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Item 1.01.
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Entry into a Material Definitive Agreement.
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First Amendment to the Second Amended and Restated
Contribution Deferral Agreement
On January 30, 2018, YRC Inc., USF Holland LLC (formerly USF Holland Inc.), New Penn Motor Express LLC (formerly
New Penn Motor Express, Inc.), and USF Reddaway Inc., as primary obligors (the “Primary Obligors” and each subsidiaries of YRC Worldwide Inc. (the “Company”)), entered into Amendment No. 1 (the “First Amendment to the
CDA”) to the Second Amended and Restated Contribution Deferral Agreement with the Trustees for the Central States, Southeast and Southwest Areas Pension Fund, certain pension funds party thereto, certain other pension funds party thereto as
Exiting Funds (as defined therein) and Wilmington Trust Company, as agent (the “CDA”). All capitalized terms used below but not defined herein shall have the meaning ascribed to such terms in the CDA.
The First Amendment to the CDA, among other things: (a) extends the final maturity date of obligations under the CDA to December 31, 2022, (b)
provides for annual scheduled amortization of the Deferred Pension Payments equal to 2.0% of the amount outstanding as of November 30 of each applicable year and (c) amends the definition of Event of Default to include an Event of Default
in the event net cash proceeds from certain equity offerings are used to pay bonuses to executive officers or directors or make certain dividends or distributions as set forth therein.
Additionally, pursuant to the First Amendment to the CDA, the Primary Obligors made a
one-time
payment of $25,000,000
to Wilmington Trust Company, as agent under the CDA, for the benefit of the Funds on account of the Deferred Interest and Deferred Pension Payments thereunder.
The foregoing description of the First Amendment to the CDA does not purport to be complete, and is qualified in its entirety by reference to the full text of
the First Amendment to the CDA, a copy of which is filed as Exhibit 10.1 to this current Report on Form
8-K
and is incorporated herein by reference.
Third Amendment to the Loan and Security Agreement
On
January 30, 2018, the Company and certain of its subsidiaries entered into Amendment No. 3 (the “Third Amendment to the LSA”) to the Loan and Security Agreement (the “LSA”), which amends the Loan and Security Agreement,
dated as of February 13, 2014, by and among the Company, certain of the Company’s subsidiaries party thereto, the lenders party thereto and Citizens Business Capital, a division of Citizens Asset Finance, Inc., a subsidiary of Citizens,
N.A., as agent (the “Agent”).
The Amendment, among other things, (i) grants the Agent discretion as to whether mortgages will be required
in respect of material properties and (ii) permits the extension of the obligations under the CDA on the terms described above.
The foregoing
description of the Third Amendment to the LSA does not purport to be complete, and is qualified in its entirety by reference to its full text, a copy of which is filed as Exhibit 10.2 to this Current Report on Form
8-K.