Exhibit 10.24EXHIBIT ASETTLEMENT AGREEMENT     This Settlement Agreement (the “Settlement Agreement”) is entered into by and among (a) AlliedHoldings, Inc. and its affiliates that are debtors and debtors in possession (collectively, the“Debtors”), (b) Yucaipa American Alliance Fund I, LP and Yucaipa American Alliance (Parallel) FundI, LP (collectively, “Yucaipa”), (c) the Official Committee of Unsecured Creditors in theBankruptcy Cases (the “Creditors’ Committee”), (d) Sopris Capital Advisors, LLC, Aspen Advisors LLCand Armory Advisors LLC (collectively, the “Equity Holders”), (e) Andrews & Kurth LLP, (f)Sonnenschein Nath & Rosenthal LLP, (g) Kilpatrick Stockton LLP and (h) Jefferies & Company, Inc.The entities listed in (a) through (d) of this introductory paragraph are collectively referred toherein as the “Parties” and individually as a “Party.”RECITALS     A. WHEREAS, the Debtors filed petitions for relief on July 31,2005, commencingjointly administered cases 05-12515 through 05-12526 and 05-12528 though 05-12537 in theUnited States Bankruptcy Court for the Northern District of Georgia (collectively, the“Bankruptcy Cases”); and     B. WHEREAS, in or about January, 2006, the Equity Holders, together with VirtusCapital LP and Hawk Opportunity Fund, L.P., formed an ad hoc committee of equity holders(the “Ad Hoc Equity Committee’’); and     C. WHEREAS, the Debtors, Yucaipa and The Teamsters National AutomobileTransportation Industry Negotiating Committee filed their First Amended Joint Plan ofReorganization for the Debtors (dated as of April 5,2007) (as may be amended, the “Plan”); and     D. WHEREAS, the bankruptcy court supervising the Bankruptcy Cases (the“Bankruptcy Court”) has scheduled a hearing on confirmation of the Plan commencing May 9,2007; and     E. WHEREAS, the Equity Holders and the Ad Hoc Equity Committee have filed in theBankruptcy Cases complaints, motions and objections to, among other things, pending motionsfor approval of financing, have moved to stay certain orders pending appeal (before dieBankruptcy Court and the District Court for the Northern District of Georgia), have filed noticesof appeal and have served deposition subpoenas and document requests in connection with theiropposition to confirmation of the Plan; and     F. WHEREAS, the Parties anticipate more than 10 depositions and the review of tens ofthousands of documents prior to confirmation, including without limitation depositions ofexperts regarding the Debtors’ reorganization value (the “Valuation”); and     G. WHEREAS, the Equity Holders and the Ad Hoc Equity Committee have vigorouslycontested various matters in the Bankruptcy Cases and their objection to the Valuation andconfirmation of the Plan will lead to substantial additional administrative claims in theBankruptcy Cases; and
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     H. WHEREAS, the Equity Holders disputed the Valuation set forth in the DisclosureStatement relating to the Plan; and     I. WHEREAS, in light of the expenses and uncertainty in litigation, the Parties have agreedthat a settlement on the terms set forth below is in the best interest of the Debtors’ estates.     NOW THEREFORE, IN LIGHT OF THE FOREGOING AND FOR VALUABLE CONSIDERATION, THE RECEIPT ANDSUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE:     1. The recitals set forth above are incorporated by reference and are explicitly madepart of the Settlement Agreement.     2. Promptly after the Bankruptcy Court enters an order approving the SettlementAgreement (the “Approval Order”), the Plan shall be modified to provide for the terms andconditions set forth in this Settlement Agreement, and the effectiveness of the Plan shall beexpressly conditioned on implementation of the Settlement Agreement. This condition toeffectiveness of the Plan may only be waived by the Equity Holders.     3. On the Effective Date of the Plan, Reorganized Allied Holdings (as defined in thePlan) will pay up to $325,000.00 (the “Fee Payment”) in the aggregate of actual and documentedfees of Andrews Kurth LLP, Sonnenschein Nam & Rosenthal LLP, Jefferies & Company, Inc.and Kilpatrick Stockton LLP (collectively, the “Equity Holder Professionals”) for work done onbehalf of any one or more of the Equity Holders in connection with the Bankruptcy Cases. TheDebtors, the Creditors Committee and Yucaipa agree that invoices from any one or more of theEquity Holder Professionals, accompanied by a written representation from a representative ofeach such professional that reasonable time entries (if appropriate) or other detailed supportexists to substantiate such invoices, shall constitute adequate documentation for the purposes ofthis paragraph. The allocation of the Fee Payment to and among the Equity Holder Professionalsshall be made in the sole discretion of the Equity Holders.     4. Within two business days following execution of the Settlement Agreement, theEquity Holders (for themselves and their respective partners, affiliates and subsidiaries) willdismiss and withdraw any complaints, requests for shareholder meetings, motions (other thanmotions for admission *pro hac vice*), appeals, discovery, oppositions or objections that have beenfiled or served by or on behalf of the Equity Holders in or related to the Bankruptcy Cases (withthe exception of the appeal related to the Stay Motion, as defined in paragraph 11, as to whichappellants will take no further action, except as set forth in paragraph 11, pending theBankruptcy Court’s ruling on approval of this Settlement Agreement) (the “Dismissals”). TheSettlement Agreement shall in no way impact discovery to the extent that it has been served byor on behalf of entities that are not parties to this Settlement Agreement (or partners, affiliates orsubsidiaries of such parties).     5. Within one business day following the filing of the Dismissals, Andrews KurthLLP will file with the Bankruptcy Court a notice, in the form of an amended notice under
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Bankruptcy Rule 2019 (the “Rule 2019 Statement”) that states (i) that the Equity Holders haveresigned from the Ad Hoc Equity Committee, (ii) that the Ad Hoc Equity Committee has been dissolvedand (iii) that Andrews Kurth LLP and Jefferies & Company, Inc. no longer represent the Ad HocEquity Committee or any of its members in connection with the Debtors or the Bankruptcy Cases. TheEquity Holders and the Equity Holder Professionals shall not form another ad hoc equity committeeor comparable committee in the Bankruptcy Cases and shall not give any assistance or encouragementto any entity or person who attempts to or does reform or form an ad hoc equity committee orcomparable committee in the Bankruptcy Cases. It is a condition to the Settlement Agreement thatthe Approval Order (i) authorize and direct the Parties and the Equity Holder Professionals to takethe actions (or refrain from action, as applicable) as described in this Settlement Agreement, and(ii) contain such other findings and/or directions as any Party may reasonably request infurtherance of the effective implementation of the terms of theSettlement Agreement.     6. Within two business days following execution of the Settlement Agreement, theDebtors, the Creditors Committee and Yucaipa will dismiss and withdraw any discovery servedon any of the Equity Holders.     7. Following execution of the Settlement Agreement, and except as provided herein:(i) the Equity Holders (and any of their respective partners, affiliates or subsidiaries) and theEquity Holder Professionals shall not appear in or take any action in the Bankruptcy Cases, otherthan in connection with the approval of the Settlement Agreement or in response to a motion oraction specifically directed to or against them (but not equity holders generally), and each ofthem covenant to take no action to impede or preclude the entry of the order confirming the Plan(as modified consistent with the Settlement Agreement), the administration of the BankruptcyCases (including any motions or actions supported by Yucaipa and the Debtors that do notcontravene the terms of the Settlement Agreement) or oppose in any way the implementation andadministration of the Plan (or give any assistance or encouragement to any entity or persontaking any of the actions prohibited by subsection (i) of this paragraph 7); (ii) none of theDebtors, Yucaipa or the Creditors Committee shall make, propose or allow any changes to thePlan which would be inconsistent with the agreement embodied in thisSettlement Agreement. To the extent the Plan is modified or amended, the Equity Holders (and any of their respectivepartners, affiliates and subsidiaries) and the Equity Holder Professionals will continue to abideby the terms and conditions of the Settlement Agreement so long as such modifications oramendments are not inconsistent with the agreement embodied in this Settlement Agreement,and so long as the effectiveness of the Plan, as so modified or amended, remains conditionedupon approval by the Bankruptcy Court of the terms and conditions of this SettlementAgreement; and (iii) the Equity Holders will (a) retain ownership of their equity interests in theDebtors (the “Equity Securities”) through the effective date of the Plan, and (b) vote their EquitySecurities in favor of the slate of directors proposed by the Debtors’ current management in theevent that there is a shareholder meeting before the effective date of the Plan. The EquityHolders (and their respective partners, affiliates and subsidiaries) and the Equity HolderProfessionals will not share any work product, valuations or analyses of any kind relating in anyway to the Debtors or the Bankruptcy Cases with any individuals or entities; provided however,that Andrews Kurth LLP may share such of its work product, valuations or analyses existing asof the date hereof with the members of the Ad Hoc Committee as reflected on the Rule 2019
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Statementfiled by Andrews Kurth LLP on March 23, 2007 to the extent Andrews Kurth LLPreasonably determines is appropriate under (x) existing engagement arrangements between AndrewsKurth LLP and such members who are not Equity Holders, and (y) applicable ethics rules; providedhowever that if such work product, valuations or analyses was created for a specific member of theAd Hoc Committee it may only be shared with such specific member. If any of the Equity Holders (ortheir respective partners, affiliates and subsidiaries) or the Equity Holder Professionals arelegally compelled to produce such work product, valuations or analyses they may do so, providedthat any Equity Holder or Equity Holder Professional so compelled shall provide reasonable notice,under the circumstances, of such legal process to the Debtors, Yucaipa and the Creditors Committeeso as to enable each of them to oppose the production of such work product, valuations or analyses.     8. Upon the effectiveness of the Plan, (i) the Debtors, Yucaipa and the CreditorsCommittee (collectively, and together with their respective current and former agents, officers,directors, advisors, employees, members, shareholders, attorneys and any of their respectiveaffiliates, partners, subsidiaries, successors and assigns, the “Plan Proponent Releasees”) on theone hand, and (ii) the Equity Holders and the Equity Holder Professionals (collectively, andtogether with their respective current and former agents, officers, directors, advisors, employees,members, shareholders, attorneys and any of their respective affiliates, partners, subsidiaries,successors and assigns, the “Equity Holder Releasees”) on the other hand, mutually release eachother from any and all claims, demands, suits, liabilities, causes of action or damages of any typewhatsoever, whether known or unknown, in law, admiralty or equity, which (a) any of the PlanProponent Releasees had or may have against any of the Equity Holder Releasees, or (b) any ofthe Equity Holder Releasees had or may have against any of the Plan Proponent Releasees, ineither case from the beginning of time through the date of this Settlement Agreement and whichare or were related in any way to the Debtors, the Equity Securities or the Bankruptcy Cases. AllParties hereto hereby represent and warrant (severally and not jointly) that each of them nowholds all right, title to and interest in any Claim released hereunder (the “Released Claims”), andthat none of them has assigned or otherwise transferred any right, title or interest in any ReleasedClaims. Each Party agrees to forever indemnify and hold forever harmless each and every otherParty hereto from all Released Claims, including, but not limited to, reasonable attorneys’ feesand expert fees, incurred as a result of any person or entity asserting any such Released Claimsagainst such other Party pursuant to any such assignment or transfer.     9. The Equity Holders (and their respective affiliates, partners and subsidiaries) andthe Equity Holder Professionals will provide no support, encouragement, information or anyassistance whatsoever to any person or entity in his/hers/its opposition to any action taken by theDebtors or Yucaipa in the Bankruptcy Cases, including, without limitation the Teamsters for aDemocratic Union.     10. The proposed treatment of claims in Class 4D of the Plan will be amended toprovide that at least $40 million in face amount of claims may be tendered into that class inreturn for cash payouts of at least $0.25 on the claim dollar, and that if such tendered claimsexceed $40 million in face amount, the treatment for tendered claims in that class will be a cashpayout equal to a pro rata share of the total cash consideration allotted for payout of those claims.Yucaipa will share its participation in Class 4D of the Plan with the Equity Holders as follows:
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the Equity Holders (in the aggregate, and subject to allocation among and between them intheir sole discretion) will have the right to purchase from Yucaipa up to twenty (20) percent ofthe Class 4D Claims that participate in the “Cash Out” option provided through Class 4D of thePlan. On the Effective Date of the Plan, the Equity Holders will pay their pro rata share of thecash necessary to fund the Cash Out option to Reorganized Allied, which will in turn distributesuch cash (and other cash provided by Yucaipa) to holders of Allowed Class 4D Claims as soon aspracticable after the Effective Date, and, as soon as practicable following the Effective Date, theEquity Holders will receive that same pro rata share of either the claims that were tendered intoClass 4D, or the equity of the reorganized Debtors into which those claims are converted under thePlan.     11. In the event that: (i) the Settlement Agreement is disapproved by the BankruptcyCourt, or (ii) following entry of the Approval Order the Court does not approve confirmation ofthe Plan, or (iii) following confirmation of the Plan, the Plan does not become effectiveaccording to its terms, the Parties agree that, upon any such occurrence, they will each revert tothe *status quo ante* with respect to all of their legal rights as though this Settlement Agreementhad never been executed. Notwithstanding the foregoing, upon such occurrence, the Parties willnot be able to reverse any court orders entered in reliance on the Approval Order between thedate of the Approval Order and the date of any event listed in paragraph 11 (i) through (iii). Inaddition, upon execution of the Settlement Agreement by the Parties, the appropriate EquityHolders shall request that the United States District Court for the Northern District of Georgiacontinue the hearing on the emergency motion for a stay of the order approving that certainfinancing provided by Yucaipa Transport LLP to the Debtors (the “Stay Motion”) until such timeas the Bankruptcy Court enters the Approval Order, at which point the Stay Motion shall bewithdrawn.     12. The Parties have participated jointly in the negotiation and drafting of theSettlement Agreement. If an ambiguity or question of intent or interpretation arises, theSettlement Agreement shall be construed as if drafted jointly by the Parties, and no presumptionor burden of proof will arise favoring or disfavoring any Party hereto because of the authorshipof any provision of the Settlement Agreement.     13. Each of the Parties and, as applicable, the Equity Holder Professionals, representsthat it has full requisite power and authority to execute and deliver and to perform its obligationsunder the Settlement Agreement, and the execution, delivery and performance hereof, and theinstruments and documents required to be executed by it in connection herewith (a) have beenduly and validly authorized by it, (b) have been duly executed and delivered by its authorizedsignatory, and (c) are not in contravention of its organizational documents or any agreementsspecifically applicable to it. The Debtors and Yucaipa further represent that they have authorityto amend the Plan to incorporate the terms of this Settlement Agreement.     14. The Settlement Agreement is the complete, final and exclusive statement of theagreement between the Parties with respect to the subject matter hereof. The SettlementAgreement supersedes all prior or contemporaneous agreements, negotiations, representations,understandings, and discussions between the Parties and/or their respective counsel with respectto the subject matter covered hereby. The Settlement Agreement may not be modified, amended
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or supplemented except by a written agreement executed by each Party to be affected by suchmodification, amendment or supplement.     15. The Parties recognize and acknowledge that each of the Parties hereto has had theopportunity to consult with counsel and that such Party received independent legal advice withrespect to the advisability of entering into the Settlement Agreement. Each of the Partiesacknowledges that the negotiations leading up to the Settlement Agreement were conducted atarm’s length and each Party knows all of the relevant facts and its rights in connection therewith.     16. The Settlement Agreement shall be construed and governed in accordance withthe laws of the State of New York and the United States of America, except with respect tochoice of law provisions. Any action, suit or proceeding between any of the Parties with respectto the terms and conditions of the Settlement Agreement or the enforcement thereof shall bebrought before the Bankruptcy Court presiding in the Bankruptcy Cases, and each Party herebyirrevocably consents to such jurisdiction with respect to any such action, suit or proceeding.     17. In the event any Party prevails in an action, motion, application, and/or petition toenforce any of the terms of the Settlement Agreement, preserve its rights under the SettlementAgreement, or in the event of breach by any Party of obligations under the SettlementAgreement, said moving and prevailing Party shall be entitled to reimbursement of its reasonablecosts and expenses incurred in enforcing the terms of the Settlement Agreement, including,without limitation, reasonable attorneys’ fees, expert fees, and other expenses.     18. The obligations and duties of the Settlement Agreement shall be binding upon theParties, their successors and assigns. Nothing in the Settlement Agreement, express or implied,is intended or shall be construed to confer upon, or to give to, any person other than the Partieshereto (and beneficiaries of the releases and exculpation provisions set forth in the Plan) andtheir respective successors and assigns, any right, remedy or claim under or by reason of theSettlement Agreement.     19. It is understood and agreed by the Parties that money damages alone may not be asufficient remedy for a breach of the Settlement Agreement by any Party, and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitablerelief as a remedy in the event of such a breach.     20. If any clause or provision of the Settlement Agreement is declared illegal, invalidor unenforceable under present or future laws effective during the term hereof, it is the intentionof the Parties hereto to reach agreement to terms that will lawful carry out the intended purposeof any such clause or provision, and to take such action as may be necessary to do so. TheParties further intend that the remainder of the Settlement Agreement shall not be affectedthereby, and shall remain in full force and effect     21. The Settlement Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which shall, together, constitute a single instrument.
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     22. All demands, notices, requests, consents and other communications hereundershall be in writing and shall be deemed to have been duly given (i) when personally delivered bycourier service or messenger, (ii) upon actual receipt (as established by confirmation of receiptor otherwise) during normal business hours, otherwise on the first business day thereafter, (iii)three (3) business days after being duly deposited in the mail, by certified or registered mail,postage prepaid—return receipt requested, to the following addresses, or such other addresses asmay be furnished hereafter by notice in writing, to the following Parties:   The Debtors The Creditors CommitteeEzra H. Cohen, Esq. Jonathan B. Alter, Esq.Jeffrey W. Kelley, Esq. William F. Govier, Esq.Harris B. Winsberg, Esq. Richard H. Agins, Esq.Troutman Sanders LLP Bingham McCutchen LLP600 Peachtree Street, N.E. — Suite 5200 One State StreetAtlanta, Georgia 30308 Hartford, CT 06105Facsimile No.: (404) 885-3900 Facsimile No.: (860) 240-2818   The Equity Holders Yucaipa and the Reorganized DebtorsIf to Sopris Capital Advisors, LLC or Robert A. Klyman, Esq.Aspen Advisors LLC: Latham & Watkins LLP  633 West Fifth Street, Suite 4000Peter D. Wolfson, Esq. Los Angeles, CA 90071John A. Bicks, Esq. Facsimile No.: (213)891-8763Sonnenschein Nath & Rosenthal LLP  1221 Avenue of the Americas  New York, NY 10020  Facsimile No.: (212) 768-6800     If to Armory Advisors LLC:     Paul N. Silverstein, Esq.  Jonathan Levine, Esq.  Andrews Kurth LLP  450 Lexington Avenue  New York, NY 10017  Facsimile No.: (212) 850-2929       23. Each of the Parties agrees to execute and deliver, or to cause to be executed anddelivered, all such instruments, and to take all such action as the other Parties reasonablyrequest in order to effectuate the intent and purposes of, and to carry out the terms of, theSettlement Agreement
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     IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to beexecuted on their behalf by their officers thereunto duly authorized, as of April                     ,2007.Allied Holdings, Inc., as agent and attorney-in fact for each of the Debtors       By: /s/ Thomas Duffy     Name: Thomas Duffy  Title: Executive VicePresident and General CounselYucaipa Transport, LLC, Yucaipa American Alliance Fund I, LP and Yucaipa American Alliance(Parallel) Fund I, LP       By: /s/ Robert P. Bermingham     Name: Robert P. Bermingham  Title: Vice PresidentOfficial Committee of Unsecured Creditors       By:       Name:  Title:Sopris Capital Advisors, LLC on behalf of itself, its affiliates, assigns, and subsidiaries       By: /s/ Nikos Hecht     Name: Nikos Hecht  Title: Managing MemberAspen Advisors LLC on behalf of itself, its affiliates, assigns, and subsidiaries       By: /s/ Nikos Hecht     Name: Nikos Hecht  Title: Managing Member
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Armory Advisors on behalf of itself, its affiliates, assigns, and subsidiaries       By: /s/ Jay Burnham     Name: Jay Burnham  Title: Managing PartnerAND AS TO SPECIFIC PARAGRAPHS THAT REQUIRE ACTION BY EQUITY HOLDER PROFESSIONALS:     ANDREWS KURTH LLP     By /s/ Paul N. Silverstein     Name: Paul N. Silverstein  Title: Attorney     SONNENSCHEIN NATH & ROSENTHAL LLP     By /s/ John A. Bicks     Name: John A. Bicks  Title: of Counsel     KILPATRICK STOCKTON LLP     By /s/ Alfred S. Lurey     Name: Alfred S. Lurey  Title: Partner     JEFFERIES & COMPANY, LLP     By /s/ Joseph Allgor     Name: Joseph Allgor  Title: Assistant General Counsel
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