EX-4.3(A) AMENDMENT TO EXIT, GUARANTEE AGREEMENT



 





Exhibit 4.3(a)




EXECUTION VERSION




THE CIT GROUP/BUSINESS CREDIT, INC.

30 S. Wacker Drive, 30th Floor

Chicago, IL 60606




April 18, 2007




Allied Holdings, Inc.

160 Clairemont Avenue

Decatur, GA 30030




Re: Amendments to Credit Agreement




Ladies and Gentlemen:



Reference is hereby made to the Secured Super-Priority Debtor in Possession and Exit Credit and
Guaranty Agreement, dated as of March 30, 2007 (the “Credit Agreement”), by and among Allied
Holdings, Inc. (“Holdings”), Allied Systems, Ltd. (L.P.) (“Systems” and, together with Holdings,
"Borrowers”), certain subsidiaries of Borrowers, the lenders party thereto from time to time,
Goldman Sachs Credit Partners L.P., as Syndication Agent (“GSCP”), and The CIT Group/Business
Credit, Inc., as Administrative Agent (“CIT”). Terms defined in the Credit Agreement are used
herein as defined therein.



Pursuant to Section 5.18(b) of the Credit Agreement, Borrowers agreed to deliver to Syndication
Agent an updated business plan in form and substance satisfactory to Syndication Agent by no later
than April 4, 2007. Borrowers have requested that CIT and GSCP extend the date of delivery of the
business plan to April 9, 2007, and each of CIT and GSCP, as the sole Lenders under the Credit
Agreement, have agreed to extend the date of delivery of the business plan to April 9, 2007. In
furtherance thereof, the parties hereto agree to amend Section 5.18(b) by deleting the reference to
“April 4, 2007” and inserting in lieu thereof “April 9, 2007”. The Syndication Agent acknowledges
and agrees that Borrowers delivered a satisfactory updated business plan to the Syndication Agent
on April 9, 2007.



The parties hereto also agree to amend the definition of “Permitted Acquisition” set forth in
Section 1.1 of the Credit Agreement as follows:





     (i) Clause (iv) is hereby amended in its entirety to read as follows:



     “(iv) the Interest Coverage Ratio on a pro forma basis after giving effect to such acquisition
as of the last day of the Fiscal Quarter most recently ended for which financial statements have
been delivered pursuant to Section 5.1(b) or (c) (as determined in accordance with Section 6.7(e))
shall be no less than the correlative ratio indicated:



	 	 	 	 	 	 
	 
	 	Fiscal	 	 	Interest Coverage	 
	 	Quarter Ending	 	 	Ratio	 
	 	June 30, 2007

	 	 	1.15:1.00	 
	 	September 30, 2007

	 	 	1.35:1.00	 
	 





 









 






Allied Holdings, Inc.

April 18, 2007

Page 2




	 	 	 	 	 	 
	 
	 	Fiscal	 	 	Interest Coverage	 
	 	Quarter Ending	 	 	Ratio	 
	 	December 31, 2007

	 	 	1.55:1.00	 
	 	March 31, 2008

	 	 	1.75:1.00	 
	 	June 30, 2008

	 	 	2.00:1.00	 
	 	September 30, 2008

	 	 	2.25:1.00	 
	 	December 31, 2008

	 	 	2.25:1.00	 
	 	March 31, 2009

	 	 	2.25:1.00	 
	 	June 30, 2009

	 	 	2.50:1.00	 
	 	September 30, 2009

	 	 	2.50:1.00	 
	 	December 31, 2009

	 	 	2.50:1.00	 
	 	March 31, 2010

	 	 	2.50:1.00	 
	 	June 30, 2010

	 	 	2.50:1.00	 
	 	September 30, 2010

	 	 	2.50:1.00	 
	 	December 31, 2010

	 	 	2.50:1.00	 
	 	Thereafter

	 	 	3.00:1.00”	 
	 





          (ii) Clause (v) is hereby amended in its entirety to read as follows:




     “(v) the Leverage Ratio on a pro forma basis after giving effect to such acquisition as of the
last day of the Fiscal Quarter most recently ended for which financial statements have been
delivered pursuant to Section 5.1(b) or (c) (as determined in accordance with Section 6.7(e)) shall
be no greater than the correlative ratio indicated:



	 	 	 	 	 	 
	 
	 	Fiscal	 	 	 	 
	 	Quarter Ending	 	 	Leverage Ratio	 
	 	June 30, 2007

	 	 	6.25:1.00	 
	 	September 30, 2007

	 	 	5.50:1.00	 
	 	December 31, 2007

	 	 	4.75:1.00	 
	 	March 31, 2008

	 	 	4.25:1.00	 
	 	June 30, 2008

	 	 	3.50:1.00	 
	 	September 30, 2008

	 	 	3.25:1.00	 
	 	December 31, 2008

	 	 	3.25:1.00	 
	 	March 31, 2009

	 	 	3.00:1.00	 
	 	June 30, 2009

	 	 	3.00:1.00	 
	 	September 30, 2009

	 	 	3.00:1.00	 
	 	December 31, 2009

	 	 	3.00:1.00	 
	 	March 31, 2010

	 	 	3.00:1.00	 
	 	June 30, 2010

	 	 	3.00:1.00	 
	 	September 30, 2010

	 	 	3.00:1.00	 
	 	December 31, 2010

	 	 	3.00:1.00	 
	 	Thereafter

	 	 	2.50:1.00”	 
	 





 









 






Allied Holdings, Inc.

April 18, 2007

Page 3



The parties hereto also agree to amend Section 2.8 of the Credit Agreement by deleting clause (a)
thereof in its entirety and inserting in lieu thereof the following:




          “Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal
amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof
as follows:




          (i) in the case of Term Loans:




               (1) if a Base Rate Loan, at the Base Rate plus 2.50%; or




               (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 3.50%;




          (ii) in the case of Revolving Loans:




               (1) if a Base Rate Loan, at the Base Rate plus 1.00%; or




               (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 2.00%; and




          (iii) in the case of Swing Line Loans, at the Base Rate plus 1.00%.”



The parties hereto also agree to amend Section 2.11 of the Credit Agreement by deleting the
reference to “0.50%” in clause (a) thereof and inserting in lieu thereof “0.375%”.



The parties hereto also agree to amend Section 6.7 of the Credit Agreement as follows:




          (i) Section 6.7(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:




     “(a) Interest Coverage Ratio. Holdings shall not permit the Interest Coverage Ratio
as of the end of any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2007, to be
less than the correlative ratio indicated:



	 	 	 	 	 	 
	 
	 	Fiscal	 	 	Interest Coverage	 
	 	Quarter Ending	 	 	Ratio	 
	 	June 30, 2007

	 	 	1.40:1.00	 
	 	September 30, 2007

	 	 	1.60:1.00	 
	 	December 31, 2007

	 	 	1.80:1.00	 
	 	March 31, 2008

	 	 	2.00:1.00	 
	 	June 30, 2008

	 	 	2.25:1.00	 
	 	September 30, 2008

	 	 	2.50:1.00	 
	 	December 31, 2008

	 	 	2.50:1.00	 
	 	March 31, 2009

	 	 	2.75:1.00	 
	 	June 30, 2009

	 	 	2.75:1.00	 
	 	September 30, 2009

	 	 	2.75:1.00	 
	 	December 31, 2009

	 	 	2.75:1.00	 
	 	March 31, 2010

	 	 	2.75:1.00	 
	 





 









 






Allied Holdings, Inc.

April 18, 2007

Page 4




	 	 	 	 	 	 
	 
	 	Fiscal	 	 	Interest Coverage	 
	 	Quarter Ending	 	 	Ratio	 
	 	June 30, 2010

	 	 	2.75:1.00	 
	 	September 30, 2010

	 	 	2.75:1.00	 
	 	December 31, 2010

	 	 	2.75:1.00	 
	 	Thereafter

	 	 	3.25:1.00”	 
	 





          (ii) Section 6.7(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:




     “(b) Leverage Ratio. Holdings shall not permit the Leverage Ratio as of the end of
any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2007, to exceed the
correlative ratio indicated:



	 	 	 	 	 	 
	 
	 	Fiscal	 	 	 	 
	 	Quarter Ending	 	 	Leverage Ratio	 
	 	June 30, 2007

	 	 	6.50:1.00	 
	 	September 30, 2007

	 	 	5.75:1.00	 
	 	December 31, 2007

	 	 	5.00:1.00	 
	 	March 31, 2008

	 	 	4.50:1.00	 
	 	June 30, 2008

	 	 	3.75:1.00	 
	 	September 30, 2008

	 	 	3.50:1.00	 
	 	December 31, 2008

	 	 	3.50:1.00	 
	 	March 31, 2009

	 	 	3.25:1.00	 
	 	June 30, 2009

	 	 	3.25:1.00	 
	 	September 30, 2009

	 	 	3.25:1.00	 
	 	December 31, 2009

	 	 	3.25:1.00	 
	 	March 31, 2010

	 	 	3.25:1.00	 
	 	June 30, 2010

	 	 	3.25:1.00	 
	 	September 30, 2010

	 	 	3.25:1.00	 
	 	December 31, 2010

	 	 	3.25:1.00	 
	 	Thereafter

	 	 	2.75:1.00”	 
	 





          (iii) Section 6.7(d) of the Credit Agreement is hereby amended by deleting the reference to
“$65,000,000” for Fiscal Year 2007 and inserting in lieu thereof “$67,000,000”.




          (iv) Section 6.7 of the Credit Agreement is hereby amended to insert a new clause (f) as
follows:




     “(f) Certain Amendments. Notwithstanding anything to the contrary set forth herein,
if the Exit Facilities Conversion Date occurs:



          (i) on or after June 1, 2007 and prior to July 1, 2007, then the ratios in subsections (a) and
(b) of Section 6.7 of the Credit Agreement for any date through June 30, 2008 may be amended with
the sole respective consents of the Borrowers and the Administrative Agent in order to account for




 









 








Allied Holdings, Inc.

April 18, 2007

Page 5



the financial impact of the delayed implementation of revised labor and customer contracts of
Borrowers and their Subsidiaries solely as a result of the Exit Facilities Conversion Date not
occurring on or before May 31, 2007; or




          (ii) on or after July 1, 2007 and prior to October 1, 2007, then the ratios in subsections (a)
and (b) of this Section 6.7 of the Credit Agreement for any date through September 30, 2008 may be
amended with the sole respective consents of the Borrowers and the Administrative Agent in order to
account for the financial impact of the delayed implementation of revised labor and customer
contracts of Borrowers and their Subsidiaries solely as a result of the Exit Facilities Conversion
Date not occurring on or before May 31, 2007.”



This letter may be executed in any number of counterparts, each of which when executed will be an
original, and all of which, when taken together, will constitute one agreement. Delivery of an
executed counterpart of a signature page of this letter by facsimile or other electronic
transmission will be effective as delivery of a manually executed counterpart hereof.



This letter shall be binding upon the parties hereto and their respective successors and assigns
and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party’s rights or obligations hereunder or any interest therein may be assigned or delegated
by any Credit Party without the prior written consent of all Lenders. In case any provision in or
obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or
obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



Upon the effectiveness of this letter, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each
reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by this letter. Except as specifically amended by this letter, the Credit
Agreement and the other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed. The execution, delivery and performance of this letter shall not, except
as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of
any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other
Credit Documents.



This letter shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of law (other than Section 5-1401 of the New York General
Obligations Law).




[Remainder of page intentionally left blank]





 









 








Allied Holdings, Inc.

April 18, 2007

Page 6



Please indicate your agreement to the foregoing by the due execution of a counterpart of this
letter agreement by a proper and duly authorized officer.




Very truly yours,




	 	 	 	 	 	 	 	 	 
	THE CIT GROUP/BUSINESS CREDIT, INC.,

as Administrative Agent and a Lender	 	 	 	 	 	 
	 

	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:

Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	ACKNOWLEDGED AND AGREED AS OF THE DATE ABOVE:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	ALLIED HOLDINGS, INC.
	 

	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Thomas H. King

Executive Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	ALLIED SYSTEMS, LTD. (L.P.)
	 

	 

	 	 	 	By:
	 	Allied Automotive Group, Inc.,

its Managing General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Thomas H. King

Executive Vice President and Assistant Treasurer






 









 






Allied Holdings, Inc.

April 18, 2007

Page 7




	 	 	 	 	 	 	 
	 

	 	ACE OPERATIONS, LLC

AXIS NETHERLANDS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AXIS Group, Inc.,
its Sole Member and Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Thomas H. King

Executive Vice President and

Assistant Treasurer
	 
	 	 	 	 	 	 
	 

	 	AH INDUSTRIES INC.

ALLIED AUTOMOTIVE GROUP, INC.

ALLIED FREIGHT BROKER LLC

ALLIED SYSTEMS (CANADA) COMPANY

AXIS CANADA COMPANY

AXIS GROUP, INC.

COMMERCIAL CARRIERS, INC.

CORDIN TRANSPORT LLC

C T SERVICES, INC.

F.J. BOUTELL DRIVEAWAY LLC

GACS INCORPORATED

QAT, INC.

RMX LLC

TERMINAL SERVICES LLC

TRANSPORT SUPPORT LLC

	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Thomas H. King

Executive Vice President and

Assistant Treasurer
	 
	 	 	 	 	 	 
	 

	 	AXIS ARETA, LLC

LOGISTIC SYSTEMS, LLC

LOGISTIC TECHNOLOGY, LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	AX International Limited,

its Sole Member and Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Thomas H. King

Executive Vice President and Assistant

Treasurer