SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022Separation and Distribution Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TERM LOAN CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, INC. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and CITIBANK, N.A.Term Loan Credit Agreement • October 18th, 2022 • RXO, Inc. • Transportation services • New York
CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, Inc. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and an Issuing Lender...Credit Agreement • October 18th, 2022 • RXO, Inc. • Transportation services • New York
TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022Transition Services Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2022, by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).
Signature Page to Amendment No. 2] IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above. RXO, INC., as the Company By: /s/ David Murray Name: David...Credit Agreement • April 11th, 2024 • RXO, Inc. • Transportation services • New York
TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022Tax Matters Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
This TAX MATTERS AGREEMENT, dated as of October 31, 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“XPO”) and RXO, Inc., a Delaware corporation and a wholly owned subsidiary of XPO (“SpinCo”) (collectively, the “Companies” and each a “Company”).
REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS FROM TIME TO TIME PARTY HERETO and RXO, INC. Dated as of October 31, 2022Registration Rights Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022Employee Matters Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2022 (this “Agreement”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO Logistics, INC. AND XPO NAT SOLUTIONS, LLC Dated as of October 24, 2022Intellectual Property License Agreement • October 25th, 2022 • RXO, Inc. • Transportation services • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of October 24, 2022 (the “Effective Date”), is by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and XPO NAT Solutions, LLC, a Delaware limited liability company (“OpCo” and, together with Parent, the “Parties”).
PURCHASE AGREEMENTPurchase Agreement • August 12th, 2024 • RXO, Inc. • Transportation services
This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on August 12, 2024, by and between RXO, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”).
AWARD AGREEMENT UNDER THE XPOAward Agreement • September 28th, 2022 • Rxo, LLC • Transportation services • Delaware
This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a cash award (this “Award”) that are subject to the terms and conditions specified herein granted to you under the XPO Logistics, Inc. Cash LongTerm Incentive Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, up to $200,000 of cash, as set forth in Section 3 of this Award Agreement.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE] (the “Grant Date”) between XPO LOGISTICS, INC., a Delaware corporation (the “Company”), and [PARTICIPANT...Performance-Based Restricted Stock Unit Award Agreement • November 30th, 2022 • RXO, Inc. • Transportation services • Delaware
This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units with respect to a number of shares of the Company’s Common Stock, $0.001 par value (“Share”) equal to [NUMBER OF UNITS] (this “Award”), that is subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, Shares or cash, as set forth in Section 3 of this Award Agreement.
XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee 7.500% Notes due 2027 First Supplemental Indenture Dated as of October 25, 2022 to Indenture dated as of October...First Supplemental Indenture • October 25th, 2022 • RXO, Inc. • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 25, 2022 (“First Supplemental Indenture”), to the Indenture dated as of October 25, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture, the “Indenture”), by and between XPO ESCROW SUB, LLC (the “Escrow Issuer” and, prior to the Merger, the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
ContractPerformance-Based Restricted Stock Unit Award Agreement • May 7th, 2024 • RXO, Inc. • Transportation services • Delaware
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 1st, 2022 • RXO, Inc. • Transportation services • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2022 (this “Second Supplemental Indenture”), is entered into by and among RXO, Inc., a Delaware corporation (the “Company”), XPO Escrow Sub, LLC, a Delaware limited liability company to be merged with and into the Company (the “Escrow Issuer”), the parties that are signatories hereto as Guarantors (each, a “New Guarantor” and together, the “New Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of (l), (the “Grant Date”), between RXO, INC., a Delaware corporation (the “Company” or “RXO”), and (l).Restricted Stock Unit Award Agreement • May 3rd, 2023 • RXO, Inc. • Transportation services • Delaware
AMENDMENT No. 3Credit Agreement • August 9th, 2024 • RXO, Inc. • Transportation services • New York
AMENDMENT NO. 3, dated as of July 31, 2024 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), the guarantors party hereto, the lenders party hereto and Goldman Sachs Bank USA, as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below.
PURCHASE AGREEMENT BY AND BETWEEN UNITED PARCEL SERVICE OF AMERICA, INC., UPS CORPORATE FINANCE S.À R.L., UPS SCS (UK) LTD. AND RXO, INC. Dated as of June 21, 2024Purchase Agreement • June 24th, 2024 • RXO, Inc. • Transportation services • New York
This PURCHASE AGREEMENT, dated June 21, 2024 (this “Agreement”), is made and entered into by and among UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (“UPS”), UPS CORPORATE FINANCE S.À R.L., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (“UPS Lux”), UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales (“UPS SCS”, and together with UPS and UPS Lux, the “Sellers”), and RXO, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement have the meanings specified in Article I.
AMENDMENT No. 4Amendment No. 4 • August 9th, 2024 • RXO, Inc. • Transportation services • New York
This Credit Agreement, dated as of October 18, 2022, is among RXO, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Citibank, N.A.Goldman Sachs Bank USA, as Administrative Agent and an Issuing Lender.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONPurchase Agreement • September 9th, 2024 • RXO, Inc. • Transportation services
On June 21, 2024, RXO, Inc. (“RXO” or the “Company”) entered into a Purchase Agreement (the “Agreement”) with United Parcel Service of America, Inc. (“UPS”), UPS Corporate Finance S.À R.L. (“UPS Lux”) and UPS SCS (UK) LTD. (“UPS SCS” and, together with UPS and UPS Lux, the “Sellers”), pursuant to which RXO agreed to purchase (the “Acquisition”) the Sellers’ technology-driven, asset light based truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, “Coyote”).
INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENTIncremental Amendment and Lender Joinder Agreement • November 7th, 2023 • RXO, Inc. • Transportation services • New York
INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), and the incremental lenders party hereto (in such capacity, collectively, the “Incremental Lenders” and each, individually, an “Incremental Lender”) and agreed to, with respect to the New Lender (as defined below), and accepted by Citibank, N.A., as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below.
FIRST AMENDMENTPurchase Agreement • September 16th, 2024 • RXO, Inc. • Transportation services
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 15, 2024, by and among UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (“UPS”), UPS CORPORATE FINANCE S.À R.L., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (“UPS Lux”), UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales (“UPS SCS”), UPS Europe SRL, a limited liability company (société à responsabilité limitée) (“UPS Europe”, and together with UPS, UPS Lux and UPS SCS, the “Sellers”), and RXO, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
