Section 11.2. Notices
47
Section 11.3. Ratable Payments
47
Section 11.4. Protection of Ownership Interests of the Purchasers
48
Section 11.5. Confidentiality
48
Section 11.6. Bankruptcy Petition
49
Section 11.7. Limitation of Liability
49
Section 11.8. CHOICE OF LAW
50
Section 11.9. CONSENT TO JURISDICTION
50
Section 11.10. WAIVER OF JURY
TRIAL
50
Section 11.11. Integration; Survival of Terms
50
Section 11.12. Counterparts; Severability
50
Section 11.13. Co-Agent Roles
51
Section 11.14. Characterization
52
EXHIBIT I DEFINITIONS
63
EXHIBIT II CHIEF EXECUTIVE OFFICE OF THE SELLER; LOCATIONS OF RECORDS; FEDERAL
EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL IDENTIFICATION NUMBER
87
EXHIBIT III LOCKBOXES; COLLECTION ACCOUNTS; CONCENTRATION ACCOUNTS; AND
DEPOSITARY ACCOUNTS
88
EXHIBIT IV FORM OF COMPLIANCE CERTIFICATE
89
EXHIBIT V FORM OF LETTER OF CREDIT REQUEST TRANSMITTAL LETTER
90
EXHIBIT VI
CREDIT AND COLLECTION POLICY
92
iv
THIRD AMENDED AND RESTATED RPA
EXHIBIT VII FORM OF INVOICE(S)
93
EXHIBIT VIII-A FORM OF MONTHLY REPORT
94
EXHIBIT VIII-B FORM OF WEEKLY REPORT
95
EXHIBIT IX FORM OF PURCHASE
NOTICE
96
EXHIBIT X FORM OF PERFORMANCE UNDERTAKING
99
SCHEDULE A
CLOSING DOCUMENTS
107
v
THIRD AMENDED AND RESTATED RPA
THIS THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
April 18, 2008 (as amended, restated or otherwise modified from time to time,
this "Agreement"), is by and among:
(a) Yellow Roadway Receivables Funding Corporation, a Delaware corporation
(the "Seller"),
(b) JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA ("JPMorgan
Chase"), SunTrust Bank ("SunTrust"), Wachovia Bank, National Association
("Wachovia"), and ABN AMRO Bank, N.V. ("ABN AMRO"), as Committed Purchasers,
(c) Falcon Asset Securitization Company LLC ("Falcon" or a "Conduit"), Three
Pillars Funding LLC ("Three Pillars" or a "Conduit"), and Amsterdam Funding
Corporation ("Amsterdam" or a "Conduit"),
(d) YRC Assurance Co. Ltd., an exempted company incorporated with limited
liability under the laws of Bermuda, individually ("YRC Assurance") and as agent
for itself (together with its successors and permitted assigns in such capacity,
the "YRCA Agent" or a "Co-Agent"),
(e) JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as agent
for the Falcon Group (together with its successors and permitted assigns in such
capacity, the "Falcon Agent" or a "Co-Agent"), SunTrust Robinson Humphrey, Inc.
("STRH"), as agent for the Three Pillars Group (together with its successors and
permitted assigns in such capacity, the "Three Pillars Agent" or a "Co-Agent"),
Wachovia Bank, National Association, as letter of credit issuer (together with
its successors and permitted assigns in such capacity, the "LC Issuer") and as
agent for the Wachovia Group (together with its successors in such capacity, the
"Wachovia Agent" or a "Co-Agent"), and ABN AMRO Bank, N.V., as agent for the
Amsterdam Group (together with its successors and permitted assigns in such
capacity, the "Amsterdam Agent" or a "Co-Agent"), and
(f) JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA, as
administrative agent for the Groups pursuant to Article IX of this Agreement
(together with its successors and permitted assigns in such capacity, the
"Administrative Agent").
Unless