Amendment To Note Agreement

Fourth Amendment to Note Agreement

by Allied Holdings
February 14th, 2002

                                                                    EXHIBIT 10.2


                       FOURTH AMENDMENT TO NOTE AGREEMENT


         THIS FOURTH AMENDMENT, dated as of January 28, 2002 (this "Fourth
Amendment") to the Note Agreement, dated as of January 15, 1996 (as amended by
the First Amendment to Note Agreement, dated as of April 16, 1997 (the "First
Amendment"), and as further amended by the Second Amendment to Note Agreement,
dated as of September 30, 1997 (the "Second Amendment"), and by the Third
Amendment to Note Agreement, dated as of April 13, 2001 (the "Third Amendment"))
is made between ALLIED HOLDINGS, INC., a Georgia corporation (the "Company"),
and each of the institutions which is a signatory to this Fourth Amendment
(collectively, the "Noteholders).

                                    RECITALS:

         A.       The Company and each of the Noteholders have heretofore
entered into the Note Agreement, dated as of January 15, 1996, as amended by the
First Amendment, the Second Amendment and the Third Amendment (as so amended,
the "Note Agreement"). The Company heretofore issued the $40,000,000 12% Senior
Subordinated Notes due February 1, 2003 (the "Original Notes") pursuant to the
Note Agreement.

         B.       In connection with the Third Amendment, the Company executed
and attached to each Original Note an Allonge (the "Allonges"), dated April 13,
2001 which modified certain of the terms of the Original Notes (the Original
Notes as so modified by the Allonges being hereinafter referred to as the
"Notes").

         C.       The Company and John Hancock Life Insurance Company and The
Northwestern Mutual Life Insurance Company have entered into a commitment letter
(the "Commitment Letter"), dated January 24, 2002 and accepted January 28, 2002,
providing for the restructuring of the indebtedness evidenced by the Notes
substantially on the terms described therein (including, without limitation, the
term sheet (the "Term Sheet") attached thereto).

         D.       In contemplation of the restructuring described in the
Commitment Letter and the Term Sheet, the Company and the Noteholders now desire
to modify the Note Agreement and the Notes in the respects, but only in the
respects, hereinafter set forth.

         E.       Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Agreement unless herein defined or the
context shall otherwise require.




         F.       All requirements of law have been fully complied with and all
other acts and things necessary to make this Fourth Amendment a valid, legal and
binding instrument according to the terms for the purposes herein expressed have
been done or performed.

         NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Fourth Amendment set forth in
ss.3.1 hereof, and in consideration of other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and the
Noteholders do hereby agree as follows:

SECTION 1.        MODIFICATIONS.

         Notwithstanding any provisions of the Note Agreement and the Notes to
the contrary, the interest payment date scheduled to occur on February 1, 2002,
shall be deferred to the earlier of (a) the date of the closing specified in the
Term Sheet, and (b) February 15, 2002, provided that the amount of interest due
on such deferred payment date shall be the interest accrued and unpaid through
the date of such deferred payment.

SECTION 2.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         2.1      To induce the Noteholders to execute and deliver this Fourth
Amendment, the Company represents and warrants to each Noteholder (which
representations shall survive the execution and delivery of this Fourth
Amendment) that:

                  (a)      This Fourth Amendment has been duly authorized,
         executed and delivered by the Company, and this Fourth Amendment
         constitutes the legal, valid and binding obligation, contract and
         agreement of the Company, enforceable against it in accordance with its
         terms, except as enforcement may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws or equitable principles
         relating to or limiting creditors' rights generally;

                  (b)      The Note Agreement, as amended by this Fourth
         Amendment, constitutes the legal, valid and binding obligations,
         contracts and agreements of the Company enforceable against it in
         accordance with their respective terms, except as enforcement may be
         limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws or equitable principles relating to or limiting creditors'
         rights generally; and

                  (c)      The execution, delivery and performance by the
         Company of this Fourth Amendment (i) have been duly authorized by all
         requisite corporate action and if required, shareholder action, (ii) do
         not require the consent or approval of any governmental or regulatory
         body or agency, and (iii) will not violate (x) any provision of law,
         statute, rule or regulation or its certificate of incorporation or
         bylaws, (y) any order of any court or any rule, regulation or order of
         any other


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         agency or government binding upon it, or (z) any provision of any
         material indenture, agreement or other instrument to which it is a
         party or by which its properties or assets are or may be bound or
         result in a breach or constitute (alone or with due notice or lapse of
         time or both) a default thereunder; and

                  (d)      as of the date hereof and after giving effect to this
         Fourth Amendment, no Default or Event of Default has occurred which is
         continuing.

SECTION 3.        CONDITIONS TO EFFECTIVENESS OF THIS FOURTH AMENDMENT.

         3.1      This Fourth Amendment shall not be effective until, and shall
become effective when, each and every one of the following conditions shall have
been satisfied:

                  (a)      Executed counterparts of this Fourth Amendment, duly
         executed by the Company and the holders of one hundred percent (100%)
         of the outstanding principal of the Notes, shall have been delivered to
         the Noteholders;

                  (b)      The Company shall have entered into Amendment No. 3
         to the Credit Agreement, and all conditions to effectiveness of such
         Amendment No. 3 shall have been satisfied (other than any condition to
         effectiveness thereof which is conditioned on the effectiveness of this
         Fourth Amendment) and each Noteholder shall have received a copy of
         such Amendment No. 3;

                  (c)      The representations and warranties of the Company set
         forth in Section 2 hereof shall be true and correct on and with respect
         to the date hereof; and

                  (d)      The Company shall have paid the fees, charges and
         disbursements of counsel for the Noteholders to the extent reflected in
         a statement of such counsel rendered to the Company prior to the date
         hereof.

SECTION 4.        REFERENCE TO AND EFFECT ON THE NOTE AGREEMENT.

         4.1      This Fourth Amendment shall be construed in connection with
and is a part of the Note Agreement and the Notes and except as modified and
expressly amended by this Fourth Amendment, all terms, conditions and covenants
contained in the Note Agreement and the Notes are hereby ratified and confirmed
and shall be and remain in full force and effect.

         4.2      Except as expressly provided herein, the execution, delivery
and effectiveness of this Fourth Amendment shall not operate as a waiver of: (i)
any right, power or remedy of the Noteholders under the Note Agreement or the
Notes or any of the


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documents or agreements executed and delivered in connection therewith, or (ii)
any Event of Default under the Note Agreement.

SECTION 5.        MISCELLANEOUS.

         5.1      Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Fourth Amendment may refer to the Note Agreement without making specific
reference to this Fourth Amendment but nevertheless all such references shall
include this Fourth Amendment unless the context otherwise requires.

         5.2      The provisions of this Fourth Amendment shall inure to the
benefit of, and be binding upon, each of the parties hereto and their respective
successors and assigns, including, without limitation, the holders from time to
time of the Notes and any interest therein.

         5.3      The descriptive headings of the various Sections or parts of
this Fourth Amendment are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.

         5.4      This Fourth Amendment shall be governed by and construed in
accordance with Illinois law.

         5.5      This Fourth Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all of
which together shall constitute only one agreement. Delivery of an executed
counterpart to this Fourth Amendment by telecopier shall be effective as
delivery of a manually executed counterpart to this Fourth Amendment.


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         IN WITNESS WHEREOF, the Company and the Noteholders have caused this
Fourth Amendment to be duly executed and delivered all as of the day and year
first above written.

                                    ALLIED HOLDINGS, INC.



                                    By
                                      --------------------------------
                                      Name:
                                      Title:


                                    JOHN HANCOCK LIFE INSURANCE
                                      COMPANY (formerly John
                                      Hancock Mutual Life
                                      Insurance Company)



                                    By
                                      --------------------------------
                                      Name:
                                      Title:


                                    BARNETT & CO.



                                    By
                                      --------------------------------
                                      Name:
                                      Title:



                                    THE NORTHWESTERN MUTUAL LIFE
                                      INSURANCE COMPANY



                                    By
                                      --------------------------------
                                      Name:
                                      Title:


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