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YRC Freight is the reporting segment focused on business opportunities in national, regional and international services. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This segment includes our LTL subsidiary YRC Inc. (“YRC Freight”) and Reimer Express (“YRC Reimer”), a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

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Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of USF Holland ("Holland"), New Penn Motor Express (“New Penn”) and USF Reddaway ("Reddaway"). These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

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•	Standard LTL: One-stop shopping for all big-shipment national LTL freight needs with centralized customer service for LTL shipping among the countries of North America. Flexibility, convenience and reliability that comes with one national freight shipping provider.

•	Guaranteed Standard: a guaranteed on-time service with more direct points than any other guaranteed standard delivery service in North America. Our guaranteed multiple-day window service is designed to meet retail industry needs to reduce chargeback fees.

•	Time-Critical: for expedited and specialized shipments including emergency and window deliveries via ground or air anywhere in North America with shipment arrival timed to the hour or day, proactive notification and a 100% on-time guarantee.

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Specialized Solutions: includes a variety of services to meet industry and customer-specific needs with offerings such as Custom Projects, Consolidation and Distribution, Reverse Logistics, Residential White Glove, Exhibit Services and Shipment Protection through Insulated Covers and our patented Sealed Divider and Sealed Trailer services that are designed for products that are difficult or expensive to package for shipping, are of high value, or need verifiable security throughout the transit.

•	my.yrcfreight.com: a secure e-commerce website offering online resources for supply chain visibility and shipment management in real time.

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•	Holland: headquartered in Holland, Michigan, provides local next-day, regional and expedited services through a network located in 21 states in the Midwestern and Southeastern portions of the United States. Holland also provides service to the provinces of Ontario and Quebec, Canada.

•	New Penn: headquartered in Lebanon, Pennsylvania, provides local next-day, day-definite, and time-definite services through a network located in the Northeastern United States; Quebec, Canada; and Puerto Rico.

•	Reddaway: headquartered in Tualatin, Oregon, provides local next-day, regional and expedited services through a network located in California, the Pacific Northwest, the Rocky Mountain States and the Southwest. Additionally, Reddaway provides services to Alaska, Hawaii and to the provinces of Alberta and British Columbia, Canada.

•	Regional delivery: including next-day local area delivery and second-day services; consolidation/distribution services; protect-from-freezing and hazardous materials handling; and a variety of other specialized offerings.

•	Expedited delivery: including day-definite, hour-definite and time-definite capabilities.

•	Interregional delivery: combining our best-in-class regional networks with reliable sleeper teams, Regional Transportation provides reliable, high-value services between our regional operations.

•	Cross-border delivery: through strategic partnerships, the Regional Transportation companies provide full-service capabilities between the U.S. and Canada, Mexico and Puerto Rico.

•	my.yrcregional.com and NewPenn.com: are e-commerce websites offering secure and customized online resources to manage transportation activity.

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•	Regional - Average distance is typically less than 500 miles with a focus on one- and two-day delivery times. Regional transportation companies can move shipments directly to their respective destination centers, which increases service reliability and avoids costs associated with intermediate handling.

•	Interregional - Average distance is usually between 500 and 1,000 miles with a focus on two- and three-day delivery times. There is a competitive overlap between regional and national providers in this category, as each group sees the interregional segment as a growth opportunity, and few providers focus exclusively on this sector.

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National - Average distance is typically in excess of 1,000 miles with focus on two- to five-day delivery times. National providers rely on intermediate shipment handling through a network of facilities, which require numerous satellite service centers, multiple distribution centers and a relay network. To gain service and cost advantages, they often ship directly between service centers, minimizing intermediate handling.

•	Global - Providing freight forwarding and final-mile delivery services to companies shipping to and from multiple regions around the world. This service can be offered through a combination of owned assets or through a purchased transportation model.

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•	To the extent necessary, we have established adequate reserves to cover the estimate we presently believe will be our liability with respect to the matter;

•	We and our subsidiaries have only limited or de minimis involvement in the sites based upon volumetric calculations;

•	Other PRPs involved in the sites have substantial assets and may reasonably be expected to pay their share of the cost of remediation; and

•	We believe that our ultimate liability is relatively small compared with our overall expenses.

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•	increase our vulnerability to adverse changes or sustained slow growth in general economic, industry and competitive conditions;

•	require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, leases and pension funding obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	restrict us from taking advantage of business opportunities;

•	make it more difficult to satisfy our financial obligations and covenants in our credit facilities;

•	place us at a competitive disadvantage compared to our competitors that have less debt, lease obligations, and pension funding obligations; and

•	limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes on satisfactory terms or at all.

•	we must achieve improvements in our operating results in our YRC Freight operating segment, which rely upon pricing and shipping volumes and network efficiencies;

•	we must continue to comply with covenants and other terms of our credit facilities;

•	we must continue to implement and realize cost saving measures to match our costs with business levels in a manner that does not harm operations and our productivity and efficiency initiatives must be successful; and

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•	we must be able to generate operating cash flows that are sufficient to meet cash requirements for pension contributions to our single and multi employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, and for capital expenditures or additional lease payments for new revenue equipment.

•	incur additional indebtedness and guarantee indebtedness;

•	make certain restricted payments or investments;

•	enter into agreements that restrict distributions from restricted subsidiaries;

•	sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;

•	enter into transactions with affiliates;

•	create or incur liens;

•	enter into sale/leaseback transactions;

•	merge, consolidate or sell substantially all of our assets; and

•	make investments and acquire assets.

•	finance our operations;

•	make strategic acquisitions or investments or enter into alliances;

•	withstand a future downturn in our business or the economy in general;

•	engage in business activities, including future opportunities, that may be in our interest; and

•	plan for or react to market conditions or otherwise execute our business strategies.

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•	fluctuations in stock market prices and trading volumes of securities of similar companies;

•	general market conditions and overall fluctuations in U.S. equity markets;

•	variations in our operating results, or the operating results of our competitors;

•	changes in our financial guidance, if any, or securities analysts’ estimates of our financial performance;

•	sales of large blocks of our Common Stock, including sales by our executive officers, directors and significant stockholders;

•	additions or departures of any of our key personnel;

•	announcements related to litigation;

•	changing legal or regulatory developments in the U.S. and other countries; and

•	discussion of us or our stock price by the financial press and in online investor communities.

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•	We compete with many other transportation service providers of varying sizes and types, some of which have a lower cost structure, more equipment and greater capital resources than we do or have other competitive advantages.

•	Some of our competitors periodically reduce their prices to gain business, especially during times of reduced growth rates in the economy, which limits our ability to maintain or increase prices or maintain or grow our business.

•	Our customers may negotiate rates or contracts that minimize or eliminate our ability to offset fuel price increases through fuel surcharges.

•	Many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved transportation service providers, and in some instances, we may not be selected.

•	Many customers periodically accept bids from multiple carriers for their shipping needs, which may depress prices or result in the loss of some business to competitors.

•	The trend towards consolidation in the ground transportation industry may create other large carriers with greater financial resources and other competitive advantages relating to their size.

•	Advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.

•	Competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and prices.

•	As a union carrier, we may have a competitive disadvantage against non-union carriers with lower cost structures and greater operating flexibility.

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(a)

The fourth quarter of 2012 includes a $30.8 million impairment charge on our JHJ International Transportation Co, Ltd. ("JHJ") equity investment as a non-operating expense. Certain convertible securities contain a make-whole interest premium that requires us to pay interest as if the security were held to maturity. In calculating the third quarter 2012 diluted earnings per share under the if-converted method, this make-whole interest premium resulted in expense that exceeded our earnings and resulted in a diluted loss per share.

(b)	Diluted loss per share were computed independently for each of the quarters presented. The sum of the quarters may differ from the total annual amount primarily due to change in the number of outstanding shares in the year and the impact of the if-converted method used to calculate earnings per share.

(c)	The fourth quarter 2013 results were impacted by the 2013 tax rate, which included a benefit recognized due to application of ASC 740 rules regarding intra-period tax allocation.

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(a)	Operating ratio is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue and expressed as a percentage.

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Operating Revenue: Operating revenue has two primary components: volume (commonly evaluated using tonnage, tonnage per day, number of shipments, shipments per day or weight per shipment) and yield or price (commonly evaluated using picked up revenue, revenue per hundredweight or revenue per shipment). Yield includes fuel surcharge revenue which is common in the trucking industry and represents an amount charged to customers that adjusts with changing fuel prices. We base our fuel surcharges on a published national index and adjust them weekly. Rapid material changes in the index or our cost of fuel can positively or negatively impact our revenue and operating income versus prior periods as there is a lag in our adjustment of base rates in response to changes in fuel surcharge. We believe that fuel surcharge is an accepted and important component of the overall pricing of our services to our customers. Without an industry accepted fuel surcharge program, our base pricing for our transportation services would require changes. We believe the distinction between base rates and fuel surcharge has blurred over time, and it is impractical to clearly separate all the different factors that influence the price that our customers are willing to pay. In general, under our present fuel surcharge program, we believe rising fuel costs are beneficial to us and falling fuel costs are detrimental to us in the short term, which are mitigated over time.

•	Operating Income (Loss): Operating income (loss) is operating revenue less any operating expenses. Consolidated operating income (loss) includes certain corporate charges that are not allocated to our reporting segments.

•	Operating Ratio: Operating ratio is a common operating performance measure used in the trucking industry. It is calculated as (i) 100 percent (ii) minus the result of dividing operating income by operating revenue or (iii) plus the result of dividing operating loss by operating revenue, and is expressed as a percentage.

•	Non-GAAP Financial Measures: We use adjusted EBITDA and adjusted free cash flow (deficit), which are non-GAAP financial measures, to assess our performance. Adjusted EBITDA reflects earnings before interest, taxes, depreciation, and amortization expense, and further adjusts for letter of credit fees, equity-based compensation expense, net gains or

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◦	Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to fund restructuring professional fees, letter of credit fees, service interest or principal payments on our outstanding debt;

◦	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and adjusted EBITDA does not reflect any cash requirements for such replacements;

◦	Equity based compensation is an element of our long-term incentive compensation package, although adjusted EBITDA excludes employee equity-based compensation expense when presenting our ongoing operating performance for a particular period;

◦	Adjusted free cash flow (deficit) excludes the cash usage by our restructuring activities, debt issuance costs,

◦	Other companies in our industry may calculate adjusted EBITDA and adjusted free cash flow (deficit) differently than we do, limiting its usefulness as a comparative measure.

•	The $23.7 million increase in purchased transportation was primarily driven by increased purchased rail transportation costs.

•	The $14.6 million increase in salaries, wages and benefits was primarily driven by a $28.1 million increase in wages to support higher shipping volumes primarily at our Regional Transportation reporting segment. This was partially offset by a $10.0 million decrease in Workers' Compensation expense from our safety and settlement initiatives.

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•	The $13.7 million decrease in other operating expense was driven by a $9.2 million decrease in bodily injury and property damage expense due to our settlement initiatives and a $3.5 million decrease in cargo claims driven by favorable claim development compared to 2012.

•	The $12.0 million decrease in operating expenses and supplies was primarily driven by a $16.5 million decrease in fuel expenses, partially offset by a $6.8 million increase in vehicle maintenance expenses to support our aging fleet.

•	The $65.6 million decrease in operating expenses and supplies was primarily driven by lower professional service fees of $43.9 million or 34.5% and lower fuel expenses of $25.9 million or 4.4%. The $43.9 million decrease in professional service fees were primarily related to the 2011 restructuring fees which were not allocated to our reporting segments during that period.

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•	The $46.6 million decrease in purchased transportation was primarily a result of lower volumes moved through purchased transportation lines.

•	The $27.8 million decrease in other operating expense is primarily driven by a $14.3 million or 23.6% decrease in bodily injury and property damage claims outstanding driven by our employee safety initiatives.

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YRC Freight is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international markets. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our LTL subsidiary YRC Inc. and Reimer Express, a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

•	Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. The Regional Transportation companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

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(a)	pp represents the change in percentage points

•	The $41.2 million decrease in operating expenses and supplies was driven by a $18.9 million decrease in fuel driven by a decrease in shipping volumes and slightly lower fuel prices and a $17.5 million decrease in professional services.

•	The decrease in salaries, wages and employees' benefits of $33.3 million during 2013 is driven by a $14.1 million decrease in workers' compensation expense primarily driven by safety initiatives and favorable development of prior year claims and $10.6 million in lower salaries and wages due to lower shipping volumes partially offset by annual wage increases.

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•	The $16.6 million reduction in other operating expense was driven by a $10.7 million decrease in our bodily injury and property damage expense due to our system-wide employee safety initiatives and favorable development of prior year claims and a $3.9 million decrease in cargo claims compared to 2012 due to improved claims frequency.

•	The $18.4 million increase in purchased transportation costs was driven by increased purchased rail transportation costs due to a higher percentage of loaded rail miles in 2013.

•	The $38.8 million decrease in purchased transportation was primarily a result of lower volumes moved through purchased transportation lines. Our aggregate purchased rail transportation costs decreased 7.2% while all other purchased transportation costs decreased 10.3%.

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The decrease in salaries, wages and employees' benefits of $35.6 million during 2012 was driven by a $31.5 million decrease in workers' compensation expense primarily driven by our employee safety initiatives and $11.7 million in lower wages due to more efficient workforce deployment. These decreases were partially offset by a $24.5 million increase in benefits resulting from a full year of multi-employer pension contribution expense, as we resumed contributions in June 2011.

•	The reduction of $10.3 million in other operating expense was driven by a decrease in our bodily injury and property damage expense due to our employee safety initiatives and a decrease in cargo claims compared to 2011.

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•	The $35.8 million increase in Operating expenses and supplies was due mostly to increases in equipment maintenance driven by our aging fleet, fuel costs as a result of increased diesel prices and professional services compared to 2011.

(a)	pp represents the change in percentage points

•	Salaries, wages and employees' benefits expense increased by $47.7 million primarily as a result of an increase in wages and associated benefits compared to the prior year driven by an increase shipping volumes.

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•	Operating expenses and supplies increased by $18.2 million due to a $6.7 million increase in vehicle maintenance driven by our aging fleet and a $2.7 million increase in fuel expenses as a result of higher shipping volumes.

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Salaries, wages and employees' benefits expense increased by $36.7 million primarily as a result of an increase in benefits compared to the prior year due to a full year of multi-employer pension contribution expense, as we resumed contributions in June 2011, and higher salary and wages due to increased shipment volumes. These increases were offset by a decline in workers' compensation expenses driven by our employee safety initiatives.

•	Operating expenses and supplies increased by $49.2 million due to higher costs related to vehicle maintenance driven by our aging fleet and fuel expenses as a result of higher business volumes.

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(a)	Due to the sale of the Glen Moore assets in December 2011, we modified our 2011 adjusted EBITDA by the amount of the Truckload EBITDA loss to be comparable to our 2012 and 2013 calculations.

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•	we must achieve improvements in our operating results, primarily at our YRC Freight operating segment, which rely upon pricing and shipping volumes and network efficiencies;

•	we must continue to implement and realize cost saving measures to match our costs with business levels and in a manner that does not harm operations and our productivity and efficiency initiatives must be successful; and

•	we must be able to generate operating cash flows that are sufficient to meet the cash requirements for pension contributions to our single and multi-employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, and for capital expenditures or additional lease payments for new revenue equipment

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(a)	Total liabilities for unrecognized tax benefits as of December 31, 2013 were $27.6 million and are classified on the Company’s consolidated balance sheet within “Claims and Other Liabilities” and are excluded from the table above.

(b)	The lease financing obligation payments represent interest payments of $191.6 million and principal payments of $72.1 million. The remaining principle obligation is offset by the estimated book value of leased property at the expiration date of each lease agreement.

(c)	The letter of credit fees are related to the cash collateral for our outstanding letters of credit on our previous ABS facility, as well as the amended and restated credit agreement outstanding letters of credit.

(d)	The workers' compensation, property damage and liability claims obligations represent our estimate of future payments for these obligations, not all of which are contractually required.

(e)	The ABL borrowings were classified as long-term liabilities on the Consolidated Balance Sheet as they were repaid with long-term financing as part of the 2014 Financing Transactions.

(f)	Our 6% Notes, which are a part of Long-term debt including interest, were classified as long-term liabilities on the Consolidated Balance Sheet as they were repaid with long-term financing as part of the 2014 Financing Transactions.

(a)	At December 31, 2013, we held $90.1 million in restricted escrow, which represents cash collateral for our outstanding letters of credit on our Previous ABL Facility.

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•	the number of participating active and retired employees

•	the number of contributing employers

•	the amount of each employer's contractual contribution requirements

•	the investment returns of the plans

•	plan administrative costs

•	the number of employees and retirees participating in the plan who no longer have a contributing employer

•	the discount rate used to determine the funding status

•	the actuarial attributes of plan participants (such as age, estimated life and number of years until retirement)

•	the benefits defined by the plan

•	meet minimum funding requirements

•	meet a required funding improvement or rehabilitation plan that the Pension Protection Act may require for certain of our underfunded plans

•	obtain from the IRS certain changes to or a waiver of the requirements in how the applicable plan calculates its funding levels or

•	reduce pension benefits to a level where the requirements are met,

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YRC Freight is the reporting segment for our transportation service providers focused on business opportunities in national, regional and international markets. YRC Freight provides for the movement of industrial, commercial and retail goods, primarily through centralized management and customer facing organizations. This unit includes our LTL subsidiary YRC Inc. (“YRC Freight”) and Reimer Express (“YRC Reimer”), a subsidiary located in Canada that specializes in shipments into, across and out of Canada. In addition to the United States and Canada, YRC Freight also serves parts of Mexico, Puerto Rico and Guam.

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Regional Transportation is the reporting segment for our transportation service providers focused on business opportunities in the regional and next-day delivery markets. Regional Transportation is comprised of USF Holland Inc. (“Holland”), New Penn Motor Express (“New Penn”) and USF Reddaway Inc. (“Reddaway”). These companies each provide regional, next-day ground services in their respective regions through a network of facilities located across the United States, Canada, Mexico and Puerto Rico.

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•	Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•	Level 2: Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

•	Level 3: Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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(a)	Consists of five private equity funds investing in renewable solar energy, acquisition of pharmaceutical company interests, Chinese technology and healthcare companies.

(b)	Consists of three fixed income funds which invest in debt securities secured by royalty payments from marketers of pharmaceutical products.

(a)	Consists of four private equity funds investing in renewable solar energy, acquisition of pharmaceutical company interests and Chinese technology and healthcare companies.

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(b)	Consists of three fixed income funds, two of which invest in debt securities secured by royalty payments from top-tier marketers of pharmaceutical products, and one which invests in Indian mezzanine debt.

(c)	Redemptions are not permitted for two of the Level 3 fixed income funds. The third fund has redemption terms of quarterly after the second anniversary and a 90 day redemption notice period.

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(a)	Under the terms of the New ABL facility, a portion of the Cash to Balance sheet will be classified as "restricted cash" in the consolidated balance sheet.

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•	50% of excess cash flow (paid if permitted under the New ABL Facility), subject to step downs to (x) 25% if the total leverage ratio is less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00 and (y) 0% if the total leverage ratio is less than or equal to 3.00 to 1.00.

•	100% of the net cash proceeds of all asset sales or similar dispositions outside of the ordinary course of business and casualty events (subject to materiality thresholds and customary reinvestment rights)

•	100% of cash proceeds from debt issuances that are not permitted by the New Term Loan documentation.

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•	pay dividends or make certain other restricted payments or investments;

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•	incur additional indebtedness and issue disqualified stock or subsidiary preferred stock;

•	create liens on assets;

•	sell assets;

•	merge, consolidate, or sell all or substantially all of our or the guarantors' assets;

•	enter into certain transactions with affiliates; and

•	create restrictions on dividends or other payments by our restricted subsidiaries.

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(a)	Lease financing obligations subsequent to 2018 of $246.9 million represent principal cash obligations of $23.8 million and the estimated net book value of the underlying assets at the expiration of their associated lease agreements of $223.1 million.

(b)	The Series A Notes exclude $13.4 million and the Series B Notes exclude $9.0 million of in-kind interest payments that will be due and payable if the notes are held to maturity.

(c)	The Prior ABL Facility and 6% Notes were included in long-term liabilities on the Consolidated Balance Sheet as they were repaid with long-term financing as part of the 2014 Financing Transactions.

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•	we must achieve improvements in our operating results primarily at our YRC Freight operating segment which rely upon pricing and shipping volumes and network efficiencies;

•	we must continue to implement and realize cost saving measures to match our costs with business levels and in a manner that does not harm operations and our productivity and efficiency initiatives must be successful; and

•	we must be able to generate operating cash flows that are sufficient to meet the cash requirements for pension contributions to our single and multi-employer pension funds, cash interest and principal payments on our funded debt, payments on our equipment leases, and for capital expenditures or additional lease payments for new revenue equipment

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an exchange offer, whereby we issued to our lenders under our then-existing credit agreement an aggregate of 3.7 million shares of our new Series B Convertible Preferred Stock, which were converted into 4.6 million shares of common stock on a post split basis, and $140.0 million in aggregate principal amount of our Series A Notes in exchange for a $305.0 million reduction of our credit agreement obligations;

•	the issuance and sale for cash to such lenders of $100.0 million in aggregate principal amount of our Series B Notes;

•	the execution of the Amended and Restated Credit Agreement, the Prior ABL Facility and an A&R CDA with certain multi-employer pension funds;

•	the issuance of 1.3 million shares of our Series B Preferred Stock to the Teamster-National 401(k) Savings Plan for the benefit of the Company's IBT employees, which were converted into 1.6 million shares of common stock on a post split basis;

•	the issuance of one share of our new Series A Voting Preferred Stock to the IBT to confer certain board representation rights;

•	the repayment in full and termination of our then-outstanding ABS Facility and collateralizing a portion of our outstanding letters of credit with cash; and

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the Teamsters National Freight Industry Negotiating Committee (“TNFINC”) of the IBT waived its right to terminate, and agreed not to further modify, the Agreement for the Restructuring of the YRC Worldwide Inc. Operating Companies, dated as of September 24, 2010 (as amended, the “2010 MOU”) such that the collective bargaining agreement will be fully binding until its specified term of March 31, 2015.

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2.1	Equity Interest Purchase Agreement, dated June 25, 2010, between the Company and CEG Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 9, 2010, File No. 000-12255).

3.1.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on September 16, 2011, File No. 000-12255).

3.1.2	Certificate of Amendment to the Certificate of Incorporation of the Company reducing the number of authorized shares (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on December 1, 2011, File No. 000-12255).

3.1.3	Certificate of Elimination of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K, filed on December 1, 2011, File No. 000-12255).

3.1.4	Certificate of Designations of Series A Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on July 25, 2011, File No. 000-12255).

3.1.5	Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on January 31, 2014, File No. 000-12255)

3.2	Amended and Restated Bylaws of the Company, adopted as of September 16, 2011 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K, filed on September 16, 2011, File No. 000-12255).

4.1

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.1 to this Annual Report on Form 10-K), Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to this Annual Report on Form 10-K) and Certificate of Elimination of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1.3 to this Annual Report on Form 10-K).

4.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to this Annual Report on Form 10-K).

4.3	Certificate of Designations of Series A Voting Preferred Stock (incorporated by reference to Exhibit 3.1.4 to this Annual Report on Form 10-K).

4.5.1	Indenture (including form of note), dated as of February 23, 2010, among the Company, as issuer, the Guarantors and US Bank, National Association, as trustee, relating to the Company's 6% Convertible Senior Notes due 2014 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed on February 24, 2010, File No. 000-12255).

4.5.2	Supplemental Indenture, dated August 3, 2010, among the Company, as issuer, the Guarantors and U.S. Bank National Association, as trustee, relating to the Company's 6% Convertible Senior Notes due 2014 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed on August 3, 2010, File No. 000-12255).

4.5.3	Letter Agreement, dated August 2, 2010, among the Company and certain investors in the Company's 6% Convertible Senior Notes due 2014 (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed on November 9, 2010, File No. 000-12255).

4.6

Indenture (including form of note), dated as of July 22, 2011, among the Company, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee, related to the Company's 10% Series A Convertible Senior Secured Notes due 2015 (incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

4.7.1

Indenture (including form of note), dated as of July 22, 2011, among the Company, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee, related to the Company's 10% Series B Convertible Senior Secured Notes due 2015 (incorporated by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

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4.7.2

Supplemental Indenture, dated as of September 14, 2011, among the Company, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee, supplementing the Indenture, dated as of July 22, 2011 (as supplemented and in effect as of the date of the Supplemental Indenture), relating to the Company's 10% Series B Convertible Senior Secured Notes due 2015 (incorporated by reference to Exhibit 4.5.2 to Registration Statement on Form S-1, filed on September 23, 2011, File No. 333-176971).

4.7.3

Third Supplemental Indenture, dated as of January 31, 2014, among the Company, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee, supplementing the Indenture, dated as of July 22, 2011 (as supplemented and in effect as of the date of the Supplemental Indenture), relating to the Company’s 10% Series B Convertible Senior Secured Notes due 2015 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed on January 31, 2014, File No. 000-12255).

10.1.1	Amended and Restated Credit Agreement, dated as of July 22, 2011, among the Company, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.1.2	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of February 27, 2012, among the Company, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2.2 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.1.3	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of April 27, 2012, among the Company, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K, filed on April 30, 2012, File No. 000-12255).

10.1.4	Amendment No. 3 to Amended and Restated Credit Agreement, by and among the Company, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on November 12, 2013, File No. 000-12255).

10.2.1	Credit Agreement, dated as of July 22, 2011, among YRCW Receivables LLC, as borrower, the Company, as servicer, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 9, 2011, File No. 000-12255).

10.2.2

Amendment No. 1 to Credit Agreement and Amendment No.1 to Receivables Sale Agreement, dated as of February 27, 2012, among YRCW Receivables LLC, as borrower, the Company, as servicer, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.5.2 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.2.3	Amendment No. 2 to Credit Agreement, dated as of February 27, 2012, among YRCW Receivables LLC, as borrower, and the lenders party thereto (incorporated by reference to Exhibit 10.5.2 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.2.4	Amendment No. 3 to Credit Agreement dated as of April 27, 2012, among YRCW Receivables LLC, as borrower, and the lenders party thereto (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K, filed on April 30, 2012, File No. 000-12255).

10.2.5	Amendment No. 4 to Credit Agreement dated as of November 12, 2013, by and among YRCW Receivables LLC, as borrower, and the lenders party thereto(incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 12, 2013, File No. 000-12255).

10.2.6	Amendment No. 5 to Credit Agreement dated as of January 30, 2014 by and among YRCW Receivables LLC, as borrower, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to current report on Form 8-K, filed on February 5, 2014, File No. 000-12255).

10.3.1	National Master Freight Agreement, effective April 1, 2008, among the International Brotherhood of Teamsters, YRC Inc. (formerly, Yellow Transportation, Inc. and Roadway Express, Inc.), USF Holland Inc. and New Penn Motor Express, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on February 11, 2008, File No. 000-12255).

10.3.2	Amended and Restated Memorandum of Understanding on the Job Security Plan, dated July 9, 2009, among the International Brotherhood of Teamsters, YRC Inc., USF Holland Inc. and New Penn Motor Express, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on July 14, 2009, File No. 000-12255).

10.3.3	Agreement for the Restructuring of the YRC Worldwide Inc. Operating Companies and related Term Sheet/Proposal (the “Restructuring Plan”), dated September 24, 2010, among the International Brotherhood of Teamsters, YRC Inc., USF Holland Inc. and New Penn Motor Express, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on September 29, 2010, File No. 000-12255).

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10.3.4	Certification and Amendment (dated December 31, 2010) and Certification and Second Amendment (dated February 28, 2011) to the Restructuring Plan Term Sheet (incorporated by reference to Exhibit 10.3.4 to Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 14, 2011, File No. 000-12255).

10.3.5

Extension of the Agreement for the Restructuring of the YRC Worldwide Inc. Operating Companies, dated February 7, 2014, by and among YRC Inc. (d/b/a YRC Freight), USF Holland Inc., New Penn Motor Express, Inc., USF Reddaway Inc. and the Teamsters National Freight Industry Negotiating Committee of the International Brotherhood of Teamsters (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on February 7, 2014, File No. 000-12255).

10.4.1

Amended and Restated Contribution Deferral Agreement, dated as of July 22, 2011, among YRC Inc., USF Holland Inc., New Penn Motor Express, Inc. and USF Reddaway Inc., collectively as primary obligors, the Trustees for the Central States, Southeast and Southwest Areas Pension Fund, the Wilmington Trust Company, as agent, and the other funds party thereto (incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.4.2

Consent and First Amendment to the Amended and Restated Contribution Deferral Agreement, dated as of October 17, 2011, among YRC Inc., USF Holland Inc., New Penn Motor Express, Inc. and USF Reddaway Inc., collectively as primary obligors, the Trustees for the Central States, Southeast and Southwest Areas Pension Fund, the Wilmington Trust Company, as agent, and the other funds party thereto (incorporated by reference to Exhibit 10.8.2 to Annual Report on Form 10-K for the year ended December 31, 2011, filed February 28, 2012, File No. 000-12255).

10.4.3

Consent and Second Amendment to the Amended and Restated Contribution Deferral Agreement, dated as of January 31, 2014, among YRC Inc., USF Holland Inc., New Penn Motor Express, Inc. and USF Reddaway Inc., collectively as primary obligors, the Trustees for the Central States, Southeast and Southwest Areas Pension Fund, the Wilmington Trust Company, as agent, and the other funds party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-k, filed on January 31, 2014, File No. 000-12255).

10.4.4

Letter Agreement, dated as of January 29, 2014 and effective as of January 31, 2014, among Central States, Southeast and Southwest Areas Pension Fund, YRC, Inc., USF Holland Inc., New Penn Motor Express, Inc., USF Reddaway Inc., as primary obligors, YRC Worldwide Inc., as primary guarantor, and certain additional guarantors (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on January 31, 2014, File No. 000-12255).

10.5

Amended and Restated Pledge and Security Agreement, dated as of July 22, 2011, among the Company, the subsidiaries of the Company party thereto, as grantors, and JPMorgan Chase Bank, National Association, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.12 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.6	Pledge and Security Agreement, dated as of July 22, 2011, among the Company, the subsidiaries of the Company party thereto, as grantors, and U.S. Bank National Association, as collateral trustee (incorporated by reference to Exhibit 10.13 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.7

Amended and Restated Intercreditor Agreement, dated as of July 22, 2011, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, National Association, as bank group representative, Wilmington Trust Company, as pension fund representative, U.S. Bank National Association, as convertible note representative, JPMorgan Chase Bank, N.A., as ABL representative, and the other bank group loan parties party thereto (incorporated by reference to Exhibit 10.14 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.8

Collateral Trust Agreement, dated as of July 22, 2011, among the Company, the subsidiaries of the Company party thereto, U.S. Bank National Association, as Series A Notes indenture trustee, U.S. Bank National Association, as Series B Notes indenture trustee, and U.S. Bank National Association, as collateral trustee (incorporated by reference to Exhibit 10.15 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.10*	Credit Agreement dated as of February 13, 2014, by and among the Company, as borrower, the subsidiaries of the borrower party thereto from time to time, the lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for the lenders.

10.11*†

Loan and Security Agreement, dated as of February 13, 2014, among the Company, as administrative borrower, the other borrowers named therein, the guarantors named therein, certain financial institutions, as lenders, and RBS Citizens Business Capital a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A., as agent, and RBS Citizens, N.A., Merrill Lynch, Pierce, Fenner & Smith and CIT Finance LLC, as joint lead arrangers and joint bookrunners.

10.12.1	YRC Worldwide Inc. Director Compensation Plan, effective August 30, 2011 (incorporated by reference to Exhibit 10.53.1 to Registration Statement on Form S-1, filed on September 23, 2011, File No. 333-176971).

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10.12.2	Form of Director Share Unit Agreement (incorporated by reference to Exhibit 10.53.2 to Registration Statement on Form S-1, filed on September 23, 2011, File No. 333-176971).

10.12.3*	YRC Worldwide Inc. Director Compensation Plan, effective December 13, 2013.

10.13.4*	Form of Director Share Unit Agreement for Non-Employee Director under 2013 Director Compensation Plan.

10.14	Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K, filed on March 15, 2007, File No. 000-12255).

10.15	YRC Worldwide Inc. 2011 Incentive and Equity Award Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8, filed on November 30, 2011, File No. 333-178223).

10.16	Form of Restricted Stock Agreement under YRC Worldwide Inc. 2011 Incentive and Equity Award Plan (incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.17.1	YRC Worldwide Inc. Supplemental Executive Pension Plan, effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on July 25, 2006, File No. 000-12255).

10.17.2	Amendment to YRC Worldwide Inc. Supplemental Executive Pension Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, filed on July 8, 2008, File No. 000-12255).

10.17.3	Second Amendment to YRC Worldwide Inc. Supplemental Executive Pension Plan (incorporated by reference to Exhibit 10.30.3 to Annual Report on Form 10-K for the year ended December 31, 2011, filed February 28, 2012, File No. 000-12255).

10.18.1	Yellow Corporation Pension Plan, amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.27 to Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 15, 2004, File No. 000-12255).

10.18.2	Amendment No. 1 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 9, 2005, File No. 000-12255).

10.18.3	Amendment No. 2 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.28.3 to Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 14, 2011, File No. 000-12255).

10.18.4	Amendment No. 3 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed on July 8, 2008, File No. 000-12255).

10.18.5	Amendment No. 4 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.22.5 to Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, File No. 000-12255).

10.18.6	Amendment No. 5 and Amendment No. 6 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.28.6 to Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010, File No. 000-12255).

10.18.7	Amendment No. 7 to Yellow Corporation Pension Plan, as amended and restated as of January 1, 2004 (incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 9, 2010, File No. 000-12255).

10.19	YRC Worldwide Inc. Non-Union Employee Option Plan (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, filed on January 6, 2009, File No. 000-12255).

10.20	YRC Worldwide Inc. Union Employee Option Plan (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009, File No. 000-12255).

10.21	YRC Worldwide Inc. Second Union Employee Option Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed on March 5, 2010, File No. 000-12255).

10.22	Form of YRC Worldwide Inc. Cash Performance and Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 Current Report on Form 8-K, filed on April 3, 2009, File No. 000-12255).

10.23.1	Employment Agreement, dated as of July 22, 2011, between the Company and James L. Welch (incorporated by reference to Exhibit 10.16 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 8, 2011, File No. 000-12255).

10.24.2	Amendment No. 1 to Employment Agreement, dated as of October 30, 2012, between the Company and James L. Welch (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012, File No. 000-12255).

10.25.1	Employment Agreement, dated as of November 3, 2011, between the Company and Jamie G. Pierson (incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.25.2	Amendment No. 1 to Employment Agreement, dated as of October 30, 2012, between the Company and Jamie G. Pierson (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012, File No. 000-12255).

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10.26	Escrow Agreement, dated as of November 3, 2011, among the Company, Jamie G. Pierson and BOKF, N.A., as escrow agent (incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012, File No. 000-12255).

10.27.1	Employment Agreement, effective as of February 13, 2012, between the Company and Michelle A. Friel (formerly Russell) (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 3, 2012, File No. 000-12255).

10.27.2	Amendment No. 1 to Employment Agreement, dated as of October 30, 2012, between the Company and Michelle A. Friel (formerly Russell) (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012, File No. 000-12255).

10.28	Advisory Agreement, dated February 20, 2013, between the Company and MAEVA Group, LLC (incorporated by reference to Exhibit 10.37 to Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 21, 2013, File No. 000-12255).

10.29*	General Release and Separation Agreement, dated as of September 23, 2013, between the Company and Jeffrey A. Rogers.

21.1*	Subsidiaries of the Company.

23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

31.1*	Certification of James L. Welch pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Jamie G. Pierson pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of James L. Welch pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	Certification of Jamie G. Pierson pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†	Confidential portions of this exhibit have been filed separately with the SEC pursuant to a request for confidential treatment.

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Section 1.01.	Defined Terms    1

Section 1.02.	Other Interpretive Provisions    51

Section 1.03.	Certifications    52

Section 1.04.	Accounting Terms    52

Section 1.05.	Rounding    52

Section 1.06.	References to Agreements, Laws, Etc    52

Section 1.07.	Times of Day    53

Section 1.08.	Timing of Payment of Performance    53

Section 1.09.	Cumulative Credit Transactions    53

Section 1.10.	Pro Forma Calculations    53

Section 1.11.	Certain Accounting Matters    54

Section 1.12.	Classification of Loans and Borrowings    55

Section 1.13.	Currency Equivalents Generally    55

Section 1.14.	Excluded Swap Obligations    56

Section 2.01.	Commitments    57

Section 2.02.	Loans    57

Section 2.03.	Borrowing Procedure    58

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Section 2.04.	Evidence of Debt; Repayment of Loans    59

Section 2.05.	Fees    60

Section 2.06.	Interest on Loans    60

Section 2.07.	Default Interest    60

Section 2.08.	Alternate Rate of Interest    60

Section 2.09.	Termination and Reduction of Commitments    61

Section 2.10.	Conversion and Continuation of Borrowings    61

Section 2.11.	Repayment of Term Borrowings    63

Section 2.12.	Voluntary Prepayment    63

Section 2.13.	Mandatory Prepayments    65

Section 2.14.	Pro Rata Treatment    68

Section 2.15.	Sharing of Setoffs    68

Section 2.16.	Payments    69

Section 2.17.	Incremental Credit Extensions    70

Section 2.18.	Refinancing Amendments    72

Section 2.19.	Extensions of Term Loans    74

Section 3.01.	Taxes    76

Section 3.02.	Illegality    79

Section 3.03.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans    80

Section 3.04.	Funding Losses    81

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Section 3.05.	Matters Applicable to all Requests for Compensation    82

Section 3.06.	Replacement of Lenders under Certain Circumstances    83

Section 3.07.	Survival    85

Section 4.01.	All Credit Extensions    85

Section 4.02.	First Credit Extension    85

Section 5.01.	Existence, Qualification and Power; Compliance with Laws    88

Section 5.02.	Authorization; No Contravention    88

Section 5.03.	Governmental Authorization; Other Consents    89

Section 5.04.	Binding Effect    89

Section 5.05.	Financial Statements; No Material Adverse Effect    89

Section 5.06.	Compliance With Laws    90

Section 5.07.	Ownership of Property; Liens    90

Section 5.08.	Environmental Matters    91

Section 5.09.	Taxes    91

Section 5.10.	ERISA Compliance    92

Section 5.11.	Subsidiaries    92

Section 5.12.	Margin Regulations; Investment Company Act    92

Section 5.13.	Disclosure    93

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Section 5.14.	Labor Matters    93

Section 5.15.	Insurance    93

Section 5.16.	Solvency    94

Section 5.17.	No Other Borrowed Money Indebtedness    94

Section 5.18.	Collateral Documents    94

Section 5.19.	Compliance with Anti-Terrorism and Corruption Laws    96

Section 6.01.	Financial Statements, Reports, Etc    96

Section 6.02.	Certificates; Other Information    99

Section 6.03.	Notices    100

Section 6.04.	Payment of Taxes    101

Section 6.05.	Preservation of Existence, Etc    101

Section 6.06.	Maintenance of Properties    101

Section 6.07.	Maintenance of Insurance    101

Section 6.08.	Compliance with Laws    103

Section 6.09.	Books and Records    103

Section 6.10.	Inspection Rights    103

Section 6.11.	Additional Collateral; Additional Guarantors    103

Section 6.12.	Compliance with Environmental Laws    105

Section 6.13.	Further Assurances and Post-Closing Conditions    105

Section 6.14.	Designation of Subsidiaries    106

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Section 6.15.	Maintenance of Ratings    106

Section 6.16.	Use of Proceeds    106

Section 7.01.	Liens    107

Section 7.02.	Investments    111

Section 7.03.	Indebtedness    114

Section 7.04.	Fundamental Changes    118

Section 7.05.	Dispositions    120

Section 7.06.	Restricted Payments    123

Section 7.07.	Change in Nature of Business; Organization Documents    124

Section 7.08.	Transactions with Affiliates    125

Section 7.09.	Burdensome Agreements    125

Section 7.10.	Financial Covenant    127

Section 7.11.	Capital Expenditures    127

Section 7.12.	Fiscal Year    128

Section 7.13.	Prepayments, Etc. of Indebtedness    128

Section 8.01.	Events of Default    129

Section 8.02.	Remedies Upon Event of Default    132

Section 8.03.	Exclusion of Immaterial Subsidiaries    133

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Section 8.04.	Application of Funds    133

Section 10.01.	Notices; Electronic Communications    136

Section 10.02.	Survival of Agreement    139

Section 10.03.	Binding Effect    140

Section 10.04.	Successors and Assigns    140

Section 10.05.	Expenses; Indemnity    145

Section 10.06.	Right of Setoff    148

Section 10.07.	Applicable Law    148

Section 10.08.	Waivers; Amendment    148

Section 10.09.	Interest Rate Limitation    151

Section 10.10.	Entire Agreement    151

Section 10.11.	WAIVER OF JURY TRIAL    151

Section 10.12.	Severability    151

Section 10.13.	Counterparts    152

Section 10.14.	Headings    152

Section 10.15.	Jurisdiction; Consent to Service of Process    152

Section 10.16.	Confidentiality    153

Section 10.17.	Lender Action    153

Section 10.18.	USA PATRIOT Act Notice    153

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Section 10.19.	Collateral And Guaranty Matters    154

Section 10.20.	Secured Hedge Agreements    155

Section 10.21.	Payments Set Aside    155

Section 10.22.	No Advisory or Fiduciary Responsibility    155

Section 10.23.	Intercreditor Agreements    156

Section 11.01.	The Guarantee    157

Section 11.02.	Obligations Unconditional    157

Section 11.03.	Certain Waivers. Etc    158

Section 11.04.	Reinstatement    159

Section 11.05.	Subrogation; Subordination    159

Section 11.06.	Remedies    159

Section 11.07.	Instrument for the Payment of Money    159

Section 11.08.	Continuing Guarantee    159

Section 11.09.	General Limitation on Guarantee Obligations    160

Section 11.10.	Release of Guarantors    160

Section 11.11.	Right of Contribution    160

Section 11.12.	Additional Guarantor Waivers and Agreements    160

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Exhibit G-1	Form of United States Tax Compliance Certificate (For Non-U.S. Lenders that are not Partnerships)

Exhibit G-2	Form of United States Tax Compliance Certificate (For Non-U.S. Lenders that are Partnerships)

Exhibit G-3	Form of United States Tax Compliance Certificate (For Non-U.S. Participants that are not Partnerships)

Exhibit G-4	Form of United States Tax Compliance Certificate (For Non-U.S. Participants that are Partnerships)

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(i)	a perfected second priority security interest (subject to Liens permitted by Section 7.01) in all personal property of the Borrower and each Guarantor consisting of all accounts receivable, cash and Cash Equivalents, deposit accounts and supporting obligations and books and records related to the foregoing and, in each case, proceeds thereof;

(ii)

a perfected first priority pledge (subject to Liens permitted by Section 7.01) of all Equity Interests directly held by the Borrower or any Guarantor (which pledge, in the case of Equity Interests of any Foreign Subsidiary or of a Domestic Subsidiary that is a disregarded entity for U.S. Federal income Tax purposes if substantially all of its assets consist of the Equity Interests or Indebtedness of one or more Foreign Subsidiaries, shall be limited to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Foreign Subsidiary or Domestic Subsidiary, as the case may be);

(iii)	a perfected first priority security interest (subject to Liens permitted by Section 7.01) in, and Mortgages on, each Material Real Property (provided that Mortgages may be delivered after the Closing Date in accordance with Section 6.13(a));

(iv)	a perfected first priority security interest (subject to Liens permitted by Section 7.01) in substantially all plant and equipment of the Borrower and each Guarantor and in all motor vehicles (including tractors, trailers and other rolling stock) of the Borrower and each Guarantor; and

(v)

a perfected first priority security interest (subject to Liens permitted by Section 7.01) in substantially all other personal property of the Borrower and each Guarantor, including investment property, contracts, patents, copyrights, trademarks and other general intangibles (subject to a license in favor of the ABL Agent to use intellectual property, subject to the ABL Intercreditor Agreement), commercial tort claims, letter of credit rights, intercompany notes and proceeds of the foregoing;

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(i)	Consolidated Net Income for such period,

(ii)	an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii)	decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period),

(iv)	cash receipts in respect of Swap Contracts during such period to the extent such receipts were not otherwise included in arriving at such Consolidated Net Income,

(v)	the amount of tax expense deducted in determining Consolidated Net Income for such period to the extent it exceeds the amount of cash taxes paid in such period,

(vi)	an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,

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(i)	an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii)	the amount of Capital Expenditures made in cash during such period (or committed to be made within 90 days after the end of such period) to the extent financed with Internally Generated Cash,

(iii)	the aggregate amount of payments made in cash during such period (or committed to be paid in cash within 90 days after the end of such period) (other than Capital Expenditures) and capitalized in accordance with GAAP to the extent financed with Internally Generated Cash,

(iv)

the aggregate amount of all principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries during such period, in each case to the extent financed with Internally Generated Cash (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.11 (to the extent actually made) and (C) voluntary prepayments or buybacks of Term Loans made pursuant to Section 10.04(k) (in an amount equal to the discounted amount actually paid in respect of the principal amount of such Term Loans), but excluding (W) all voluntary prepayments of Term Loans (other than voluntary prepayments made pursuant to Section 10.04(k)), (X) all prepayments of Indebtedness on the Closing Date in connection with the Recapitalization Transactions or the Refinancing Transactions, (Y) all prepayments, redemptions or repurchases in respect of (i) Permitted Second Priority Additional Debt (or any Permitted Refinancing thereof), except to the extent permitted under Section 7.13(a) and (ii) Junior Financing, except to the extent permitted under Section 7.13(a) and (Z) all prepayments of loans under the ABL Facility or any other revolving credit facility made during such period unless there is a corresponding permanent commitment reduction in connection therewith (it being agreed that any amount excluded pursuant to clause (W), (X), (Y) or (Z) may not be deducted under any other clause of this definition),

(v)	an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(vi)	increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries during such period),

(vii)	cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness and that were made with Internally Generated Cash and were not deducted or were excluded in calculating Consolidated Net Income,

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(viii)

the amount of Investments and acquisitions made during such period (or committed to be made within 90 days after the end of such period) in cash pursuant to Section 7.02 (other than Section 7.02(a) or (c)) (net of the cash return on any such Investments received during such period, except to the extent such return was included in the determination of Consolidated Net Income) to the extent that such Investments and acquisitions were not expensed and were financed with Internally Generated Cash,

(ix)	the amount of cash taxes paid in such period (or reasonably expected to be paid within 90 days of the end of such period) to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period (which amounts shall be included in the calculation of Excess Cash Flow for the period in which they are expensed),

(x)	cash expenditures in respect of Swap Contracts during such fiscal year to the extent such expenditures were not deducted or were excluded in arriving at such Consolidated Net Income, and

(xi)	the aggregate amount of Restricted Payments made in cash permitted by Section 7.06(d)(i) during such period (or committed to be made or paid in cash within the next 90 days after the end of such period).

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5.	Credit Agreement: The Credit Agreement, dated as of February 13, 2014, among YRC Worldwide Inc., a Delaware corporation, the subsidiaries of the Borrower party thereto from time to time, the Lenders party thereto from time to time and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent.

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By:	_________________________ Name: Title:

By:	_________________________ Name: Title:

By:	_________________________ Name: Title:

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To:	Credit Suisse AG, Cayman Islands Branch

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a.	The fair value of the assets (on a going concern basis) of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;

b.	The present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

c.	The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and

d.	The Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

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•	Central States, Southeast and Southwest Areas Pension Fund

•	Western Conference of Teamsters Pension Trust

•	I.B. of T. Union Local No. 710 Pension Fund

•	Central Pennsylvania Teamsters Pension Fund

•	Road Carriers Local 707 Pension Fund

•	Teamsters Local 641 Pension Fund

•	Teamsters Pension Trust Fund of Philadelphia and Vicinity

•	Western Conference of Teamsters Supplemental Benefit Trust Fund

•	Suburban Teamsters of No. IL. Pension Fund

•	Freight Drivers and Helpers Local 557 Pension Fund

•	Teamsters JC 83 Pension Fund

•	Hagerstown Motor Carriers and Teamsters Pension Plan

•	Trucking Employees of North Jersey Welfare Fund Inc. - Pension Fund

•	Mid-Jersey Trucking Ind. & Teamsters Local 701 Pension Fund

•	Management Labor Welfare & Pension Funds Local 1730, I.L.A.

•	Employer-Teamsters Local Nos. 175/505 Pension Trust Fund

•	International Association of Machinists Motor City Pension Fund

•	Hawaii Truckers-Teamsters Union Pension Fund

•	Southwestern Pennsylvania and Western Maryland Teamsters & Employers Pension Fund

•	Teamsters Local 617 Pension Fund

•	New England Teamsters & Trucking Industry Pension Fund

•	New York State Teamsters Conference Pension and Retirement Fund

•	Local 705 International Brotherhood of Teamsters Pension Fund

•	Western Pennsylvania Teamsters and Employers Pension Fund

•	Teamsters Local 639 Employer’s Pension Trust

•	Teamsters Local 445 Pension Fund

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•	Ohio: Baker & Hostetler LLP

•	Oregon: Stoel Rives LLP

•	Michigan: Clark Hill PLC

•	Pennsylvania: Morgan, Lewis & Bockius LLP

•	Kansas: Stinson Leonard Street LLP

•	Arizona: Snell & Wilmer L.L.P

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•	IBT Agreement

•	IBT Extension Agreement

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•	Within 60 days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, Mortgage Releases in favor of JPMorgan Chase Bank, N.A., as first lien agent, and US Bank, National Association, as second lien agent.

•	Within 30 days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, evidence reasonably satisfactory to the Agent or the Administrative Agent of the termination of that certain unauthorized lien filing against USF Glen Moore, Inc.

•	Within 60 days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, delivery of any equity interest in Newgistics, Inc., to the extent that it has not been otherwise disposed of or tendered in that ongoing tender offer by Littlejohn & Co.

•	Within 60 days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, delivery of Mortgages with respect to owned real property to the extent required by the Collateral and Guarantee Requirement.

•	Within 90 days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, evidence reasonably satisfactory to the Administrative Agent of the fulfillment by the custodial administrator of its obligations under the Custodial Administration Agreement.

•

Within 5 Business Days of the Closing Date, or such later date as the Administrative Agent may agree in its sole discretion, delivery of reasonably necessary intellectual property releases from each of JP Morgan Chase Bank, National Association, as agent, in respect of the Existing Credit Agreement and US Bank, National Association, as collateral trustee, in relation to the Existing Series A Notes and Existing Series B Notes.

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•	Incorporated by reference are all capital lease obligations provided in Schedule 7.03(b).

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•	Included by reference are all Intercompany Notes listed on Schedule 7.03(b).

•	YRC Regional Transportation, Inc. owns preferred shares of Newgistics, Inc., which were converted into right to receive $3.4 million on Newgistics, Inc. merger

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•	5.0% Net Share Settled Contingent Convertible Senior Notes due 2023 and the subsidiary guarantees of them, with remaining aggregate principal amount of $177,000.

•	Indebtedness arising under contracts entered into in the ordinary course of business for the purchase of goods and services, whether or not delivered or accepted, which constitute take or pay obligations.

•	Included by reference are all liens listed on Schedule 7.01(b).

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•	Sale of property located at 2385 Route 715, Tannersville, PA 18372.

•	Sale of property located at 9711 State Avenue, Kansas City, Wyandotte County, Kansas

•	Sale of property located at 9717 State Avenue, Kansas City, Wyandotte County, Kansas

•	Sale of preferred shares of Newgistics, Inc.

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SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION    1

1.1	Definitions.    1

1.2	Terms Defined in UCC.    53

1.3	Accounting Terms.    54

1.4	Certain Matters of Construction.    54

1.5	Pro Forma Calculations.    55

SECTION 2.	CREDIT FACILITIES    57

2.1	Commitment.    57

2.2	Letter of Credit Facility.    59

2.3	Increase in Commitments.    62

2.4	Extensions of Commitments.    64

SECTION 3.	INTEREST, FEES AND CHARGES    66

3.1	Interest.    66

3.2	Fees.    67

3.3	Computation of Interest, Fees, Yield Protection.    68

3.4	Reimbursement Obligations.    68

3.5	Illegality.    69

3.6	Increased Costs.    69

3.7	Increased Capital Costs.    69

3.8	Mitigation; Replacement of Lenders.    70

3.9	Indemnities.    71

3.10	Maximum Interest.    71

SECTION 4.	LOAN ADMINISTRATION    72

4.1	Manner of Borrowing and Funding Loans.    72

4.2	Defaulting Lender.    73

4.3	Number and Amount of LIBOR Loans; Determination of Rate.    74

4.4	Administrative Borrower.    75

4.5	One Obligation.    75

4.6	Effect of Termination.    75

SECTION 5.	PAYMENTS    76

5.1	General Payment Provisions.    76

5.2	Repayment of Loans.    76

5.3	Reserved.    76

5.4	Mandatory Prepayments.    76

5.5	Payment of LIBOR Loans and Other Obligations.    77

5.6	Marshaling; Payments Set Aside.    78

5.7	Post-Default Allocation of Payments.    78

5.8	Application of Payments.    79

5.9	Loan Account; Account Stated.    79

5.10	Taxes.    79

5.11	Withholding Tax Exemption.    80

5.12	Nature and Extent of Each Borrower’s Liability.    82

SECTION 6.	CONDITIONS PRECEDENT    85

6.1	Conditions Precedent to Initial Loans.    85

6.2	Conditions Precedent to All Credit Extensions.    88

6.3	Limited Waiver of Conditions Precedent.    88

SECTION 7.	COLLATERAL    88

7.1	Grant of Security Interest.    88

7.2	Cash Collateral.    91

7.3	Real Property Collateral.    91

7.4	Other Collateral.    91

7.5	No Assumption of Liability.    92

7.6	Further Assurances.    92

SECTION 8.	COLLATERAL ADMINISTRATION    92

8.1	Borrowing Base Certificates.    92

8.2	Administration of Accounts.    93

8.3	Administration of Deposit Accounts; Cash Dominion Trigger Period; Borrowing Base Cash Account.    93

8.4	General Provisions.    95

8.5	Power of Attorney.    95

SECTION 9.	REPRESENTATIONS AND WARRANTIES    96

9.1	General Representations and Warranties.    96

SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS    103

10.1	Affirmative Covenants.    103

10.2	Negative Covenants.    112

SECTION 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT    132

11.1	Events of Default.    132

11.2	Remedies upon Default.    134

11.3	License.    135

11.4	Setoff.    135

11.5	Remedies Cumulative; No Waiver; Commercial Reasonableness.    135

SECTION 12.	AGENT    136

12.1	Appointment, Authority and Duties of Agent.    136

12.2	Agreements Regarding Collateral and Field Examination Reports.    138

12.3	Reliance By Agent.    139

12.4	Action Upon Default.    139

12.5	Ratable Sharing.    139

12.6	Indemnification of Agent Indemnitees.    139

12.7	Limitation on Responsibilities of Agent.    140

12.8	Successor Agent and Co-Agents.    140

12.9	Due Diligence and Non-Reliance.    141

12.10	Replacement of Certain Lenders.    142

12.11	Remittance of Payments and Collections.    142

12.12	Agent in its Individual Capacity.    142

12.13	Agent Titles.    143

12.14	No Third Party Beneficiaries.    143

SECTION 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS    143

13.1	Successors and Assigns.    143

13.2	Participations.    143

13.3	Assignments.    144

13.4	Tax Treatment.    145

13.5	Representation of Lenders.    145

SECTION 14.	GUARANTY.    145

14.1	Guaranty.    145

14.2	Waivers.    146

14.3	No Defense.    146

14.4	Guaranty of Payment.    146

14.5	Liabilities Absolute.    146

14.6	Waiver of Notice.    147

14.7	Agent’s Discretion.    148

14.8	Reinstatement.    148

14.9	Action Upon Event of Default.    149

14.10	Statute of Limitations.    149

14.11	Reserved.    149

14.12	Guarantor’s Investigation.    149

14.13	Keepwell.    149

14.14	Termination.    150

SECTION 15.	MISCELLANEOUS    150

15.1	Consents, Amendments and Waivers.    150

15.2	Indemnity.    152

15.3	Notices and Communications.    152

15.4	Performance of Loan Parties’ Obligations.    154

15.5	Credit Inquiries.    154

15.6	Severability.    155

15.7	Cumulative Effect; Conflict of Terms.    155

15.8	Counterparts; Facsimile Signatures.    155

15.9	Entire Agreement.    155

15.10	Obligations of Lenders.    155

15.11	Confidentiality.    155

15.12	Reserved.    156

15.13	GOVERNING LAW.    156

15.14	Consent to Forum.    157

15.15	Waivers by Loan Parties.    157

15.16	Patriot Act Notice.    158

15.17	No Oral Agreement.    158

15.18	Term Debt Intercreditor Agreement.    158

15.19	Release of Guarantors.    159

15.20	Release of Liens.    159

Exhibit A	Form of Assignment and Acceptance

Exhibit B	Form of Borrowing Base Certificate

Exhibit C	Form of Compliance Certificate

Exhibit D	Form of Notice of Borrowing

Exhibit E	Form of Grant of Security Interest in Trademarks

Exhibit F	Form of Grant of Security Interest in Patents

Exhibit G	Form of Grant of Security Interest in Copyrights

Exhibit H	Form of Perfection Certificate

Exhibit I	Form of Notice of Continuation/Conversion

Exhibit J	Form of Assignment Notice

Schedule 1.1(a)	Guarantors as of the Closing Date

Schedule 1.1(b)	Commitments of Lenders

Schedule 1.1(c)	Copyrights

Schedule 1.1(d)	Excluded Real Property

Schedule 1.1(e)	Existing Letters of Credit

Schedule 1.1(f)	Licenses

Schedule 1.1(g)	Patents

Schedule 1.1(h)	Pension Fund Entities

Schedule 1.1(i)	Trademarks

Schedule 6.1.6	Local Counsel

Schedule 7.1.1(a)	Pledged Collateral

Schedule 7.1.1(b)	Additional Collateral Provisions

Schedule 7.1(c)	Commercial Tort Claims

Schedule 8.3	Deposit Accounts ***CONFIDENTIAL***

Schedule 9.1.11	Subsidiaries

Schedule 9.1.14	Labor Matters

Schedule 10.1.13(a)	Further Assurances and Post-Closing Conditions

Schedule 10.2.1(b)	Liens

Schedule 10.2.2(e)	Investments

Schedule 10.2.5	Closing Date Dispositions

Schedule 10.2.8	Transactions with Affiliates

Schedule 10.2.9	Burdensome Agreements

To:	RBS CITIZENS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A., as Agent

To:	RBS CITIZENS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A., as Agent

•	Central States, Southeast and Southwest Areas Pension Fund

•	Western Conference of Teamsters Pension Trust

•	I.B. of T. Union Local No. 710 Pension Fund

•	Central Pennsylvania Teamsters Pension Fund

•	Road Carriers Local 707 Pension Fund

•	Teamsters Local 641 Pension Fund

•	Teamsters Pension Trust Fund of Philadelphia and Vicinity

•	Western Conference of Teamsters Supplemental Benefit Trust Fund

•	Suburban Teamsters of No. IL. Pension Fund

•	Freight Drivers and Helpers Local 557 Pension Fund

•	Teamsters JC 83 Pension Fund

•	Hagerstown Motor Carriers and Teamsters Pension Plan

•	Trucking Employees of North Jersey Welfare Fund Inc. - Pension Fund

•	Mid-Jersey Trucking Ind. & Teamsters Local 701 Pension Fund

•	Management Labor Welfare & Pension Funds Local 1730, I.L.A.

•	Employer-Teamsters Local Nos. 175/505 Pension Trust Fund

•	International Association of Machinists Motor City Pension Fund

•	Hawaii Truckers-Teamsters Union Pension Fund

•	Southwestern Pennsylvania and Western Maryland Teamsters & Employers Pension Fund

•	Teamsters Local 617 Pension Fund

•	New England Teamsters & Trucking Industry Pension Fund

•	New York State Teamsters Conference Pension and Retirement Fund

•	Local 705 International Brotherhood of Teamsters Pension Fund

•	Western Pennsylvania Teamsters and Employers Pension Fund

•	Teamsters Local 639 Employer’s Pension Trust

•	Teamsters Local 445 Pension Fund

•	Ohio: Baker & Hostetler LLP

•	Oregon: Stoel Rives LLP

•	Michigan: Clark Hill PLC

•	Pennsylvania: Morgan, Lewis & Bockius LLP

•	Kansas: Stinson Leonard Street LLP

•	Arizona: Snell & Wilmer L.L.P.

•	IBT Agreement

•	IBT Extension Agreement

•	Within 60 days of the Closing Date, or such later date as the Agent may agree in its sole discretion, Mortgage Releases in favor of JPMorgan Chase Bank, N.A., as first lien agent, and US Bank, National Association, as second lien agent.

•	Within 30 days of the Closing Date, or such later date as the Agent may agree in its sole discretion, evidence reasonably satisfactory to the Agent or the Administrative Agent of the termination of that certain unauthorized lien filing against USF Glen Moore, Inc.

•	Within 60 days of the Closing Date, or such later date as the Agent may agree in its sole discretion, delivery of any equity interest in Newgistics, Inc., to the extent that it has not been otherwise disposed of or tendered in that ongoing tender offer by Littlejohn & Co.

•	Within 60 days of the Closing Date, or such later date as the Agent may agree in its sole discretion, delivery of Mortgages with respect to owned real property to the extent required by the Collateral and Guarantee Requirement.

•	Within 90 days of the Closing Date, or such later date as the Agent may agree in its sole discretion, evidence reasonably satisfactory to the Agent of the fulfillment by the custodial administrator of its obligations under the Custodial Administration Agreement.

•	To the extent not inconsistent with Section 10.1.7(b), the Borrowers will use commercially reasonable efforts to deliver insurance endorsements required thereunder.

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Within 5 Business Days of the Closing Date, or such later date as the Agent may agree in its sole discretion, delivery of reasonably necessary intellectual property releases from each of JP Morgan Chase Bank, National Association, as agent, in respect of the Existing Term Facility and US Bank, National Association, as collateral trustee, in relation to the Existing Series A Notes and Existing Series B Notes.

•	Incorporated by reference are all capital lease obligations provided in Schedule 10.2.3(b).

•	Included by reference are all Intercompany Notes listed on Schedule 10.2.3(b).

•	YRC Regional Transportation, Inc. owns preferred shares of Newgistics, Inc., which were converted into right to receive $3.4 million on Newgistics, Inc. merger

•	5.0% Net Share Settled Contingent Convertible Senior Notes due 2023 and the subsidiary guarantees of them, with remaining aggregate principal amount of $177,000.

•	Indebtedness arising under contracts entered into in the ordinary course of business for the purchase of goods and services, whether or not delivered or accepted, which constitute take or pay obligations.

•	Included by reference are all liens listed on Schedule 10.2.1(b).

•	Sale of property located at 2385 Route 715, Tannersville, PA 18372.

•	Sale of property located at 9711 State Avenue, Kansas City, Wyandotte County, Kansas

•	Sale of property located at 9717 State Avenue, Kansas City, Wyandotte County, Kansas

•	Sale of preferred shares of Newgistics, Inc.

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4.	Acknowledgments.

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7.	Restrictive Covenants.

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1.	DEFINITIONS, ADMINISTRATION AND CONSTRUCTION

(a)	The following capitalized terms used in this Plan shall have the following meanings given to each of them in this Section 1(a):

(b)

The Compensation Committee shall administer this Plan. The Compensation Committee may adopt rules for the administration of this Plan as it may deem necessary or advisable. The Compensation Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under this Plan, including the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this paragraph and elsewhere in this Plan. Notwithstanding any provision of law, or any explicit or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Compensation Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Compensation Committee or one or more of its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or

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(c)	Except as expressly stated to the contrary, references in this plan to “including” mean “including, without limitation” and to “persons” mean natural persons and legal entities.

2.	RETAINERS.

(a)	From time to time, the Board (or at its direction, the Compensation Committee) may set retainers for Participants for their service as a member of the Board or one or more of the Board's Committees. The current retainers for Participants are listed on Exhibit A.

(b)

Annual retainers shall be paid in advance in quarterly installments on January 1, April 1, July 1 and October 1 (or on the first business day immediately following such payment date). A Participant who joins the Board mid-term shall receive a pro-rated retainer based on the number of days remaining in his/her initial term. The initial payment shall be made as soon as administratively practicable following the Participant's commencement as a member of the Board.

3.	MEETING FEES AND EXPENSE REIMBURSEMENTS.

4.	EQUITY AWARDS.

5.	RESTRICTED STOCK UNITS.

(a)	Generally. This Section 5, except as expressly specified otherwise, applies only with respect to RSUs granted on or after the restatement date of the Plan specified above.

(b)

Grants. On the first business day following the annual meeting of stockholders of the Company held in 2014 and each year thereafter (”Grant Date“), each Participant shall receive a grant of that number of RSUs equal to $100,000 divided by the average closing price for the 30 day period immediately preceding the Grant Date. In addition to the annual grant described in the preceding sentence, the Board (or at its discretion, the Compensation Committee) may make such additional grants from time-to-time upon whatever terms it deems appropriate.

(c)	Vesting. One-third (1/3) of the RSUs will vest (i.e., no longer be subject to risk of forfeiture) on the last day of the Board term in which the Grant Date occurs (“First Vesting Date”), and one-third (1/3)

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(i)

Forfeiture. If a Participant resigns prior to the end of his/her full term with the Board, fails to stand for re-election to the Board at the end of his/her full term, stands for re-election to the Board but is not re-elected by the shareholders, or is involuntarily removed from the Board, the Participant's non-vested RSUs shall be forfeited on the date of the Participant's resignation, involuntary removal or the Board meeting where the Participant fails to stand for re-election or is not re-elected to the Board (unless the Board determines otherwise). Notwithstanding the foregoing, if a Participant dies or is deemed "Disabled" (as defined below), or if a "Change in Control" (as defined below) occurs, the provisions below shall control.

(ii)

Death and Disability. If a Participant dies or is "Disabled" (as defined herein) while serving as a director of the Company, the Participant's non-vested RSUs shall become vested on the date of the Participant's death or the date the Participant is deemed Disabled. For purposes of this Section 5, the Participant shall be considered "Disabled" if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The existence of a Disability shall be evidenced by such medical certification as the Secretary of the Company shall require and as the Committee approves.

(iii)	Change in Control of the Company. If a "Change in Control" of the Company occurs while the Participant is serving as a director of the Company, the Participant's non-vested RSUs shall become vested on the date of the Change in Control. For the purposes of this Section 5, a "Change in Control" shall be deemed to have taken place if:

(A)	a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), purchases or otherwise acquires shares of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company;

(B)

a third person, including a "group" as defined in Section 13(d)(3) of the Exchange Act purchases or otherwise acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) shares of the Company and as a result thereof becomes the beneficial owner of shares of the Company having 35 percent or more of the total voting power of the stock of the Company; or

(C)	as the result of or in connection with any cash tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions, a majority of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.

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(d)

Deferral Elections. Pursuant to a written election (a “Deferral Election”), a Participant may defer delivery of all or a portion of the shares of Common Stock underlying the RSUs, in accordance with this Section 5 and the rules prescribed by the Compensation Committee. The Company (or its designee) shall maintain an account for each Participant to record any Deferral Election made with respect to RSUs. All Deferral Elections must be delivered to the Secretary.

(i)

Initial Deferral Election. Except as otherwise provided in this Section 5, a Deferral Election with respect to RSUs must be made not later than the close of the Participant's taxable year immediately preceding the service year for which the RSUs are granted as compensation (or such other time as permitted under Section 409A of the Internal Revenue Code of 1986, as amended, and any applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder ("Section 409A")). For example, a Deferral Election for any RSUs granted in 2014 or later as compensation for services rendered in 2014, must be made no later than December 31, 2013. A Participant's Deferral Election may be changed at any time prior to the last permissible date for making the Deferral Election, and shall thereafter be irrevocable. A form of the Deferral Election is included in Exhibit B.

(ii)

First Year of Eligibility. In the case of the first year in which a director becomes eligible to participate in the Plan, the director may make an initial Deferral Election within 30 days after the director first becomes eligible to participate. Such election shall only apply with respect to RSUs relating to services performed after the election. Whether a Participant is treated as newly eligible for participation under this Plan shall be determined in accordance with Section 409A, including: (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible director as newly eligible if his benefits had been previously distributed or if he has been ineligible for 24 months.

(iii)

Special Thirteen Month Election. If the shares of Common Stock underlying the RSUs are deliverable in a year subsequent to the Grant Date and are subject to a condition requiring the Participant to continue to provide services for a period of at least twelve (12) months from the Grant Date to avoid forfeiture of the RSUs, a Deferral Election may be made on or before the 30th day after the Grant Date, provided that such Deferral Election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse. For purposes of this paragraph, a condition will not be treated as failing to require the Participant to continue to provide services for a period of at least 12 months from the Grant Date merely because the condition immediately lapses upon the death or Disability of the Participant, or upon a Change in Control that constitutes an event described in Section 409A(a)(2)(A)(v) and the Treasury Regulations thereunder, provided that if death, Disability, or such Change in Control occurs and the condition lapses before the end of such 12-month period, a Deferral Election may be given effect only if the Deferral Election is permitted under this Section without regard to this paragraph. A form of the Special Thirteen Month Director Equity Deferral Election is included in Exhibit C.

(iv)

Evergreen Election. A Participant may elect that his/her Deferral Election for an upcoming year will continue in effect for subsequent years until modified by the Participant (an "Evergreen Election"). If a Participant makes an Evergreen Election, the Participant may unilaterally modify such Deferral Election (either to terminate, increase or decrease the portion of his future RSUs which are subject to deferral) by providing a written modification

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(v)

Subsequent Deferral Election. A Participant shall be entitled to delay the delivery of shares of Common Stock underlying the RSUs pursuant to his initial Deferral Election (a "Subsequent Deferral Election") provided: (1) the Subsequent Deferral Election does not take effect until at least twelve (12) months after the date on which the Subsequent Deferral Election is made, (2) if the Subsequent Deferral Election relates to a payment event other than the death or Disability of the Participant, the Subsequent Deferral Election defers payment for a period of at least five (5) years from the date such payment would otherwise have been made but for such Subsequent Deferral Election, and (3) if the Subsequent Deferral Election relates to a payment at a specified time or pursuant to a fixed schedule, the Subsequent Deferral Election is made not less than 12 months before the date the payment is scheduled to be paid.

(e)	Delivery of Shares. The Company shall deliver one share of Common Stock for each vested RSU, as described below:

(i)	RSUs Not Deferred. If the Participant does not timely elect to defer delivery of the shares of Common Stock underlying the RSUs pursuant to a Deferral Election on file with the Company's Secretary, the Company shall deliver to the Participant one share of Common Stock for each vested RSU within 90 days following the applicable vesting date.

(ii)

RSUs Deferred. If a Participant timely elects to defer delivery of the shares of Common Stock underlying the RSUs pursuant to a Deferral Election on file with the Company's Secretary, the Company shall deliver to the Participant one share of Common Stock for each vested RSU for which a Deferral Election has been made, on the earlier of the Participant's separation from service with the Board, death, Disability, Change in Control, or date specified by the Participant in his/her Deferral Election (each a "Payment Event"). Actual delivery of the shares shall be made within 90 days of the Payment Event, if such Payment Event is a separation from service with the Board, death, Disability, or a specified date elected by the Participant. Upon a Change in Control, delivery of the shares shall occur on the date of the Change in Control.

(iii)	Change in Control. Notwithstanding the foregoing, if the Participant's RSUs are not exempt from Section 409A the Company shall not deliver shares of Common Stock upon a Change in Control, unless the Change in Control also constitutes an event described in Section 409A (a)(2)(A)(v) and the Treasury Regulations thereunder.

(f)

Dividend Equivalents. If the Company declares a cash dividend on its Common Stock, the Company shall credit to a bookkeeping account established for each Participant an amount equal to the cash value of the dividend that would have been paid to the Participant if each RSU (whether vested or unvested) was a share of Common Stock held by the Participant ("Dividend Equivalents"). No interest or other additions shall be earned on amounts credited to such Dividend Equivalent account. Dividend Equivalents shall be paid at the same time as the delivery date of the shares of Common Stock underlying the vested RSUs to which the accrued Dividend Equivalents relate. Any Dividend Equivalents relating to any forfeited RSUs shall be forfeited.

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(g)

Beneficiary. If a Participant dies, the Company shall pay any amounts deferred under this Plan to the beneficiary or beneficiaries, if any, that the Participant designates to the Secretary in writing during the Participant's lifetime. During his/her lifetime, the Participant may revoke or change any designation of beneficiary by delivering the revocation or designation in writing to the Secretary. If no beneficiary is designated or survives the Participant, then the accounts shall be issued and paid to the Participant's surviving spouse (or, if none, personal representative).

(h)	Unfunded. The Participant understands that all deferrals hereunder (i.e., the balance of his/her accounts) are unfunded, will be represented by appropriate bookkeeping entries and any such amounts due the Participant shall be unsecured, general obligations of the Company.

(i)

409A. This Section 5 and any Equity Award agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A. Neither the Company nor its directors, officers, executives, or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant as a result of the application of Section 409A. Notwithstanding anything in this Plan or any Equity Award agreement to the contrary, all payments and benefits under this Plan that would constitute non-exempt “deferred compensation” for purposes of Section 409A and that would otherwise be payable or distributable hereunder by reason of the Participant's separation from service on the Board, will not be payable or distributable to the Participant unless the circumstances giving rise to such separation from service meet any description or definition of “separation from service” in Section 409A (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.”

6.	GENERAL

(a)	Except by the laws of descent and distribution if a Participant dies, the rights and benefits of this Plan may not be assigned or otherwise transferred. A Participant shall cease to be a Participant under this Plan upon the Participant's termination of his/her directorship with the Company whether by death, disability, retirement, resignation or removal.

(b)	Any notice to the Company that this Plan requires shall be in writing, addressed to the Secretary and be effective when the Secretary receives the notice.

(c)	This Plan and any determination or action taken respecting this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its law of conflicts of law.

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VESTING SCHEDULE:	1/3rd of the Restricted Stock Units will vest on ___ ("First Vesting Date"), the first anniversary of the First Vesting Date, and the second anniversary of the First Vesting Date

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1.

Non-transferability. No rights under the Restricted Stock Unit Agreement shall be transferable otherwise than by will or the laws of descent and distribution, and, except to the extent otherwise provided herein, the rights and the benefits of the Restricted Stock Unit Agreement may be exercised and received, respectively, during the lifetime of the Participant only by the Participant or by the Participant's guardian or legal representative.

2.

Limitation of Liability. Under no circumstances will the Company be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Plans, the Restricted Stock Unit Agreement or the Company's role as Plan sponsor.

3.

Units Subject to Plans. Copies of the Plans are included with the Restricted Stock Unit Agreement. The provisions of the Plans as now in effect and as the Plans may be amended in the future (but only to the extent such amendments are allowed by the provisions of the Plans) are hereby incorporated in the Restricted Stock Unit Agreement by reference as though fully set forth herein. Upon request to the Secretary of the Company, the Participant may obtain a copy of the Plans and any amendments.

4.	Definitions. Unless redefined herein, all terms defined in the Plans have the same meaning when used as capitalized terms in these Terms and Conditions.

5.

Compliance with Regulatory Requirements. Notwithstanding anything else in the Plans, the shares of Common Stock underlying the Units that are delivered to the Participant may not be sold, pledged or hypothecated unless the Company is in compliance with all regulatory requirements regarding registration of the shares to be issued under the terms of the Plans, and in any event only to the extent permitted under federal securities laws and the Company's Securities Trading and Disclosure Policy.

(1)	I have reviewed this report on Form 10-K of YRC Worldwide Inc.;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)	I have reviewed this report on Form 10-K of YRC Worldwide Inc.;

(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of YRC Worldwide Inc.

(1)	The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of YRC Worldwide Inc.