Consent and Am. 5 to Contribution Deferral Agreement



  
 Exhibit 10.3

 Execution Version 
 CONSENT AND AMENDMENT 5 TO CONTRIBUTION DEFERRAL AGREEMENT 
 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.” 
 RECITALS 
 WHEREAS, the Primary Obligors and certain of
their employees who are represented by the International Brotherhood of Teamsters (the “Teamsters”) have previously entered into the 2008-2013 National Master Freight Agreement and its Supplements and other collective bargaining
agreements with individual Local Unions affiliated with the Teamsters (as amended, modified and supplemented from time to time, excluding any amendment or modification thereto entered into on or after June 30, 2009, the “CBA”),
which, among other things, provides that the Primary Obligors will generally make certain contributions to the Funds (as defined below) based on hours worked or compensation received by covered employees; 

WHEREAS, the Primary Obligors, CS Pension Fund and the Agent entered into that certain Contribution Deferral Agreement
dated as of June 17, 2009 (as further amended, modified or supplemented from time to time, the “Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement),
pursuant to which such Parties agreed that the obligations to make certain contributions otherwise due to the CS Pension Fund from the Primary Obligors would be deferred; 

WHEREAS, certain joinders to the Agreement were entered into on July 6, 2009, July 10,
2009, July 14, 2009, August 13, 2009 and other joinders may be entered into from time to time by and among certain other pension funds, the Primary Obligors and the Agent, pursuant to which such Persons also agreed that the
obligation to make certain contributions otherwise due to the Funds party thereto from the Primary Obligors would be deferred; and 
 WHEREAS, the Obligors and the undersigned Funds, constituting Majority Funds, each desire to enter into this Amendment 5, among other things, to amend the Agreement; 

WHEREAS, the Obligors and certain Affiliates of the Obligors entered into that certain Amendment No. 18
(“Amendment No. 18”), dated as of July 28, 2010, by and among YRC Worldwide Inc., the Canadian Borrower (as defined therein), the UK Borrower (as defined therein), the financial institutions listed on the signature pages
thereof and JPMorgan Chase Bank, National Association, as Administrative Agent. 







  
 NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows: 
 ARTICLE I 
  

	 	1.	 Amendments. 


 1.1 Definitions. 

(a)        Section 1.01 of the Agreement is hereby amended
by inserting the following new definitions in proper alphabetical order: 
 “Amendment 5 Effective
Date” means August 4, 2010. 

(b)        The defined term “Liquidity” set forth in
Section 1.01 of the Agreement is amended and restated as follows: 
 ““Liquidity
Amount” shall have the meaning set forth in the Senior Credit Facility as of the Amendment 5 Effective Date after giving effect to Amendment No. 18 to the Senior Credit Facility and Amendment 5 itself.” 

ARTICLE II 
  

	 	2.	 Conditions Precedent. 



2.1 Effective Date. This Amendment 5 shall not become effective until the date on which each of
the following conditions is satisfied (or waived): 

(a)        The Obligors, the Funds and the Agent shall have
executed a counterpart of this Amendment 5, which may include telecopy or other electronic transmission of a signed signature page of this Amendment 5. 

(b)        The Agent and CS Pension Fund shall have received
payment for all invoiced reasonable out-of-pocket expenses payable by the Primary Obligors under Section 11.01 of the Agreement. 
 ARTICLE III 
  

	 	3.	 Miscellaneous. 


 3.1        Agent. Pursuant to Section 11.04 of the Agreement, the undersigned Funds, constituting Majority Funds, hereby authorize and direct the Agent
to execute, enter into and perform this Amendment 5. 

3.2        Successors and Assigns. This Amendment 5 and
all of the covenants and agreements contained herein and rights, interests or obligations hereunder, 

  
 2 








 
by or on behalf of any of the Parties hereto, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto whether so expressed or not. 

3.3        Counterparts. This Amendment 5 may be executed
simultaneously in counterparts (including by means of telecopied or PDF signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same Amendment
5. 
 3.4        Descriptive Headings;
Interpretation. The headings and captions used in this Amendment 5 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment 5. 

3.5        Governing Law. All issues and questions
concerning the construction, validity, enforcement and interpretation of this Amendment 5 shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules
or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York
shall control the interpretation and construction of this Amendment 5 (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily apply. 
 3.6        No Strict
Construction. The Parties have participated jointly in the negotiation and drafting of this Amendment 5. In the event an ambiguity or question of intent or interpretation arises, this Amendment 5 shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Amendment 5. 
 [SIGNATURE PAGES FOLLOW] 

  
 3 








  
 IN
WITNESS WHEREOF, the parties hereto have caused this Amendment 5 to be duly executed by their respective authorized officers as of the day and year first above written. 

 

					
	YRC INC., as an Obligor
			
	By	 	 	 	
	 Name: Phil J. Gaines

Title: Senior Vice President - CFO

	  
 USF HOLLAND, INC., as an Obligor

			
	By	 	 	 	
	 Name: Dan L. Olivier

Title: Vice President - Finance

	  
 NEW PENN MOTOR EXPRESS, INC., as
an
Obligor

			
	By	 	 	 	
	 Name: Paul F. Liljegren

Title: Vice President - Finance

	  
 USF REDDAWAY INC., as an Obligor

			
	By	 	 	 	
	 Name: Tom Palmer

Title: Vice President Finance-CFO




  
 Signature Page
to Amendment 5 to 
 Contribution Deferral Agreement 








  
 
					
	 YRC LOGISTICS SERVICES, INC., as a
 Guarantor

			
	By	 	 	 	
	 Name: Brenda Stasiulis
 Title: Vice President - Finance

	  
 USF GLEN MOORE, INC., as a
Guarantor

			
	By	 	 	 	
	 Name: Phil J. Gaines
 Title: Senior Vice President - Finance

	  

TRANSCONTINENTAL LEASE, S. DE R.L.
 DE C.V., as a Guarantor

			
	By	 	 	 	
	 Name: Fortino Landeros Ruiz
 Title: Legal Representative

	  
 TRUSTEES for the CENTRAL STATES,
SOUTHEAST AND
SOUTHWEST AREAS
PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 INTERNATIONAL ASSOCIATION OF
MACHINISTS MOTOR CITY
PENSION
FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:




  
 Signature Page
to Amendment 5 to 
 Contribution Deferral Agreement 








  
 
					
	 WESTERN CONFERENCE OF
 TEAMSTERS PENSION TRUST, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 TEAMSTERS LOCAL 617 PENSION FUND,
 as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 LOCAL 705 INTERNATIONAL
 BROTHERHOOD OF TEAMSTERS
 PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 WESTERN CONFERENCE OF
 TEAMSTERS SUPPLEMENTAL BENEFIT
 TRUST FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 
					
	 SUBURBAN TEAMSTERS OF NO. IL.
 PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 ROAD CARRIERS LOCAL 707 PENSION
 FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 SOUTHWESTERN PENNSYLVANIA AND
 WESTERN MARYLAND TEAMSTERS &
 EMPLOYERS PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 HAGERSTOWN MOTOR CARRIERS AND
 TEAMSTERS PENSION PLAN, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	TEAMSTERS LOCAL 445 PENSION FUND, as a Fund
			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 
					
	 I.B. of T. UNION LOCAL NO. 710 PENSION

FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 NEW ENGLAND TEAMSTERS &
 TRUCKING INDUSTRY PENSION FUND,
 as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 TEAMSTERS JC 83 PENSION FUND, as a
 Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 MANAGEMENT LABOR WELFARE &
 PENSION FUNDS LOCAL 1730, I.L.A. , as a
 Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 
					
	 TEAMSTERS LOCAL 639 EMPLOYER’S
 PENSION TRUST, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 CENTRAL PENNSYLVANIA TEAMSTERS
 PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	TEAMSTERS LOCAL 641 PENSION FUND, as a Fund
			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 TEAMSTERS PENSION TRUST FUND OF
 PHILADELPHIA AND VICINITY, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 FREIGHT DRIVERS AND HELPERS
 LOCAL 557 PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 
					
	 MID-JERSEY TRUCKING IND. &
 TEAMSTERS LOCAL 701 PENSION FUND,
 as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 TRUCKING EMPLOYEES OF NORTH
 JERSEY WELFARE FUND INC. - PENSION
 FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	HAWAII TRUCKERS-TEAMSTERS UNION PENSION FUND, as a Fund a
			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 NEW YORK STATE TEAMSTERS
 CONFERENCE PENSION AND
 RETIREMENT FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 
					
	 EMPLOYER-TEAMSTERS LOCAL NOS.
 175/505 PENSION TRUST FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 WESTERN PENNSYLVANIA TEAMSTERS
 AND EMPLOYERS PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 WILMINGTON TRUST COMPANY, as
 Agent

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	









  
 Exhibit A 

Amendment No. 18 to Senior Credit Facility 
 (see attached) 







  
 Execution Version

 CONSENT AND AMENDMENT 6 TO CONTRIBUTION DEFERRAL AGREEMENT 

This Consent and Amendment 6 to the Contribution Deferral Agreement (this “Amendment 6”) is
entered into as of August     , 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.” 

RECITALS 
 WHEREAS, the Primary Obligors and certain of their employees who are represented by the International Brotherhood of Teamsters (the “Teamsters”) have previously entered into the 2008-2013
National Master Freight Agreement and its Supplements and other collective bargaining agreements with individual Local Unions affiliated with the Teamsters (as amended, modified and supplemented from time to time, excluding any amendment or
modification thereto entered into on or after June 30, 2009, the “CBA”), which, among other things, provides that the Primary Obligors will generally make certain contributions to the Funds (as defined below) based on hours
worked or compensation received by covered employees; 
 WHEREAS, the Primary Obligors, CS Pension Fund and the
Agent entered into that certain Contribution Deferral Agreement dated as of June 17, 2009 (as further amended, modified or supplemented from time to time, the “Agreement”; capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Agreement), pursuant to which such Parties agreed that the obligations to make certain contributions otherwise due to the CS Pension Fund from the Primary Obligors would be deferred; 

WHEREAS, certain joinders to the Agreement were entered into on July 6, 2009, July 10,
2009, July 14, 2009, August 13, 2009 and other joinders may be entered into from time to time by and among certain other pension funds, the Primary Obligors and the Agent, pursuant to which such Persons also agreed that the
obligation to make certain contributions otherwise due to the Funds party thereto from the Primary Obligors would be deferred; and 
 WHEREAS, the Obligors and the undersigned Funds, constituting all of the Funds party to the Agreement, each desire to enter into this Amendment 6, among other things, to amend the Agreement and to consent
to certain amendments to the Senior Credit Facility; 
 WHEREAS, the Obligors and certain Affiliates of the
Obligors entered into that certain Amendment No. 18 (“Amendment No. 18”), dated as of July 28, 2010, by and among YRC Worldwide Inc., the Canadian Borrower (as defined therein), the UK Borrower (as defined therein),
the financial institutions listed on the signature pages thereof and JPMorgan Chase Bank, National Association, as Administrative Agent. 

  
 13 









  
 NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows: 
 ARTICLE I 
  

	 	4.	 Consent. 


 4.1        The undersigned Funds, constituting all of the Funds party to the Agreement, hereby (i) consent to the amendment of the Senior Credit Facility as
set forth in Amendment No. 18, in the form attached hereto as Exhibit A, and (ii) agree that (x) the Funds shall not be entitled to any additional payment as a result of the Company and its subsidiaries complying with of the terms of
the Senior Credit Facility (as amended through (but not beyond) Amendment No. 18) and (y) no Deferred Payment Termination Date shall result from (a) the Obligors and their Affiliates making mandatory prepayments, or any other
incremental payment expressly required (including, after giving effect to this Amendment 6) pursuant to the Senior Credit Facility (as amended through (but not beyond) Amendment No. 18) or (b) any commitment reductions under the Senior
Credit Facility imposed pursuant to the terms of Amendment No. 18, in each case without making a corresponding proportional additional payment to the Funds in respect of the Deferred Pension Obligations at the time that the Obligors make such
additional mandatory prepayments, other incremental payments or commitment reductions under the Senior Credit Facility (as amended through (but not beyond) Amendment No. 18). 

ARTICLE II 
  

	 	5.	 Amendments. 


 5.1        Definitions. 
 (a)        Section 1.01 of the Agreement is hereby amended by inserting the following new definitions in proper alphabetical order: 

“Amendment 6 Effective Date” means August 10, 2010. 

(b)        The defined term “Deferred Payment Termination
Date” set forth in Section 1.01 of the Agreement is amended and restated as follows: 

““Deferred Payment Termination Date” means the earliest of the occurrence of (i) December 31,
2010 (unless prior to such date the Supermajority Funds have agreed to continue deferring the Monthly Amortization Payments and Monthly Interest Payments during the 2011 calendar year), (ii) any Deferral Termination Event, (iii) an Event
of Default described in clauses (e), (f) or (g) of Article VIII herein, (iv) the occurrence of an Event of Default (other than as described in the foregoing clause (ii)) which continues without being either cured or waived in


  
 14 









 
accordance with the terms hereof within five (5) Business Days after a Financial Officer has actual knowledge of such occurrence, and (v) the amendment, modification, supplementation or
alteration of the Senior Credit Facility after the Amendment 2 Effective Date which imposes any mandatory prepayment, commitment reduction, additional interest or fee or any other incremental payment to the Lenders (as defined in the Senior Credit
Facility) not required as of the Amendment 6 Effective Date unless the Funds receive a proportionate additional payment in respect of the Deferred Pension Obligations at the time that the Obligors are required to make an additional payment to the
lenders under the Senior Credit Facility pursuant to the terms of such amendment, modification, supplementation or alteration (unless prior to such date the Supermajority Funds have agreed to (x) waive any such proportionate additional payments
and (y) continue deferring Monthly Amortization Payments and Monthly Interest Payments as otherwise required pursuant to this clause (v)); provided, that, for the avoidance of doubt, granting of consent by the lenders under the Senior Credit
Facility to permit an asset sale shall not by itself trigger this clause (v).” 
 ARTICLE III 

 

	 	6.	 Conditions Precedent. 



6.1        Effective Date. This Amendment 6 shall not
become effective until the date on which each of the following conditions is satisfied (or waived): 
 (a)        The Obligors, the Funds and the Agent shall have executed a counterpart of this Amendment 6, which may include telecopy or other electronic
transmission of a signed signature page of this Amendment 6. 

(b)        The Agent and CS Pension Fund shall have received
payment for all invoiced reasonable out-of-pocket expenses payable by the Primary Obligors under Section 11.01 of the Agreement. 
 (c)        Amendment No. 18 shall have gone effective and be in full force and effect. 
 ARTICLE IV 
  

	 	7.	 Miscellaneous. 


 7.1        Representation. The Primary Obligors represent and warrant as of the date hereof that no mandatory prepayment, commitment reduction, additional
interest or fee or any other incremental payment has been made to the Lenders (as defined in the Senior Credit Facility) after the Amendment 2 Effective Date that would have required a 

  
 15 









 
proportionate additional payment in respect of the Deferred Pension Obligations prior to giving effect to this Amendment 6 and Amendment No. 18 to the Senior Credit Facility. 

7.2        Agent. Pursuant to Section 11.04 of the
Agreement, the undersigned Funds, constituting all of the Funds party to the Agreement, hereby authorize and direct the Agent to execute, enter into and perform this Amendment 6. 

7.3        Successors and Assigns. This Amendment 6 and
all of the covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the Parties hereto, shall bind and inure to the benefit of the respective successors and assigns of the Parties hereto
whether so expressed or not. 

7.4        Counterparts. This Amendment 6 may be executed
simultaneously in counterparts (including by means of telecopied or PDF signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same Amendment
6. 
 7.5        Descriptive Headings;
Interpretation. The headings and captions used in this Amendment 6 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment 6. 

7.6        Governing Law. All issues and questions
concerning the construction, validity, enforcement and interpretation of this Amendment 6 shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules
or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York
shall control the interpretation and construction of this Amendment 6 (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would
ordinarily apply. 
 7.7        No Strict
Construction. The Parties have participated jointly in the negotiation and drafting of this Amendment 6. In the event an ambiguity or question of intent or interpretation arises, this Amendment 6 shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Amendment 6. 
 [SIGNATURE PAGES FOLLOW] 

  
 16 









  
 IN
WITNESS WHEREOF, the parties hereto have caused this Amendment 6 to be duly executed by their respective authorized officers as of the day and year first above written. 

 

					
	YRC INC., as an Obligor
			
	By	 	 	 	
	 Name: Phil J. Gaines

Title: Senior Vice President - CFO

	  
 USF HOLLAND, INC., as an Obligor

			
	By	 	 	 	
	 Name: Dan L. Olivier

Title: Vice President - Finance

	  
 NEW PENN MOTOR EXPRESS, INC., as
an
Obligor

			
	By	 	 	 	
	 Name: Paul F. Liljegren

Title: Vice President - Finance

	  
 USF REDDAWAY INC., as an Obligor

			
	By	 	 	 	
	 Name: Tom Palmer

Title: Vice President Finance - CFO




  
 Signature Page
to Amendment 6 to 
 Contribution Deferral Agreement 








  
 
					
	 YRC LOGISTICS SERVICES, INC., as a
 Guarantor

			
	By	 	 	 	
	Name: Brenda Stasiulis	 	
	Title: Vice President - Finance
	
	USF GLEN MOORE, INC., as a Guarantor
			
	By	 	 	 	
	Name: Phil J. Gaines
	Title: Senior Vice President - Finance
	
	 TRANSCONTINENTAL LEASE, S. DE R.L.
 DE C.V., as a Guarantor

			
	By	 	 	 	
	Name: Fortino Landeros Ruiz
	Title: Legal Representative
	
	 TRUSTEES for the CENTRAL STATES,
 SOUTHEAST AND SOUTHWEST AREAS
 PENSION FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	
	
	 INTERNATIONAL ASSOCIATION OF
 MACHINISTS MOTOR CITY PENSION
 FUND, as a Fund

			
	By	 	 	 	
		 	Name:	 	
		 	Title:	 	



  
 Signature Page
to Amendment 6 to 
 Contribution Deferral Agreement 








  
 
					
	 WESTERN CONFERENCE OF
 TEAMSTERS PENSION TRUST, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  

TEAMSTERS LOCAL 617 PENSION FUND,
 as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 LOCAL 705 INTERNATIONAL

BROTHERHOOD OF TEAMSTERS
 PENSION FUND, as a
Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 WESTERN CONFERENCE OF

TEAMSTERS SUPPLEMENTAL BENEFIT
 TRUST FUND, as a
Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 SUBURBAN TEAMSTERS OF NO. IL.

PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:










  
 
					
	 ROAD CARRIERS LOCAL 707 PENSION
 FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 SOUTHWESTERN PENNSYLVANIA AND

WESTERN MARYLAND TEAMSTERS &
 EMPLOYERS
PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 HAGERSTOWN MOTOR CARRIERS AND

TEAMSTERS PENSION PLAN, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 TEAMSTERS LOCAL 445 PENSION FUND,

as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  

I.B. of T. UNION LOCAL NO. 710 PENSION
 FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:










  
 
					
	 NEW ENGLAND TEAMSTERS &
 TRUCKING INDUSTRY PENSION FUND,
 as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 TEAMSTERS JC 83 PENSION FUND, as a

Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 MANAGEMENT LABOR WELFARE &

PENSION FUNDS LOCAL 1730, I.L.A., as a
 Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 TEAMSTERS LOCAL 639 EMPLOYER’S

PENSION TRUST, as a Fund

			
	By	 	 	 	
	 Name:

Title:










  
 
					
	 CENTRAL PENNSYLVANIA TEAMSTERS
 PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 TEAMSTERS LOCAL 641 PENSION
FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 TEAMSTERS PENSION TRUST FUND OF

PHILADELPHIA AND VICINITY, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 FREIGHT DRIVERS AND HELPERS

LOCAL 557 PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 MID-JERSEY TRUCKING IND. &

TEAMSTERS LOCAL 701 PENSION FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:










  
 
					
	 TRUCKING EMPLOYEES OF NORTH
 JERSEY WELFARE FUND INC. - PENSION
 FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:

	  

HAWAII TRUCKERS-TEAMSTERS UNION

PENSION FUND, as a Fund a

			
	By	 	 	 	
	 Name:

Title:

	  
 NEW YORK STATE TEAMSTERS

CONFERENCE PENSION AND
 RETIREMENT FUND, as a
Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 EMPLOYER-TEAMSTERS LOCAL NOS.

175/505 PENSION TRUST FUND, as a Fund

			
	By	 	 	 	
	 Name:

Title:










  
 
					
	 WESTERN PENNSYLVANIA TEAMSTERS
 AND EMPLOYERS PENSION FUND, as a
 Fund

			
	By	 	 	 	
	 Name:

Title:

	  
 WILMINGTON TRUST COMPANY, as

Agent

			
	By	 	 	 	
	 Name:

Title:










  
 Exhibit A 

Amendment No. 18 to Senior Credit Facility 
 (see attached)