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Exhibit 4.3(d)
EXECUTION COPY
March 9, 2006
ALLIED HOLDINGS, INC.
160 Clairemont Avenue
Suite 200
Decatur, Georgia 30030
Attention: Chief Financial Officer
Fax No. 404-370-4206
Re: General Electric Capital Corporation: Allied Holdings, Inc.
Dear Ladies and Gentlemen:
Reference is made to that certain SENIOR SECURED SUPER-PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT (as amended, restated,
supplemented, or
otherwise modified, the "Credit Agreement"), dated as of August 1,
2005, 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" and individually, a
"Borrower") (b)
the other Credit Parties signatory hereto; (c) GENERAL ELECTRIC
CAPITAL
CORPORATION ("GE Capital" or the "Administrative Agent"), as
Administrative
Agent, Collateral Agent, co-Revolver Agent and co-Syndication
Agent; (d) MORGAN
STANLEY SENIOR FUNDING, INC., as co-Term Loan B Agent,
co-Syndication Agent,
co-Bookrunner and co-Term Loan B Lead Arranger; (e) MARATHON
STRUCTURED FINANCE
FUND, L.P., as co-Revolver Agent, Term Loan A Agent, co-Term Loan B
Agent, Term
Loan A Lead Arranger, co-Term Loan B Lead Arranger and co-Revolver
Lead
Arrangers; (f) the other Lenders signatory hereto from time to time
(the
"Lenders") and (g) GE CAPITAL MARKETS, INC., as co-Revolver Lead
Arranger and
co-Bookrunner.
1.
Specified Events
of Default.
Based on the financial information for the Fiscal Month ended
January 31,
2006, required by Section 4.1(a) and Annex E, clause (a) of the
Credit Agreement
and delivered on March 3, 2006, and based upon preliminary
financial results for
the Fiscal Year ended December 31, 2005, as communicated by the
Borrower to the
Lenders, Borrowers anticipate that they will be in default of the
Financial
Covenants required by Section 6.10 and Annex G, clauses (c) and (d)
of the
Credit Agreement as follows:
(i)
actual EBITDA for the 12-month period ended on January 31, 2006
will be
$40,290,000;
(ii)
actual EBITDA for the 12-month period ended on December 31, 2005
will
be
$38,516,000;
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(iii) the actual Leverage Ratio for the 12-month period ended on
January
31,
2006 will be 4.81:1.0;
(iv)
the actual Leverage Ratio for the 12-month period ended on
December
31,
2005 will be 4.74:1.0; and
(v)
the Events of Default set forth on Schedule A hereto (the
"Specified
Events of Default") will occur or will be continuing.
2.
Outstanding Obligations. Borrowers acknowledge and agree that as
of
March 6, 2006, the aggregate outstanding principal amounts of the
Revolving
Loan, the Term Loan A and the Term Loan B are $60,764,606.20,
$20,000,000 and
$80,000,000, respectively, and that such principal amounts, plus
interest and
fees, are payable pursuant to the Credit Agreement and other Loan
Documents
without defense, offset, withholding, counterclaim or deduction of
any kind.
3.
Forbearance. (a) Notwithstanding the existence of the Specified
Events
of Default, the Administrative Agent and the Lenders agree that the
Specified
Events of Default will not constitute a Default or an Event of
Default for
purposes of Section 2.2 of the Credit Agreement. The Administrative
Agent and
the Lenders agree to temporarily forbear from exercising their
remedies under
the Credit Agreement and the other Loan Documents during the
Forbearance Period
(as defined below). The Administrative Agent and the Lenders will
not charge
interest on any Obligations at the default rate of interest under
Section 1.5(d)
of the Credit Agreement retroactively to the date of the occurrence
of any of
the Specified Events of Default. The Administrative Agent's and the
Lenders'
continued forbearance from exercising their remedies relative to
the Specified
Events of Default during the Forbearance Period is expressly
conditioned on
satisfactory compliance by Borrowers with each of the following
(the
"Forbearance Conditions"):
(i) all fees, costs and expenses incurred in connection with
this
forbearance letter, the Credit Agreement and any other Loan
Documents
(including, without limitation, legal fees and expenses and fees
and
expenses for a consultant to advise the Agents and the Lenders)
shall have
been
paid;
(ii) EBITDA for the rolling 12-month periods ending on each of
January
31,
2006 and December 31, 2005, in each case as reflected in the
financial
information
