Allied Holdings Inc Sample Contracts

Allied Systems Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 11th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 23, 2007, (the “Effective Date”), by and between ROBERT FERRELL (“Employee”) and ALLIED AUTOMOTIVE GROUP, INC., a Georgia corporation (“Employer”).

Allied Systems Holdings Inc – CONTRACT CARRIAGE AGREEMENT (Interstate and Intrastate Movement in the Continental U.S.) (October 11th, 2007)

This Contract Carriage Agreement (this “Agreement”) is entered into as of April 1, 2007, by and between TOYOTA MOTOR SALES, U.S.A., INC., a California corporation (“TMS/USA”) with its principal place of business at 19001 South Western Avenue, Torrance, California 90509, and ALLIED SYSTEMS, LTD. (L.P.), a Georgia limited partnership (“Carrier”) with its principal place of business at 160 Clairemont Avenue, Suite 200, Decatur, Georgia 30030.

Allied Systems Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (October 11th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 20, 2007, (the “Effective Date”), by and between KEITH RENTZEL (“Employee”) and ALLIED AUTOMOTIVE GROUP, INC., a Georgia corporation (“Employer”).

Allied Systems Holdings Inc – SECOND AMENDMENT TO MOTOR TRANSPORTATION CONTRACT (October 11th, 2007)

THIS SECOND AMENDMENT to Motor Transportation Contract (the “Amendment”) is entered into this 11th day of June, 2007, by and between AMERICAN HONDA MOTOR CO., INC. (“Shipper”) and ALLIED SYSTEMS, LTD. (“Carrier”).

Allied Systems Holdings Inc – SEVERANCE AGREEMENT AND FULL RELEASE (October 11th, 2007)

This Severance Agreement and Full Release (“Release Agreement” or “Agreement”) is made and entered into this 11th day of July 2007 (“Execution Date”) by and between Joseph V. Marinelli (“Employee,” a term which includes Employee, Employee’s spouse, and all assigns, heirs, and successors in interest) and Allied Automotive Group, Inc., a Georgia corporation (“Company,” a term which includes Company, its parent, subsidiary and affiliated organizations, their successors in interest, and their respective agents, Employees, officers, directors and attorney ).

Allied Systems Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 4th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of                                          , 2007, to be effective as of the Effective Date (as defined below), by and between JOSEPH V. MARINELLI (“Employee”) and ALLIED AUTOMOTIVE GROUP, INC., a Georgia corporation (“Employer”).

Allied Systems Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 4th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of May 29, 2007, to be effective as of the Effective Date (as defined below) by and between THOMAS H. KING (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

Allied Systems Holdings Inc – INDEMNIFICATION AGREEMENT (June 4th, 2007)

This Indemnification Agreement (“Agreement”) is made as of                      ___, 2007 by and between Allied Systems Holdings, Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”).

Allied Systems Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 4th, 2007)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2007, to be effective as of the Effective Date (as defined below), by and between THOMAS M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

Allied Systems Holdings Inc – MONITORING AND MANAGEMENT SERVICES AGREEMENT (June 4th, 2007)

THIS MONITORING AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) by and between Yucaipa American Funds, LLC, a Delaware limited liability company (“Yucaipa”), and Allied Systems Holdings, Inc., a Delaware corporation (the “Company”), is made and entered into as of May 29, 2007.

Allied Holdings Inc – STOCKHOLDERS AGREEMENT by and among ALLIED SYSTEMS HOLDINGS, INC. and The Stockholders of Allied Systems Holdings, Inc. Dated as of ________, 2007 (May 30th, 2007)

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of ___, 2007, by and among Allied Systems Holdings, Inc., a Delaware corporation (the “Company”), Yucaipa American Alliance Fund I, LP, a Delaware limited partnership (“YAAF”), Yucaipa American Alliance (Parallel) Fund I, LP, a Delaware limited partnership (“YAAF Parallel” and, together with YAAF, the “Yucaipa Stockholders”), each of the Stockholders (as defined in Section 7) named on the signature pages hereto and each other Person who otherwise hereafter becomes a party to this Agreement by executing the Joinder attached as Exhibit A. Otherwise undefined capitalized terms used herein are defined in Section 7 hereof.

Allied Holdings Inc – REGISTRATION RIGHTS AGREEMENT by and among ALLIED SYSTEMS HOLDINGS, INC. and The Stockholders of Allied Systems Holdings, Inc. set forth on the Signature Pages Hereto Dated as of , 2007 (May 30th, 2007)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of                     , 2007, by and among Allied Systems Holdings, Inc., a Delaware corporation (the “Company”), Yucaipa American Alliance Fund I, LP, a Delaware limited partnership (“YAAF”), Yucaipa American Alliance (Parallel) Fund I, LP, a Delaware limited partnership (“YAAF Parallel”) and, together with YAAF, the (“Yucaipa Stockholders”) and each of the other stockholders of the Company named on the signature pages hereto or who otherwise hereafter becomes a party to this Agreement by executing the Joinder attached as Exhibit A (the “Other Stockholders” and, together with the Yucaipa Stockholders, the “Stockholders”). Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.

Allied Holdings Inc – EMPLOYMENT AGREEMENT (May 25th, 2007)

THIS “AGREEMENT” is made as of May 11, 2007, between Allied Holdings, Inc., a Georgia corporation (the “Company”), and Mark J. Gendregske (the “Executive”), a resident of the State of Michigan.

Allied Holdings Inc – SEVERANCE AGREEMENT AND FULL RELEASE (May 24th, 2007)

This Severance Agreement and Full Release (“Agreement”) is made and entered into this 30th day of April 2007 (“Execution Date”) by and between Hugh E. Sawyer (“Executive”) and Allied Holdings, Inc., a Georgia corporation (“Company”).

Allied Holdings Inc – SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT dated as of March 30, 2007 among ALLIED HOLDINGS, INC. and ALLIED SYSTEMS, LTD. (L.P.), as Borrowers CERTAIN SUBSIDIARIES OF ALLIED HOLDINGS, INC. and ALLIED SYSTEMS, LTD. (L.P.), as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger and Syndication Agent, and THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent and Collateral Agent $315,000,000 Senior Secured Credit Facilities (May 24th, 2007)

This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION AND EXIT CREDIT AND GUARANTY AGREEMENT, dated as of March 30, 2007, is entered into by and among ALLIED HOLDINGS, INC., a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (“Holdings”), ALLIED SYSTEMS, LTD. (L.P.), a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Systems” and, together with Holdings, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERS, as Subsidiary Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).

Allied Holdings Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION In Re: Chapter 11 ALLIED HOLDINGS, INC., et al., Case Nos. 05-12515 through 05-12526 and 05-12528 through 05-12537 Debtors. Judge Mullins (May 24th, 2007)

1   Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan, as modified or supplemented pursuant to Section LL of this Confirmation Order. The rules of interpretation set forth in Article II of the Plan shall apply to these Findings of Fact, Conclusions of Law and Order (this “Confirmation Order” or “Order”). If there is any direct conflict between the terms of the Plan, the Plan Supplement and the terms of this Confirmation Order, the terms of this Confirmation Order shall control.

Allied Holdings Inc – Re: Amendments to Credit Agreement (May 24th, 2007)

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.

Allied Holdings Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION (May 24th, 2007)

1   This estimate is based on FTI’s valuation of the Debtors’ enterprise at up to $303 million before any dilution for, among other things, issuance of New Allied Common Stock issued pursuant to the Equipment Financing and management options. Under the Miller Buckfire valuation the enterprise valuation is from $350 million to $425 million, with a mid-point of $388 million. Under the Miller Buckfire valuation, the estimated percentage recovery would be commensurately higher.

Allied Holdings Inc – EXHIBIT A SETTLEMENT AGREEMENT (May 24th, 2007)

This Settlement Agreement (the “Settlement Agreement”) is entered into by and among (a) Allied Holdings, Inc. and its affiliates that are debtors and debtors in possession (collectively, the “Debtors”), (b) Yucaipa American Alliance Fund I, LP and Yucaipa American Alliance (Parallel) Fund I, LP (collectively, “Yucaipa”), (c) the Official Committee of Unsecured Creditors in the Bankruptcy Cases (the “Creditors’ Committee”), (d) Sopris Capital Advisors, LLC, Aspen Advisors LLC and Armory Advisors LLC (collectively, the “Equity Holders”), (e) Andrews & Kurth LLP, (f) Sonnenschein Nath & Rosenthal LLP, (g) Kilpatrick Stockton LLP and (h) Jefferies & Company, Inc. The entities listed in (a) through (d) of this introductory paragraph are collectively referred to herein as the “Parties” and individually as a “Party.”

Allied Holdings Inc – LOAN AND SECURITY AGREEMENT AND GUARANTY dated as of April 5, 2007 among ALLIED SYSTEMS, Ltd. (L.P.), a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code. as “Borrower” ALLIED HOLDINGS, INC., a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code and THE OTHER SUBSIDIARIES PARTY HERETO as “Guarantors” and YUCAIPA TRANSPORTATION, LLC, a Delaware limited liability company as “Lender” (May 24th, 2007)

This LOAN AND SECURITY AGREEMENT AND GUARANTY is entered into as of April 5, 2007 (this “Agreement”), by and among ALLIED SYSTEMS, LTD. (L.P.), a Georgia limited partnership and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Borrower”), ALLIED HOLDINGS, INC., a Georgia corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), THE OTHER SUBSIDIARIES (AS DEFINED BELOW) OF HOLDINGS PARTY HERETO (such Subsidiaries, together with any future Subsidiaries of Holdings, the “Subsidiary Guarantors”, and together with Borrower and Holdings, collectively, the “Loan Parties”, and individually, a “Loan Party”), and YUCAIPA TRANSPORTATION, LLC, a Delaware limited liability company (“Lender”).

Allied Holdings Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION (May 24th, 2007)

1   The Debtors in the jointly administered cases are: Allied Holdings, Inc., Case No. 05-12515; Allied Automotive Group, Inc., Case No. 05-12516; Allied Systems, Ltd. (L.P.), Case No. 05-12517; Allied Systems (Canada) Company, Case No. 05-12518; QAT, Inc., Case No. 05-12519; RMX LLC, Case No. 05-12520; Transport Support LLC, Case No. 05-12521; F.J. Boutell Driveaway LLC, Case No. 05-12522; Allied Freight Broker LLC, Case No. 05-12523; GACS Incorporated, Case No. 05-12524; Commercial Carriers, Inc., Case No. 05-12525; Axis Group, Inc., Case No. 05-12526; Axis Netherlands, LLC, Case No. 05-12528; Axis Areta, LLC, Case No. 05-12529; Logistic Technology, LLC, Case No. 05-12530; Logistic Systems, LLC, Case No. 05-12531; CT Services, Inc., Case No. 05-12532; Cordin Transport LLC, Case No. 05-12533; Terminal Services LLC, Case No. 05-12534; Axis Canada Company, Case No. 05-12535; Ace Operations, LLC, Case No. 05-12536; and AH Industries Inc., Case No. 05-12537.

Allied Holdings Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION (March 6th, 2007)

1   The Debtors in the jointly administered cases are: Allied Holdings, Inc., Case No. 05-12515; Allied Automotive Group, Inc., Case No. 05-12516; Allied Systems, Ltd. (L.P.), Case No. 05-12517; Allied Systems (Canada) Company, Case No. 05-12518; QAT, Inc., Case No. 05-12519; RMX LLC, Case No. 05-12520; Transport Support LLC, Case No. 05-12521; F.J. Boutell Driveaway LLC, Case No. 05-12522; Allied Freight Broker LLC, Case No. 05-12523; GACS Incorporated, Case No. 05-12524; Commercial Carriers, Inc., Case No. 05-12525; Axis Group, Inc., Case No. 05-12526; Axis Netherlands, LLC, Case No. 05-12528; Axis Areta, LLC, Case No. 05-12529; Logistic Technology, LLC, Case No. 05-12530; Logistic Systems, LLC, Case No. 05-12531; CT Services, Inc., Case No. 05-12532; Cordin Transport LLC, Case No. 05-12533; Terminal Services LLC, Case No. 05-12534; Axis Canada Company, Case No. 05-12535; Ace Operations, LLC, Case No. 05-12536; and AH Industries Inc., Case No. 05-12537.

Allied Holdings Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION (March 6th, 2007)

THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE PLAN, THE EXHIBITS ANNEXED TO THIS DISCLOSURE STATEMENT, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE PLAN PROPONENTS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE AND PROVIDE ADEQUATE INFORMATION WITH RESPECT TO THE DOCUMENTS SUMMARIZED, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF, OR ARE INCONSISTENT WITH, SUCH DOCUMENTS. FURTHERMORE, ALTHOUGH THE PLAN PROPONENTS HAVE MADE EVERY EFFORT TO BE ACCURATE, THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN THE SUBJECT OF AN AUDIT OR OTHER REVIEW BY AN ACCOUNTING FIRM. IN THE EVENT OF ANY CONFLICT, INCONSISTENCY, OR DISCREPANCY BETWEEN THE TERMS AND PROVISIONS IN THE PLAN, THIS DISCLOSURE STATEMENT, THE EXHIBITS ANNEXED TO THIS DISCLOSURE STATEMENT, OR THE FINANCIAL INFORMATION INCORPORATED HEREIN OR THEREIN BY REFERENCE, THE PLAN SHALL GOVERN FOR ALL PURPOSES. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD READ T

Allied Holdings Inc – MOTION TO REJECT COLLECTIVE BARGAINING AGREEMENT PURSUANT TO SECTION 1113 (February 5th, 2007)

Allied Systems, Ltd., Transport Support, LLC and F.J. Boutell Driveaway, LLC (collectively, “Allied Movants”) respectfully submit this motion to reject the collective bargaining agreement (the “Current CBA”)1 between the Allied Movants and the Teamsters National Automobile Transporters Industry Negotiating Committee and Local Unions 5, 20, 25, 41, 63, 79, 89, 115, 120, 135, 190, 222, 223, 251, 299, 312, 326, 327, 332, 355, 364, 385, 390, 391, 414, 449, 469, 490, 492, 509, 512, 528, 542, 560, 568, 579, 592, 604, 612, 614, 631, 651, 710, 741, 745, 822, 848, 891, 917, 957, 961, 964, 984 and 988, all affiliated with the International Brotherhood of Teamsters in the United States (collectively, the “United States Teamsters”), pursuant to 11 U.S.C. § 1113 (the “Motion”). In support of this Motion, the Allied Movants respectfully represent as follows:

Allied Holdings Inc – SIXTH AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS (January 10th, 2007)

This SIXTH AMENDMENT, dated as of January 5, 2007 (this “Amendment” or the “Sixth Amendment”), 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, co-Syndication Agent, co-Bookrunner and co-Term Loan B Lead Arranger (“Morgan Stanley”); (e) Morgan Stanley, as Initial Term Loan C Lender; and (f) the other Lenders signatory hereto from time to time.

Allied Holdings Inc – ALLIED HOLDINGS REACHES DEFINITIVE AGREEMENT TO RENEW GENERAL MOTORS CONTRACT & SEEKS COURT APPROVAL (December 12th, 2005)

Decatur, Georgia, December 12, 2005 — Allied Holdings, Inc. (AHIZQ.PK) announced today that its subsidiary, Allied Automotive Group, Inc., has successfully renewed its vehicle delivery agreement with General Motors Corporation. The agreement with General Motors will extend Allied’s current contract through December 31, 2008. Pursuant to the terms of the renewed agreement, Allied has retained all of the vehicle delivery business it currently services for General Motors in North America.

Allied Holdings Inc – THIRD AMENDMENT AND CONSENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS (December 9th, 2005)

This THIRD AMENDMENT AND CONSENT, dated as of November 16, 2005 (this “Amendment”), 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 co-Term Loan B Agent, co-Syndication Agent, co-Bookrunner and co-Term Loan B Lead Arranger (“Morgan Stanley”); (e) MARATHON STRUCTURED FINANCE FUND, L.P., as Term Loan A Agent, co-Term Loan B Agent, Term Loan A Lead Arranger, co-Term Loan B Lead Arranger and co-Revolver Lead Arranger (“Marathon”); and

Allied Holdings Inc – FIRST AMENDMENT TO THE ALLIED HOLDINGS, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (June 22nd, 2005)

WHEREAS, Allied Holdings, Inc. (the “Company”) sponsors the Allied Holdings, Inc. 1999 Stock Purchase Plan (the “Plan”), for the exclusive benefit of eligible employees;

Allied Holdings Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (May 27th, 2005)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made as of the ___day of May, 2005, by and between THOMAS H. KING (“Employee”) and ALLIED HOLDINGS, INC. (“Employer”).

Allied Holdings Inc – FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 27th, 2005)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made as of the ___day of May, 2005, by and between THOMAS M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC. (“Employer”).

Allied Holdings Inc – [GM LOGO] -------------------------------- Global Purchasing and Supply Chain Cadillac Building MC 480-206-116 30009 Van Dyke Avenue Warren, MI 48090 April 6, 2005 Mr. Thomas M. Duffy Allied Automotive Group, Inc. 160 Clairemont Avenue, Suite 200 Decatur, Georgia 30030 Re: MODIFICATION TO THE CONTRACT AND EXPEDITED PAY AGREEMENTS (AS EACH ARE DEFINED BELOW) Dear Mr. Duffy: Reference is made to that certain Contract for Motor Transportation dated January 2, 2004 between Allied Automotive Group, Inc. ("Allied") and General Motors Corporation ("GM") (the "Contract"). Reference is additionally mad (April 18th, 2005)
Allied Holdings Inc – MOTOR TRANSPORTATION CONTRACT American Honda Motor Co., Inc. and Allied Systems, Ltd. MOTOR TRANSPORTATION CONTRACT This Motor Transportation Contract (Contract) is by and between AMERICAN HONDA MOTOR CO., INC. (Shipper), whose address is 1919 Torrance Blvd., Torrance, CA, 90501-2746; and Allied Systems, Ltd. (Carrier) whose address is 160 Clairemont Avenue, Decatur, GA 30030. This document contains all provisions of the Contract except transportation particulars (namely rates, routes, and transit standards) which are covered by Appendices to this Contact. (APPENDICES WITH RATES AND ROUTES NOT (April 18th, 2005)

ORIGIN DESTINATION FIXED RATE VARIABLE RATE Albuquerque, NM Local [XXXX] [XXXX] Alliance, TX Local [XXXX] [XXXX] Birmingham, LA Local [XXXX] [XXXX] Doremus II, NJ Local [XXXX] [XXXX] East Liberty, OH AL, IN, KY, OH, TN [XXXX] [XXXX] East Liberty, OH IA, IL, MI, WI [XXXX] [XXXX] East Liberty, OH KS, MN, MO W. PA, W. NY [XXXX] [XXXX] East Liberty, OH Crosshaul rates [XXXX] [XXXX] Irondale, CO Local [XXXX] [XXXX] Jacksonville, FL Local [XXXX] [XXXX] Lawrenceville, GA Local [XX

Allied Holdings Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (January 27th, 2005)

THIS FIRST AMENDMENT to Employment Agreement (the “Amendment”) is made and entered into as of the 21st day of January, 2005, to be effective as of January 1, 2005, by and between Robert J. Rutland (“Employee”) and Allied Holdings, Inc. (“Employer”).

Allied Holdings Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (January 27th, 2005)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of January, 2005, to be effective as of January 1, 2005, by and between THOMAS M. DUFFY (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).

Allied Holdings Inc – EMPLOYMENT AGREEMENT (January 27th, 2005)

THIS EMPLOYMENT AGREEMENT is made and entered into as of the 25th day of January, 2005 (the “Effective Date”), by and between THOMAS H. KING (“Employee”) and ALLIED HOLDINGS, INC., a Georgia corporation (“Employer”).