Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement



 Exhibit 10.1 
 AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES 
 PURCHASE AGREEMENT 
 THIS AMENDMENT (this “Amendment”) is entered into as of December 7, 2007 by and among: 
 (a) Yellow Roadway Receivables Funding Corporation, a Delaware corporation (the “Seller”), 
 (b) JPMorgan Chase Bank, N.A., SunTrust Bank, Wachovia Bank, National Association, and ABN AMRO Bank, N.V. (each of the foregoing a
“Committed Purchaser”), 
 (c) Falcon Asset Securitization Company LLC (f/k/a Falcon Asset
Securitization Corporation), Three Pillars Funding LLC, Variable Funding Capital Company LLC (as assignee of Blue Ridge Asset Funding Corporation), and Amsterdam Funding Corporation (each of the foregoing, a “Conduit”),

 (d) YRC Assurance Co. Ltd., an exempted company incorporated with limited liability under the laws of Bermuda formerly
known as USF Assurance Co. Ltd., individually and as agent for itself (in such latter capacity, a “Co-Agent”), 
 (e) Wachovia Bank, National Association, as letter of credit issuer (the “LC Issuer”); 
 (f) SunTrust Robinson Humphrey, Inc. (f/k/a SunTrust Capital Markets, Inc.), Wachovia Bank, National Association, ABN AMRO Bank, N.A., and JPMorgan Chase Bank, N.A., as “Co-Agents,” and

 (g) JPMorgan Chase Bank, N.A., as administrative agent for the Groups (together with its successors in such capacity, the
“Administrative Agent” and together with the Co-Agents, the “Agents”), 
 with respect to that certain Second
Amended and Restated Receivables Purchase Agreement, dated as of May 24, 2005, among the parties hereto (as heretofore amended, the “Existing RPA”). 
 FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in
the Existing RPA. 







 2. Amendments. 
 2.1 Sections 7.1(h) and 7.1(i) of the Existing RPA are hereby amended and restated in their entirety to read, respectively, as follows: 
 (h) A “Default” or an “Event of Default” under and as defined in the YRCW Credit Agreement, shall occur and be
continuing; provided, however, that any Servicer Default arising under this Section 7.1(h) shall be deemed automatically waived if and to the extent that any “Default” or “Event of Default” under the
YRCW Credit Agreement is waived in accordance with the terms thereof. 
 (i) Any Trigger Event shall occur. 
 2.2 The definitions of “Level I Trigger Event,” “Level II Trigger Event” and “Yellow Roadway Credit
Agreement” in Exhibit I to the Existing RPA are hereby deleted in their entirety. 
 2.3 Each of the following new definitions
is hereby inserted in Exhibit I to the Existing RPA in its appropriate alphabetical order: 
 “Trigger
Event” means the failure of YRC Worldwide Inc. to maintain, as of the end of any Test Period (as defined in the YRCW Credit Agreement), (a) a Total Leverage Ratio (as defined in the YRCW Credit Agreement) that is less than or equal
to 3.50:1 or (b) a Consolidated Interest Coverage Ratio (as defined in the YRCW Credit Agreement) that is greater than or equal to 2.00:1. 
 “YRCW Credit Agreement” means that certain Credit Agreement dated as of August 17, 2007 among YRC Worldwide Inc., certain of its Canadian and United Kingdom Affiliates, the lenders party
thereto, JPMorgan Chase Bank, National Association, Toronto Branch, as Canadian Agent, J.P. Morgan Europe Limited, as UK Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent thereunder, as amended, modified or replaced from time to time.

 2.4. Each of the following definitions in Exhibit I to the Existing RPA is hereby amended and restated in its entirety to read,
respectively, as follows: 
 “Applicable Margin” means the applicable rate per annum set forth under
the caption “Eurocurrency Spread for Eurocurrency Revolving Loans” plus that set forth under the caption “Utilization Increase” in the definition of “Applicable Rate” (as defined in the YRCW Credit Agreement).

 “Concentration Limit” means: 
 (a) for any Obligor and its Affiliates considered as if they were one and the same Obligor, an amount equal to (i) 3.00%, multiplied
by (ii) the aggregate Outstanding Balance of all Eligible Receivables at such time; and 
 (b) at any time, for all
Government Receivables, 5% of the aggregate Outstanding Balance of all Eligible Receivables at such time; 
 provided, however,
that the Administrative Agent may from time to time designate other amounts (each, a “Special Concentration Limit”) for any Obligor or class of 

  

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Receivables, it being understood and agreed that any of the Agents may, upon not less than three Business Days’ notice to the Seller and the other
Agents, cancel any Special Concentration Limit. 
 2.5 Clause (ii) of the definition of “Eligible Receivable” in
Exhibit I to the Existing RPA is hereby amended and restated in its entirety to read as follows: 
 (ii) a Receivable
(A) as to which no payment, or part thereof, remains unpaid for 120 days or more from the original invoice date, (B) which does not represent Deferred Revenue, and (C) is not a Defaulted Receivable, 
 3. Representations and Warranties. In order to induce the other parties to enter into this Amendment, the Seller hereby represents and warrants to
the Agents, the LC Issuer and the Purchasers that after giving effect to the amendments contained in Section 2 above, (a) no Servicer Default or Potential Servicer Default exists and is continuing as of the Effective Date (as defined in
Section 4 below), and (b) each of the Seller’s representations and warranties contained in Section 3.1 of the Existing RPA is true and correct as of the Effective Date. 
 4. Effective Date. This Amendment shall become effective as of the date first above written (the “Effective Date”) when
the Administrative Agent has received counterparts of this Amendment, duly executed by each of the parties hereto. 
 5. Ratification.
The Existing RPA, as modified hereby, is hereby ratified, approved and confirmed in all respects. 
 6. Reference to Agreement. From
and after the Effective Date hereof, each reference in the Existing RPA to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to either of the Existing RPA in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Existing RPA, as modified by this Amendment. 
 7. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by the Agents in connection with the
preparation, execution and enforcement of this Amendment. 
 8. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). 
 9.
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
 <signature pages follow> 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date hereof. 
  

			
	YELLOW ROADWAY RECEIVABLES FUNDING CORPORATION
		
	By:	 	 /s/ Todd M. Hacker

	Name:	 	Todd M. Hacker
	Title:	 	President
	
	YRC ASSURANCE CO. LTD., AS AN UNCOMMITTED PURCHASER AND AS YRCA
AGENT
		
	By:	 	 /s/ Brenda Stasiulis

	Name:	 	Brenda Stasiulis
	Title:	 	Financial Officer
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, AS A COMMITTED PURCHASER, AS LC ISSUER
AND AS VFCC AGENT
		
	By:	 	 /s/ Eero H. Maki

	Name:	 	Eero H. Maki
	Title:	 	Director
	
	VARIABLE FUNDING CAPITAL COMPANY LLC
		
	BY:	 	WACHOVIA CAPITAL MARKETS, LLC, ITS
ATTORNEY-IN-FACT
		
	By:	 	 /s/ Haojin Wu

	Name:	 	Haojin Wu
	Title:	 	Vice President
	
	SUNTRUST ROBINSON HUMPHREY, INC., AS THREE PILLARS AGENT
		
	By:	 	 /s/ Michael G. Maza

	Name:	 	Michael G. Maza
	Title:	 	Managing Director
	
	SUNTRUST BANK, AS A COMMITTED PURCHASER
		
	By:	 	 /s/ William H. Crawford

	Name:	 	William H. Crawford
	Title:	 	Director


  

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	THREE PILLARS FUNDING LLC
		
	By:	 	 /s/ Doris J. Hearn

	Name:	 	Doris J. Hearn
	Title:	 	Vice President
	
	ABN AMRO BANK N.V., AS A COMMITTED PURCHASER AND AS AMSTERDAM
AGENT
		
	By:	 	 /s/ David J. Donofrio

	Name:	 	David J. Donofrio
	Title:	 	Director
		
	By:	 	 /s/ Christopher M. Burke

	Name:	 	Christopher M. Burke
	Title:	 	Vice President
	
	AMSTERDAM FUNDING CORPORATION
		
	By:	 	 /s/ Jill A. Gordon

	Name:	 	Jill A. Gordon
	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A., AS A COMMITTED PURCHASER, AS FALCON AGENT
AND AS ADMINISTRATIVE AGENT
		
	By:	 	 /s/ Sherri Gerner

	Name:	 	Sherri Gerner
	Title:	 	Executive Director
	
	FALCON ASSET SECURITIZATION COMPANY LLC
	
	BY: JPMORGAN CHASE BANK, N.A., ITS
ATTORNEY-IN-FACT
		
	By:	 	 /s/ Sherri Gerner

	Name:	 	Sherri Gerner
	Title:	 	Executive Director


  

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