EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT
NO. 2 
 Dated as of September 23, 2015 

to 
 CREDIT AGREEMENT 

Dated as of February 13, 2014 

THIS AMENDMENT NO. 2 (“Amendment”) is made as of September 23, 2015 by and among YRC Worldwide Inc. (the
“Borrower”), the other Guarantors party to the Credit Agreement, the financial institutions listed on the signature pages hereof and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (the
“Administrative Agent”), under that certain Credit Agreement dated as of February 13, 2014 by and among the Borrower, the Guarantors party thereto from time to time, 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. 
 WHEREAS, the Borrower and the Guarantors have requested that the Lenders and the Administrative Agent agree to an amendment to
the Credit Agreement; and 
 WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendment on the terms and
conditions set forth herein; 
 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 Borrower, the Guarantors party hereto, the Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment. 

1. Amendments to Credit Agreement. Effective as of the date of satisfaction or waiver of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) The definition of “Change of
Control” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (b) thereof as follows: 

“(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither
(i) nominated or approved by the board of directors of the Borrower nor (ii) appointed by directors so nominated or approved; or” 

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the
Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Guarantors party hereto, the Required Lenders and the Administrative Agent and (b) the Borrower shall have paid all expenses of the
Administrative Agent (including, without limitation, all previously invoiced, 







 
reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses, in each case to the extent reimbursable under the
terms of the Credit Agreement)) in connection with this Amendment. 
 3. Representations and Warranties of the Borrower. Each of the
Borrower and each of the Guarantors party hereto hereby represents and warrants as follows as of the closing date of this Amendment: 
 (a)
This Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower and the Guarantors and
are enforceable against the Borrower and the Guarantors 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 date hereof, (i) no
Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, as amended 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.

 4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document. 
 (b) Except as specifically
amended above, the Credit 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. 

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

5. Acknowledgements. By executing this Amendment, each of the Loan Parties (a) consents to this Amendment and the performance by
the Borrower and each of the other Loan Parties of their obligations hereunder, (b) acknowledges that notwithstanding the execution and delivery of this Amendment, the obligations of each of the Loan Parties under each of the Collateral
Documents and each of the other Loan Documents to which such Loan Party is a party, are not impaired or affected and each such Collateral Document and each such other Loan 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 Loan Document with respect to all of the Obligations as expanded or amended hereby. 

  
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 6. Governing Law. This Amendment shall be construed in accordance with and governed by the
law of the State of New York. 
 7. 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. 
 8. 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. 
 [Signature Pages Follow] 

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

			
	YRC WORLDWIDE INC.
		
	By:	 	 /s/ Jamie Pierson

	Name:	 	Jamie Pierson
	Title:	 	Executive Vice President and Chief Financial Officer
	
	EXPRESS LANE SERVICE, INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	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/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	ROADWAY REVERSE LOGISTICS, INC.
		
	By:	 	 /s/ Phil J. Gaines

	Name:	 	Phil J. Gaines
	Title:	 	Senior Vice President, Finance



  
 Signature Page to
Amendment No. 2 
 YRC Worldwide Inc. 

Credit Agreement dated as of February 13, 2014 








 
			
	USF BESTWAY INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	USF DUGAN INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	USF GLEN MOORE INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	USF HOLLAND INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	USF REDSTAR LLC
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	USF REDDAWAY INC.
		
	By:	 	 /s/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 2 
 YRC Worldwide Inc. 

Credit Agreement dated as of February 13, 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/ Mark D. Boehmer

	Name:	 	Mark D. Boehmer
	Title:	 	Vice President
	
	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. 2 
 YRC Worldwide Inc. 

Credit Agreement dated as of February 13, 2014 








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as a Lender
		
	By:	 	 /s/ Vipul Dhadda

	Name:	 	Vipul Dhadda
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Whitney Gaston

	Name:	 	Whitney Gaston
	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 2 
 YRC Worldwide Inc. 

Credit Agreement dated as of February 13, 2014 








 
			
	[LENDER – PLEASE INSERT FULL LEGAL NAME IN CAPS AND DELETE BRACKETS PRIOR TO EXECUTION],
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Signature Page to
Amendment No. 2 
 YRC Worldwide Inc. 

Credit Agreement dated as of February 13, 2014