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[GM LOGO]
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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 made to
those certain agreements
among Allied and certain of its affiliates and GM and
certain of its affiliates
regarding the expedited payment of GM's and its
affiliates' accounts payable
to Allied and certain of its affiliates
(collectively, the "Expedited
Pay Agreements"). Capitalized terms used, but not
defined herein, shall have
the meaning ascribed to such terms in the Contract
and the Expedited Pay
Agreements, respectively.
GM recently advised Allied,
in accordance with the terms of the Expedited Pay
Agreements, that GM desires
to terminate Allied's participation in such
programs. Allied, in turn,
has advised GM that it desires to continue to
participate in such program
or a replacement program providing similar terms and
conditions as set forth in
the Expedited Pay Agreements. GM has agreed to
continue the expedited
payment accommodations on the terms and conditions set
forth in this letter
agreement.
GM agrees to permit Allied to
continue as a participant in the GECC Trade
Payable Program (the "TPP")
or a substantially similar program, in either case,
pursuant to the terms and
conditions of the Expedited Pay Agreements, through
the earlier to occur of (a)
December 31, 2005; (b) a termination of the
Contract; or (c) Allied's
breach of the terms of this letter agreement. GM and
Allied each acknowledge and
agree that the applicable discount rate will be
[XXXX]% APR ([XXXX]% daily
rate) calculated times the number of days of actual
improvement relative to the
Contract's current payment terms (i.e., payment on
the twenty-fifth day of the
following month from the date of service per Section
11.02 of the Contract).
Effective January 1, 2006 and continuing through the
earlier to occur of (i) the
expiration or termination of the Contract; or (ii)
Allied's breach of the terms
of this letter agreement, GM will make payment of
its accounts payable to
Allied on terms of "25th instant, 10th prox." (i.e.,
invoices received in GM's
accounts payable systems on the first through
fifteenth of the month shall
be paid on the twenty-fifth day of the then current
month, and invoices received
on the sixteenth through the end of the month will
be paid on the tenth day of
the following month) or equivalent expedited basis,
with the
