term Loan Commitment, by (ii) the Total
         Additional Supplemental Term Loan Commitment, provided that if the
         Total Additional Supplemental Term Loan Commitment has been reduced to
         zero, the numerator shall be the aggregate unpaid principal amount of
         such Lender's portion of the Additional Supplemental Term Loan and the
         denominator shall be the aggregate unpaid principal amount of the
         Additional Supplemental Term Loan,

                           (e) with respect to any indemnification obligations
         under Section 10.05 arising from or related to the Collateral, the
         percentage obtained by dividing (i) the sum of such Lender's Revolving
         Credit Commitment and the unpaid principal amount of such Lender's
         portion of the Term Loan, the Supplemental Term Loan and the Additional
         Supplemental Term Loan, by (ii) the sum of the Total Revolving Credit
         Commitment and the aggregate unpaid principal amount of the Term Loan,
         the Supplemental Term Loan and the Additional Supplemental Term Loan,
         provided, that, if such Lender's Revolving Credit Commitment shall have
         been reduced to zero, such Lender's Revolving Credit


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         Commitment shall be deemed to be the aggregate unpaid principal amount
         of such Lender's Revolving Loans (including Agent Advances) and its
         interest in the Letter of Credit Obligations and if the Total Revolving
         Credit Commitment shall have been reduced to zero, the Total Revolving
         Credit Commitment shall be deemed to be the aggregate unpaid principal
         amount of all Revolving Loans (including Agent Advances) and Letter of
         Credit Obligations, and

                           (f) with respect to all other matters, the percentage
         obtained by dividing (i) the sum of such Lender's Revolving Credit
         Commitment and the unpaid principal amount of such Lender's portion of
         the Term Loan, the Supplemental Term Loan and the Additional
         Supplemental Term Loan, by (ii) the sum of the Total Revolving Credit
         Commitment and the aggregate unpaid principal amount of the Term Loan,
         the Supplemental Term Loan and the Additional Supplemental Term Loan,
         provided, that, if such Lender's Revolving Credit Commitment shall have
         been reduced to zero, such Lender's Revolving Credit Commitment shall
         be deemed to be the aggregate unpaid principal amount of such Lender's
         Revolving Loans (including Agent Advances) and its interest in the
         Letter of Credit Obligations and if the Total Revolving Credit
         Commitment shall have been reduced to zero, the Total Revolving Credit
         Commitment shall be deemed to be the aggregate unpaid principal amount
         of all Revolving Loans (including Agent Advances) and Letter of Credit
         Obligations."

                           " 'Required Lenders' means Lenders whose share of the
         Term Loan, the Supplemental Term Loan and the Additional Supplemental
         Term Loan aggregate at least 51%, which percentage is obtained by
         dividing (i) the aggregate Term Loan Commitment, Supplemental Term Loan
         Commitment and Additional Supplemental Term Loan Commitment of each
         such Lender over (ii) the sum of the Total Term Loan Commitment, the
         Total Supplemental Term Loan Commitment and the Total Additional
         Supplemental Term Loan Commitment; provided that, if any such
         Commitment shall have been reduced to zero, clause (i) with respect to
         such Commitment shall be the aggregate unpaid principal amount of the
         Loans of each such Lender relating to such Commitment and clause (ii)
         with respect to such Commitment shall be the aggregate unpaid principal
         amount of all Loans related to such Commitment."

                           " 'Required Revolving Lenders' means Lenders whose
         Pro Rata Shares (calculated in accordance with clause (a) of the
         definition thereof) of the Total Revolving Credit Commitment aggregate
         at least 51%; provided, that such Lenders are composed of not less than
         two Lenders which have the Revolving Credit Commitments, one of which
         (together with its Affiliates) holds no Term Loan, Supplemental Term
         Loan or Additional Supplemental Term Loan."

                           " 'Term Loan Obligations' means any Obligation with
         respect to the Term Loan, the Supplemental Term Loan and/or the
         Additional Supplemental Term Loan (including, without limitation, the
         principal thereof, the interest thereon, and the fees and expenses
         specifically related thereto)."


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                           " 'Total Commitment' means the sum of the Total
         Revolving Credit Commitment, the Total Term Loan Commitment, the Total
         Supplemental Term Loan Commitment and the Total Additional Supplemental
         Term Loan Commitment."

                           (c) New Definitions. Each of the following
definitions are hereby added to Section 1.01 of the Financing Agreement in the
appropriate alphabetical order:

                           " 'Additional Supplemental Term Loan' means,
         collectively, the loans made by the Additional Supplemental Term Loan
         Lenders to Allied Systems on the Second Amendment Effective Date
         pursuant to Section 2.01(a)(iv)."

                           " 'Additional Supplemental Term Loan Commitment'
         means, with respect to each Lender, the commitment of such Lender to
         make the Additional Supplemental Term Loan to Allied Systems in the
         amount set forth in Schedule 1.01(A) hereto, as the same may be
         terminated or reduced from time to time in accordance with the terms of
         this Agreement."

                           " 'Additional Supplemental Term Loan Fee Letter'
         means the Additional Supplemental Term Loan Fee Letter, dated as of
         April 13, 2005, from the Borrowers to the Collateral Agent."

                           " 'Additional Supplemental Term Loan Lender' means a
         Lender with an Additional Supplemental Term Loan Commitment."

                           " 'Second Amendment Effective Date' means the date on
         which all of the conditions precedent to the effectiveness of the
         Second Amendment to Financing Agreement, dated as of April 13, 2005, by
         and among the Borrowers, the Lenders and the Agents have been fulfilled
         or waived."

                           " 'Supplemental Revolver Fee Letter' means the
         Supplemental Revolver Fee Letter, dated as of April 13, 2005, from the
         Borrowers to the Administrative Agent."

                           " 'Total Additional Supplemental Term Loan
         Commitment' means the sum of the amounts of the Lenders' Additional
         Supplemental Term Loan Commitments."

                           (d) Commitments. Section 2.01 of the Financing
Agreement is hereby amended as follows:

                                    (i) Section 2.01(a) of the Financing
         Agreement is hereby amended by (A) deleting the "and" at the end of
         clause (ii) thereof, (B) deleting the period at the end of clause (iii)
         thereof and inserting in lieu thereof "; and" and (C) adding a new
         clause (iv) immediately thereafter which shall read as follows:

                                    "(iv) each Additional Supplemental Term Loan
                  Lender severally agrees to make the Additional Supplemental
                  Term Loan to Allied Systems on the Second Amendment Effective
                  Date, in an aggregate principal amount not to exceed the
                  amount of such Lender's Additional Supplemental Term Loan
                  Commitment."


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                                    (ii) The last sentence of clause (ii) of
         Section 2.01(b) of the Financing Agreement is hereby amended and
         restated in its entirety to read as follows:

                                    "The aggregate principal amount of (A) the
                  Supplemental Term Loan made on the First Amendment Effective
                  Date shall not exceed the Total Supplemental Term Loan
                  Commitment, and (B) the Additional Supplemental Term Loan made
                  on the Second Amendment Effective Date shall not exceed the
                  Total Additional Supplemental Term Loan Commitment."

                                    (iii) The last sentence of clause (iii) of
         Section 2.01(b) of the Financing Agreement is hereby amended and
         restated in its entirety to read as follows:

                                    "Any principal amount of the Supplemental
                  Term Loan or the Additional Supplemental Term Loan which is
                  repaid or prepaid may not be reborrowed."

                                    (iv) Subclause (x) of Section 2.01(b)(iv) of
         the Financing Agreement is hereby amended and restated in its entirety
         to read as follows:

                                    "(x) three and one quarter (3.25) (or, for
the two-month period commencing April 1, 2005 and ending May 31, 2005, three and
three quarters (3.75)) multiplied by"

                           (e) Making the Loans. Section 2.02 of the Financing
Agreement is hereby amended as follows:

                                    (i) The second sentence of Section 2.02(a)
         of the Financing Agreement is hereby amended and restated in its
         entirety to read as follows:

                  "Such Notice of Borrowing shall be irrevocable and shall
                  specify (A) the principal amount of the proposed Loan (which,
                  in the case of a LIBOR Rate Loan, must be in a minimum amount
                  of $1,000,000 and in integral multiples of $500,000 in excess
                  thereof), (B) in the case of a Revolving Loan, whether such
                  Loan is requested to be a Reference Rate Loan or a LIBOR Rate
                  Loan and, in the case of a LIBOR Rate Loan, the initial
                  Interest Period with respect thereto, (C) in the case of Loans
                  requested on the Effective Date, the First Amendment Effective
                  Date or the Second Amendment Effective Date, whether such Loan
                  requested is to be a Revolving Loan, the Term Loan, the
                  Supplemental Term Loan or the Additional Supplemental Term
                  Loan, (D) the use of the proceeds of such proposed Loan and
                  (E) the proposed borrowing date, which must be a Business Day,
                  and, (x) with respect to the Term Loan, must be the Effective
                  Date, (y) with respect to the Supplemental Term Loan, must be
                  the First Amendment Effective Date and (z) with respect to the
                  Additional Supplemental Term Loan, must be the Second
                  Amendment Effective Date."

                                    (ii) Section 2.02(c)(i) of the Financing
         Agreement is hereby amended and restated in its entirety to read as
         follows:


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                           "(c)(i) Except as otherwise provided in this
                  subsection 2.02(c), all Loans under this Agreement shall be
                  made by the Lenders simultaneously and proportionately to
                  their Pro Rata Shares of the Total Revolving Credit
                  Commitment, the Total Term Loan Commitment, the Total
                  Supplemental Term Loan Commitment and the Total Additional
                  Supplemental Term Loan Commitment, as the case may be, it
                  being understood that no Lender shall be responsible for any
                  default by any other Lender in that other Lender's obligations
                  to make a Loan requested hereunder, nor shall the Commitment
                  of any Lender be increased or decreased as a result of the
                  default by any other Lender in that other Lender's obligation
                  to make a Loan requested hereunder, and each Lender shall be
                  obligated to make the Loans required to be made by it by the
                  terms of this Agreement regardless of the failure by any other
                  Lender."

                           (f) Repayment of Loans. Clause (ii) of Section
2.03(b) of the Financing Agreement is hereby amended and restated in its
entirety to read as follows:

                            "(ii) The outstanding principal of the Supplemental
          Term Loan and the Additional Supplemental Term Loan shall be due and
          payable on the Final Maturity Date."

                           (g) Interest. Clause (c) of Section 2.04 of the
Financing Agreement is hereby amended and restated in its entirety to read as
follows:

                           "(c) The Supplemental Term Loan and the Additional
         Supplemental Term Loan shall each bear interest on the principal amount
         thereof from time to time outstanding from the date of the Supplemental
         Term Loan and the date of the Additional Supplemental Term Loan, as
         applicable, until such principal amount becomes due, at a rate per
         annum equal to the greater of (x) the Reference Rate plus 8.50% and (y)
         13.25%, provided that if Consolidated EBITDA of the Parent and its
         Subsidiaries for the Fiscal Year ending December 31, 2005, exceeds $70
         million (to be calculated based upon the annual audited financial
         statements of the Parent to be delivered in accordance with Section
         7.01(a)(ii)), the Supplemental Term Loan and the Additional
         Supplemental Term Loan shall each bear interest on the principal amount
         thereof from time to time outstanding from the date that the Parent
         delivers its annual audited financial statements pursuant to Section
         7.01(a)(ii), together with delivery of its Form 10-K filed with the
         SEC, until such principal amount becomes due, at a rate per annum equal
         to the Applicable Interest Rate."

                           (h) Reduction of Commitments. Section 2.05(a) of the
Financing Agreement is hereby amended by inserting a new clause (iv) at the end
thereof which shall read as follows:

                           "(iv) Additional Supplemental Term Loan. The Total
         Additional Supplemental Term Loan Commitment shall terminate at 5:00
         p.m. (New York City time) on the Second Amendment Effective Date."


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                           (i) Optional Prepayment. Section 2.05(b)(ii) of the
Financing Agreement is hereby amended and restated in its entirety to read as
follows:

                           "(ii) Term Loan, Supplemental Term Loan and
         Additional Supplemental Term Loan. Subject to Section 2.06(b), and
         after the first anniversary of the Effective Date, Allied Systems may,
         upon at least five (5) Business Days' prior written notice to the
         Agents, prepay without penalty or premium the principal of the Term
         Loan, the Supplemental Term Loan or the Additional Supplemental Term
         Loan, or all such Loans, in whole or in part, if, immediately after
         giving effect to such prepayment, Availability is greater than
         $15,000,000; provided, that, the principal amount of the Supplemental
         Term Loan and the Additional Supplemental Term Loan may not be prepaid
         until after the aggregate principal amount of the Term Loan is paid in
         full. Each prepayment of the Term Loan, the Supplemental Term Loan or
         the Additional Supplemental Term Loan made pursuant to this clause
         (b)(ii) shall be accompanied by the payment of accrued interest to the
         date of such payment on the amount prepaid. Each prepayment of the Term
         Loan shall be applied against the remaining installments of principal
         due on the Term Loan in the inverse order of maturity."

                           (j) Mandatory Prepayment. Section 2.05(c)(ii) of the
Financing Agreement is hereby amended and restated in its entirety to read as
follows:

                           "(ii) Allied Systems will immediately prepay the
         outstanding principal amount of the Term Loan, the Supplemental Term
         Loan and the Additional Supplemental Term Loan in the event that the
         Total Revolving Credit Commitment is terminated for any reason."

                           (k) Application of Payments. Section 2.05(d) of the
Financing Agreement is hereby amended and restated in its entirety to read as
follows:

                           "(d) Application of Payments. In the absence of an
Event of Default, the prepayment proceeds shall be applied as follows:

                  (i) if the proceeds are from any Disposition of any Account
         Receivable, Inventory or Rolling Stock or any insurance policy or
         condemnation award with respect to Inventory or Rolling Stock, such
         proceeds shall be applied to the Revolving Loans until paid in full;

                  (ii) [intentionally omitted];

                  (iii) if the proceeds are from any Disposition of any
         Facility, any other assets of the Loan Parties not described in clause
         (i) above or any life insurance policy issued for the benefit of Parent
         or any of its Subsidiaries, such proceeds shall be applied, first, to
         the Term Loan until paid in full, second, ratably to the Supplemental
         Term Loan and the Additional Supplemental Term Loan, until paid in
         full, third, to the Revolving Loans until paid in full (and if the
         payment is from the proceeds of a Disposition of a Facility, the Total
         Revolving Credit Commitment shall be reduced by an amount equal to such
         amount of proceeds applied to the Revolving Loans hereunder) and
         fourth, to all other Obligations (including, without limitation, the
         Prepayment Premium) until paid in full;


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                  (iv) if the proceeds are from a Disposition of all or
         substantially all of the assets or Capital Stock of any Person
         (including the proceeds as a result of a Disposition of the Capital
         Stock or assets of any Axis Entity) or any insurance which Disposition
         or proceeds of insurance includes both (x) Accounts Receivable,
         Inventory or Rolling Stock and (y) other assets, such proceeds shall be
         applied as follows: (1) an amount equal to the Net Book Value, or if
         greater, an amount equal to the amount of Revolving Loans supported by
         such assets determined using the effective advance rate under the
         Borrowing Base against such Accounts Receivable, Inventory and Rolling
         Stock (determined at the time of such Disposition or event resulting in
         such insurance proceeds) shall be applied to the Revolving Loans until
         paid in full and (2) the remaining proceeds shall be applied first, to
         the Term Loan until paid in full, second, ratably to the Supplemental
         Term Loan and the Additional Supplemental Term Loan, until paid in
         full, third, to the Revolving Loans until paid in full and fourth, to
         all other Obligations (including, without limitation, the Prepayment
         Premium) until paid in full;

                  (v) if the proceeds are from Excess Cash Flow pursuant to
         paragraph (c)(iv) above, such proceeds shall be applied, first, to the
         Term Loan until paid in full, second, ratably to the Supplemental Term
         Loan and the Additional Supplemental Term Loan, until paid in full,
         third, to the Revolving Loans until paid in full and fourth, to all
         other Obligations (including, without limitation, the Prepayment
         Premium) until paid in full;

                  (vi) if the proceeds are from any event set forth in Section
         2.05(c)(vi), (c)(vii) (other than proceeds from the Ryder Litigation)
         or (c)(viii), such proceeds shall be applied first, to the Term Loan
         until paid in full, second, ratably to the Supplemental Term Loan and
         the Additional Supplemental Term Loan, until paid in full, third, to
         the Revolving Loans until paid in full and fourth, to all other
         Obligations (including, without limitation, the Prepayment Premium)
         until paid in full; and

                  (vii) if the proceeds are from the Ryder Litigation, such
         proceeds shall be applied as follows: the first $3,000,000 in the
         aggregate from the Effective Date to the Revolving Loans until paid in
         full and then to the Term Loan until paid in full and then the
         remainder ratably to the Supplemental Term Loan and the Additional
         Supplemental Term Loan, until paid in full;

                  Each such prepayment of the Term Loan shall be applied against
the remaining installments of principal of the Term Loan in the inverse order of
maturity."

                           (l) Early Termination by the Borrowers. The first
sentence of Section 2.06(b) is hereby amended and restated in its entirety to
read as follows:

                           "If the Total Revolving Credit Commitment is
                           terminated and all Obligations are paid in full (the
                           first date on which the Total Revolving Credit
                           Commitment is terminated and all Obligations are paid
                           in full is hereafter referred to as the "Facility
                           Termination Date") prior to the third anniversary of
                           the Effective Date, Allied Systems shall pay to the
                           Administrative Agent for the account of the Lenders
                           an amount equal to: (i) $3,800,000, if the Facility
                           Termination Date occurs at any time from

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                           the Effective Date until and including the first
                           anniversary of the Effective Date and (ii)
                           $1,900,000, if the Facility Termination Date occurs
                           at any time after the first anniversary of the
                           Effective Date until and including the third
                           anniversary of the Effective Date (such amount
                           referred to herein as the "Prepayment Premium")."

                           (m) Apportionment of Payments. Section 4.04 of the
Financing Agreement is hereby amended as follows:

                  (i) Clauses (x), (xi) and (xii) of Section 4.04(b) of the
         Financing Agreement are hereby amended and restated in their entirety
         to read as follows:

                           "; (x) tenth, ratably to pay the Term Loan
                           Obligations in respect of any fees, expense
                           reimbursements and indemnities then due to the
                           Supplemental Term Loan Lenders and the Additional
                           Supplemental Term Loan Lenders until paid in full;
                           (xi) eleventh, ratably to pay interest due in respect
                           of the Supplemental Term Loan and the Additional
                           Supplemental Term Loan until paid in full; (xii)
                           twelfth, ratably to pay principal of the Supplemental
                           Term Loan and the Additional Supplemental Term Loan
                           then due and payable until paid in full; and"

                  (ii) Section 4.04(e) of the Financing Agreement is hereby
         amended and restated in its entirety to read as follows:

                           "(e) Notwithstanding anything contained in this
                           Agreement, including, without limitation, Section
                           2.05(d) and Section 4.04(b), after the occurrence and
                           during the continuance of an Event of Default, the
                           proceeds from the Disposition of a Facility shall be
                           applied to the Obligations in the following order of
                           priority: (A) first, ratably to pay principal of the
                           Term Loan then due and payable until paid in full;
                           (B) second, ratably to pay interest due in respect of
                           the Term Loan until paid in full; (C) third, ratably
                           to pay the Term Loan Obligations in respect of any
                           fees, expense reimbursements and indemnities then due
                           to the Term Loan Lenders until paid in full; (D)
                           fourth, ratably to pay principal of the Supplemental
                           Term Loan and the Additional Supplemental Term Loan
                           then due and payable until paid in full; (E) fifth,
                           ratably to pay interest due in respect of the
                           Supplemental Term Loan and the Additional
                           Supplemental Term Loan until paid in full; (F) sixth,
                           ratably to pay the Term Loan Obligations in respect
                           of any fees, expense reimbursements and indemnities
                           then due to the Supplemental Term Loan Lenders and
                           the Additional Supplemental Term Loan Lenders until
                           paid in full; (G) seventh, ratably to pay the
                           Obligations in respect of any fees (including any
                           fees or charges assessed by the L/C Issuer), expense
                           reimbursements, indemnities and other amounts then
                           due to the Agents or the L/C Issuer until paid in
                           full; (H) eighth, ratably to pay the Revolving Loan
                           Obligations in respect of any fees (including Letter
                           of Credit Fees), expense reimbursements and
                           indemnities then due to the Revolving Loan


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                           Lenders until paid in full; (I) ninth, ratably to pay
                           interest due in respect of the Agent Advances until
                           paid in full; (J) tenth, ratably to pay principal of
                           the Agent Advances until paid in full; (K) eleventh,
                           ratably to pay interest due in respect of the
                           Revolving Loans and Reimbursement Obligations until
                           paid in full; (L) twelfth, ratably to pay principal
                           of the Revolving Loans and Letter of Credit
                           Obligations (or, to the extent such Obligations are
                           contingent, to provide cash collateral in an amount
                           up to 110% of such Obligations) then due and payable
                           until paid in full; and (M) thirteenth, to the
                           ratable payment of all other Obligations then due and
                           payable (including, without limitation, the
                           Prepayment Premium)."

                           (n) Use of Proceeds. Section 6.01(t) of the Financing
Agreement is hereby amended and restated in its entirety to read as follows:

                           "(t) Use of Proceeds. The proceeds of the Loans shall
         be used to (a) (i) in the case of Loans made on the Effective Date,
         restructure existing indebtedness of the Borrowers, including the
         Existing Term D Loan under the Existing Financing Agreement, and (ii)
         in the case of the Supplemental Term Loan and the Additional
         Supplemental Term Loan, prepay certain Revolving Loans outstanding on
         the First Amendment Effective Date and the Second Amendment Effective
         Date, as applicable, (b) pay fees and expenses in connection with the
         transactions contemplated hereby, and (c) fund working capital of the
         Loan Parties. The Letters of Credit will be used to support the
         Canadian Facility, certain cash management arrangements of the Loan
         Parties and other general working capital purposes."

                           (o) Reporting Requirements. Clause (ii) of Section
7.01(a) of the Financing Agreement is hereby amended by adding immediately after
the reference to "90 days" the parenthetical phrase "(or, for the Fiscal Year
2004, 105 days)".

                           (p) Consolidated EBITDA. Clause (b) of Section 7.03
of the Financing Agreement is hereby amended and restated in its entirety to
read as follows:

                  "(b) Permit Consolidated EBITDA of the Parent and its
         Subsidiaries for the twelve (12) consecutive months ending on the last
         day of each month to be less than $50,000,000; provided, however, that
         for the twelve (12) consecutive months ending on the last day of each
         month from and including December 31, 2004 through April 30, 2005,
         Consolidated EBITDA of the Parent and its Subsidiaries shall not be
         less than $46,000,000."

                           (q) Schedules. Schedule 1.01(A) to the Financing
Agreement is hereby amended in its entirety to read as set forth on Annex A
attached hereto.

                  3. Conditions Precedent. This Amendment shall become effective
only upon satisfaction in full of the following conditions precedent (the first
date upon which all such conditions have been satisfied being herein called the
"Second Amendment Effective Date"):

                           (a) Representations and Warranties; No Event of
Default. The representations and warranties contained herein, in Article VI of
the Financing Agreement and in each other Loan Document are true and correct on
and as of the Second Amendment Effective


                                      -11-
<PAGE>

Date as though made on and as of such date, except to the extent that any such
representation or warranty expressly relates solely to an earlier date (in which
case such representation or warranty shall be true and correct on and as of such
earlier date); and no Default or Event of Default shall have occurred and be
continuing on the Second Amendment Effective Date either immediately before or
after giving effect to this Amendment in accordance with its terms.

                           (b) Delivery of Documents. The Collateral Agent shall
have received on or before the Second Amendment Effective Date, the following,
each in form and substance reasonably satisfactory to the Collateral Agent and,
unless otherwise indicated, dated as of the Second Amendment Effective Date:

                                    (i) counterparts of this Amendment, duly
         executed by each of the Loan Parties, the Agents and the Lenders;

                                    (ii) the Additional Supplemental Term Loan
         Fee Letter, duly executed by the Borrowers;

                                    (iii) a copy of the resolutions of each Loan
         Party, certified as of the Second Amendment Effective Date by an
         Authorized Officer thereof, authorizing the execution and delivery of
         this Amendment and the other documents to be executed and delivered by
         such Person in connection herewith and authorizing the transactions
         contemplated hereby and certified by the Secretary of each Loan Party;

                                    (iv) a certificate of an Authorized Officer
         of each Loan Party, certifying the names and true signatures of the
         representatives of such Loan Party authorized to sign this Amendment
         and the other documents to be executed and delivered by such Person in
         connection herewith, together with evidence of the incumbency of such
         Authorized Officers;

                                    (v) a certificate of the chief financial
         officer of the Parent, certifying that after giving effect to the
         transactions contemplated by this Amendment and before and after giving
         effect to the Additional Supplemental Term Loan and this Amendment,
         each of the Borrowers individually is, and the Loan Parties on a
         consolidated basis are, Solvent;

                                    (vi) a certificate of an Authorized Officer
         of each Borrower, certifying as to the matters set forth in clause (a)
         of this Section 3;

                                    (vii) an opinion of counsel for the Loan
         Parties, as to such matters as the Collateral Agent may reasonably
         request;

                                    (viii) a certificate of the appropriate
         official(s) of the state or, federal government or provincial authority
         of Canada, as the case may be, of organization certifying as to the
         subsistence in good standing of such Designated Loan Party in such
         states, provinces or other applicable jurisdiction;

                                    (ix) a certificate of an Authorized Officer
         of each Loan Party certifying that the charter and by-laws, limited
         liability company agreement, operating


                                      -12-
<PAGE>

         agreement, agreement of limited partnership or other organizational
         documents delivered to the Collateral Agent pursuant to the Existing
         Financing Agreement remain in full force and effect and have not been
         amended or modified since the Effective Date, in the case of the
         Borrowers, and December 31, 2003, in the case of the other Loan
         Parties;

                                    (x) a modification (each a "Modification")
         to each Mortgage necessary or desirable in order to maintain perfection
         and priority of the Lien granted by such Mortgage, referencing, as
         necessary, this Amendment, duly executed by the applicable Loan Party,
         with respect to each Facility subject to such Mortgage; and

                                    (xi) such other agreements, instruments,
         approvals, opinions and other documents as the Collateral Agent may
         reasonably request.

                           (c) Proceedings. All proceedings in connection with
the transactions contemplated by this Amendment, and all documents incidental
hereto, shall be reasonably satisfactory to the Collateral Agent and its
counsel.

                           (d) Fees, Etc. The Borrowers shall have paid all fees
(including without limitation, the fees pursuant to the Additional Supplemental
Term Loan Fee Letter and the Supplemental Revolver Fee Letter), costs, expenses
and taxes then payable by the Borrowers pursuant to the Financing Agreement and
the other Loan Documents, including, without limitation, Section 2.06 and 12.04
of the Financing Agreement.

                  4. Further Agreement. The Borrowers further agree to deliver
to the Collateral Agent, within forty-five (45) days after the Second Amendment
Effective Date, (i) a valid and effective title insurance policy issued by a
company and agent acceptable to the Collateral Agent (A) insuring the priority,
amount and sufficiency of the Mortgages, as amended by the Modifications, (B)
insuring against matters that would be disclosed by surveys and (C) containing
any legally available endorsements, assurances or affirmative coverage
reasonably requested by the Collateral Agent for protection of its interests and
(ii) evidence of delivery of each Modification in such office or offices as may
be necessary or, in the opinion of the Collateral Agent, desirable to perfect
the Lien purported to be created thereby or to otherwise protect the rights of
the Collateral Agent and the Lenders thereunder.

                  5. Representations and Warranties. Each Loan Party represents
and warrants to the Agents, the Lenders and the L/C Issuer as follows:

                           (a) Organization, Good Standing, Etc. Each Loan Party
(i) is a corporation, limited liability company or limited partnership duly
organized, validly existing and in good standing under the laws of the state,
province or other applicable jurisdiction of its organization, (ii) has all
requisite power and authority to conduct its business as now conducted and as
presently contemplated, to execute and deliver this Amendment and each Loan
Document to which it is a party, and to consummate the transactions contemplated
thereby and, in the case of the Borrowers, to make the borrowings under the
Financing Agreement, and (iii) is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such


                                      -13-
<PAGE>

qualification necessary and where the failure to be so qualified would
reasonably be expected to have a Material Adverse Effect.

                           (b) Authorization, Etc. The execution, delivery and
performance by each Loan Party of this Amendment and the performance by each
Loan Party of the Financing Agreement, as amended hereby, (i) have been duly
authorized by all necessary action, (ii) do not and will not contravene its
charter or by-laws, its limited liability company or operating agreement or its
certificate of partnership or partnership agreement, as applicable, or any
applicable law or any contractual restriction binding on or otherwise affecting
it or any of its properties, (iii) do not and will not result in or require the
creation of any Lien (other than pursuant to any Loan Document) upon or with
respect to any of its properties, and (iv) do not and will not result in any
default, noncompliance, suspension, revocation, impairment, forfeiture or
nonrenewal of any permit, license, authorization or approval applicable to its
operations or any of its properties, which, in the case of this clause (iv), is
reasonably expected to have a Material Adverse Effect.

                           (c) Governmental Approvals. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority is required as a condition to the (i) due execution, delivery and
performance by any Loan Party of this Amendment or (ii) performance by each Loan
Party of the Financing Agreement, as amended hereby.

                           (d) Enforceability of Loan Documents. Each of this
Amendment and the Financing Agreement, as amended hereby, and the other Loan
Document to which any Loan Party is or will be a party, when delivered
hereunder, will be, a legal, valid and binding obligation of such Person,
enforceable against such Person in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws and principles of equity.

                           (e) Representations and Warranties; No Default. The
representations and warranties contained herein, in Article VI of the Financing
Agreement and in each other Loan Document are true and correct on and as of the
Second Amendment Effective Date as though made on and as of such date, except to
the extent that any such representation or warranty expressly relates solely to
an earlier date (in which case such representation or warranty shall be true and
correct on and as of such earlier date); and no Default or Event of Default
shall have occurred and be continuing on the Second Amendment Effective Date
either immediately before or after giving effect to this Amendment in accordance
with its terms.

                  6. Continued Effectiveness of the Financing Agreement.

                           (a) Ratifications. Except as otherwise expressly
provided herein, (i) the Financing Agreement and the other Loan Documents are,
and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects, except that on and after the Second Amendment
Effective Date (A) all references in the Financing Agreement to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import referring to
the Financing Agreement shall mean the Financing Agreement as amended by this
Amendment and (B) all references in the other Loan Documents to the "Financing
Agreement", "thereto", "thereof", "thereunder" or words of like import referring
to the Financing Agreement shall mean the


                                      -14-
<PAGE>

Financing Agreement as amended by this Amendment, (ii) to the extent that the
Financing Agreement or any other Loan Document purports to pledge to the
Collateral Agent, or to grant to the Collateral Agent, a security interest in or
lien on, any collateral as security for the Obligations or Guaranteed
Obligations, such pledge or grant of a security interest or lien is hereby
ratified and confirmed in all respects, and (iii) the execution, delivery and
effectiveness of this Amendment shall not operate as an amendment of any right,
power or remedy of the Agents or the Lenders under the Financing Agreement or
any other Loan Document, nor constitute an amendment of any provision of the
Financing Agreement or any other Loan Document.

                           (b) No Waivers. This Amendment is not a waiver of, or
consent to, any Default or Event of Default now existing or hereafter arising
under the Financing Agreement or any other Loan Document and the Agents and the
Lenders expressly reserve all of their rights and remedies under the Financing
Agreement and the other Loan Documents, under applicable law or otherwise.

                           (c) Amendment as Loan Document. Each Loan Party
confirms and agrees that this Amendment shall constitute a Loan Document under
the Financing Agreement. Accordingly, it shall be an Event of Default under the
Financing Agreement if any representation or warranty made or deemed made by any
Loan Party under or in connection with this Amendment shall have been incorrect
in any material respect when made or deemed made or if any Loan Party fails to
perform or comply with any covenant or agreement contained herein.

                  7. Release. Each Loan Party hereby acknowledges and agrees
that: (a) neither it nor any of its Affiliates has any claim or cause of action
against any Agent, any Lender or the L/C Issuer (or any of their respective
Affiliates, officers, directors, employees, attorneys, consultants or agents)
and (b) each Agent, each Lender and the L/C Issuer has heretofore properly
performed and satisfied in a timely manner all of its obligations to the Loan
Parties and their Affiliates under the Financing Agreement and the other Loan
Documents. Notwithstanding the foregoing, the Agents, the Lenders and the L/C
Issuer wish (and the Loan Parties agree) to eliminate any possibility that any
past conditions, acts, omissions, events or circumstances would impair or
otherwise adversely affect any of the Agents', the Lenders' and the L/C Issuer's
rights, interests, security and/or remedies under the Financing Agreement and
the other Loan Documents. Accordingly, for and in consideration of the
agreements contained in this Amendment and other good and valuable
consideration, each Loan Party (for itself and its Affiliates and the
successors, assigns, heirs and representatives of each of the foregoing)
(collectively, the "Releasors") does hereby fully, finally, unconditionally and
irrevocably release and forever discharge each Agent, each Lender and the L/C
Issuer and each of their respective Affiliates, officers, directors, employees,
attorneys, consultants and agents (collectively, the "Released Parties") from
any and all debts, claims, obligations, damages, costs, attorneys' fees, suits,
demands, liabilities, actions, proceedings and causes of action, in each case,
whether known or unknown, contingent or fixed, direct or indirect, and of
whatever nature or description, and whether in law or in equity, under contract,
tort, statute or otherwise, which any Releasor has heretofore had or now or
hereafter can, shall or may have against any Released Party by reason of any
act, omission or thing whatsoever done or omitted to be done on or prior to the
Second Amendment Effective Date arising out of, connected with or related in any
way to this Amendment, the Financing Agreement or any other Loan Document, or
any act, event or transaction related or attendant thereto, or the agreements of
any Agent, any Lender or the L/C


                                      -15-
<PAGE>

Issuer contained therein, or the possession, use, operation or control of any of
the assets of any Loan Party, or the making of any Loans or other advances, or
the management of such Loans or advances or the Collateral.

                  8. New Lender. Upon the effectiveness of this Amendment, Upper
Columbia Capital Company, LLC will be a "Lender" under the Financing Agreement
and the other Loan Documents, agrees to be bound by the terms and conditions of
the Financing Agreement and the other Loan Documents and will have all of the
rights and obligations of a Lender under the Financing Agreement and the other
Loan Documents.

                  9. Miscellaneous.

                           (a) Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment by facsimile or electronic mail shall be
equally effective as delivery of an original executed counterpart of this
Amendment.

                           (b) Headings. Section and paragraph headings herein
are included for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.

                           (c) Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.

                           (d) Expenses. Allied Systems will pay on demand all
reasonable fees, costs and expenses of the Agents in connection with the
preparation, execution and delivery of this Amendment and all documents
incidental hereto, including, without limitation, the reasonable fees,
disbursements and other charges of counsel to the Agents.

      [remainder of page intentionally left blank; signature pages follow]


                                      -16-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                                               BORROWERS:

                                               ALLIED HOLDINGS, INC.

                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:

                                               ALLIED SYSTEMS, LTD. (L.P.)

                                               By: Allied Automotive Group, Inc

                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




                                               GUARANTORS:

                                               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
                                               CT SERVICES, INC.
                                               F.J. BOUTELL DRIVEAWAY LLC
                                               GACS INCORPORATED
                                               KAR-TAINER INTERNATIONAL, LLC
                                               QAT, INC.
                                               RMX LLC
                                               TERMINAL SERVICE LLC
                                               TRANSPORT SUPPORT, LLC

                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:

                    SECOND AMENDMENT TO FINANCING AGREEMENT


<PAGE>


                                               COLLATERAL AGENT AND LENDER:

                                               ABLECO FINANCE LLC

                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:







                    SECOND AMENDMENT TO FINANCING AGREEMENT


<PAGE>


                                           ADMINISTRATIVE AGENT AND LENDER:

                                           WELLS FARGO FOOTHILL, INC., formerly
                                           known as Foothill Capital Corporation

                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:






                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>


                                    LENDERS:

                                    A3 FUNDING LP

                                    By: A3 Fund Management LLC,
                                        its General Partner

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:

                                    STYX INTERNATIONAL, LTD.

                                    By: Partridge Hill Overseas Management, LLC,
                                        as Investment Manager

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    THE LONG HORIZONS OVERSEAS FUND, LTD.

                                    By: Old Stand Management, L.L.C.,
                                        as Investment Manager

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:






                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>


                                    A4 FUNDING LP

                                    By: A4 Fund Management Inc.,
                                        its General Partner

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:






                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>


                                    ADAMS STREET CBO 1998-1, LTD.

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:



                                    1888 FUND, LTD.

                                    By: Guggenheim Investment Management,
                                        LLC as Collateral Manager

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    FORTWIRTH CDO LTD.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    MAGMA CDO LTD.

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:



                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    STELLAR FUNDING, LTD.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:



                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>



                                    UPPER COLUMBIA CAPITAL COMPANY, LLC


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:




                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>


                                     FORTRESS CREDIT
                                     OPPORTUNITIES I LP

                                     By: Fortress Credit Opportunities I GP LLC,
                                     its general partner

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    DB SPECIAL OPPORTUNITIES LLC

                                    By: Drawbridge Special Opportunities
                                        Advisors LLC, its Authorized Signatory

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    FORTRESS CREDIT
                                    OPPORTUNITIES II LP

                                    By: Fortress Credit Opportunities II GP LLC,
                                    its general partner


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:





                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>



                                    CONGRESS FINANCIAL CORPORATION
                                    (CENTRAL)


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:






                    SECOND AMENDMENT TO FINANCING AGREEMENT


<PAGE>


                                      STANDARD FEDERAL BANK NATIONAL ASSOCIATION

                                    By: LaSalle Business Credit, LLC, a Delaware
                                        Limited liability company, successor by
                                        merger to LaSalle Business Credit, Inc.,
                                        a Delaware corporation, as Agent

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:





                    SECOND AMENDMENT TO FINANCING AGREEMENT


<PAGE>


                                    TEXTRON FINANCIAL CORPORATION


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:





                    SECOND AMENDMENT TO FINANCING AGREEMENT
<PAGE>



                                    HCM/Z SPECIAL OPPORTUNITIES LLC,
                                    formerly known as HZ Special Opportunities
                                    LLC

                                    By: Highbridge Capital Management, LLC

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:





                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    BERNARD GLOBAL LOAN INVESTORS, LTD.,
                                    formerly known as Bernard Leveraged
                                    Loan Investors, Ltd.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:



                                    BERNARD NATIONAL LOAN INVESTORS, LTD.


                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:





                    SECOND AMENDMENT TO FINANCING AGREEMENT


<PAGE>


                                     ANNEX A


                                SCHEDULE 1.01(A)

                       LENDERS AND LENDERS' COMMITMENTS*

<Table>
<Caption>

                                                          % of Total
                                           Revolving       Revolving                       % of Total     Supplemental
                                             Credit         Credit        Outstanding     Outstanding      Term Loan
Name and Address                           Commitment     Commitment       Term Loan       Term Loan       Commitment
----------------                           ----------     ----------      -----------     -----------     ------------
<S>                                        <C>            <C>            <C>              <C>            <C>
Ableco Finance LLC                           - 0 -           - 0 -       $14,674,541.15      19.80%      $12,002,000.00
299 Park Avenue, 23rd Floor
New York, New York 10171

-----------------------------------------------------------------------------------------------------------------------
A3 Funding LP                                - 0 -           - 0 -           - 0 -           - 0 -           - 0 -
299 Park Avenue, 23rd Floor
New York, New York 10171

-----------------------------------------------------------------------------------------------------------------------
A4 Funding LP                                - 0 -           - 0 -       $ 5,958,753.09       8.04%          - 0 -
-----------------------------------------------------------------------------------------------------------------------
299 Park Avenue, 23rd Floor
New York, New York 10171

-----------------------------------------------------------------------------------------------------------------------
Styx International, Ltd.                     - 0 -           - 0 -       $17,692,818.40      23.88%          - 0 -
299 Park Avenue, 23rd Floor
New York, New York 10171

-----------------------------------------------------------------------------------------------------------------------
The Long Horizons Overseas Fund, Ltd.        - 0 -           - 0 -       $ 6,142,193.87       8.29%          - 0 -
299 Park Avenue, 23rd Floor
New York, New York 10171
-----------------------------------------------------------------------------------------------------------------------
Adams Street CBO 1998-1, Ltd.                - 0 -           - 0 -       $ 3,705,074.70       5.00%          - 0 -
135 West 57th Street, 9th Floor
New York, New York 10022

-----------------------------------------------------------------------------------------------------------------------
1888 Fund, Ltd.                              - 0 -           - 0 -       $ 2,208,224.52       2.98%          - 0 -
135 West 57th Street, 9th Floor
New York, New York 10022

-----------------------------------------------------------------------------------------------------------------------
<Caption>

                                                                                % of
                                               % of          Additional       Additional
                                           Supplemental     Supplemental     Supplemental
                                             Term Loan        Term Loan        Term Loan      % of Total
Name and Address                            Commitment       Commitment       Commitment      Commitment
----------------                           ------------     ------------     ------------     ----------
<S>                                        <C>              <C>              <C>              <C>
Ableco Finance LLC                            60.01%            - 0 -            - 0 -          12.76%
299 Park Avenue, 23rd Floor
New York, New York 10171

---------------------------------------------------------------------------------------------------------
A3 Funding LP                                  - 0 -        $15,002,500         60.01%           7.17%
299 Park Avenue, 23rd Floor
New York, New York 10171

---------------------------------------------------------------------------------------------------------
A4 Funding LP                                  - 0 -            - 0 -            - 0 -           2.85%
---------------------------------------------------------------------------------------------------------
299 Park Avenue, 23rd Floor
New York, New York 10171

---------------------------------------------------------------------------------------------------------
Styx International, Ltd.                       - 0 -            - 0 -            - 0 -           8.46%
299 Park Avenue, 23rd Floor
New York, New York 10171

---------------------------------------------------------------------------------------------------------
The Long Horizons Overseas Fund, Ltd.          - 0 -            - 0 -            - 0 -           2.94%
299 Park Avenue, 23rd Floor
New York, New York 10171
---------------------------------------------------------------------------------------------------------
Adams Street CBO 1998-1, Ltd.                  - 0 -            - 0 -            - 0 -           1.77%
135 West 57th Street, 9th Floor
New York, New York 10022

---------------------------------------------------------------------------------------------------------
1888 Fund, Ltd.                                - 0 -            - 0 -            - 0 -           1.06%
135 West 57th Street, 9th Floor
New York, New York 10022

---------------------------------------------------------------------------------------------------------
</Table>

---------------

*        The Lenders and Lenders' Commitments listed herein are current as of
         April 13, 2005 and take into account permanent repayments of the Term
         Loan since the Effective Date.


                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>


<Table>
<Caption>

                                                          % of Total
                                           Revolving       Revolving                       % of Total     Supplemental
                                             Credit         Credit        Outstanding     Outstanding      Term Loan
Name and Address                           Commitment     Commitment       Term Loan       Term Loan       Commitment
----------------                           ----------     ----------      -----------     -----------     ------------
<S>                                        <C>            <C>            <C>              <C>            <C>
Fortwirth CDO Ltd.                           - 0 -           - 0 -       $ 3,705,074.70       5.00%          - 0 -
135 West 57th Street, 9th Floor
New York, New York 10022

----------------------------------------------------------------------------------------------------------------------
Magma CDO Ltd.                               - 0 -           - 0 -       $ 1,482,029.88       2.00%          - 0 -
135 West 57th Street, 9th Floor
New York, New York 10022

----------------------------------------------------------------------------------------------------------------------
Stellar Funding, Ltd.                        - 0 -           - 0 -           - 0 -           - 0 -       $ 2,996,000
135 West 57th Street, 9th Floor
New York, New York 10022
----------------------------------------------------------------------------------------------------------------------
Upper Columbia Capital Company, LLC          - 0 -           - 0 -           - 0 -           - 0 -           - 0 -
----------------------------------------------------------------------------------------------------------------------
135 West 57th Street, 23rd Floor
New York, New York 10022
----------------------------------------------------------------------------------------------------------------------
Fortress Credit Opportunities I LP           - 0 -           - 0 -       $ 4,260,835.90       5.75%      $ 2,000,000
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

Fortress Credit Opportunities II LP          - 0 -           - 0 -       $ 3,149,313.49       4.25%          - 0 -
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

----------------------------------------------------------------------------------------------------------------------
DB Special Opportunities LLC                 - 0 -           - 0 -       $ 3,705,074.70       5.00%      $ 1,000,000
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

----------------------------------------------------------------------------------------------------------------------
Bernard National Loan Investors, Ltd.        - 0 -           - 0 -       $ 2,452,759.45       3.31%      $   662,000
9 West 57th Street
New York, New York  10019

----------------------------------------------------------------------------------------------------------------------
Bernard Global Loan Investors, Ltd.          - 0 -           - 0 -       $ 4,031,121.27       5.44%      $ 1,088,000
ABNAMRO/LaSalle Bank
CDO Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois  60603
----------------------------------------------------------------------------------------------------------------------
<Caption>

                                                                                    % of
                                                   % of          Additional       Additional
                                               Supplemental     Supplemental     Supplemental
                                                 Term Loan        Term Loan        Term Loan      % of Total
Name and Address                                Commitment       Commitment       Commitment      Commitment
----------------                               ------------     ------------     ------------     ----------
<S>                                            <C>             <C>               <C>              <C>
Fortwirth CDO Ltd.                                - 0 -            - 0 -            - 0 -           1.77%
135 West 57th Street, 9th Floor
New York, New York 10022

------------------------------------------------------------------------------------------------------------
Magma CDO Ltd.                                    - 0 -            - 0 -            - 0 -           0.71%
135 West 57th Street, 9th Floor
New York, New York 10022

------------------------------------------------------------------------------------------------------------
Stellar Funding, Ltd.                            14.98%            - 0 -            - 0 -           1.43%
135 West 57th Street, 9th Floor
New York, New York 10022
------------------------------------------------------------------------------------------------------------
Upper Columbia Capital Company, LLC               - 0 -        $ 3,745,000         14.98%           1.79%
------------------------------------------------------------------------------------------------------------
135 West 57th Street, 23rd Floor
New York, New York 10022
------------------------------------------------------------------------------------------------------------
Fortress Credit Opportunities I LP               10.00%        $ 2,500,000         10.00%           4.19%
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

Fortress Credit Opportunities II LP               - 0 -            - 0 -            - 0 -           1.51%
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

------------------------------------------------------------------------------------------------------------
DB Special Opportunities LLC                      5.00%        $ 1,250,000          5.00%           2.85%
1251 Avenue of the Americas, 16th Floor
New York, New York  10020

------------------------------------------------------------------------------------------------------------
Bernard National Loan Investors, Ltd.             3.31%        $   827,500          3.31%           1.88%
9 West 57th Street
New York, New York  10019

------------------------------------------------------------------------------------------------------------
Bernard Global Loan Investors, Ltd.               5.44%        $ 1,360,000          5.44%           3.10%
ABNAMRO/LaSalle Bank
CDO Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois  60603

------------------------------------------------------------------------------------------------------------
</Table>

                    SECOND AMENDMENT TO FINANCING AGREEMENT

<PAGE>

<Table>
<Caption>

                                                          % of Total
                                           Revolving       Revolving                       % of Total     Supplemental
                                             Credit         Credit        Outstanding     Outstanding      Term Loan
Name and Address                           Commitment     Commitment       Term Loan       Term Loan       Commitment
----------------                           ----------     ----------      -----------     -----------     ------------
<S>                                      <C>              <C>            <C>              <C>            <C>
Wells Fargo Foothill, Inc.               $30,000,000.00       33.3333%           - 0 -       - 0 -           - 0 -
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California  90404

----------------------------------------------------------------------------------------------------------------------
Congress Financial Corporation           $24,000,000.00       26.6667%           - 0 -       - 0 -           - 0 -
(Central)
150 South Wacker Drive, Suite 2200
Chicago, Illinois  60606-4401

----------------------------------------------------------------------------------------------------------------------
Textron Financial Corporation            $15,000,000.00       16.6667%           - 0 -       - 0 -           - 0 -
4550 North Point Parkway, Suite 400
Alpharetta, Georgia  30022

----------------------------------------------------------------------------------------------------------------------
Standard Federal Bank National           $18,750,000.00       20.8333%           - 0 -       - 0 -           - 0 -
Association
3060 Peachtree Road, Suite 890
Atlanta, Georgia  30305

----------------------------------------------------------------------------------------------------------------------
HCM/Z Special Opportunities LLC          $ 2,250,000.00        2.5000%   $   933,678.82       1.26%      $   252,000
9 West 57th Street
New York, New York  10019

----------------------------------------------------------------------------------------------------------------------
                                         $90,000,000.00           100%   $74,101,493.94       100%      $ 20,000,000
                                         ==============           ===    ==============       ===       ============
<Caption>

                                                                                    % of
                                                   % of          Additional       Additional
                                               Supplemental     Supplemental     Supplemental
                                                 Term Loan        Term Loan        Term Loan      % of Total
Name and Address                                Commitment       Commitment       Commitment      Commitment
----------------                               ------------     ------------     ------------     ----------
<S>                                            <C>              <C>              <C>              <C>
Wells Fargo Foothill, Inc.                        - 0 -            - 0 -            - 0 -          14.35%
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California  90404

------------------------------------------------------------------------------------------------------------
Congress Financial Corporation                    - 0 -            - 0 -            - 0 -          11.48%
(Central)
150 South Wacker Drive, Suite 2200
Chicago, Illinois  60606-4401

------------------------------------------------------------------------------------------------------------
Textron Financial Corporation                     - 0 -            - 0 -            - 0 -           7.17%
4550 North Point Parkway, Suite 400
Alpharetta, Georgia  30022

------------------------------------------------------------------------------------------------------------
Standard Federal Bank National                    - 0 -            - 0 -            - 0 -           8.97%
Association
3060 Peachtree Road, Suite 890
Atlanta, Georgia  30305

------------------------------------------------------------------------------------------------------------
HCM/Z Special Opportunities LLC                   1.26%        $   315,000          1.26%           1.79%
9 West 57th Street
New York, New York  10019

------------------------------------------------------------------------------------------------------------
                                                   100%        $25,000,000          100%             100%
                                                   ===         ===========          ===              ===
</Table>


                    SECOND AMENDMENT TO FINANCING AGREEMENT