Common use of Amendment and Restatement Effective Date Clause in Contracts

Amendment and Restatement Effective Date. The amendment and restatement of the Existing Credit Agreement provided for hereby and the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 10.02): (a) This Agreement. Counterparts of this Agreement signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving Lenders under (and as defined in) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page of this Agreement or the relevant Lender Addendum from any Lender as provided below); provided that (i) each Tranche B Term Loan Lender and each Revolving Lender which executes and delivers a Lender Addendum in the respective form required hereby shall be deemed to execute this Agreement, (ii) Tranche B Term Loan Lender Addenda (or signed signature pages of this Agreement) shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments in an aggregate amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 (and each such Revolving Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iv) the Revolving Lenders which shall execute (or be deemed to execute) this Agreement hereby agree to waive all requirements under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (and as defined in) the Existing Credit Agreement as of the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments of the Revolving Lenders shall be the respective amounts for the Revolving Lenders as set forth in Schedule 1.01(a) (and, without limiting the foregoing, the Revolving Commitment of Xxxxxx Commercial Paper Inc. under the Existing Credit Agreement shall terminate in full in accordance with Section 10.16).

Amendment and Restatement Effective Date. The amendment and restatement agreement of the Existing Credit Agreement provided for hereby Funds to continue to allow deferral of the Deferred Pension Payments and the obligations of Deferred Interest hereunder to such dates specified in Article II and to amend and restate the Lenders to make Loans Amended and of the Issuing Lender to issue Letters of Credit hereunder Restated Contribution Deferral Agreement as set forth herein shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions is satisfied (or such condition shall have been waived in accordance with Section 10.02waived): (a) This Agreement. Counterparts The Agent (or its counsel) and CS Pension Fund (or its counsel) shall have received from each Primary Obligor and, if applicable, each Guarantor, (i) counterparts executed by each such Party of this Agreement signed on behalf of each ObligorAgreement, the Issuing LenderReaffirmation (to the extent any such Guarantor has executed a currently existing Mortgage in favor of the Agent as of such date) and, to the Swing Line Lender, the Administrative Agentextent reasonably required by CS Pension Fund, each Tranche B Term Loan Lender, amendment to Mortgage with respect to the Tranche B-1 Term Loan Lender, First Priority Collateral in the Required Revolving Lenders under form pursuant to Exhibit D-2 or (and as defined inii) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence satisfactory to the Administrative Agent, Agent and the CS Pension Fund (which may include telecopy or other electronic transmission of, as applicable, of a signed signature page page) that such party has signed a counterpart of this Agreement or Agreement, the relevant Lender Addendum from any Lender as provided below); provided that Reaffirmation and each such amendment to Mortgage. (b) [reserved.] (c) Substantially contemporaneously, at least 90% of the aggregate principal amount outstanding under the 10% Series A Convertible Senior Secured Notes Indenture and the 10% Series B Convertible Senior Secured Notes Indenture shall have been (i) each Tranche B Term Loan Lender repaid, defeased or otherwise discharged with the net cash proceeds from the issuance of equity interests by the Parent (or net cash proceed sufficient to do so shall have been set aside for such purpose) and/or (ii) exchanged or converted into equity interests issued by the Parent. (d) Substantially contemporaneously, (i) the International Brotherhood of Teamsters shall ratify the Amended CBA and each Revolving Lender which executes (ii) the Amended CBA shall become effective. (i) The Agent (and delivers a Lender Addendum its counsel) shall have received payment for all invoiced fees and reasonable out-of-pocket expenses earned, due and payable on or before the Effective Date pursuant to Section 10.01 hereof, and (ii) the Funds shall have received payment for all invoiced reasonable out-of-pocket expenses due and payable on or prior to the Effective Date in accordance with Section 10.01 hereof and all Identified Audit Adjustments. (f) The Agent and the CS Pension Fund shall have received such documents and certificates to the satisfaction of the CS Pension Fund and as further described in the respective form required hereby list of closing documents attached as Exhibit E. (g) No Default or Event of Default shall have occurred and be continuing under the Amended and Restated Contribution Deferral Agreement. (h) The Effective Date shall have occurred on or before January 31, 2014. Unless and until the foregoing conditions precedent are satisfied (or waived), the Amended and Restated Contribution Deferral Agreement shall remain in full force and effect, and the Agent and the Funds shall be entitled to all rights, benefits and remedies thereunder and under the other Fund Documents and applicable law. Each Fund, by delivering its signature page to this Agreement shall be deemed to have acknowledged receipt of, and consented to and approved, each document, agreement, instrument, or certificate required to be approved by such Fund on the Effective Date and authorized and directed the Agent to execute this Agreement, (ii) Tranche B Term Loan Lender Addenda (or signed signature pages of this Agreement) shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments in an aggregate amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 (and each such Revolving Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iv) the Revolving Lenders which shall execute (or be deemed to execute) this Agreement hereby agree to waive all requirements under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (and as defined in) the Existing Credit Agreement as of the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments of the Revolving Lenders shall be the respective amounts for the Revolving Lenders as set forth in Schedule 1.01(a) (and, without limiting the foregoing, the Revolving Commitment of Xxxxxx Commercial Paper Inc. under the Existing Credit Agreement shall terminate in full in accordance with Section 10.16).

Amendment and Restatement Effective Date. The amendment and restatement agreement of the Existing Credit Agreement provided for hereby Funds to continue to allow deferral of the Deferred Pension Payments and the obligations of Deferred Interest hereunder to such dates specified in Article II and to amend and restate the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder Original Contribution Deferral Agreement as set forth herein shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions is satisfied (or such condition shall have been waived in accordance with Section 10.02waived): (a) This Agreement. Counterparts The Agent (or its counsel) and the CS Pension Fund (or its counsel) shall have received from each Primary Obligor and, if applicable, each Guarantor, (i) the Intercreditor Agreement executed by each party thereto and the Reaffirmation (to the extent any such Guarantor has executed a currently existing Mortgage in favor of this Agreement the Agent as of such date) and, to the extent reasonably required by Agent, each amended and restated Mortgage with respect to the First Priority Collateral in the form pursuant to Exhibit E-1 and each amended and restated Mortgage with respect to the Third Priority Collateral in the form pursuant to Exhibit E-2, signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving Lenders under such party or (and as defined inii) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence satisfactory to the Administrative Agent, Agent and the CS Pension Fund (which may include telecopy or other electronic transmission of, as applicable, of a signed signature page page) that such party has signed a counterpart of this Agreement the Intercreditor Agreement, the Reaffirmation and each such amended and restated Mortgage. (b) The Agent and CS Pension Fund (or the relevant Lender Addendum from any Lender as provided below); provided that their respective counsel) shall have received, (i) with respect to the amended and restated Mortgage for each Tranche B Term Loan Lender and each Revolving Lender which executes and delivers real property constituting First Priority Collateral, a Lender Addendum date down or similar endorsement to the existing ALTA mortgagee title insurance policy related to the currently existing Mortgage, or in the respective event a date down or similar endorsement is not available, a new ALTA mortgagee title insurance policy (which, in either case, may be in the form required hereby shall be deemed of a xxxx-up of a title commitment or endorsement executed an otherwise binding by and upon the applicable title insurance company, so long as the final and clean copy of such endorsement is delivered to execute this Agreementthe Agent within a reasonable time thereafter) issued by Chicago Title Insurance Company or other title insurance company reasonably approved by CS Pension Fund, and (ii) Tranche B Term Loan Lender Addenda with respect to the amended and restated Mortgage for each real property constituting Third Priority Collateral, a date down or similar endorsement to the existing ALTA mortgagee title insurance policy related to the currently existing Mortgage, or in the event a date down or similar endorsement is not available, a new ALTA mortgagee title insurance policy (which, in either case, may be in the form of a xxxx-up of a title commitment or endorsement executed an otherwise binding by and upon the applicable title insurance company, so long as the final and clean copy of such endorsement is delivered to the Agent within a reasonable time thereafter) issued by Chicago Title Insurance Company or other title insurance company reasonably approved by CS Pension Fund. (c) The Agent (or signed signature pages its counsel) and CS Pension Fund (or its counsel) shall have received evidence reasonably satisfactory to the CS Pension Fund that the conditions precedent to the effectiveness of each of the Convertible Facilities and the Senior Credit Facility (other than any condition as to effectiveness of this Agreement) have been satisfied (or waived) under such agreement. (d) The Parent and/or its subsidiaries shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments obtained a new asset based loan facility in an aggregate commitment amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 275 million with a minimum availability on the Effective Date of not less than $40 million (net of refinancing of the ABS Facility (as defined below) and each such Revolving Lender Addenda shall have been accepted by any reserves), on market terms and conditions reasonably acceptable to the Borrower Parent and the Administrative Agent)Majority Funds, (iv) the Revolving Lenders proceeds of which shall execute (or be deemed used in part to execute) this Agreement hereby agree to waive refinance all requirements outstanding claims under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (that certain Third Amended and as defined in) the Existing Credit Agreement Restated Receivables Purchase Agreement, dated as of April 18, 2008, by and among Yellow Roadway Receivables Funding Corporation, Parent, JPMorgan Chase Bank, N.A., SunTrust Bank, Xxxxx Fargo Bank, N.A. and The Royal Bank of Scotland plc (as amended, restated, supplemented or otherwise modified prior to the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments “ABS Facility”). (e) $70 million in 6% Senior Notes shall remain outstanding on their present terms (or other terms satisfactory to the Majority Funds) after giving effect to the Restructuring. (f) The Restructuring shall be substantially concurrently consummated substantially on terms set forth in the Senior Credit Facility attached hereto as Exhibit F-1, the 10% Series A Convertible Senior Secured Notes Indenture attached hereto as Exhibit F-2, the 10% Series B Convertible Senior Secured Notes Indenture attached hereto as Exhibit F-3 and other documentation, including without limitation, the Intercreditor Agreement and various collateral documents reasonably acceptable to the Obligors and the Majority Funds; provided, that prior to the Effective Date (i) the Majority Funds must consent to any material modification to the terms of the Revolving Lenders shall be Senior Credit Facility, the respective amounts for 10% Series A Convertible Senior Secured Notes Indenture, the Revolving Lenders 10% Series B Convertible Senior Secured Notes Indenture, each as set forth on the aforenamed Exhibits hereto (it being understood that any amendment or modification to the economic terms, including principal amount, amortization, prepayments, interest, fees, and maturity of the Senior Credit Facility, the 10% Series A Convertible Senior Secured Notes or the 10% Series B Convertible Senior Secured Notes shall be deemed material) and (ii) solely to the extent the terms and conditions of the Intercreditor Agreement disproportionately and adversely affect the rights of any Fund in Schedule 1.01(arelation to the other Funds, the Supermajority Funds must consent to such terms and conditions of the Intercreditor Agreement. (g) (andi) The Agent shall have received payment for all invoiced fees and reasonable out-of-pocket expenses earned, without limiting due and payable on or before the foregoingEffective Date pursuant to Section 11.01 hereof, and (ii) the Revolving Commitment of Xxxxxx Commercial Paper Inc. under Funds shall have received payment for all invoiced reasonable out-of-pocket expenses due and payable on or prior to the Existing Credit Agreement shall terminate in full Effective Date in accordance with Section 10.1611.01 hereof. (h) The Agent and the CS Pension Fund shall have received such documents and certificates to the satisfaction of the CS Pension Fund and as further described in the list of closing documents attached as Exhibit G. (i) No Default or Event of Default shall have occurred and be continuing under the Original Contribution Deferral Agreement. (j) On or before June 30, 2011, unless otherwise agreed with the applicable trustees of each Fund in form and substance acceptable to the Obligors and such Fund, including the terms and conditions set forth below, the Obligors shall either: (i) reenter each Fund as a paying employer and pay to such Fund in accordance with the terms of the Amended CBA or (ii) if making such payments is prohibited by applicable law, then pending the earlier to occur of the adoption of legislation or regulatory approval which would permit such Fund to accept the payments or such time as the payments are no longer prohibited, each applicable Obligor shall make payments in accordance with Section 2.05. (k) The Effective Date shall have occurred on or before July 22, 2011. Unless and until the foregoing conditions precedent are satisfied (or waived), the Original Contribution Deferral Agreement shall remain in full force and effect, and the Agent and the Funds shall be entitled to all rights, benefits and remedies thereunder and under the other Fund Documents and applicable law.

Amendment and Restatement Effective Date. The amendment This Amendment and restatement Restatement Agreement shall become effective as of the Existing Credit Agreement provided for hereby first date (the “Amendment and the obligations Restatement Effective Date”) on which each of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder following conditions shall not become effective until the date on which have been satisfied: (a) the Administrative Agent shall have received this Amendment and Restatement Agreement, executed and delivered by the Administrative Agent, each Loan Party, each Tranche B Term Lender, each Revolving Lender and each Issuing Bank listed on Schedule 2.01 of the following documents, each of which shall Amended Credit Agreement; (b) all fees and expenses required to be satisfactory paid by (or on behalf of) the Borrower to the Administrative Agent or any arranger pursuant to any fee letter with the Borrower on or before the Amendment and Restatement Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent specified belowinvoiced at least three Business Days prior to the Amendment and Restatement Effective Date or such shorter period agreed by the Borrower in its sole discretion); (c) the representations and warranties of each Loan Party set forth herein and in the Loan Documents shall be true and correct in all material respects on and as of the Amendment and Restatement Effective Date; provided that, to each Lenderthe extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the Amendment and Restatement Amendment Effective Date or on such earlier date, as the case may be; (d) at the time of and immediately after giving effect to this Amendment and Restatement Agreement, no Default or Event of Default shall have occurred and be continuing; (e) the Administrative Agent shall have received a certificate, dated the Amendment and Restatement Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (c) and (d) of this Section 5; (f) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of Xxxxxxx Xxxx & Xxxxxxxxx LLP, special New York counsel for the Loan Parties (i) dated as of the Amendment and Restatement Effective Date and (ii) in form and substance (or such condition shall have been waived in accordance with Section 10.02): (a) This Agreement. Counterparts of this Agreement signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving Lenders under (and as defined in) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence reasonably satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, ; (g) the Administrative Agent shall have received a signed signature page copy of this Agreement or the relevant Lender Addendum from any Lender as provided below); provided that (i) organizational document of each Tranche B Term Loan Lender Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the responsible officers of each Revolving Lender Loan Party executing the Loan Documents to which executes it is a party, (iii) copies of resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Loan Party approving and delivers authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Amendment and Restatement Effective Date by a secretary, an assistant secretary or a responsible officer of such Loan Party as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept, or an analogous concept, exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (h) the Administrative Agent shall have received at least three Business Days prior to the Amendment and Restatement Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been requested at least ten days prior to the Amendment and Restatement Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and a Lender Addendum has requested in a written notice to the respective form required hereby Borrower at least 10 days prior to the Amendment and Restatement Effective Date a Beneficial Ownership Certification in relation to the Borrower, such Lender shall have received such Beneficial Ownership Certification with respect to the Borrower at least three Business Days prior to the Amendment and Restatement Effective Date (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment and Restatement Agreement, the conditions set forth in this clause (h) shall be deemed to execute this be satisfied); (i) the Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the form of Exhibit L to the Amended Credit Agreement attached hereto, certifying as to the solvency of Holdings and its Restricted Subsidiaries on a consolidated basis as of the Amendment and Restatement Effective Date; (j) the Borrower shall have delivered to the Administrative Agent the notice required by Section 2.03 of the Amended Credit Agreement, ; (iik) Tranche B Term Loan Lender Addenda (or signed signature pages of this Agreement) the Refinancing shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments in an aggregate amount of $330,000,000 (consummated on the Amendment and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 (and each such Revolving Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iv) the Revolving Lenders which shall execute (or be deemed to execute) this Agreement hereby agree to waive all requirements under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (and as defined in) the Existing Credit Agreement as of the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date; (l) the Administrative Agent shall have received the Amended and Restated Collateral Agreement, executed and delivered by the Revolving Commitments of Administrative Agent and each Loan Party; and (m) the Revolving Lenders Administrative Agent shall be have received the respective amounts for Amended and Restated Guarantee Agreement, executed and delivered by the Revolving Lenders as set forth in Schedule 1.01(a) (and, without limiting the foregoing, the Revolving Commitment of Xxxxxx Commercial Paper Inc. under the Existing Credit Agreement shall terminate in full in accordance with Section 10.16)Administrative Agent and each Loan Party.

Amendment and Restatement Effective Date. The amendment and restatement of the Existing Credit Agreement provided for hereby shall be amended and restated in the obligations form of this Agreement with effect from the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective until the first date on which the Administrative Agent following conditions precedent are satisfied: (a) All governmental and third party consents and approvals necessary in connection with the entry by the Borrower into the transactions contemplated by this Agreement and the other Loan Documents shall have received each of the following documents, each of which been obtained and shall be satisfactory to the Administrative Agent remain in effect (and to the extent specified below, to each Lender) evidence thereof in form and substance (or such condition shall have been waived in accordance with Section 10.02): (a) This Agreement. Counterparts of this Agreement signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving Lenders under (and as defined in) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence reasonably satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page of this Agreement or the relevant Lender Addendum shall be delivered from any Lender as provided belowGovernmental Authority); provided that (i) each Tranche B Term Loan Lender , and each Revolving Lender which executes and delivers a Lender Addendum no law or regulation shall be applicable in the respective form required hereby shall be deemed to execute this Agreement, (ii) Tranche B Term Loan Lender Addenda (or signed signature pages of this Agreement) shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments in an aggregate amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 (and each such Revolving Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iv) the Revolving Lenders which shall execute (or be deemed to execute) this Agreement hereby agree to waive all requirements under the Existing Credit Agreement with respect to prior notice (or minimum amount) reasonable judgment of the prepayments of Loans under Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (b) On the Amendment and as defined in) the Existing Credit Agreement as of the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments following statements shall be true and the Lender shall have received certificates signed by duly authorized officers of the Revolving Lenders Borrower, dated the Amendment and Restatement Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 and in each other Loan Document are true and correct in all material respects on and as of the Amendment and Restatement Effective Date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representation and warranties shall have been true and correct in all material respects on such earlier date; (ii) other than the Ontario Litigation, there shall exist no Adverse Proceeding that could be reasonably likely to have a Material Adverse Effect; and (iii) no event has occurred and is continuing, or would result from any Borrowing or from the respective amounts application of the proceeds therefrom, that constitutes or would constitute a Default. (c) The Lender shall have received on or before the Amendment and Restatement Effective Date the following, each dated such day, in form and substance satisfactory to the Lender: (i) a copy of this Agreement and the Security and Guaranty Confirmation duly executed by the parties thereto and any other document relating to any asset which is the subject of the Pledge and Collateral Account Control Agreement as the Lender requires in writing; (ii) the Constituent Documents of the Borrower and the Guarantor as in effect on the Amendment and Restatement Effective Date; (iii) all documents evidencing necessary corporate action (including certified copies of resolutions and delegations of signing authority) and governmental approvals, if any, with respect to this Agreement and the other Loan Documents to which the Borrower and the Guarantor is a party; (iv) certificates of an authorized officer or attorney-in fact of the Borrower and the Guarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Agreement and the Security and Guaranty Confirmation (to the extent they are respectively a party) and the other documents to be delivered hereunder; (v) a letter from the Process Agent indicating its acceptance of the appointment by the Borrower and by the Guarantor under this Agreement and the Security and Guaranty Confirmation (to the extent they are respectively a party); (vi) favorable opinions of Torys LLP, Canadian and special New York counsel for the Revolving Lenders Borrower and the Guarantor. (d) The Borrower shall have notified the Lender in writing as set forth in Schedule 1.01(ato the proposed Amendment and Restatement Effective Date. (e) All documentation and other information required by the Lender under applicable "know your customer" and anti-money laundering rules, regulations and policies, requested (and, without limiting at least five (5) Business Days prior to the foregoing, Amendment and Restatement Effective Date) by the Revolving Commitment of Xxxxxx Commercial Paper Inc. under Lender shall have been received by the Existing Credit Agreement shall terminate in full in accordance with Section 10.16)Lender.

Amendment and Restatement Effective Date. The amendment and restatement agreement of the Existing Credit Agreement provided for hereby Funds to continue to allow deferral of the Deferred Pension Payments and the obligations of Deferred Interest hereunder to such dates specified in Article II and to amend and restate the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder Original Contribution Deferral Agreement as set forth herein shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance conditions is satisfied (or such condition shall have been waived in accordance with Section 10.02waived): (a) This Agreement. Counterparts The Agent (or its counsel) and the CS Pension Fund (or its counsel) shall have received from each Primary Obligor and, if applicable, each Guarantor, (i) the Intercreditor Agreement executed by each party thereto and the Reaffirmation (to the extent any such Guarantor has executed a currently existing Mortgage in favor of this Agreement the Agent as of such date) and, to the extent reasonably required by Agent, each amended and restated Mortgage with respect to the First Priority Collateral in the form pursuant to Exhibit E-1 and each amended and restated Mortgage with respect to the Third Priority Collateral in the form pursuant to Exhibit E-2, signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving Lenders under such party or (and as defined inii) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence satisfactory to the Administrative Agent, Agent and the CS Pension Fund (which may include telecopy or other electronic transmission of, as applicable, of a signed signature page page) that such party has signed a counterpart of this Agreement the Intercreditor Agreement, the Reaffirmation and each such amended and restated Mortgage. (b) The Agent and CS Pension Fund (or the relevant Lender Addendum from any Lender as provided below); provided that their respective counsel) shall have received, (i) with respect to the amended and restated Mortgage for each Tranche B Term Loan Lender and each Revolving Lender which executes and delivers real property constituting First Priority Collateral, a Lender Addendum date down or similar endorsement to the existing ALTA mortgagee title insurance policy related to the currently existing Mortgage, or in the respective event a date down or similar endorsement is not available, a new ALTA mortgagee title insurance policy (which, in either case, may be in the form required hereby shall be deemed of a xxxx-up of a title commitment or endorsement executed an otherwise binding by and upon the applicable title insurance company, so long as the final and clean copy of such endorsement is delivered to execute this Agreementthe Agent within a reasonable time thereafter) issued by Chicago Title Insurance Company or other title insurance company reasonably approved by CS Pension Fund, and (ii) Tranche B Term Loan Lender Addenda with respect to the amended and restated Mortgage for each real property constituting Third Priority Collateral, a date down or similar endorsement to the existing ALTA mortgagee title insurance policy related to the currently existing Mortgage, or in the event a date down or similar endorsement is not available, a new ALTA mortgagee title insurance policy (which, in either case, may be in the form of a xxxx-up of a title commitment or endorsement executed an otherwise binding by and upon the applicable title insurance company, so long as the final and clean copy of such endorsement is delivered to the Agent within a reasonable time thereafter) issued by Chicago Title Insurance Company or other title insurance company reasonably approved by CS Pension Fund. (c) The Agent (or signed signature pages its counsel) and CS Pension Fund (or its counsel) shall have received evidence reasonably satisfactory to the CS Pension Fund that the conditions precedent to the effectiveness of each of the Convertible Facilities and the Senior Credit Facility (other than any condition as to effectiveness of this Agreement) have been satisfied (or waived) under such agreement. (d) The Parent and/or its subsidiaries shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments obtained a new asset based loan facility in an aggregate commitment amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 275 million with a minimum availability on the Effective Date of not less than $40 million (net of refinancing of the ABS Facility (as defined below) and each such Revolving Lender Addenda shall have been accepted by any reserves), on market terms and conditions reasonably acceptable to the Borrower Parent and the Administrative Agent)Majority Funds, (iv) the Revolving Lenders proceeds of which shall execute (or be deemed used in part to execute) this Agreement hereby agree to waive refinance all requirements outstanding claims under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (that certain Third Amended and as defined in) the Existing Credit Agreement Restated Receivables Purchase Agreement, dated as of April 18, 2008, by and among Yellow Roadway Receivables Funding Corporation, Parent, JPMorgan Chase Bank, N.A., SunTrust Bank, Xxxxx Fargo Bank, N.A. and The Royal Bank of Scotland plc (as amended, restated, supplemented or otherwise modified prior to the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments “ABS Facility”). (e) $70 million in 6% Senior Notes shall remain outstanding on their present terms (or other terms satisfactory to the Majority Funds) after giving effect to the Restructuring. (f) The Restructuring shall be substantially concurrently consummated substantially on terms set forth in the Senior Credit Facility attached hereto as Exhibit F-1, the 10% Series A Convertible Senior Secured Notes Indenture attached hereto as Exhibit F-2, the 10% Series B Convertible Senior Secured Notes Indenture attached hereto as Exhibit F-3 and other documentation, including without limitation, the Intercreditor Agreement and various collateral documents reasonably acceptable to the Obligors and the Majority Funds; provided, that prior to the Effective Date (i) the Majority Funds must consent to any material modification to the terms of the Revolving Lenders shall be Senior Credit Facility, the respective amounts for 10% Series A Convertible Senior Secured Notes Indenture, the Revolving Lenders 10% Series B Convertible Senior Secured Notes Indenture, each as set forth in Schedule 1.01(a) on the aforenamed Exhibits hereto (andit being understood that any amendment or modification to the economic terms, without limiting including principal amount, amortization, prepayments, interest, fees, and maturity of the foregoingSenior Credit Facility, the Revolving Commitment 10% Series A Convertible Senior Secured Notes or the 10% Series B Convertible Senior Secured Notes shall be deemed material) and (ii) solely to the extent the terms and conditions of Xxxxxx Commercial Paper Inc. under the Existing Credit Intercreditor Agreement disproportionately and adversely affect the rights of any Fund in relation to the other Funds, the Supermajority Funds must consent to such terms and conditions of the Intercreditor Agreement. (i) The Agent shall terminate in full have received payment for all invoiced fees and reasonable out-of-pocket expenses earned, due and payable on or before the Effective Date pursuant to Section 11.01 hereof, and (ii) the Funds shall have received payment for all invoiced reasonable out-of-pocket expenses due and payable on or prior to the Effective Date in accordance with Section 10.1611.01 hereof. (h) The Agent and the CS Pension Fund shall have received such documents and certificates to the satisfaction of the CS Pension Fund and as further described in the list of closing documents attached as Exhibit G. (i) No Default or Event of Default shall have occurred and be continuing under the Original Contribution Deferral Agreement. (j) On or before June 30, 2011, unless otherwise agreed with the applicable trustees of each Fund in form and substance acceptable to the Obligors and such Fund, including the terms and conditions set forth below, the Obligors shall either: (i) reenter each Fund as a paying employer and pay to such Fund in accordance with the terms of the Amended CBA or (ii) if making such payments is prohibited by applicable law, then pending the earlier to occur of the adoption of legislation or regulatory approval which would permit such Fund to accept the payments or such time as the payments are no longer prohibited, each applicable Obligor shall make payments in accordance with Section 2.05. (k) The Effective Date shall have occurred on or before July 22, 2011. Unless and until the foregoing conditions precedent are satisfied (or waived), the Original Contribution Deferral Agreement shall remain in full force and effect, and the Agent and the Funds shall be entitled to all rights, benefits and remedies thereunder and under the other Fund Documents and applicable law.

Amendment and Restatement Effective Date. The amendment and restatement This Agreement shall become effective as of the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Co-Administrative Agent (or its counsel) shall have received from each of the Borrower, the Required Lenders, each Tranche C Term Lender and the Co-Administrative Agent either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Co-Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Co-Administrative Agent shall have received a favorable written opinion (addressed to the Co-Administrative Agent and the Lenders and dated the Amendment and Restatement Effective Date) of Thompson Hine LLP, counsel for the Borrower, and other local counsel fxx Xorrower or any Subsidiary, substantially in the form of Schedule 4.01(b), and covering such other matters relating to the Borrower, the Grantors, this Agreement and the other Loan Documents and the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Co-Administrative Agent shall have received such documents and certificates as the Co-Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Grantors referred to in Section 4.01(f), the authorization of the Transactions and any other legal matters relating to the Borrower, such Grantors, this Agreement and the other Loan Documents and the Transactions, all in form and substance satisfactory to the Co-Administrative Agent and its counsel. (d) The Co-Administrative Agent shall have received a certificate, dated the Amendment and Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent, Book Manager, Lead Arranger, Co-Administrative Agent and each Lender shall have received all fees and other amounts due and payable on or prior to the Amendment and Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Co-Administrative Agent shall have received (i) an Amendment to the Guarantee and Collateral Agreement, substantially in the form of Schedule 4.01(f)A, executed and delivered by each Grantor, the Co-Administrative Agent and the Required Noteholders (as defined in the Guarantee and Collateral Agreement), and (ii) an Assumption Agreement, in the form of Annex 1 to the Guarantee and Collateral Agreement, executed and delivered by NTB. (g) The Collateral Agent shall have received from the relevant Grantor an amendment to the Mortgage to which such Grantor is a party (the "Mortgage Amendment"), which amendment shall have been signed on behalf of such Grantor and shall be in form and substance satisfactory to the Collateral Agent. (h) The NTB Acquisition shall have been consummated in accordance with applicable law and the terms set forth in the NTB Acquisition Documentation. No provisions of the NTB Acquisition Documentation shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower or the Lenders without approval of the Lenders. (i) The amendments referred to in the definitions of "Existing Credit Agreement provided for Note Agreement" and "Additional Note Agreement" shall be effective, in each case on satisfactory terms and conditions (collectively, the "Prudential Consents"), and the Borrower shall have received at least $120,000,000 in gross cash proceeds from the NTB Sale and Leaseback. (j) All governmental and material third party approvals necessary in connection with the NTB Acquisition, the financing contemplated hereby and the continuing operations of the Borrower and its subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the NTB Acquisition or the financing thereof. (k) The Collateral Agent shall have received satisfactory insurance certificates with respect to all required insurance. (l) The Co-Administrative Agent shall have received (i) copies of the Phase I environmental assessments completed in 2003 with respect to the real properties that are part of the NTB Sale and Leaseback and (ii) copies of all other existing Phase I environmental assessments received by the Borrower in respect of the real properties that are part of the NTB Acquisition. (m) The Co-Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of NTB are located, and such search shall reveal no liens on any of the assets of NTB except for liens permitted by Section 6.02 or discharged on or prior to the Amendment and Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent. (n) The Collateral Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (ii) each promissory note (if any) pledged to the Collateral Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. (o) The Co-Administrative Agent shall have received (in a form reasonably satisfactory to the Co-Administrative Agent) true and correct copies of Prudential Consents, and such other documents or instruments as may be reasonably requested by the Co-Administrative Agent. The Co-Administrative Agent shall notify the Borrower and the Lenders of the Amendment and Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Lender Banks to issue Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent shall have received unless each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., Memphis, Tennessee time, on December 15, 2003 (and, in the event such condition shall have been waived in accordance with Section 10.02): (a) This Agreement. Counterparts of this Agreement signed on behalf of each Obligor, the Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B Term Loan Lenderconditions are not so satisfied or waived, the Tranche B-1 C Term Loan Lender, the Required Revolving Lenders under (and as defined in) the Existing Credit Agreement, and (for purposes of Section 10.16) Xxxxxx Commercial Paper Inc. (or, in each case, written evidence satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page of this Agreement or the relevant Lender Addendum from any Lender as provided below); provided that (i) each Tranche B Term Loan Lender and each Revolving Lender which executes and delivers a Lender Addendum in the respective form required hereby shall be deemed to execute this Agreement, (ii) Tranche B Term Loan Lender Addenda (or signed signature pages of this Agreement) shall have been received from Tranche B Term Loan Lenders with respect to Tranche B Term Loan Commitments in an aggregate amount of $330,000,000 (and each such Tranche B Term Loan Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or signed signature pages of this Agreement) shall have been received from Revolving Lenders which agree to be Extending Revolving Lenders hereunder with respect to an aggregate amount of Revolving Commitments of not less than $75,000,000 (and each such Revolving Lender Addenda shall have been accepted by the Borrower and the Administrative Agent), (iv) the Revolving Lenders which shall execute (or be deemed to execute) this Agreement hereby agree to waive all requirements under the Existing Credit Agreement with respect to prior notice (or minimum amount) of the prepayments of Loans under (and as defined in) the Existing Credit Agreement as of the Fourth Restatement Effective Date contemplated under clause (f) of this Section and (v) the parties hereto agree that, effective as of the Fourth Restatement Effective Date, the Revolving Commitments of the Revolving Lenders shall be the respective amounts for the Revolving Lenders as set forth in Schedule 1.01(a) (and, without limiting the foregoing, the Revolving Commitment of Xxxxxx Commercial Paper Inc. under the Existing Credit Agreement shall terminate in full in accordance with Section 10.16at such time).