The following representations and warranties of Seller shall apply as specified in the Transaction Specific Terms, and if no election is made in the Transaction Specific Terms, then all of the following representations and warranties shall apply: (a) (i) Seller owns and has good and marketable title to the Loans which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Loans, free and clear of any lien, encumbrance or other security interest, (ii) Seller owns and has good and marketable title to the Commitments which are being transferred hereunder and the assignment to Buyer constitutes a valid sale, transfer and assignment of such Commitments, free and clear of

1. UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------·--------------·--··------------X
In re:
Chapter 11
ALLIED SYSTEMS HOLDINGS, INC.,
Case No. 11-.._[_ _,] ([_])
Alleged Debtor.
-------- - ·- ·-·-- ·-·--------···-···-·-------------------------X
In re:
Chapter 11
ALLIED SYSTEMS, LTD. (L.P.),
Case No. 11-[_ ___.] (LJ)
Alleged Debtor.
---------------------------------------------x
AFFIDAVIT OF RICHARD EHRLICH ON BEHALF OF
BDCM OPPORTUNITY FUND II, LP PURSUANT
TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 1003
STATE OF CONNECTICUT)
) ss:
COUNTY OF FAIRFIELD )
Richard Ehrlich being duly sworn, deposes and states:
1. I make this affidavit on behalf of BDCM Opportunity Fund II, LP ("BDCM"), a
petitioning creditor in the above-captioned involuntary chapter 11 cases (the "Bankruptcy
Cases") filed by BDCM and other petitioning creditors against (i) Allied Systems Holdings, Inc.,
and (ii) Allied Systems, Ltd. (L.P.) (together, the "Debtors")- I am fully familiar with the facts
set forth herein either through my own personal knowledge or through a review of documents
related to BCDM's claims against the Debtors. If called to testify in connection with the
Bankruptcy Cases, the following would constitute my testimony.

2. 2. I am a Managing Director of Black Diamond Capital Management, L.L.C., which
through its affiliated entities is the investment manager for BDCM. BDCM has its principal
place of business at 1 Sound Shore Drive, Suite 200, Greenwich, Connecticut 06830. BDCM is
a creditor of the Debtors based upon its status as a lender under that certain Amended and
Restated First Lien Secured Super-Priority Debtor in Possession and Exit Credit and Guaranty
Agreement dated as of March 30, 2007 by and among Allied Holdings, Inc. and Allied Systems,
Ltd. (L.P.), as borrowers, certain subsidiaries of borrowers, as subsidiary guarantors, various
lenders, Goldman Sachs Credit Partners L.P., as lead arranger and syndication agent, and The
CIT Group/Business Credit, Inc., as administrative and collateral agent (as amended, restated,
modified, or supplemented from time to time, the "First Lien Credit Agreement").
The First Lien Credit Agreement
3. Pursuant to the First Lien Credit Agreement, various lenders committed to extend
term loans, revolving loans, and synthetic letters of credit to the Debtors in the amount of
$315 million. Due to the accrual of interest and fees, the current outstanding aggregate amount
of the Obligations (as defined in the First Lien Credit Agreement) is approximately $296.4
million. A copy of the First Lien Credit Agreement will be annexed to a declaration in support
of a statement contemporaneously filed by the petitioning creditors.
4. Pursuant to the First Lien Credit Agreement, the lenders' commitments under
term loans, revolving loans, and synthetic letters of credit were evidenced by promissory notes.
The claims of BDCM and other petitioning creditors derive from these notes.
5. The Obligations are secured by first priority liens in substantially all of the
Debtors' assets, including, but not limited to accounts, chattel paper, general intangibles, goods,
instruments, insurance, intellectual property, investment related property, letter of credit rights,
2

3. money, receivables, and commercial tort claims. The Obligations are guaranteed by affiliates of
the Debtors.
The Assignments
6. By virtue of the execution of several assignment and assumption agreements,
BDCM received an unconditional transfer and assignment of certain amounts of loans owed by
the Debtors under the First Lien Credit Agreement (the "Assigned Claims"). Redacted copies of
the assignment documentation are attached as Exhibit A.
7. The Assigned Claims were not assigned to BDCM for the purposes of
commencing the Bankruptcy Cases.
8. As of the date hereof, BDCM holds Obligations in the aggregate principal amount
of at least $26.8 million, together with all accrued and unpaid interest (including default interest),
fees and expenses calculated in accordance with the Credit Agreement.
. rJ-1-..
Dated: May if_ 2012
Greenwich, Connecticut
-d/~
RICHARD EHRLICH
Sworn to and subscribed before me
This (/ 0 day ofMay, 2012
//71~,~ ~-
Notary Public .
r
r Subscribed and swom to before me
l
~=21::3:!;2_
Notary Public
Ex~lres:
Date commission /6
J
/s~Z ~/ Y
l
.,
----I"''DVJ
3

4. EXHIBIT A

5. L
PURCHASE AND SALE AGREEMENT
TRANSACTION SPECIFIC TERMS
THIS PURCHASE AND SALE AGREEMENT F s dated as of the Agreement
Date and entered into by and between Seller and Buyer to govern purchase and sale of the Loans,
the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and
.agreemleln.ts.seltlflorlth in the LSTA Standard Terms and Conditions for Purchase and Sale Agreement for
1 published by the LSTA as of I the "Standard Terms"). The
Standard Terms are incorporated herein by reference any cation whatsoever except as
otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and
elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms
and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement
fo overning the Transaction. With respect to the Transaction, the Parties agree to be
bound by the Standard Terms and the Transaction Specific Terms set forth herein.
Trade Date:
Agreement Date:
Seller:
Seller MEl:
Buyer:
Buyer MEl:
Credit Agreement: Lien Secured
Super-Priority Debtor In Possession and Exit
Credit and Guaranty Agreement dated as of
March 30, 2007, and amended and restated as of
May 15, 2007, among Allied Systems Holdings,
Inc. (as successor by merger to Allied Holdings,
Inc.), Allied Systems, Ltd. (L.P.), certain
Subsidiaries of Holdings and Systems, as
Guarantors, the Lenders parties thereto from
time to time, Goldman Sachs Credit Partners
L.P., as Lead Arranger and Syndication Agent,
The CIT Group/Business Credit, Inc., as
Administrative Agent and Collateral Agent and
the other agents parties thereto
Borrower: Allied Systems Holdings, Inc., Allied Systems,
Ltd. (L.P.)
Purchase Amount(s): (1 pal amount of LC Deposits
(2 cipal amount of Term Loans
Tranche(s): (1
(2
CUSIP Number(s), if available: Not Applicable
Pre-Settlement Date Accruals 0 Settled Without Accrued Interest
Treatment: ~ Trades Flat
Type of Assignment: ~ Original Assignment
LSTA EFFECTIVE SoptambrH 9, 20·11 Col>yri]ht 1) LSTA 2011. All rights reserved.

6. 0 Secondary Assignment
Borrower In Bankruptcy: YesO No~
Delivery of Credit Documents: YesO No~
Netting Arrangements: Yes~ NoD
Flip Representations: YesO No~
Step-Up Provisions: YesO No~
Shift Date: Not Applicable
Transfer Notice YesO No~
DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section
1 of the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as
otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement
and not otherwise defined in this Agreement shall have the same rreanings in 1t1is Agreement as in the
Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the
Agreement," "this Agreement," "herein," "hereunder" or "hereof" shall be deemed a reference to this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, the Transaction Spec1f1c Terms shall govern and control
In this Agreement:
"8gent" means THE CIT GHOUP I Business Credit, Inc. as Administrative Agent under the Credit
Agreement.
"Assignment" means an Assignment and Assumption Agree1nent that is in the form specified in the Credit
Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents to
such assignment
"Bankruptcy Case" select one:
~ none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower Is a debtor, In re _____ , No. _ _ __].
"Bankruptcy Court" select one:
l8J none.
0 means [the United States Bankruptcy Court for the _ _ _ _ District of _ _ _ _ _ (and, if
appropriate, the United States District Court for that District)].
"Bar Date" select one:
·-·~ot applicable.
0 none has been set.
0 means [specify applicable date, if any].
"Buyer Purchase Price'' select one:
0 not applicable.
0 means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this
applies if there are three (3) parties involved in the netting arrangement).
0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter
(this applies if there are four (4) or more parties involved in the netting arrangement).
2

7. "Commitments" select one:
--~ none.
0 means [identify applicable commitment tranche(s) using Credit Agreement definitions] in H1e
principal amount of $1£1€_______ [in each case specify the aggregate amount of the Loans, the
Unfunded Commitments and the portion, if any, of the Commitments that is irrevocably "frozen" (L_s,
that ts not subject to future drawing)].
"Covered Prior Seller" select one:
[g) not applicable.
0 means each Prior Seller that transferred the Loans and Commitments (if any) on or after t11e Shift
Date [but prior to the transfer pursuant to which transferred such Loans and
Commtments (if any) on a distressed documentation basis pursuant to the Purchase and Sale
Agreement for Distressed Trades dated as of , as set forth in the Annex].
"Filing Datr( select one:
!81 none.
0 means [identify date on which Borrower filed Bankruptcy Case].
"Loans'' means (i} LC Deposits in ipal amount or.lllllllland (ii} Term Loans in
the outstanding principal amount o f l • •
"Nettin_q Letter" select one:
0 not applicable.
!81 means that certain Multilateral Netting Agreement in the form currently published by the LSTA
dated on or as of the Agreement Date among Seller, Buyer and Original Buyer.
"9riginal Buyer" select one:
0
!81 notap]p.licialbllel.llllllllllll
meanSJ
"Penultimate Buyer" select one:
0 not applicable.
[g) none ("none'' is applicable if there are only three (3) parties tnvolved in the netting arrangement).
0 means _ _j.
''Required Consents" means notice to the Borrowers and the Agent and the acceptance and recordation
of the Assignment by the Agent.
"Seiler Purchase Price" select one;
0 not applicable.
t2J means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter.
"Transfer Fee".llllllllll
"Unfunded Q.Qmmitments" means none.
3

8. SECTION 4 (SELLER'S REPRESENTATIONS AND WARRANTIES}
r
The following specified terms shall apply to the sections referenced in this Section 8:
Flat Representafion Flip Representation-- Step-Up ~----,
Representation
-------L:--~-;:--,--~-=
i If "No" is specified If "Yes" is specified If "Yes" is specified
j opposite both "Flip opposite "Flip opposite "Step-Up
Representations" and Representations"
·'Step-Up Provisions" in the
the Transaction Summary,
in
Transaction
the
I Provisions" in
Transaction Summary,
the
the
following
, Summary, the following • following subsections
. subsections of Section
1 subsections of Section 4 of Section 4 shall I' 4 shall apply:
shall apply: j 1 apply: .
1--, s-=-e-c"""·ti_o_r_l4--:-_...,.ic-(dc-}c: (T=itc-1~,. .} · --~---section 4-.-I{d)(i) L-Secticm 4.1 (d}(ii) l Section 4 1(d)(i}
~
Soct~o 4. 1{e)
I(Proceedings) = t s o c t i o o 4. 1{e){l)
I
Section 4. 1(e}(i) __ ,_ Secti0n-·4~1(e}(ii)
1
I I
1-::::--:-:-· · -
Section 4. 1(1) (Principal
Amount)
-·-· ----
' Section 4.i(f)(i) Section ,f"f(i)(-ii)-- --- seciiori4.1(t)(i)-
.___ __
,
-I
~
· SectiOn4. 1(g) (Future- --- Section 4.1 (g)(i) Section 4.1(g)(ii) Section 4.1 (g)(iii)
Funding)
--·-·-··· -~~- ..
Section 4. 1(h) (Acts ancr~·-
-·~-
Section 4.1(h)(i) Section 4.1 (h)(i) Section 4. 1(h)(ii)
, QmJ§E!lons)
l
I
~--·W-•••·-·----··•·
1 Section 4. 1(i)
.. . ... --1 ·~-~
Section 4.1 (i)(i)
--- Section 4.1 (i)(i): : - - -·-·section4T(i)(ii) ·~
-;
1 (performance of
Obligations)
_______ ____._
Section 4 1(l)(iy--
~~--
Section 4.1 (I) (Setoff) -- Section 4.1 (l)(i) Section 4.1 (l)(ii)
Section 4.1 (t) (Con sa~
r----------::c··---···------·
Section 4.1 (t)(i}
------ - ; -Section-4.1·(t)(ii)
Section 4.1 (t)(i)
· -..- - - · · - -
and Waivers)
~- ............. --,.,...-
Section 4.1 (u) (Other section 4:1(u)(i) Section 4.1 (u)(i) ........ sectiof1-,:rf(u)(iiT'
Documents)
. ----
-sectfon 4.1 (v) (Proof of --~
Section 4.1 (v)(i} Section 4.1(v)(ii) Section 4.1 (v)(i)
Claim)
. j
Section 4. 1(k) (Purchase Price); NS?.tting Arrangements.
If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4. 1(k)
shall be amended in its entirety as follows:
'(k) [intentionally omitted]."
4

9. Section 4.1(r) (Predecessor Transfer Agreements).
0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to par/near par loans.
0 Seller acquired the Transferred Rights from Immediate Pnor Seller pursuant to Predecessor
Transfer Agreements relating to distressed loans.
0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to both par/near par loans and distressed loans.
[8:1 Not applicable.
Section 4.1 (u) (Other Documents).
[8:1 None.
0 The following: _ _ _ __
Section 4.1 (v) (Proof of Claim).
0 The Proof of Claim was duly and Umely filed, on or prior to the Bar Date, by
0 the Agent on behalf of the Lenders.
0 Seller or a Prior Seller.
The Bar Date specified in the Transaction Specific Terms has been set in the Bankruptcy
Case and no Proof of Claim has been filed.
0 No Bar Date has been set in the Bankruptcy Case and no Proof of Claim has been filed.
0 Not applicable.
SECTION 5 (BUYER'S REPRESENTATIONS AND WARRANTIES
Section 5.1 (n) (Buyer Status).
0 Buyer is not a Lender.
[8:1 Buyer is a Lender.
0 Buyer is an Affiliate [substitute Credit Agreement defined term if different] (as defined in the
Credit Agreement) of a Lender.
0 Buyer is an Approved Fund {substitute Credit Agreement defined term if different] of a Lender.
If "Yes" is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer
represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the
Credit Documents from Seller on or prior to tne Trade Date.
SECTION 6 (INDEMNIFICATION)
Section 6,1 (Seller's lnderonities); Step-Up Indemnities.
(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
indemnities contained in Section 6 1(b) shall apply (and the alternate indemnities contained in Section
6.1 (a) shall not apply).
(ii) If "No" is specified opposite ''Step ..Up Provisions" in the Transaction Summary, Seller's
indemnities contained in Section 6.1(a) sr,all apply (and the alternate indemnities contained in Section
6.1 (b) shall not apply).
SECTION 7 (COSTS AND EXPENSES)
0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price sl1all be increased by
an amount equal to
0 one-half thereof.
0 other relevant fraction or percentage, _ _ , thereof.
5

10. D The Transfer Fee shall be paid by Buyer to the Agent and Buy'!:lr shall receive a credit to the
Purchase Price equal to
D one-half thereof.
D otl1er relevant fraction or percentage, _ _ , thereof.
[g) The Transfer Fee shall be paid and allocated in the manner specifie<~ in the Netting Letter.
0 The Transfer Fee has been waived by the Agent and, accordingly,. no adjustment to the Purchase
Price shall be made in respect thereof.
0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in
respect thereof.
SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS)
Section 8.2 (Distributions); Step-Up Distributions Covenant.
(i) If "Yes" is specified opposite "Step-Up Provisions" in th~ Transaction Summary, Seller's
covenants contained !n Section 8.2(b) shall apply (and the alternate covenants contained in Section
8.2(a) shall not apply).
(ii) If "No" is spec1f1ed opposite "Step-Up Provisions" in th.e Transaction Summary, Seller's
covenants cor1tained in Section 8.2(a} shall apply (and the alternate covenants contained in Section
8.2(b) shall not apply).
Section 8.4 (Wire Instructions).
SECTION 9 (NOTICES)
Seller's Address for Notices and Deli'&[.'{
6

11. Operations Contact
(Fundlng Notices, Borrowtilgs, Paydowns, Interest, Fees, etc.)
Buyer's Address for Notices and Delivery:
All Notices Sent To
BDCM OPPORTUNITY FUND II, L.P.
C/0 Black Diamond Capital Management, L.L.C.
Attn: Loan Administrator
Legal Documentation:
Send To:
BDCM OPPORTUNITY FUND II, L.P.
c/o Black Diamond Capital Management L.L.C.
Attn: Loan Administrator
Credit Communications
All Credit Information Sent To:
Black Diamond Capital Management, L.L.C.
7

12. PH•-
H.. SECTION 27 (ADDITIONAL PROVISIONS)
Tt· e following additional provisions, ·Including any modifications to existing provisions, shall apply•
None
8

13. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
By:~---------------
Name:
Title:
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BOCM Opportunity Fund II Adviser, L.L.C.
its Investment Manager
9

14. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BDCM Opportunity Fund II Adviser, L.L.C.
its Investment Manager
Title:
9

15. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES
1. If "Secondary Assignment" is specified opposite "Type of _<lssignment" in the Transaction
Summary, list of Predecessor Transfer Agreements and prindpal amount as of the settlement
date with respect thereto, of the portion of the Loans and Commitmerots (if any) thereunder
assigned hereby for purposes of Section 4.1 (r) and Section 5.1 (l«)(i) hereof, and designation as to
whether such Predecessor Transfer Agreements relate to parlnG<ar par loans or distressed loans.
Not Applicable
2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4.1(s)
hereof.
None.
3. Description of Proof of Claim (if any).
Not applicable.
4. Description of Adequate Protection Order (if any).
Not applicable.
5. List any exceptions to Section 4.1 (w) (Notice of Impairment).
None.
6. The amount of any PIK Interest that accreted to the principal <Mnount of the Loans on or after the
Trade Date but on or prior to the Settlement Date i s · · · ·
Annex-l
dc-585084

16. ASSIGNMENT AND ASSUMPTION AGREEMENT
T!1is Assignment and Assumption A!~;~;~~~-lj~~~-~~~(::~;
set forth below and Is entered into by and
Opportunity Fund II, L.P. (lhe "Assignee"). Capitalized terms u herein shall have the
meaningg given to them in the Amended and Restated First Lien Senior Secured Stlper-Priorlty Debtor-
in-Possession and Exit Credit and Guaranty Agreement identified below (as II may be amended,
supplemented or otheiWise modified from time to lime, he ''Credit Agreement"), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions sel forth in Annex 1
attached 1areto are hereby agreed to and Incorporated herein by r~ference and made a part of this
Assignment as if set forth herein in fulL
For an e~greed consideration, the Assignor hereby irrevocably sells and assigns to t11e Assignee,
and the Assignee hereby Irrevocably purchases and assumes from the Assignor, subject to and In
accordance with the Standard Terms and Conditiol'ls and the Credit Agreement, as of the Effective Oate
Inserted by the Administrative Agent as contemplated below, the interf)st in and to all of the Assignor's
rights and obligations under tile Credit Agreernont and any other documents or instruments delivered
pursuant thereto !hat represents the amount and percentage Interest idenlifled below of all of llle
Assignor's ootstanding rights and obligations under the respective facilities identified below (including, to
the extent Included in any such facilitie~. letters o1 credit, LC Deposits and swing line loans) (the "Assigned
Interest"). Such sale and assignment Is without recourse to the Assignor and, except as expressly
provided In this Assignment and the Credit Agreement, without representation or warranty by lhe
Assignor.
j Assignor:
2. Assignee: BDCM Opportunity Fund II, L.P.
3. Borrow<:!r(s): Allied Systems Holdings, Inc., Allied Systems, LTD (LP.)
4. Adrninistrative Agent; The CIT Group I Busine,.,. Credit, Inc., as the
administrative agent utder the Credit Agreement
5. Credit Agreement: Amended and Restated First Lien Secured Super-Priority
Debtor In Possession and Exit Credit and Guaranty
Agreement dated as of March 30, 2007, and amended and
restat"d as of May 15, 2007, among Allied SystGms
Holdings, Inc. (as successor by merger to Allied Holdings,
Inc.), Allied Systems, Ltd. (LP.), certain Subsidiaries or
Holdings and Systems, as Guarantors, tile Lenders parties
thereto from llme to lime, Goldman Sachs Credit Partners
L.P, as Lead Arranger and Syndication Agent, The CIT
Group/Businesa Credit, Inc., as Administrative Agent and
Collateral Agent and the other agents parties 11Greto
NY450783. 11153-04166

17. 6. Assigned Interest:
Aggregate Amount of Amount of Percentage Assigned of
Commitment!Loans/LC Commitment/Loans/LC Commitmentlloans/LC
Facility Assigned Deposits for all Lenders Deposits Assigned Deposits
-----·----
LC Deposits
Term Loans
USD····
USD•• ---SD
--IIJSD
--·Vo
Effective Date:
2

18. 7. Notice and Wire ln,tructions: See Attached
3

19. Wire Instructions Wire Instructions: See Attached
1[

20. The terms set forth in this Assignment are hereby agreed to;
ASSIGNOR
By:
Name:
Title:
ASSIGNEE
BDCM Opportunity Fund II, L.P .. as Assignee
By BDCM Opportunity F4md II Adviser, L.L.C.
Its Investment Manager
5

21. The terms set forth in this Assgnrnent are hereby agreed to:
ASSIGNOR
ASSIGNEE
BDCM Opportunity Fund 11, L.P., liS AsslgMe
B' BOCM Opportunity Fund II Adviser, L.L.C.
1s Investment Manager
By: ____· · - - - - - - · - - - - - · - · - - - - · -
.'llarne:
Tltle:
5

22. Consented to and Accepted;
Consented to:
ALLIED HOLDINGS, INC.
By:
Name:
Tltl<l:
ALLIED SYSTEMS, LTD (L.P.)
lly:
Nama:
'Iitie:
6

23. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT
l. Representations and Warranties.
l. 1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
ovmor of the Assigned Interest, (li) lhe Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) It has fuil power and authority, Md has t<:lken all action necessary, to BXecute
and delivm Ihis 1'>.sslgnment and to consummate the transactions contemplated hereby; ::~nd (b) assumes
no responsibility with respect to (i) any statements (as defined herein), warranties or representations
made in or in connection with any Credit Documenl, (il) the execution, legality, validity, enforceability,
genuineness, sufflcioncy or value of the CrEJdil Agreement or any other instrumr:Jnl or document delivered
pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any collateral
thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Credit Document or (iv) the performance or oi)servance by the
8orrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Credit Document.
l .2 Assignee. The Assignee (a) represents and warrants thai (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate
the transactions cont(lmpl<1tad hereby and to bt<Jcome a Lender under the Credit Agreerne11t, (ii) it meets
all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after :he Effective
Date, it shall be bound by the provisions of the Credit Agrostnsnt and, to the extent of the Assigned
Interest, shall have the obligaliona of a lender thereunder, (iv) II has received a copy of tho Credit
Agreement !lnd such oti1er documents and information as il has deemed appropriate to make its own
cred't analysis and decision to enter into this Assign1nent and to purchase the Assigned Interest on the
basis of which it has 1nada such analysis and decision, and (v) if it is a Non US Let1der, attached to the
Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) It will, independently
and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
documents and Information as It shall deem appropriate at that time, continue to make its own credit
decisions in taling or not taking action under the Credit Documents, end (ii) it will perform in accordance
witl> their tt>rms all of the obllg<1ions which by the !erms of the Credit Documents are required to be
performed by it as a Lender.
· 2. Payments. All payments with respect to the Assigned Interests shall be made on tle
Effective Date as follows:
2. I With respect to Assigned Interests for Term Loans, unless notice to the contrary is
delivered to tile Lender from tile Administrative Agent, paym13nl to li)e Assignor by the Assignee in
respect of llie Assignfld Interest shall include such compensation to the Assignor as may be agreed upon
by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the Assigned
Interest to but excluding the Effective Date. On and alter the applicable Effective Date, the Assignee
shall bo enlifled to receive all into rest paid or payable with respect to the Assigned lnte1·est, whether such
interest accrued before or after the Effecttvo Dste.
2.2 With respect to As~Hgned Interests for Hevolving Loans and LC Comrr11tmemts snd LC
Dopa sits, from and alter the Effective Date, the Administrative Agent shall make all payments In respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Dale and to the Assignee lor
amounts which have accrued from and after the Effective Date. ·
7

24. 3. General Provisions. This Assignment shall be binding upon, and Inure to !he benefi or,
the parties hereto and their respective successors and assigns. This Assignment may be executed in any
number of counterparts, which together shall constitute one lns;rument. Delivery of an executed
counterpart of a signature psge of this Assignment by tetecopy shall be eHective as delivery of a manually
executed counterpart of this Assignment. This Assignment shall be governed by, and construed in
uccordance with, the Internal laws of the Stale of New York without regard to conflict <>f laws principl~s
thereof.

26. L
PURCHASEANDSALEAG
TRANSACTION SPECIFIC TERMS
THIS PURCHASE AND SALE AGREEM dated as of the Agreement
Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans,
the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and
agreements set forth in the LSTA Standard Terms and Conditions for Purchase and Sale Agreement-
········published by the LSTA as of (the "Standard Terms"). The
Standard Terms are incorporated herein by reference any ification whatsoever except as
otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and
elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms
and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement
- - - - - g o v e r n i n g the Transaction. With respect to the Transaction, the Parties agree to be
~d Terms and the Transaction Specific Terms set forth herein.
Trade Date:
Agreement Date:
Seller:
Seller MEl:
Buyer:
Buyer MEl:
Credit Agreement: Amended and Restated First Lien Secured
Super-Priority Debtor In Possession and Exit
Credit and Guaranty Agreement dated as of
March 30, 2007, and amended and restated as of
May 15, 2007, among Allied Systems Holdings,
Inc. (as successor by merger to Allied Holdings,
Inc.}, Allied Systems, Ltd. (L.P .), certain
Subsidiaries of Holdings and Systems, as
Guarantors, the Lenders parties thereto from
time to time, Goldman Sachs Credit Partners
L.P., as Lead Arranger and Syndication Agent,
The CIT Group/Business Credit, Inc., as
Administrative Agent and Collateral Agent and
the other agents parties thereto
Borrower: Allied Systems Holdings, Inc., Allied Systems,
Ltd. (l.P.)
Purchase Amount(s): (1 pal amount of LC Deposits
(
Tranche(s):
CUSIP Number(s), if available: Not Applicable
Pre-Settlement Date Accruals 0 Settled Without Accrued Interest
Treatment: · l8J Trades Flat
Type of Assignment: k8J Original Assignment
LSTA EFFECTIVE Septombor 9, 2011 Copyri(lllt@ LSTA 2Q11. All rlqhts rosorvod.

27. 0 Secondary Assignment
Borrower in Bankruptcy: YesO No [gJ
Delivery of Credit Documents: YesO No [gJ
Netting Arrangements: Yes [gJ NoD
Flip Representations: YesO No~
Step-Up Provisions: YesO No~
Shift Date: Not Applicable
Transfer Notice YesO No~
DEFINITIONS
Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section
1 of the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as
otherwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement
and not otherwise defined in this Agreement shall have the same meanings in this Agreement as in the
Credit Agreement. Except as otherwise expressly set forth herein, each reference herein to "the
Agreement," "this Agreement," "herein," "hereunder" or "hereof" shall be deemed a reference lo this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, the Transaction Specific Terms shall govern and control.
In this Agreement:
"Agent" means THE CIT GROUP I Business Credit, Inc. as Administrative Agent under the Credit
Agreement.
"Assignment" means an Assignment and Assumption Agreement tMt is in the form specified in the Credit
Agreement for an assignment of the Loans and Commitments (if any) and any Required Consents to
such assignment.
"Bankruptcy Case" select one:
[gJ none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower is a debtor, In re _____ , No. - - - - - '
"Bankruptcy Court" select one:
~ none.
0 means [the United States Bankruptcy Court for the _____ District of _ _ _ _ (and, if
appropriate, the United States District Court for that District)].
"Bar Date" select one:
[gj not applicable.
0 none has been set
0 means [specify applicable date, if any].
"lildYer Purchase Price" select one:
0 not applicable.
~ means the purchase price payable by Buyer to Original Buyer pt1rsuant to the Netting Letter (this
applies if there are three (3) parties involved in the netting arrangement),
0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter
(this applies if there are four (4) or more parties involved in the netting arrangement).
2

28. "Commitments" select one:
-~-~;;;);;~-
o means [identify applicable commitment tranche(s) using Credit Agreement definitions] in the
principal amount of $/£/€ {in each case specify the aggregate amount of the Loans, the
Unfunded Commitments and the portion, if any, of the Commitments thai is irrevocably "frozen" (i.e ..
that is not subject to future drawing)].
'Covered Prior Seller" select one:
0 not applicable.
D means each Prior Seller that transferred the Loans and Commitments (if any} on or after the Shift
Date [but prior to the transfer pursuant to which transferred such Loans and
Commitments (if any) on a distressed documentation basis pursuant to the Purchase and Sale
Agreement for Distressed Trades dated as of , as set forth in the Annex].
"Filing Oat§" select one:
0 none.
D means [identify date on which Borrower filed Bankruptcy Case].
"1.9...illl.§." means (i) LC Deposits in t;iheilclultsltalnldlinlglllplrincipal amount ot~nd (il) Term Loans in
the outstar'lding principal amount ot 1 1 1
"Netting Letter" select one:
0 not applicable.
0 means that certain Multilateral Netting Agreement in the form currently published by the LSTA
dated on or as of the Agreement Date among Seller, Buyer ar1d Original Buyer.
"Original Bum" select one:
0 not applicable.
0 meantlllillii•••••••
"Penultimate Buyer" select one:
0 not applicable.
0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement).
0 means ~-.-_ __ J
"8__~guired Consents" means notice to the Borrowers and the Agent and the acceptance and recordation
of the Assignment by the Agent.
"Seller Purchase Price" select one:
0 not applicable.
0 means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter.
"Transfer F e e · -
"Unfunded Commitm§mt;( means none.
3

29. SECTION 4 {SELLER'S REPRESENTATIONS AND WARRANTIES}
Tl1e following specified terms shall apply to the sections referenced in this Section B:
---------- ·•··· ·-----,~--,-~;;;:-:;-_;:;:~--e~-resen-tafron I Flip Representation- --------Step-Up
Representation
f------------l If "No" is -s-p-ec-,if;:-ie-d+l""f-c,:::-,Y:-e·S"iSSpecified 1{-;,;;/es"is
specified
opposite both "Flip opposite 'Flip opposite "Step-Up
Representations" and Representations" in Provisions" in the
"Step-Up Provisions'' in the Transaction Transaction Summary,
the Transaction Summary, the the following
Summary, the following following subsections I subsections of Section
subsections of Section 4 of Section 4 shall I 4 shall apply:
·,---=----1' shall apply:
-secifon-·4'1(Cil (Title) sf;)ction 4.1 (d)(i)
· .. :~~S~~e:_c
..tr'on 4 i(d)('ir')
.
I'! --Sectr·on--4.1(-d---)-(r·)-·
Section--4·-nei ____________ ----sec-,tio--n-4 _-:-17
7 (ec-:)(:::-i)--+
1--::s::-e-ct""io-n--4 . 7
7 1(:-e:-:)(::-i)-----=s-ec-:cuc--o---:n 4~-i'{e)(~-)-!
(Proceedings) 1 I
Section 4. 1(f) (Principal Section 4. i (f)(i) --- ---=s:-e-ct.,.io_n_4-.1-:-(--:::f)-cc(ii,_)--l----=s-ec_t.,..io_n_4__1""(t"")(=i)---~
Amount)
i
Section 4.1(g) (Future Section 4. 1(g)(i) Section 4.1 (g)(iii)
Funding)
Section 4.1(h) (Acts and Section 4. 1(h)(i) ·----section 4.1 (h)(i) -- · section 4.1 (h)(ii)
Omissions)
··section 4.1 (i) -·~----1f---s:.-e-ct,...io_n_4c-_1:-:(-:'Ci)c::(i)___ '··· ... ·--····--·--·---------..---------..!I
Section 4,1 (i)(i) Section 4.1 (i)('i)
(Performance of
Obligations) I
f-::--,----,-~------·--·------ --~;:::---:-;---;-;-;;-;-;;-:--· --- _._... ~,-------1----,---·-- ..........---1
Section 4.1 (I) (Setoff) Section 4. 1(l)(i) Section 4.1 (l)(i) Section 4. 1(l)(ii) ·
Section 4.1 (t) (Consents 1 Section 4.1 (t)(i) I Section 4.1 (t)(i) SeCtion 4.1 (t)(ii)
and Waivers) 1
1
: Section 4.1 (u) (oiiler·--j -----Seciion-~f-1(u)(T)"'--- "'section 4.T(u)(if--l---=-s-ec-t.,-!o_n_4-.1-(_u__ __ _
){.ii"')
j Documents) i
I=" 4.1(~ (P,®I o( ••... -- Sectioo 41 1'1:1I::~:~1---- ~-S"11oo 41 l'ltilj
Section 4.1 (k) CE'..u.n;:hase Price); Netting Arrangements.
If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4. 1(k)
shall be amended in its entirety as follows:
'(k) [intentionally omitted]."
4

30. Section 4.1 (r) (Predecessor Transfer Agreements).
0 Seller acquired the Transferred Rights from Immediate Prior Sell"'r pursuant to Predecessor
Transfer Agreements relating to parinear par loans.
0 Seller acquired the Transferred Rights from Immediate Prior SelliBr pursuant to Predecessor
Transfer Agreements relating to distressed loans.
0 Seller acquired U1e Transferred Rights from Immediate Prior Sell(i:lr pmsuant to Predecessor
Transfer Agreements relating to both par/near par loans and distresses.'i loans.
[81 Not applicable.
Section 4.1 (u) (Other Documents).
[81 None.
LJ The following: - - - - ·
Section 4.1(v) (Proof of Claim).
0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date. by
[] the Agent on behalf of the Lenders.
[] Seller or a Prior Seller.
0 The Bar Date specified in the Transaction Specific Terms has been set in the Bankruptcy
Case and no Proof of Claim has been filed.
D No Bar Date has been set in the Bankruptcy Case and no Proof 0'5 Claim l1as been filed.
[81 Not applicable.
SECTION 5 (BUYER'S REPRESENTATIONS AND WARRANTIES)
Section 5.1(n) (Buyer Status).
0 Buyer is not a Lender.
[81 Buyer is a Lender.
0 Buyer is an Affiliate (substitute Credit Agreement defined term if different] (as defined in the
Credit Agreement) of a Lender.
0 Buyer is an Approved Fund [substitute Credit Agreement defined ~erm if different] of a Lender.
If "Yes" is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer
represents and warrants that it (i) was not a Lender on the Trade Oate and· (ii) requested copies of the
Credit Documents from Seller on or prior to the Trade Date.
SECTION 6 (INDEMNIFICATIOlli
Section 6.1 (Seller's Indemnities); Ste..Q-Up Indemnities.
(i) If "Yes" is specified opposite "Step-Up Provisions" i•n the Tn,,msaction Summary, Seller's
indemnities contained in Section 6.1 (b) shall apply (and the alternate indemnities contained in Section
6. 1(a} shall not apply).
(ii) If "No" is specified opposite "Step-Up Provisions" in the Tramsaction Summary, Se!ler's
indemnities contained in Section 6.1 (a) shall apply (and the alternate indemnities contained in Section
6.1 (b) shall not apply).
SECTION 7 (COSTS AND EXPENSES}
0 Tl1e Transfer Fee shall be paid by Seller to the Agent and the !Purchase Price shall be increased by
an amount equal to
0 one-half thereof.
[] other relevant fraction or percentage, _ _ , thereof.
5

31. 0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall rece1ve a credit to the
Purchase Price equal to
0 one-half thereof.
D other relevant fraction or percentage, _ _ , thereof.
[g) The Transfer Fee shall be paid and allocated in the manner specified in the Netting Letter.
0 fhe Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase
Price shall be made in respect thereof.
0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price Silall be made in
respect thereof.
SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTS}
Section 8.2 (Distributions); Step-Up Distributions Covenant.
(i} If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained 1n Section 8.2(b) shall apply (and the alternate covenants contained in Section
8 2(a} sr1all not apply),
(ii) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8.2(a) shall apply {and the alternate covenants contained in Section
8.2(b) shall not apply}.
Section 8.4 (Wire Instructions).
Seller's Wire lns_tructions:
Buyer's Wire Instructions:
SECTION 9 (NOTICES)
Seiler's Address for Notices and Delivery:
6

32. Operations Contact
(Fundmg Notices, 8orrowings, Paydowns, Interest, Fees, etc.)
Buye(s Addr~ss for Notices and Delivery:
All Notices Sent To
BDCM OPPORTUNITY FUND II, L.P.
C/0 Black Diarrond Capital Management, L.L.C.
Attn: Loan Administrator
Legal Documentation:
Send To:
BOCM OPPORTUNITY FUND II, LP
c/o Black Diamond Capital Management L.L.C.
Credit Communications
All Credit Information Sent To:
Man,.,r1Atr>Rli1, L. L. C.
7

33. PH:- F
th_ SECTION 27 (ADDITIONAL PROVISIONS)
The following additional provisions, including any modifications to existing provisions, shall apply:
None
8

34. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
Name:
Title:
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BDCM Opportunity Fund II Adviser, l.L.C.
its Investment Manager
By.·_--
Name:
Title:
9

35. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BDCM Opportunity Fund H Adviser, L.L.C.
its Investment Manager
By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Name:
Title:
9

36. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES
1. If "Secondary Assignment" is specified opposite ''Type of Assignment" in the Transaction
Summary, list of Predecessor Transfer Agreements and principal amount, as of the settlement
date with respect thereto, of the portion of the Loans and Commitments (if any) thereunder
assigned hereby for purposes of Section 4.1 (r) and Section 5.1 (k){i) hereof, and designation as to
whether such Predecessor Transfer Agreements relate to par/near par loans or distressed loans.
Not Applicable
2. List of Credit Agreement and any other Credit Documents delivered pursuant to Section 4 i(s)
hereof.
None.
3. Description of Proof of Claim (if any).
Not applicable.
4. Description of Adequate Protection Order (if any).
Not applicable.
5. List any exceptions to Section 4.1 (w) (Notice of Impairment).
None.
6. The amount of any PIK Interest that accreted to thell·?lrlinlcliplallamount of the Loans on or after the
Trade Date but on or prior to the Settlement Date is• 1
Annex-!
dc-58508~

37. ASSIGNMENT AND ASSUMPTION AGREEMEN1'
This Assignment and Assumption Agreement the "Assi nment") is dated as of the Effective Date
set forth below and is entered into by and between {the ''Assignor") and BDCM
Opportunity Fund II, LP. (the "Assignee"), Capitalized terms used but no oefined herein shall have the
meanings given to them in the Amended and Restated First Lien Senior Secured Super-Priority Debtor-
in-Possession and Exit Credit and Guaranty Agreement identified below (as it may be amended,
supplemented or otherwise modified from time to time, the ''Credit Agreemeni''), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated i1erein by reference and made a part of this
Assignment as if set forth herein in MI.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee,
and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, the interest in and to ali of the Assignor's
rigl;ts and obligations under the Credit Agreement and any other documents or instruments delivered
pursuant thereto that represents the amount and percentage interest identified below of all of the
Assignor's outstanding rights and obligations under the respeciive facilities identified below (including, to
the extent included in any such facilities, letters of credit, LC Deposits and swingline loans) (the "Assigned
Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and the Credit Agreement, without representation or warranty by the
Assignor
1. Assignor:
2. Assignee: BDCM Opportunity Fund II, L.F'.
3. Borrower(s): Allied Systems Holdings, Inc., illied Systems, LTO (L.P.)
4, Administrative Agent: The CIT Group I Business Credit, Inc., as the
administrative agent under the Credit Agreement
5. Credit Agreement: Amended and Restated First Lien Secured Super-Priority
Debtor In Possession and Exit Credit and Guaranty
Agreement dated as of March 30, 2007, and amended and
restated as of May 15, 2007, among Allied Systems
Holdings, Inc. (as successor by merger to Allied Holdings,
Inc.), Ailied Systems, Ltd. (L.P.), certain Subsidiaries of
Holdings and Systems, as Guarantors, the Lenders parties
thereto from time to time, Goldman Sachs Credit Partners
LP, as Lead Arranger and Syndication Agent, The CIT
Group/Business Credit, Inc., as Administrative Agent and
Collateral Agent and the other agents parties thereto
NY450783. 11153-04166

38. 6. Assigned Interest:
/l.ggrega!e Amount of Amount of Percentage Assigned of
Commilment/Loans/LC Comml!ment/LoansiLC Commitment!Loans/LC
--v.
Facility Assigned Deposits for all Lenders Deposits Assigned Deposits
--·-·-····------ -----
LC Deposits USD• • • • •USD
Term Loans
USD···· --11-JSD --Vo
Effective
2

39. 7. Notice and Wire Instructions: See Attached
3

40. Wire Instructions: Wire Instructions: See Attached
4

41. The terms set forth in this Assignment are hereby agreed to:
ASSIGNOR
By:-:-:--------------
Name:
Title:
ASSIGNEE
BDCM Opportunity Fund II, L.P., as Assignee
By BDCM Opportunity Fund II Adviser, L.L.C.
Its Investment Manager
By:
5

42. The terms set forth in this /ssignment are hereby agreed to:
ASSIGNOR
BDCM Opportunity Fund II, LP., as Assignee
By BDCM Opportunity Fund II Adviser, L.L.C.
lls Investment Manager
By: _ _ _ _ __
Name:
Title:
5

43. Consented (o and Accepted:
Consented to:
ALLIED HOLDINGS, INC.
13y:
---------···--·-------·---··-·----
Name:
Title:
ALLIED SYSTEMS, LTD (L.P.)
By:
·-------·--·------
Name:
Title:
6

44. STAND/RD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT
Representations and Warranties.
[ .1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of ~he Assigned Interest, (ii) the Assigned Into rest is free and clear of any lien, encumbrance 01
other adverse claim and (iii) it has full power and authority, and has taken sll action necessary, to execute
and deliver this Assignment and to consummate the trsnsactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements (as defined herein), warranties or representations
made in cr in connection with any Credit Document, (ii) the execution, legality, validity, enforceability,
genuinePass, sufficiency or value of the Credit Agreement or any other instrument or document delivered
pursuant thereto, other U1an this Assignment (herein collectively the "Credit Documents"), or any collateral
tl1ereunder, (iii) the fin<mcial condition of the Company, any of its Subsidiaries or Affiliates or any other
PersC>n odigated in respect of ony Credit Document or (iv} the performance or observance by the
Borrower any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under an·1; Credit Document.
( .2 Assignee. The Assignee (a) l'epresents and warrants that (i) it has full power and
authority and has taken all action necessary, to execute and deliver this Assignment and to consummate
the transe:,ctions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets
all requir'ccments of an Eligible Assignee under the Credit Agreement, (Iii) from and after the Effective
Date, it s'iall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest. o;hall ~1ave the obligations of a Lender thereunder. (iv) it has received a copy of the Credit
Agreerne 'lf and such other documents and information as it has deemed appropriate to make its own
credit anBiysis and decision to enter into this Assignment and to purchase the Assigned Interest on the
bas1s of '·uhich it has made such analysis and decision, and (v) if it is a Non US Lender, attached to the
Assignm'''nt is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executeo by t11e Assignee; and (b) agrees that (i) it will, independently
and with•>ut reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
documer:s and information as it shall deem appropriate at that time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents, and (li) it will perform in accordance
with thei• terms all of the obligations which by the terms of the Credit Dccuments are required to be
performe :1 by it as a Lender.
c.. Payments. All payments with respect to the Assigned Interests shall be made on the
Effective Date as follows:
2:,1 With respect to Assigned Interests for Term Loans, unless notice to the contrary is
delivereo to the Lender from the Administrative Agent, payment to the Assignor by the Assignee in
respect d the Assigned Interest shall include such compensation to the Assignor as may be agreed upon
by the Assignor and the Assignee with respect to all unpaid interest which has accrued on the .P.ssigned
Interest to but excluding the Effective Date. On and after the applicable Effective Date, the Assignee
shall be entitled to receive all interest paid or payable with respect to the Assigned Interest, whether such
interest eccrued before or after the Effective Date.
2:,.2 With respect to Assigned Interests for Revolving Loans and LC Commitrr.ents and LC
Deposits. from and after the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.
7

45. 3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. Tills Assignment may be execC~ted in any
number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpati of a signature page of this Assignment by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment. This Assignment shall be governed by, and construed in
accordance with, the internal laws of the State of New York withott regard to conflict of laws principles
thereof.
8

47. PURCHASE AND SALE AGREEMENT F
TRANSACTION SPECIFIC TERMS
THIS PURCHASE AND SALE AGREEMENT dated as of the Agreement
Date and entered into by and between Seller uyer govern purchase and sale of the Loans,
the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and
in the LSTA Standard Terms and Sale Agreement for
published by the LSTA as (the "Standard Terms"). The
Standard Terms are incorporated herein by reference withou any whatsoever except as
- otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and
elections set forth in the Transaction Summary and Sections A through H below. The Standard Terms
and the Transaction Terms together constitute a single integrated Purchase and Sale Agreement
rning the Transaction. With respect to the Transaction, the Parties agree to be
Terms and the Transaction Specific Terms set forth herein.
Trade Date:
Agreement Date:
Seller:
Seller MEl:
Buyer:
Buyer MEl:
Credit Agreement: Lien Secured
Super-Priority Debtor In Possession and Exit
Credit and Guaranty Agreement dated as of
March 30, 2007, and amended and restated as of
May 15, 2007, among Allied Systems Holdings,
Inc. (as successor by merger to Allied Holdings,
Inc.), Allied Systems, Ltd. (L.P.), certain
Subsidiaries of Holdings and Systems, as
Guarantors, the Lenders parties thereto from
time to time, Goldman Sachs Credit Partners
L.P., as Lead Arranger and Syndication Agent,
The CIT Group/Business Credit, Inc., as
Administrative Agent and Collateral Agent and
the other agents parties thereto
Borrower: Allied Systems Holdings, Inc., Allied Systems,
Ltd. (L.P.)
Purchase Amount(s): (1)
(2)
Tranche(s): (1
(2
CUSIP Number(s), if available: Not Applicable
Pre-Settlement Date Accruals 0 Settled Without Accrued Interest
Treatment: ~ Trades Flat
Type of Assignment: ~ Original Assignment
LSTA EFFECTIVE September 9, 201'1 Copyrigllt@ LSTA 2011. All rights reserved.

48. 0 Secondary Assignment
Borrower in Bankruptcy: YesO No [8J
Delivery of Credit Documents: YesO No [8J
Netting Arrangements: Yes 18] NoD
Flip Representations: YesO No !S]
Step-Up Provisions: YesO No [8J
Shift Date: Not Applicable
Transfer Notice YesO No [8J
DEFINITIONS
Capitalized terms used in this Agreement shall have tf1e respective meanings ascribed thereto in Section
1 :>f the Standard Terms, as supplemented by Section A of the Transaction Specific Terms and as
otr,erwise may be provided in other provisions of this Agreement. Terms defined in the Credit Agreement
and not other.vise defined in this Agreement shall rave the same meanings in this Agreement as in the
Credit Agreement. Except as othetwise expressly set forth herein, each reference herein to "the
Agreement," "this Agreement," "herein," "hereunder" or "hereof" shall be deemed a reference to this
Agreement. If there is any inconsistency between the Transaction Specific Terms and the Standard
Terms, tile Transaction Specific Terms shall govern and control.
In this Agreement:
"~gent" means THE CIT GROUP I Business Credit. Inc. as Administrative Agent under the Credit
Agreement.
"Assignment" means an Assignment and Assumption Agreement that is in the form specified in the Credit
Agreement for an assignment of the Loans and Commitments (if any) and any Requirea Consents :o
such assignment.
··s smkruptcv Case" select one:
t2l none.
0 means [the case under the Bankruptcy Code pending before the Bankruptcy Court in which
Borrower is a debtor. In re , No. _ _ _ __,
"8 3nkruptcy Court" select one:
[8J none.
0 means [the United States Bankruptcy Court for the ______ District of _ _ _ _ (and, if
aprropriato, the United States District Court for that District)].
"Bar Date" select one:
-- ~ not applicable.
0 none has been set.
0 means [specify applicable date, if any].
"8 •Jyer Purchase Price" select one:
0 not applicable.
~ means the purchase price payable by Buyer to Original Buyer pursuant to the Netting Letter (this
applies if there are three (3) parties involved in the netting arrangement).
0 means the purchase price payable by Buyer to Penultimate Buyer pursuant to the Netting Letter
(this appl;es if there are four (4) or more parties involved in the netting arrangement).
2

49. "Commitments" select one:
. l8'l none.
0 means [identify applicable commitment tranche(s) using Credit Agreement definitions] in the
principal amount of $/£/€ [in each case specify the aggregate amount of the Loans, the
Unfunded Commitments and the portion, if any, of the Commitments that is irrevocably "frozen" (LiL,
that is not subject to future drawing)].
"Covered Prior Seller" select one:
(gJ not applicable.
0 means each Prior Seller that transferred the Loans and Commitments (if any) on or after the Shift
Date [but prior to the transfer pursuant to which transferred such Loans and
Commitments (if any) on a distressed documentation basis pursuant to the Purchase and Sale
Agreement for Distressed Trades dated as of , as set forth in the Annex].
"Fiiing_Q§JJJ'l" select one:
(gJ none.
0 means [identify date on which Borrower filed Bankruptcy Case].
"Loans" means (i) LC Deposits in amount of·····~nd (ii) Term Loans in
the outstanding principal amount
"N~tting Letter" select one:
0 not applicable.
0 means that certain Multilateral Netting Agreement in the form currently published by the LSTA
dated on or as of the Agreement Date among Seller, Buyer and Original Buyer.
"Original Buyer" select one:
0 not i
QSl mean .
"Penultimate Buyer" select one:
0 not applicable.
0 none ("none" is applicable if there are only three (3) parties involved in the netting arrangement).
1.] means r .
"Required Consents" means notice to the Borrowers and the Agent and the acceptance and recordation
of the Assignment by the Agent
''Seller Purchase Price" select one:
0 not applicable.
t:SJ means the purchase price payable by Original Buyer to Seller pursuant to the Netting Letter.
"Transfer Fee" means none.
3

50. SECTION 4 (SELLER'S REPRESENTATIONS AND WARRANTIES)
Tile following specified terms shaH apply to the sections referenced in this Section B:
-.
--~Flat Representation Flip Representation ---Step-Ug ---·-
- . Representation
If "No" is specified-~ if "Yes" is specified If "YeS'~ecif(e((
i oppos1te both "Flip : opposite "Flip opposite "Step-Up
Representations" and Representations" in , Provisions'' in the
"Step-Up Provisions" in the Transactio n Transaction Summary,
the Transaction Summary, th e the following
• Summary, the following following subsection s subsections of Section
l subsections of Section 4 of Section 4 sll all 4 shall apply:
I I shall apply: apply:
Ect
i
ion 4.1(d) (Title)
Sect1·on 4.1(e)
·- Section 4. 1(d)(i)
·-section 4.1 (e)(i)
----
-- Seci1on4.1(d)(ii)
... ~·-
Section 4.1 (e)(i)
i____ .~ection 4.1 (d)-~)--J
Section 4.1 (e)(ii) 1
(Proc,eedings)
Section 4. 1(f) {Principal
Amo unt)
~--~
Section 4.1(f)(i)
·-····-·
SeCtion 4.1 (f)(ii)
..
----- Section 4. 1(f)(ij'-~l
I
Sect ion 4:1 (g) (Future Section 4.1 (g)(i) Section 4.1(g)(H)
i Funding) I
Sect i0n4..1(11J.(Acts and---~ Section 4.1 (h)(i)
···-~-- ----
Section 4.1 (t1)(i) Section 4.1 (1~
Om is sions)
-~----··---··-~~~------··"'
i ____ ,,._ ..
Sect ion 4.1(1) Section 4.1 (i)(i) s·ection 4.1 (i)(i) Section..4~ 1(i)(ii)
1 (Performance of
I Obio ations)
'''"""--~---~-------
ion 4.1(1) (Setoff) Section 4. 1(l)(i)
l
~ect
Section 4.1 (l)(i) Section 4.1N(ii)
Sect ion 4.1(!)-(Consents Section 4. 1(t)(i)
-- ---- section 4.1 (t)(ij. Section-4.1(!~
ndWaivers)
Sect ion 4.1 (u) (Other Section 4.1 (u)(i)
·-·
Section 4.1 (u)(i)
--·· Section 4.1 (u)(ii)
!
Qpcu_ _)
ments
I
f---::;:S-ec--ct-:-io-n--4::--.7 (;-v:--)(';;P;:-r-oo-;f,-o7f --+----;:;s:-e-ct""'io-n-4 .7 (-:-v-;-:)(;;;:i)--1
1 7
1 --Section 4. 1(v )( ii) Section 4. 1(v)(i)
I QJ9~~~----------j_ __
Section 4.1 (k) (E'urqh?~. Price); Netting Arrangements.
If "Yes" is specified opposite Netting Arrangements in the Transaction Summary, Section 4.1 (k)
sllall be amended in its entirety as follows:
"(k) [intentionally omitted]."
4

51. Section 4.1 (r) (Predecessor Transfer Agr.©£lments).
0 Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to par/near par loans.
0 Seller acquired the Transferred R1ghts from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to distressed loans.
D Seller acquired the Transferred Rights from Immediate Prior Seller pursuant to Predecessor
Transfer Agreements relating to both par/near par loans and d·1stressed loans.
tZl Not applicable.
Section 4.1 (u) (Other Documents).
tZl None.
D The following:
Section 4.1 (V) (Proof of Claim).
0 The Proof of Claim was duly and timely filed, on or prior to the Bar Date, by
D the Agent on behalf of the Lenders.
0 Seller or a Prior Seller.
0 The Bar Date specified in the Transaction Specific Terms has been set in the Bankruptcy
Case and no Proof of Claim l1as been filed.
D No Bar Date has been set in the Bankruptcy Case and no Proof of Claim has been filed.
tZl Not applicable.
~ECTION 5 (BUYER'S REPRESENTATIONS AND WARRANTIES)
Section 5.1 (n) (Buyer Status).
D Buyer is not a Lender.
tZlBuyer is a Lender.
0 Buyer is an Affiliate [substitute Credit Agreement defined term if different] (as defmed in the
Credit Agreement) of a Lender.
0 Buyer is an Approved Fund [substitute Credit Agreement defined term if different] of a Lender.
If "Yes" is specified opposite "Delivery of Credit Documents" in the Transaction Summary, Buyer
represents and warrants that it (i) was not a Lender on the Trade Date and (ii) requested copies of the
Credit Documents from Seller on or prior to the Trade Date.
SECTION 6 (INDEMNIFICATION)
Section 6.1 (Seller's lndemniti~..§); §J~P.:!dP.JJ1de_f!1J:Iltles.
(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seiler's
indemnities contained 1n Section 6.1 (b) shall apply (and the alternate indemnities contained in Section
6.1 (a) shall not apply).
(ii) if "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
indemnities contained in Section 6.1(a) shall apply (and the alternate indemnities contained in Section
6.1 (b) shall not apply).
SECTION 7 (COSTS AND EXPENSES)
0 The Transfer Fee shall be paid by Seller to the Agent and the Purchase Price shall be increased by
an amount equal to
0 one..half thereof.
0 other relevant fraction or percentage, _ _ , thereof.
5

52. 0 The Transfer Fee shall be paid by Buyer to the Agent and Buyer shall receive a credit to the
Purchase Price equal to
0 one-half thereof.
0 other relevant fraction or percentage, _ _ , thereof.
[2] The Transfer Fee shall be paid and allocated in the manner specified in the Netting Letter.
0 The Transfer Fee has been waived by the Agent and, accordingly, no adjustment to the Purchase
Price shall be rna de in respect thereof.
0 There is no Transfer Fee and, accordingly, no adjustment to the Purchase Price shall be made in
respect thereof.
SECTION 8 (DISTRIBUTIONS; INTEREST AND FEES; PAYMENTSl
Section 8.2 (Distributions); Step-Up Distributions Covenant.
(i) If "Yes" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8.2(b) shall apply (and the alternate covenants contained in Section
8.2(a) shall not apply).
(ii) If "No" is specified opposite "Step-Up Provisions" in the Transaction Summary, Seller's
covenants contained in Section 8.2(a) shall apply (and the alternate covenants contained in Section
8.2(b) shall not apply).
Section 8.4 (Wire Instructions).
Seller's Wire Instructions:
.§.YYi:lr's Wire Instructions:
SECTION 9 (NOTICES)
Seller's Address for Notices and Delivery:
6

53. Operations Contact
(Funding Notices, Borrowings, Paydowns, Interest, Fees, etc.)
Buyer's Address for Nolices and Delivery:
All Notices Sent To
BDCM OPPORTUNITY FUND II, L.P.
C/0 Black Diamond Capital Management, L.L.C.
Legal Documentation:
Send To:
BDCM OPPORTUNITY FUND II, L.P.
c/o Black Diamond Capital Management L.L.C.
Attn: Loan Administrator
Credit Communications
AI! Credit Information Sent To:
Black Diamond ment, L.L.C.
7

54. Fax:
H. SECTION 27 (ADDITIONAL PROVISIONS}
The following additional provisions, including any modif'cations to existing provisions, shall apply:
None

55. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
By: ____·--~--------------
Name:
Title:
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BDCM Opportunity Fund II Adviser, L.L.C.
its Investment Manager
By·
9

56. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement by their duly
authorized officers or representatives as of the Agreement Date.
SELLER
BUYER
BDCM OPPORTUNITY FUND II, L.P.
by BDCM Opportunity Fund II Adviser, L.L.C.
its Investment Manager
By:-:------------------
Name:
Title:
9

57. ANNEX TO PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES
1. If "Secondary Assignment" is specified opposite "Type of Assignment" in the Transaction
Summary, list of Predecessor Transfer Agreements and principal amount, as of the settlement
date with respect thereto, of the portion of the Loans and Commitments (if any) thereunder
assigned hereby for purposes of Section 4.1 (r) and Section 5.1 (k)(i) hereof, and designation as to
whether such Predecessor Transfer Agreements reate to par/near par loans or distressed loans.
Not Applicable
2. List of Credit Agreement and any other Credit Documents deliv<tred pursuant to Section 4.1(s)
hereof.
None.
3. Description of Proof of Claim (if any)
Not applicable.
4. Description of Adequate Protection Order (if any).
Not applicable.
5. List any exceptions to Section 4.1 (w) (Notice of Impairment).
None.
6.
Trade Date but on or prior to the Settlement Date isl······
The amount of any PIK lnteresi that accreted to the principal amount of the Loans on or after the
Annex-!
dc-585084