Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
| | | | |
In re: | | Chapter 11 |
| | | | |
ALLIED HOLDINGS, INC., | | Case No. 05-12515 |
| | | | |
| | Debtor. | | Judge Mullins |
DEBTOR’S MONTHLY OPERATING REPORT FOR THE PERIOD
MARCH 1, 2007 TO MARCH 31, 2007
The above-named debtor (the “Debtor”) hereby files the attached Monthly Operating Report containing its Periodic Financial Reports prepared in accordance with the Guidelines established by the United States Trustee and Federal Rule of Bankruptcy Procedure 2015. The Periodic Financial Reports have been prepared from files, records and documents of the Debtor available at the time of preparation and is accurate as set forth and represented in those files, records and documents. The attorneys for the Debtor have not reviewed the Debtor’s business records upon which these Periodic Financial Reports are based and make no representation concerning the accuracy of the financial information provided herein.
This 17th day of May, 2007.
| | | | |
| | /s/ Thomas R. Walker | | |
| | Ezra H. Cohen (GA State Bar No. 173800) | | |
| | Jeffrey W. Kelley (GA State Bar No. 412296) | | |
| | Harris B. Winsberg (GA State Bar No. 770892) | | |
Debtor’s Address: | | Thomas R. Walker (GA State Bar No. 732855) | | |
| | | | |
160 Clairemont Avenue | | TROUTMAN SANDERS LLP | | |
Decatur, GA 30030-2557 | | Bank of America Plaza | | |
| | 600 Peachtree Street, N.E. — Suite 5200 | | |
| | Atlanta, Georgia 30308-2216 | | |
| | Telephone No.: (404) 885-3000 | | |
| | Facsimile No.: (404) 885-3900 | | |
| | | | |
| | ATTORNEYS FOR THE DEBTOR | | |
Allied Holdings, Inc.
Case No. 05-12515
Monthly Operating Report
For the Period from March 1, 2007 to March 31, 2007
Table of Contents
| | |
1. | | Notes to Monthly Operating Report (Including Cash Disbursements) |
| | |
2. | | Consolidated Balance Sheet — Allied Holdings, Inc. and its Debtor Subsidiaries (Unaudited) |
| | |
3. | | Consolidated Statement of Operations — Allied Holdings, Inc. and its Debtor Subsidiaries (Unaudited) |
| | |
4. | | Notes to Financial Statements |
| | |
5. | | Attachment 1 — Accounts Receivable Rollforward and Accounts Receivable Aging * |
| | |
6. | | Attachment 2 — Accounts Payable Aging — Summary (Postpetition Only) and Payments to Secured Creditors |
| | |
7. | | Attachment 3 — Fixed Asset Report |
| | |
8. | | Attachment 6 — Certificate of Compliance with Tax Filing Requirements |
| | |
9. | | Attachment 7 — Confirmation of Insurance |
| | |
10. | | Attachment 8 — Significant Developments |
| | |
11. | | Bank Account Balances |
| | |
* | | Not applicable for current Monthly Operating Report |
| | |
1. | | Notes to Monthly Operating Report (Including Cash Disbursements) |
ALLIED HOLDINGS, INC.
Case No. 05-12515
NOTES TO MONTHLY OPERATING REPORT
DEBTOR’S MONTHLY FINANCIAL REPORTS (BUSINESS)
Reporting Period March 1, 2007 to March 31, 2007
| | | | |
TOTAL CASH DISBURSEMENTS DURING THE REPORTING PERIOD: | | $ | 6,491,125 | |
| | | |
I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This 15th day of May 2007
| | | | |
| | /s/ Thomas H. King | | |
| | Thomas H. King | | |
| | Chief Financial Officer | | |
| | Allied Holdings, Inc. | | |
| | |
2. | | Consolidated Balance Sheet — Allied Holdings, Inc. and its Debtor Subsidiaries (Unaudited) |
ALLIED HOLDINGS, INC. AND ITS DEBTOR SUBSIDIARIES
(DEBTOR-IN-POSSESSION AS OF JULY 31, 2005)
CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | March 31, | | | February 28 | | | January 31, | | | December 31, | |
| | 2007 | | | 2007 | | | 2007 | | | 2006 | |
| | | | | (Revised) | | | (Revised) | | | (Revised) | |
ASSETS | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 26,278 | | | $ | 2,180 | | | $ | 4,628 | | | $ | 189 | |
Receivables, net of allowances | | | 46,978 | | | | 45,039 | | | | 37,285 | | | | 50,019 | |
Related party receivables | | | 19,807 | | | | 20,238 | | | | 17,362 | | | | 16,953 | |
Inventories | | | 4,767 | | | | 4,592 | | | | 4,711 | | | | 4,916 | |
Deferred income taxes | | | 1,907 | | | | 1,907 | | | | 1,907 | | | | 1,907 | |
Prepayments and other current assets | | | 20,484 | | | | 21,413 | | | | 20,860 | | | | 21,615 | |
| | | | | | | | | | | | |
Total current assets | | | 120,221 | | | | 95,369 | | | | 86,753 | | | | 95,599 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT, NET | | | 128,933 | | | | 123,282 | | | | 123,089 | | | | 125,236 | |
| | | | | | | | | | | | | | | | |
GOODWILL, NET | | | 3,545 | | | | 3,545 | | | | 3,545 | | | | 3,545 | |
| | | | | | | | | | | | | | | | |
OTHER NONCURRENT ASSETS | | | 32,883 | | | | 24,766 | | | | 24,548 | | | | 24,402 | |
| | | | | | | | | | | | | | | | |
INVESTMENT IN RELATED PARTIES | | | 19,990 | | | | 19,559 | | | | 19,058 | | | | 18,931 | |
| | | | | | | | | | | | |
Total assets | | $ | 305,572 | | | $ | 266,521 | | | $ | 256,993 | | | $ | 267,713 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CURRENT LIABILITIES NOT SUBJECT TO COMPROMISE: | | | | | | | | | | | | | | | | |
Borrowings under Canadian revolving credit facility | | $ | 372 | | | $ | 1,215 | | | $ | 448 | | | $ | 0 | |
Debtor-in-possession credit facility | | | 205,000 | | | | 170,056 | | | | 160,685 | | | | 161,357 | |
Accounts and notes payable | | | 29,304 | | | | 21,420 | | | | 22,032 | | | | 26,300 | |
Deferred income taxes | | | — | | | | — | | | | — | | | | — | |
Accrued liabilities | | | 54,004 | | | | 53,068 | | | | 49,334 | | | | 49,488 | |
| | | | | | | | | | | | |
Total current liabilities | | | 288,680 | | | | 245,759 | | | | 232,499 | | | $ | 237,145 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LONG-TERM LIABILITIES NOT SUBJECT TO COMPROMISE: | | | | | | | | | | | | | | | | |
Postretirement benefits other than pensions | | | 14,221 | | | | 14,213 | | | | 14,201 | | | | 14,227 | |
Deferred income taxes | | | 1,926 | | | | 1,926 | | | | 1,926 | | | | 1,926 | |
Other long-term liabilities | | | 17,286 | | | | 19,299 | | | | 18,869 | | | | 17,939 | |
| | | | | | | | | | | | |
Total long-term liabilities | | | 33,433 | | | | 35,438 | | | | 34,996 | | | | 34,092 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES SUBJECT TO COMPROMISE | | | 198,965 | | | | 198,945 | | | | 198,888 | | | | 198,916 | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS’ DEFICIT | | | (215,506 | ) | | | (213,621 | ) | | | (209,390 | ) | | | (202,440 | ) |
| | | | | | | | | | | | |
Total liabilities and stockholders’ deficit | | $ | 305,572 | | | $ | 266,521 | | | $ | 256,993 | | | $ | 267,713 | |
| | | | | | | | | | | | |
| | |
3. | | Consolidated Statement of Operations — Allied Holdings, Inc. and its Debtor Subsidiaries (Unaudited) |
ALLIED HOLDINGS, INC. AND ITS DEBTOR SUBSIDIARIES
(DEBTOR-IN-POSSESSION AS OF JULY 31, 2005)
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands)
(Unaudited)
| | | | | | | | |
| | For the Month Ended | |
| | March 31,2007 | | | December 31, 2006 | |
| | | | | (Revised) | |
REVENUES | | $ | 75,669 | | | $ | 65,095 | |
| | | | | | |
| | | | | | | | |
OPERATING EXPENSES: | | | | | | | | |
Salaries, wages and fringe benefits | | | 37,028 | | | | 31,223 | |
Operating supplies and expenses | | | 15,921 | | | | 13,169 | |
Purchased transportation | | | 8,716 | | | | 7,931 | |
Insurance and claims | | | 3,570 | | | | 3,192 | |
Operating taxes and licenses | | | 2,335 | | | | 1,798 | |
Depreciation and amortization | | | 2,771 | | | | 2,830 | |
Rents | | | 695 | | | | 618 | |
Communications and utilities | | | 724 | | | | 510 | |
Other operating expenses | | | 1,001 | | | | 450 | |
Loss on disposal of operating assets, net | | | — | | | | (3,056 | ) |
| | | | | | |
Total operating expenses | | | 72,761 | | | | 58,665 | |
| | | | | | |
Operating income (loss) | | | 2,908 | | | | 6,430 | |
| | | | | | |
| | | | | | | | |
OTHER INCOME (EXPENSE): | | | | | | | | |
Interest expense | | | (3,636 | ) | | | (1,615 | ) |
Investment income | | | 4 | | | | 74 | |
Foreign exchange gains (losses), net | | | 227 | | | | (1,310 | ) |
Equity in earnings (losses) of subsidiaries | | | 428 | | | | (6,715 | ) |
| | | | | | |
| | | (2,977 | ) | | | (9,566 | ) |
| | | | | | |
| | | | | | | | |
LOSS BEFORE REORGANIZATION ITEMS AND INCOME TAXES | | | (69 | ) | | | (3,136 | ) |
| | | | | | | | |
REORGANIZATION ITEMS | | | (1,897 | ) | | | (726 | ) |
| | | | | | |
| | | | | | | | |
LOSS BEFORE INCOME TAXES | | | (1,966 | ) | | | (3,862 | ) |
| | | | | | | | |
INCOME TAX BENEFIT | | | — | | | | 242 | |
| | | | | | |
| | | | | | | | |
NET LOSS | | ($ | 1,966 | ) | | | (3,620 | ) |
| | | | | | |
| | |
4. | | Notes to Financial Statements |
Allied Holdings, Inc. and Its Debtor Subsidiaries
(Debtor-in-possession as of July 31, 2005)
Notes to Financial Statements
1. Basis of Presentation
The accompanying unaudited consolidated balance sheet and consolidated statement of operations of Allied Holdings, Inc. and its debtor subsidiaries have been prepared on the basis of the Company’s internal reporting practices using the accounting policies of the Company, for the sole purpose of complying with U.S. Trustee’s Operating Guidelines and Financial Reporting Requirements for Chapter 11 cases. Allied cautions investors and others not to place undue reliance on the information included in these financials statements. These financial statements should not be used as a basis for making an investment decision regarding Allied’s securities. The financial statements contain financial information that has not been audited or reviewed by an independent registered public accounting firm and will be subject to future reconciliation and adjustments. The financial statements do not include the financial position or results of operations of Allied’s subsidiaries that have not filed for bankruptcy protection, and certain intercompany transactions that are included in these financial statements will be eliminated in the Company’s consolidated financials statements included with its reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, the statements do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements and contain information for periods that are shorter or otherwise different from those contained in Allied’s Exchange Act reports. These statements are preliminary and may change as a result of year-end adjustments or other adjustments required under GAAP. Such adjustments could have a material impact on the financial statements. Investors are cautioned to refer to Allied’s Exchange Act filings, including its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006.
2. Liabilities Subject to Compromise
Liabilities subject to compromise is comprised of the following:
| | | | | | | | | | | | | | | | |
| | 3/31/2007 | | | 2/28/2007 | | | 1/31/2007 | | | 12/31/2006 | |
Accounts payable | | $ | 24,939 | | | $ | 24,913 | | | $ | 24,832 | | | $ | 24,860 | |
Senior notes payable | | | 150,000 | | | | 150,000 | | | | 150,000 | | | | 150,000 | |
Accrued interest on senior notes | | | 4,313 | | | | 4,313 | | | | 4,313 | | | | 4,313 | |
Multiemployer pension plan withdrawal liability | | | 15,847 | | | | 15,847 | | | | 15,847 | | | | 15,847 | |
Accrued claims and insurance reserves | | | 2,970 | | | | 2,976 | | | | 3,000 | | | | 3,000 | |
Other accrued liabilities | | | 896 | | | | 896 | | | | 896 | | | | 896 | |
| | | | | | | | | | | | |
| | $ | 198,965 | | | $ | 198,945 | | | $ | 198,888 | | | $ | 198,916 | |
| | | | | | | | | | | | |
The Bankruptcy Court established the bar date for creditors to submit claims as February 17, 2006. A number of proofs of claim have been filed against the Debtors by various creditors and security holders. The Debtors are in the process of reviewing these proofs of claim to determine if any amounts in excess of the amounts recorded as liabilities subject to compromise meet the criteria to be recorded as a liability under GAAP.
3. Reorganization Items
Reorganization items include the following:
| | | | | | | | |
| | For the Month Ended | |
| | 3/31/2007 | | | 12/31/2006 | |
Professional fees | | $ | 1,750 | | | | 689 | |
Employee retention plan | | | 120 | | | | (44 | ) |
Other | | | 27 | | | | 81 | |
| | | | | | |
| | $ | 1,897 | | | $ | 726 | |
| | | | | | |
4. Revised Financial Statements
The financial statements for December 31, 2006 have been revised to include year-end adjustments resulting from additional information that became available subsequent to the filing of the February monthly operating reports. The primary adjustment relates to adjustments to reserves for insurance claims per estimates based on the report of the company’s actuary. This adjustment is reflected on the financial statements of a nondebtor subsidiary and is reflected in the Debtors statement of operations as part of equity in earnings (losses) of subsidiaries. The January and February balance sheets have been revised to reflect these adjustments. There was no effect of these adjustments on the January and February statements of operations. The Company has not filed its 2006 Annual Report on Form 10-K, and the audit by the independent registered public accounting firm is ongoing. Additional adjustments to the December financial statements could result.
| | |
5. | | Attachment 1 — Accounts Receivable Rollforward and Accounts Receivable Aging* |
| | |
6. | | Attachment 2 — Accounts Payable Aging — Summary (Postpetition Only) and Payments to Secured Creditors |
ALLIED HOLDINGS, INC.
CASE NO. 05-12515
ATTACHMENT 2
ACCOUNTS PAYABLE AGINGS — SUMMARY (POST PETITION ONLY) AND
PAYMENTS TO SECURED CREDITORS
REPORTING PERIOD MARCH 1 TO MARCH 31, 2007
ACCOUNTS PAYABLE AGINGS — SUMMARY (POST PETITION ONLY)
| | | | |
Accounts Payable Aging (Postpetition Only) | | Amount | |
0 to 30 Days | | $ | 714,201.78 | |
31 to 60 Days | | | 232,085.58 | |
61 to 90 Days | | | 124,929.72 | |
Over 90 Days | | | 367,983.88 | |
| | | |
| | | | |
TOTAL ACCOUNTS PAYABLE FOR THIS REPORTING PERIOD: | | $ | 1,439,200.96 | |
| | | |
PAYMENTS TO SECURED CREDITORS:
The Debtor is not delinquent on any postpetition payments for any secured lease arrangements as of the date of this Report. The Debtor has made no other payments to secured creditors during this reporting period except as otherwise permitted pursuant the authority provided by the Final Order (i) Authorizing Debtors to Obtain Postpetition Financing Pursuant to Section 364 of the Bankruptcy Code, (ii) Granting Liens and Super-Priority Claims, (iii) Granting Adequate Protection to Prepetition Agents and Prepetition Secured Lenders, and (iv) Authorizing Use of Cash Collateral, Prohibiting Setoffs, and Providing Adequate Protection to the Bank of Nova Scotia entered by the Court on August 24, 2005 at Docket No. 210 in Case No. 05-12515.
As permitted by that Order, on August 1, 2005, the Debtor entered into a financing agreement (the “Original DIP Facility”) with GE Commercial Finance, Morgan Stanley Senior Funding, Inc. and Marathon Asset Management. On March 30, 2007, the Debtor entered into a new financing arrangement (the “New DIP Facility”) arranged by an affiliate of Goldman Sachs & Co., which provides financing of up to $315 million. The New DIP Facility replaced the Original DIP Facility and subject to satisfaction of certain conditions, including confirmation of the Disclosure Statement for the Joint Plan of Reorganization, the New DIP Facility may be converted to a senior secured facility upon the Debtor’s emergence from Chapter 11. The Debtor has made payments related to theses financing agreements based on criteria set forth in the agreements.
| | |
7. | | Attachment 3 — Fixed Asset Report |
ATTACHMENT 3
MONTHLY FIXED ASSET REPORT (AMOUNTS IN USD)
Reporting Period: March 1, 2007 to March 31, 2007
| | | | |
FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE 7/31/05: | | $ | 153,877,618 | |
| | | | | | | | |
| | | | | | FAIR MARKET |
Co # | | COMPANY NAME | | CASE # | | VALUE 07/31/05 |
90 | | Allied Holdings, Inc. | | 05-12515 | | | 4,050,656 | |
51 | | Allied Automotive Group, Inc. | | 05-12516 | | | 58,791 | |
04 | | Allied Systems, Ltd. | | 05-12517 | | | 111,310,094 | |
20 | | Allied Systems (Canada) Company | | 05-12518 | | | 36,075,078 | |
82 | | QAT, Inc. | | 05-12519 | | | 660,755 | |
85 | | Transport Support LLC | | 05-12521 | | | 16,590 | |
52 | | Axis Group, Inc. | | 05-12526 | | | 729,702 | |
61 | | CT Services, Inc. | | 05-12532 | | | 584,088 | |
62 | | Cordin Transport LLC | | 05-12533 | | | 102,403 | |
77 | | Terminal Services, LLC | | 05-12534 | | | 91,985 | |
59 | | Axis Canada Company | | 05-12535 | | | 197,476 | |
| | | | | | | | |
| | | | | | | | |
| | TOTAL | | | | | 153,877,618 | |
| | | | | | | | |
FIXED ASSET RECONCILIATION:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | NBV | | EXCHANGE | | DEPRECIATION | | | | | | | | | | RETIREMENTS OR | | NBV |
Co # | | COMPANY NAME | | CASE # | | 02/28/07 | | VARIANCE | | EXPENSE | | ADDITIONS | | ADJUSTMENTS | | SALES | | 3/31/2007 |
90 | | Allied Holdings, Inc. | | 05-12515 | | | 3,052,154 | | | | | | | | (64,831 | ) | | | 91,435 | | | | | | | | | | | | 3,078,758 | |
51 | | Allied Automotive Group, Inc. | | 05-12516 | | | 56,665 | | | | | | | | (2,021 | ) | | | | | | | | | | | | | | | 54,644 | |
04 | | Allied Systems, Ltd. | | 05-12517 | | | 88,649,956 | | | | | | | | (2,040,127 | ) | | | 5,534,330 | | | | | | | | (29,600 | ) | | | 92,114,559 | |
20 | | Allied Systems (Canada) Company | | 05-12518 | | | 30,515,383 | | | | 137,783 | | | | (613,443 | ) | | | 2,610,201 | | | | | | | | | | | | 32,649,924 | |
82 | | QAT, Inc. | | 05-12519 | | | 149,697 | | | | | | | | (5,162 | ) | | | 63,942 | | | | | | | | | | | | 208,477 | |
85 | | Transport Support LLC | | 05-12521 | | | 526 | | | | | | | | 0 | | | | | | | | | | | | | | | | 526 | |
52 | | Axis Group, Inc. | | 05-12526 | | | 92,020 | | | | | | | | (18,250 | ) | | | | | | | | | | | | | | | 73,770 | |
61 | | CT Services, Inc. | | 05-12532 | | | 517,178 | | | | | | | | (19,843 | ) | | | | | | | | | | | | | | | 497,335 | |
62 | | Cordin Transport LLC | | 05-12533 | | | 54,555 | | | | | | | | (1,699 | ) | | | | | | | | | | | | | | | 52,856 | |
77 | | Terminal Services, LLC | | 05-12534 | | | 54,504 | | | | | | | | (1,180 | ) | | | | | | | | | | | | | | | 53,324 | |
59 | | Axis Canada Company | | 05-12535 | | | 139,981 | | | | 615 | | | | (4,198 | ) | | | 12,550 | | | | | | | | | | | | 148,948 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | | | 123,282,619 | | | | 138,398 | | | | (2,770,754 | ) | | | 8,312,458 | | | | 0 | | | | (29,600 | ) | | | 128,933,121 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brief Description of Fixed Assets Purchased/Disposed of During Reporting Period:
Additions are primarily costs incurred in the remanucture program for our fleet of Rigs and related equipment. All disposals were in the ordinary course of business.
8. Attachment 6 — Certificate of Compliance with Tax Filing Requirements
ALLIED HOLDINGS, INC. et al
Consolidated for administration under Cases Nos.: 05-12515, 05-12516, 05-12517,
05-12518, 05-12519,05-12520, 05-12521, 05-12522, 05-12523, 05-12524, 05-12525,
05-12526, 05-12528, 05-12529, 05-12530, 05-12531, 05-12532, 05-12533,
05-12534, 05-12535, 05-12536 and 05-12537
ATTACHMENT 6
Certificate of Compliance with Tax Filing Requirements
Reporting Period March 1, 2007 to March 31, 2007
RE: Allied Holdings, Inc. et al
In lieu of filing a statement indicating the status of postpetition taxes and copies of the files/paid tax documentation, I hereby certify as Chief Financial Officer for Allied Holdings, Inc., that to the best of my knowledge and belief, we are in compliance with the filing requirements for State and Federal Payroll Tax Returns, State and Federal Income Tax Returns, Sales and Use Tax Returns for the periods covered by the operating report for which such returns are due.
| | | | |
| | Sincerely, | | |
| | | | |
May 15, 2007 | | | | |
| | /s/ Thomas H. King Thomas H. King | | |
| | Chief Financial Officer | | |
9. Attachment 7 — Confirmation of Insurance
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31,2007
| | | | | | | | | | |
| | | | | | | | Policy | | |
Coverage | | Effective Date | | Expiration Date | | Insurer | | Number | | Summary |
Property Including Motor Truck Cargo and Automobile Physical Damage | | 6/1/2006 | | 6/1/2007 | | Continental Casualty | | RMP210723589 | | $35,000,000 Loss Limit applicable to Fixed Real and Personal Property, Business Income and Extra Expense subject to Sublimits listed below |
| | | | | | | | | | |
| | | | | | | | Sublimit | | 160 Clairemont Avenue, Decatur, GA $20,100,000 Real and Personal Property $1,000,000 Business Interruption $8,000,000 Extra Expense |
| | | | | | | | | | |
| | | | | | | | Sublimit | | All Other Scheduled Locations |
| | | | | | | | | | |
| | | | | | | | | | $25,000 Business Income $25,000 Extra Expense |
| | | | | | | | | | |
| | | | | | | | Sublimit | | Owned Motor Vehicles and Non-Owned Motor Vehicles While Located in the terminals $10,000,000 Per Occurrence Loss Limit |
| | | | | | | | | | |
| | | | | | | | Sublimit | | Non-Owned Motor Vehicles In or On any one Conveyance $1,000,000 Per Occurrence |
| | | | | | | | | | |
| | | | | | | | Peril | | All risk of Direct Physical Damage |
| | | | | | | | | | |
| | | | | | | | Sublimit | | Locations in 100- Year Flood Plain |
| | | | | | | | | | |
| | | | | | | | | | $1,000,000 Annual Aggregate subject to $5,000,000 Policy Aggregate |
| | | | | | | | | | |
| | | | | | | | Peril | | Earth Movement $5,000,000 Annual Aggregate at all Locations Subject to Sublimits Indicated Below |
1 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | | | | | | | |
Coverage | | Date | | Expiration Date | | Insurer | | Policy Number | | Summary |
| | | | | | | | Sublimit | | California, Hawai, Puerto Rico locations $1,000,000 Annual Aggregate subject to $5,000,000 Policy Aggregate |
| | | | | | | | | | |
| | | | | | | | Sublimit | | Critical New Madrid Areas and Critical Pacific Northwest $1,000,000 Annual Aggregate subject to $5,000,000 Policy Aggregate |
| | | | | | | | | | |
| | | | | | | | Notable Additional Coverages | | Ordinance or Law, Demolition Cost and Increased cost of Construction $1,000,000 Accounts Receivable $100,000 Boiler and Machinery $10,000,000 |
| | | | | | | | | | |
| | | | | | | | DEDUCTIBLES | | All deductibles are per occurrence except as noted below or in the Policy form |
| | | | | | | | | | |
| | | | | | | | | | All Coverages & Perils $10,000 except as noted below |
| | | | | | | | | | |
| | | | | | | | Deductible Exceptions | | Owned and Non Owned Motor Vehicles $250,000
Transit $25,000 other than Owned and Non Owned Motor Vehicles
Flood $100,000 except
Flood 100 Year Flood Plains $500,000 Real Property $500,000 Personal Property $100,000 Time Element Applicable Per Occurrence and per Location |
| | | | | | | | | | |
| | | | | | | | | | Flood 500 Year Flood Plains $250,000 deductible |
2 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
| | | | | | | | Deductible Exceptions | | Earth Movement $100,000 EXCEPT: |
| | | | | | | | | | |
| | | | | | | | | | Earth Movement CA, AK, HI, Puerto Rico, New Madrid A,B and C, In Pacific Northwest 5% of value or $250,000 whichever is greater Applicable Per Occurrence and per Location and apply separately to Time Element |
| | | | | | | | | | |
| | | | | | | | | | Wind FL, HI, and CNA first tier areas and all locations within 50 miles of the Atlantic or Gulf coasts in al, GA, LA, MS, NC, SC, TX or VA 2% of Value or $250,000 whichever is greater Applicable Per Occurrence and per Location and apply separately to Time Element Wind in Florida Counties of Dade, Broward, Palm Beach, Pinellas, Hillsboro and Monroe 5% of Values or $250,000 whichever is greater |
| | | | | | | | | | |
| | | | | | | | Valuation | | Replacement or Repair subject to policy form Owned and Non-owned vehicles on an Actual Cash Value |
| | | | | | | | | | |
| | | | | | | | | | Business Interruption, Business Income and Extra Expense Actual Loss Sustained |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
3 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Excess Property(Flood) | | 6/1/2006 | | 6/1/2007 | | Arch Specialty Insurance Company | | ESP001604400 | | Excess Flood — Physical Damage on Rigs(Tractors and Trailers) while parked at the scheduled terminals |
| | | | | | | | | | | | |
| | | | | | | | | | | | $3,500,000 Annual Aggregate excess of $1,000,000 Annual Aggregate and Excess of Underlying Deductible |
| | | | | | | | | | | | |
| | | | | | | | Deductible | | Underlying Primary Policy plus the Primary Deductible |
| | | | | | | | | | | | |
| | | | | | | | Valuation | | Actual Cash Value |
| | | | | | | | | | | | |
| | | | | | | | | | | | No coinsurance |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | | | |
Excess Property (Flood) | | 7/1/2006 | | 7/1/2007 | | Lloyds and London Markets | | | 2561497 | | | Excess Flood — Louisville, KY and Ridgefield, NJ |
| | | | | | | | | | | | |
Flood | | 11/19/2006 | | 11/19/2007 | | Hartford Fire Insurance Co | | | 99012295402006 | | | 3300 Almonaster Ave, New Orleans, LA Maintenance $191,400 Building $157,500 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Flood | | 11/27/2006 | | 11/27/2007 | | Hartford Fire Insurance Co | | | 99012295412006 | | | 3300 Almonaster Ave, New Orleans, LA Office $60,500 Building $27,600 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Flood | | 11/27/2006 | | 11/27/2007 | | Hartford Fire Insurance Co | | | 99012295472006 | | | 6709 Grade Ln, Louisville, KY $500,000 Building $262,500 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Flood | | 11/27/2006 | | 11/27/2007 | | Hartford Fire Insurance Co | | | 99012295452006 | | | 6209 Specter St., Meridian, MS $240,000 Building $125,000 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Flood | | 11/27/2006 | | 11/27/2007 | | Hartford Fire Insurance Co | | | 99012940822006 | | | 300 Sico Rd, Wilmington, DE $48,000 Building $35,000 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Flood | | 11/27/2006 | | 11/27/2007 | | Hartford Fire Insurance Co | | | 99012940762006 | | | 300 Victoria Ter, Ridgefield, NJ $300,000 Building $110,000 Contents $5,000 Deductible |
4 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Flood | | 4/16/2006 | | 4/16/2007 | | Hartford Fire Insurance Co | | | 87019325452006 | | | 999 Wagner Rd, Petersburg, VA $99,200 Building $60,000 Contents $5,000 Deductible each |
| | | | | | | | | | | | |
Storage Tank Liability — Florida | | 1/20/2007 | | 1/20/2008 | | Commerce & Industry | | FPL7508817 Limit of Liability | | $1,000,000 Each Incident $2,000,000 Aggregate Site and Tank Specific See schedule Claims Made |
| | | | | | | | | | | | |
| | | | | | | | Deductible | | $5,000 Each Incident |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | | | |
Storage Tank Liability | | 3/15/2007 | | 3/15/2008 | | Illinois Union Insurance Company Site and Tank Specific See schedule | | Claims Made Policy Limit of Liability TSP G21839917 002 | | $1,000,000 Per Storage Tank Incident Limit (UST’s) $1,000,000 Per Storage Tank Incident Limit (AST’s) $2,000,000 Annual Aggregate (UST’s) $2,000,000 Annual Aggregate (AST’s) $4,000,000 Aggregate Total Limit (UST & AST’s — exclusive of Legal Defense $2,000,00 Aggregate Legal Defense Expense Limit |
| | | | | | | | | | | | |
| | | | | | | | Deductible | | $25,000 Each Claim |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | | | |
Commercial General Liability | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co | | GL 1738161 | | Bodily Injury and Property Damage Combined $5,000,000 Per Location Aggregate General Aggregate $5,000,000 Products/Completed Operations Aggregate $5,000,000 Personal and Advertising Injury $5,000,000 Each Occurrence $100,000 Damage to Premises Rented |
| | | | | | | | | | | | |
| | | | | | | | Deductible | | Guaranteed Cost |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
5 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Commercial Automobile Liability | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co American Home Assurance Co American Home Assurance Co | | CA 9799324 CA 9799325 CA 9799326 | | Bodily Injury and Property Damage Combined Single Limit $5,000,000 Any One Accident |
| | | | | | | | | | |
| | | | | | | | Deductible | | $1,000,000 Per Accident Applicable to tractor/trailer units, service and commercial and service units, rigs |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
6 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | | | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Workers Compensation | | 1/1/2007 | | 1/1/2008 | | New Hampshire Insurance Company | | WC 1180883 WC 1181084
| | Workers Compensation Statutory Employers Liability |
| | | | | | American Home insurance Co Commerce & Industry | | WC 1180884 WC 1180930 | | Bodily Injury By Accident Bodily Injury By Disease Bodily Injury By Disease | | $5,000,000 Each Accident $5,000,000 Each Employee $5,000,000 Policy Limit |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | National Union Fire Insurance Company | | WC 1180931 WC 1180932 WC 1180961 | | For Self-Insured States the Statutory Benefit and Employers Liability Limit is subject to the self-insured retentions indicated below |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Deductibles | | Guaranteed Cost All States except ND, WA, WV, WY and states in which Self Insurance has been approved |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Self-Insured | | States in which Self Insurance has been approved: |
| | | | | | | | Retention | | Florida | | $ | 400,000 | | | Georgia | | $ | 500,000 | |
| | | | | | | | | | Missouri | | $ | 500,000 | | | Ohio | | $ | 350,000 | |
7 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Excess Liability | | 10/1/2006 | | 10/1/2007 | | Axis Specialty Insurance Company | | AAU721813012006 | | $5,000,000 Annual Aggregate Excess of Underlying Policy $5,000,000 Each Occurrence Excess of Underlying Policy |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Excess Liability | | 10/1/2006 | | 10/1/2007 | | XL London Ltd. & AWAC (US) 50% / 50% Quota Share | | NO6QA11600 & AW7184102 | | $10,000,000 Annual Aggregate Excess of $5,000,000 Excess of Primary $10,000,000 Each Occurrence Excess of $5,000,000 Excess of Primary |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Excess Liability | | 10/1/2006 | | 10/1/2007 | | XL London | | NO6QA11620 | | $5,000,000 Annual Aggregate Excess of $10,000,000 Excess of $5,000,000 excess of Primary |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Excess Liability | | 10/1/2006 | | 10/1/2007 | | Gerling Konzern, XL London, Liberty International XL Dublin and Swiss Re | | NO6QA11650 NO6QA11950 NO6QA11930 | | $125,000,000 Annual Aggregate Excess of $20,000,000 $125,000,000 Each Occurrence Excess of $20,000,000 |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Punitive Damages Excess Liability | | 10/1/2006 | | 10/1/2007 | | AWAC 50% Quota Share | | C006299/001 | | $10,000,000 Aggregate $10,000,000 Each Occurrence or Offense $10,000,000 Attachment Amount |
8 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Directors & Officers Liability | | 10/1/2006 | | 10/1/2007 | | Lexington Insurance Company | | 1950104 | | $25,000,000 For any one Claim and Aggregate Side A Cover Excess of $25,000,000 Side A and B Sublimit for Coverage B Organization $25,000,000 |
| | | | | | | | | | |
Excess Directors & Officers | | 10/1/2006 | | 10/1/2007 | | XL Specialty Insurance Company | | ELU094462-06 | | $25,000,000 For any one Claim and Aggregate Follow Form Side A Excess DIC D&O |
| | | | | | | | | | |
| | | | | | | | Deductible | | $2,000,000 Each Loss Securities Claims |
| | | | | | | | | | $2,000,000 Each Loss Employment Practices Claims |
| | | | | | | | | | $2,000,000 Each Loss Other Claims |
| | | | | | | | | | |
| | | | | | | | Crisis Fund | | $75,000 Crisis Loss |
| | | | | | | | | | $25,000 Delisting Crisis Loss |
| | | | | | | | | | |
| | | | | | | | Exclusions/Conditions | | Per Policy Form |
| | | | | | | | | | |
Crime | | 10/31/2006 | | 10/1/2007 | | Lexington Insurance Company | | 1950108 | | $1,000,000 Each Loss Total Blanket Limit Excess of each Loss $10,000 |
| | | | | | | | | | |
| | | | | | | | Exclusions and | | Per Policy Form |
| | | | | | | | Conditions | | |
| | | | | | | | | | |
Employment Practices Liability | | 10/31/2006 | | 10/1/2007 | | Lexington Insurance Company | | 1950105 | | $10,000,000 For any one Claim and Aggregate (including defense cost) |
| | | | | | | | | | Policy Excess for each claim $250,000 |
| | | | | | | | | | |
| | | | | | | | Exclusions and | | Per Policy Form |
| | | | | | | | Conditions | | |
9 of 10
Policy Summary
Allied Holdings, Inc. and Subsidiaries
As of March 31, 2007
| | | | | | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary | | |
Special Accident | | 10/31/2006 | | 10/1/2007 | | Lexington Insurance Company | | | 37000691 | | | $10,000,000 / $5,000,000 | | |
Fiduciary | | 10/31/2006 | | 10/1/2007 | | Lexington Insurance Company | | | 1950107 | | | $10,000,000 Each Claim Total Limit and Aggregate (Including Defense) | | |
| | | | | | | | | | | | | | |
| | | | | | | | Retention | | $100,000 Each Claim | | |
| | | | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form | | |
| | | | | | | | | | | | | | |
Chaplains Counseling Liability | | 10/31/2006 | | 10/1/2007 | | Lexington Insurance Company | | | 1950106 | | | $1,000,000 Each Claim and Aggregate (Including Defense) | | |
| | | | | | | | | | | | | | |
| | | | | | | | Retention | | $50,000 Each Wrongful act in excess of deductible | | |
| | | | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form | | |
| | | | | | | | | | | | | | |
Punitive Wrap | | 10/31/2006 | | 10/1/2007 | | Starr Excess International | | | 5140107 | | | Employment Practices $10,000,000 | | |
| | | | | | | | | | | | | | |
Punitive Wrap | | 10/31/2006 | | 10/1/2007 | | Starr Excess International | | | 5140108 | | | Directors & Officers $25,000,000 | | |
| | | | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form | | |
10 of 10
Policy Summary
Allied Systems (Canada) Company
And Axis Canada Company
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Automobile Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co | | RMBA 265 17 34 | | $2,500,000 Per Occurrence Statutory Accident Benefits Bodily Injury and Property Damage and Direct Compensation |
| | | | | | | | | | |
| | | | | | | | Deductibles | | $500,000 Per Occurrence Property Damage, Bodily Injury Direct Comp, Accident Benefits All Losses All Perils |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Garage Automobile Liability Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co | | RMBA 265 17 35 | | $2,500,000 Per Occurrence Third Party Liability Accident Benefits, Uninsured and Underinsured Motorist, Direct Compensation Property |
| | | | | | | | | | |
Garage Automobile Physical Damage Allied Systems (Canada) Co. And Axis Canada Company | |
1/1/2007 | |
1/1/2008 | |
American Home Assurance Co | | Deductible
Exclusions and Conditions
RMBA 265 17 35 | | $500,000 Per Occurrence All Perils for all vehicles
Per Policy Form
$125,000 Per Occurrence Comprehensive or Collision Damage to Customer’s Vehicles |
| | | | | | | | | | |
| | | | | | | | Deductible | | $40,000 Per Occurrence Comprehensive or Collision Damage to Customer’s Vehicles |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
1 of 5
Policy Summary
Allied Systems (Canada) Company
And Axis Canada Company
As of March 31, 2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Commercial General Liability Allied Systems (Canada) Co. | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co. | | RMGL 2507374 | | $2,500,000 Per Occurrence Bodily Injury, Personal Injury, Property Damage |
And | | | | | | | | | | $2,500,000 Aggregate Products/Completed Operations |
Axis Canada Company | | | | | | | | | | $2,500,000 Personal & Advertising Injury |
| | | | | | | | | | $2,500,000 Tenants Legal Liability — All Risk |
| | | | | | | | | | $2,500,000 Employer’s Liability Limit |
| | | | | | | | | | $50,000 Per Occurrence SEF 94 Legal Liability for Damage to Hired Automobiles |
| | | | | | | | | | $25,000 Medical Payments Limit (per accident) |
| | | | | | | | | | $5,000 Medical Payments Limit (per person) |
| | | | | | | | | | |
| | | | | | | | Self Insured Retention | | $25,000 Per Occurrence Bodily Injury and Property Damage except |
| | | | | | | | | | $2,500 SEF 94 Legal Liability for Damage to Hired Autos |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Umbrella Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | Elloitt Special Risk
Temple Insurance Company Scottish & York Insurance Co. Limited Employers Reinsurance Corporation Lloyd’s of London | | EXT 30651 | | $4,000,000 Per Occurrence Excess of various underlying coverage, follow form underlying coverage |
| | | | | | | | | | |
| | | | | | | | Underlying | | RMBA 2651734 |
| | | | | | | | | | RMBA 2651735 |
| | | | | | | | | | RMGL 2507374 |
| | | | | | | | | | |
| | | | | | | | Self Insured Retention | | $10,000 Self Insured Retention Applicable on Drop Down |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
2 of 5
Policy Summary
Allied Systems (Canada) Company
And Axis Canada Company
As of March 31,2007
| | | | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Property Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co. | | | 5755377 | | | $6,000,000 Per Occurrence Property “All Risk” |
| | | | | | | | | | | | |
| | | | | | | | | | | | $1,000,000 Extra Expense |
| | | | | | | | | | | | |
| | | | | | | | Deductible | | $10,000 Per Occurrence Property “All Risk” |
| | | | | | | | | | | | |
| | | | | | | | | | | | $10,000 Extra Expense |
| | | | | | | | | | | | |
| | | | | | | | | | | | $100,000 per Occurrence Any one loss with respect to the peril of Flood Earthquake BC & PQ 5% of TIV subject to minimum of $250,000 Earthquake Elsewhere 3% of TIV subject to minimum of $100,000 |
| | | | | | | | | | | | |
| | | | | | | | Valuation | | Replacement Cost |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | | | |
Cargo Allied Systems (Canada) Co. | | 1/1/2007 | | 1/1/2008 | | American Home Assurance Co | | | 5755376 | | | $5,000,000 At Specified Locations |
| | | | | | | | | | | | |
| | | | | | | | | | | | $1,000,000 Any Newly Acquired Terminal Locations up to 30 Days |
| | | | | | | | | | | | |
| | | | | | | | | | | | $250,000 Per Occurrence Any one Cargo carrying vehicle |
| | | | | | | | | | | | |
| | | | | | | | Self Insured Retention | | $250,000 Per Occurrence (Does Not reduce policy Limit) |
| | | | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
3 of 5
Policy Summary
Allied Systems (Canada) Company
And Axis Canada Company
As of March 31,2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Boiler & Machinery Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | Royal and Sun Alliance | | EBI023133836 | | $6,000,000 Per Accident Combined Property Damage/Business Interruption |
| | | | | | | | | | |
| | | | | | | | Sublimit | | Expediting Expenses to policy limit $250,000 Water Damage $250,000 Ammonia Contamination $250,000 Hazardous contamination |
| | | | | | | | | | |
| | | | | | | | Deductible | | $1,000 Per Accident Property Damage |
| | | | | | | | | | |
| | | | | | | | | | 24 Hour Per Accident Waiting Period — Business Interruption |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
| | | | | | | | | | |
Environmental Impairment Liability Allied Systems (Canada) Co. | | 1/1/2007 | | 1/1/2008 | | AIG Environmental | | PLS 8087571 | | $1,000,000 Each Incident/Aggregate |
| | | | | | | | | | |
| | | | | | | | Deductible | | $50,000 |
| | | | | | | | | | |
| | | | | | | | Coverage Sections | | A On-Site Clean-up of Pre-existing Conditions B On-Site Clean-up of New Conditions C Third Party Claims for On-Site Bodily Injury and Property Damage D Third Party Claims for Off-Site Clean-up Resulting From Pre-existing Conditions E Third Party Claims for Off-Site Clean-up Resulting From New Conditions F Third Party Claims for Off-Site Bodily Injury and Property Damage I Pollution Conditions Resulting From Transported Cargo |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
4 of 5
Policy Summary
Allied Systems (Canada) Company
And Axis Canada Company
As of March 31,2007
| | | | | | | | | | |
| | Effective | | Expiration | | | | Policy | | |
Coverage | | Date | | Date | | Insurer | | Number | | Summary |
Terrorism Allied Systems (Canada) Co. And Axis Canada Company | | 1/1/2007 | | 1/1/2008 | | Lloyds of London | | B0509 DU270506 PXO16507 | | CAD $17,751,120 Each Occurrence CAD $17,751,120 Annual Aggregate |
| | | | | | | | | | |
| | | | | | | | Deductible | | CAD $50,000 Per Occurrence — Property Damage |
| | | | | | | | | | |
| | | | | | | | Exclusions and Conditions | | Per Policy Form |
5 of 5
10. Attachment 8 — Significant Developments
Allied Holding, Inc., et al
Case No.’s 05-12515, 05-12516, 05-12517, 05-12518, 05-12519, 05-12520, 05-12521, 05-12522, 05-12523, 05-12524, 05-12525, 05-12526, 05-12528, 05-12529, 05-12530, 05- 12531, 05-12532, 05-12533, 05-12534, 05-12535, 05-12536, 05-12537
ATTACHMENT 8
SIGNIFICANT DEVELOPMENTS DURING REPORTING PERIOD
Reporting Period March 1, 2007 to March 31, 2007:
On March 30, 2007, the Debtor entered into a new financing agreement arranged by an affiliate of Goldman Sachs & Co. (the “New DIP Facility”), which provides financing of up to $315 million. The New DIP Facility, which was amended in April 2007, replaced the Original DIP Facility and subject to satisfaction of certain conditions, including confirmation of the Disclosure Statement for the Joint Plan of Reorganization, the New DIP Facility may be converted to a senior secured credit facility upon the Debtor’s emergence from Chapter 11. To the extent that the New DIP Facility is converted to a post-bankruptcy senior secured credit facility, such facility will mature five years after the effective date of the ultimate plan of reorganization. If the conditions for conversion of the New DIP Facility are not satisfied or if the Debtor does not exercise its option to convert the New DIP Facility to a post-bankruptcy secured credit facility upon successful emergence from bankruptcy, the New DIP Facility will mature on the earlier of (i) September 30, 2007 and (ii) the effective date of a plan of reorganization or the Debtor’s emergence from Chapter 11. The New DIP Facility includes a $230 million secured term loan facility, a $50 million synthetic senior letter of credit facility and a $35 million senior secured revolving credit facility, which includes a swing-line credit commitment of $10 million. Proceeds from the New DIP Facility of $205 million at March 30, 2007 were used to repay all amounts outstanding under the Original DIP Facility and to pay associated fees. The excess of over $20 million is reflected in cash and cash equivalents as of March 31, 2007 and has been invested in overnight repurchase agreements since that time. In connection with the termination of the Original DIP Facility and the funding of the New DIP Facility, the Company paid fees of approximately $9.4 million, $1.3 million of which related to termination of the Original DIP Facility and $8.1 million of which related to the New DIP Facility. The fees relating to the Original DIP Facility were charged to interest expense in March as part of the extinguishment of the debt while the fees relating to the New DIP Facility will be deferred and amortized through September 30, 2007.
The interest rates on the term loans in the New DIP Facility may vary based on either the Base Rate plus 2.50%, or Adjusted Eurodollar Rate plus 3.50%. The interest rate on the New Revolver may vary based on either the Base Rate plus 1% or Adjusted Eurodollar rate plus 2%. The swing line loans bear interest at the Base Rate plus 1.0%. Base Rate means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. The Adjusted Eurodollar Rate means any Eurodollar rate Loan adjusted for any reserve
requirement as regulations may be issued from time to time by the Board of Governors of the Federal Reserve System. In addition, the Debtor will be charged a participation fee pursuant to the letter of credit facility equal to approximately 3.80% per annum of the amount of the synthetic letter of credit facility plus a fronting fee of 0.55% of the average daily maximum amount available to be drawn under letters of credit issued under the synthetic letter of credit facility. The Debtor also will be obligated to pay a commitment fee equal to 0.375% per annum times the daily average undrawn portion of the New Revolver and a commitment fee of 1.75% per annum times the daily average undrawn portion of the term loan facility.
The New DIP Facility includes customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports, maintenance of existence, and anti-hoarding of cash. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, or declare or pay any dividends on its capital stock. The financial covenants included in the New DIP Facility limit the amount of annual capital expenditures, set forth a maximum total leverage ratio for the Debtor and minimum interest coverage ratio, and require the Debtor to maintain minimum consolidated earnings before interest, taxes, depreciation and amortization, In addition, the New DIP Facility requires mandatory prepayment with the net cash proceeds from certain asset sales, equity offerings, and any insurance proceeds received by the Debtor.
The New DIP Facility includes customary events of default including events of default related to (i) failure to make payments when due under the New DIP Facility, (ii) failure to comply with the financial covenants set forth in the New DIP Facility, (hi) defaults under other agreements or instruments of indebtedness, (iv) the conversion of the Chapter 11 Cases to a chapter 7 case or appointment of a Chapter 11 trustee with enlarged powers, (v) the granting of certain other super-priority administrative expense claims or non-permitted liens or the invalidity of liens securing the New DIP Facility, (vi) the stay, amendment or reversal of the Bankruptcy Court orders approving the New DIP Facility, (vii) the confirmation of a plan of reorganization or entry of a dismissal order which does not provide for payment in full of the New DIP Facility, or (viii) the granting of relief from the automatic stay to holders of security interests in assets of the Company with a book value in excess of $1 million that would have a material adverse effect on the Company or (ix) following emergence from bankruptcy, the failure of Yucaipa American Alliance Fund I, L.P. and Yucaipa American Alliance (Parallel) Fund I, L.P. to elect a majority of the board of directors of the Debtor.
Obligations under the New DIP Facility are secured by 100% of the capital stock of the Debtor’s domestic and Canadian subsidiaries, 65% of the capital stock of the Debtor’s direct foreign subsidiaries, all of the Debtor’s current and after-acquired personal and real property and all intercompany debt.
The obligations under the New DIP Facility are entitled to super-priority administrative expense claim status under the Bankruptcy Code. The New DIP Facility will generally permit the ordinary course payment of professionals and administrative expenses prior to the occurrence of an event of default under the New DIP Facility or a default under the Bankruptcy Court orders approving the New DIP Facility.
The Debtors are aware of no other significant developments during this reporting period that are not adequately disclosed elsewhere in the Monthly Operating Reports for this reporting period.
11. Bank Account Balances
ALLIED HOLDINGS, INC.
Case No. 05-12515
BANK ACCOUNT BALANCES
Reporting Period March 1, 2007 to March 31, 2007
| | | | | | | | |
Bank | | Account No. | | | Bank Balance | |
Bank of America | | | 55149684 | | | $ | — | |
| | | | | | | | |
Bank of America | | | 9429147903 | | | $ | — | |
| | | | | | | | |
Bank of America | | | 9429019178 | | | $ | 146,068.00 | |
| | | | | | | | |
Fidelity National Bank | | | 62144 | | | $ | — | |
| | | | | | | | |
Fidelity National Bank | | | 59328 | | | $ | 12,637.60 | |
| | | | | | | | |
LaSalle Bank | | | 5800299454 | | | $ | 26,078,745.27 | |
| | | | | | | | |
LaSalle Bank | | | 5590056569 | | | $ | — | |
| | | | | | | | |
LaSalle Bank | | | 5590056577 | | | $ | — | |
| | | | | | | | |
LaSalle Bank | | | 5590056551 | | | $ | — | |
| | | | | | | | |
LaSalle Bank | | | 5590056544 | | | $ | — | |
| | | | | | | | |
LaSalle Bank | | | 5590056536 | | | $ | — | |
| | | | | | | | |
JPMorganChase | | | 904123677 | | | $ | — | |
| | | | | | | | |
First Community Bank of Tifton | | | 1900109 | | | $ | — | |
| | | | | | | | |
Wachovia | | | 2000129395131 | | | $ | 17,362.80 | |