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;
(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 or Financial Statements delivered to the Agents and the
Lenders, shall be equal to or better than the applicable amounts specified
in Paragraph 1 hereof; and
(iv) the Leverage Ratio 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 or Financial Statements delivered to the
Agents and the Lenders, shall be equal to or less than the applicable
ratios specified in Paragraph 1 hereof.
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The failure of Borrowers to timely perform any Forbearance Condition shall
constitute an immediate Event of Default.
(b) Notwithstanding the foregoing, as a result of the occurrence and
continuance of the Specified Events of Default, no Lender has any further
obligation to make Advances or otherwise extend credit to Borrowers under the
Credit Agreement.
4. Forbearance Period. As used herein, Forbearance Period shall mean the
period commencing on the date hereof and continuing through the earliest of
(referred to herein as the "Forbearance Termination Date"): (i) April 3, 2006;
(ii) the occurrence of any Event of Default other than the Specified Events of
Default; and (iii) the failure of Borrowers to timely perform each of the
Forbearance Conditions. On the Forbearance Termination Date, the forbearance
provided herein shall terminate, and the Administrative Agent and the Lenders
shall have the right to exercise any and all remedies under the Credit Agreement
or any other Loan Document, at law, in equity or otherwise.
5. Reservation of Rights. You are hereby advised that the Administrative
Agent and the Lenders specifically reserve all of their rights and remedies
against Borrowers under the Loan Documents and applicable law with respect to
the Specified Events of Default. Neither the Administrative Agent nor any Lender
shall be deemed to have waived any term or condition of the Credit Agreement or
any other Loan Document or, except as specifically set forth herein, to have
agreed to a forbearance with respect to any right or remedy which the
Administrative Agent or the Lenders may now have or in the future may have under
the Credit Agreement or any other Loan Document, at law, in equity or otherwise,
on account of the Specified Events of Default or any other Default or Event of
Default. Neither the Administrative Agent nor any Lender shall by virtue of any
action or omission be deemed to have altered or prejudiced any rights or
remedies under or in connection with the Credit Agreement or under or in
connection with any Event of Default. All of the terms and conditions of the
Credit Agreement and the other Loan Documents are and shall remain in full force
and effect.
6. Miscellaneous. (a) This forbearance letter shall be deemed a Loan
Document for all purposes. This forbearance letter reflects the entire
understanding of the parties with respect to the matters contemplated hereby and
shall not be contradicted or qualified by any other agreement, oral or written,
before the date hereof.
(b) This forbearance letter may be executed in any number of counterparts
and by different parties on separate counterparts, each of which, when executed
and delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same letter. Delivery of an executed
counterpart of this forbearance letter by facsimile shall be equally as
effective as delivery of an original executed counterpart of this forbearance
letter. Any party delivering an executed counterpart of this forbearance letter,
also shall deliver an original executed counterpart of this forbearance letter,
but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this forbearance letter.
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This forbearance letter shall be construed under and governed by the laws
of the State of New York.
Sincerely,
LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent, Collateral
Agent, co-Revolver Agent and Lender
By: /s/ Charles H Fenton
------------------------------------
Name: Charles H Fenton III
Title: Duly Authorized Signatory
[Forbearance Letter Sig Page]
MORGAN STANLEY SENIOR
FUNDING, INC., as co-Term Loan B
Agent, co-Syndication Agent and Lender
By: /s/ Jason Colodne
------------------------------------
Name: Jason Colodne
Title: Authorized Signatory
[Forbearance Letter Sig Page]
MARATHON STRUCTURED FINANCE FUND,
L.P., as Term Loan A Agent, co-Term
Loan B Agent and Lender
By: /s/ Gary L Lembo
------------------------------------
Name: Gary L Lembo
Title: Director
[Forbearance Letter Sig Page]
FORTRESS CREDIT OPPORTUNITIES I LP
as Lender
By: /s/ CONSTANTINE DAKOLIAS
------------------------------------
Name: CONSTANTINE DAKOLIAS
Title: CHIEF CREDIT OFFICER
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WELLS FARGO FOOTHILL, LLC
as Lender
By: /s/ Eunnie Kim
------------------------------------
Name: Eunnie Kim
Title: VP
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TEXTRON FINANCIAL CORPORATION
as Lender
By: /s/ Eric R. Hubbard
------------------------------------
Name: ERIC R. HUBBARD
Title: DULY AUTHORIZED SIGNATORY
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HAMPTON FUNDING LLC
as Lender
By: /s/ M. Cristina Higgins
------------------------------------
Name: M. Cristina Higgins
Title: Assistant Vice President
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QUADRANGLE MASTER FUNDING LTD.
as Lender
By: /s/ Andrew J. Herenstein
------------------------------------
Name: Andrew J. Herenstein
Title: Managing Principal
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MERRILL LYNCH CAPITAL, A DIVISION
OF MERRILL LYNCH BUSINESS
FINANCIAL SERVICES INC.
as Lender
By: /s/ Edward Shuster
------------------------------------
Name: Edward Shuster
Title: AVP
[Forbearance Letter Sig Page]
Acknowledged and Agreed
as of the date first above written:
BORROWERS
ALLIED HOLDINGS, INC., a
Georgia corporation
By: /s/ Thomas H. King
------------------------------------
Name: Thomas H. King
Title: EVP
ALLIED SYSTEMS, LTD. (L.P.), a
Georgia limited partnership
By: /s/ Thomas H. King
------------------------------------
Name: Thomas H. King
Title: EVP
[Forbearance Letter Sig Page]
SCHEDULE A
SPECIFIED EVENTS OF DEFAULT
1. Section 6.10 and Annex G, clause (c) of the Credit Agreement. Minimum
EBITDA as of the last day of the 12-month period ended on each of December
31, 2005 and January 31, 2006 was less than $40,535,000 and $40,350,000,
respectively.
2. Section 6.10 and Annex G. clause (d) of the Credit Agreement. The Maximum
Leverage Ratio as of the last day of the 12-month period ended on each of
December 31, 2005 and January 31, 2006 was greater than 4.4:1.0 and
4.7:1.0, respectively.
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