WAIVER AND AMENDMENT NO. 2
Dated as of February 12, 2009
Dated as of August 17, 2007
THIS WAIVER AND AMENDMENT NO. 2 (“ Amendment ”) is made as of February 12, 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, supplemented or
otherwise modified from time to time, the “ Credit Agreement ”). Reference is made to that certain Waiver No. 1 to the Credit
Agreement, dated as of January 15, 2009, by and among the Borrowers, certain of the Lenders and the Administrative Agent
(the “ Waiver ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to
them in the Credit Agreement or the Waiver, as applicable.
WHEREAS, the Company has requested that the Lenders and the Administrative Agent agree to certain waivers in
respect of and amendments to the Credit Agreement; and
WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such waivers and amendments on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the
Lenders party hereto and the Administrative Agent have agreed to enter into this Amendment.
1. Waiver .
(a) The Company has requested that the Lenders waive any Default or Event of Default arising under clause (d) of
Article VII of the Credit Agreement as a result of the Loan Parties’ failure to comply with the