Xpo Logistics Credit Agreement

XPO Logistics, Inc. (NYSE: XPO) is one of the top ten global logistics providers of leading supply chain solutions for the world`s most successful companies. The company operates as a highly integrated network of people, technology and physical assets in 30 countries with 1,506 locations and approximately 97,000 employees. XPO uses its network to help more than 50,000 customers manage their goods as efficiently as possible in their supply chains. XPO is headquartered in Greenwich, Connecticut, USA, and its European headquarters are located in Lyon, France. xpo.com B-1 term facility refers to the credit facility provided by B-1 term lenders on the closing date of Amendment 5 in accordance with Amendment 5. * XPO Logistics – intends to refinance outstanding loans under its existing credit agreement with new term loans issued under such an agreement GREENWICH, Connecticut. August 17, 2016 – XPO Logistics, Inc. (NYSE: XPO) (“XPO”) today announced the price of a $1.642 billion refinancing of its existing fixed-term contract. Closing under the term loan is expected to occur on August 25, 2016, subject to customary closing conditions. The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes, which may include the repayment of outstanding amounts under its existing revolving credit facility, the partial repayment of its 6.50% Senior Notes due in 2022 and/or the repayment of other existing debts. (e) Differential term lenders must have received an initial fee (the differential term initial charge) equal to 0.50 per cent of the declared nominal amount of such differential term loans granted to differential term lenders on the closing date of Amendment No.

5 to the closing date of Amendment No. 5 as compensation for the financing of such differential term loans of differential term lenders. These incremental upfront fees are fully earned, due and payable in all respects on the closing date of Amendment No. 5 (and subject to occurrence) and thereafter non-refundable and non-billable. These incremental term initial charges may be deducted from additional term loans made by such a differential term lender on the balance date of Amendment No. 5. SECTION 9. Credit agreement.

Except as expressly provided herein, this Agreement shall not, by implication or otherwise, limit, alter, alter, represent or otherwise affect the rights and remedies of any lender or agent under the Credit Agreement or any other loan document and shall not modify, modify, supplement or otherwise affect any of the Terms. Terms, obligations, restrictive covenants or agreements contained in the credit agreement or any other loan document, all ratified and confirmed in all respects and remaining in full force and effect. Nothing herein entitles any crediting third party to any consent or waiver, modification, modification or other future modification of any of the Terms. The Notes are secured by one of the Company`s wholly-owned direct and indirect limited liability subsidiaries (excluding certain excluded subsidiaries) that a borrower is or will be secured under the Company`s existing secured revolving credit facility or existing secured credit facility (or certain replacements). of which) or which guarantee certain debts on the capital market of the company or of a guarantor of the bonds. .