<PAGE>
EXHIBIT 10.4(d)
AMENDMENT NO. 5
TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT (this "AMENDMENT") is
entered into as of December 11, 2003 by
and among Yellow Receivables Corporation, a
Delaware corporation (the "SELLER"),
Falcon Asset Securitization Corporation
("FALCON") and Bank One, NA (formerly
known as The First National Bank of
Chicago), individually (the "INVESTOR") and
as agent (in such capacity, the "AGENT"),
with respect to that certain Amended
and Restated Receivables Purchase
Agreement, dated as of July 30, 1999, among
the Seller, Falcon, the Investor and the
Agent as heretofore amended from time
to time (the "EXISTING AGREEMENT").
W I T N E S S E T H :
WHEREAS, the Seller, Falcon, the Investor and the Agent are
parties to the Existing Agreement; and
WHEREAS, the parties hereto desire to amend the Existing
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises herein
contained, and for other good and valuable
consideration, the receipt of which
is hereby acknowledged, the parties hereto
hereby 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 Agreement.
2. AMENDMENTS.
2.1.
Section 7.1(h) of the Existing Agreement is hereby
amended and restated in its entirety to read as follows:
(h) A "Default" or an "Event of Default" under and as defined
in that certain Credit Agreement dated as of December 11, 2003 by
and
among Yellow Roadway Corporation, as borrower, various lenders
from
time to time party thereto, Bank One and SunTrust Bank, as
co-syndication agents, Fleet National Bank and Wachovia Bank,
National
Association, as co-documentation agents and Deutsche Bank AG, New
York
Branch, as administrative agent, as amended, modified or replaced
from
time to time (the "YELLOW 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 Yellow
Credit
Agreement is waived in accordance with the terms thereof.
2.2.
Section 7.1 of the Existing Agreement is hereby
amended to add the following new clause at
the end thereof:
(i) Any Level II Trigger Event shall occur.
2.3.
Section 11.5 of the Existing Agreement is hereby
amended to add the following new clause (c)
thereto:
(c)
Notwithstanding any other express or implied
agreement to the contrary, the parties hereto agree that each of
them
and each of their employees, representatives, and other agents
may
disclose to any and all Persons, without limitation of any kind,
the
tax treatment and tax structure of the transaction and all
materials of
any kind (including opinions or other tax analyses) that are
provided
to any of them relating to such tax treatment and tax structure,
except
where confidentiality is reasonably necessary to comply with
U.S.
federal or state securities laws.
<PAGE>
For purposes of this paragraph, the terms "tax treatment" and
"tax
structure" have the meanings specified in Treasury Regulation
section
1.6011-4(c).
2.4.
The following new definitions are hereby inserted in
their appropriate alphabetical order in
Exhibit I to the Existing Agreement:
"LEVEL I TRIGGER EVENT" means the failure of Yellow Roadway
Corporation to maintain a Total Leverage Ratio (as defined in
the
Yellow Credit Agreement) or a Consolidated Interest Coverage Ratio
(as
defined in the Yellow Credit Agreement) as set forth in the
table
below:
<TABLE>
<CAPTION>
TOTAL LEVERAGE RATIO
CONSOLIDATED INTEREST COVERAGE RATIO
----------------------------------------------------------------------------------------------------
<S>
<C>
< 3.25 : 1.00 at any time between and
including > 4.50
: 1.00 for the Test Period (as defined
12/11/03 and 12/31/04
in the Yellow Credit Agreement) ending 12/31/03
or for any Test Period during the fiscal year
ending 12/31/04
----------------------------------------------------------------------------------------------------
< 2.75 : 1.00 at any time during the
fiscal year > 4.75 : 1.00
for any Test Period thereafter
ending 12/31/05
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