WAIVER AND AMENDMENT NO. 2 Dated as of February 12, 2009 to CREDIT AGREEMENT Dated as of August 17, 2007

Exhibit 10.1.4

EXECUTION COPY

WAIVER AND AMENDMENT NO. 2

Dated as of February 12, 2009

to

CREDIT AGREEMENT

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 negative covenants set forth in Section 6.02 of the Credit Agreement by virtue of Liens granted in respect of those certain secured intercompany notes identified on Annex F hereto (the “ Lien Covenant Default ”).

(b) The Company has requested that the Lenders waive any Default or Event of Default which has arisen or may arise under clause (c)  of Article VII of the Credit Agreement as a result of representations or warranties made or deemed made by or on behalf of any Borrower or any Subsidiary in connection with any Loan Document or in any report, certificate or other document furnished pursuant to or in connection with any Loan Document proving to have been incorrect in any material respect when made or deemed made solely as a result of the Lien Covenant Default and/or the Lien Covenant Cross Default (as defined below) (such failure, the “ Additional Representation Default ”).

(c) The Company has requested that the Lenders waive any Default or Event of Default arising under clause (g)  of Article VII of the Credit Agreement as a result of the existence of a Servicer Default (as defined in the Yellow Receivables Facility) arising solely as a result of the Lien Covenant Default and/or the Additional Representation Default (such cross default, the “ Lien Covenant Cross Default ”).

(d) Effective as of the date of satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Lenders party hereto hereby: (i) waive the “Specified Defaults” (as defined in the Waiver), the Lien Covenant Default, the Additional Representation Default and the Lien Covenant Cross Default and (ii) agree to the “Specified Prepayment Waiver” and the “Representation Waivers” (in each case, as defined in the Waiver).

(e) Pursuant to the provisions of Section 11.02 of the Credit Agreement, except as set forth herein, no failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power under the Credit Agreement or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Issuing Banks and the Lenders under the Credit Agreement and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 11.02(b) of the Credit Agreement, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan, acceptance of a Draft or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

2. Amendments to Credit Agreement . Effective as of the date of satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

(a) The Credit Agreement is hereby amended to incorporate the blacklined changes shown on the marked copy of the Credit Agreement attached hereto as Annex A .

(b) Schedule 6.02 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 6.02 attached hereto as Annex B .

(c) A new Schedule 6.01 is hereby added to the Credit Agreement as set forth on Annex C hereto.

(d) A new Schedule 6.07(d) is hereby added to the Credit Agreement as set forth on Annex D hereto

(e) A new Schedule 6.13 is hereby added to the Credit Agreement as set forth on Annex E hereto.

3. Conditions of Effectiveness . The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (iii) evidence reasonably satisfactory to it that, on or prior to the date hereof, the maturity of the Yellow Receivables

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Facility has been extended to February 1, 2010 or beyond and (iv) those documents, instruments and legal opinions as are set forth in Section 4.03 of the amended Credit Agreement attached as Annex A hereto, (b) the Company shall have paid all fees and invoiced, reasonable, out-of-pocket expenses of the Administrative Agent (including, to the extent invoiced, reasonable attorneys’ fees and expenses) in connection with this Amendment and the other Loan Documents and (c) the Administrative Agent shall have received for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Administrative Agent, an amendment fee equal to 0.75% of such Lender’s Revolving Commitment and the amount of such Lender’s outstanding Term Loans.

4. Representations and Warranties of the Borrowers . Each Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) As of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

5. Reference to and Effect on the Credit Agreement .

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) Except as specified above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

6. Perfection of Additional Collateral . The parties hereto acknowledge that perfection of the Collateral Agent’s Lien in certain Collateral, including, without limitation, real property and improvements thereto, tractors, trailers and other rolling stock, is ongoing, but the Company and the Loan Parties continue to execute such documents, agreements and instruments in connection therewith in accordance with Section 5.10 of the Credit Agreement (as amended by the Amendment) and the other Loan Documents. To the extent that any release of Collateral pursuant to the Specified Sale and Leaseback Transaction and any other Asset Sale consummated between the date hereof and July 15, 2009 diminishes the value of Collateral, the Company agrees that any perfection of Liens described in the preceding sentence that occurs between the date hereof and July 15, 2009 shall be considered to have occurred substantially contemporaneously with any release of Collateral pursuant to the Specified Sale and Leaseback Transaction and any other Asset Sale consummated between the date hereof and July 15, 2009 that diminishes the value of the Collateral.

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7. Release . In further consideration of the execution by the Administrative Agent and the Lenders of this Amendment, to the extent permitted by applicable law, the Company, on behalf of itself and each of its Subsidiaries, and all of the successors and assigns of each of the foregoing (collectively, the “ Releasors ”), hereby completely, voluntarily, knowingly, and unconditionally releases and forever discharges the Collateral Agent, the Administrative Agent, each of the Lenders, each of their advisors, professionals and employees, each affiliate of the foregoing and all of their respective permitted successors and assigns (collectively, the “ Releasees ”), from any and all claims, actions, suits, and other liabilities, including, without limitation, any so-called “lender liability” claims or defenses (collectively, “ Claims ”), whether arising in law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or prior to the date hereof, in any way concerning, relating to, or arising from (i) any of the Transactions, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement or any of the other Loan Documents, (v) the financial condition, business operations, business plans, prospects or creditworthiness of the Borrowers, and (vi) the negotiation, documentation and execution of this Amendment and any documents relating hereto except for Claims determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Releasee (or any of its Related Parties). The Releasors hereby acknowledge that they have been advised by legal counsel of the meaning and consequences of this release.

8. Consent to Amendment to Subsidiary Guarantee Agreement . Each Lender a party hereto hereby consents to the Administrative Agent executing the Amended and Restated Subsidiary Guarantee Agreement dated as of even date herewith.

9. Governing Law . This Amendment shall be construed in accordance with and governed by the law of the State of New York.

10. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

11. Counterparts . This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

Signature Page to Waiver and Amendment No. 2

YRC Worldwide Inc. et al

Credit Agreement dated as of August 17, 2007

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Waiver and Amendment No. 2 to the Credit Agreement dated as of August 17, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and among YRC Worldwide Inc. (the “ Company ”), the Canadian Borrower and the UK Borrower from time to time party thereto (together with the Company, the “ Borrowers ”), the financial institutions from time to time party thereto (the “ Lenders ”) and JPMorgan Chase Bank, National Association, as Administrative Agent (the “ Administrative Agent ”), which Waiver and Amendment No. 2 is dated as of February 12, 2009 (the “ Amendment ”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guarantee Agreement, the Security Agreement and any other Loan Document executed by it and acknowledges and agrees that such Subsidiary Guarantee Agreement, the Security Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Dated: February 12, 2009

[Signature Pages Follows]

ANNEX A TO AMENDMENT NO. 1 2