YRC Worldwide Inc. (NASDAQ:YRCW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
First Amendment to the Second Amended and Restated Contribution Deferral Agreement
On January30, 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 December31, 2022, (b) provides for annual scheduled amortization of the Deferred Pension Payments equal to 2.0% of the amount outstanding as of November30 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, 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 January30, 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 February13, 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.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
| 10.1 | Amendment No. 1 to Second Amended and Restated Contribution Deferral Agreement among YRC Inc., USF Holland LLC, New Penn Motor Express LLC 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. |
| 10.2 | Amendment No.3 to Loan and Security Agreement by and among the Company, certain of the Company’s subsidiaries party thereto, the lenders party thereto and Citizens Business Capital as agent. |
| 99.1 | Press Release dated January31, 2018. |
YRC Worldwide Inc. ExhibitEX-10.1 2 d520490dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 Dated as of January 30,…To view the full exhibit click here
About YRC Worldwide Inc. (NASDAQ:YRCW)
YRC Worldwide Inc. (YRC Worldwide) is a holding company that, through its subsidiaries and its interest in a Chinese joint venture, offers a range of transportation services. The Company has a less-than-truckload (LTL) networks in North America with local, regional, national and international capabilities. It offers supply chain solutions enabling customers to ship industrial, commercial and retail goods. The Company operates through two segments: YRC Freight and Regional Transportation. The Company’s YRC Freight segment is focused on business opportunities in national, regional and international markets. YRC Freight provides for the movement of industrial, commercial and retail goods. The Company’s Regional Transportation segment is a transportation service provider focused on business opportunities in the regional and next-day delivery markets. Regional Transportation comprises USF Holland Inc. (Holland), New Penn Motor Express, Inc. (New Penn) and USF Reddaway Inc. (Reddaway).
