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Exhibit
10.1
AMENDMENT NO. 4 TO SECOND
AMENDED AND RESTATED RECEIVABLES
PURCHASE
AGREEMENT
THIS AMENDMENT (this
“Amendment” ) is entered into as of
December 7, 2007 by and among:
(a) Yellow Roadway
Receivables Funding Corporation, a Delaware corporation (the
“Seller” ),
(b) JPMorgan Chase Bank,
N.A., SunTrust Bank, Wachovia Bank, National Association, and ABN
AMRO Bank, N.V. (each of the foregoing a “Committed
Purchaser” ),
(c) Falcon Asset
Securitization Company LLC (f/k/a Falcon Asset Securitization
Corporation), Three Pillars Funding LLC, Variable Funding Capital
Company LLC (as assignee of Blue Ridge Asset Funding Corporation),
and Amsterdam Funding Corporation (each of the foregoing, a
“Conduit” ),
(d) YRC Assurance Co. Ltd.,
an exempted company incorporated with limited liability under the
laws of Bermuda formerly known as USF Assurance Co. Ltd.,
individually and as agent for itself (in such latter capacity, a
“Co-Agent” ),
(e) Wachovia Bank, National
Association, as letter of credit issuer (the “LC
Issuer” );
(f) SunTrust Robinson
Humphrey, Inc. (f/k/a SunTrust Capital Markets, Inc.), Wachovia
Bank, National Association, ABN AMRO Bank, N.A., and JPMorgan Chase
Bank, N.A., as “Co-Agents,”
and
(g) JPMorgan Chase Bank,
N.A., as administrative agent for the Groups (together with its
successors in such capacity, the “Administrative
Agent” and together with the Co-Agents, the
“Agents” ),
with respect to that certain Second
Amended and Restated Receivables Purchase Agreement, dated as of
May 24, 2005, among the parties hereto (as heretofore amended,
the “Existing RPA” ).
FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms .
Capitalized terms used herein and not otherwise defined shall have
their meanings as attributed to such terms in the Existing
RPA.
2. Amendments
.
2.1 Sections 7.1(h) and
7.1(i) of the Existing RPA are hereby amended and restated in their
entirety to read, respectively, as follows:
(h) A “Default”
or an “Event of Default” under and as defined in the
YRCW Credit Agreement, shall occur and be continuing;
provided, however, that any Servicer Default arising
under this Section 7.1(h) shall be deemed automatically
waived if and to the extent that any “Default” or
“Event of Default” under the YRCW Credit Agreement is
waived in accordance with the terms thereof.
(i) Any Trigger Event shall
occur.
2.2 The definitions of
“Level I Trigger Event,” “Level II Trigger
Event” and “Yellow Roadway Credit
Agreement” in Exhibit I to the Existing RPA are
hereby deleted in their entirety.
2.3 Each of the following new
definitions is hereby inserted in Exhibit I to the Existing RPA in
its appropriate alphabetical order:
“Trigger
Event” means the failure of YRC Worldwide Inc. to
maintain, as of the end of any Test Period (as defined in the YRCW
Credit Agreement), (a) a Total Leverage Ratio (as defined in
the YRCW Credit Agreement) that is less than or equal to 3.50:1 or
(b) a Consolidated Interest Coverage Ratio (as defined in the
YRCW Credit Agreement) that is greater than or equal to
2.00:1.
“YRCW Credit
Agreement” means that certain Credit Agreement dated
as of August 17, 2007 among YRC Worldwide Inc., certain of its
Canadian and United Kingdom Affiliates, the lenders party thereto,
JPMorgan Chase Bank, National Association, Toronto Branch, as
Canadian Agent, J.P. Morgan Europe Limited, as UK Agent, and
JPMorgan Chase Bank, N.A., as Administrative Agent thereunder, as
amended, modified or replaced from time to time.
2.4. Each of the following
definitions in Exhibit I to the Existing RPA is hereby amended and
restated in its entirety to read, respectively, as
follows:
“Applicable
Margin” means the applicable rate per annum set forth
under the caption “Eurocurrency Spread for Eurocurrency
Revolving Loans” plus that set forth under the caption
“Utilization Increas
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