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EXHIBIT 4.3(H)
May 18, 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 (the "Administrative Agent"), as Administrative Agent,
Collateral
Agent, Revolver Agent and co-Syndication Agent; (d) MORGAN STANLEY
SENIOR
FUNDING, INC., as Term Loan A Agent, Term Loan B Agent,
co-Syndication Agent,
co-Bookrunner and co-Term Loan B Lead Arranger ("Morgan Stanley" or
the "Term
Loan B Agent"); (e) the other Lenders signatory hereto from time to
time (the
"Lenders") and (f) GE CAPITAL MARKETS, INC., as co-Revolver Lead
Arranger and
co-Bookrunner. Capitalized terms not otherwise defined herein shall
have the
meanings ascribed to them in the Credit Agreement.
1.
Specified Events of Default. Borrowers acknowledge that as of the
date
hereof they are and remain in default of the Financial Covenants
for Fixed
Charge Coverage Ratio, EBITDA and the Leverage Ratio as set forth
in Section
6.10 and Annex G, clauses (b), (c) and (d) of the Credit Agreement
and as set
forth on Schedule A hereto (the "Specified Events of Default").
2.
Extension of Forbearance. (a) In that certain Consent and
Fourth
Amendment to Credit Agreement and Loan Documents, dated as of April
18, 2006
(the "Amendment"), by and among Borrowers, the Administrative
Agent, Morgan
Stanley and the Lenders, the Administrative Agent and the Lenders
agreed that
(i) the Specified Events of Default would not constitute a Default
or an Event
of Default for purposes of Section 2.2 of the Credit Agreement and
(ii) they
would forbear from exercising their remedies under the Credit
Agreement and the
other Loan Documents (both (i) and (ii), the "Forbearance") until
May 18, 2006
with the possibility of an extension of the May 18 date of up to 30
additional
days at the sole discretion of the Term Loan B Agent.
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ALLIED HOLDINGS, INC.
2
(b) As of the date hereof, subject to the terms hereof, the Term
Loan B Agent
agrees to waive the condition set forth in Section 3(f)(ii) of the
Amendment and
to extend the Forbearance until the earlier of (i) June 1, 2006 or
(ii) the
occurrence of any default or Event of Default other than the
Specified Events of
Default (the "Forbearance Extension").
(c) Borrowers acknowledge that as of the date hereof the Specified
Events of
Default have occurred and are continuing.
(d) Term Loan B Agent's grant of the Forbearance Extension is
expressly
conditioned on Borrowers' continued good faith participation in
discussions
related to obtaining at least $20,000,000 of new funding to be
provided on a
basis junior t
