YRC Worldwide (YRCW)

Escrow Termination, Prepayments and Borrowings

Prior to the Credit Agreement Amendment, the Company and its subsidiaries had deposited approximately $73 million of net cash proceeds from real estate assets sales into an escrow account (the “Escrow Account”). On June 17, 2009, (i) all funds in the Escrow Account (except for $3,571,405 that was released to the Company to prepay the Obligations under the Contribution Deferral Agreement on or before June 30, 2009 (the “Allowed Pension Fund Prepayment”)) were released to the Administrative Agent to prepay the revolving loans under the Credit Agreement (without a corresponding permanent reduction of the revolving commitments) and (ii) the agreement governing the Escrow Account was terminated.

Prior to the Credit Agreement Amendment, for any real estate asset sale (other than the sale and lease back transaction with NATMI Truck Terminals, LLC) the net cash proceeds of which, together with the aggregate amount of net cash proceeds from all such asset sales occurring on or after January 1, 2009 but on or before July 15, 2009, were less than or equal to $300 million, 50 percent of such proceeds was used to prepay outstanding revolving loans under the Credit Agreement (without a corresponding permanent reduction of the revolving commitments) (the “Revolver Reserve Amount”) and the remaining 50 percent was deposited into the Escrow Account.

Due to the release of funds from, and the termination of, the Escrow Account, for any such real estate asset sale that closes on or after June 17, 2009 the net cash proceeds (after deduction for prepayments of a portion of the Obligations pursuant to the Contribution Deferral Agreement) of which, together with the aggregate amount of net cash proceeds from all such asset sales occurring on or after January 1, 2009 and on or prior to July 15, 2009, is less than or equal to $300 million, 100 percent of such proceeds will be used to prepay outstanding revolving loans under the Credit Agreement (without a corresponding permanent reduction of the revolving commitments) with 50 percent of such proceeds added to the Revolver Reserve Amount. At 12:00am on July 16, 2009, the revolving commitments under the Credit Agreement will be permanently reduced by an amount equal to the Revolver Reserve Amount. In addition, prior to July 16, 2009, the Company may only borrow funds or request the issuance of letters of credit from the Revolver Reserve Amount under the Credit Agreement with the approval of lenders with at least two-thirds of the aggregate revolving loan and term loan exposure and unused commitments.

If the Company, its domestic subsidiaries (other than Yellow Roadway Receivables Funding Corporation) and YRC Assurance Co. Ltd, collectively, have more than $150 million in Permitted Investments (as defined in the Credit Agreement) as of any business day (the “Allowable Permitted Investments”), then the Company must prepay the outstanding revolving loans under the Credit Agreement in an amount equal to such excess (without a corresponding permanent reduction of the revolving commitments) the next business day. In addition, the Company may only borrow funds or request the issuance of letters of credit under the Credit Agreement to the extent that the Allowable Permitted Investments are less than $150 million.