Common Contracts

BARCLAYS

March 3rd, 2022

• Filed
  March 3rd, 2022

Reference is made to the Bridge Term Loan Credit Agreement, dated as of the date hereof (including the exhibits and other attachments thereto, the “Bridge Facility”), among GXO Logistics, Inc, as borrower (“Borrower” or “you”), Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”), Barclays and Citi, as initial Lenders (each in such capacity, an “Initial Lenders”) and the other lenders and agents from time to time party thereto. This letter agreement (the “Fee and Syndication Letter”) confirms certain arrangements among you, Barclays and Citi related to the Bridge Facility. Capitalized terms used but not otherwise defined in this Fee and Syndication Letter shall have the meanings assigned thereto in the Bridge Facility. For purposes of this Fee and Syndication Letter, “Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp North America, Inc., and/or any of their affiliates as may be appropriate to consummate the transaction