0001193125-14-024784 Sample Contracts

AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
Exchange Agreement • January 29th, 2014 • Carlyle Group L.P. • Investment advice • New York

THIS AMENDMENT NO. 1 to the Exchange Agreement (the “Exchange Agreement”), dated as of December 22, 2013, by and among YRC Worldwide Inc. (the “Company”) and each entity or account listed on Appendix A thereto (a “Holder” and, solely for ease of reference, collectively, the “Holders”) is made by and among the Company and the Holders listed on Appendix A hereto as of this 27th day of January, 2014 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 29th, 2014 • Carlyle Group L.P. • Investment advice • New York

THIS AMENDMENT NO. 1 to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of December 22, 2013, by and among YRC Worldwide Inc. (the “Company”) and each entity or account listed on Annex I thereto (each a “Buyer,” and solely for ease of reference, collectively, the “Buyers”) is made by and among the Company and the Buyers listed on Annex I hereto as of this 27th day of January, 2014 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

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