0001193125-09-228395 Sample Contracts

AMENDMENT NO. 12 Dated as of October 27, 2009 to CREDIT AGREEMENT Dated as of August 17, 2007
Credit Agreement • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

CREDIT AGREEMENT dated as of August 17, 2007 among YRC WORLDWIDE INC., a Delaware corporation (the “Company”), the CANADIAN BORROWERS (as defined below), the UK BORROWERS (as defined below), the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as Canadian Agent, J.P. MORGAN EUROPE LIMITED, as UK Agent, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

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CONSENT AND AMENDMENT AGREEMENT
Contribution Deferral Agreement • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

This Consent and Amendment Agreement under the Contribution Deferral Agreement (the “Consent”) dated as of September 22, 2009 (the “Consent Date”), by and among (i) YRC INC., a Delaware corporation (“YRC”), USF HOLLAND, INC., a Michigan corporation (“Holland”), NEW PENN MOTOR EXPRESS INC., a Pennsylvania corporation (“New Penn”), USF REDDAWAY INC., an Oregon corporation (“Reddaway”) (each of YRC, Holland, New Penn and Reddaway a “Primary Obligor”, and collectively, the “Primary Obligors”); (ii) each of the Guarantors a party hereto; (iii) Wilmington Trust Company, as agent (together with its successors and assigns, in such capacity, the “Agent”); and (iv) each of the Funds party hereto. The Primary Obligors, the Funds and the Agent are herein individually referred to as a “Party” and together referred to as the “Parties.”

AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

This AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 30, 2009 by and among:

AMENDMENT NO. 14 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

THIS AMENDMENT NO. 14 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) is entered into as of October 27, 2009 by and among:

AMENDMENT NO. 8 Dated as of July 13, 2009 to CREDIT AGREEMENT Dated as of August 17, 2007
Credit Agreement • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

THIS AMENDMENT NO. 8 (“Amendment”) is made as of July 13, 2009 by and among YRC Worldwide Inc. (the “Company”), the Canadian Borrower and the UK Borrower (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of August 17, 2007 by and among the Borrowers from time to time party thereto, 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.

REAL ESTATE SALES CONTRACT
Real Estate Sales Contract • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

THIS REAL ESTATE SALES CONTRACT (this “Contract” or “Agreement”) is made effective as of August 14, 2009 (the “Effective Date”) between NorthAmerican Terminals Management, Inc. (“Buyer”) and YRC Worldwide Inc. (“Seller”).

REAL ESTATE SALES CONTRACT
Real Estate Sales Contract • November 9th, 2009 • Yrc Worldwide Inc • Trucking (no local) • New York

THIS REAL ESTATE SALES CONTRACT (this “Contract” or “Agreement”) is made effective as of August 14, 2009 (the “Effective Date”) between NORTHAMERICAN TERMINALS MANAGEMENT, INC. (“Buyer”) and YRC Worldwide Inc. (“Seller”).

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