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Exhibit 4.3(i)
EXECUTION COPY
CONSENT AND FORBEARANCE EXTENSION TO
CREDIT AGREEMENT AND LOAN DOCUMENTS
This
CONSENT AND FORBEARANCE EXTENSION, dated as of May 30, 2006
(this
"Consent and Extension"), is 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"), each, a debtor and debtor-in-possession; (b) the
other Credit
Parties signatory hereto (the "Credit Party" and, together with the
Borrowers,
the "Credit Parties"); (c) GENERAL ELECTRIC CAPITAL CORPORATION,
as
Administrative Agent (in such capacity, the "Administrative
Agent"), Collateral
Agent, Revolver Agent and co-Syndication Agent ("GE Capital"); (d)
MORGAN
STANLEY SENIOR FUNDING, INC., as Term Loan A Agent, Term Loan B
Agent,
co-Syndication Agent, co-Bookrunner and Term Loan B Lead Arranger
("Morgan
Stanley"); and (e) the other Lenders signatory hereto from time to
time.
W I T N E S S E T H
WHEREAS,
the Credit Parties, the Lenders party to the Credit Agreement
from time to time, GE Capital and Morgan Stanley are parties to
that certain
Senior Secured, Super-Priority Debtor-in-Possession Credit
Agreement, dated as
of August 1, 2005 (including all annexes, exhibits and schedules
thereto, and as
amended, supplemented or otherwise modified from time to time, the
"Credit
Agreement");
WHEREAS,
in that certain Consent and Fourth Amendment to Credit
Agreement
and Loan Documents, dated as of April 18, 2006, 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 (as
defined
below) 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;
WHEREAS,
in that certain letter agreement, dated May 18, 2006, the Term
Loan B Agent agreed to extend the Forbearance for another 15 days
until
June 1, 2006; and
WHEREAS,
the Administrative Agent and the Requisite Lenders have agreed
to
consent to certain transactions in the manner, and on the terms and
conditions,
provided for herein.
NOW
THEREFORE, in consideration of the premises and for other good
and
valuable consideration, the receipt, adequacy and sufficiency of
which are
hereby acknowledged, the parties hereto agree as follows:
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1.
Definitions. Capitalized terms not otherwise defined herein shall
have
the meanings ascribed to them in the Credit Agreement.
2.
Specified Events of Default. Borrowers acknowledge that they were
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").
3.
Extension of Forbearance.
(a) Borrowers acknowledge that as of the date hereof the
Specified
Events of Default have occurred and have not been waived.
(b) Borrowers have requested that, and the Administrative Agent
and
the Lenders have agreed to, extend the Forbearance to cover the
Specified Events
of Default, as defined herein, commencing on the date hereof and
continuing
through the earliest of: (i) June 16, 2006 or (ii) the occurrence
of any Event
of Default other than the Specified Events of Default.
4.
Consent. The Credit Parties have informed the Administrative Agent
and
the Lenders that the Credit Parties will be unable to deliver their
annual
audited Financial Statements for Borrowers for Fiscal Year 2005 and
related
deliveries by May 30, 2006, the date for such delivery provided for
in the
Consent, dated May 1, 2006, and have requested that the Requisite
Lenders extend
the date for such delivery to June 16, 2006 (the "Extension"). As
of the
Effective Date, subject to the terms hereof, the Requisite Lenders
hereby
consent to the Extension.
5.
Representations and Warranties. To induce the Requisite Lenders
to
enter into this Consent and Extension, each of the Credit Parties
executing this
Consent and Extension, jointly and severally, makes the
following
representations and warranties:
(a) The execution, delivery and performance by such Credit Party
of
this Consent and Extension: (i) are within such Credit Party's
power; (ii) have
been duly authorized by all necessary corporate, limited liability
company or
limited partnership action; (iii) do not contravene any provision
of such Credit
Party's charter, bylaws or partnership or operating agreement as
applicable;
(iv) do not violate any law or regulation, or any order or decree
of any court
or Governmental Authority; (v) do not conflict with or result in
the breach or
termination of, constitute a default under or accelerate or permit
the
acceleration of any performance required by, any indenture,
mortgage, deed of
trust, lease, agreement or other instrument to which such Credit
Party is a
party or by which such Credit Party or any of its property is
bound; (vi) do not
result in the creation or imposition of any Lien upon any of the
property of
such Credit Party; and (vii) do not require the consent or approval
of any
Governmental Authority or any other Person other than the
Bankruptcy Court.
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(b) This Consent and Extension has been duly executed and
delivered
by or on behalf of such Credit Party.
(c) Each of this Consent and Extension and the Credit Agreement
constitutes a legal, valid and binding obligation of such Credit
Party,
enforceable against it in accordance with its terms, except as
such
enforceability may be limited by applicable bankruptcy,
insolvency,
reorganization, moratorium or other laws relative to or affecting
the
enforcement of creditors' rights generally in effect from time to
time and by
general principles of equity.
(d) No Default or Event of Default has occurred and is
continuing
after giving effect to this Consent and Extension, except for the
Defaults or
Events of Default set forth in Schedule A hereof.
(e) Other than (i) the commencement of the Chapter 11 Cases and
(ii)
[any others], no action, claim,
