Amendment No. 1 to Amended and Restated Credit Agreement



 Exhibit 10.2.2 
 EXECUTION COPY 
 AMENDMENT NO. 1 

Dated as of February 27, 2012 
 to 
 AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of July 22, 2011 
 THIS AMENDMENT NO. 1 (“Amendment”) is made as of February 27, 2012 by and among YRC Worldwide Inc. (the “Borrower”), the financial institutions listed on the
signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 22, 2011 by and among the
Borrower, 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 has 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 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) Section 5.01(a) of the Credit Agreement is hereby amended to delete the reference to “(without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit)” appearing therein and to replace therefor a reference to “(other than in respect of the auditors’ report delivered in 2012 in respect of the fiscal year ended
December 31, 2011, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit)”. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this
Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent, (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iii) a duly executed amendment in respect of the
ABL Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent and such amendment shall be in full force and effect substantially contemporaneously with this Amendment and (b) the Borrower shall have paid all








 
previously invoiced, reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses) in connection with this
Amendment and the other Loan Documents, in each case to the extent reimbursable under the terms of the Credit Agreement. 
 3.
Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows as of the closing date of this Amendment: 
 (a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower 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 after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be
continuing and (ii) the representations and warranties of the Borrower 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.

 (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. Governing Law. This Amendment shall
be construed in accordance with and governed by the law of the State of New York. 
 6. 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. 
 7. 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] 

  
 2 








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

			
	YRC WORLDWIDE INC., as the Borrower
		
	By:	 	 
	Name:
	Title:


  

			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
		
	By:	 	 
	Name:
	Title:


  

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


 Signature Page to Consent and Reaffirmation to Amendment No. 1 

YRC Worldwide Inc. 

Amended and Restated Credit Agreement dated as of July 22, 2011