EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 1 
 Dated as of
January 30, 2018 
 to 

SECOND AMENDED AND RESTATED CONTRIBUTION DEFERRAL AGREEMENT 

Dated as of January 31, 2014 

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of January 30, 2018 by and among YRC INC., a Delaware corporation
(“YRC”), USF HOLLAND LLC, a Delaware limited liability company (f/k/a USF Holland Inc., a Michigan corporation) (“Holland”), NEW PENN MOTOR EXPRESS LLC, a Delaware limited liability company (f/k/a 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”), the other Obligors party hereto, the TRUSTEES for the CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS PENSION FUND, and each other pension fund party hereto as a “Fund”, and Wilmington Trust Company, a
Delaware Trust Company, as agent for the Funds (together with its successors and assigns, in such capacity, the “CDA Agent”), under that certain Second Amended and Restated Contribution Deferral Agreement (as amended, modified or
supplemented from time to time, the “Contribution Deferral Agreement”) dated as of January 31, 2014, by and among the Primary Obligors, the Funds party thereto and the CDA Agent. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Contribution Deferral Agreement, as applicable. 
 WHEREAS, the
Obligors desire to amend the Contribution Deferral Agreement in accordance with Section 10.04(c) thereof by, among other things, extending the date by which payment of all outstanding Deferred Pension Payments and outstanding Deferred Interest
must be made from December 31, 2019 to December 31, 2022 (the “Extension”); 
 WHEREAS, the Obligors have
requested certain other amendments to the Contribution Deferral Agreement, which shall become effective immediately following consummation of the Extension; 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors, the Funds, and the CDA Agent have agreed to enter into this Amendment. 

1.    Amendments to Contribution Deferral Agreement. 

The Primary Obligors, the Funds and the CDA Agent hereby agree that, upon the satisfaction or waiver of the conditions precedent set forth in
Section 2, the Contribution Deferral Agreement shall be amended as follows: 
 (a)    Section 1.01 of the
Contribution Deferral Agreement is hereby amended by adding the following definitions in proper alphabetical sequence: 







 ““Equity Interests” shall have the meaning assigned to such term in
Section 7.01(c).” 
 ““First Amendment” means that certain Amendment No. 1 to this Agreement, dated as
of January 30, 2018, among the Primary Obligors, the other Obligors party thereto, the Agent, and the Funds listed on the signature pages thereto.” 

““First Amendment Effective Date” shall have the meaning assigned to such term in Article 2 of the First
Amendment.” 
 ““Installment Payments” shall mean those payments to be made in accordance with the table set
forth in Section 2.01(b).” 
 ““Maturity Date” shall mean December 31, 2022.” 

(b)    Section 2.01 of the Contribution Deferral Agreement is amended and restated in its entirety as follows: 

“2.01 Deferred Pension Payments and Deferred Interest. 

(a)    As of the First Amendment Effective Date, the Primary Obligors owe the Funds, without defense, counterclaim or
offset of any kind, an aggregate amount equal to $75,121,649.40 in respect of the Deferred Pension Payments, with the specific amounts owed to each Fund as of the First Amendment Effective Date being set forth on Schedule 2.01 hereto. 

(b)    Subject to the terms and conditions set forth herein, the Funds, on a several basis, and the Primary Obligors, on a
joint and several basis, hereby agree that payment of all (i) Deferred Pension Payments and (ii) Deferred Interest shall be made by the Primary Obligors to the applicable Funds in installments on the dates and in the amounts set forth in
the table below: 
  

			
	
Payment Dates
	  	 Installment Payment Amount

	December 31, 2018	  	2% of Deferred Pension Payments as of November 30, 2018
	December 31, 2019	  	2% of Deferred Pension Payments as of November 30, 2019
	December 31, 2020	  	2% of Deferred Pension Payments as of November 30, 2020
	December 31, 2021	  	2% of Deferred Pension Payments as of November 30, 2021
	Maturity Date	  	Remaining amount of Deferred Interest and Deferred Pension Payments


  
 2 








 Any Installment Payments made pursuant to this Section 2.01(b) shall be applied ratably among the Funds in
accordance with the Obligations then due the Funds, first in respect of the Obligations other than Secured Obligations, then in respect of the Secured Obligations, and in all cases the Installment Payments shall be applied first towards payment of
Deferred Interest and second towards payment of Deferred Pension Payments. 
 The amount of each Installment Payment shall be calculated by the CDA Agent
and such amount and calculation shall be provided to the Primary Obligors. The Primary Obligors shall either confirm such amount and calculation or provide corrections thereto, which, in each case, may be relied upon conclusively by the CDA Agent
without independent verification and will have no further responsibility therefor whatsoever. The CDA Agent will distribute the final version of such calculations to any Fund upon the request of that Fund. 

(c)    A new Section 8.01(j) shall be added to the Contribution Deferral Agreement as follows: 

“(j) to the extent the Parent consummates an issuance of its shares, interests, rights, participations or other equivalents (however
designated) of capital stock of (or other ownership or profit interests or units in) the Parent and all of the warrants, options or other rights for the purchase, acquisition or exchange from the Parent of any of the foregoing (including through
convertible securities) (collectively, “Equity Interests”) (but excluding in each case any debt security that is convertible into, or exchanged for, Equity Interests) in an underwritten public offering or private placement,
in each case, and with respect to the first such issuance of Equity Interests that is consummated after the First Amendment Effective Date, the Parent (x) pays any bonuses to its executive officers or directors or (y) makes any dividend or
other distribution on account of any Equity Interest of the Parent, or any payment on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest of the Parent, in each case with
respect to the foregoing (x) and (y), with the Net Cash Proceeds of such offering or placement.” 

(d)    Schedule 2.01 to the Contribution Deferral Agreement is hereby deleted and replaced in its entirety with the
Schedule 2.01 attached hereto. 
 2.    Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction (or waiver) of the following conditions precedent (the date on which such conditions precedent are satisfied or waived being referred to herein as the “First Amendment Effective Date”): 

(a)    The CDA Agent and the Funds shall have received counterparts of this Amendment duly executed by the Primary
Obligors, each other Obligor party hereto, the CDA Agent, and each Fund. 

  
 3 








 (b)    The CDA Agent (and its counsel) shall have received payment for all
invoiced fees and reasonable out-of-pocket expenses incurred in connection with this Amendment. 

(c)    The Primary Obligors shall have made an optional prepayment in an amount equal to $25,000,000 to be applied to
Obligations other than Secured Obligations, and first towards payment of Deferred Interest and second towards payment of Deferred Pension Payments. 

(d)    The Funds shall have received an officer’s certificate from each Primary Obligor, attaching recent good
standing certificates from its jurisdiction of organization, its organizational documents, resolutions approving this Amendment and incumbency. 

(e)    The representation and warranties listed in Section 3 of this Amendment shall be true and correct as of the
First Amendment Effective Date. 
 3.    Representations and Warranties of the Primary Obligors. Each of the
Primary Obligors and each of the other Obligors party hereto hereby represents and warrants as follows as of the First Amendment Effective Date: 

(a)    This Amendment has been duly authorized, executed and delivered by the Primary Obligors and each Obligor and this
Amendment and the Contribution Deferral Agreement, as modified hereby, constitute legal, valid and binding obligations of the Obligors and are enforceable against the Obligors in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(b)    As of the First Amendment Effective Date, (i) no Default has occurred and is continuing and (ii) the
representations and warranties of the Primary Obligors set forth in the Contribution Deferral Agreement, as modified hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. 

(c)    The execution and delivery by the Primary Obligors of this Amendment, and the performance by the Primary Obligors
under this Amendment and the Contribution Deferral Agreement as modified hereby do not and will not violate or result in default under the Senior Credit Facility or the ABL Credit Facility as in effect on the First Amendment Effective Date. 

(d)    Each Primary Obligor is unable to make payment of any portion of the Deferred Pension Payments set forth on
Schedule 2.01 as of the First Amendment Effective Date, other than the Installment Payments specified in Section 1(b) of this Amendment and the payment of $25,000,000 specified in Section 2(c) of this Amendment. 

  
 4 








 (e)    Prior to the First Amendment Effective Date, Parent furnished to the
Funds its consolidated balance sheet and statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2016, reported on by KPMG LLP, independent public accountants, and (ii) as of
and for the fiscal quarter ended September 30, 2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. Prior to the First
Amendment Effective Date, the Primary Obligors delivered to the CS Pension Fund and its advisors the written projected financial information of Parent, dated as of November 29, 2017 and December 1, 2017 (the
“Projections”). The Projections were prepared in good faith based upon assumptions believed to be reasonable by senior management at the time, it being recognized by the Funds and the CDA Agent that the Projections are not to be
viewed as facts and that the actual results during the period or periods covered by such Projections may differ from the projected results and such differences may be material. Based on the Projections, as of the First Amendment Effective Date, the
Obligors do not expect to be able to repay the Deferred Pension Payments or the Deferred Interest on a date earlier than is required by this Amendment. 

4.    Reference to and Effect on the Contribution Deferral Agreement. 

(a)    Upon the effectiveness hereof, each reference to the Contribution Deferral Agreement in the Contribution Deferral
Agreement or any other Fund Document shall mean and be a reference to the Contribution Deferral Agreement as modified hereby. This Amendment shall constitute a Fund Document. 

(b)    Each Fund, by delivering its signature page to this Amendment shall be deemed to have (i) acknowledged receipt
of, and consented to and approved, each document, agreement, instrument, or certificate required to be approved by such Fund on the First Amendment Effective Date and (ii) authorized and directed the CDA Agent to execute this Amendment. 

(c)    Except as specifically set forth above, the Contribution Deferral Agreement and all other documents, instruments
and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 

(d)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of the CDA Agent or the Funds, nor constitute a waiver of any provision of the Contribution Deferral Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

5.    Acknowledgements. By executing this Amendment, each of the Obligors (a) consents to this Amendment and
the performance by the Primary Obligors and each of the other Obligors of their obligations hereunder, (b) acknowledges that notwithstanding the execution and delivery of this Amendment, the obligations of each of the Obligors under each of the
Collateral Documents and each of the other Fund Documents to which such Obligor is a party, are not impaired or affected and each such Collateral Document and each such other Fund Document continues in full force and effect, and (c) affirms and
ratifies, to the extent it is a party thereto, each Collateral Document and each other Fund Document with respect to all of the obligations thereunder as expanded or amended hereby. 

  
 5 








 6.    Further Assurances. If the Majority Funds reasonably determine
that applicable law requires the amendment of any Mortgage to reflect the provisions of this Amendment, after request thereto, the Borrower shall promptly cooperate with the CDA Agent and the Majority Funds in amending such Mortgage and shall pay
all reasonable out-of-pocket costs and expenses relating thereto. 

7.    Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of
New York. 
 8.    Headings. Section headings in this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose. 
 9.    Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF
shall have the same force and effect as manual signatures delivered in person. 
 10.    CDA Agent
Rights.    The CDA Agent shall not be liable for any action taken or not taken by it (i) in connection with entry into this Amendment, and in taking any actions under or pursuant to this Amendment or (ii) in the
absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. 

[Signature Pages Follow] 

  
 6 








 N WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

							
		 		 	EXPRESS LANE SERVICE, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	 NEW PENN MOTOR EXPRESS LLC
 (F/K/A
NEW PENN MOTOR EXPRESS INC.)

				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	ROADWAY EXPRESS INTERNATIONAL, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	ROADWAY LLC
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	ROADWAY NEXT DAY CORPORATION
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance
			
		 		 	ROADWAY REVERSE LOGISTICS, INC.
				
		 		 	By:	 	/s/ Phil J. Gaines
		 		 	Name:	 	Phil J. Gaines
		 		 	Title:	 	Senior Vice President, Finance
			
		 		 	USF BESTWAY INC.
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance


  
 Signature Page to
Amendment No. 1 to Contribution Deferral Agreement 
 YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 









							
			
		 		 	YRC ASSOCIATION SOLUTIONS, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	YRC INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	YRC INTERNATIONAL INVESTMENTS, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	YRC LOGISTICS SERVICES, INC.
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance
			
		 		 	YRC MORTGAGES, LLC
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	YRC ENTERPRISE SERVICES, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	YRC REGIONAL TRANSPORTATION, INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President


  
 Signature Page to
Amendment No. 1 to Contribution Deferral Agreement 
 YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 









							
		 		 	USF DUGAN INC.
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance
			
		 		 	USF GLEN MOORE INC.
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance
			
		 		 	 USF HOLLAND LLC
 (F/K/A USF HOLLAND
INC.)

				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President
			
		 		 	USF REDSTAR LLC
				
		 		 	By:	 	/s/ Brianne L. Simoneau
		 		 	Name:	 	Brianne L. Simoneau
		 		 	Title:	 	Vice President, Finance
			
		 		 	USF REDDAWAY INC.
				
		 		 	By:	 	/s/ Mark D. Boehmer
		 		 	Name:	 	Mark D. Boehmer
		 		 	Title:	 	Vice President


  
 Signature Page to
Amendment No. 1 to Contribution Deferral Agreement 
 YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 









							
		 		 	WILMINGTON TRUST COMPANY, as CDA Agent
				
		 		 	By:	 	/s/ W. Thomas Morris, II
		 		 	Name:	 	W. Thomas Morris
		 		 	Title:	 	Vice President


  
 Signature Page to
Amendment No. 1 to Contribution Deferral Agreement 
 YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 








 
			
	 MANAGEMENT - LABOR WELFARE AND

PENSION FUNDS LOCAL 1730 I.L.A.

		
	By:	 	 /s/ Scott Shaffer

	Name:	 	Scott Shaffer
	Title:	 	Administrator


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	INTERNATIONAL BROTHERHOOD OF TEAMSTERS UNION LOCAL 710 PENSION FUND
	as a Fund
		
	By:	 	 /s/ Brian J. O’Malley

	Name:	 	Brian J. O’Malley
	Title:	 	Administrator


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	HAGERSTOWN MOTOR CARRIERS AND TEAMSTERS PENSION FUND, as a Fund
		
	By:	 	 /s/ [Unreadable]

	Name:	 	
	Title:	 	Administrative Agent


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	CENTRAL PENNSYLVANIA TEAMSTERS PENSION FUND, as a Fund
		
	By:	 	 /s/ William M. Shappell

	Name:	 	William M. Shappell
	Title:	 	Chairman and Trustee


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	CENTRAL STATES, SOUTHEAST AND SOUTHWEST AREAS PENSION FUND
		
	By:	 	 /s/ Thomas C. Nyhan

	Name:	 	Thomas C. Nyhan
	Title:	 	Executive Director


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	EMPLOYER-TEAMSTERS LOCAL NOS. 175 AND 505 PENSION TRUST FUND
		
	By:	 	 /s/ Frank T. Litton, Jr.

	Name:	 	Frank T. Litton, Jr.
	Title:	 	Chairman


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	FREIGHT DRIVERS AND HELPERS LOCAL UNION NO. 557 PENSION FUND as a Fund
		
	By:	 	 /s/ William Alexander

	Name:	 	William Alexander
	Title:	 	TRUSTEE


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	MID-JERSEY TRUCKING INDUSTRY & TEAMSTERS LOCAL 701 PENSION FUND, as a Fund
		
	By:	 	 /s/ RONALD LAKE

	Name:	 	RONALD LAKE
	Title:	 	TRUSTEE


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	 SOUTHWESTERN PENNSYLVANIA AND WESTERN MARYLAND AREA TEAMSTERS AND EMPLOYERS PENSION FUND, as a Fund

 

	By:	 	 /s/ Ed Kearns

	Name:	 	Ed Kearns
	Title:	 	Chairman Board of Trustee
		
	By:	 	 /s/ Vito Dragone, Jr.

	 Name:
	 	Vito Dragone, Jr.
	 Title:
	 	Secretary-Treasurer


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	TEAMSTERS PENSION TRUST FUND OF PHILADELPHIA AND VICINITY, as a Fund
		
	By:	 	 /s/ MARIA SCHEELER

	Name:	 	MARIA SCHEELER
	Title:	 	EXECUTIVE DIRECTOR/ADMINISTRATOR


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 








			
	 TRUCKING EMPLOYEES OF NORTH JERSEY

WELFARE FUND INC. – PENSION FUND

		
	By:	 	 /s/ Robert Blumenfeld

	Name:	 	Robert Blumenfeld
	Title:	 	Fund Administrator


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	WESTERN CONFERENCE OF TEAMSTERS PENSION TRUST FUND, as a Fund
		
	By:	 	 /s/ Michael M. Sander

	Name:	 	Michael M. Sander
	Title:	 	Administrative Manager


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	 WESTERN CONFERENCE OF TEAMSTERS SUPPLEMENTAL BENEFIT TRUST

as a Fund

		
	By:	 	 /s/ Walter Maestas

	Name:	 	Walter Maestas
	Title:	 	Chairman


 Signature Page to Amendment No. l to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	TEAMSTERS LOCAL 641 PENSION FUND,
	as a Fund
		
	By:	 	 /s/ William Cunningham

	Name:	 	William Cunningham
	Title:	 	Chairman


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	Suburban Teamsters of Northern Illinois Pension Fund,
	as a Fund
		
	By:	 	 /s/ Timothy Custer

	Name:	 	Timothy Custer
	Title:	 	Trustee


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 








			
	 ROAD CARRIERS LOCAL707 PENSION FUND

as a Fund

		
	By:	 	/s/ Kevin McCaffrey
	Name:	 	Kevin McCaffrey
	Title:	 	 Fund Administrator



 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014  







 
			
	Teamsters Joint Council No. 83 of Virginia Pension Fund, as a Fund
		
	By:	 	/s/ Michael M. McCall
	Name:	 	Michael M. McCall
	Title:	 	Executive Director


 Signature Page to Amendment No. l to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







  

			
	 HAWAII TRUCKERS-TEAMSTERS UNION

PENSION FUND

		
	By:	 	/s/ Rohan Kozuma    
	Name:	 	Rohan Kozuma    
	Title:	 	Trustee


 
			
		
	Name:	 	/s/ Ralph Hasegawa
	Name:	 	Ralph Hasegawa
	Title:	 	Trustee


 Signature Page to Amendment No. 1 to Contribution Deferral Agreement 

YRC Inc., USF Holland LLC, New Penn Motor Express, LLC and USF Reddaway LLC 

Second Amended and Restated Contribution Deferral Agreement dated as of January 31, 2014 







 
			
	INTERNATIONAL ASSOCIATION OF MACHINISTS MOTOR CITY PENSION FUND, as a Fund
		
	By:	 	 Michael J. Mills

	Name:	 	MICHAEL J. MILLS
	Title:	 	ATTORNEY


  
 Signature Page to Second Amended and
Restated Contribution Deferral Agreement Fund 







 Schedule to Amendment No. 1 of the Second Amended and Restated Contribution Deferral
Agreement 
 Schedule 2.01 

Deferred Pension Payments, Deferred Interest and Pension Interest Rate 

 

											
	Fund	 	Deferred Pension
Payments as of the First
Amendment Effective
Date	 	 	Deferred Interest as of
the First Amendment
Effective Date	 	 	 Pension Interest Rate

	CENTRAL
PENNSYLVANIA
TEAMSTER PENSION
FUND	 	 	$4,156,089.67	 	 	 	$0	 	 	0.25% plus the rate authorized by 29 U.S.C. Section 1132(g)(2), which is prescribed under Section 6621 of the Internal Revenue Code of 1986.*
	CENTRAL STATES,
SOUTHEAST AND
SOUTHWEST AREAS
PENSION FUND	 	 	$50,735,320.88	 	 	 	$0	 	 	0.25% plus the greater of (i) 7.5% and (ii) 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A.
	EMPLOYER –TEAMSTERS
LOCAL NOS. 175/505
PENSION TRUST FUND	 	 	$85,345.46	 	 	 	$0	 	 	0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A.
	FREIGHT DRIVERS AND
HELPERS LOCAL 557
PENSION FUND	 	 	$558,481.75	 	 	 	$0	 	 	0.25% plus 10%
	HAGERSTOWN MOTOR
CARRIERS AND
TEAMSTERS PENSION
PLAN	 	 	$315,223.07	 	 	 	$0	 	 	0.25% plus 18%

  

	* 	 The rate used shall be for debtors that owe in excess of $100,000.




  
 30 









											
	Fund	 	Deferred Pension
Payments as of the First
Amendment Effective
Date	 	 	Deferred Interest as of
the First Amendment
Effective Date	 	 	 Pension Interest Rate

	HAWAII TRUCKERS-
TEAMSTERS UNION
PENSION FUND	 	 	$26,239.56	 	 	 	$0	 	 	0.25% plus 10%
	I.B of T UNION LOCAL NO.
710 PENSION FUND	 	 	$4,980,545.99	 	 	 	$0	 	 	0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank N.A.
	INTERNATIONAL
ASSOCIATION OF
MACHINISTS MOTOR CITY
PENSION FUND	 	 	$51,114.91	 	 	 	$0	 	 	0.25% plus 7%
	LOCAL 705
INTERNATIONAL
BROTHERHOOD OF
TEAMSTERS PENSION
FUND	 	 	$0	 	 	 	$0	 	 	N/A
	MANAGEMENT LABOR
WELFARE AND PENSION
FUNDS LOCAL 1730, 1L.A.	 	 	$186,865.17	 	 	 	$0	 	 	0.25% plus 8%
	MID-JERSEY TRUCKING
IND. & TEAMSTERS
LOCAL 701 PENSION FUND	 	 	$223,241.14	 	 	 	$0	 	 	0.25% plus 2% plus the prime interest rate established by JPMorgan Chase Bank, N.A.
	NEW ENGLAND
TEAMSTERS & TRUCKING
INDUSTRY PENSION FUND	 	 	$0	 	 	 	$0	 	 	N/A


  
 31 









											
	Fund	 	Deferred Pension
Payments as of the First
Amendment Effective
Date	 	 	Deferred Interest as of
the First Amendment
Effective Date	 	 	 Pension
Interest Rate

	NEW YORK STATE
TEAMSTERS CONFERENCE
PENSION AND
RETIREMENT FUND	 	 	$0	 	 	 	$0	 	 	N/A
	ROAD CARRIERS LOCAL
707 PENSION FUND	 	 	$2,576,307.60	 	 	 	$0	 	 	0.25% plus 10%
	SOUTHWESTERN
PENNSYLVANIA AND
WESTERN MARYLAND
TEAMSTERS &
EMPLOYERS PENSION
FUND	 	 	$18,177.14	 	 	 	$0	 	 	0.25% plus 18%
	SUBURBAN TEAMSTERS
OF IL. PENSION FUND	 	 	$559,561.29	 	 	 	$0	 	 	0.25% plus 12%
	TEAMSTERS JC 83
PENSION FUND	 	 	$351,869.27	 	 	 	$0	 	 	0.25% plus 18%
	TEAMSTERS LOCAL 445
PENSION FUND	 	 	$0	 	 	 	$0	 	 	N/A
	TEAMSTER LOCAL 617
 PENSION FUND
	 	 	$0	 	 	 	$0	 	 	N/A


  
 32 









											
	Fund	 	Deferred Pension
Payments as of the First
Amendment Effective
Date*	 	 	Deferred Interest as of
the First Amendment
Effective Date*	 	 	 Pension
Interest Rate

	TEAMSTER LOCAL 639
EMPLOYER’S PENSION
TRUST	 	 	$0	 	 	 	$0	 	 	N/A
	TEAMSTER LOCAL 641
PENSION FUND	 	 	$1,396,075.77	 	 	 	$0	 	 	0.25% plus 10%
	TEAMSTERS PENSION
TRUST FUND OF
PHILADELPHIA AND
VICINITY	 	 	$954,939.18	 	 	 	$0	 	 	0.25% plus 7.5%
	TRUCKING EMPLOYEES
OF NORTH JERSEY
WELFARE FUND INC. –
PENSION FUND	 	 	$239,692.45	 	 	 	$0	 	 	0.25% plus 10%
	WESTERN CONFERENCE
OF TEAMSTERS PENSION
TRUST	 	 	$7,099,776.11	 	 	 	$0	 	 	7%
	WESTERN CONFERENCE
OF TEAMSTERS
SUPPLEMENTAL BENEFIT
TRUST FUND	 	 	$606,782.99	 	 	 	$0	 	 	7%
	WESTERN
 PENNSYLVANIATEAMSTERS AND
EMPLOYERS PENSION
FUND
	 	 	$0	 	 	 	$0	 	 	N/A
		 	  
	  
	 	 	  
	  
	 	 	
	Total	 	 	$75,121,649.40	 	 	 	$0	 	 	


  
 33