<PAGE>
                                                                 Exhibit 4.3(g)

                                                               EXECUTION VERSION

              SEVENTH AMENDMENT AND CONSENT TO FINANCING AGREEMENT

            SEVENTH AMENDMENT AND CONSENT TO FINANCING AGREEMENT, dated as of
July 11, 2005 (this "Amendment"), to the Amended and Restated Financing
Agreement, dated as of September 4, 2003, as amended by the First Amendment to
Financing Agreement, dated as of November 23, 2004, the Second Amendment to
Financing Agreement, dated as of April 13, 2005, the Third Amendment and Consent
to Financing Agreement, dated as of May 30, 2005, the Fourth Amendment and
Consent to Financing Agreement, dated as of June 22, 2005, the Fifth Amendment
and Consent to Financing Agreement, dated as of June 27, 2005, and the Sixth
Amendment and Consent to Financing Agreement, dated as of July 5, 2005 (such
agreement as amended, and as further amended, restated or otherwise modified
from time to time, being hereinafter referred to as the "Financing Agreement"),
by and among Allied Holdings, Inc., a Georgia corporation (the "Parent"), Allied
Systems, Ltd. (L.P.), a Georgia limited partnership ("Allied Systems" and
together with the Parent, each a "Borrower" and collectively, the "Borrowers"),
each subsidiary of the Parent listed as a "Guarantor" on the signature pages
thereto, the lenders from time to time party thereto (each a "Lender" and
collectively, the "Lenders"), Ableco Finance LLC, a Delaware limited liability
company, as collateral agent for the Lenders (in such capacity, the "Collateral
Agent"), and Wells Fargo Foothill, Inc., a California corporation, formerly
known as Foothill Capital Corporation, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent" and, together with the Collateral
Agent, each an "Agent" and collectively, the "Agents").

                              W I T N E S S E T H:

            WHEREAS, the Borrowers have requested that the Required Lenders
amend the Financing Agreement to modify the multiplier contained in Section
2.01(b)(iv) of the Financing Agreement for the period beginning on the date
hereof and ending on July 25, 2005 (the "Termination Date").

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and conditions hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

            1. Definitions. All terms used herein that are defined in the
Financing Agreement and not otherwise defined herein are used herein as defined
therein.

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

               "The aggregate principal amount of the Loans and Letter of Credit
               Obligations shall not at any time exceed (A) an amount equal to
               (x) three and one quarter (3.25) multiplied by (y) the
               Consolidated EBITDA of the Parent and its Subsidiaries for the
               most recently completed twelve months after giving effect, if
               any, to the pro forma adjustments set forth in Schedule
               2.01(b)(iv) or (B) the maximum principal

<PAGE>

                  amount of Indebtedness which is permitted to be incurred by
                  the Parent and its Subsidiaries under clause (i) of the second
                  paragraph of Section 4.09 of the Indenture less all
                  outstanding Capital Lease Obligations (as defined in the
                  Indenture) incurred under such clause (i), provided, however,
                  that solely for the period commencing on May 1, 2005 and
                  ending on July 25, 2005, the aggregate principal amount of the
                  Loans and Letter of Credit Obligations shall not at the end of
                  any Business Day exceed (A) an amount equal to (x) four (4.00)
                  multiplied by (y) the Consolidated EBITDA of the Parent and
                  its Subsidiaries for the most recently completed twelve months
                  after giving effect, if any, to the pro forma adjustments set
                  forth in Schedule 2.01(b)(iv) or (B) the maximum principal
                  amount of Indebtedness which is permitted to be incurred by
                  the Parent and its Subsidiaries under clause (i) of the second
                  paragraph of Section 4.09 of the Indenture less all
                  outstanding Capital Lease Obligations (as defined in the
                  Indenture) incurred under such clause (i)."

            3. Other Agreements. Without any prejudice or impairment whatsoever
to any of the rights and remedies of the Agents or the Lenders contained in the
Financing Agreement or in any other Loan Documents, the Loan Parties covenant
and agree with the Agents and the Lenders (the occurrence of, the failure to
comply with, or the inaccuracy thereof (as applicable), shall constitute an
immediate Event of Default) that:

            (a) As of the close of business on July 8, 2005, the outstanding
aggregate principal amount of the Loans is equal to $130,111,268.16 of which
$16,561,170.29 constitutes Revolving Loans, $68,550,097.87 constitutes the Term
Loans, $20,000,000 constitutes the Supplemental Term Loans and $25,000,000
constitutes the Additional Supplemental Term Loans, and the outstanding,
aggregate amount of Letter of Credit Obligations is equal to $43,695,036.45;

            (b) (i) for the period commencing on the date of this Amendment
through and including July 18, 2005 (the "First Period"), the aggregate
outstanding principal amount of Revolving Loans as of the end of each Business
Day shall not exceed the lesser of (x) the aggregate principal amount of
Revolving Loans that the Borrowers are permitted to borrow under the Financing
Agreement and (y) $26,777,000, provided, that for such period, a portion of the
availability of Revolving Loans that the Borrowers may borrow (after giving
effect to the immediately preceding clause) in an aggregate principal amount
equal to $2,659,000 (the "Professional Expense Cap") shall be reserved solely to
make payment of fees and expenses of professional advisors to the Loan Parties
who will advise the Loan Parties during an Insolvency Proceeding, whether
anticipated or actual (the "Professional Expenses"), and the Loan Parties may
make payment of such Professional Expenses in an aggregate principal amount not
exceeding the Professional Expense Cap, (ii) for the period commencing on July
19, 2005 through and including the Termination Date, the aggregate outstanding
principal amount of Revolving Loans as of the end of each Business Day shall not
exceed the lesser of (x) the

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aggregate principal amount of Revolving Loans that the Borrowers are permitted
to borrow under the Financing Agreement and (y) $24,488,000, provided, that for
such period, a portion of the availability of Revolving Loans that the Borrowers
may borrow (after giving effect to the immediately preceding clause) in an
aggregate principal amount equal to the Professional Expense Cap less the amount
of Professional Expenses actually paid by the Loan Parties pursuant to subclause
(i) of this clause 3(b) during the First Period (the "Expense Remainder") shall
be reserved solely to make payment of the Professional Expenses, and the Loan
Parties may make payment of such Professional Expenses in an aggregate amount
not exceeding the Expense Remainder, and (iii) subject to the limitations set
forth in subclauses (i) and (ii) of this clause (b), for the period commencing
from the date of this Amendment through and including the Termination Date, the
Loan Parties may pay an aggregate amount not exceeding $1,975,000 in respect of
commitment fees and working expense deposits solely to the extent the Loan
Parties enter into a binding commitment letter providing for repayment of all of
the Obligations in cash in full after the commencement of such Insolvency
Proceeding (the "Refinancing Costs");

            (c) for the period commencing on the date of this Amendment through
and including the Termination Date, the Agents and the Lenders shall have no
obligation to make any additional Loans in excess of amounts set forth in clause
(b) above, and the making of any additional Loans or other extensions of credit
to any Loan Party in excess of such amount, if any, shall be at the sole and
absolute discretion of each of the Agents and the Lenders;

            (d) commencing on the date hereof and continuing until the
Termination Date, the Letter of Credit Obligations shall not exceed
$43,695,036.45 and the Agents and the Lenders shall have no obligation to issue
or otherwise establish (or assist in establishing) any additional Letters of
Credit (including any renewals, increases in or other extensions of any existing
Letters of Credit);

            (e) for the period commencing on the date of this Amendment until
the earlier of the Termination Date and the occurrence of any Event of Default,
all of the Obligations shall accrue at a rate of interest per annum equal to the
rate of interest otherwise in effect from time to time pursuant to the terms of
the Financing Agreement plus 3.0%, or, if a rate of interest is not otherwise in
effect, interest at the highest rate specified therein for any Loan then
outstanding prior to an Event of Default plus 3.0%;

            (f) each of the following events shall constitute an additional
Event of Default under the Financing Agreement: (i) since December 31, 2004, the
occurrence of any of the following (to the extent not otherwise disclosed by the
Parent to the Agents in writing prior to July 5, 2005): any material adverse
effect on any of (A) the operations, business, assets, properties, prospects or
condition (financial or otherwise) of any Borrower or of the Loan Parties taken
as a whole, as determined by any Agent in its sole discretion or (B) the
industries, businesses or markets within which Parent or any of its Subsidiaries
or its customers operate or otherwise conduct business, in each case, as
determined by any Agent in its sole discretion, (ii) since December 31, 2004,
the occurrence of any of the following (to the extent not otherwise disclosed by
the Parent to the Agents in writing prior to July 5, 2005): any material
disruption or general adverse developments in the financial, banking or capital
markets, as determined by any Agent in its sole discretion, and (iii) any Loan
Party or any Affiliate thereof or any Person or entity claiming by or through
such Loan Party or other Person joins in, assists, cooperates or

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participates as an adverse witness (except under subpoena) in any suit or other
judicial proceeding against any Agent or Lender or any of their Affiliates
relating to the Obligations or any amounts owing in connection with or related
to any of the transactions contemplated by the Financing Agreement, this
Amendment or the other Loan Documents or any document, agreement, or instrument
executed in connection with any of the foregoing;

            (g) commencing on the date of this Amendment and through and
including the Termination Date, the Parent will, on each Business Day at the
earlier of (x) 12:00 noon (New York City time) and (y) the delivery of a Notice
of Borrowing, deliver to the Agents, a certificate from the Chief Executive
Officer, the Chief Financial Officer, the Treasurer, or any Vice President of
the Parent, certifying as to the aggregate outstanding principal amount of the
Revolving Loans and the Letter of Credit Obligations and the Term Loan, the
Supplemental Term Loan and the Additional Supplemental Term Loan, and the
payment of any Professional Expenses and Refinancing Costs, as of the end of
business on the immediately preceding Business Day, and containing such detail
and other information as any Agent may request from time to time;

            (h) the Loan Parties shall comply with all of the terms, covenants
and provisions contained in the Financing Agreement and the other Loan Documents
(subject to any applicable grace periods set forth in the Financing Agreement),
as such terms, covenants and provisions are expressly modified by this Amendment
upon the terms set forth herein; and

            (i) the Loan Parties shall at any time and from time to time execute
and deliver such further instruments and take such further action as any Agent
may reasonably request to effect the purposes of this Amendment, the Financing
Agreement and the other Loan Documents.

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

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

            (b) The execution, delivery and performance by each Loan Party of
this Amendment and the performance by each Loan Party of the Financing
Agreement, as amended hereby, (i) have been duly authorized by all necessary
action, (ii) do not and will not contravene its charter or by-laws, its limited
liability company or operating agreement or its certificate of partnership or
partnership agreement, as applicable, or any applicable law or any contractual
restriction binding on or otherwise affecting it or any of its properties, (iii)
do not and will not

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result in or require the creation of any Lien (other than pursuant to any Loan
Document) upon or with respect to any of its properties, and (iv) do not and
will not result in any default, noncompliance, suspension, revocation,
impairment, forfeiture or nonrenewal of any permit, license, authorization or
approval applicable to its operations or any of its properties, which, in the
case of this clause (iv), is reasonably expected to have a Material Adverse
Effect.

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

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

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

            5. Effective Date. This Amendment shall be effective at the last to
occur of the following (the first date upon which all such conditions have been
satisfied being herein called the "Amendment Effective Date"):

            (a) the date on which counterparts to this Amendment, signed by each
of the Loan Parties and the Required Lenders, have been executed and delivered
to the Collateral Agent;

            (b) the date on which the Collateral Agent shall have received a
certificate of the chief executive officer or the chief financial officer of the
Parent, certifying as to the matters set forth in Section 5(c) hereof;

            (c) each of the following shall be true: (i) the representations and
warranties of each Loan Party contained herein and in the other Loan Documents
shall be true and correct on and as of the Amendment Effective Date, except to
the extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true and
correct on and as of such earlier date, (ii) no Default or Event of Default
shall have occurred after giving effect to this Amendment, and (iii) since
December 31, 2004, except as otherwise disclosed in writing by the Parent to the
Collateral Agent on or prior to the Amendment Effective Date, (A) no Material
Adverse Effect shall have occurred and (B) there

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<PAGE>

shall not have occurred any event that may reasonably be expected to result in
any event described in paragraph 3(e) of this Amendment; and

            (d) the date on which the Loan Parties shall have paid all fees and
expenses of the Agents related to this Amendment and the administration of the
Financing Agreement and the other Loan Documents, which have been invoiced to
the Parent on or prior to the date hereof.

            6. Ratification and Confirmation.

            (a) Except as otherwise expressly provided herein, (i) the Financing
Agreement and the other Loan Documents are, and shall continue to be, in full
force and effect and are hereby ratified and confirmed in all respects, except
that on and after the Amendment Effective Date (A) all references in the
Financing Agreement to "this Agreement", "hereto", "hereof", "hereunder" or
words of like import referring to the Financing Agreement shall mean the
Financing Agreement as amended by this Amendment and (B) all references in the
other Loan Documents to the "Financing Agreement", "thereto", "thereof",
"thereunder" or words of like import referring to the Financing Agreement shall
mean the Financing Agreement as amended by this Amendment, (ii) to the extent
that the Financing Agreement or any other Loan Document purports to pledge to
the Collateral Agent, or to grant to the Collateral Agent, a security interest
in or lien on any collateral as security for the Obligations or Guaranteed
Obligations, such pledge or grant of a security interest or lien is hereby
ratified and confirmed in all respects, and (iii) except as expressly agreed to
in this Amendment, the execution, delivery and effectiveness of this Amendment
shall not operate as an amendment of any right, power or remedy of the Agents or
the Lenders under the Financing Agreement or any other Loan Document, nor
constitute an amendment of any provision of the Financing Agreement or any other
Loan Document.

            (b) Except as expressly set forth herein, this Amendment is not a
waiver of, or consent to, any Default or Event of Default now existing or
hereafter arising under the Financing Agreement or any other Loan Document and
the Agents and the Lenders expressly reserve all of their rights and remedies
under the Financing Agreement and the other Loan Documents, under applicable law
or otherwise.

            7. Release. Each Loan Party hereby acknowledges and agrees that: (a)
neither it nor any of its Affiliates has any claim or cause of action against
any Agent, any Lender or the L/C Issuer (or any of their respective Affiliates,
officers, directors, employees, attorneys, consultants or agents) and (b) each
Agent, each Lender and the L/C Issuer has heretofore properly performed and
satisfied in a timely manner all of its obligations to the Loan Parties and
their Affiliates under the Financing Agreement and the other Loan Documents.
Notwithstanding the foregoing, the Agents, the Lenders and the L/C Issuer wish
(and the Loan Parties agree) to eliminate any possibility that any past
conditions, acts, omissions, events or circumstances would impair or otherwise
adversely affect any of the Agents', the Lenders' and the L/C Issuer's rights,
interests, security and/or remedies under the Financing Agreement and the other
Loan Documents. Accordingly, for and in consideration of the agreements
contained in this Amendment and other good and valuable consideration, each Loan
Party (for itself and its Affiliates and the successors, assigns, heirs and
representatives of each of the foregoing) (collectively, the "Releasors") does
hereby fully, finally, unconditionally and irrevocably release

                                       6
<PAGE>

and forever discharge each Agent, each Lender and the L/C Issuer and each of
their respective Affiliates, officers, directors, employees, attorneys,
consultants and agents (collectively, the "Released Parties") from any and all
debts, claims, obligations, damages, costs, attorneys' fees, suits, demands,
liabilities, actions, proceedings and causes of action, in each case, whether
known or unknown, contingent or fixed, direct or indirect, and of whatever
nature or description, and whether in law or in equity, under contract, tort,
statute or otherwise, which any Releasor has heretofore had or now or hereafter
can, shall or may have against any Released Party by reason of any act, omission
or thing whatsoever done or omitted to be done on or prior to the Amendment
Effective Date arising out of, connected with or related in any way to this
Amendment, the Financing Agreement or any other Loan Document, or any act, event
or transaction related or attendant thereto, or the agreements of any Agent, any
Lender or the L/C Issuer contained therein, or the possession, use, operation or
control of any of the assets of any Loan Party, or the making of any Loans or
other advances, or the management of such Loans or advances or the Collateral.

            8. Indemnity and Expenses. Each Loan Party hereby agrees (a) to
indemnify and hold harmless the Agents, each Lender and their shareholders,
partners, members, officers and representatives (each an "Indemnified Person")
from and against any and all claims, damages, liabilities and expenses,
including, without limitation, attorneys' fees and disbursements, which may be
incurred by or asserted against any such Indemnified Person in any
investigation, litigation, suit or action arising out of or relating to (i) the
release pursuant hereto of any security interest, lien, encumbrance or other
charge granted to the Collateral Agent or (ii) the payment of any of the
Obligations or Guaranteed Obligations as provided herein; (b) to pay all costs
and expenses in connection with the preparation, execution, delivery, filing and
recording of this Agreement, and the performance of any other acts and the
execution of any other documents required to effect the release of any security
pursuant hereto, including, without limitation, the fees and disbursements of
counsel to the Agents; and (c) to pay any and all stamp and other transfer or
filing taxes and fees payable or determined to be payable in connection with the
execution and delivery hereof or any release document pursuant hereto, and to
hold each Indemnified Person harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such
taxes or fees.

            9. Miscellaneous.

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

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

            (c) This Amendment shall be governed by and construed in accordance
with the law of the State of New York applicable to contracts made and to be
performed within such state.

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<PAGE>

            (d) The Loan Parties hereby acknowledge and agree that this
Amendment constitutes a "Loan Document" under the Financing Agreement.
Accordingly, it shall be an Event of Default under the Financing Agreement if
(i) any representation or warranty made by the Borrowers under or in connection
with this Amendment shall have been untrue, false or misleading in any material
respect when made, or (ii) the Loan Parties shall fail to perform or observe any
term, covenant or agreement contained in this Amendment.

                [remainder of this page intentionally left blank]

                                       8
<PAGE>

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

                                         BORROWERS:

                                         ALLIED HOLDINGS, INC.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         ALLIED SYSTEMS, LTD. (L.P.)

                                         By: Allied Automotive Group, Inc.

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         GUARANTORS:

                                         ALLIED AUTOMOTIVE GROUP, INC.
                                         ALLIED FREIGHT BROKER, LLC
                                         ALLIED SYSTEMS (CANADA) COMPANY
                                         AXIS ARETA, LLC
                                         AXIS CANADA COMPANY
                                         AXIS GROUP, INC.
                                         AXIS NETHERLANDS, LLC
                                         COMMERCIAL CARRIERS, INC.
                                         CORDIN TRANSPORT, LLC
                                         CT SERVICES, INC.
                                         F.J. BOUTELL DRIVEAWAY LLC
                                         GACS INCORPORATED
                                         KAR-TAINER INTERNATIONAL, LLC
                                         QAT, INC.
                                         RMX LLC
                                         TERMINAL SERVICE LLC
                                         TRANSPORT SUPPORT, LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                         COLLATERAL AGENT AND LENDER:

                                         ABLECO FINANCE LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                         ADMINISTRATIVE AGENT AND LENDER:

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

                                         By: ___________________________________
                                             Name:
                                             Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    LENDERS:

                                    A3 FUNDING LP

                                    By: A3 Fund Management LLC,
                                        its General Partner

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    STYX INTERNATIONAL, LTD.

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

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    THE LONG HORIZONS OVERSEAS FUND, LTD.

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

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    A4 FUNDING LP

                                    By: A4 Fund Management Inc.,
                                        its General Partner

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    ADAMS STREET CBO 1998-1, LTD.

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    1888 FUND, LTD.

                                    By: Guggenheim Investment Management,
                                        LLC as Collateral Manager

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    FORTWIRTH CDO LTD.

                                    By: ________________________________________
                                    Name:
                                      Title:

                                    MAGMA CDO LTD.

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    STELLAR FUNDING, LTD.

                                    BY: ________________________________________
                                        Name:
                                        Title:

                                    UPPER COLUMBIA CAPITAL COMPANY, LLC

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    FORTRESS CREDIT
                                    OPPORTUNITIES I LP

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

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    DB SPECIAL OPPORTUNITIES LLC

                                    By: Drawbridge Special Opportunities
                                        Advisors LLC, its Authorized Signatory

                                    By: ____________________________________
                                        Name:
                                        Title:

                                    FORTRESS CREDIT
                                    OPPORTUNITIES II LP

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

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                    CONGRESS FINANCIAL CORPORATION
                                    (CENTRAL)

                                    By: ________________________________________
                                        Name:
                                        Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                               STANDARD FEDERAL BANK NATIONAL ASSOCIATION

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

                               By: _____________________________________________
                                   Name:
                                   Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

                                                  TEXTRON FINANCIAL CORPORATION

                                                  By: __________________________
                                                      Name:
                                                      Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

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

                              By: Highbridge Capital Management, LLC

                              By: ______________________________________________
                                  Name:
                                  Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT

<PAGE>

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

                              By: ______________________________________________
                                  Name:
                                  Title:

                              BERNARD NATIONAL LOAN INVESTORS, LTD.

                              By: ______________________________________________
                                  Name:
                                  Title:

                    SEVENTH AMENDMENT TO FINANCING AGREEMENT