CONSENT AND AMENDMENT 5 TO CONTRIBUTION DEFERRAL AGREEMENTContribution Deferral Agreement • November 9th, 2010 • YRC Worldwide Inc. • Trucking (no local) • New York
This Consent and Amendment 5 to the Contribution Deferral Agreement (this “Amendment 5”) is entered into as of August 3, 2010, by and among (i) YRC INC., a Delaware corporation (“YRC”), USF HOLLAND, INC., a Michigan corporation (“Holland”), NEW PENN MOTOR EXPRESS INC., a Pennsylvania corporation (“New Penn”), USF REDDAWAY INC., an Oregon corporation (“Reddaway”) (each of YRC, Holland, New Penn and Reddaway a “Primary Obligor”, and collectively, the “Primary Obligors”); (ii) each of the Guarantors a party hereto (the “Guarantors”); (iii) Wilmington Trust Company, as agent (together with its successors and assigns, in such capacity, the “Agent”); and (iv) each of the Funds party hereto. The Primary Obligors, the Guarantors, the Funds, and the Agent are herein individually referred to as a “Party” and together referred to as the “Parties.”
August 2, 2010Purchase Agreement • November 9th, 2010 • YRC Worldwide Inc. • Trucking (no local) • New York
Reference is made to that Note Purchase Agreement, dated February 11, 2010 (the “Purchase Agreement”), by and among YRC Worldwide Inc. (the “Company”), the investors listed on the Schedule of Buyers attached as Annex I thereto (the “Buyers”), and the subsidiaries of the Company listed on the Schedule of Guarantors attached as Annex II thereto (the “Guarantors”), relating to the issuance and sale by the Company to the Buyers of up to $70,000,000 in aggregate principal amount of the Company’s 6.0% Convertible Senior Notes due 2014 (the “Notes”), that Indenture, dated as of February 23, 2010 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), governing the terms of the Notes, and the Notes that have been issued under the Indenture. Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined shall have the meanings assigned to them in the Purchase Agreement or the Indenture, as applicab
AMENDMENT NO. 18 Dated as of July 28, 2010 to CREDIT AGREEMENT Dated as of August 17, 2007Credit Agreement • November 9th, 2010 • YRC Worldwide Inc. • Trucking (no local) • New York
THIS AMENDMENT NO. 18 (“Amendment”) is made as of July 28, 2010 by and among YRC Worldwide Inc. (the “Company”), the Canadian Borrower and the UK Borrower (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of August 17, 2007 by and among the Borrowers from time to time party thereto, the Lenders and the Administrative Agent (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
