MORGAN STANLEY & CO. LLC NEW YORK, NY 10036-8293 Date: July 19, 2017 To: XPO Logistics, Inc. Five Greenwich Office Park Greenwich, Connecticut 06831 Attention: General Counsel Re: Registered Forward TransactionRegistered Forward Transaction • July 25th, 2017 • XPO Logistics, Inc. • Transportation services • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“MSCO”) and XPO Logistics, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT July 19, 2017Revolving Loan Credit Agreement • July 25th, 2017 • XPO Logistics, Inc. • Transportation services • New York
Amendment No. 1 to the Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015 (this “Amendment”), by and among XPO LOGISTICS, INC., a Delaware corporation (“Parent Borrower”), certain of Parent Borrower’s Subsidiaries signatory thereto, as borrowers (collectively with Parent Borrower, the “Borrowers” and each, individually, as a “Borrower”), the Lenders from time to time party thereto, MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as agent (in such capacity and together with any successors and assigns in such capacity, the “Agent”) and MORGAN STANLEY SENIOR FUNDING, INC. and JPMORGAN CHASE BANK, N.A. in their capacity as co-collateral agents (in such capacity and together with any successors and assigns in such capacity, the “Co-Collateral Agents”) (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in
Date: July 19, 2017 To: XPO Logistics, Inc. Five Greenwich Office Park Greenwich, Connecticut 06831 Attention: General Counsel Re: Registered Forward TransactionConfirmation of Registered Forward Transaction • July 25th, 2017 • XPO Logistics, Inc. • Transportation services • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPM”) and XPO Logistics, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
XPO LOGISTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2017 • XPO Logistics, Inc. • Transportation services • New York
The undersigned understands that Morgan Stanley & Co. LLC (the “Release Agent”) and J.P. Morgan Securities LLC (collectively with the Release Agent, the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with XPO Logistics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (collectively, the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
