Exhibit 99.1

EXECUTION COPY

Private and Confidential

                             July 7, 2011

YRC Worldwide Inc.

$400,000,000 Senior Secured Credit Facilities

Commitment and Engagement Letter

YRC Worldwide Inc.

10990 Roe Avenue

Overland Park, KS 66211

Ladies and Gentlemen:

YRC Worldwide Inc. (the “Company” or “you”) has requested that (a) J.P. Morgan Securities LLC (“JPMorgan”) agree to structure, arrange and syndicate for a special purpose, bankruptcy remote subsidiary of the Company (the “Borrower”), an accounts receivable securitization facility consisting of (i) a senior secured first-out term facility in an aggregate amount of $175,000,000 (the “First Out Facility”) and (ii) a senior secured last-out term facility in an aggregate amount of $225,000,000 (the “Last Out Facility” and, together with the First Out Facility, the “Facilities”), (b) JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank” and, together with JPMorgan, the “JPMorgan Bank Parties”) agree to serve as administrative agent for the Facilities and (c) The Catalyst Capital Group Inc. (on behalf of funds managed by it) (“Catalyst”), Cyrus Capital Partners, L.P. (“Cyrus”) and Owl Creek Investments I, LLC (“Owl Creek”, and together with Catalyst and Cyrus, collectively, the “Steering Group Commitment Parties” and, the Steering Group Commitment Parties, together with JPMorgan Chase Bank and JPMorgan, the “Bank Parties”, “we” or “us”) commit to provide the entire principal amount of the Facilities.

JPMorgan is pleased to advise you of its agreement to use commercially reasonable efforts to assemble a syndicate of financial institutions for the Last Out Facility.

Furthermore, (a) the Steering Group Commitment Parties are pleased to advise you of their commitment, severally and not jointly, to each provide $58,333,333.33 of the First Out Facility (the “First Out Commitment”) and (b) the Steering Group Commitment Parties are pleased to advise you of their commitment, severally and not jointly, to each provide up to $75,000,000 of the Last Out Facility (the “Last Out Backstop Commitment” and, together with the First Out Commitment, the “Commitments”), in each case, upon the terms and subject to the conditions set forth or referred to in this commitment and engagement letter (the “Commitment Letter”) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”).

It is agreed that JPMorgan Chase Bank will act as the sole and exclusive Administrative Agent for the Facilities, and that JPMorgan will act as the sole and exclusive Lead Arranger and Bookrunner (in such capacity, the “Lead Arranger”), for the Facilities. You agree that no other agents, co-agents or

arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letters referred to below) will be paid in connection with the Facilities unless you and we shall so agree.

The JPMorgan Bank Parties intend to syndicate the Last Out Facility to a group of financial institutions (together with the Steering Group Commitment Parties, the “Lenders”) identified by them in consultation with you. The JPMorgan Bank Parties intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist the JPMorgan Bank Parties in completing a syndication reasonably satisfactory to them until the earlier of achieving Successful Syndication and the 60^th day after the Closing Date. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing lending relationships, (b) direct contact between your senior management and advisors and the proposed Lenders at times and locations to be mutually agreed upon, (c) your preparing and providing to the JPMorgan Bank Parties all information (other than information the disclosure of which would violate a confidentiality agreement or waive attorney-client privilege) with respect to the Company, the Originators (as defined in the Term Sheet), the Borrower and their respective subsidiaries and the Transactions (as defined in the Term Sheet), including all financial information and Projections (as defined below), as the JPMorgan Bank Parties may reasonably request within a reasonable period of time after request therefor by them in connection with the arrangement and syndication of the Last Out Facility and your assistance in the preparation of one or more confidential information memoranda (each, a “Confidential Information Memorandum”) and, to the extent reasonably necessary for syndication within a reasonable period of time after request therefor by the JPMorgan Bank Parties, other customary marketing materials to be used in connection with the syndication (all such information, memoranda and material, “Information Materials”), (d) your hosting, with the JPMorgan Bank Parties, of one or more meetings of prospective Lenders at times and locations to be mutually agreed and (e) promptly following our reasonable request, your using your commercially reasonable efforts to obtain (x) public corporate credit and/or corporate family ratings for the Borrower and (y) public ratings for the Facilities, in each case from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”) as soon as practicable.

At the request of the JPMorgan Bank Parties, you agree to assist in the preparation of a version of each Confidential Information Memorandum or other Information Material (a “Public Version”) consisting exclusively of information with respect to you and your affiliates and the Transactions that is either publicly available or not material with respect to you and your affiliates or the Transactions for purposes of United States federal and state securities laws (such information, “Non-MNPI”). Such Public Versions, together with any other information prepared by you or your affiliates or representatives and conspicuously marked “Public” (collectively, the “Public Information”), which at a minimum means that the word “Public” will appear prominently on the first page of any such information, may be distributed by the JPMorgan Bank Parties to prospective Lenders who have advised us that they wish to receive only Non-MNPI (“Public Side Lenders”), and you shall be deemed to have authorized the Public Side Lenders to treat such Public Versions and such marked information as containing Non-MNPI. You acknowledge and agree that, in addition to Public Information and unless you promptly notify the JPMorgan Bank Parties otherwise and provided that, with regard to clauses (a) and (b) below only, you shall be given a reasonable opportunity to review such documents and comply with the U.S. Securities and Exchange Commission (the “SEC”) disclosure requirements, (a) drafts and final definitive documentation with respect to the Facilities, (b) administrative materials prepared by the JPMorgan Bank Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of the Last Out Facility may be distributed to Public Side Lenders.

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You hereby agree that until the earlier of achieving a Successful Syndication and the 60^th day following the Closing Date, there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower, the Company or any subsidiary thereof (other than the Specified Debt).

You acknowledge that the JPMorgan Bank Parties’ public-side employees and representatives who are publishing debt analysts may participate in any meetings held pursuant to clause (d) of the second preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i) until the syndication of the Last Out Facility has been completed upon the making of allocations by the JPMorgan Bank Parties and the JPMorgan Bank Parties freeing the Last Out Facility to trade or (ii) in violation of any confidentiality agreement between you and the relevant JPMorgan Bank Party.

In connection with the JPMorgan Bank Parties’ distribution to prospective Lenders of any Confidential Information Memorandum and, upon our request, any other Information Materials, you will execute and deliver to the JPMorgan Bank Parties a customary authorization letter authorizing such distribution and, in the case of any Public Version thereof, representing that it only contains Non-MNPI. Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating JPMorgan Bank Parties with respect to any use thereof and of any related Information Materials by the recipients thereof.

As the Lead Arranger, JPMorgan will, in consultation with you, manage all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In acting as the Lead Arranger, JPMorgan will have no responsibility other than to arrange the syndication as set forth herein and shall not be subject to any fiduciary or other implied duties.

You hereby represent and covenant that (a) all written information (including all Information Materials), other than the Projections and information of a general economic or industry nature (the “Information”) that has been or will be made available to the JPMorgan Bank Parties by you or any of your representatives, is or will be, when furnished (when taken as a whole), complete and correct in all material respects and does not or will not, when furnished (when taken as a whole), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the JPMorgan Bank Parties by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished to the JPMorgan Bank Parties (it being recognized by the JPMorgan Bank Parties that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date and thereafter until completion of our syndication efforts, you become aware that any of the representations in the preceding sentence is incorrect, in any material respect, then you will promptly supplement the Information and the Projections so that such representations are correct, in all material respects, under those circumstances. You understand that in arranging and syndicating the Last Out Facility the JPMorgan Bank Parties may use and rely on the Information and Projections without independent verification thereof.

As consideration for the JPMorgan Bank Parties’ agreements to perform the services described herein, you agree to pay or cause to be paid to the JPMorgan Bank Parties the nonrefundable fees set

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forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith (the “Facilities Fee Letter” and, together with the Work Fee Letter described herein, the “Fee Letters”).

The Steering Group Commitment Parties’ commitments hereunder and the JPMorgan Bank Parties’ agreement to perform the services described herein are subject to the following (but only the following) conditions precedent, with the determination of whether such conditions have been satisfied to be made in each Bank Parties’ sole discretion:

it being understood that there are no conditions to the commitments hereunder other than those that are expressly stated to be conditions to the initial funding under the Facilities on the Closing Date (and upon satisfaction or waivers of such conditions, the initial funding under the Facilities shall occur).

You agree (a) to indemnify and hold harmless JPMorgan Chase Bank, JPMorgan, the Steering Group Commitment Parties, their affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facilities, the use of the proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding (“Action”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person promptly after demand therefor for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct, bad faith or gross negligence of, or material breach of this Commitment Letter or the Fee

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Letters by, such indemnified person (or the officers, directors, employees, advisors, agents or other controlled persons of such indemnified person) or (ii) to the extent arising from any dispute solely among indemnified persons other than claims against the Lead Arranger in its capacity as such or in its fulfilling its role as an Administrative Agent, and (b) to reimburse JPMorgan Chase Bank, JPMorgan, the Steering Group Commitment Parties and their affiliates promptly after demand therefor for all reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket due diligence expenses, syndication expenses and expenses, travel expenses, and fees, charges and disbursements of counsel; provided that there shall be not more than two primary counsel and one additional local counsel in each material jurisdiction for all indemnified persons and, solely in the case of an actual or potential conflict of interest, on additional legal counsel in each applicable jurisdictions of the affected indemnified person, taken as a whole) incurred in connection with the Facilities and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letters and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. Subject to the indemnification obligations in the immediately preceding sentence, no party hereto shall be liable for any special, indirect, punitive or consequential damages in connection with its activities related to the Facilities. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages are found by a final non-appealable judgment of a court to arise from the willful misconduct, gross negligence or bad faith of such indemnified person (or the officers, directors, employees, advisors, agents or other controlled persons of such indemnified person). You shall not be liable for any settlement of any Action effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final judgment for the plaintiff in any such Actions, you agree to indemnify and hold harmless each indemnified person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this paragraph.

This Commitment Letter shall not be assignable by you without the prior written consent of each Bank Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. If the Bank Parties assign any of their commitments hereunder they shall remain obligated under such commitments until the initial funding shall occur and any consent or approval right hereunder or under the Term Sheet shall vest solely with them. The Bank Parties reserve the right to employ the services of their affiliates in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates certain fees payable to the Bank Parties in such manner as the Bank Parties and their affiliates may agree in their sole discretion. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, JPMorgan Chase Bank, JPMorgan and the Steering Group Commitment Parties. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter, the Work Fee and Expense Deposit Letter dated as of May 18, 2011, between the Company, JPMorgan Chase Bank and JPMorgan (as amended, the “Work Fee Letter”) and the Facilities Fee Letter are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto. The confidentiality provisions in the Work Fee Letter are superseded by the confidentiality provisions set forth in this Commitment Letter.

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This Commitment Letter and any claim, controversy or dispute arising under or related to this Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or any Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, without our prior written consent, to any other person except (a) to your employees, officers, directors, accountants, agents, attorneys, financial advisors and other advisors who are directly involved in the consideration of this matter, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree, to the extent permitted by applicable law, to inform us promptly thereof), (c) the Term Sheet (or the existence and content thereof) but not the Commitment Letter or any Fee Letter to any Ratings Agency in connection with the Transactions or (d) on a confidential and need to know basis (and with respect to the Fee Letter, redacted in a manner reasonably satisfactory to us) to the financial advisors and outside legal counsel of the Steering Group (as defined in the Existing Credit Agreement), the IBT (as defined in the Existing Credit Agreement), the Teamsters National Freight Industry Negotiating Committee and the Pension Fund Entities (as defined in the Existing Credit Agreement); provided, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letters and their terms and substance) after this Commitment Letter has been accepted by you.

You acknowledge that each JPMorgan Bank Party (or an affiliate) is a full service securities firm and such person may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, your affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. In addition, each JPMorgan Bank Party and its affiliates will not use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by such JPMorgan Bank Party and its affiliates of services for other companies or persons and the JPMorgan Bank Party and its affiliates will not furnish any such information to any of their other customers. You also acknowledge that the JPM Bank Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Bank Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Bank Parties have advised or are advising you on other matters, (b) the Bank Parties, on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of the Bank Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Bank Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Bank Parties have no obligation to disclose such interests and transactions to you, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (f) each Bank Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (g) none of the Bank Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Bank Party and you or any such affiliate.

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You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to the transactions contemplated hereby, this Commitment Letter or the Fee Letters or the performance of services hereunder or thereunder. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive, to the extent permitted by applicable law, any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. You and we hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the Fee Letters or the performance of services hereunder or thereunder.

Each of the Bank Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Borrower and each Originator, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Borrower and each Originator in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Bank Parties and each Lender.

The reimbursement, indemnification, jurisdiction and confidentiality provisions contained herein, and in the Fee Letters shall remain in full force notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that the reimbursement, indemnification, jurisdiction and confidentiality provisions contained herein shall be superseded in their entirety by the definitive documentation.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Facilities Fee Letter by returning to us executed counterparts hereof and of the Facilities Fee Letter not later than 5:00 p.m., New York City time, on July 7, 2011. The Steering Group Commitment Parties’ respective commitments and the JPMorgan Bank Parties’ agreements herein will expire at such time in the event we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the initial borrowing under the Facilities does not occur on or before the Expiration Date, then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “Expiration Date” means the earlier of (i) July 22, 2011 and (ii) the refinancing of the Existing ABS Facility (as defined in the Term Sheet), without the use of the Facilities.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Commitment Letter

Commitment Letter

Commitment Letter

Commitment Letter

Accepted and agreed to as of

the date first written above by:

Commitment Letter

Exhibit A

$400,000,000 Senior Secured Credit Facilities

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

July 7, 2011

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SCHEDULE I

Transactions

Reference is made herein to (1) that certain Credit Agreement, dated as of August 17, 2007, by and among the Company, the other borrowers thereto, JPMorgan Chase Bank, as administrative agent (the “Existing Agent”) and the lenders party thereto (the “Existing Lenders”) (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and the facilities thereunder, the “Existing Credit Facilities”), (2) that certain Third Amended and Restated Receivables Purchase Agreement, dated as of April 18, 2008, with certain domestic subsidiaries of the Company and the Company as guarantor of certain obligations (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Existing ABS Facility”), (3) that certain Contribution Deferral Agreement, dated as of June 17, 2009, pursuant to which, as of June 30, 2011, approximately $152,000,000 will be outstanding in principal and interest which is secured by certain owned real estate (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Pension Note”), (4) that certain YRC Worldwide Inc. Summary of Principal Terms of Proposed Restructuring, dated as of February 22, 2011 (the “Restructuring Term Sheet”) and (5) a new management equity incentive plan (the “Management Incentive Plan”) which will be entered into as soon as reasonably practicable after the Closing Date to provide designated members of the Company management with New Common Stock (as defined in the Restructuring Term Sheet) and/or stock option awards, exercisable for New Common Stock.

Capitalized terms used but not defined in this Schedule I shall have the meanings set forth in the Term Sheet to which this Schedule I is attached. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Schedule I shall be determined by reference to the context in which it is used.

The Company intends to undertake the transactions described below in order to implement an out-of-court restructuring.

In connection with the foregoing, it is intended that:

(1) The LC Facility (as defined below) and outstanding letters of credit will remain in place on their current terms as part of the Amended Term Loan (as defined below); provided, however, the LC Facility shall have an interest rate of 7.5% per annum payable in cash. All obligations with respect to the LC Facility will remain unaffected and all letters of credit will remain outstanding according to their current terms and the Company will be able to renew, continue or extend such letters of credit in accordance with the terms of the LC Facility. No new letters of credit may be issued under the LC Facility unless the aggregate drawable amount of all letters of credit is not increased after giving effect to the issuance of such new letter of credit.

(2) In exchange for the Existing Credit Agreement Claims¹, Existing Lenders will receive:

(...continued)

(a) 72.5% of the New Common Stock², subject to dilution on account of the Management Incentive Plan, (b) $140,000,000 of Restructured Convertible Secured Notes (as defined below) and (c) loans under the Amended Term Loan, which loans will be in the initial principal amount of the Non-LC Existing Credit Agreement Claims minus $305,000,000 (the “New Term Loan Amount”).

(3) $140,000,000 in aggregate principal amount of new convertible secured notes (the “Restructured Convertible Secured Notes”)³ will be issued under an indenture that includes the following terms among others: (a) convertible at the holder’s option on and after the second anniversary of the Closing Date into New Common Stock at a conversion price based on a pre-conversion $400,000,000 equity valuation, (b) a lien on all collateral securing the Amended Term Loan/LC Facility which liens shall be junior only to the liens securing the Amended Term Loan/LC Facility (except that the liens securing the Restructured Convertible Secured Note shall also be junior to (i) the liens securing the Pension Note solely with respect to the collateral securing the Pension Note on a first priority basis and (ii) other permitted liens to be mutually agreed) and equal and ratable only with the liens securing the New Money Convertible Secured Notes (as defined below), (c) maturity date of March 31, 2015, (d) an interest rate of 10% per annum, which shall be paid in kind on a semi-annual basis, (e) callable at par plus accrued interest, (f) registration rights, (g) votes as equity on an as converted basis, and (h) other market terms.

(4) The existing term loan under the Existing Credit Agreement shall be amended and restated (the “Amended Term Loan”). Initially the Amended Term Loan will be in the aggregate principal amount of the New Term Loan Amount. The Amended Term Loan will include the LC Facility. The Amended Term Loan will contain the following terms, among others: (a) a first priority lien on all collateral currently securing the Existing Credit Agreement (except that the liens securing the Amended Term Loan shall be junior to (i) the liens securing the Pension Note solely with respect to the collateral securing the Pension Note on a first priority basis and (ii) other permitted liens to be mutually agreed by the parties to the Amended Term Loan and pari passu with no other liens except the liens securing the LC Facility if the LC Facility is a stand-alone facility), (b) an interest rate of 10.0% per annum payable in cash on a monthly basis, (c)

(continued...)

maturity date of March 31, 2015, (d) 75% of asset sale net cash proceeds received by the Loan Parties (as defined in the Existing Credit Agreement) shall be used to pay down the Amended Term Loan and collateralize the LCs on a pro rata basis (subject to certain exceptions to be mutually agreed) and (e) other terms similar to term loans issued under the Existing Credit Agreement. Pursuant to the amendment and restatement of the Existing Credit Agreement, the revolving credit facility under the Existing Credit Agreement shall be terminated as of the Closing Date.

(5) The Company will issue $100,000,000 in aggregate principal amount of new convertible secured notes (the “New Money Convertible Secured Notes” and together with the Restructured Convertible Secured Notes, the “New Convertible Secured Notes”) under an indenture that includes the following terms among others: (a) convertible at the holder’s option at any time into New Common Stock at a conversion price based on $118,000,000 equity valuation, (b) a lien on all collateral securing the Amended Term Loan/LC Facility which liens shall be junior only to the liens securing the Amended Term Loan/LC Facility (except that the liens securing the New Money Convertible Notes shall also be junior to (i) the liens securing the Pension Note solely with respect to the collateral securing the Pension Note on a first priority basis and (ii) other permitted liens to be mutually agreed by the parties to the New Money Convertible Secured Notes and the New Convertible Secured Notes) and equal and ratable only with the liens securing the Restructured Convertible Secured Notes, (c) maturity date of March 31, 2015, (d) an interest rate of 10% per annum, (e) registration rights, (f) non-callable through maturity, (g) votes as equity on an as converted basis and (h) other market terms. All holders of Credit Agreement Claims will have the opportunity to purchase the New Money Convertible Secured Notes on a pro rata basis.

(6) The Existing ABS Facility will be satisfied in full in cash.

(7) The Convertible Notes Claims⁴ will remain outstanding.

(8) The Pension Note will be amended to (a) extend the maturity until March 31, 2015, (b) defer any accrued interest and fees as of the Closing Date until maturity, (c) provide for contract rate cash interest⁵ beginning on the Closing Date and (d) eliminate any mandatory amortization payments (other than in connection with permitted sales of the collateral securing the Pension Note). The Pension Note will retain a lien on the assets that constitute its current collateral.

(9) The holders of Old Equity will receive 2.5% of the New Common Stock, subject to dilution on account of the Management Incentive Plan and the New Convertible Secured Notes.

(10) The employees of the Company that are members of the IBT (as defined in the Restructuring Term Sheet) will collectively receive 25% of the New Common Stock, subject to dilution on account of the Management Incentive Plan and the New Convertible Secured Notes (the “Employee Distribution”).

(11) The Company will use commercially reasonable efforts to list the New Common Stock on at least one of the New York Stock Exchange, American Stock Exchange or Nasdaq National Market System. Registration Rights will be available to holders of 10% or more of the New Common Stock.

(12) Costs, fees and expenses incurred in connection with the foregoing transactions (including debt prepayment premiums, if any) will be paid (collectively, the “Transaction Costs”).

The transactions described above (including the incurrence of the Facilities) are collectively referred to herein as the “Transactions”.

SCHEDULE II

Consolidated EBITDA

“Consolidated EBITDA” shall mean Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net Income, without duplication, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued, (c) depreciation (including that applied to the Company’s equity method investments), (d) amortization (including that applied to the Company’s equity method investments), (e) extraordinary, non-cash charges, expenses or losses incurred other than in the ordinary course of business, (f) non-recurring (including non-recurring and unusual) non-cash charges, expenses or losses (including non-cash impairment charges) incurred other than in the ordinary course of business, (g) non-cash expenses related to stock based compensation or stock appreciation rights, (h) the actual aggregate amount of transaction and restructuring professional fees paid by the Company and its Subsidiaries (as such term is to be defined in the Amended Term Loan) in the during such four fiscal quarters, (i) to the extent applicable charges, expenses and losses incurred in respect of the transaction consummated pursuant to the Project Delta Purchase Agreement, minus, to the extent included in Consolidated Net Income, (j) interest income, (k) income tax credits and refunds (to the extent not netted from tax expense), (l) any cash payments made during such period in respect of items described in clauses (e), (f) or (g) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred, (m) any income or gains resulting from the early retirement, redemption, defeasance, repayment or similar actions in respect of Indebtedness, (n) extraordinary, unusual or non-recurring income or gains realized other than in the ordinary course of business, all calculated for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis and (o) deferred financing, legal and accounting costs with respect to the Company’s indebtedness that are charged to non-interest expense on the Company’s income statement in accordance with GAAP.

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (a) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (b) if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect (reasonably satisfactory to the Administrative Agent) thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the common stock or other Equity Interests (as such term is to be defined in the Amended Term Loan) of a Person (as such term is to be defined in the Amended Term Loan), and (b) involves the payment of consideration by the Company and its Subsidiaries in excess of $10,000,000; and “Material Disposition” means any disposition of property or series of related dispositions of property that (i) constitutes (A) assets comprising all or substantially all or any significant portion of a business or operating unit of a business or (B) all or substantially all of the common stock or other Equity Interests of a Person and (ii) yields gross proceeds to the Company or any of its Subsidiaries in excess of $10,000,000.

“Consolidated Interest Expense” means, for any period, the sum of the total consolidated interest expense of the Company and its Subsidiaries for such period (calculated without regard to any

limitations on the payment thereof) plus, without duplication, (a) that portion of Capitalized Lease Obligations (as such term is to be defined in the Amended Term Loan) of the Company and its Subsidiaries representing the interest factor for such period, (b) the interest component of any lease payment under Attributable Debt (as such term is to be defined in the Amended Term Loan) transactions paid by the Company and its Subsidiaries for such period and (c) all commissions, discounts and other fees and charges owed by the Company or any of its Subsidiaries with respect to letters of credit, bankers’ acceptances, bank guaranties, letters of guaranty and similar obligations.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance with GAAP (as such term is to be defined in the Amended Term Loan) on a consolidated basis (without duplication) for such period (without deduction for minority interests); provided that (a) in determining Consolidated Net Income, the net income of any other Person which is not a Subsidiary of the Company or is accounted for by the Company by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to the Company or a Subsidiary thereof during such period, (b) the net income of any Subsidiary of the Company (other than the Company) shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that Subsidiary of that net income is not at the date of determination permitted by operation of its charter or any agreement, instrument or law applicable to such Subsidiary and (c) the net income (or loss) of any other Person acquired by the Company or a Subsidiary of the Company in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded.