Certificate of Designations, Preferences, Powers and Rights of Class A Stock



 Exhibit 4.6 
 CERTIFICATE OF DESIGNATIONS, PREFERENCES, POWERS 
 AND RIGHTS OF CONVERTIBLE PREFERRED STOCK 
 OF 
 YRC WORLDWIDE, INC. 
 Pursuant to
Section 151(g) of the General Corporation Law of the State of Delaware, YRC WORLDWIDE, INC., a Delaware corporation (the “Corporation”), certifies that, pursuant to the authority conferred upon its Board of Directors by
the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on             , 2009 adopted the following resolution creating a series of Preferred Stock:

 RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of the Corporation by Article Fourth
of the Certificate of Incorporation, as amended, of the Corporation, a series of Preferred Stock, with an initial stated value of $50.00 per share, of the Corporation to be known as Class A Convertible Preferred Stock be, and hereby is,
created, and that the designation and number of shares, and the relative rights, powers, preferences, and limitations thereof (in addition to the provisions set forth in the Certificate of Incorporation of the Corporation, as amended, that are
applicable to Preferred Stock generally) shall be as follows: 
 A. Certain Definitions. When used in this
Certificate of Designations, the following terms shall have the meanings specified: 
 “Accrued Dividends” has
the meaning set forth in Section D. 
 “Amendment” has the meaning set forth in
Section H.1. 
 “As-Converted-to-Common-Stock-Basis” gives effect immediately prior to the
applicable record date to the conversion of the Convertible Preferred Stock and Accrued Dividends thereon into Common Stock in accordance with Section H (and subject to the terms and conditions contained therein) as if the Amendment (as
such term is defined in Section H) had become effective. 
 “Beneficial Owner” has the meaning
assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” will be deemed to have beneficial ownership of all securities, whether such right is currently exercisable or is exercisable only after the passage of time. 
 “Board” means the board of directors of the Corporation. 
 “Bylaws” means the Corporation’s bylaws, as may be amended from time to time. 
 “Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) Common Stock, Preferred Stock or other equity interests issued by the Corporation, any Subsidiary of the Corporation or any other Person, as applicable. 
 “Certificate of Incorporation” means the Corporation’s certificate of incorporation, as it may be amended from time to
time. 
 “Common Stock” means the Corporation’s Common Stock, $1.00 par value per share. 
 “Conversion Price” has the meaning set forth in Section H.1. 
 “Convertible Preferred Stock” has the meaning set forth in Section B. 
 “Dividend Accrual Date” has the meaning set forth in Section D. 







 “Exchange Act” means the federal Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Exchange Offer” means the
offer by the Corporation, registered on a form S-4 initially filed with the SEC on November 9, 2009, to exchange the Notes and Old Coco Notes for a number of shares of the Common Stock and Convertible Preferred Stock that in the aggregate
would represent 95% of the issued and outstanding Common Stock (on an as-if converted basis) immediately after giving effect to such offer. 
 “Issue Date” means the date on which any shares of the Convertible Preferred Stock are first issued. 
 “Junior Securities” has the meaning set forth in Section C. 
 “Liquidation Amount” has the meaning set forth in Section G.1. 
 “Liquidation
Event” has the meaning set forth in Section G.1. 
 “Liquidation Preference” shall mean
$50.00 per share, as adjusted for the addition of any compounding dividends or accruals pursuant to Section D. 
 “Merger” means a merger of the Corporation into a wholly owned subsidiary, the result of which would have the same effect as the transactions contemplated by the Stockholders’ Approval. 
 “Noteholders” means the entities that are the beneficial holders of (i) 5.0% Net Share Settled
Contingent Convertible Senior Notes due 2023 (the “5% Net Share Settled Notes”), (ii) 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023 (the “3.375% Net Share Settled Notes” and together
with the 5% Net Share Settled Notes, the “Coco Notes”), (iii) 8 1/2% Guaranteed Notes due April 15, 2010 (the “8 1/2
% Notes” and together with the Coco Notes, the “Notes”), and (iv) the 5.0% Contingent Convertible
Senior Notes due 2023 and the 3.375% Contingent Convertible Senior Notes due 2023 which are referred to herein as the “Old 5% Notes” and the “Old 3.375% Notes,” respectively (collectively, the “Old Coco
Notes”). 
 “Parity Securities” means any class or series, or any shares of any class or
series, of Capital Stock of the Corporation (other than the Convertible Preferred Stock) that ranks equally with the Convertible Preferred Stock with respect to priority of dividend rights and rights on liquidation, winding up and dissolution of the
Corporation (in each case, without regard to whether dividends accrue cumulatively or non-cumulatively). 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or other entity. 
 “Preferred Stock” means the Corporation’s class of authorized Preferred Stock, $1.00 par value per share. 

“SEC” means the U.S. Securities and Exchange Commission. 
 “Stockholders’ Approval” means a vote of the holders of Capital Stock of the Corporation entitled to vote on the
Amendment approving the Amendment pursuant to the General Corporation Law of the State of Delaware and the Certificate of Incorporation. 
 “Subsidiary” of the Corporation means: 
  

	 	1.	any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or
other business entity is at the time owned or controlled, directly or indirectly, by the Corporation or one or more of the other Subsidiaries of the Corporation (or a combination thereof); and 

  

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	 	2.	any partnership (i) the sole general partner or the managing general partner of which is the Corporation or a Subsidiary of the Corporation or (ii) the only
general partners of which are the Corporation or one or more Subsidiaries of the Corporation (or any combination thereof). 

 “Voting Stock” as of any date means the Capital Stock of the Corporation that is at the time entitled to vote in the election of the Board. 
 B. Designation and Amount. The shares of the series of Preferred Stock designated hereby shall be designated as “Class
A Convertible Preferred Stock” (the “Convertible Preferred Stock”), and the number of shares constituting such series shall be five million (5,000,000). Such number of shares may be decreased by resolution of the
Board of Directors as provided in the Certificate of Incorporation; provided that no decrease shall reduce the number of shares of Convertible Preferred Stock to a number less than that of the shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation exercisable for or convertible into the Convertible Preferred Stock. Shares of the
Convertible Preferred Stock shall be issued in book entry form in restricted accounts at the Corporation or its transfer agent and registered in the holders’ respective names. 
 C. Ranking. The Convertible Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and
dissolution of the Corporation, rank senior to the Common Stock and all other classes and series, and all shares of all other classes and series, of Capital Stock of the Corporation now authorized, issued or outstanding (collectively with the Common
Stock, “Junior Securities”). 
 D. Dividends. Subject to Section E below, the holders
of shares of Convertible Preferred Stock, in preference to the holders of any Junior Securities other than Common Stock, shall be entitled to receive cash dividends on an As-Converted-to-Common-Stock-Basis in an amount equal to the cash dividends
declared by the Board on the Common Stock out of funds of the Corporation legally available therefor, but only as, when, and if so declared. The Convertible Preferred Stock will not accrue dividends until and unless the date on which the holders of
Capital Stock of the Corporation do not approve the Amendment at the first meeting of stockholders upon which such matter is submitted for a vote after the date hereof or otherwise on the 60th day following the closing of the Exchange Offer if the
Stockholders’ Approval has not been obtained by such date (the “Dividend Accrual Date”). Beginning on and following such Dividend Accrual Date and ending on the earlier of (i) the date of the receipt of the
Stockholders’ Approval, (ii) the date upon which the Merger becomes effective and (iii) the date upon which the aggregate Liquidation Preference for the Convertible Preferred Stock has increased such that the amount of Common Stock
into which the Convertible Preferred Stock is convertible, when combined with the Common Stock issued to the Noteholders in the Exchange Offer, would have equaled 97% of the outstanding Common Stock of the Corporation on an
As-Converted-to-Common-Stock-Basis (calculated as if all shares of Convertible Preferred Stock were converted into Common Stock) immediately following the consummation of the Exchange Offer, the Convertible Preferred Stock shall accrue cumulative
dividends on its Liquidation Preference at an annual rate of 20.00%, which shall be added to the Liquidation Preference of such Convertible Preferred Stock (and not paid in cash) on the last day of each calendar quarter (i.e.,
March 31, June 30, September 30 and December 31) (all dividends on Convertible Preferred Stock described in this Section D declared or accrued but remaining unpaid and which have not been added to the
Liquidation Preference pursuant to this Section D being referred to herein as “Accrued Dividends”). All dividend accruals pursuant to this Section D shall be based on a 365-day year. Any Accrued Dividends shall
not bear interest. Accrued but unpaid dividends may be declared and paid at any time. 
 E. Voting Rights.

 1. Generally. Except as may be otherwise expressly provided in the Certificate of Incorporation or as
expressly required by the General Corporation Law of the State of Delaware, the Convertible Preferred Stock shall vote together with the shares of the Common Stock and not as a separate class, on an As-Converted-to-Common-Stock-Basis, at any annual
or special meeting of stockholders of the Corporation and each holder of shares of Convertible Preferred Stock shall be entitled to such number of votes as they would then receive on an As-Converted-to-Common-Stock-Basis (subject to the limitations
set forth in Section H). 
  

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 2. Certain Matters. So long as any shares of Convertible Preferred Stock
shall be outstanding, and unless the consent or approval of a greater number of shares shall then be required by law, without first obtaining the consent or approval of the holders of at least a majority of the shares of the Convertible Preferred
Stock then outstanding, the Corporation shall not (except with respect to the Stockholders’ Approval and the Merger): (i) amend, alter, change or repeal the Certificate of Incorporation, or waive any provisions thereof, in a manner
that would materially and adversely affect the rights, preferences or powers of the holders of Convertible Preferred Stock and no amendment, alteration or repeal shall be made that has a disproportionate adverse effect on any holder of Convertible
Preferred Stock in a manner different than other holders of Convertible Preferred Stock; (ii) amend, alter, change or repeal the rights, preferences or powers of Convertible Preferred Stock; (iii) declare, pay, or set apart for payment,
any dividends or any other distributions of any sort by the Corporation, in each case prior to the date on which the Shareholders’ Approval is received, in respect of any Junior Securities or any Parity Securities; (iv) purchase, redeem or
otherwise acquire or retire for value, in each case prior to the date on which the Shareholders’ Approval is received, any Parity Securities, Junior Securities, or any Capital Stock of any Subsidiary of the Corporation, or any securities
exercisable or exchangeable for any of the foregoing, other than in connection with the surrender by employees of the Corporation of portions of equity awards to satisfy tax withholding obligations; provided that the foregoing limitations
shall not apply to redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Securities by the Company in connection with the provisions of any employee benefit plan or other equity agreement with the employees, officers
and directors of the Company; or (v) authorize, create, increase the authorized amount of, reclassify into, in each case prior to the date on which the Shareholders’ Approval is received, Parity Securities, or any class or series, or any
shares of any class or series, of Capital Stock of the Corporation ranking senior in priority to the Convertible Preferred Stock with respect to the right to dividends or preference on liquidation (including additional shares of Preferred Stock) or
issue any debt securities convertible into Capital Stock. 
 F. Reacquired Shares. 
 Any shares of Convertible Preferred Stock redeemed, purchased, or otherwise acquired by the Corporation in any manner whatsoever shall be
retired promptly after the acquisition thereof, and, if necessary to provide for the lawful redemption or purchase of such shares, the capital represented by such shares shall be reduced in accordance with the General Corporation Law of the State of
Delaware. All such shares shall upon their retirement (and compliance with any applicable provisions of the laws of the State of Delaware) become authorized but unissued shares of Preferred Stock and may be redesignated and reissued as part of
any other series of Preferred Stock, subject to the conditions or restrictions on authorizing, or creating, or issuing any class or series, or any shares of any class or series, set forth in Section E.2. 
 G. Liquidation, Dissolution, or Winding Up. 
 1. Priority. In the event of any liquidation, dissolution, or winding up of the Corporation (a “Liquidation Event”), whether voluntary or involuntary, no holders of
Junior Securities shall receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation until the holders of the shares of Convertible Preferred Stock then outstanding, by reason of their ownership
thereof, shall have first received an amount in cash per share of Convertible Preferred Stock equal to the greater of (i) 100% of the Liquidation Preference thereof (as adjusted for changes in the Convertible Preferred Stock by stock split,
stock dividend, stock combination, or the like occurring after the Issue Date), plus an amount in cash equal to all Accrued Dividends through the date of the effectiveness of the Liquidation Event, and (ii) the amount such holder of Convertible
Preferred Stock would receive as a holder of Common Stock on an As-Converted-to-Common-Stock-Basis; provided that following the date of the receipt of the Stockholders’ Approval, shares of Convertible Preferred Stock that remain
outstanding shall only be entitled to receive the amount such holder would receive as a holder of Common Stock on an As-Converted-to-Common-Stock-Basis (in each case, such amount being referred to herein as the “Liquidation
Amount”). If, upon the occurrence of any Liquidation Event, the assets and funds of the Corporation available to be distributed among the holders of the Convertible Preferred Stock shall be insufficient to permit the payment to such holders
of the full Liquidation Amount, then the holders of Junior Securities shall not receive, by reason of their ownership thereof, any payment or distribution of any of the assets of the Corporation, and the holders of all such shares of Convertible
Preferred Stock shall share ratably in any distribution of assets of the Corporation in accordance with the amounts that would be payable on any such distribution if the Liquidation Amount were to be paid in full. 
  

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 2. Excluded Events. For purposes of this Section G, none of the
voluntary sale, conveyance, exchange and transfer (for cash, shares of stock, other securities or other consideration) of all or substantially all of the property or assets of the Corporation, and no consolidation or merger of the Corporation with
any one or more other corporations, shall be deemed to be a Liquidation Event unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation. 

H. Conversion. 
 1. Automatic. Immediately upon the effectiveness of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Common Stock to a number of shares
sufficient for effecting the conversion of the shares of Convertible Preferred Stock into shares of Common Stock pursuant to this Section H (the “Amendment”), each share of Convertible Preferred Stock shall automatically
be converted into a number of fully paid and non-assessable shares of Common Stock equal to the quotient obtained by dividing (i) (a) the Liquidation Preference, plus (b) the amount of Accrued Dividends, by (ii) the
Conversion Price; provided, however, that to the extent such conversion would result in a Noteholder holding more than 9.9% of the issued and outstanding Common Stock of the Corporation, such Noteholder’s shares of Preferred Stock
shall only convert on such date (and automatically from time to time after such date) in such a manner as will result in such Noteholder holding not more than 9.9% of the issued and outstanding Common Stock; provided, further that,
notwithstanding the foregoing, all shares of Convertible Preferred Stock outstanding on the date that is eighteen months following the date on which the Stockholders’ Approval is received shall automatically convert into Common Stock at the
Conversion Price. The initial “Conversion Price” for the Convertible Preferred Stock shall be $0.22698, as such price is adjusted in accordance with Sections H.3 through H.7. All references to the Conversion
Price herein shall mean the Conversion Price as so adjusted.
 2. Mechanics of Conversion. Upon the occurrence
of the event specified in Section H.1 above, the outstanding shares of Convertible Preferred Stock shall be converted automatically without any further action by the holders of such shares. Upon the occurrence of such automatic
conversion of the Convertible Preferred Stock, the Corporation will make entries in the share registry of the Corporation or any transfer agent for the Convertible Preferred Stock in the holders’ respective names for the number of whole shares
of Common Stock into which the shares of Convertible Preferred Stock surrendered and Accrued Dividends thereon were convertible on the date on which such automatic conversion occurred, with fractional shares of Common Stock (after aggregating all
Convertible Preferred Stock and Accrued Dividends thereon being converted on such date) rounded down to whole shares of Common Stock. 
 3. Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Issue Date effect a subdivision or like transaction of the outstanding Common Stock without a
corresponding subdivision of the Convertible Preferred Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased. Conversely, if the Corporation shall at any time or from time to time after the
Issue Date combine the outstanding shares of Common Stock into a smaller number of shares or like transaction without a corresponding combination of the Convertible Preferred Stock, the Conversion Price in effect immediately before the combination
shall be proportionately increased. Any adjustment under this Section H.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. 
 4. Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time after the
Issue Date makes a dividend payment or other distribution payable in additional shares of Common Stock without provision for a like dividend on shares of Convertible Preferred Stock based on the Conversion Price, then the Conversion Price that is
then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (i) the numerator of
which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. 
  

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 5. Adjustment for Other Common Stock Dividends and Distributions. If the
Corporation at any time or from time to time after the Issue Date makes a dividend payment or other distribution payable to all holders (or in the case of clause (ii) below, substantially all holders) of Common Stock in (i) rights,
warrants or options to subscribe for or purchase shares of Common Stock at a price per share less than fair market value, or (ii) shares of Capital Stock (other than Common Stock), evidences of indebtedness or other assets or property without,
in each case, provision for a like dividend or distribution on, or like opportunity to subscribe by holders of, shares of Convertible Preferred Stock based on the Conversion Price, then the Conversion Price that is then in effect shall be decreased
as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which is the fair market value,
as reasonably determined by the Board, of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the fair market value, as reasonably determined by the
Board, of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the fair market value, as reasonably determined by the board, of the rights, warrants,
options, shares, evidences or other assets set forth in this Section H.5 in payment of such dividend or distribution. 
 6. Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issue Date, the Common Stock issuable upon the conversion of the Convertible Preferred Stock and Accrued Dividends
thereon is changed into the same or a different number of shares of any other class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or a
reorganization, merger, consolidation or sale of assets, in each case as provided for elsewhere in this Section H), in any such event the Convertible Preferred Stock and Accrued Dividends thereon shall automatically convert into the kind
and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change on an As-Converted-to-Common-Stock-Basis, all subject to further adjustment as provided herein or with respect to such
other securities or property by the terms thereof. 
 7. Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time after the Issue Date, there is a capital reorganization of the Common Stock (other than a Liquidation Event or a recapitalization, subdivision, combination, reclassification, exchange or
substitution of shares provided for elsewhere in this Section H), as a part of such capital reorganization, provision shall be made so that the holders of the Convertible Preferred Stock shall receive on an
As-Converted-to-Common-Stock-Basis the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock would have been entitled in such event, subject to adjustment as provided
herein with respect to such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section H with respect to the rights of the holders of
Convertible Preferred Stock after the capital reorganization to the end that the provisions of this Section H (including adjustment of the Conversion Price then in effect) shall be applicable after that event and be as nearly equivalent
as practicable. 
 I. Notices. 
 All notices or communications in respect of the Convertible Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first-class mail, postage prepaid, to any holder
of the Convertible Preferred Stock at such holder’s last address appearing on the books of the Corporation, or if given in such other manner, as may be permitted by the terms hereof, in the Certificate of Incorporation or Bylaws or by
applicable law. 
 J. Procedures for Voting and Consents. 
 The rules and procedures for calling and conducting any meeting of the holders of Convertible Preferred Stock (including, without
limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be
governed by any rules that the Board (or a duly authorized committee of the Board), in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, Bylaws,
or General Corporation Law of the State of Delaware. 
  

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 K. Record Holders. 
 To the fullest extent permitted by applicable law, the Corporation and the transfer agent, if any, for the Convertible Preferred Stock may
deem and treat the record holder of any share of Convertible Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary. 
 L. Restatement. 
 In any restatement of the Certificate of Incorporation permitted by the General Corporation Law of the State of Delaware, these designations of Convertible Preferred Stock may be included as
Article Fifteenth. 
 M. Effectiveness. 
 This Certificate of Designations shall be effective upon the filing of the same with the Secretary of State of Delaware. 
 *        *        *        * 
  

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 IN WITNESS WHEREOF, YRC WORLDWIDE, INC. has caused this Certificate of Designations,
Preferences, Powers and Rights of Convertible Preferred Stock to be duly executed by its duly authorized officer, this      day of             , 2009.

  

			
	YRC WORLDWIDE, INC.
		
	By:	 	  



  

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