Exhibit 1.2
Waiver Agreement Certification
This Waiver Agreement is entered into by the parties hereto in connection with the UST Tranche A Term Loan Credit Agreement dated as of July 7, 2020, and the UST Tranche B Term Loan Credit Agreement dated as of July 7, 2020, each entered into pursuant to Division A, Title IV, Subtitle A, section 4003 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (P. L. 116-136), as amended. The party named below, and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Waiver Agreement may result in administrative remedies as well as civil and/or criminal penalties.
YELLOW CORPORATION,
as Borrower
By: /s/ Darren D. Hawkins_____
First Authorized Representative: Darren D. Hawkins
Title: Chief Executive Officer
By: /s/ Daniel L. Olivier
Second Authorized Representative: Daniel L. Olivier
Title: Chief Financial Officer
1
WAIVER AGREEMENT
This waiver agreement (this “Waiver Agreement”) is dated as of July 7, 2023. Reference is made to that certain UST Tranche A Term Loan Credit Agreement and that certain UST Tranche B Term Loan Credit Agreement, each dated as of July 7, 2020, among YELLOW CORPORATION (formerly known as YRC WORLDWIDE INC.), a corporation organized under the laws of Delaware (the “Borrower”), the Guarantors party thereto from time to time, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”), and THE BANK
OF NEW YORK MELLON, as administrative agent (in such capacity, including any permitted successor or assign thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any permitted successor or assign thereto, the “Collateral Agent”) for Treasury (each as amended, amended and restated, restated, supplemented, or otherwise modified from time to time, a “Credit Agreement,” and together, the “Credit Agreements”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in the relevant Credit Agreement.
RECITALS
WHEREAS, pursuant to Section 7.10 of each Credit Agreement, the Borrower covenanted to not permit the Consolidated EBITDA for the Test Period ending June 30, 2023, and for each Test Period thereafter, to fall below $200,000,000 (the “Financial Covenant”);
WHEREAS, the Borrower has requested that Treasury waive the Financial Covenant with respect to the Test Period ending June 30, 2023;
WHEREAS, Treasury, constituting the Required Lenders (as defined in each Credit Agreement), has agreed to waive the Financial Covenant solely with respect to the Test Period ending June 30, 2023, pursuant to this Waiver Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors party hereto, and the Required Lenders party hereto have agreed to enter into this Waiver Agreement:
2
duly executed by the Borrower, the Guarantors party hereto, and the Required Lenders and acknowledged by the Administrative Agent;
3
4
[Signature Pages to Follow]
5
IN WITNESS WHEREOF, the Borrower and Treasury, constituting the Required Lenders, have caused this Waiver Agreement to be duly executed and delivered by their respective officers thereunto duly authorized.
YELLOW CORPORATION,
as Borrower
By:__/s/ Darren D. Hawkins_____
Name: Darren D. Hawkins
Title: Chief Executive Officer
By: /s/ Daniel L. Olivier________
Name: Daniel L. Olivier
Title: Chief Financial Officer
6
1105481 ONTARIO INC. EXPRESS LANE SERVICE, INC.
NEW PENN MOTOR EXPRESS LLC ROADWAY EXPRESS INTERNATIONAL, INC.
ROADWAY LLC
ROADWAY NEXT DAY CORPORATION USF BESTWAY INC.
USF DUGAN INC.
USF HOLLAND INTERNATIONAL SALES CORPORATION
USF HOLLAND LLC USF REDDAWAY INC. USF REDSTAR LLC
YELLOW LOGISTICS, INC. (F/K/A HNRY LOGISTICS, INC.)
YRC ASSOCIATION SOLUTIONS, INC. YRC ENTERPRISE SERVICES, INC. YRC FREIGHT CANADA COMPANY YRC INC.
YRC INTERNATIONAL INVESTMENTS, INC.
YRC LOGISTICS INC.
YRC LOGISTICS SERVICES, INC. YRC MORTGAGES, LLC
YRC REGIONAL TRANSPORTATION, INC.,
each as a Guarantor
By:__/s/ Darren D. Hawkins_____
Name: Darren D. Hawkins
Title: Chief Executive Officer
7
UNITED STATES DEPARTMENT OF THE TREASURY,
as Required Lenders
By: __/s/ Jessica Milano_____________
Name: Jessica Milano
Title: Chief Program Officer
8
Acknowledged by:
THE BANK OF NEW YORK MELLON,
as Administrative Agent
By: __/s/ Louis Abitante____________
Name: Louis Abitante
Title: Vice President
9