<PAGE>

                                                                  Exhibit 4.3(j)

                                                                  EXECUTION COPY

                         CONSENT AND FIFTH AMENDMENT TO
                       CREDIT AGREEMENT AND LOAN DOCUMENTS

          This CONSENT AND FIFTH AMENDMENT (the "Amendment" or "Fifth
Amendment"), dated as of June 30, 2006, is by and among (a) ALLIED HOLDINGS,
INC., a Georgia corporation ("Allied Holdings"), and ALLIED SYSTEMS, LTD.
(L.P.), a Georgia limited partnership ("Allied Systems" and, together with
Allied Holdings, "Borrowers"), each, a debtor and debtor-in-possession; (b) the
other Credit Parties signatory hereto (the "Credit Party" and, together with the
Borrowers, the "Credit Parties"): (c) GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent (in such capacity, the "Administrative Agent"), Collateral
Agent, Revolver Agent and co-Syndication Agent ("GE Capital"); (d) MORGAN
STANLEY SENIOR FUNDING, INC., as Term Loan A Agent, Term Loan B Agent, Term Loan
C Agent (as defined below), co-Syndication Agent, co-Bookrunner and co-Term Loan
B Lead Arranger ("Morgan Stanley"); and (e) the other Lenders signatory hereto
from time to time, including CITIGROUP/BUSINESS CREDIT, INC, MERRILL LYNCH
CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., SMBC DIP
LIMITED, TEXTRON FINANCIAL CORPORATION, FORTRESS CREDIT FUNDING I LP, MARATHON
STRUCTURED FINANCE FUND, L.P., and BLACK DIAMOND CLO 2005-2 LTD.

                                   WITNESSETH

          WHEREAS, the Credit Parties, the Lenders party to the Credit Agreement
from time to time, GE Capital and Morgan Stanley are parties to that certain
Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as
of August 1, 2005 (including all annexes, exhibits and schedules thereto, and as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement");

          WHEREAS, Borrowers have informed the Lenders that certain Events of
Default have occurred;

          WHEREAS, Borrowers wish to obtain up to $30,000,000 in additional
funds;

          WHEREAS, Morgan Stanley in its capacity as the Term Loan C Agent is
willing to arrange, and Morgan Stanley (as defined herein) is willing to commit
to lend all or a portion of, a new term loan in an amount of up to $30,000,000
(the "Term Loan C"): and

          WHEREAS, the Administrative Agent and the Requisite Lenders have
agreed to (i) waive those certain Events of Default, (ii) amend the Credit
Agreement and (iii) consent to certain transactions, including the addition of
the Term Loan C to the Credit Agreement, in the manner, and on the terms and
conditions, provided for herein.

          NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

          1. Definitions. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.

          2. Specified Events of Default. Borrowers acknowledge that the
defaults in the Financial Covenants for Fixed Charge Coverage Ratio, EBITDA and
the Leverage

<PAGE>

Ratio as set forth in Section 6.10 and Annex G, clauses (b), (c) and (d) of the
Credit Agreement and as set forth on Schedule A hereto (the "Specified Events of
Default") occurred and have not been waived prior to the date hereof.

          3. Waiver of Defaults. Upon the terms and subject to the conditions of
this Fifth Amendment, as of the Fifth Amendment Effective Date, each Agent and
the Requisite Lenders agree to and hereby do waive the Specified Events of
Default.

          4. Term Loan C and Credit Facility Amendments.

               (a) The following shall be inserted into the Credit Agreement as
a new Section 1.1(b)(iv):

          "(iv) Term Loan C.

               (1) Subject to the terms and conditions hereof, each Term Loan C
          Lender agrees to make its Pro Rata Share of the Term Loan C to the
          Borrowers, drawable as set forth in Section 1.1 (b)(iv)(2) on or after
          the Fifth Amendment Effective Date. The obligations of each Term Loan
          C Lender hereunder shall be several and not joint. Each Term Loan C
          shall be evidenced by a promissory note substantially in the form of
          Exhibit 1.1(f) (each a "Term Loan C Note" and collectively the "Term
          Loan C Notes"), and, except as provided in Section 1.12, all Borrowers
          shall jointly execute and deliver the Term Loan C Notes to the
          applicable Term Loan C Lender. Each Term Loan C Note shall represent
          the joint and several obligation of Borrowers to pay the applicable
          Term Loan C Lender's Term Loan C Commitment, together with interest
          thereon as prescribed in Section 1.5(a).

               (2) The Term Loan C may be borrowed in an initial draw of not
          less than $5,000,000 (the "Term Loan C Initial Draw") and subsequent
          draws of not less than $2,000,000 each. Each draw shall be funded upon
          not less than three Business Days' prior written notice from the
          Borrower Representative in the form of a Notice of Term Loan C Draw
          and shall be used by the Borrowers first, to repay the Protective
          Overadvances, if any, and thereafter, for general corporate purposes.
          Subject to Section 1.22, the aggregate outstanding principal balance,
          accrued interest and other Term Loan C Obligations, of Term Loan C
          shall be due and payable in full in immediately available funds on the
          Commitment Termination Date, if not sooner paid in full. No amounts
          paid with respect to Term Loan C may be reborrowed.

               (3) The Term Loan C and all Term Loan C Obligations are
          subordinate and junior in right of payment and priority to the
          Priority DIP Obligations. Once drawn, the principal of the Term Loan C
          may not be paid or repaid, in whole or in part, without the consent of
          the Requisite Lenders until the Administrative


                                       -2-

<PAGE>

          Agent has notified the Borrower Representative that the Priority DIP
          Obligations have been paid in full in cash, the Letters of Credit have
          been cash collateralized or terminated in accordance with the terms of
          this Agreement and all Commitments other than the Term Loan C
          Commitment hereunder have been terminated."

               (b) Section 1.1(d) of the Credit Agreement is hereby amended to
insert the words "Notice of Term Loan C Draw," after the words "Notice of
Revolving Credit Advance" and before the words "Notice of
Conversion/Continuation" in the first sentence thereof, and to add the words
"Notices of Term Loan C Draws" after the words "Notices of Revolving Credit
Advances" and before the words "and Notices of Conversion/Continuation" in the
third sentence thereof, to add the words "and Term Loan C" after the word
"Loans" in the third sentence thereof, and to add the words "and each Term Loan
C Lender" after the word "Lender" in the fifth sentence thereof.

               (c) Section 1.3(b)(ii) of the Credit Agreement is hereby amended
to change "Loans" to "Obligations" in the first sentence thereof and to add "
and Term Loan C Lenders" after "Lenders" in the last line thereof.

               (d) Section 1.3(b)(ii) of the Credit Agreement is hereby amended
to change the word "Loans" to the word "Obligations" in the first sentence
thereof and to add "and Term Loan C Lenders" after "Lenders" in the last line
thereof.

               (e) Section 1.3(b)(iii) of the Credit Agreement is hereby amended
to change the word "Loans" to the word "Obligations" in the first sentence
thereof.

               (f) Section 1.3(b)(iv) of the Credit Agreement is hereby amended
to add "and Term Loan C Lenders" after "Lenders" in the proviso at the end
thereof.

               (g) The following shall be inserted into the Credit Agreement as
a new Section 1.3(f):

               "(f) No Payments on Term Loan C. Notwithstanding any other
          provision of this Agreement, no Borrower or Guarantor shall make any
          payment with respect to the Term Loan C (including without limitation
          any payments of principal or interest on the Term Loan C or any
          purchase of any interest therein) unless and until the Administrative
          Agent has notified the Administrative Borrower that the Priority DIP
          Obligations have been paid in full in cash, all Letter of Credit
          Obligations have been cash collateralized in accordance with the terms
          of this Agreement and all Commitments other than the Term Loan C
          Commitments have been terminated; provided that, so long as no Event
          of Default is continuing, Term Loan C Obligations other than principal
          may be paid when due."

               (h) Section 1.5(a) of the Credit Agreement is deleted in its
entirety and replaced by the following:

               "(a) Interest shall accrue, for the ratable benefit of Lenders
          and Term Loan C Lenders, as applicable, in accordance with the


                                       -3-
<PAGE>

          various Loans or Term Loans C being made by each Lender and Term Loan
          C Lender, at the following rate and shall be payable as specified: (i)
          with respect to the Revolving Credit Advances, the Index Rate plus two
          percent (2%) or, at the election of Borrower Representative, the
          applicable LIBOR Rate plus three percent (3%), payable in cash monthly
          in arrears, (ii) with respect to the Swing Line Loan, the Index Rate
          plus two percent (2%), payable in cash, monthly in arrears, (iii) with
          respect to the Term Loan A, the applicable LIBOR Rate plus five and
          one-half percent (5.50%), payable in cash, monthly in arrears, (iv)
          with respect to the Term Loan B, the applicable LIBOR plus eight and
          one-half percent (8.50%), payable in kind, compounded and added to
          principal on a monthly basis, or at the election of the Borrower
          Representative so long as no Event of Default is continuing at the
          time of payment, in cash in arrears on a monthly basis, and (v) with
          respect to the Term Loan C, the applicable LIBOR Rate plus nine and
          one-half percent (9.50%), payable in kind, compounded and added to
          principal on a monthly basis, or, at the election of the Borrower
          Representative so long as no Event of Default is continuing at the
          time of payment, in cash in arrears on a monthly basis. Unless
          Borrowers elect a different LIBOR Period in accordance with Section
          1.5(e) and the other provisions of this Agreement, the Term Loans and
          Term Loans C shall bear interest at the LIBOR Rate for one month LIBOR
          Periods plus the applicable margins specified above for such Term
          Loans and Term Loans C."

               (i) Section 1.5(b) of the Credit Agreement is amended to insert
the words "or on the Term Loan C" after the words "any Loan" in the first
sentence thereof.

               (j) Section 1.5(d) of the Credit Agreement is amended to insert",
the Term Loan C" after the words "applicable to the Loans" in the first sentence
thereof.

               (k) Section 1.5(f) of the Credit Agreement is amended to insert
"and Term Loan C Lenders" after "on behalf of Lenders" in the proviso of the
first sentence, to insert "or any Term Loan C Lender" after "any Lender" and to
insert "or any such Term Loan C Lender" after "such Lender" in the last sentence
thereof.

               (l) Section 1.5(g) of the Credit Agreement is deleted in its
entirety and replaced by the following:

               "(g) If any provision of this Agreement or any of the other Loan
          Documents would obligate Borrowers to make any payment of interest or
          other amount payable to any Agent, any Lender or any Term Loan C
          Lender in an amount or calculated at a rate which would be prohibited
          by law or would result in a receipt by such Agent, such Lender or such
          Term Loan C Lender of interest at a criminal rate (as such terms are
          construed under the Criminal Code (Canada)) then, notwithstanding such
          provision, such amount or rate shall be deemed to have been adjusted
          with retroactive effect to the maximum amount or rate of interest, as
          the case may be, as would not be so prohibited by law or so result in
          a receipt by such Agent, such Lender or such Term Loan C Lender of
          interest at a criminal rate, such adjustment to be


                                       -4-

<PAGE>

          effected, to the extent necessary, as follows: (1) firstly, by
          reducing the amount or rate of interest required to be paid to such
          Agent, such Lender or such Term Loan C Lender under the Notes or the
          Term Loan C Notes; and (2) thereafter, by reducing any fees,
          commissions, premiums and other amounts required to be paid to such
          Agent, such Lender or such Term Loan C Lender which would constitute
          interest for purposes of Section 347 of the Criminal Code (Canada).
          Notwithstanding the foregoing, and after giving effect to all
          adjustments contemplated thereby, if such Agent, such Lender or such
          Term Loan C Lender shall have received an amount in excess of the
          maximum permitted by that section of the Criminal Code (Canada), then
          Borrowers shall be entitled, by notice in writing to such Agent, such
          Lender or such Term Loan C Lender, as applicable, to obtain
          reimbursement from such Agent, such Lender or such Term Loan C Lender,
          as applicable, in an amount equal to such excess, and pending such
          reimbursement, such amount shall be deemed to be an amount payable by
          such Agent, such Lender or such Term Loan C Lender to Borrowers. Any
          amount or rate of interest referred to in this Section 1.5 shall be
          determined in accordance with generally accepted actuarial practices
          and principles as an effective annual rate of interest over the term
          that any Loan or Term Loan C remains outstanding on the assumption
          that any charges, fees or expenses that fall within the meaning of
          "interest" (as defined in the Criminal Code (Canada)) shall, if they
          relate to a specific period of time, be pro-rated over that period of
          time and otherwise be pro-rated over the period from the Closing Date
          to the Termination Date and, in the event of a dispute, a certificate
          of a Fellow of the Canadian Institute of Actuaries appointed by the
          Administrative Agent shall be conclusive for the purposes of such
          determination.

                    For purposes of disclosure pursuant to the Interest Act
          (Canada), the annual rates of interest or fees to which the rates of
          interest or fees provided in this Agreement (as amended through the
          Fifth Amendment or hereafter) and the other Loan Documents (and stated
          herein or therein, as applicable, to be computed on the basis of a
          360-day year or any other period of time less than a calendar year)
          are equivalent to the rates so determined multiplied by the actual
          number of days in the applicable calendar year and divided by 360 or
          such other period of time, respectively.

               (m) Section 1.9 of the Credit Agreement is amended to insert a
new section (e) as follows:

               "(e) Term Loan C and Amendment Fees. The following fees shall be
          payable as indicated below:

                    (i) Closing Fee. Borrowers jointly and severally agree and
          promise to pay and, upon the Term Loan C Effective Date, the Term Loan
          C Agent shall be deemed to have fully earned, a nonrefundable closing
          fee, in accordance with their Pro Rata Shares for their respective
          sole accounts in an amount equal to one-half of one percent (.50%) of
          the Term Loan C Commitment Amount, payable in cash on the Term Loan C
          Effective Date.


                                      -5-

<PAGE>

                    (ii) Amendment Fee. Upon the Fifth Amendment Effective Date,
          Borrowers jointly and severally agree to pay to the Revolving Lenders
          a nonrefundable amendment fee in an amount equal to .15% of the
          Revolving Loan Commitment, (the "Fifth Amendment Fee"); provided that
          no Agent or Lender who is also a Term Loan C Lender on the Fifth
          Amendment Effective Date shall be entitled to earn or be paid the
          Fifth Amendment Fee."

               (n) Application and Allocation of Payments. Section 1.11(a) is
amended to add "and Section 1.3(f)" after the reference to "Section 1.3(a)" in
clause (ii) and after the reference to "1.3(d)" in clause (iii).

               (o) Indemnity. Section 1.13(a) is amended to add ",each Term Loan
C Lender" after "each Lender in the first sentence. Section 1.13(b) is hereby
amended to add "and the Term Loan C Lenders" after "To induce Lenders" in the
first sentence and to add "a Term Loan C Lender" after the term "a Lender" in
the third sentence thereof and to add "and each Term Loan C Lender" after the
term "each Lender" each place in which the term "each Lender" appears in Section
1.13(b).

               (p) Taxes. Section 1.15(a) is amended to include ", Term Loan C
Lenders" after "Agent" and before "or Lenders" in the second sentence. Each of
Section 1.15(b) and 1.15(c) is hereby amended to add "or Term Loan C Lender"
after "Lender" in each instance in which the term Lender appears in Section
1.15(b) or (c).

          5. Conditions Precedent to Term Loan C. The Credit Agreement is
amended to add a new Section 2.3 as follows:

          "2.3 Conditions to Term Loan C:

               (a) The Term Loan C Commitments shall not become effective unless
          and until each of the following conditions has been satisfied or
          waived:

                    (i) The Term Loan C Agent shall have received an executed
          copy of this Fifth Amendment and any other loan documents as it shall
          require, each in form and substance satisfactory to it (collectively,
          the "Term Loan C Loan Documents"), including an amendment to the
          security agreement if required to ensure that all grants of security
          interests and liens to the Collateral Agent for the benefit of the
          Lenders includes the Term Loan C Agent and the Term Loan C Lenders.

                    (ii) The Term Loan C Agent shall have received evidence that
          all authorizations and consents required for the execution and
          delivery of the Term Loan C Loan Documents and the performance of
          Borrowers' obligations thereunder and under this Fifth Amendment have
          been obtained.

                    (iii) The Term Loan C Agent shall have received financial
          projections for Borrowers and Guarantors in form and substance
          satisfactory to the Term Loan C Agent.

                    (iv) Each Term Loan C Initial Lender shall be satisfied that
          prior to the entry of the Bankruptcy Court Order approving the Term
          Loan C,


                                       -6-
<PAGE>

          no material adverse change in the financial condition, business,
          prospects, profitability, assets of operation of Borrowers and
          Guarantors has occurred.

                    (v) The Bankruptcy Court shall have entered its order in
          form and substance satisfactory to Term Loan C Initial Lenders on or
          before June 30, 2006, which order shall not be stayed pending appeal
          and which order shall, among other things: (i) approve and authorize
          the Borrowers and Guarantors to enter into this Fifth Amendment and
          the other documents contemplated thereby; (ii) approve the terms and
          conditions set forth herein, including the liens and superpriority
          claim afforded to the Term Loan C Agent and the Term Loan C Lenders
          under the terms and conditions of this Fifth Amendment; (iii) contain
          a specific finding that the Term Loan C Agent and the Term Loan C
          Initial Lenders have acted in "good faith" within the meaning of
          section 364(e) of the Bankruptcy Code; and (iv) find that the Fifth
          Amendment and the Term Loan C otherwise satisfy the conditions to
          obtaining financing under Section 364 of the Bankruptcy Code (the
          "Term Loan C Bankruptcy Court Order"). The terms and conditions of the
          Term Loan C Bankruptcy Court Order (y) shall be binding upon
          Borrowers' and Guarantors' successors, including any subsequently
          appointed Chapter 7 or Chapter 11 bankruptcy trustee, and (z) shall
          not be modified without the Term Loan C Initial Lenders' written
          consent.

                    (vi) The Canadian court shall have entered an order in form
          and substance satisfactory to the Term Loan C Initial Lenders
          recognizing the Fifth Amendment and the Term Loan C.

               (b) No Term Loan C Lender shall be obligated to honor any
          borrowing request or to fund any draw, unless and until all of the
          conditions specified in Section 2.3(a)(v) and 2.3(a)(vi) and each of
          the following additional conditions has been satisfied or waived:

               (i) Borrowers shall have provided the Term Loan C Agent with a
          certification, in form and substance satisfactory to the Term Loan C
          Agent, certifying that Borrowers are projecting to have Availability
          of less than $10,000,000 on or within 20 days after the date of the
          requested draw.

               (ii) At the time of any draws on the Term Loan C there shall not
          then exist any Term Loan C Events of Default nor any Events of Default
          if the Revolving Lenders have refused and are continuing to refuse to
          make any Advances pursuant to Section 2.2(c) of the DIP Facility due
          to such Event of Default).

          6. Financial Covenants. Each Borrower and each Credit Party executing
this Amendment jointly and severally agrees that:

               (a) Section (a) of Annex G, Maximum Capital Expenditures of the
Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the target for maximum Capital Expenditures beginning with the period
ending on June 30, 2006 and ending on July 31, 2007 and substituting in lieu
thereof the following:


                                       -7-

<PAGE>

<TABLE>
<CAPTION>
12-Month Period Ending   Maximum Capital Expenditures per Period
----------------------   ---------------------------------------
<S>                      <C>
June 30, 2006                          $27,940,000
July 31, 2006                          $30,991,000
August 31, 2006                        $36,457,000
September 30, 2006                     $38,443,000
October 31,2006                        $41,135,000
November 30, 2006                      $41,113,000
December 31, 2006                      $40,283,000
January 31, 2007                       $45,111,000
February 28, 2007                      $50,807,000
March 31, 2007                         $56,158,000
April 30, 2007                         $61,470,000
May 31, 2007                           $68,750,000
June 30, 2007                          $74,393,000
July 31, 2007                          $78,137,000
</TABLE>

               (b) Section (b) of Annex G, Minimum Fixed Charge Coverage Ratio
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the target for minimum Fixed Charge Coverage beginning with the period
ending on June 30, 2006 and ending on July 31, 2007 and substituting in lieu
thereof the following:

<TABLE>
<CAPTION>
Fiscal Month Ending   Minimum Fixed Charge Coverage Ratio
-------------------   -----------------------------------
<S>                   <C>
June 30, 2006                      0.630:1.0
July 31, 2006                      0.692:1.0
August 31, 2006                    0.600:1.0
September 30, 2006                 0.577:1.0
October 31, 2006                   0.528:1.0
November 30, 2006                  0.523:1.0
December 31, 2006                  0.620:1.0
</TABLE>


                                       -8-

<PAGE>

<TABLE>
<S>                   <C>
January 31, 2007                   0.602:1.0
February 28, 2007                  0.585:1.0
March 31, 2007                     0.573:1.0
April 30, 2007                     0.593:1.0
May 31, 2007                       0.614:1.0
June 30, 2007                      0.626:1.0
July 31, 2007                      0.666:1.0
</TABLE>

               (c) Section (c) of Annex G, Minimum EBITDA of the Credit
Agreement is hereby amended as of the Amendment Effective Date deleting the
target for minimum EBITDA for beginning with the period ending on June 30, 2006
and ending on July 31, 2007 and substituting in lieu thereof the following:

<TABLE>
<CAPTION>
Fiscal Month Ending   Minimum EBITDA
-------------------   --------------
<S>                   <C>
June 30, 2006           $36,682,000
July 31, 2006           $39,828,000
August 31, 2006         $37,369,000
September 30, 2006      $36,781,000
October 31, 2006        $34,872,000
November 30, 2006       $34,552,000
December 31, 2006       $40,324,000
January 31, 2007        $39,061,000
February 28, 2007       $39,108,000
March 31, 2007          $39,870,000
April 30, 2007          $43,783,000
May 31, 2007            $49,219,000
June 30, 2007           $52,506,000
July 31, 2007           $56,682,000
</TABLE>


                                       -9-

<PAGE>

               (d) Section (d) of Annex G, Maximum Leverage Ratio of the Credit
Agreement is hereby amended as of the Amendment Effective Date by deleting the
target for Maximum Leverage Ratio beginning with the period ending on June 30,
2006 and ending on July 31, 2007 and substituting in lieu thereof the following:

<TABLE>
<CAPTION>
Fiscal Month Ending   Maximum Leverage Ratio
-------------------   ----------------------
<S>                   <C>
June 30, 2006                4.95:1.0
July 31, 2006                4.61:1.0
August 31, 2006              5.27:1.0
September 30, 2006           5.36:1.0
October 31, 2006             5.68:1.0
November 31, 2006            5.85:1.0
December 31, 2006            5.11:1.0
January 31, 2007             5.44:1.0
February 28, 2007            5.51:1.0
March 31, 2007               5.44:1.0
April 30, 2007               4.98:1.0
May 31, 2007                 4.46:1.0
June 30, 2007                4.21:1.0
July 31, 2007                3.93:1.0
</TABLE>

          7. Sale of Stock and Assets. Section 6.8 of the Credit Agreement is
amended to add a new clause (d) at the end as follows:

     "and (d) the sale or other disposition of the terminals located at
Georgetown, Kentucky and Windsor, Ontario in an arm's length transaction at fair
market value to a buyer who is not an Affiliate; provided that the proceeds are
applied as otherwise required under this Agreement."

          8. Survival of Obligations Upon Termination of Financing Arrangments.
Section 7.2 of the Credit Agreement is amended to add ", Term Loan C Lenders"
after "Agents" in each place the word "Agents" appears, and to add ", each Term
Loan C Lender" after "each Agent" in each place the words "each Agent" appears.

          9. Term Loan C Events of Default. Article 8 of the Credit Agreement is
amended to add the following Section 8.4:


                                      -10-
<PAGE>

          "8.4 Term Loan C Events of Default. Section 8.1 shall not apply to the
Term Loan C and the Term Loan C shall only be in default upon the occurrence of
one of the following (the "Term Loan C Events of Default"):

          (a) The acceleration or maturity of the Priority DIP Obligations or
          the occurrence of the Commitment Termination Date,

          (b) The entry of an order dismissing any Borrower's or Guarantor's
          Chapter 11 case or converting such case to a Chapter 7 case,

          (c) the entry of an order appointing a Chapter 11 trustee or an
          examiner with expanded powers beyond those set forth in Sections
          1106(a)(3) and (4) of the Bankruptcy Code in any Borrower's or
          Guarantor's Chapter 11 case,

          (d) the entry of an order granting any other claim superpriority
          status or a lien equal or superior to that granted to the Term Loan C
          Lenders (other than with respect to the Priority DIP Obligations or
          the Carve-Out), or

          (e) the entry of an order staying, reversing, vacating or otherwise
          modifying this Credit Agreement or the Term Loan C Bankruptcy Court
          Order."

          10.  Miscellaneous.

               (a) Section 8.2(b) of the Credit Agreement is amended to delete
the term "Required Lenders" and replace it with the term "Requisite Lenders."

               (b) Section 9.1 of the Credit Agreement is amended to add the
following Section 9.1(h):

                         "(h) Notwithstanding any other provision of this Credit
          Agreement, no Term Loan C Lender may make an assignment of, or sell
          participations in, the Term Loan C Loan Documents, the Term Loan C and
          any Term Loan C Commitment (any of which, a "Term Loan C Interest")
          unless such Term Loan C Lender shall have delivered to the
          Administrative Agent on behalf of the Term Loan C Initial Lenders
          written notice of the proposed assignment or sale and the terms and
          conditions thereof including an irrevocable offer to sell the same
          Term Loan C Interest to the Term Loan C Initial Lenders on the same
          terms and conditions (such notice, a "Term Loan C Offer Notice"). Upon
          receipt of a Term Loan C Offer Notice, the Term Loan C Initial Lenders
          will have two Business Days after written notification of any proposed
          sale or assignment in which to accept the offer to sell the Term Loan
          C Interest upon the same terms and conditions. If the offer is
          accepted, the Term Loan C Lender shall sell the Term Loan C Interest
          to the Term Loan C Initial Lenders on a Business Day determined by the
          selling Term Loan C Lender but not less than two nor more than five
          business days after the date of acceptance. If both Term Loan C
          Initial Lenders accept the offer, the Term Loan C Interest shall be
          allocated between them as they may agree, but failing such agreement,
          in accordance with their Pro Rata Shares. If one (but not both) of the
          Term Loan C Initial Lenders decline to acquire such interest, the
          other shall acquire the entire interest. If both Term Loan C Initial
          Lenders decline to acquire such interest, then the holder of the Term
          Loan C Interest


                                      -11-

<PAGE>

          may sell or assign such Term Loan C Interest on the terms and
          conditions described in the Term Loan C Transfer Notice during the
          period of five business days thereafter (or any portion thereof or
          interest therein) and otherwise in accordance with the provisions of
          Section 9.1(a) of the Credit Agreement as though such Term Loan C
          Lender were a Lender within the meaning of Section 9.1(a). In the
          event that the Term Loan C Lender does not sell or assign the Term
          Loan C Interest on such terms and conditions and within such period,
          any assignment or sale of participations shall again be subject to the
          provisions of this Section 9.l(h). "

               (c) Section 9.2 of the Credit Agreement is deleted in its
entirety and replaced with the following:

          "9.2 Appointment of Agents. GE Capital is appointed to act on behalf
of all Lenders and all Term Loan C Lenders as 'Administrative Agent' and as
'Collateral Agent' under this Agreement and the other Loan Documents. GE Capital
is appointed to act on behalf of all Revolving Lenders as 'Revolver Agent' under
this Agreement and the other Loan Documents. Morgan Stanley is appointed to act
on behalf of all Term Loan A Lenders as 'Term Loan A Agent' under this Agreement
and the other Loan Documents. Morgan Stanley is appointed to act on behalf of
all Term Loan B Lenders as "Term Loan B Agent" under this Agreement and the
other Loan Documents. Morgan Stanley is hereby appointed to act on behalf of all
Term Loan C Lenders as "Term Loan C Agent" under this Agreement and the other
Loan Documents. Without limiting the generality of the foregoing, as of the
Closing Date, each Lender authorized and authorizes Agents to consent, on behalf
of each Lender, to an Interim Order substantially in the form attached as
Exhibit A-1, to the Canadian Interim Order, to the Final Order and to the
Canadian Final Order negotiated among Borrowers, Agents and the Committee. In
addition, each Lender and each Term Loan C Lender hereby authorizes Agents to
consent on its behalf to the Term Loan C Bankruptcy Court Order and to an order
in substantially the form required for the Canadian court to recognize the Fifth
Amendment and the Term Loan C. The provisions of this Section 9.2 are solely for
the benefit of Agents, Lenders and Term Loan C Lenders and no Credit Party nor
any other Person shall have any rights as a third party beneficiary of any of
the provisions hereof. In performing its functions and duties under this
Agreement and the other Loan Documents, each Agent shall act solely as an agent
of the Lenders or the Term Loan C Lenders, as applicable, and does not assume
and shall not be deemed to have assumed any obligation toward or relationship of
agency or trust with or for any Credit Party or any other Person. No Agent shall
have duties or responsibilities except for those expressly set forth in this
Agreement and the other Loan Documents. The duties of each Agent shall be
mechanical and administrative in nature and no Agent shall have, or be deemed to
have, by reason of this Agreement, any other Loan Document or otherwise a
fiduciary relationship in respect of any Lender or Term Loan C Lender. Except as
expressly set forth in this Agreement and the other Loan Documents, no Agent
shall have any duty to disclose, and shall not be liable for failure to
disclose, any information relating to any Credit Party or any of their
respective Subsidiaries or any Account Debtor that is communicated to or
obtained from any Agent or any of its Affiliates in any capacity. No Agent, no
Affiliate of any Agent and none of their respective officers, directors,
employees, agents or representatives shall be liable to any Lender or any Term
Loan C Lender for any action taken or omitted to be taken by any Agent, any
Affiliate of an Agent or any other Person under this Credit Agreement or any
other Loan Document or in connection therewith, except for damages caused by
such Agent's or such Person's own gross negligence or willful misconduct.


                                      -12-

<PAGE>

          If any Agent shall request instructions from Requisite Lenders,
Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan
B Lenders, Requisite Term Loan C Lenders or all affected Lenders with respect to
any act or action (including failure to act) in connection with this Agreement
or any other Loan Document, then each Agent, as the case may be, shall be
entitled to take such act or action or refrain from such act or taking such
action unless and until Administrative Agent shall have received instructions
from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A
Lenders, Requisite Term Loan B Lenders, Requisite Term Loan C Lenders or all
affected Lenders, as the case may be, and no Agent shall incur liability to any
Person by reason of taking or refraining from such act or action. Each Agent
shall be fully justified in failing or refusing to take any action hereunder or
under any other Loan Document (a) if such action would, in the opinion of such
Agent, be contrary to law or the terms of this Agreement or any other Loan
Document, (b) if such action would, in the opinion of such Agent, expose such
Agent to Environmental Liabilities or (c) if such Agent shall not first be
indemnified to its satisfaction against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
Without limiting the foregoing, no Lender or Term Loan C Lender shall have any
right of action whatsoever against any Agent as a result of such Agent acting or
refraining from acting hereunder or under any other Loan Document in accordance
with the instructions of Requisite Lenders, Requisite Revolving Lenders,
Requisite Term Loan A Lenders, Requisite Term Loan B Lenders, Requisite Term
Loan C Lenders or all affected Lenders, as applicable."

               (d) Section 9.3 of the Credit Agreement is hereby amended to add
"or any Term Loan C Lender" after "any Lender" in each instance in which the
term "any Lender" appears in such Section 9.3.

               (e) Sections 9.4. 9.5 and 9.6 of the Credit Agreement are deleted
in their entirety and replaced with the following:

     "9.4 Agents in Individual Capacities. With respect to its Commitments and
Term Loan C Commitments hereunder, each of GE Capital and Morgan Stanley shall
have the same rights and powers under this Agreement, the other Loan Documents
as any other Lender or Term Loan C Lender and may exercise the same as though it
were not an Agent; and the term "Lender", "Lenders", "Term Loan C Lender" or
"Term Loan C Lenders" shall, unless otherwise expressly indicated, include each
of GE Capital and Morgan Stanley in its individual capacity. Each of GE Capital
and Morgan Stanley and its respective Affiliates may lend money to, invest in,
and generally engage in any kind of business with, any Credit Party, any of
their Affiliates and any Person who may do business with or own securities of
any Credit Party or any such Affiliate, all as if GE Capital and Morgan Stanley
were not an Agent and without any duty to account therefor to Lenders or Term
Loan C Lenders. Each of GE Capital and Morgan Stanley and its respective
Affiliates may accept fees and other consideration from any Credit Party for
services in connection with this Agreement or otherwise without having to
account for the same to Lenders or Term Loan C Lenders. Each Lender and Term
Loan C Lender acknowledges the potential conflict of interest between GE Capital
and Morgan Stanley as Lenders and Term Loan C Lenders holding disproportionate
interests in the Loans or Term Loans C and GE Capital and Morgan Stanley as
Agents, and expressly consents to, and waives any claim based upon, such
conflict of interest.

     9.5 Lender and Term Loan C Lender Credit Decision. Each Lender and Term
Loan C Lender acknowledges that it has, independently and without reliance upon
any Agent or any other Lender or Term Loan C Lender and, in the case of each
Lender, based on the


                                      -13-

<PAGE>

Financial Statements referred to in Section 3.4(a), or in the case of the Term
Loan C Lenders, the financial information and projections which each such Term
Loan C Lender had the opportunity to obtain as a condition precedent to the
Fifth Amendment, and such other documents and information as each Lender and
each Term Loan C Lender has deemed appropriate, made its own credit and
financial analysis of the Credit Parties and its own decision to enter into this
Agreement. Each Lender and each Term Loan C Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender or
Term Loan C Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement. Each Lender and each Term Loan C Lender
acknowledges the potential conflict of interest of each other Lender and Term
Loan C Lender as a result of Lenders and Term Loan C Lenders holding
disproportionate interests in the Loans and Term Loans C, and expressly consents
to, and waives any claim based upon, such conflict of interest.

     9.6 Indemnification. Lenders and Term Loan C Lenders agree to indemnify
Agents (to the extent not reimbursed by Credit Parties and without limiting the
obligations of Credit Parties hereunder), ratably according to their respective
Pro Rata Shares, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against any Agent in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted to be taken
by any Agent in connection therewith; provided, that no Lender or Term Loan C
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Agent's gross negligence or willful misconduct. Without
limiting the foregoing, each Lender and Term Loan C Lender agrees to reimburse
such Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including reasonable counsel fees) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and each other Loan Document, to the
extent that such Agent is not reimbursed for such expenses by Credit Parties."

               (f) Section 9.7 of the Credit Agreement is hereby amended to
insert the following Section 9.7(f):

                    "(f) Term Loan C Agent may resign at any time by giving not
          less than thirty (30) days' prior written notice thereof to Term Loan
          C Lenders, the other Agents and Borrower Representative. Upon any such
          resignation, the Requisite Term Loan C Lenders shall have the right to
          appoint a successor Term Loan C Agent. If no successor Term Loan C
          Agent shall have been so appointed by the Requisite Term Loan C
          Lenders and shall have accepted such appointment within thirty (30)
          days after the resigning Term Loan C Agent's giving notice of
          resignation, then the resigning Term Loan C Agent may, on behalf of
          Term Loan C Lenders, appoint a successor Term Loan C Agent, which
          shall be a Term Loan C Lender, if a Term Loan C Lender is willing to
          accept such appointment, or otherwise shall be a commercial bank or
          financial institution or a subsidiary of a commercial bank or
          financial institution if such commercial bank or financial institution
          is


                                      -14-

<PAGE>

          organized under the laws of the United States of America or of any
          State thereof and has a combined capital and surplus of at least
          $300,000,000. If no successor Term Loan C Agent has been appointed
          pursuant to the foregoing, within thirty (30) days after the date such
          notice of resignation was given by the resigning Term Loan C Agent,
          such resignation shall become effective and the Requisite Term Loan C
          Lenders shall thereafter perform all the duties of such Term Loan C
          Agent hereunder until such time, if any, as the Requisite Term Loan C
          Lenders appoint a successor Term Loan C Agent as provided above. Any
          successor Term Loan C Agent appointed by Requisite Term Loan C Lenders
          hereunder shall be subject to the approval of Borrower Representative,
          such approval not to be unreasonably withheld or delayed; provided
          that such approval shall not be required if a Default or an Event of
          Default has occurred and is continuing. Upon the acceptance of any
          appointment as Term Loan C Agent hereunder by a successor Term Loan C
          Agent, such successor Term Loan C Agent shall succeed to and become
          vested with all the rights, powers, privileges and duties of the
          resigning Term Loan C Agent. Upon the earlier of the acceptance of any
          appointment as such Term Loan C Agent hereunder by a successor Term
          Loan C Agent or the effective date of the resigning Term Loan C
          Agent's resignation, the resigning Term Loan C Agent shall be
          discharged from its duties and obligations under this Agreement and
          the other Loan Documents, except that any indemnity rights or other
          rights in favor of such resigning Term Loan C Agent shall continue.
          After any resigning Term Loan C Agent's resignation hereunder, the
          provisions of this Section 9 shall inure to its benefit as to any
          actions taken or omitted to be taken by it while it was acting as Term
          Loan C Agent under this Agreement and the other Loan Documents."

               (g) Section 9.9(a) of the Credit Agreement is hereby amended to
insert Section 9.9(a)(iii) as follows:

          "(iii) Cash payments of interest and amounts other than principal
          permitted on the Obligations owed to the Term Loan C Lenders shall be
          made by the Borrowers to the Administrative Agent on behalf of the
          Term Loan C Agent and the Term Loan C Lenders. The Administrative
          Agent shall advise each Term Loan C Lender by telephone, or telecopy
          of the amount of such Term Loan C Lender's Pro Rata Share of
          principal, interest and Fees paid for the benefit of Term Loan C
          Lenders with respect to each applicable Term Loan C on each Settlement
          Date in which any amounts are paid on the Obligations owed to the Term
          Loan C Lenders. Provided that each Term Loan C Lender has funded all
          payments, draws or Advances required to be made by it and has
          purchased all participations required to be purchased by it under this
          Agreement and the other Loan Documents as of such Settlement Date,
          Administrative Agent shall pay to each Term Loan C Lender such Term
          Loan C Lender's Pro Rata Share of principal, interest and Fees paid by
          Borrowers since the previous Settlement Date for the benefit of such
          Term Loan C Lender on the Term Loans C held by it. To the extent that
          any Term Loan C Lender (a "Term Loan C Non Funding Lender") has failed
          to fund all such payments, draws and Advances or failed to fund the
          purchase of all such participations, Administrative Agent shall be
          entitled to set off the funding short fall against that Term Loan C
          Non Funding Lender's Pro Rata Share of


                                      -15-

<PAGE>

          all payments received from Borrowers. Such payments shall be made by
          wire transfer to such Term Loan C Lender's account (as specified by
          such Term Loan C Lender in Annex H or the applicable Assignment
          Agreement) not later than 2:00 p.m. (New York time) on the next
          Business Day following each Settlement Date."

               (h) Section 9.9(c) is hereby amended to add "or Term Loan C
Lender" after "a Lender" in the first line and "such Lender" in the last line of
clause (i) and after "any Lender" in the first sentence and "such Lender" in the
second sentence of clause (ii) of Section 9.9(c).

               (i) Section 9.9(d) is hereby amended to add the following at the
end of the existing section:

          "The failure of any Term Loan C Lender to advance any draw or other
          portion of the Term Loan C or to make any payment required to be made
          by it hereunder shall not relieve any other Lender or Term Loan C
          Lender of its obligations to make Advances, draws or to purchase
          participations under this Agreement but no Agent, no Lender and no
          other Term Loan C Lender shall be responsible for the failure of any
          Term Loan C Non Funding Lender to advance any draw or other portion of
          the Term Loan C or to make any other payment required hereunder.
          Notwithstanding the foregoing, provided that the conditions under
          Section 2.3(b) have been satisfied and at Borrower Representative's
          written request, (i) the Term Loan C Initial Lenders agree that they
          shall purchase, on a pro rata basis (or, if the Term Loan C Initial
          Lenders do not do so, Term Loan C Agent or a Person reasonably
          acceptable to Term Loan C Agent shall have the right to purchase),
          from any Term Loan C Non Funding Lender, and (ii) each Term Loan C Non
          Funding Lender agrees that, at Term Loan C Agent's request, it shall
          sell and assign to the Term Loan C Initial Lenders on a pro rata basis
          (or to the Term Loan C Agent or such Person, as applicable), all of
          the Term Loan C Commitments of that Term Loan C Non Funding Lender,
          together with all right, title and interest of such Term Loan C Non
          Funding Lender in and to the Term Loan C Obligations (the "Term Loan C
          Interest") as set forth herein. Each Term Loan C Non Funding Lender
          shall sell all of its Term Loan C Interest for an amount equal to the
          principal balance of all Term Loans C held by such Term Loan C Non
          Funding Lender plus the amount of accrued interest due thereon through
          the date of sale, such purchase and sale to be consummated pursuant to
          one or more executed Assignment Agreements. A Term Loan C Non Funding
          Lender shall not have any voting or consent rights under or with
          respect to any Loan Document or constitute a "Term Loan C Lender" (or
          be included in the calculation of "Requisite Term Loan C Lenders"
          hereunder) for any voting or consent rights under or with respect to
          any Loan Document."

               (j) Sections 9.9(e), (f) and (g) are deleted and replaced with
the following:

          "(e) Dissemination of Information. Administrative Agent shall use
          reasonable efforts to provide Lenders and Term Loan C Lenders with any
          notice of Default or Event of Default received by Administrative Agent
          from, or delivered by Administrative Agent to, any Credit Party, with
          notice of any


                                      -16-

<PAGE>

          Event of Default of which Administrative Agent has actually become
          aware and with notice of any action taken by Administrative Agent
          following any Event of Default; provided, that Administrative Agent
          shall not be liable to any Lender or Term Loan C Lender for any
          failure to do so, except to the extent that such failure is
          attributable to Administrative Agent's gross negligence or willful
          misconduct. Lenders and Term Loan C Lenders acknowledge that Borrowers
          are required to provide Financial Statements and Collateral Reports to
          Lenders and Term Loan C Lenders in accordance with Annexes E and F
          hereto and agree that Administrative Agent shall have no duty to
          provide the same to Lenders or Term Loan C Lenders.

          (f) Actions in Concert. Anything in this Agreement to the contrary
          notwithstanding, each Lender and Term Loan C Lender hereby agrees with
          each other Lender and Term Loan C Lender that no Lender or Term Loan C
          Lender shall take any action to protect or enforce its rights arising
          out of this Agreement, the Notes or the Term Loan C Notes (including
          exercising any rights of setoff) without first obtaining the prior
          written consent of Agents and Requisite Lenders, it being the intent
          of Lenders and Term Loan C Lenders that any such action to protect or
          enforce rights under this Agreement, the Notes and the Term Loan C
          Notes shall be taken in concert and at the direction or with the
          consent of Agents or Requisite Lenders and as provided in Section 8.2.

          (g) Co-Syndication Agents, Revolver Agent, Term Loan A Agent, Term
          Loan B Agent and Term Loan C Agent. Notwithstanding anything else to
          the contrary in this Agreement or any other Loan Document, none of the
          Syndication Agents, Revolver Agent, Term Loan A Agent, Term Loan B
          Agent or Term Loan C Agent shall have any duties or responsibilities
          in such capacities under this Agreement or any other Loan Document or
          any fiduciary duty with any Lender or any Term Loan C Lender, and no
          implied covenants, functions, responsibilities, duties, obligations or
          liabilities shall be read into this Agreement or otherwise exist
          against such Persons in such capacities."

               (k) Section 10.1 of the Credit Agreement is amended to insert",
Term Loan C Lenders" after (i) "Lenders" in the first sentence, and (ii) after
"Agents" in each of the second, third and fourth sentences.

               (l) Section 11.1 of the Credit Agreement is hereby amended by
adding ", any Term Loan C Lender" after "any Agent".

               (m) Section 11.2(b) of the Credit Agreement is deleted and
replaced with the following:

          "(b) No amendment, modification, termination or waiver shall, unless
          in writing and signed by each Agent and each Lender directly affected
          thereby or, to the extent expressly set forth below, each Term Loan C
          Lender directly affected thereby:

          (i) (A) increase the principal amount of any Lender's Commitment
          without the consent of such Lender (which action shall be deemed only
          to affect those Lenders whose Commitments are increased and may be
          approved


                                      -17-

<PAGE>

          by Requisite Lenders, including those Lenders whose Commitments are
          increased), or (B) increase the principal amount of any Term Loan C
          Lender's Term Loan C Commitment without the consent of such Term Loan
          C Lender (which action shall be deemed only to affect those Term Loan
          C Lenders whose Commitments are increased and may be approved by
          Requisite Term Loan C Lenders, including those Term Loan C Lenders
          whose Term Loan C Commitments are increased);

          (ii) reduce the principal of, rate of interest on or Fees payable with
          respect to any Loan or Letter of Credit Obligations of any affected
          Lender;

          (iii) reduce the principal of, rate of interest on, Fees payable with
          respect to the Term Loan C or alter, amend or modify the provisions of
          Section 1,22 without the consent of any affected Term Loan C Lender;

          (iv) extend any scheduled payment date (other than payment dates of
          mandatory prepayments under Section 1.3(b)(ii)-(iv)) or final maturity
          date of the principal amount of any Loan of any affected Lender;

          (v) waive, forgive, defer, extend or postpone any payment of interest
          or Fees as to any affected Lender or Term Loan C Lender;

          (vi) release any Guaranty or, except as otherwise permitted herein or
          in the other Loan Documents, release, subordinate any Lien on, or
          permit any Credit Party to sell or otherwise dispose of, any
          Collateral with a value exceeding $5,000,000 in the aggregate (which
          action shall be deemed to directly affect all Lenders);

          (vii) change the percentage of the Commitments or of the aggregate
          unpaid principal amount of the Loans that shall be required for
          Lenders or any of them to take any action hereunder;

          (viii) change the percentage of the Term Loan C Commitments or of the
          aggregate unpaid principal amount of the Term Loans C that shall be
          required for Term Loan C Lenders or any of them to take any action
          hereunder; and

          (vii) amend or waive the provisions of this Section 11.2 that directly
          affect such Lenders or Term Loan C Lenders or the definitions of the
          terms "Requisite Lenders", "Requisite Revolving Lenders", "Requisite
          Term Loan A Lenders", "Requisite Term Loan B Lenders", or "Requisite
          Term Loan C Lenders" insofar as such definitions directly affect such
          Lender or Term Loan C Lender or the substance of this Section 11.2
          with respect thereto.

          Furthermore, no amendment, modification, termination or waiver
          affecting the rights or duties of any Agent or L/C Issuer under this
          Agreement or any other Loan Document shall be effective unless in
          writing and signed by such Agent or L/C Issuer, as the case may be, in
          addition to Lenders or Term Loan C Lenders required hereinabove to
          take such action. Each amendment, modification, termination or waiver
          shall be effective only in the specific instance and for the specific
          purpose for which it was given. No amendment, modification,
          termination or waiver shall be required for Collateral Agent to


                                      -18-

<PAGE>

          take additional Collateral pursuant to any Loan Document. No
          amendment, modification, termination or waiver of any provision of any
          Note or Term Loan C Note shall be effective without the written
          concurrence of the holder of that Note or Term Loan C Note. No notice
          to or demand on any Credit Party in any case shall entitle such Credit
          Party or any other Credit Party to any other or further notice or
          demand in similar or other circumstances. Any amendment, modification,
          termination, waiver or consent effected in accordance with this
          Section 11.2 shall be binding upon each holder of the Notes and Term
          Loan C Notes at the time outstanding and each future holder of the
          Notes and Term Loan C Notes.

               (n) Section 11.2(d) of the Credit Agreement is deleted in its
entirety and replaced by the following:

          "(d) In connection with any Proposed Change requiring the consent of
          Requisite Revolving Lenders or Revolving Lenders, as applicable, if
          the consent of the Requisite Term Loan A Lenders and the Term Loan A
          Agent has been obtained, but the consent of the Requisite Revolving
          Lenders or the Revolving Lenders, as applicable, has not been
          obtained, the Term Loan A Lenders (or any of them) shall have the
          option, upon written notice to Revolving Agent and the Term Loan A
          Agent (the "Revolving Purchase Notice"), to purchase all, but not less
          than all, of the Obligations owing to and Commitments of the Revolving
          Lenders whose consent is not obtained (the "Non-Consenting Revolving
          Lenders") (other than contingent indemnification and reimbursement
          obligations for which no claim has been made). The Revolving Purchase
          Notice shall be irrevocable once given, shall indicate which Term Loan
          A Lenders (the "Purchasing Term Loan A Lenders") shall be purchasing
          the Obligations and Commitments of the Non-Consenting Revolving
          Lenders and shall specify the date upon which the purchase shall be
          effected. On the date specified by the Purchasing Term Loan A Lenders
          in the Revolving Purchase Notice (which shall not be less than five
          (5) business days, nor more than ten (10) business days after the
          receipt by Revolving Agent and Term Loan A Agent of the Revolving
          Purchase Notice), the Non-Consenting Revolving Lenders shall sell to
          the Purchasing Term Loan A Lenders, and the Purchasing Term Loan A
          Lenders shall purchase from the Non-Consenting Revolving Lenders, all
          Obligations of such Non-Consenting Revolving Lenders (other than
          contingent indemnification and reimbursement obligations for which no
          claim has been made) and all Commitments of such Non-Consenting
          Revolving Lenders as set forth in this Section 11.2(d). Upon the date
          of such purchase and sale, the Purchasing Term Loan A Lenders shall
          (i) pay to Administrative Agent, on behalf of the Revolving Agent and
          Non-Consenting Revolving Lenders, as the purchase price therefore the
          full amount of all Revolving Obligations then outstanding and unpaid
          to such Non-Consenting Revolving Lenders (including principal,
          interest, fees and expenses, including reasonable attorneys' fees and
          legal expenses but excluding any contingent indemnity obligations),
          (ii) if all Revolving Lenders are Non-Consenting Revolving Lenders, or
          if Administrative Agent is a Non-Consenting Revolving Lender, furnish
          or cause to be furnished to Administrative Agent, on behalf of the
          applicable Non-Consenting Revolving Lenders, cash collateral, or
          back-to-back letters of credit in form and


                                      -19-

<PAGE>

          substance and from an issuer reasonably satisfactory to Administrative
          Agent, in an aggregate amount equal to 105% of the aggregate undrawn
          face amount of any issued and outstanding letters of credit provided
          by any Non-Consenting Revolving Lender (or any issued and outstanding
          letters of credit that Administrative Agent has arranged to be
          provided by third parties pursuant to this Agreement) to any Borrower
          or any other Credit Party and, in any event, use commercially
          reasonable efforts to cause all such letters of credit to be canceled
          or otherwise terminated within thirty (30) days after the date
          specified by the Purchasing Term Loan A Lenders in the Revolving
          Purchase Notice (provided, however, that Administrative Agent shall
          continue to receive the fees and expenses set forth in clause (d) of
          Annex B in respect of such letters of credit for such thirty (30) day
          period), and (iii) agree to reimburse the Non-Consenting Revolving
          Lenders by paying to Administrative Agent for the account of the
          Non-Consenting Revolving Lenders on demand after the date of such
          purchase and sale an amount equal to any loss, cost, damage or expense
          (including reasonable attorneys' fees and legal expenses) in
          accordance with the terms of the Loan Documents, that were incurred
          (x) in such thirty (30) day period in connection with any commissions,
          fees, costs or expenses paid or incurred by any Non-Consenting
          Revolving Lenders related to any issued and outstanding letters of
          credit as described above and (y) within one hundred (100) days after
          the date specified by the Purchasing Term Loan A Lenders in the
          Revolving Purchase Notice in connection with any checks or other
          payments provisionally credited to the Obligations sold by the
          Non-Consenting Revolving Lenders, and/or as to which the
          Non-Consenting Revolving Lenders have not yet received final payment.
          Such purchase price and cash collateral shall be remitted by wire
          transfer in federal funds to such bank account of Administrative Agent
          as Administrative Agent may designate in writing to the Purchasing
          Term Loan A Lenders for such purpose. Interest shall be calculated to
          but excluding the business day on which such purchase and sale shall
          occur if the amounts so paid by the Purchasing Term Loan A Lenders to
          the bank account designated by Administrative Agent are received in
          such bank account prior to 1:00 p.m. (New York time). Such purchase
          shall be made pursuant to an Assignment Agreement. Upon consummation
          of such purchase, the Purchasing Term Loan A Lenders shall be deemed
          to have assumed all Commitments of such Non-Consenting Revolving
          Lenders and such Non-Consenting Revolving Lenders shall no longer be
          obligated to extend credit hereunder to or for the benefit of
          Borrowers."

               (o) The Credit Agreement is amended to add the following new
Section 11.20:

          11.20 Syndication of Term Loan C. Morgan Stanley agrees that it shall
offer to the Term Loan B Lenders under the Credit Agreement (other than Morgan
Stanley and its affiliates) the opportunity to become a Term Loan C Lender;
provided, that (a) any Term Loan B Lender that elects to participate in the Term
Loan C shall be required to provide its Term Loan C Commitments on or prior to
the date that the Term Loan C Bankruptcy Court Order is entered, and (b) the
syndication shall be on a pro rata basis."


                                      -20-

<PAGE>

               (p) Section 12.1 is amended to add ", Term Loan C Lenders" after
"Agents" in (i) the first sentence, second line, (ii) the first sentence, fifth
line, (iii) the second line of clause (b), and (iv) the second line of clause
(c).

               (q) Section 12.2 is amended to add ", Term Loan C Lenders" (i)
after "Agents" in the first sentence, third line, (ii) after "Agent" in the
second sentence, sixth line, and (iii) after "Agents in the last line.

               (r) Section 12.3 is amended to add ", Term Loan C Lenders" after
"Agents" in the second line and the fourth line.

               (s) Section 12.4 is amended to add ", Term Loan C Lenders" after
"Agents" in the second sentence, sixth line and the second sentence, eighth
line.

               (t) Section 12.5 is deleted in its entirety and replaced with the
following:

     "12.5 Election of Remedies. If any Agent or any Lender may, under
applicable law, proceed to realize its benefits under any of the Loan Documents
giving such Agent, such Lender or such Term Loan C Lender a Lien upon any
Collateral, whether owned by any Borrower or by any other Person, either by
judicial foreclosure or by non-judicial sale or enforcement, any Agent, any
Lender or any Term Loan C Lender may, at its sole option, determine which of its
remedies or rights it may pursue without affecting any of its rights and
remedies under this Section 12. but shall do so solely with the prior written
consent of the Collateral Agent If, in the exercise of any of its rights and
remedies, any Agent, any Lender or any Term Loan C Lender shall forfeit any of
its rights or remedies, including its right to enter a deficiency judgment
against any Borrower or any other Person, whether because of any applicable laws
pertaining to "election of remedies" or the like, each Borrower and each other
Credit Party hereby consents to such action by such Agent, such Lender or such
Term Loan C Lender and waives any claim based upon such action, even if such
action by such Agent, such Lender or such Term Loan C Lender shall result in a
full or partial loss of any rights of subrogation that any such Borrower or
Credit Party might otherwise have had but for such action by such Agent, such
Lender or such Term Loan C Lender. Any election of remedies that results in the
denial or impairment of the right of any Agent, any Lender or any Term Loan C
Lender to seek a deficiency judgment against any Borrower or any other Credit
Party shall not impair any other Borrower's or Credit Party's obligation to pay
the full amount of the Obligations. In the event any Agent, on behalf of the
Lenders and/or the Term Loan C Lenders, shall bid at any foreclosure or
trustee's sale or at any private sale permitted by law or the Loan Documents,
such Agent may bid all or less than the amount of the Obligations and the amount
of such bid need not be paid by such Agent but shall be credited against the
Obligations in accordance with the provisions of this Agreement. The amount of
the successful bid at any foreclosure, trustee's or private sale, whether any
Agent, any Lender, any Term Loan C Lender or any other Person is the successful
bidder, shall be conclusively deemed to be the fair market value of the
Collateral and the difference between such bid amount and the remaining balance
of the Obligations shall be conclusively deemed to be the amount of the
Obligations guaranteed under this Section 12. notwithstanding that any present
or future law or court decision or ruling may have the effect of reducing the
amount of any deficiency claim to which any Agent, any Lender or any Term Loan C
Lender might otherwise be entitled but for such bidding at any such sale."


                                      -21-

<PAGE>

               (u) Section 12.6(a) is amended to add "or Term Loans C" after
"Loans" in the first line and Section 12.6(b) is amended to add ", Term Loan C
Lenders" after "Agents" in the first line.

               (v) Section 12.7(a) is amended to add "or Term Loans C" after
"Loans" in the parenthetical in the first sentence, second line.

               (w) Section 12.7(c) is amended to add "or Term Loans C" after
"Loans" in the second sentence, fifth line.

               (x) Section 12.8 is amended to add ", Term Loan C Lenders" after
"Agent" in the first sentence, second line.

               (y) Section 12.9(a) is amended to add ", Term Loan C Lenders"
after "Agents" in the sixth line and in the seventh line. Section 12.9(b) is
amended to add "and Term Loan C Lenders" after "Lenders" in the first line.
Section 12.9(c) is amended to add "and Term Loan C Lenders" after "Lenders" in
clause (i), first line, in clause (ii) in both the fifth and eighth lines, and
in clause (iii) in both the sixth and eighth lines. Section 12.9(d) is hereby
amended to add ", any Term Loan C Lender" after "any Lender" in the first line.

               (z) Annex A (Recitals) to Credit Agreement, Definitions.

                    (i) Annex A to the Credit Agreement is hereby amended by
inserting the following definitions in appropriate alphabetical order:

          "Eligible Rolling Stock Depreciation Reserve" means a reserve against
Borrowing Availability in an amount equal to the Net Depreciation with respect
to all Eligible Rolling Stock, calculated on a monthly basis cumulatively from
and after the date of the most recent appraisal conducted by the Revolver Agent
on such Eligible Rolling Stock, which amount will be set forth in each Borrowing
Base Certificate and which reserve will be reset at zero upon obtaining a new
appraisal valuing such Eligible Rolling Stock and calculating the Revolver
Borrowing Base based thereon.

          "Fifth Amendment" means the Fifth Amendment to this Agreement dated as
of June __, 2006 among the Borrowers, other Credit Parties, Agents, Lenders and
Term Loan C Lenders party thereto.

          "Fifth Amendment Effective Date" means the first date upon which all
conditions precedent to the effectiveness of the Fifth Amendment have been
satisfied or waived.

          "Net Depreciation" means an amount, determined in accordance with
GAAP, equal to (a) 80% of the depreciation expense with respect to the Rolling
Stock for a fiscal period, less (b) the sum of (i) 30% of the cash capital
expenditures during such fiscal period for the purchase of new replacement
engines included in Eligible Rolling Stock and (ii) 60% of the cash capital
expenditures during such fiscal period for the purchase of remanufacturing rigs,
in the case of each of clause (i) and (ii), in amounts consistent with the
Borrowers' historical practices."

          "Notice of Term Loan C Draw" is a notice of borrowing from the
Administrative Borrower requesting a draw under the Term Loan C.


                                      -22-
<PAGE>

          "Priority DIP Obligations" means the Obligations owed to the Revolving
Lenders, the Swing Line Lenders, the Term Loan A Lenders, the Term Loan B
Lenders and the Agents on account of the Revolving Loans, the Swing Line Loans,
the Term A Loans and the Term B Loans, including, without limitation, all
principal, accrued interest, fees, expenses and other Lender Group Expenses
associated therewith.

          "Requisite Term Loan C Lenders" means, collectively, (a) Term Loan C
Agent and (b) Term Loan C Lenders having (i) more than 50% of the Term Loan C
Commitments of the Term Loan C Lenders, or (ii) if the Term Loan C Commitments
have been terminated, more than 50% of the aggregate principal amount of the
Term Loan C.

          "Term Loan C" has the meaning assigned to it in Section 1.3(b)(iv)(1).

          "Term Loan C Agent" means Morgan Stanley, in its capacity as agent for
the Term Loan C Lenders, or its successors appointed pursuant to Section 9.7.

          "Term Loan C Bankruptcy Court Order" has the meaning assigned to it in
Section 2.3(i).

          "Term Loan C Commitment" means (a) as to any Lender with a Term Loan C
Commitment, the commitment of such Lender to make its Pro Rata Share of the Term
Loan Commitment Amount as set forth on Annex J to the Agreement or in the most
recent Assignment Agreement executed by such Lender, and (b) as to all Lenders
with a Term Loan C Commitment, the Term Loan C Commitment Amount. After
advancing the Term Loan C in full or the termination of the Term Loan C
Commitments, each reference to a Lender's Term Loan C Commitment shall refer to
that Lender's Pro Rata Share of the outstanding Term Loan C.

          "Term Loan C Commitment Amount" means Thirty Million Dollars
($30,000,000).

          "Term Loan C Effective Date" means the first date upon which all
conditions precedent to the effectiveness of the Term Loan C Commitments as
specified in Section 2.3(a) have been satisfied or waived.

          "Term Loan C Event of Default" has the meaning assigned to it in
Section 8.4.

          "Term Loan C Initial Draw" has the meaning assigned to it in Section
2.3(i).

          "Term Loan C Initial Lenders" means Morgan Stanley.

          "Term Loan C Interest" has the meaning assigned to it in Section
9.1(h).

          "Term Loan C Lender" means each of the Term Loan C Initial Lenders and
each other Lender having a Term Loan C Commitment in accordance with the terms
of this Credit Agreement.

          "Term Loan C Loan Documents" has the meaning assigned to it in Section
2.3(a)(i).

          "Term Loan C Note" has the meaning assigned to it in Section 1.1.


                                      -23-

<PAGE>

          "Term Loan C Obligations" means the Obligations owed to the Term Loan
C Lenders on account of the Term Loan C, including, without limitation, all
principal, accrued interest, fees and expenses associated therewith.

          "Term Loan C Offer Notice" has the meaning assigned to it in Section
9.1(h).

          "Term Loan C Loan Documents" has the meaning assigned to it in Section
2.3.

               (aa) Annex A (Recitals) to Credit Agreement, Definitions of the
Credit Agreement is amended further as follows:

                    (i) The definition of Agents is amended to add ",the Term
Loan C Agent" after "the Term Loan B Agent".

                    (ii) The definition of "Commitment Termination Date" is
hereby deleted and replaced in its entirety with the following:

          "Commitment Termination Date" means the earliest of (a) (i) with
respect to the Revolving Loans only, February 7, 2007 or such later date as may
be agreed by the Revolving Lenders, and (ii) with respect to Term Loans A, Term
Loans B and Term Loans C, June 30, 2007, (b) the date of termination of
Revolving Lenders' obligations to make Advances and to incur Letter of Credit
Obligations or permit existing Loans to remain outstanding pursuant to Section
8.2(b), (c) the date of repayment in full in cash by Borrowers of the
Obligations, and the cancellation and return (or stand-by guarantee) of all
Letters of Credit or the cash collateralization of all Letter of Credit
Obligations pursuant to Annex B, and the permanent reduction of all Commitments
and Term Loan C Commitments to zero dollars ($0), (d) the date a plan of
reorganization confirmed in the Chapter 11 Cases becomes effective that does not
provide for the payment in full of all amounts owed to Agents, Lenders and Term
Loan C Lenders under this Agreement and the other Loan Documents on such
effective date, (e) the date of the closing of a sale of all or substantially
all of any Borrowers' assets pursuant to Section 363 of the Bankruptcy Code, a
confirmed plan of reorganization or a liquidation pursuant to Chapter 7 of the
Bankruptcy Code, and (f) the effective date of a plan of reorganization or
arrangement in the Chapter 11 Cases.

                    (iii) The definition of "Fees" is amended to add "any Term
Loan C Lender" after "Agent" and before "any Lender".

                    (iv) The definition of "Loan Documents" is amended to add
 "Term Loan C Loan Documents" after "the Fee Letter".

                    (v) The definition of "Obligations" is amended to add ", any
Term Loan C Lender" after "any Agent" and before "or any Lender" in the first
sentence.

                    (vi) The definition of "Pro Rata Share" is deleted in its
entirety and replaced by the following:

                    "Pro Rata Share" means with respect to all matters relating
          to any Lender or any Term Loan C Lender, (a) with respect to the
          Revolving Loan, the percentage obtained by dividing (i) the Revolving
          Loan Commitment of that Lender by (ii) the aggregate Revolving Loan


                                      -24-

<PAGE>

          Commitments of all Lenders, (b) with respect to the Term Loan A, the
          percentage obtained by dividing (i) the Term Loan A Commitment of that
          Lender by (ii) the aggregate Term Loan A Commitments of all Lenders,
          (c) with respect to the Term Loan B, the percentage obtained by
          dividing (i) the Term Loan B Commitment of that Lender by (ii) the
          aggregate Term Loan B Commitments of all Lenders, as any such
          percentages may be adjusted by assignments permitted pursuant to
          Section 9.1, (d) with respect to the Term Loan C (i) prior to the
          occurrence of a Term Loan C Event of Default, the percentage obtained
          by dividing (A) the Term Loan C Commitment of that Term Loan C Lender
          by (B) the aggregate Term Loan C Commitments of all Term Loan C
          Lenders, and (ii) after the occurrence of a Term Loan C Event of
          Default, the percentage obtained by dividing (A) the aggregate
          outstanding principal balance of the Term Loans C held by a Term Loan
          C Lender by (B) the outstanding principal balance of the Term Loans C
          held by all Term Loan C Lenders, (e) with respect to all Loans, the
          percentage obtained by dividing (i) the aggregate Commitments of that
          Lender by (ii) the aggregate Commitments of all Lenders, and (f) with
          respect to all Loans and Term Loans C on and after the Commitment
          Termination Date, the percentage obtained by dividing (i) the
          aggregate outstanding principal balance of the Loans and Term Loan C
          held by that Lender and Term Loan C Lender, by (ii) the outstanding
          principal balance of the Loans held by all Lenders and Term Loan C
          Lenders.

                    (vii) The definition of "Requisite Lenders" is deleted in
its entirety and replaced by the following:

          "Requisite Lenders" means, collectively, (a) Requisite Revolving
          Lenders, (b) Requisite Term Loan A Lenders and (c) Requisite Term B
          Lenders, provided that solely in the case of any amendment,
          modification, termination or waiver of the Term Loan C Events of
          Default, such term shall include the Term Loan C Lenders."

                    (viii) The definition of "Security Agreement" is deleted in
its entirety and replaced by the following:

          "Security Agreement" means the Security Agreement executed and
          delivered pursuant to Section 5.11, and entered into by and among
          Collateral Agent, on behalf of Agents, Lenders and Term Loan C
          Lenders, and each Credit Party that is a signatory thereto, as
          amended.

                    (ix) The definition of "Termination Date" is hereby amended
to add "and Term Loan C" after "Loans" in clause (a) thereof.

          11. Disclosure Schedule 3.15 (Intellectual Property) is amended to
delete the "Delvan" trademark.

          12. Representations and Warranties. To induce the Agents and Lenders
to enter into this Fifth Amendment, each of the Credit Parties executing this
Fifth Amendment, jointly and severally, makes the following representations and
warranties:


                                      -25-

<PAGE>

               (a) Subject to the approval of the Bankruptcy Court and, as
applicable, the Canadian Court, the execution, delivery and performance by such
Credit Party of this Fifth Amendment: (i) are within such Credit Party's power;
(ii) have been duly authorized by all necessary corporate, limited liability
company or limited partnership action; (iii) do not contravene any provision of
such Credit Party's charter, bylaws or partnership or operating agreement as
applicable; (iv) do not violate any law or regulation, or any order or decree of
any court or Governmental Authority; (v) do not conflict with or result in the
breach or termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which such Credit Party is a
party or by which such Credit Party or any of its property is bound; (vi) do not
result in the creation or imposition of any Lien upon any of the property of
such Credit Party; and (vii) do not require the consent or approval of any
Governmental Authority or any other Person other than the Bankruptcy Court and,
as applicable, the Canadian Court.

               (b) This Fifth Amendment has been duly executed and delivered by
or on behalf of such Credit Party.

               (c) Subject to the approval of the Bankruptcy Court and, as
applicable, the Canadian court, each of this Fifth Amendment and the Credit
Agreement constitutes a legal, valid and binding obligation of such Credit
Party, enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws relative to or affecting the
enforcement of creditors' rights generally in effect from time to time and by
general principles of equity.

               (d) No Default or Event of Default has occurred and is continuing
after giving effect to this Fifth Amendment.

               (e) Other than the commencement of the Chapter 11 Cases, no
action, claim, lawsuit, demand, investigation or proceeding is now pending or,
to the knowledge of such Credit Party, threatened against such Credit Party,
before any Governmental Authority or before any arbitrator or panel of
arbitrators, (i) that challenges such Credit Party's right or power to enter
into or perform any of its obligations under this Amendment or the other Loan
Documents to which it is a party, or the validity or enforceability of any Loan
Document or any action taken thereunder, or (ii) that has a reasonable risk of
being determined adversely to any Credit Party and that, if so determined, would
reasonably be expected to have a Material Adverse Effect.

               (f) The representations and warranties of such Credit Party
contained in the Credit Agreement and each other Loan Document, as amended in
accordance with the terms of the applicable agreement, shall be true and correct
on and as of the Fifth Amendment Effective Date with the same effect as if such
representations and warranties had been made on and as of such date, except to
the extent that such representation or warranty expressly relates to an earlier
date and except for changes therein permitted or contemplated by this Agreement.

               (g) As of the date of this Fifth Amendment, $-0- is outstanding
as Protective Overadvances.


                                      -26-

<PAGE>

          13. No Other Consents/Waivers. Except as expressly provided herein,
(a) the Credit Agreement shall be unmodified and shall continue to be in full
force and effect in accordance with its terms, (b) this Fifth Amendment shall
not be deemed a waiver of any term or condition of the Credit Agreement or any
other Loan Document, and (iii) this Fifth Amendment shall not be deemed an
agreement to forbear with respect to any right or remedy which the Agents, the
Lenders or the Term Loan C Lenders may now have or may have in the future under
the Credit Agreement or any other Loan Document, at law, in equity or otherwise.
No Agent, no Lender and no Term Loan C Lender shall by virtue of any action or
omission be deemed to have altered or prejudiced any rights or remedies which
any Agent, any Lender or any Term Loan C Lender may now have or may have in the
future under or in connection with the Credit Agreement, any other Loan Document
or any of the instruments or agreements referred to therein, in each case as the
same may be amended from time to time.

          14. Outstanding Indebtedness; Waiver of Claims. The Credit Parties
hereby acknowledge and agree that as of June 29, 2006, the aggregate outstanding
principal amount of the (i) Revolving Loans (including the outstanding Letter of
Credit Obligations) is $82,364,611.50, (ii) Term Loan A is $20,000,000 and (iii)
Term Loan B is $80,000,000 (collectively, the "Outstanding Obligations"), and
that such principal amounts are payable pursuant to the Credit Agreement without
defense, offset, withholding, counterclaim or deduction of any kind. Each of the
Credit Parties hereby waives, releases, remises and forever discharges Agents,
the Lenders, the Term Loan C Lenders and each other Indemnified Person from any
and all claims, suits, actions, investigations, proceedings or demands arising
out of or in connection with the Credit Agreement (collectively, "Claims"),
whether based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute or common law of any kind or character, known or
unknown, which such Credit Parties ever had, now has or might hereafter have
against Agents, the Lenders or the Term Loan C Lenders which relates, directly
or indirectly, to any acts or omissions of Agents, the Lenders, the Term Loan C
Lenders or any other Indemnified Person on or prior to the date hereof; provided
that, Credit Parties do not waive any Claim solely to the extent such Claim
relates to such Agent's, such Lender's, such Term Loan C Lender's or such
Indemnified Person's gross negligence or willful misconduct.

          15. Expenses. Borrowers hereby agree to pay to each of the Agents all
reasonable costs, fees and expenses invoiced and owing (including, without
limitation, reasonable fees of counsel to the Agents) incurred in the
negotiation, preparation, execution and delivery of this Fifth Amendment and all
other documents and instruments delivered in connection herewith.

          16. Effectiveness. This Fifth Amendment shall become effective as of
the date hereof (the "Fifth Amendment Effective Date") only upon satisfaction in
full in the judgment of Administrative Agent of each of the following
conditions:

               (a) Amendment. Administrative Agent shall have received ten (10)
original copies (or facsimile copies to be promptly followed by originals) of
this Fifth Amendment duly executed and delivered by Credit Parties and the
Requisite Lenders. Delivery of an executed counterpart of this forbearance
letter by facsimile shall be equally as effective as delivery of an original
executed counterpart of this forbearance letter. Any party delivering an
executed counterpart of this forbearance letter, also shall deliver an original
executed counterpart of this forbearance letter, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this forbearance letter.


                                      -27-

<PAGE>

               (b) Payment of Expenses. Borrowers shall have paid to Agents all
reasonable costs, fees and expenses invoiced and owing in connection with this
Fifth Amendment and the other Loan Documents.

               (c) Representations and Warranties. The representations and
warranties of or on behalf of the Credit Parties in this Fifth Amendment shall
be true and correct on and as of the Fifth Amendment Effective Date.

          17. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          18. Counterparts. This Fifth Amendment may be executed by the parties
hereto on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

                            (SIGNATURE PAGE FOLLOWS)


                                      -28-

<PAGE>

          IN WITNESS WHEREOF, this Fifth Amendment has been duly executed as of
the date first written above.

                                        BORROWERS:

                                        ALLIED HOLDINGS, INC.


                                        By: /s/ THOMAS DUFFY
                                            ------------------------------------
                                        Name: THOMAS DUFFY
                                        Title: EXECUTIVE VICE PRESIDENT


                                        ALLIED SYSTEMS, LTD. (L.P.)


                                        By: /s/ THOMAS DUFFY
                                            ------------------------------------
                                        Name: THOMAS DUFFY
                                        Title: EXECUTIVE VICE PRESIDENT

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        LENDERS:

                                        GENERAL ELECTRIC CAPITAL CORPORATION, as
                                        Administrative Agent, Collateral Agent,
                                        Revolver Agent and Lender


                                        By: /s/ DONALD J. CAVANAGH
                                            ------------------------------------
                                        Name: DONALD J. CAVANAGH
                                        Title: DULY AUTHORIZED SIGNATORY

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        CITIGROUP/BUSINESS CREDIT, INC., as
                                        Lender,


                                        By: /s/ JANG S KIM
                                            ------------------------------------
                                        Name: JANG S KIM
                                        Title: VP

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        MORGAN STANLEY SENIOR FUNDING, INC., as
                                        Term Loan A Agent, Term Loan B Agent,
                                        Term Loan C Agent, co-Syndication Agent,
                                        Lender and as a Term Loan C Initial
                                        Lender


                                        By: /s/ Jason Colodne
                                            ------------------------------------
                                        Name: Jason Colodne
                                        Title: VP

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        MERRILL LYNCH CAPITAL, A DIVISION OF
                                        MERRILL LYNCH BUSINESS FINANCIAL
                                        SERVICES INC., as Lender,


                                        By: /s/ Edward Shuster
                                            ------------------------------------
                                        Name: Edward Shuster
                                        Title: Assistant Vice President

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        SMBC DIP LIMITED, as Lender,


                                        By: /s/ Susumu Ogawa
                                            ------------------------------------
                                        Name: Susumu Ogawa
                                        Title: Director

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        TEXTRON FINANCIAL CORPORATION,
                                        as Lender,


                                        BY: /s/ Ralph J. Infante
                                            ------------------------------------
                                        NAME: Ralph J. Infante
                                        TITLE: Senior Vice President

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        MARATHON STRUCTURED FINANCE FUND, L.P.,
                                        as Lender


                                        BY: /s/ Gary L. Lembo
                                            ------------------------------------
                                        Name: Gary L. Lembo
                                        Title: Director

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        BLACK DIAMOND CLO 2005-2 LTD.
                                        By: Black Diamond Capital Management,
                                        L.L.C. as its Collateral Manager

                                        as Lender


                                        BY: /s/ James J. Zenni, Jr.
                                            ------------------------------------
                                        Name: James J. Zenni, Jr.
                                        Title: President & Managing Partner
                                        Black Diamond Capital Management, L.L.C.

      [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                        FORTRESS CREDIT FUNDING I LP,
                                        BY: FORTRESS CREDIT FUNDING I GP LLC,
                                        its general partner, as Lender


                                        By: /s/ CONSTANTINE DAKOLIAS
                                            ------------------------------------
                                        Name: CONSTANTINE DAKOLIAS
                                        Title: CHIEF CREDIT OFFICER

<PAGE>

     The following Persons are signatory to this Fifth Amendment in their
capacity as Credit Parties and not as the Borrowers.

                                        ACE OPERATIONS, LLC
                                        AH INDUSTRIES INC.
                                        ALLIED AUTOMOTIVE GROUP, INC.
                                        ALLIED FREIGHT BROKER LLC
                                        ALLIED SYSTEMS (CANADA) COMPANY
                                        AXIS ARETA, LLC
                                        AXIS CANADA COMPANY
                                        AXIS GROUP, INC.
                                        AXIS NETHERLANDS, LLC
                                        COMMERCIAL CARRIERS, INC
                                        CORDIN TRANSPORT LLC
                                        CT SERVICES, INC.
                                        F.J. BOUTELL DRIVEAWAY LLC
                                        GACS INCORPORATED
                                        LOGISTIC SYSTEMS, LLC
                                        LOGISTIC TECHNOLOGY, LLC
                                        QAT, INC.
                                        RMX LLC
                                        TERMINAL SERVICES LLC
                                        TRANSPORT SUPPORT LLC


                                        By: /s/ THOMAS DUFFY
                                            ------------------------------------
                                        Name: THOMAS DUFFY
                                        Title: EXECUTIVE VICE PRESIDENT

     [Signature Page for Consent and 5th Amendment to Credit Agreement and
                                 Loan Documents]

<PAGE>

                                   SCHEDULE A

                           SPECIFIED EVENTS OF DEFAULT

1.   Section 6.10 and Annex G, clause (c) of the Credit Agreement. Minimum
     EBITDA as of the last day of the 12-month period ended on each of December
     31, 2005, January 31, 2006 and February 28, 2006 was less than $40,535,000,
     $40,350,000 and $38,972,000, respectively.

2.   Section 6.10 and Annex G, clause (d) of the Credit Agreement. The Maximum
     Leverage Ratio as of the last day of the 12-month period ended on each of
     December 31, 2005, January 31, 2006 and February 28, 2006 was greater than
     4.4:1.0, 4.7:1.0 and 4.9:1.0, respectively.

3.   Section 6.10 and Annex G, clause (b) of the Credit Agreement. The Minimum
     Fixed Charge Coverage Ratio as of the last day of the 12-month period ended
     on each of December 31, 2005 and January 31, 2006 was less than 0.62:1.0.

4.   Section 6.1 of the Credit Agreement. The formation of Axis Operadora
     Mexico, S.A. de C.V., Axis Operadora Guadalajara, S.A. de C.V., Axis
     Operadora Monterrey, S.A. de C.V., Axis Traslados, S. de R.L. de C.V., four
     subsidiaries that have no assets or liabilities, and were organized under
     the laws of Mexico.