XPO, Inc.

EX-10.1 · tm2616097d1_ex10-1.htm

EX-10.1
 2
 tm2616097d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 Execution Version

 AMENDMENT NO. 11 TO CREDIT AGREEMENT

 AMENDMENT NO. 11 TO CREDIT
AGREEMENT (this “ Agreement ”), dated as of May 29, 2026, among XPO, INC. (f/k/a XPO
Logistics, Inc.), a Delaware corporation (“ Borrower ”), the other Subsidiaries of Borrower party hereto, each
financial institution identified on the signature pages hereto as a lender, and Morgan Stanley Senior Funding, Inc.
(“ MS ”), as administrative agent and collateral agent for the Lenders (in such capacities, the
 “ Agent ”), relating to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as
heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof,
including by that certain Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of
August 25, 2016, that certain Refinancing Amendment (Amendment No. 2 to Credit Agreement), dated as of March 10,
2017, that certain Refinancing Amendment (Amendment No. 3 to Credit Agreement), dated as of February 23, 2018, that
certain Amendment No. 4 to Credit Agreement, dated as of March 7, 2019, that certain Amendment No. 5 to Credit
Agreement, dated as of March 18, 2019, that certain Refinancing Amendment (Amendment No. 6 to Credit Agreement), dated as
of March 3, 2021, that certain Amendment No. 7 to Credit Agreement, dated as of June 10, 2022, that certain
Refinancing Amendment (Amendment No. 8 to Credit Agreement), dated as of May 24, 2023, that certain Incremental Amendment
(Amendment No. 9 to Credit Agreement), dated as of December 13, 2023, and that certain Refinancing Amendment (Amendment
No. 10 to Credit Agreement), dated as of February 26, 2025, the “ Credit Agreement ” and the Credit
Agreement, as amended by this Agreement, the “ Amended Credit Agreement ”), among Borrower, the other Subsidiaries
of Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent.

 RECITALS:

 WHEREAS, pursuant to
Section 2.17 of the Credit Agreement, Borrower has made an offer to all Lenders holding Term B-2 Loans and the Term B-3 Loans
on the Amendment No. 11 Closing Date (such the “ Existing Lenders ”) on a pro rata basis to exchange and
convert their Term B-2 Loans and Term B-3 Loans into a new class of up to $385 million in aggregate principal amount of Extended
Term B Loans (as defined below) pursuant to the terms hereof (the “ Extension Offer ”) on the Amendment No. 11
Closing Date;

 WHEREAS, each of the
Existing Lenders that executes and delivers an executed counterpart to this Agreement (each such Existing Lender, an
 “ Extending Term B Lender ”) at or prior to 12:00 P.M., New York City time, on May 20, 2026 will have agreed
to accept the Extension Offer, and therefore exchange and convert its Applicable Portion (as defined below) of its Term B-2 Loans
and/or Term B-3 Loans into a new class of Extended Term B Loans upon the effectiveness of this Agreement on the Amendment
No. 11 Closing Date;

 WHEREAS, pursuant to Section 2.15
of the Credit Agreement, Borrower wishes to obtain an additional 2026 Term Loans (as defined below) , and each financial institution
identified on Schedule 1 hereto as an “Incremental Term Lender” (each, an “ Incremental Term Lender ”, and
together with each Extending Term B Lender, the “ 2026 Term Lenders ”) has agreed to provide Incremental Term Loans
(as defined below) in an aggregate principal amount of $113,877,088.13 on and subject to the terms set forth in this Agreement;

 WHEREAS, upon the effectiveness
of this Agreement on the Amendment No. 11 Closing Date, the Incremental Term Loans and the Extended Term B Loans shall constitute
a single class of Loans, with identical terms.

 WHEREAS, Borrower has appointed
each of Wells Fargo Securities, LLC (“ Wells Fargo ”), BofA Securities, Inc. (“ BofA ”), BMO Capital
Markets Corp. (“ BMO ”), Credit Agricole Corporate and Investment Bank (“ CACIB ”), Truist Securities, Inc.
(“ Truist ”), BNP Paribas Securities Corp (“ BNP ”), Citi (as defined below), Goldman Sachs Bank USA
(“GS”), Morgan Stanley Senior Funding, Inc. (“ MS ”), The Bank of Nova Scotia (“ Scotia ”)
and U.S. Bank National Association (“USB), and each of Wells Fargo, BofA, BMO, CACIB, Truist, BNP, Citi, GS, MS, Scotia and USB
has agreed, to serve, and is serving, as a joint lead arranger and a joint bookrunner (each, in such capacity, a “ Lead Arranger ”),
and Borrower has appointed each of ING Capital LLC (“ ING ”) and TD Securities (USA) LLC (“ TD ”),
and each of ING and TD has agreed, to serve, and is serving, as a co-manager (each, in such capacity, a “ Co-Manager ”),
in each case, in connection with the structuring and syndication of the 2026 Term Loans. For the purposes of this Agreement, “Citi”
shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their
affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

 WHEREAS, the foregoing transactions, including the
conversion to the Extended Term B Loans and the incurrence of the Incremental Term Loans (such transactions, the “ Extending
Term B Loan Transaction ”) will be implemented pursuant to Section 2.15, Section 2.17 and Section 12.2 of
the Credit Agreement, as applicable.

 NOW THEREFORE, the parties hereto hereby agree as follows:

 SECTION 1.          Defined
Terms . Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit Agreement.

 SECTION 2.         Extending Term B Loans .

 (a)            Pursuant to Section 2.17
of the Credit Agreement, with effect from and including the Amendment No. 11 Closing Date, each Person identified on the signature
pages hereof as an Extending Term B Lender has elected to become an Extending Term B Lender and to convert and exchange its Applicable
Percentage of its Term B-2 Loans and Term B-3 Loans into a new class of Loans (such new class, the “ Extended Term B Loans ”)
on the terms set forth in this Agreement. For the purposes hereof the “ Applicable Percentage ” for any Extending Term
B Lender is equal to a fraction (i) the numerator of which is the aggregate amount of Term B-2 Loans and Term B-3 Loans held by
such Extending Term B Lender for which such Extending Term B Lender has accepted the Extension Offer and (ii) the denominator of
which is the aggregate amount of all Term B-2 Loans and Term B-3 Loans held by all Extending Term B Lenders with respect to which the
Extension Offer has been accepted. For the avoidance of doubt, each Extending Term B Lender’s share of Extended Term B Loans shall
be equal to its Applicable Percentage multiplied by $271,122,911.87.

 (b)          The Extended Term
B Loans will constitute a different class from each of the Term B-2 Loans and the Term B-3 Loans (with terms and conditions as if
such Extended Term B Loans were incurred as a new class of Loans pursuant to Section 2.1 of the Credit Agreement having
satisfied the conditions set forth therein for such incurrence). The Extended Term B Loans and the Incremental Term Loans (together
with the Extended Term B Loans, the “ 2026 Term Loans ”) shall be on identical terms as contemplated hereby and
shall constitute a single class of Loans under the Amended Credit Agreement. Extended Term B Loans borrowed (or deemed borrowed)
under this Section 2 and subsequently repaid or prepaid may not be reborrowed. In addition, each Extending Term B Lender waives
its right to any compensation pursuant to Section 2.11(b) of the Credit Agreement with respect to the prepayment, exchange
or conversion of its Existing Term B Loans.

 - 2 -

 (c)            On
the Amendment No. 11 Closing Date, any Extending Term B Lenders’ Term B-2 Loans and Term B-3 Loans with respect to which
it has accepted the Extension Offer shall be deemed paid in full and discharged, and the aggregate principal amount of Term B-2
Loans and Term B-3 Loans held by such Extending Term B Lender shall be decreased by an equivalent amount. On the Amendment
No. 11 Closing Date, each of the Term B-2 Loans and Term B-3 Loans held by each Lender that is not an Extending Term B Lender
shall remain outstanding under the Amended Credit Agreement as Term B-2 Loans and Term B-3 Loans, in each case, with the same terms
and conditions as in effect immediately prior to the Amendment No. 11 Closing Date.

 SECTION 3.         Incremental Term Loans .

 (a)           Pursuant
to Section 2.15 of the Credit Agreement, with effect from and including the Amendment No. 11 Closing Date, each
Incremental Term Lender party hereto severally agrees to make, on the Amendment No. 11 Closing Date (as defined below), term
loans (collectively, the “ Incremental Term Loans ”) in Dollars to the Borrower in an aggregate principal amount
equal to the commitment amount set forth next to such Incremental Term Lender’s name in Schedule 1 hereto (the
 “ Incremental Term Commitment ”) on the terms set forth in this Agreement. The Incremental Term Lenders’
several Incremental Term Commitments shall terminate on the Amendment No. 11 Closing Date (immediately after giving effect to
the borrowing of Incremental Term Loans on such date).

 (b)           The Incremental Term
Loans will constitute a different class from each of the Term B-2 Loans and the Term B-3 Loans. The Extended Term B Loans and the Incremental
Term Loans shall be on identical terms as contemplated hereby and shall constitute a single class of Loans under the Amended Credit Agreement.
Incremental Term Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. In addition, each
Incremental Term Lender that is an Existing Lender waives its right to any compensation pursuant to Section 2.11(b) of the
Credit Agreement with respect to the prepayment of its Term B-2 Loans and Term B-3 Loans on the Amendment No. 11 Closing Date.

 SECTION 4.          Amendments to Loan Documents .

 On the Amendment No. 11
Closing Date, in accordance with Section 2.15, Section 2.17(d) and Section 12.2 of the Credit Agreement (it being
understood and agreed that immediately after the conversion of the Extended Term B Loans from the Term B-2 Loans and Term B-3 Loans,
the incurrence of the Incremental Term Loans by Borrower and the application of the prepayments contemplated by the prepayment notices
delivered by Borrower on May 26, 2026, the 2026 Term Lenders shall constitute all of the Lenders under the Amended Credit Agreement),
the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:
 stricken text ) and to add the underlined text (indicated in the same manner as the
following example: underlined text ) as set forth in the changed pages of the Credit Agreement
attached as Exhibit A hereto.

 SECTION 5.           Terms
of the 2026 Term Loans Generally . On the Amendment No. 11 Closing Date, after giving effect to the Extending Term B Loan
Transaction, (a) each 2026 Term Lender shall become a “Lender” and a “Term B-4 Lender” for all purposes
of the Amended Credit Agreement and the other Loan Documents, and (b) each 2026 Term Loan shall constitute a “Loan”
and a “Term B-4 Loan” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have the
terms set forth for “Term B-4 Loans” in the Amended Credit Agreement. The parties hereto hereby consent to the
incurrence of, and allocation of the proceeds of, the 2026 Term Loans and the other amendments to the Credit Agreement and the
transactions contemplated hereby on the terms set forth herein. Upon the effectiveness of this Agreement, all conditions and
requirements set forth in the Credit Agreement or the other Loan Documents relating to the incurrence of the 2026 Term Loans and the
other amendments to the Credit Agreement contemplated hereby shall be deemed satisfied and the incurrence of the 2026 Term Loans and
such other amendments shall be deemed arranged and consummated in accordance with the terms of the Credit Agreement (before and
after giving effect to this Agreement) and the other Loan Documents.

 - 3 -

 SECTION 6.          Representations
of Borrower . Borrower and each other Credit Party hereby represents and warrants to the Agent and the 2026 Term Lenders that on the
Amendment No. 11 Closing Date:

 (a)           no Default or Event
of Default shall have occurred and be continuing immediately prior to or immediately after the incurrence of the 2026 Term Loans; and

 (b)           the representations
and warranties set forth in Article 4 of the Credit Agreement and in each other Loan Document are true and correct in all material
respects on and as of the Amendment No. 11 Closing Date, except to the extent that such representations or warranties expressly
relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

 SECTION 7.        Conditions
to the Amendment No . 11 Closing Date. This Agreement shall become effective as of the first date when each of the following
conditions shall have been satisfied (the date of satisfaction of such conditions and the consummation of the Extending Term B Loan Transactions,
the “ Amendment No. 11 Closing Date ”):

 (a)           The Agent shall have
received from Borrower, each other Credit Party, each 2026 Term Lender, and the Agent (acting at the express direction of the Lenders
party hereto under the Credit Agreement as amended hereby) an executed counterpart hereof or other written confirmation (in form satisfactory
to the Agent) that such party has signed a counterpart hereof.

 (b)           The Agent shall have
received a borrowing notice (with respect to the 2026 Term Loans) at least one Business Day prior to the Amendment No. 11 Closing
Date, legal opinions, corporate documents and officers and public officials certifications (including a solvency certificate) with respect
to Borrower and the Guarantors in each case customary for financings of the type described herein (it being understood that any such
documentation shall be deemed “customary” if in a form consistent with such documentation delivered in connection with Amendment
No. 10 on the Amendment No. 10 Closing Date (subject to adjustments to be reasonably agreed taking into account the nature
of the facilities contemplated hereby)).

 (c)           Wells
Fargo, in its capacity as “lead left” arranger of the amendments contemplated by this Agreement (the
 “ Arranger ”), and the Agent shall have received, at least three Business Days prior to the Amendment No. 11
Closing Date, all documentation and other information related to Borrower or any Guarantor required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the
Patriot Act, in each case to the extent requested by the Arranger or the Agent from Borrower in writing at least 10 Business Days
prior to the Amendment No. 11 Closing Date.

 (d)           All fees due to
the Arranger on the Amendment No. 11 Closing Date pursuant to that certain engagement letter (the “ Engagement
Letter ”) and that certain fee letter (the “ Fee Letter ”), dated as of May 26, 2026, between
Borrower, the Lead Arrangers and the Co-Managers thereto and pertaining to the 2026 Term Loans made hereunder, shall have been paid,
and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Lead Arrangers and the Co-Managers on the
Amendment No. 11 Closing Date pursuant to such Engagement Letter or Fee Letter that have been invoiced at least three Business
Days prior to the Amendment No. 11 Closing Date shall have been paid.

 - 4 -

 (e)           Any (i) accrued
and unpaid interest owing by Borrower to any Lender pursuant to the Credit Agreement, including all accrued and unpaid interest with
respect to the Term B-2 Loans and the Term B-3 Loans and (ii) fees owing by Borrower pursuant to Section 2.11(b) of the
Credit Agreement in each case as a result of the consummation of the transactions contemplated by this Agreement shall have been paid
in full, in each case, to the Amendment No. 11 Closing Date.

 (f)            The representations
and warranties made pursuant to Section 6 hereof shall be true and correct in all material respects on and as of the Amendment No. 11
Closing Date, except to the extent that such representations or warranties expressly relate to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date.

 (g)           The Agent shall have
received a certificate, duly executed by an Officer of Borrower, certifying as to the satisfaction of the conditions referred to in Section 7(f) above.

 SECTION 8.          Governing
Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 SECTION 9.          Confirmation
of Guarantees and Security Interests . By signing this Agreement, each Credit Party hereby confirms that (a) the obligations
of the Credit Parties under the Credit Agreement as modified or supplemented hereby (including with respect to the 2026 Term Loans
contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the
security interests set forth or created in the Amended Credit Agreement, the Collateral Documents and the other Loan Documents and
(ii) constitute “Obligations” as such term is defined in the Amended Credit Agreement, subject to the
qualifications and exceptions described therein, (b) notwithstanding the effectiveness of the terms hereof, the Collateral
Documents and the other Loan Documents, are, and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects and (c) each 2026 Term Lender shall be a “Secured Party” and a “Lender”
(including without limitation for purposes of the definition of “Requisite Lenders” contained in Section 1.1 of the
Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Credit Party ratifies
and confirms that all Liens granted, conveyed, or assigned to the Agent by such Person pursuant to any Loan Document to which it is
a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the
Secured Obligations as increased hereby, subject to Section 6.10(e) of the Credit Agreement.

 SECTION 10.         Credit
Agreement Governs . Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of any Lender or the Agent under the Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained
in the Amended Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a future consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement
or any other Loan Document in similar or different circumstances.

 - 5 -

 SECTION 11.       Counterparts .
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a
manually executed counterpart of this Agreement. Any signature to this Agreement may be delivered by electronic mail (including pdf)
or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes to the fullest extent permitted by applicable law.

 SECTION 12.      Miscellaneous .
This Agreement shall constitute an “Extension Amendment”, an “Incremental Amendment” and a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents. The provisions of this Agreement are deemed
incorporated into the Credit Agreement as if fully set forth therein. To the extent required by the Credit Agreement, each of
Borrower and the Agent hereby consents to each 2026 Term Lender that is not a Lender as of the date hereof becoming a Lender under
the Credit Agreement on the Amendment No. 11 Closing Date. The Agent and the 2026 Term Lenders hereby agree and confirm that
this Agreement shall constitute notice as required by Section 2.15 of the Credit Agreement in connection with the Incremental
Term Loans and Section 2.17(a) of the Credit Agreement in connection with the Extended Term B Loans and the Extending Term
B Loan Transactions. For only the purpose of Sections 11.1(a)(ii)(B) and 11.1(a)(iv)(A) of the Credit Agreement, Borrower
hereby consents to the assignments by Wells Fargo Bank, National Association, in its capacity as a Term B-4 Lender under the Credit
Agreement, on or before the date that is 45 calendar days from the Amendment No. 11 Closing Date, in a manner otherwise in
accordance with the Credit Agreement, of the Incremental Term Loans made by it on the Amendment No. 11 Closing Date solely to
the institutions and solely in the amounts previously agreed upon by Wells Fargo Bank, National Association and Borrower.

 SECTION 13.      Lead
Arrangers and Co-Managers . Notwithstanding anything to the contrary herein, no Lead Arranger or Co-Manager (in each case, in its
capacity as such) shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Amendment or the Amended
Credit Agreement.

 SECTION 14.      Direction
of Agent . Each of the Lenders party hereto irrevocably authorizes and directs the Agent to take such actions on its behalf, and to
exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto. The exculpatory provisions of the Amended Credit Agreement are hereby incorporated by
reference into this Agreement mutatis mutandis and shall apply hereto.

 [Remainder of page intentionally left blank]

 - 6 -

 IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.

 BORROWER:

 XPO, INC.

 By:
 / s/ Lorraine Sperling

 Name:
 Lorraine Sperling

 Title:
 Senior Vice President, Treasurer

 [Signature Page – Amendment No. 11 to
XPO Senior Secured Term Loan Credit Agreement]

 The following Persons are signatories to this Agreement in their capacity
as Guarantors:

 JHCI HOLDING USA, INC.

XPO CNW, INC.

 XPO ENTERPRISE SERVICES, LLC

XPO LAND HOLDINGS, LLC

 XPO LOGISTICS FREIGHT, INC.

XPO LTL HOLDINGS, LLC

 XPO LTL PROPERTIES, LLC

 XPO LTL SOLUTIONS, LLC

 XPO MANUFACTURING HOLDINGS, LLC

XPO MANUFACTURING, LLC

 XPO PROPERTIES, INC.

 By:
 /s/ Lorraine Sperling

 Name:
 Lorraine Sperling

 Title:
 Senior Vice President, Treasurer

 [Signature Page – Amendment No. 11 to XPO Senior Secured
Term Loan Credit Agreement]

 WELLS FARGO BANK, NATIONAL ASSOCIATION , as an Incremental Term Lender

 By:
 /s/ Mana Kanatsu

 Name:
 Mana Kanatsu

 Title:
 Vice President

 [Signature Page – Amendment No. 11 to XPO Senior Secured
Term Loan Credit Agreement]

 MORGAN STANLEY SENIOR FUNDING, INC ., as Agent

 By:
 /s/ Jennifer DeFazio

 Name:
 Jennifer DeFazio

 Title:
 Authorized Signatory

 [Signature Page – Amendment No. 11 to XPO Senior Secured
Term Loan Credit Agreement]

 Extending Term B Lender Signature Pages on File with Incremental
Term Lender

 EXHIBIT A

 Credit Agreement

 Execution Version

 Conformed Credit Agreement through 1 0 1 th
Amendment

 SENIOR SECURED TERM LOAN CREDIT AGREEMENT

 by and among

 XPO, INC. (f/k/a
XPO LOGISTICS, INC.),

 as Borrower,

 THE OTHER SUBSIDIARIES
SIGNATORY HERETO,

 as Guarantors,

 THE LENDERS SIGNATORY
HERETO

 FROM TIME TO TIME,

 as Lenders,

 MORGAN STANLEY SENIOR
FUNDING, INC.

 as Agent,

 GOLDMAN SACHS BANK USA,
BOFA SECURITIES, INC., CITIGROUP GLOBAL

MARKETS INC., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and

MORGAN STANLEY SENIOR FUNDING, INC.,

 as Joint Lead Arrangers and Joint Bookrunners

 Dated as of October 30, 2015

 TABLE OF CONTENTS

 Page

 SENIOR SECURED TERM LOAN CREDIT AGREEMENT
 1

 RECITALS
 1

 1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE MATTERS
 1

 1.1
 Definitions
 1

 1.2
 Rules of Construction
 68 69

 1.3
 Interpretive Matters
 69

 1.4
 Spin Transactions
 69 70

 1.5
 Timing of Payment or Performance
 69 70

 1.6
 LLC Division/Series Transactions
 69 70

 2. AMOUNT AND TERMS OF CREDIT
 70

 2.1
 Term Facility
 70

 2.2
 Maturity and Repayment of Loans
 71 72

 2.3
 Prepayments; Commitment Reductions
 72 73

 2.4
 Use of Proceeds
 75 77

 2.5
 Interest; Applicable Margins
 75 77

 2.6
 [Reserved]
 77 78

 2.7
 Fees
 77 78

 2.8
 Receipt of Payments
 77 79

 2.9
 Application and Allocation of Payments
 77 79

 2.10
 Evidence of Debt
 78 79

 2.11
 Indemnity.
 78 79

 2.12
 Interest Rate Determination
 79 81

 2.13
 Taxes
 81 82

 2.14
 Capital Adequacy; Increased Costs; Illegality
 83 84

 2.15
 Incremental Loans
 87

 2.16
 Refinancing Facilities
 87 88

 2.17
 Extended Loans
 88 89

 3. CONDITIONS PRECEDENT
 89 90

 3.1
 Conditions to the Closing Date
 89 90

 4. REPRESENTATIONS AND WARRANTIES
 92 93

 4.1
 Corporate Existence; Compliance with Law
 92 93

 4.2
 Chief Executive Offices; Collateral Locations; FEIN
 94

 4.3
 Corporate Power; Authorization; Enforceable Obligations; No Conflict
 94

 4.4
 Financial Statements
 93 94

 4.5
 Material Adverse Effect
 95

 4.6
 Ownership of Property; Liens
 95

 4.7
 Labor Matters
 94 95

 4.8
 Subsidiaries and Joint Ventures
 95

 4.9
 Investment Company Act
 96

 4.10
 Margin Regulations
 96

 i

 4.11
 Taxes/Other
 96

 4.12
 ERISA
 96

 4.13
 No Litigation
 97

 4.14
 [Reserved]
 97

 4.15
 Intellectual Property
 96 97

 4.16
 Full Disclosure
 96 97

 4.17
 Environmental Matters
 98

 4.18
 Insurance
 97 98

 4.19
 [Reserved]
 97 98

 4.20
 [Reserved]
 97 98

 4.21
 Creation and Perfection of Security Interests
 97 98

 4.22
 Solvency
 98

 4.23
 Economic Sanctions and Anti-Money Laundering
 99

 4.24
 Economic Sanctions, FCPA, Patriot Act; Use of Proceeds
 99

 4.25
 [Reserved]
 98 99

 4.26
 Status as Senior Debt
 98 99

 4.27
 FCPA and Related
 98 99

 5. FINANCIAL STATEMENTS AND INFORMATION
 99

 5.1
 Financial Reports and Notices
 99

 6. AFFIRMATIVE COVENANTS
 10 0 1

 6.1
 Maintenance of Existence and Conduct of Business
 10 0 1

 6.2
 Payment of Charges and Taxes
 101

 6.3
 Books and Records
 102

 6.4
 Insurance; Damage to or Destruction of Collateral
 102

 6.5
 Compliance with Laws
 10 1 2

 6.6
 PATRIOT Act
 10 1 2

 6.7
 Intellectual Property
 102

 6.8
 Environmental Matters
 102

 6.9
 Ratings
 103

 6.10
 Further Assurances
 103

 6.11
 ERISA Matters
 103

 6.12
 Future Guarantors
 103

 6.13
 Access
 10 3 4

 6.14
 Post-Closing Matters
 104

 6.15
 Use of Proceeds
 104

 7. NEGATIVE COVENANTS
 105

 7.1
 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
 105

 7.2
 Limitation on Restricted Payments
 111

 7.3
 Dividend and Other Payment Restrictions Affecting Subsidiaries
 11 6 7

 7.4
 Asset Sales
 118

 7.5
 Transactions with Affiliates
 119

 7.6
 [Reserved]
 121

 7.7
 Liens
 12 1 1

 7.8
 When Borrower and Guarantors May Merge or Transfer Assets

 12 2 2

 ii

 7.9
 OFAC; Patriot Act
 125

 7.10
 Change of Fiscal Year
 125

 7.11
 ERISA
 125

 8. TERM
 125

 8.1
 Termination
 125

 9. DEFAULTS AND REMEDIES
 125

 9.1
 Events of Default
 125

 9.2
 Remedies
 127

 9.3
 Waiver by Credit Parties
 127

 10. APPOINTMENT OF AGENT
 128

 10.1
 Appointment of Agents
 128

 10.2
 Agents’ Reliance, Etc.
 128

 10.3
 MSSF and Affiliates
 129

 10.4
 Lender Credit Decision
 129

 10.5
 Indemnification
 130

 10.6
 Successor Agent
 130

 10.7
 Setoff and Sharing of Payments
 130 131

 10.8
 Dissemination of Information
 131

 10.9
 Actions in Concert
 131

 10.10
 Procedures
 131

 10.11
 Collateral Matters
 13 1 2

 10.12
 Additional Agents
 132

 10.13
 Distribution of Materials to Lenders
 132

 10.14
 Agent
 13 3 3

 10.15
 Intercreditor Agreements
 13 3 3

 10.16
 Certain ERISA Matters
 134

 10.17
 Erroneous Payments
 135

 11.  ASSIGNMENT AND PARTICIPATIONS; SUCCESSORS AND ASSIGNS
 136

 11.1
 Assignment and Participations
 136

 11.2
 Successors and Assigns
 140 140

 11.3
 Certain Assignees
 140 140

 12. MISCELLANEOUS
 140 140

 12.1
 Complete Agreement; Modification of Agreement
 140 140

 12.2
 Amendments and Waivers
 140 141

 12.3
 Fees and Expenses
 144

 12.4
 No Waiver
 14 4 5

 12.5
 Remedies
 14 5 5

 12.6
 Severability
 14 5 5

 12.7
 Conflict of Terms
 14 5 5

 12.8
 Confidentiality
 146

 12.9
 GOVERNING LAW
 147

 iii

 12.10
 Notices
 14 7 7

 12.11
 Section Titles
 149

 12.12
 Counterparts
 149

 12.13
 WAIVER OF JURY TRIAL
 14 9 9

 12.14
 Press Releases and Related Matters
 14 9 9

 12.15
 Reinstatement
 14 9 9

 12.16
 Advice of Counsel
 149

 12.17
 No Strict Construction
 150

 12.18
 Patriot Act Notice
 150

 12.19
 Currency Equivalency Generally; Change of Currency
 150 150

 12.20
 [Reserved]
 150 150

 12.21
 Electronic Transmissions
 150 150

 12.22
 Independence of Provisions
 15 1 1

 12.23
 No Third Parties Benefited
 15 1 1

 12.24
 Relationships between Lenders and Credit Parties
 15 1 1

 12.25
 Intercreditor Agreements
 151

 12.26
 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 15 2 2

 12.27
 Acknowledgement Regarding Any Supported QFCs
 15 2 2

 13. GUARANTY
 15 3 3

 13.1
 Guaranty
 15 3 3

 13.2
 Waivers by Guarantors
 15 3 3

 13.3
 Benefit of Guaranty
 15 4 4

 13.4
 Subordination of Subrogation, Etc.
 15 4 4

 13.5
 Election of Remedies
 15 4 4

 13.6
 Limitation
 154

 13.7
 Contribution with Respect to Guaranty Obligations
 15 5 5

 13.8
 Liability Cumulative
 15 5 5

 13.9
 [Reserved]
 155

 13.10
 Release of Guaranties
 15 6 6

 iv

 INDEX OF APPENDICES

 Annex A
 --
 Agent’s Wire Transfer Information

 Annex B
 --
 Commitments as of Closing Date

 Exhibit 1.1(a)
 --
 Form of Supplemental Guaranty

 Exhibit 1.1(b)
 --
 [Reserved]

 Exhibit 1.1(c)
 --
 Form of Compliance Certificate

 Exhibit 1.1(d)
 --
 Form of Security Agreement

 Exhibit 1.1(e)
 --
 Form of Pari Passu Intercreditor Agreement

 Exhibit 1.1(f)
 --
 Form of Junior Intercreditor Agreement

 Exhibit 1.1(g)
 --
 Form of Note

 Exhibit 1.1(h)
 --
 Form of Permitted Loan Purchase Assignment and Acceptance

 Exhibit 2.1(b)
 --
 Form of Notice of Borrowing

 Exhibit 2.5(e)
 --
 Form of Notice of Conversion/Continuation

 Exhibit 3.1
 --
 Form of Solvency Certificate

 Exhibit 11.1(a)
 --
 Form of Assignment Agreement

 Schedule A-1
 --
 Guarantors

 Schedule 2.1
 --
 Agent’s Representatives

 Schedule 4.2
 --
 Chief Executive Office, Jurisdiction of Organization; Principal Place of Business; Collateral Locations; FEIN

 Schedule 4.6
 --
 Real Property and Leases

 Schedule 4.7
 --
 Labor Matters

 Schedule 4.8
 --
 Subsidiaries and Joint Ventures

 Schedule 4.13
 --
 Litigation

 Schedule 4.15
 --
 Intellectual Property

 Schedule 4.17
 --
 Hazardous Materials

 Schedule 6.13
 --
 Unrestricted Subsidiaries

 Schedule 6.14
 --
 Post-Closing Matters

 Schedule 7.1
 --
 Indebtedness on the Closing Date

 v

 SENIOR SECURED TERM LOAN CREDIT AGREEMENT

 This SENIOR SECURED TERM
LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this
 “ Agreement ”), dated as of October 30, 2015, by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), a
Delaware corporation (“ Borrower ”); the other Credit Parties from time to time signatory hereto; MORGAN STANLEY
SENIOR FUNDING, INC. (“ MSSF ”), as administrative agent and collateral agent for the Lenders (together, with
any permitted successors in such capacity, “ Agent ”); and the Lenders signatory hereto from time to time.

 RECITALS

 WHEREAS, in connection with
the Transactions, Borrower has requested that the Lenders extend credit to Borrower in the form of Loans in an aggregate principal amount
not to exceed $1,600,000,000, and the Lenders are willing to do so on the terms and conditions set forth herein.

 WHEREAS, as of the Amendment
No. 8 Closing Date, the Term B-2 Loans bear interest at a rate determined by reference to the Base Rate or Term SOFR.

 NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree
as follows:

 1. DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER
INTERPRETIVE MATTERS.

 1.1 Definitions . For purposes of this Agreement:

 “ 2023 Notes ”
means Borrower’s 6.125% Senior Notes due 2023 issued on August 25, 2016 in an initial aggregate principal amount of $535,000,000.

 “ 2023 Notes Indenture ”
means the Indenture dated as of August 25, 2016 among Borrower and The Bank of New York Mellon Trust Company, N.A., a national banking
association, as trustee, under which the 2023 Notes were issued.

 “ 2023 Notes Transactions ” means the “Refinancing
Transactions” (as defined in the 2023 Notes Indenture).

 “ 2024 Notes ” means Borrower’s 6.750%
Senior Notes due 2024 issued on February 22, 2019 in an initial aggregate principal amount of $1,000,000,000.

 “ 2024 Notes Indenture ” means the
Indenture dated as of February 22, 2019 among Borrower and Wells Fargo Bank, National Association, as trustee, under which the
2024 Notes were issued.

 “ 2024 Notes Transactions ” means the “Refinancing
Transactions” (as defined in the 2024 Notes Indenture).

 “ 2025
Notes ” means, collectively, Borrower’s 6.250% Senior Notes due 2025 issued on April 28, 2020 in an aggregate
principal amount of $850,000,000 and 6.250% Senior Notes due 2025 issued on May 27, 2020 in an aggregate principal amount of
$300,000,000.

 1

 “ 2025 Notes Indenture ”
means the Indenture dated as of April 28, 2020 among Borrower and Wells Fargo Bank, National Association, as trustee, under which
the 2025 Notes were issued.

 “ 2025 Notes Transactions ” means the “Refinancing
Transactions” (as defined in the 2025 Notes Indenture).

 “ 2028 Notes ” means Borrower’s 6.250%
Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830,000,000.

 “ 2028 Notes Indenture ”
means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee and notes
collateral agent, under which the 2028 Notes were issued.

 “ 2031 Notes ”
means Borrower’s 7.125% Senior Notes due 2031 issued on May 24, 2023 in an initial aggregate principal amount of $450,000,000.

 “ 2031 Notes Indenture ”
means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under
which the 2031 Notes were issued.

 “ 2032 Notes ” means Borrower’s 7.125%
Senior Notes due 2032 issued on December 13, 2023 in an initial aggregate principal amount of $585,000,000.

 “ 2032 Notes Indenture ” means the
Indenture dated as of December 13, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under
which the 2032 Notes were issued.

 “ Acquired Indebtedness ”
means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged,
consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect
to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of
the preceding sentence, on the date of consummation of such acquisition of such assets.

 “ Additional Lender ”
means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and
that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.15 or (b) Credit Agreement
Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.16 ; provided that each Additional
Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject
to the approval of Agent (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would
be required from Agent under Section 11.1(a)(iv) for an assignment of Loans to such Additional Lender.

 “ Additional Refinancing Amount ” means,
in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness,
Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses,
defeasance costs and fees in respect thereof.

 “ Affected Financial Institution ” means
(a) any EEA Financial Institution or (b) any UK Financial Institution.

 “ Affected Lender ” has the meaning ascribed
to it in Section 2.14(d) .

 2

 “ Affiliate ”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or otherwise.

 “ Affiliate Transaction ” has the meaning
ascribed to it in Section 7.5(a) .

 “ Agent ” has the meaning ascribed to it
in the preamble to this Agreement.

 “ Agreement ” has the meaning given to such
term in the preamble hereto.

 “ All-In Yield ”
means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees
(and similar yield related discounts, deducts or payments), a Term SOFR floor or Base Rate floor greater than 1.0% per annum or 2.0%
per annum, respectively (with such increased amount being equated to interest margins for purposes of determining any increase to the
Applicable Margin), or otherwise; provided that original issue discount and upfront fees shall be equated to interest rate assuming
a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness);
and provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees or underwriting or
similar fees paid to arrangers for such Indebtedness that are not shared with the lenders providing such Indebtedness.

 “ Allocable Amount ” has the meaning ascribed
to it in Section 13.7(b) .

 “ Amendment No. 6 ”
means the Refinancing Amendment (Amendment No. 6 to Credit Agreement) dated as of March 3, 2021 among Borrower, the other Credit
Parties thereto, the Lenders party thereto and Agent.

 “ Amendment No. 6
Closing Date ” has the meaning set forth in Amendment No. 6, and occurred on March 3, 2021.

 “Amendment No. 7 ” means Amendment
No. 7 to Credit Agreement dated as of June 10, 2022 among Borrower, the other Credit Parties thereto, the Lenders party
thereto and Agent.

 “ Amendment No. 7
Closing Date ” has the meaning set forth in Amendment No. 7, and occurred on June 10, 2022.

 “ Amendment No. 8 ” means
Refinancing Amendment (Amendment No. 8 to Credit Agreement) dated as of May 24, 2023 among Borrower, the other Credit
Parties thereto, the Lenders party thereto and Agent.

 “ Amendment No. 8
Closing Date ” has the meaning set forth in Amendment No. 8, and occurred on May 24, 2023.

 “ Amendment No. 9 ” means the
Incremental Amendment (Amendment No. 9 to Credit Agreement) dated as of December 13, 2023 among Borrower, the other Credit
Parties party thereto, the Lenders party thereto and Agent.

 “ Amendment No. 9
Closing Date ” has the meaning set forth in Amendment No. 9, and occurred on December 13, 2023.

 3

 “ Amendment No. 10 ” means the
Refinancing Amendment (Amendment No. 10 to Credit Agreement) dated as of February 26, 2025 among Borrower, the other
Credit Parties party thereto, the Lenders party thereto and Agent.

 “ Amendment No. 10 Closing Date ”
has the meaning set forth in Amendment No. 10, and occurred on February 26, 2025.

 “Amendment
No. 11 Closing Date” has the meaning set forth in Amendment No. 11, and occurred on May 29, 2026.

 “Amendment
No. 11” means the Amendment No. 11 to Credit Agreement dated as of May 29, 2026 among Borrower, the other Credit
Parties party thereto, the Lenders party thereto and Agent.

 “ Applicable Margin ” shall mean for any
day with respect to:

 (i)            [reserved];

 (ii)           (x) any Term SOFR Loan that is a Term B-2 Loan, from the Amendment No. 8

 Closing Date until (but not including) the Amendment
No. 10 Effective Date, 2.00% per annum and (y) any Base Rate Loan that is a Term B-2 Loan, from the Amendment No. 8 Closing
Date until (but not including) the Amendment No. 10 Effective Date, 1.00% per annum;

 (iii)          (x) any Term
SOFR Loan that is a Term B-3 Loan, from the Amendment No. 9 Closing Date until (but not including) the Amendment No. 10 Effective
Date, 2.00% per annum and (y) any Base Rate Loan that is a Term B-3 Loan, from the Amendment No. 9 Closing Date until (but
not including) the Amendment No. 10 Effective Date, 1.00% per annum;

 (iv)          (x) from the
Amendment No. 10 Closing Date until delivery of the Compliance Certificate pursuant to Section 5.1(a) for the fiscal
quarter ended September 30, 2025 (a) any Term SOFR Loan that is a Term B-2 Loan or a Term B-3 Loan, 1.75% and (b) any
Base Rate Loan that is a Term B-2 Loan or a Term B-3 Loan, 0.75% per annum and (y) at any time upon or after delivery of the Compliance
Certificate pursuant to Section 5.1(a) for the fiscal quarter ended September 30, 2025, for
any Term B-2 Loan or Term B-3 Loan, the following percentages per annum, based upon the Consolidated First Lien Net Leverage Ratio
as of the last day of the most recently ended Fiscal Quarter of Borrower and as set forth in the most recent Compliance Certificate received
by Agent pursuant to Section 5.1(a) :

 Applicable Margin

 Pricing
 Level
 Consolidated First Lien Net
 Leverage Ratio
 Term SOFR Loans
 Base Rate Loans

 1
 >1.21:1.00
 1.75 %
 0.75 %

 2
 ≤1.21:1.00
 1.50 %
 0.50 %

 (v)             (x) from
the Amendment No. 11 Closing Date until the date that is six months after the Amendment No. 11 Closing Date, (a) any Term
SOFR Loan that is a Term B-4 Loan, 1.50% and (b) any Base Rate Loan that is a Term B-4 Loan, 0.50% per annum and (y) thereafter,
for any Term B-4 Loan, based upon the Consolidated First Lien Net Leverage Ratio as of the last day of the most recently ended Fiscal
Quarter of Borrower and as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 5.1(a):

 4

 Applicable Margin

 Pricing

Level

 Consolidated First Lien Net

Leverage Ratio

 Term SOFR Loans

 Base Rate Loans

 1

 >1.21:1.00

 1.50%

 0.50%

 2

 ≤1.21:1.00

 1.375%

 0.375%

 Any increase or decrease in
the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the third
Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(a) ; provided
that at the option of the Requisite Lenders, the highest pricing level (i.e., Pricing Level 1) shall apply as of the third Business Day
after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so
apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined
in accordance with this definition shall apply).

 In the event that any calculation
of the Consolidated First Lien Net Leverage Ratio calculation in any previously delivered Compliance Certificate was incorrect or inaccurate
(regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin
applied for such Applicable Period, then (i) Borrower shall as soon as practicable deliver to Agent the corrected calculation for
such Applicable Period, (ii) the Applicable Margin shall be determined as if the category for such higher Applicable Margin were
applicable for such Applicable Period and (iii) Borrower shall as promptly as practicable pay to Agent (for the account of the Lenders
during the period or their respective successors and permitted assigns) the accrued additional Interest Payments owing as a result of
such increased Applicable Margin for such period. This paragraph shall not limit the rights of Agent or the Lenders with respect to Article 9
hereof, and shall survive the termination of this Agreement.

 “ Approved Commercial
Bank ” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

 “ Approved Fund ” means, with respect to
any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise
investing in revolving commercial loans and similar extensions of credit in the ordinary course of its business and (b) is
advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than a natural
Person) or any Affiliate of any Person (other than a natural Person) that administers or manages such Lender.

 “ Asset Sale ” means:

 (1)           the
sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or
assets (including by way of Sale/ Leaseback Transactions) outside the ordinary course of business of Borrower or any Restricted
Subsidiary (each referred to in this definition as a “ disposition ”); or

 5

 (2)           the
issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third
parties to the extent required by applicable law) of any Restricted Subsidiary (other than to Borrower or another Restricted Subsidiary)
(whether in a single transaction or a series of related transactions), in each case other than:

 (a)           a
disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, surplus, uneconomic, negligible or worn out property
or equipment in the ordinary course of business (including the abandonment of any intellectual property or surrender or transfer for
no consideration) or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense;

 (b)           the
disposition of all or substantially all of the assets of Borrower or any Guarantor in a manner permitted pursuant to Section 7.8
or any disposition that constitutes a Change of Control;

 (c)           any
Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.2 ;

 (d)           any
disposition of assets of Borrower or any Restricted Subsidiary or issuance or sale of Equity Interests of Borrower or any Restricted
Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an
aggregate Fair Market Value (as determined in good faith by Borrower) of less than $55.0 million;

 (e)           any
disposition of property or assets, or the sale or issuance of securities, by Borrower or a Restricted Subsidiary to Borrower or a Restricted
Subsidiary; provided that no Credit Party that is a Non-Con-way Subsidiary may dispose of any Equity Interests or any Principal
Property to a Con-way Subsidiary pursuant to this clause (e) if such disposition would cause such Equity Interests or such Principal
Property to be Excluded Property, unless Borrower agrees that such property will not constitute Excluded Property;

 (f)          any
disposition of the Capital Stock of any joint venture to the extent required by the terms of customary buy-sell type arrangements entered
into in connection with the formation of such joint venture;

 (g)            any
exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or
greater market value or usefulness to the business of Borrower and the Restricted Subsidiaries as a whole, as determined in good faith
by Borrower;

 (h)           foreclosure
or any similar action with respect to any property or other asset of Borrower or any of its Restricted Subsidiaries;

 (i)            any
disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 (j)            the
lease, assignment or sublease of any real or personal property in the ordinary course of business;

 (k)           any sale of inventory or other assets in the ordinary course of business;

 (l)            any
grant in the ordinary course of business of any license or sublicense of patents, trademarks, know-how or any other intellectual property;

 6

 (m)          any
swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection
with any outsourcing arrangements) of comparable or greater value or usefulness to the business of Borrower and the Restricted Subsidiaries
as a whole, as determined in good faith by Borrower;

 (n)           a
transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest
therein), including by a Securitization Subsidiary in a Qualified Securitization Financing;

 (o)           (i) any
financing transaction with respect to property built or acquired by Borrower or any Restricted Subsidiary after the Closing Date, including
any Sale/Leaseback Transaction or asset securitization permitted by this Agreement, and (ii) any Sale/Leaseback Transaction consummated
with respect to Railcars that Borrower or any of its Restricted Subsidiaries acquires from the original lessor thereof in connection
with the termination of the related lease and with the intent of refinancing such Railcars under a new Sale/Leaseback Transaction;

 (p)           dispositions in connection with Permitted Liens;

 (q)           any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired
its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each
case comprising all or a portion of the consideration in respect of such sale or acquisition;

 (r)            dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings and exclusive of factoring or similar arrangements;

 (s)           any
surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims
of any kind;

 (t)            making
Chassis, containers and Railcars available, on a non-exclusive basis, to third parties in the ordinary course of business consistent
with past practices and undertaken in good faith;

 (u)           [reserved];

 (v)           any
transfer of accounts receivable and related assets in connection with any factoring or similar arrangements entered into by Foreign Subsidiaries
on arm’s-length terms;

 (w)          dispositions
of real property (i) for the purpose of (x) resolving minor title disputes or defects, including encroachments and lot line
adjustments, or (y) granting easements, rights of way or access and egress agreements, or (ii) to any Governmental Authority
in consideration of the grant, issuance, consent or approval of or to any development agreement, change of zoning or zoning variance,
permit or authorization in connection with the conduct of any Credit Party’s business, in each case which does not materially interfere
with the business conducted on such real property;

 7

 (x)            if
and for so long as Borrower or any of its Subsidiaries holds Capital Stock that constitutes “margin stock” within the
meaning of Regulation U, dispositions of such Capital Stock to the extent that the value of such Capital Stock, together with the
value of all other margin stock held by Borrower and its Subsidiaries, exceeds 25% of the total value of their assets; and

 (y)            the
Spin Distributions and any other dispositions pursuant to the Spin Transactions.

 “ Assignment Agreement ” has the meaning
ascribed to it in Section 11.1(a)(i) .

 “ Available Tenor ”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a
term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period
pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark
pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 2.12 .

 “ Bail-In Action ”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.

 “ Bail-In Legislation ” means,
(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to
time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).

 “ Bankruptcy Code ” means the United States
Bankruptcy Code, 11 U.S.C. §§ 101 et seq .

 “ Bankruptcy Law ”
means the Bankruptcy Code or any similar Federal or state law for the relief of debtors.

 “ Base Rate ”
means, for any day, a floating rate equal to the highest of (i) the rate of interest per annum from time to time published in the
 “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one
rate is published as the Prime Lending Rate, then the highest of such rates (the “ Prime Rate ”) (each change in the
Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that
is different from that published on the preceding domestic Business Day); provided , that in the event that The Wall Street
Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, Agent shall choose (in a manner consistent with its
choice under similar credit agreements in respect of which Agent is acting as administrative agent) a reasonably comparable index or
source to use as the basis for the Prime Lending Rate, (ii) the Federal Funds Rate plus 50 basis points per annum and (iii) Term
SOFR for an Interest Period of one-month beginning on such day plus 1.00%. In no event shall the Base Rate be less than 0.00%.
Each change in any interest rate provided for in this Agreement based upon the Base Rate shall take effect at the time of such change
in the Base Rate. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of
doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(d), then the Base Rate shall be the greater
of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above.

 8

 “ Base Rate Loan ” means a Loan or portion
thereof bearing interest by reference to the Base Rate.

 “ Base Rate Margin ”
means the per annum interest rate margin from time to time in effect and payable with respect to Base Rate Loans, as determined in accordance
with the definition of Applicable Margin.

 “ Benchmark ”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.12 .

 “ Benchmark Replacement ”
means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that
can be determined by Agent for the applicable Benchmark Replacement Date:

 (1)           the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

 (2)           the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

 (3)            the sum of: (a) the
alternate benchmark rate that has been selected by Agent and Borrower giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment;

 If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed
to be the Floor for the purposes of this Agreement and the other Loan Documents.

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by Agent and Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market
convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities

 9

 “ Benchmark
Replacement Conforming Changes ” means, with respect to the use, administration, adoption or implementation of any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,”
the definition of “Interest Period,” or any similar or analogous definition (or the addition of a new concept of
 “interest period”) timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, the addition of conversion or continuation and notices related thereto,
the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or
operational matters) that Agent decides, after consultation with Borrower, in its reasonable discretion may be appropriate to
reflect the adoption and implementation of such Benchmark Replacement or to permit the use and administration thereof by Agent in a
manner substantially consistent with market practice (or, if Agent decides in its reasonable discretion that adoption of any portion
of such market practice is not administratively feasible or if Agent determines in its reasonable discretion that no market practice
for the administration of such Benchmark Replacement exists, in such other manner of administration as Agent decides, after
consultation with Borrower, in connection with the administration of this Agreement and the other Loan Documents).

 “ Benchmark Replacement
Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:

 (a)            in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date of
the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or

 (2)           in the
case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the
published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.

 For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect
to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors
of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark Transition
Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:

 (1)           a public
statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof), permanently or indefinitely, provided that , at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

 (2)           a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the Term SOFR Administrator, an
insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or
resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator
of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
thereof) permanently or indefinitely; provided that , at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

 10

 (3)           a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

 For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).

 “ Benchmark Unavailability
Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

 “ Benefit
Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in and subject to Section 4975 of the IRC or (c) any Person whose assets
include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the IRC) the
assets of any such “employee benefit plan” or “plan”.

 “ BHC Act Affiliate ”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.

 “ Bilateral Agent ”
means Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent and collateral agent, and any successors
thereto.

 “ Bilateral Credit
Agreement ” means the Senior Secured Term Loan Credit Agreement, dated as of April 3, 2020 (as amended, amended and restated,
extended, supplemented or otherwise modified from time to time), among Borrower, certain subsidiaries of Borrower from time to time party
thereto, the lenders from time to time party thereto and Credit Agricole Corporate and Investment Bank, in its capacity as administrative
agent and collateral agent for the lenders party thereto.

 “ Bilateral Credit Facility ” means the term
loan and letter of credit facilities under the Bilateral Credit Agreement.

 “ Board of Directors ”
means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person
(or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly
authorized committee thereof.

 “ Borrower ” has the meaning ascribed to
it in the preamble.

 “ Borrower Materials ” has the meaning ascribed
to it in Section 10.13(a) .

 “ Borrower Workspace ” has the meaning ascribed
to it in Section 10.13(a) .

 11

 “ Bridge Credit Agreement ” means that certain
Credit Agreement, dated as of December

 24, 2018, by and among Borrower, as Borrower, Citibank, N.A., as Agent
and the other parties thereto.

 “ Business Day ”
means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York,
and if such day relates to any interest rate settings as to a Term SOFR Loan, any fundings, disbursements, settlements and payments in
respect of any such Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Loan, means any such
day that is a U.S. Government Securities Business Day.

 “ Capital Expenditures ”
shall mean, for any period, the additions to property, plant and equipment, capitalized investment and development costs, and other capital
expenditures (including capitalized software) of Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated
statement of cash flows of Borrower for such period prepared in accordance with GAAP.

 “ Capital Stock ” means:

 (1)           in the case of a corporation, corporate stock or shares;

 (2)           in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;

 (3)           in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

 (4)           any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.

 “ Capitalized Lease
Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) in accordance with GAAP.

 “ Cash Equivalents ” means:

 (1)            Dollars,
pounds sterling, euros, Canadian dollars, Singapore dollars, the national currency of any member state in the European Union or such
other local currencies held by Borrower or a Restricted Subsidiary from time to time in the ordinary course of business;

 (2)            securities
issued or directly and fully guaranteed or insured by the U.S. government, Canada, Switzerland or any country that is a member of the
European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

 (3)            certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $250.0 million and whose long-term debt is rated at least “A” or the equivalent thereof
by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

 12

 (4)          repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;

 (5)          commercial
paper issued by a corporation (other than an Affiliate of Borrower) rated at least “A-1” or the equivalent thereof by Moody’s
or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one
year after the date of acquisition;

 (6)           readily
marketable direct obligations issued by any state of the United States of America or any political subdivision thereof or any Canadian
province having at least a rating of Aa3 from Moody’s or a rating of AA- from S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

 (7)          Indebtedness
issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or reasonably
equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the
date of acquisition;

 (8)          investment
funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

 (9)          instruments
equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United
States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

 “ cash management services ”
means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated
clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or
operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other
cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

 “ Casualty Event ” means any event that
gives rise to the receipt by Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of
any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets
or real property.

 “ CERCLA ” has the meaning ascribed to it
in the definition of “Environmental Laws”.

 “ CFC ” means a “controlled foreign
corporation” within the meaning of Section 957 of the IRC.

 “ Change of Control ” means (a) any
 “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other
than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 35%, or more, of the Capital Stock of Borrower entitled (without regard to the occurrence of any contingency) to vote for the
election of members of the Board of Directors of Borrower or (b) a majority of the members of the Board of Directors of
Borrower do not constitute Continuing Directors.

 13

 “ Charges ”
means all federal, state, provincial, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the
PBGC at the time due and payable), levies, assessments, charges, claims or encumbrances owed by any Credit Party and upon or relating
to (a) the Obligations hereunder, (b) the Collateral, (c) the employees, payroll, income, capital or gross receipts of
any Credit Party, (d) any Credit Party’s ownership or use of any properties or other assets, or (e) any other aspect
of any Credit Party’s business.

 “ Chassis ”
means any intermodal chassis consisting of steel frames with rubber tires used to transport containers over highways.

 “ Closing Date ” means October 30, 2015.

 “ Code ”
means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided ,
that to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in
different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided , further ,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority
of, or remedies with respect to, Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in another State other than the State of New York, the term “ Code ” means the
Uniform Commercial Code in such other State.

 “ Collateral ”
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrower or any Guarantor in or upon
which a Lien is granted by such Person in favor of Agent under any of the Collateral Documents.

 “ Collateral Documents ” means the
Security Agreement, the Intellectual Property Security Agreements and all similar agreements entered into guarantying payment of, or
granting a Lien upon property as security for payment of, the Obligations hereunder.

 “ Commitments ”
means, collectively, the aggregate Commitments of the Lenders, and the term “Commitment” with respect to an individual Lender
means such Lender’s commitment to make Loans to Borrower in accordance with the terms of this Agreement and, (x) with respect
to each Term B-2 Lender, the Term B-2 Commitment of such Term B-2 Lender and ,
(y) with respect to each Term B-3 Lender, the Term B-3 Commitment of such Term B-3 Lender
and (z) with respect to each Term B-4 Lender, the Term B-4 Commitment, if any, of such Term B-4 Lender. The Commitments of
each Term B-2 Lender and the aggregate Commitments of all Term B-2 Lenders on the Amendment No. 10 Closing Date are set forth on
Schedule 1 to Amendment No. 10. The Commitments of each Term B-3 Lender and the aggregate Commitments of all Term B-3 Lenders on
the Amendment No. 10 Closing Date are set forth on Schedule 2 to Amendment No. 10. The
Commitments of each Term B-4 Lender with respect to Term B-4 Loans that are Incremental Term Loans (as defined in Amendment No. 11)
are set forth on Schedule 1 to Amendment No. 11.

 “ Commodity Exchange
Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

 “ Compliance
Certificate ” means a certificate substantially in the form of Exhibit 1.1(c) and which certificate shall
in any event be a certificate of a Financial Officer (a) certifying as to whether a Default has occurred and is continuing and,
if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (b) in the
case of Financial Statements delivered under Section 5.1(c) , setting forth reasonably detailed calculations, beginning
with the financial statements for the Fiscal Year of Borrower ending December 31, 2016, of Excess Cash Flow for such fiscal
year, (c) in the case of Financial Statements delivered under Section 5.1(c) , setting forth a reasonably detailed
calculation of the Net Proceeds received during the applicable period by or on behalf of, Borrower or any of its Restricted
Subsidiaries in respect of any Asset Sale subject to prepayment pursuant to Section 2.3(b)(ii)(A) and the portion
of such Net Proceeds that has been invested or are intended to be reinvested in accordance with Section 2.3(b)(ii)(B) and
(d) setting forth reasonably detailed calculations of the Consolidated First Lien Net Leverage Ratio for the most recently
ended period of four consecutive Fiscal Quarters.

 14

 “ Consolidated Depreciation
and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs
and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance with GAAP.

 “ Consolidated First
Lien Net Leverage Calculation Date ” has the meaning set forth in the definition of “Consolidated First Lien Net Leverage
Ratio”.

 “ Consolidated First
Lien Net Leverage Ratio ” means, with respect to any Person, at any date, the ratio of (i) First Lien Secured Indebtedness
of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with
GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such
Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA
of such Person for the four full consecutive Fiscal Quarters most recently then ended.

 In the event that Borrower
or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified Stock
or Preferred Stock subsequent to the commencement of the period for which the Consolidated First Lien Net Leverage Ratio is being calculated
but prior to the event for which the calculation of the Consolidated First Lien Net Leverage Ratio is made (the “ Consolidated
First Lien Net Leverage Calculation Date ”), then the Consolidated First Lien Net Leverage Ratio shall be calculated giving
pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption
of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period.

 For purposes of making the
computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued
operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that Borrower or
any Restricted Subsidiary has made during the four-quarter reference period and on or prior to or simultaneously with the
Consolidated First Lien Net Leverage Calculation Date (each, for purposes of this definition, a “ pro forma
event ”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, amalgamations, consolidations or discontinued operations (and the change of any associated fixed charge obligations and the
change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that,
notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive
agreement for the sale, transfer or other disposition in respect thereof has been entered into, Borrower shall not make such
computations on a pro forma basis for any such classification for any period until such sale, transfer or other disposition has been
consummated. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or
into Borrower or any Restricted Subsidiary since the beginning of such period shall have consummated any pro forma event that would
have required adjustment pursuant to this definition, then the Consolidated First Lien Net Leverage Ratio shall be calculated giving
pro forma effect thereto for such period as if such pro forma event had occurred at the beginning of the applicable four-quarter
period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted
Subsidiary is designated a Restricted Subsidiary, then the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

 15

 For purposes of this
definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may
include adjustments appropriate, in the reasonable good faith determination of Borrower, to reflect operating expense reductions and
other operating improvements or synergies reasonably expected to result from the applicable event within 18 months of the date the
applicable event is consummated. For the avoidance of doubt, adjustments to the computation of the Consolidated First Lien Net
Leverage Ratio arising from any pro forma event and made in accordance with this paragraph and the paragraph immediately
above shall not be subject to the 20% cap set forth in clause (9) of the definition of “EBITDA”.

 If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Consolidated First Lien Net Leverage Calculation Date had been the applicable rate for the entire period (taking into account
any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting
officer of Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of
making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that
may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,
or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen
as Borrower may designate.

 For purposes of this definition,
any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the
most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA
for the applicable period.

 Notwithstanding anything to
the contrary in this Agreement, including this definition, when calculating the Consolidated First Lien Net Leverage Ratio for purposes
of the definitions of “Applicable Margin” the events described in the second and third paragraphs of this definition that
occurred subsequent to the end of the most recently ended consecutive four Fiscal Quarter period shall not be given pro forma effect.

 “ Consolidated EBITDA ”
means, as of any date of determination, the EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended four full
fiscal quarters for which internal financial statements are available, on a consolidated basis, calculated on a pro forma basis consistent
with the calculations made under the definition of Fixed Charge Coverage Ratio or Consolidated Secured Net Leverage Ratio, as applicable.

 16

 “ Consolidated Interest
Expense ” means, with respect to any Person for any period, the sum, without duplication, of:

 (1)          consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant
to interest rate Hedging Obligations, amortization of deferred financing fees and original issue discount, debt issuance costs, commissions,
fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement
in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus

 (2)           consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

 (3)           commissions,
discounts, yield and other fees and charges Incurred in connection with any Securitization Financing which are payable to Persons other
than Borrower and the Restricted Subsidiaries; minus

 (4) interest income for such period.

 For purposes of this definition,
interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Borrower to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

 “ Consolidated Net
Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis; provided , however , that:

 (1)            any
net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges
shall be excluded;

 (2)            any
severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee
benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration
of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs,
facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses, commissions
or charges related to any issuance, redemption, repurchase, retirement or acquisition of Equity Interests, Investment, acquisition,
disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or
not successful), and any fees, expenses or charges related to the Spin Transactions, the Refinancing Transactions, the Norbert Transactions,
the 2023 Notes Transactions, the 2024 Notes Transactions and the 2025 Notes Transactions and the Transactions, in each case, shall be
excluded;

 (3)            effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including,
without limitation, the effects of adjustments to (A) Capitalized Lease Obligations or (B) any other deferrals of income) in
amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any
amounts thereof, net of taxes, shall be excluded;

 (4)            the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

 17

 (5)            any
net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax
gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded;
provided that notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive
agreement for the sale, transfer or other disposition in respect thereof has been entered into, such Person shall not exclude any such
net after-tax income or loss or any such net after-tax gains or losses attributable thereto until such sale, transfer or other disposition
has been consummated;

 (6)            any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset
dispositions other than in the ordinary course of business (as determined in good faith by management of Borrower) shall be excluded;

 (7)            any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness,
Hedging Obligations or other derivative instruments shall be excluded;

 (8)            (a) the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period
and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted
into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from
any Person in excess of, but without duplication of, the amounts included in subclause (a);

 (9)            solely
for the purpose of determining the amount available for Restricted Payments under clause (2) of the definition of
 “Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be
excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its
Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or,
directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with
respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net
Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash
(or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

 (10)          an
amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period
in accordance with Section 7.2(b)(xi) shall be included as though such amounts had been paid as income taxes directly
by such Person for such period;

 (11)         any
impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments
arising pursuant to GAAP shall be excluded;

 (12)         any
non-cash expense realized or resulting from management equity plans, stock option plans, employee benefit plans or post-employment
benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock
or other rights shall be excluded;

 18

 (13)         any (a) non-cash
compensation charges, (b) costs and expenses related to employment of terminated employees, or (c) costs or expenses realized
in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Amendment No. 8
Closing Date of officers, directors and employees, in each case of such Person or any Restricted Subsidiary, shall be excluded;

 (14)         accruals
and reserves that are established or adjusted within 12 months after the Amendment No. 8 Closing Date and that are so required to
be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

 (15)         non-cash
gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations
shall be excluded;

 (16)         any
currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging
transactions for currency exchange risk, shall be excluded;

 (17)         (a) to
the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by
the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with
a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption shall be excluded and (b) amounts in respect of which such Person has determined that there exists
reasonable evidence that such amounts will in fact be reimbursed by insurance in respect of lost revenues or earnings in respect of liability
or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount,
to the extent included in Net Income in a future period); and

 (18)         non-cash charges for deferred tax asset valuation allowances shall be excluded.

 Notwithstanding the foregoing,
for the purpose of Section 7.2 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans
or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments
or transfers increase the amount of Restricted Payments permitted under Section 7.2 pursuant to clauses (5) and (6) of
the definition of “Cumulative Credit.”

 “ Consolidated Non-Cash
Charges ” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and
Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period
on a consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent
an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall
be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization
of a prepaid cash item that was paid in a prior period.

 19

 “ Consolidated Secured
Net Leverage Ratio ” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person
and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the
amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its
Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA
of such Person for the four full Fiscal Quarters for which internal financial statements are available immediately preceding such date
on which such additional Indebtedness is Incurred.

 In the event that Borrower
or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Net Leverage Ratio is being
calculated but prior to the event for which the calculation of the Consolidated Secured Net Leverage Ratio is made (the
 “ Consolidated Secured Net Leverage Calculation Date ”), then the Consolidated Secured Net Leverage Ratio shall be
calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance,
repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable
four-quarter period; provided that, for purposes of clause 6(B) of the definition of “Permitted Lien”,
Borrower may elect pursuant to an Officer’s Certificate delivered to Agent to treat all or any portion of the commitment under
any Indebtedness as being Incurred at the time of delivery of such Officer’s Certificate, in which case any subsequent
Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such
subsequent time, and to the extent Borrower elects pursuant to such an Officer’s Certificate delivered to Agent to treat all
or any portion of the commitment under any Indebtedness as being Incurred at the time of delivery of such Officer’s
Certificate, solely for purposes of clause 6(B) of the definition of “Permitted Lien”, Borrower shall deem all or
such portion of such commitment as having been Incurred and to be outstanding for purposes of calculating the Consolidated Secured
Net Leverage Ratio for any period in which Borrower makes any such election and for any subsequent period until such commitments are
no longer outstanding, or until Borrower elects to withdraw such election.

 For purposes of making the
computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued
operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that Borrower or any
Restricted Subsidiary has made during the four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Consolidated Secured Net Leverage Calculation Date (each, for purposes of this definition, a “ pro forma
event ”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations or discontinued operations (and the change of any associated fixed charge obligations and the change in EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period; provided that, notwithstanding any classification of any
Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other disposition
in respect thereof has been entered into, Borrower shall not make such computations on a pro forma basis for any such classification
for any period until such sale, transfer or other disposition has been consummated. If since the beginning of such period any Person
that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning
of such period shall have consummated any pro forma event that would have required adjustment pursuant to this definition, then
the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such pro
forma event had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted
Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated
Secured Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred
at the beginning of the applicable four-quarter period.

 20

 For purposes of this definition,
whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may include adjustments appropriate,
in the reasonable good faith determination of Borrower, to reflect operating expense reductions and other operating improvements or synergies
reasonably expected to result from the applicable event within 18 months of the date the applicable event is consummated. For the avoidance
of doubt, adjustments to the computation of the Consolidated Secured Net Leverage Ratio arising from any pro forma event and made
in accordance with this paragraph and the paragraph immediately above shall not be subject to the 20% cap set forth in clause (9) of
the definition of “EBITDA”.

 If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the Consolidated Secured Net Leverage Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months).
Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial
or accounting officer of Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as Borrower may designate.

 For purposes of this definition,
any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the
most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA
for the applicable period. Notwithstanding anything to the contrary in this definition, for the purpose of determining the ECF Percentage,
pro forma effect shall not be given to events occurring after the period for which the Consolidated Secured Net Leverage Ratio is being
calculated.

 “ Consolidated Taxes ”
means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation,
state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising
from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

 “ Consolidated Total
Indebtedness ” means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate
principal amount of all outstanding Indebtedness of Borrower and the Restricted Subsidiaries (excluding any undrawn letters of credit)
consisting of bankers’ acceptances and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified
Stock of Borrower and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified
Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined
on a consolidated basis in accordance with GAAP.

 21

 “ Contingent Obligations ”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not
constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in
any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

 (1)            to
purchase any such primary obligation or any property constituting direct or indirect security therefor,

 (2) to advance or supply funds:

 (a) for the purchase or payment of any such
 primary obligation; or

 (b)           to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;
or

 (3)           to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.

 “ Continuing Director ”
means (a) any member of the Board of Directors who was a director of Borrower on the Amendment No. 8 Closing Date and (b) any
individual who becomes a member of the Board of Directors after the Amendment No. 8 Closing Date if such individual was approved,
appointed or nominated for election to the Board of Directors by Jacobs Private Equity, LLC (or any Affiliate thereof) or a majority
of the Continuing Directors.

 “ Contract Consideration ” has the meaning
specified in the definition of “Excess Cash Flow”.

 “ Contractual Obligations ” means, with
respect to any Person, any security issued by such Person or any document or undertaking (other than a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any of its property is subject.

 “ Con-way ” means XPO CNW, Inc., a Delaware
corporation.

 “ Con-way Acquisition ”
means the acquisition by Borrower, directly or indirectly, of all of the outstanding capital stock of Con-way in accordance with the
Con-way Acquisition Agreement.

 “ Con-way Acquisition
Agreement ” means that certain Agreement and Plan of Merger by and among Borrower, Con-way and Canada Merger Corp., dated as
of September 9, 2015, together with all exhibits, annexes and schedules thereto, as amended or modified from time to time.

 “ Con-way Acquisition
Agreement Representations ” means the representations made by or on behalf of Con-way and its Subsidiaries in the Con-way Acquisition
Agreement as are material to the interests of the Lenders, but only to the extent that Borrower has (or an Affiliate of it has) the right
to terminate (or not perform) its obligations under the Con-way Acquisition Agreement as a result of a breach of such representations
in the Con-way Acquisition Agreement.

 “ Con-way Existing Indebtedness ” means Indebtedness
under Conway’s 6.70% Senior Debentures due 2034.

 22

 “ Con-way Material
Adverse Effect ” means any event, change, effect, development, circumstance, state of facts, condition or occurrence (each,
an “ Effect ”) that, when considered individually or in the aggregate with all other Effects, is or would
reasonably be expected to have a material adverse effect on (x) the ability of Con-way to timely perform its obligations under,
and consummate the transactions contemplated by, the Con-way Acquisition Agreement (for purposes of this definition, together with
the Offer and the Merger (for purposes of this definition, as each such term is defined in the Con-way Acquisition Agreement as in
effect on September 9, 2015), the “Transactions” provided that, the Transactions, for purposes of Con-way’s
representations and warranties contained in the Con-way Acquisition Agreement, shall not include the Financing (for purposes of this
definition, as defined in the Con-way Acquisition Agreement as in effect on September 9, 2015)) or (y) the business,
condition (financial or otherwise) or results of operations of Con-way and its Subsidiaries (for purposes of this definition, as
defined in the Con-way Acquisition Agreement as in effect on September 9, 2015), taken as a whole; provided that no
change or development resulting from or arising out of any of the following, alone or in combination, shall be deemed to constitute
or be taken into account in determining whether there has been a Con-way Material Adverse Effect under clause (y):

 (a)            changes
or developments in economic conditions generally in the United States or other countries in which Con-way or any of its Subsidiaries
conduct operations, including (1) any changes or developments in or affecting the securities, credit or financial markets, (2) any
changes or developments in or affecting interest or exchange rates or (3) the effect of any potential or actual government shutdown,
except to the extent such changes or developments have a disproportionate effect on Con-way and its Subsidiaries, taken as a whole, relative
to others in the industry or industries in which Con-way and its Subsidiaries operate;

 (b)            changes
or developments in or affecting the industry or industries in which Con-way or any of its Subsidiaries operate (including such changes
or developments resulting from general economic conditions), except to the extent that such changes or developments have a disproportionate
effect on Con-way and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries
operate;

 (c)            the
announcement of the Con-way Acquisition Agreement and the Transactions, including changes, developments, effects or events as a result
of the identification of Parent (for purposes of this definition, as defined in the Con-way Acquisition Agreement as in effect on September 9,
2015) or any of its Affiliates (for purposes of this definition, as defined in the Con-way Acquisition Agreement as in effect on September 9,
2015) as the acquirer of Con-way;

 (d)            changes
or developments arising out of acts of terrorism or sabotage, civil disturbances or unrest, war (whether or not declared), the commencement,
continuation or escalation of a war or military action, acts of hostility, weather conditions or other acts of God (including storms,
earthquakes, floods or other natural disasters), including any material worsening of such conditions threatened or existing on the date
of the Con-way Acquisition Agreement, except to the extent that they have a disproportionate effect on Con-way and its Subsidiaries,
taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries operate;

 (e)            changes
or developments after September 9, 2015 in applicable Laws (for purposes of this definition, as defined in the Con-way Acquisition
Agreement as in effect on September 9, 2015) or the definitive interpretations thereof, except to the extent that such changes or
developments have a disproportionate effect on Con-way and its Subsidiaries, taken as a whole, relative to others in the industry or
industries in which Con-way and its Subsidiaries operate;

 (f)            changes
or developments after September 9, 2015 in generally accepted accounting principles in the United States or any foreign equivalents
thereof or the interpretations thereof, except to the extent that such changes or developments have a disproportionate effect on Con-way
and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which Con-way and its Subsidiaries operate;

 23

 (g)            any
failure by Con-way to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period; provided
that the exception in this clause shall not prevent or otherwise affect a determination that any change or development underlying such
failure has resulted in, or contributed to, a Con-way Material Adverse Effect; and

 (h)            a
decline in the price or trading volume of Con-way’s common stock or any change in the ratings or ratings outlook for Con-way or
any of its Subsidiaries; provided that the exception in this clause shall not prevent or otherwise affect a determination that
any change or development underlying such decline or change has resulted in, or contributed to, a Con-way Material Adverse Effect.

 “ Con-way Merger ”
means the merger of Canada Merger Corp., a wholly owned subsidiary of Borrower, with and into Con-way pursuant to Section 251(h) of
the Delaware General Corporation Law, with Con-way surviving such merger as a wholly owned subsidiary of Borrower in accordance with
the Con-way Acquisition Agreement.

 “ Con-way Specified
Representations ” means the representations and warranties of Borrower (solely as and to the extent they relate to Borrower
or any Guarantor (and not as they may relate to any other Subsidiary of Borrower or any other Person)) set forth in (a) Section 4.1(a) (solely
as it relates to organization and existence) ; (b) clause (a), (b), (c) and (solely with respect to Indebtedness for borrowed
money in excess of $100,000,000) (e) of the first sentence of Section 4.3 ; (c) the second sentence of Section 4.3 ;
(d) Section 4.9 ; (e) Section 4.10 ; (f) the first sentence of Section 4.21 ; (g) the
second sentence of Section 4.21 (solely as it relates to the perfection of security interests in any Collateral the security
interest in which may be perfected by (i) the filing of a UCC financing statement or (ii) the delivery of stock certificates
of each Guarantor…

EX-10.2 · tm2616097d1_ex10-2.htm

EX-10.2
 3
 tm2616097d1_ex10-2.htm
 EXHIBIT 10.2

  

 Exhibit 10.2

  

 EXECUTION VERSION

  

  

 SENIOR SECURED TERM LOAN A CREDIT AGREEMENT

  

 by and among

  

 XPO, INC. (f/k/a XPO LOGISTICS, INC.),

 as Borrower,

  

 THE OTHER SUBSIDIARIES SIGNATORY HERETO,

 as Guarantors,

  

 THE LENDERS SIGNATORY HERETO

FROM TIME TO TIME,

 as Lenders,

  

 WELLS FARGO BANK, NATIONAL ASSOCIATION

 as Agent,

  

 BOFA SECURITIES, INC.

 as Global Coordinator and Structuring Agent

  

 BOFA SECURITIES, INC.,

 WELLS FARGO SECURITIES, LLC,

  

 BMO CAPITAL MARKETS CORP.,

 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

 TRUIST SECURITIES, INC.,

 as Joint Lead Arrangers and Joint Bookrunners

 Dated as of May 29, 2026

  

  

  

  

  

 TABLE OF CONTENTS

  

  
  
 Page

  
  
  

 SENIOR SECURED TERM LOAN A CREDIT AGREEMENT
 1

  
  

 RECITALS
  
 1

  
  
  

 1.
 DEFINITIONS, ACCOUNTING PRINCIPLES AND OTHER INTERPRETIVE
 MATTERS
 1

  
  
  

 1.1.
 Definitions
 1

 1.2.
 Rules of Construction
 57

 1.3.
 Interpretive Matters
 57

 1.4.
 [Reserved]
 58

 1.5.
 Timing of Payment or Performance
 58

 1.6.
 LLC Division/Series Transactions
 58

 1.7.
 Pro Forma Calculations of Leverage Ratios
 58

  
  
  

 2.
 AMOUNT AND TERMS OF CREDIT
 59

  
  
  

 2.1.
 Term Loan A Facility
 59

 2.2.
 Maturity and Repayment of Loans
 61

 2.3.
 Prepayments
 61

 2.4.
 Use of Proceeds
 64

 2.5.
 Interest; Applicable Margins
 64

 2.6.
 [Reserved]
 66

 2.7.
 Fees
 66

 2.8.
 Receipt of Payments
 66

 2.9.
 Application and Allocation of Payments
 66

 2.10.
 Evidence of Debt
 66

 2.11.
 Indemnity
 66

 2.12.
 Interest Rate Determination
 68

 2.13.
 Taxes
 69

 2.14.
 Capital Adequacy; Increased Costs; Illegality
 72

 2.15.
 Incremental Loans
 74

 2.16.
 Refinancing Facilities
 75

 2.17.
 Extended Loans
 76

  
  
  

 3.
 CONDITIONS PRECEDENT
 77

  
  
  

 3.1.
 Conditions to the Closing Date
 77

  
  
  

 4.
 REPRESENTATIONS AND WARRANTIES
 79

  
  
  

 4.1.
 Corporate Existence; Compliance with Law
 79

 4.2.
 Chief Executive Offices; Collateral Locations; FEIN
 80

  

 i

  

  

 4.3.
 Corporate Power; Authorization; Enforceable Obligations;
 No Conflict
 80

 4.4.
 Financial Statements
 80

 4.5.
 Material Adverse Effect
 81

 4.6.
 Ownership of Property;  Liens
 81

 4.7.
 Labor Matters
 81

 4.8.
 Subsidiaries and Joint Ventures
 82

 4.9.
 Investment Company Act
 82

 4.10.
 Margin Regulations
 82

 4.11.
 Taxes/Other
 82

 4.12.
 ERISA
 82

 4.13.
 No Litigation
 83

 4.14.
 [Reserved]
 83

 4.15.
 Intellectual Property
 83

 4.16.
 Full Disclosure
 83

 4.17.
 Environmental Matters
 84

 4.18.
 Insurance
 84

 4.19.
 [Reserved]
 84

 4.20.
 [Reserved]
 84

 4.21.
 Creation and Perfection of Security Interests
 84

 4.22.
 Solvency
 85

 4.23.
 Economic Sanctions and Anti-Money Laundering
 85

 4.24.
 Economic Sanctions, FCPA, Patriot Act; Use of Proceeds
 85

 4.25.
 [Reserved]
 85

 4.26.
 Status as Senior Debt
 85

 4.27.
 FCPA and Related
 86

  
  
  

 5.
 FINANCIAL STATEMENTS AND INFORMATION
 86

  
  
  

 5.1.
 Financial Reports and Notices
 86

  
  
  

 6.
 AFFIRMATIVE COVENANTS
 88

  
  
  

 6.1.
 Maintenance of Existence and Conduct of Business
 88

 6.2.
 Payment of Charges and Taxes
 88

 6.3.
 Books and Records
 88

 6.4.
 Insurance; Damage to or Destruction of Collateral
 88

 6.5.
 Compliance with Laws
 88

 6.6.
 PATRIOT Act
 89

 6.7.
 Intellectual Property
 89

 6.8.
 Environmental Matters
 89

 6.9.
 Ratings
 89

 6.10.
 Further Assurances
 89

 6.11.
 ERISA Matters
 90

 6.12.
 Future Guarantors
 90

 6.13.
 Access
 91

 6.14.
 Post-Closing Matters
 91

 6.15.
 Use of Proceeds
 91

  

 ii

  

  

 7.
 NEGATIVE COVENANTS
 91

  
  
  

 7.1.
 Limitation on Incurrence of Indebtedness and Issuance
 of Disqualified Stock and Preferred Stock
 91

 7.2.
 Limitation on Restricted Payments
 98

 7.3.
 Dividend and Other Payment Restrictions Affecting Subsidiaries
 104

 7.4.
 Asset Sales
 106

 7.5.
 Transactions with Affiliates
 107

 7.6.
 [Reserved]
 109

 7.7.
 Liens
 109

 7.8.
 When Borrower and Guarantors May Merge or Transfer
 Assets
 110

 7.9.
 OFAC; Patriot Act
 112

 7.10.
 Change of Fiscal Year
 112

 7.11.
 ERISA
 112

 7.12.
 Financial Covenants
 113

  
  
  

 8.
 TERM
 114

  
  
  

 8.1.
 Termination
 114

 8.2.
 Survival of Obligations Upon Termination of Financing
 Arrangements
 114

 8.3.
 Fall-Away Event
 114

  
  
  

 9.
 DEFAULTS AND REMEDIES
 115

  
  
  

 9.1.
 Events of Default
 115

 9.2.
 Remedies
 117

 9.3.
 Waiver by Credit Parties
 117

  
  
  

 10.
 APPOINTMENT OF AGENT
 117

  
  
  

 10.1.
 Appointment of Agents
 117

 10.2.
 Agents’ Reliance, Etc.
 118

 10.3.
 Wells Fargo and Affiliates
 119

 10.4.
 Lender Credit Decision
 119

 10.5.
 Indemnification
 119

 10.6.
 Successor Agent
 120

 10.7.
 Setoff and Sharing of Payments
 120

 10.8.
 Dissemination of Information
 121

 10.9.
 Actions in Concert
 121

 10.10.
 Procedures
 121

 10.11.
 Collateral Matters
 121

 10.12.
 Additional Agents
 122

 10.13.
 Distribution of Materials to Lenders
 123

 10.14.
 Agent
 123

 10.15.
 Intercreditor Agreements
 123

 10.16.
 Certain ERISA Matters
 124

 10.17.
 Erroneous Payments
 125

 10.18.
 Non-Reliance on Agent and Other Lenders
 127

  

 iii

  

  

 11.
 ASSIGNMENT AND PARTICIPATIONS; SUCCESSORS AND ASSIGNS
 128

  
  
  

 11.1.
 Assignment and Participations
 128

 11.2.
 Successors and Assigns
 131

 11.3.
 Certain Assignees
 131

  
  
  

 12.
 MISCELLANEOUS
 131

  
  
  

 12.1.
 Complete Agreement; Modification of Agreement
 131

 12.2.
 Amendments and Waivers
 132

 12.3.
 Fees and Expenses
 134

 12.4.
 No Waiver
 135

 12.5.
 Remedies
 135

 12.6.
 Severability
 135

 12.7.
 Conflict of Terms
 135

 12.8.
 Confidentiality
 135

 12.9.
 GOVERNING LAW
 136

 12.10.
 Notices
 137

 12.11.
 Section Titles
 139

 12.12.
 Counterparts
 139

 12.13.
 WAIVER OF JURY TRIAL
 139

 12.14.
 Press Releases and Related Matters
 139

 12.15.
 Reinstatement
 139

 12.16.
 Advice of Counsel
 139

 12.17.
 No Strict Construction
 139

 12.18.
 Patriot Act Notice
 140

 12.19.
 Currency Equivalency Generally; Change of Currency
 140

 12.20.
 [Reserved]
 140

 12.21.
 Electronic Transmissions
 140

 12.22.
 Independence of Provisions
 141

 12.23.
 No Third Parties Benefited
 141

 12.24.
 Relationships between Lenders and Credit Parties
 141

 12.25.
 Intercreditor Agreements
 142

 12.26.
 Acknowledgement and Consent to Bail-In of Affected
 Financial Institutions
 142

 12.27.
 Acknowledgement Regarding Any Supported QFCs
 142

  
  
  

 13.
 GUARANTY
 143

  
  
  

 13.1.
 Guaranty
 143

 13.2.
 Waivers by Guarantors
 144

 13.3.
 Benefit of Guaranty
 144

 13.4.
 Subordination of Subrogation, Etc.
 144

 13.5.
 Election of Remedies
 144

 13.6.
 Limitation
 145

 13.7.
 Contribution with Respect to Guaranty Obligations
 145

 13.8.
 Liability Cumulative
 146

 13.9.
 [Reserved]
 146

 13.10.
 Release of Guaranties
 146

  

 iv

  

  

 INDEX OF APPENDICES

  

 Annex
 A
 --
 Agent’s
 Wire Transfer Information

 Annex
 B
 --
 Commitments
 as of Closing Date

  
  
  

 Exhibit 1.1(a)
 --
 Form of
 Supplemental Guaranty

 Exhibit 1.1(b)
 --
 [Reserved]

 Exhibit 1.1(c)
 --
 Form of
 Compliance Certificate

 Exhibit 1.1(d)
 --
 Form of
 Security Agreement

 Exhibit 1.1(e)
 --
 Form of
 Pari Passu Intercreditor Agreement

 Exhibit 1.1(f)
 --
 Form of
 Junior Intercreditor Agreement

 Exhibit 1.1(g)
 --
 Form of
 Note

 Exhibit 2.1(b)
 --
 Form of
 Notice of Borrowing

 Exhibit 2.5(e)
 --
 Form of
 Notice of Conversion/Continuation

 Exhibit 3.1
 --
 Form of
 Solvency Certificate

 Exhibit 11.1(a)
 --
 Form of
 Assignment Agreement

  
  
  

 Schedule
 A-1
 --
 Guarantors

 Schedule
 2.1
 --
 Agent’s
 Representatives

 Schedule
 4.2
 --
 Chief
 Executive Office, Jurisdiction of Organization; Principal Place of Business; Collateral Locations; FEIN

 Schedule
 4.7
 --
 Labor
 Matters

 Schedule
 4.8
 --
 Subsidiaries
 and Joint Ventures

 Schedule
 4.13
 --
 Litigation

 Schedule
 4.15
 --
 Intellectual
 Property

 Schedule
 4.17
 --
 Hazardous
 Materials

 Schedule
 6.13
 --
 Unrestricted
 Subsidiaries

 Schedule
 6.14
 --
 Post-Closing
 Matters

 Schedule
 7.1
 --
 Indebtedness
 on the Closing Date

  

 - i -

  

  

 SENIOR SECURED TERM LOAN A CREDIT AGREEMENT

  

 This SENIOR SECURED TERM LOAN
A CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “ Agreement ”),
dated as of May 29, 2026, by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), a Delaware corporation (“ Borrower ”);
the other Credit Parties from time to time signatory hereto; Wells Fargo Bank, National Association
(“ Wells Fargo ”), as administrative agent and collateral agent for the Lenders (or any of its designated branch offices
or affiliates, together with any permitted successors in such capacity, “ Agent ”); and the Lenders signatory hereto
from time to time.

  

 RECITALS

  

 WHEREAS, Borrower has requested
that the Lenders extend credit to Borrower in the form of Loans in an aggregate principal amount not to exceed $500,000,000, and the
Lenders are willing to do so on the terms and conditions set forth herein.

  

 NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree
as follows:

  

 1. DEFINITIONS, ACCOUNTING PRINCIPLES
 AND OTHER INTERPRETIVE MATTERS.

  

 1.1.            Definitions .
For purposes of this Agreement:

  

 “ 2028 Notes ”
means Borrower’s 6.250% Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830,000,000.

  

 “ 2028 Notes Indenture ”
means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee and notes
collateral agent, under which the 2028 Notes were issued.

  

 “ 2031 Notes ”
means Borrower’s 7.125% Senior Notes due 2031 issued on May 24, 2023 in an initial aggregate principal amount of $450,000,000.

  

 “ 2031 Notes Indenture ”
means the Indenture dated as of May 24, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee, under
which the 2031 Notes were issued.

  

 “ 2032 Notes ”
means Borrower’s 7.125% Senior Notes due 2032 issued on December 13, 2023 in an initial aggregate principal amount of $585,000,000.

  

 “ 2032 Notes Indenture ”
means the Indenture dated as of December 13, 2023 among Borrower and U.S. Bank Trust Company, National Association, as trustee,
under which the 2032 Notes were issued.

  

 “ Acquired Indebtedness ”
means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged,
consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person. Acquired Indebtedness will be deemed to have been Incurred, with respect
to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of
the preceding sentence, on the date of consummation of such acquisition of such assets.

  

 - 1 -

  

  

 “ Additional Lender ”
means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and
that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.15 or (b) Credit Agreement
Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.16 ; provided that each Additional
Lender (other than any Person that is a Lender or an Affiliate of a Lender) shall be subject to the approval of Agent (such approval
not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from Agent under Section 11.1(a)(iv)  for
an assignment of Loans to such Additional Lender.

  

 “ Additional Refinancing
Amount ” means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional
Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums),
expenses, defeasance costs and fees in respect thereof.

  

 “ Adjustment Date ”
means the date of delivery of the Compliance Certificate required to be delivered pursuant to Section 5.1(a)  and the
financial statements required to be delivered pursuant to Section 5.1(b)  or Section 5.1(c) , as applicable.

  

 “ Affected Financial
Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

  

 “ Affected Lender ”
has the meaning ascribed to it in Section 2.14(d) .

  

 “ Affiliate ”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or otherwise.

  

 “ Affiliate Transaction ”
has the meaning ascribed to it in Section 7.5(a) .

  

 “ Agent ”
has the meaning ascribed to it in the preamble to this Agreement.

  

 “ Agreement ”
has the meaning ascribed to it in the preamble to this Agreement.

  

 “ Allocable Amount ”
has the meaning ascribed to it in Section 13.7(b) .

  

 “ Applicable Margin ”
means for any day with respect to any Base Rate Loan or Term SOFR Loan, the applicable margin per annum set forth below under the caption
 “Base Rate Margin” or “Term SOFR Margin”, as the case may be, based upon the Consolidated Total Net Leverage
Ratio as of the last day of the most recently ended Test Period; provided that until the first Adjustment Date occurring on or after
September 30, 2026, the “Applicable Margin” for any Loans shall be not less than the applicable rate per annum set forth
below in Category 1:

  

 Applicable Margin  

 Pricing

Level    
 Consolidated Total Net

Leverage Ratio  
 Term SOFR Margin (for

Term SOFR Loans)    
 Base Rate Margin (for

Base Rate Loans)  

 1    
 >2.00:1.00  
   1.25 %  
   0.25 %

 2    
 ≤2.00:1.00  
   1.125 %  
   0.125 %

  

 - 2 -

  

  

 The Applicable Margin with
respect to any Loan shall be adjusted quarterly on a prospective basis five (5) Business Days after the corresponding Adjustment
Date based upon the Consolidated Total Net Leverage Ratio in accordance with the table above; provided that if a Compliance Certificate
and/or financial statements are not delivered when required pursuant to Section 5.1 (a) , (b)  or (c) , as
applicable, the “Applicable Margin” shall be the rate per annum set forth above in Category 1 until such Compliance Certificate
and/or financial statements are delivered in compliance with Section 5.1(a) , (b)  or (c) , as applicable.

  

 In the event that any calculation
of the Consolidated Total Net Leverage Ratio calculation in any previously delivered Compliance Certificate was incorrect or inaccurate
(regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin
applied for such Applicable Period, then (i) Borrower shall as soon as practicable deliver to Agent the corrected calculation for
such Applicable Period, (ii) the Applicable Margin shall be determined as if the category for such higher Applicable Margin were
applicable for such Applicable Period and (iii) Borrower shall as promptly as practicable pay to Agent (for the account of the Lenders
during the period or their respective successors and permitted assigns) the accrued additional Interest Payments owing as a result of
such increased Applicable Margin for such period. This paragraph shall not limit the rights of Agent or the Lenders with respect to Article 9
hereof, and shall survive the termination of this Agreement.

  

 “ Asset Sale ”
means:

  

 (1)            the
sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or
assets (including by way of Sale/ Leaseback Transactions) outside the ordinary course of business of Borrower or any Restricted Subsidiary
(each referred to in this definition as a “ disposition ”); or

  

 (2)            the
issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third
parties to the extent required by applicable law) of any Restricted Subsidiary (other than to Borrower or another Restricted Subsidiary)
(whether in a single transaction or a series of related transactions),

  

 in each case other
than:

  

 (a)            a
disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged, surplus, uneconomic, negligible or worn out property
or equipment in the ordinary course of business (including the abandonment of any intellectual property or surrender or transfer for
no consideration) or otherwise as may be required pursuant to the terms of any lease, sublease, license or sublicense;

  

 (b)            the
disposition of all or substantially all of the assets of Borrower or any Guarantor in a manner permitted pursuant to Section 7.8
or any disposition that constitutes a Change of Control;

  

 (c)            any
Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 7.2 ;

  

 - 3 -

  

  

 (d)            any
disposition of assets of Borrower or any Restricted Subsidiary or issuance or sale of Equity Interests of Borrower or any Restricted
Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an
aggregate Fair Market Value (as determined in good faith by Borrower) of less than $55.0 million;

  

 (e)            any
disposition of property or assets, or the sale or issuance of securities, by Borrower or a Restricted Subsidiary to Borrower or a Restricted
Subsidiary; provided that no Credit Party that is a Non-Con-way Subsidiary may dispose of any Equity Interests or any Principal
Property to a Con-way Subsidiary pursuant to this clause (e) if such disposition would cause such Equity Interests or such
Principal Property to be Excluded Property, unless Borrower agrees that such property will not constitute Excluded Property;

  

 (f)             any
disposition of the Capital Stock of any joint venture to the extent required by the terms of customary buy-sell type arrangements entered
into in connection with the formation of such joint venture;

  

 (g)            any
exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or
greater market value or usefulness to the business of Borrower and the Restricted Subsidiaries as a whole, as determined in good faith
by Borrower;

  

 (h)            foreclosure
or any similar action with respect to any property or other asset of Borrower or any of its Restricted Subsidiaries;

  

 (i)             any
disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

  

 (j)             the
lease, assignment or sublease of any real or personal property in the ordinary course of business;

  

 (k)            any
sale of inventory or other assets in the ordinary course of business;

  

 (l)             any
grant in the ordinary course of business of any license or sublicense of patents, trademarks, know-how or any other intellectual property;

  

 (m)           any
swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection
with any outsourcing arrangements) of comparable or greater value or usefulness to the business of Borrower and the Restricted Subsidiaries
as a whole, as determined in good faith by Borrower;

  

 (n)            a
transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest
therein), including by a Securitization Subsidiary in a Qualified Securitization Financing;

  

 (o)            (i) any
financing transaction with respect to property built or acquired by Borrower or any Restricted Subsidiary after the Closing Date, including
any Sale/Leaseback Transaction or asset securitization permitted by this Agreement, and (ii) any Sale/Leaseback Transaction consummated
with respect to Railcars that Borrower or any of its Restricted Subsidiaries acquires from the original lessor thereof in connection
with the termination of the related lease and with the intent of refinancing such Railcars under a new Sale/Leaseback Transaction;

  

 - 4 -

  

  

 (p)            dispositions
in connection with Permitted Liens;

  

 (q)            any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than
Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired
its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each
case comprising all or a portion of the consideration in respect of such sale or acquisition;

  

 (r)            dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings and exclusive of factoring or similar arrangements;

  

 (s)            any
surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims
of any kind;

  

 (t)             making
Chassis, containers and Railcars available, on a non-exclusive basis, to third parties in the ordinary course of business consistent
with past practices and undertaken in good faith;

  

 (u)            [reserved];

  

 (v)            any
transfer of accounts receivable and related assets in connection with any factoring or similar arrangements entered into by Foreign Subsidiaries
on arm’s-length terms;

  

 (w)           dispositions
of real property (i) for the purpose of (x) resolving minor title disputes or defects, including encroachments and lot line
adjustments, or (y) granting easements, rights of way or access and egress agreements, or (ii) to any Governmental Authority
in consideration of the grant, issuance, consent or approval of or to any development agreement, change of zoning or zoning variance,
permit or authorization in connection with the conduct of any Credit Party’s business, in each case which does not materially interfere
with the business conducted on such real property; and

  

 (x)            if
and for so long as Borrower or any of its Subsidiaries holds Capital Stock that constitutes “margin stock” within the meaning
of Regulation U, dispositions of such Capital Stock to the extent that the value of such Capital Stock, together with the value of all
other margin stock held by Borrower and its Subsidiaries, exceeds 25% of the total value of their assets.

  

 “ Assignment Agreement ”
has the meaning ascribed to it in Section 11.1(a)(i) .

  

 “ Available Tenor ”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate,
any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant
to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from
the definition of “Interest Period” pursuant to Section 2.12 .

  

 “ Bail-In Action ”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.

  

 “ Bail-In Legislation ”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).

  

 - 5 -

  

  

 “ Bankruptcy Code ”
means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq .

  

 “ Bankruptcy Law ”
means the Bankruptcy Code or any similar Federal or state law for the relief of debtors.

  

 “ Base Rate ”
means, for any day, a floating rate equal to the highest of (i) the rate of interest per annum from time to time published in the
 “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one
rate is published as the Prime Lending Rate, then the highest of such rates (the “ Prime Rate ”) (each change in the
Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that
is different from that published on the preceding domestic Business Day); provided , that in the event that The Wall Street
Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, Agent shall choose (in a manner consistent with its
choice under similar credit agreements in respect of which Agent is acting as administrative agent) a reasonably comparable index or
source to use as the basis for the Prime Lending Rate, (ii) the Federal Funds Rate plus 50 basis points per annum and (iii) Term
SOFR for an Interest Period of one-month beginning on such day plus 1.00%. In no event shall the Base Rate be less than 0.00%.
Each change in any interest rate provided for in this Agreement based upon the Base Rate shall take effect at the time of such change
in the Base Rate. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of
doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(d), then the Base Rate shall be the greater
of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above.

  

 “ Base Rate Loan ”
means a Loan or portion thereof bearing interest by reference to the Base Rate.

  

 “ Benchmark ”
means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.12 .

  

 “ Benchmark Replacement ”
means, with respect to any Benchmark Transition Event, for any Available Tenor, the first alternative set forth in the order below that
can be determined by Agent for the applicable Benchmark Replacement Date:

  

 (1)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

  

 (2)            the
sum of: (a) the alternate benchmark rate that has been selected by Agent and Borrower giving due consideration to (i) any selection
or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated
syndicated credit facilities at such time in the U.S. syndicated loan market and (b) the related Benchmark Replacement Adjustment;

  

 - 6 -

  

  

 If the Benchmark Replacement
as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to
be the Floor for the purposes of this Agreement and the other Loan Documents.

  

 “ Benchmark Replacement
Adjustment ” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by Agent and Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities

  

 “ Benchmark Replacement
Conforming Changes ” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement,
any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition
of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest
Period,” or any similar or analogous definition (or the addition of a new concept of “interest period”) timing and
frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, the addition of conversion or continuation and notices related thereto, the applicability and length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that Agent decides, after consultation
with Borrower, in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides
in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if Agent determines
in its reasonable discretion that no market practice for the administration of such Benchmark Replacement exists, in such other manner
of administration as Agent decides, after consultation with Borrower, in connection with the administration of this Agreement and the
other Loan Documents).

  

 “ Benchmark Replacement
Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:

  

 (a)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

  

 (b)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark
(or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the
most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if
such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

  

 - 7 -

  

  

 For the avoidance
of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case
of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

  

 “ Benchmark Transition
Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:

  

 (1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
 provided that , at the time of such statement or publication, there is no successor administrator that will continue to provide
such Benchmark (or such component thereof) or if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component
thereof);

  

 (2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the Term SOFR Administrator, an insolvency official
with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased
or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) permanently or indefinitely; provided that , at the time of such statement or publication,
there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is
a term rate, all Available Tenors of such Benchmark (or such component thereof); or

  

 (3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

  

 For the avoidance of doubt,
if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of
such Benchmark (or the published component used in the calculation thereof).

  

 “ Benchmark Unavailability
Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement
Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.

  

 “ Benefit Plan ”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the IRC or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the IRC) the assets of any such “employee benefit plan”
or “plan”.

  

 - 8 -

  

  

 “ BHC Act Affiliate ”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.

  

 “ Bilateral Agent ”
means Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent and collateral agent, and any successors
thereto.

  

 “ Bilateral Credit
Agreement ” means the Senior Secured Term Loan Credit Agreement, dated as of April 3, 2020 (as amended, amended and restated,
extended, supplemented or otherwise modified from time to time), among Borrower, certain subsidiaries of Borrower from time to time party
thereto, the lenders from time to time party thereto and Credit Agricole Corporate and Investment Bank, in its capacity as administrative
agent and collateral agent for the lenders party thereto.

  

 “ Bilateral Credit
Facility ” means the term loan and letter of credit facilities under the Bilateral Credit Agreement.

  

 “ Board of Directors ”
means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person
(or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly
authorized committee thereof.

  

 “ Borrower ”
has the meaning ascribed to it in the preamble to this Agreement.

  

 “ Borrower Materials ”
has the meaning ascribed to it in Section 10.13(a) .

  

 “ Borrower Workspace ”
has the meaning ascribed to it in Section 10.13(a) .

  

 “ Business Day ”
means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York,
and if such day relates to any interest rate settings as to a Term SOFR Loan, any fundings, disbursements, settlements and payments in
respect of any such Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Loan, means any such
day that is a U.S. Government Securities Business Day.

  

 “ Capital Stock ”
means:

  

 (1)            in
the case of a corporation, corporate stock or shares;

  

 (2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;

  

 (3)            in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

  

 (4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.

  

 “ Capitalized Lease
Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) in accordance with GAAP.

  

 - 9 -

  

  

 “ Cash Equivalents ”
means:

  

 (1)            Dollars,
pounds sterling, euros, Canadian dollars, Singapore dollars, the national currency of any member state in the European Union or such
other local currencies held by Borrower or a Restricted Subsidiary from time to time in the ordinary course of business;

  

 (2)            securities
issued or directly and fully guaranteed or insured by the U.S. government, Canada, Switzerland or any country that is a member of the
European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition;

  

 (3)            certificates
of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’
acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $250.0 million and whose long-term debt is rated at least “A” or the equivalent thereof
by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

  

 (4)            repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above;

  

 (5)            commercial
paper issued by a corporation (other than an Affiliate of Borrower) rated at least “A-1” or the equivalent thereof by Moody’s
or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one
year after the date of acquisition;

  

 (6)            readily
marketable direct obligations issued by any state of the United States of America or any political subdivision thereof or any Canadian
province having at least a rating of Aa3 from Moody’s or a rating of AA- from S&P (or reasonably equivalent ratings of another
internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

  

 (7)            Indebtedness
issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or reasonably
equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the
date of acquisition;

  

 (8)            investment
funds investing at least 95% of their assets in securities of the types described in clauses (1) through (7) above; and

  

 (9)            instruments
equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit
quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside
the United States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized
in such jurisdiction.

  

 “ cash management services ”
means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated
clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or
operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other
cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

  

 “ Casualty Event ”
means any event that gives rise to the receipt by Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards
in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment,
fixed assets or real property.

  

 - 10 -

  

  

 “ CERCLA ”
has the meaning ascribed to it in the definition of “Environmental Laws”.

  

 “ CFC ” means
a “controlled foreign corporation” within the meaning of Section 957 of the IRC.

  

 “ Change of Control ”
means the occurrence of any of the following: (a) any “person” or “group” (within the meaning of Sections 13(d) and
14(d) of the Exchange Act) other than Permitted Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 35%, or more, of the Capital Stock of Borrower entitled (without regard to the occurrence of any contingency)
to vote for the election of members of the Board of Directors of Borrower or (b) a majority of the members of the Board of Directors
of Borrower do not constitute Continuing Directors.

  

 “ Charges ”
means all federal, state, provincial, county, city, municipal, local, foreign or other governmental taxes (including taxes owed to the
PBGC at the time due and payable), levies, assessments, charges, claims or encumbrances owed by any Credit Party and upon or relating
to (a) the Obligations hereunder, (b) the Collateral, (c) the employees, payroll, income, capital or gross receipts of
any Credit Party, (d) any Credit Party’s ownership or use of any properties or other assets, or (e) any other aspect
of any Credit Party’s business.

  

 “ Chassis ”
means any intermodal chassis consisting of steel frames with rubber tires used to transport containers over highways.

  

 “ Closing Date ”
means May 29, 2026.

  

 “ Code ” means
the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided , that
to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different
Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided ,
 further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication
or priority of, or remedies with respect to, Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in another State other than the State of New York, the term “ Code ” means the Uniform
Commercial Code in such other State.

  

 “ Collateral ”
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrower or any Guarantor in or upon
which a Lien is granted by such Person in favor of Agent under any of the Collateral Documents.

  

 “ Collateral Documents ”
means the Security Agreement, the Intellectual Property Security Agreements and all similar agreements entered into guarantying payment
of, or granting a Lien upon property as security for payment of, the Obligations hereunder.

  

 “ Commitments ”
means, collectively, the aggregate Commitments of the Lenders, and the term “Commitment” with respect to an individual Lender
means such Lender’s commitment to make Loans to Borrower in accordance with the terms of this Agreement. The initial amount of
each Lender’s Commitment, if any, is set forth on Annex B or in the applicable Assignment and Assumption. The aggregate
amount of the Commitments on the Closing Date (prior to the making of the Loans pursuant to Section 2.01 ) is $500,000,000.

  

 - 11 -

  

  

 “ Commodity Exchange
Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

  

 “ Communication ”
means any Loan Document and any document, amendment, approval, consent, information, notice, certificate, report, statement, disclosure,
certification or authorization related to any Loan Document.

  

 “ Compliance Certificate ”
means a certificate substantially in the form of Exhibit 1.1(c)  and which certificate shall in any event be a certificate
of a Financial Officer (a) certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the
details thereof and any action taken or proposed to be taken with respect thereto, (b) certifying that the financial information
accompanying such certificate fairly presents, in all material respects in accordance with GAAP, the information required to be delivered
pursuant to Section 5.1(a) or (b), as applicable, (c) in the case of Financial Statements delivered under Section 5.1(c) ,
setting forth a reasonably detailed calculation of the Net Proceeds received during the applicable period by or on behalf of, Borrower
or any of its Restricted Subsidiaries in respect of any Asset Sale subject to prepayment pursuant to Section 2.3(b)(ii)(A)  and
the portion of such Net Proceeds that has been invested or are intended to be reinvested in accordance with Section 2.3(b)(ii)(B)  and
(d) setting forth reasonably detailed calculations of the Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage
Ratio and Interest Coverage Ratio, in each case, for the most recently ended Test Period.

  

 “ Connection Income
Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

  

 “ Consolidated Depreciation
and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization
expense, including the amortization of intangible assets and deferred financing fees and amortization of unrecognized prior service costs
and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  

 “ Consolidated EBITDA ”
means, as of any date of determination, the EBITDA of Borrower and its Restricted Subsidiaries for the most recently ended four full
Fiscal Quarters for which internal financial statements are available, on a consolidated basis, calculated on a pro forma basis consistent
with the calculations made under the definition of Fixed Charge Coverage Ratio, Interest Coverage Ratio or Section 1.7 ,
as applicable.

  

 “ Consolidated Interest
Expense ” means, with respect to any Person for any period, the sum, without duplication, of:

  

 (1)            consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing
Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant
to interest rate Hedging Obligations, amortization of deferred financing fees and original issue discount, debt issuance costs, commissions,
fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement
in mark to market valuation of Hedging Obligations or other derivatives (in each case permitted hereunder) under GAAP); plus

  

 (2)            consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

  

 - 12 -

  

  

 (3)            commissions,
discounts, yield and other fees and charges Incurred in connection with any Securitization Financing which are payable to Persons other
than Borrower and the Restricted Subsidiaries; minus

  

 (4)            interest
income for such period.

  

 For purposes of this definition,
interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Borrower to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

  

 “ Consolidated Net
Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis; provided , however , that:

  

 (1)            any
net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges
shall be excluded;

  

 (2)            any
severance expenses, relocation expenses, restructuring expenses, curtailments or modifications to pension and post-retirement employee
benefit plans, excess pension charges, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration
of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs,
facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, expenses, commissions
or charges related to any issuance, redemption, repurchase, retirement or acquisition of Equity Interests, Investment, acquisition,
disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or
not successful), and any fees, expenses or charges related to the Spin Transactions, the Refinancing Transactions, the Norbert Transactions,
the 2023 Notes Transactions, the 2024 Notes Transactions and the 2025 Notes Transactions (each as defined in the Term Loan B Credit Agreement)
and the Transactions, in each case, shall be excluded;

  

 (3)            effects
of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries and including,
without limitation, the effects of adjustments to (A) Capitalized Lease Obligations or (B) any other deferrals of income) in
amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any
amounts thereof, net of taxes, shall be excluded;

  

 (4)            the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

  

 (5)            any
net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed assets and any net after-tax
gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded;
provided that notwithstanding any classification of any Person, business, assets or operations as discontinued operations because a definitive
agreement for the sale, transfer or other disposition in respect thereof has been entered into, such Person shall not exclude any such
net after-tax income or loss or any such net after-tax gains or losses attributable thereto until such sale, transfer or other disposition
has been consummated;

  

 (6)            any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset
dispositions other than in the ordinary course of business (as determined in good faith by management of Borrower) shall be excluded;

  

 - 13 -

  

  

 (7)            any
net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness,
Hedging Obligations or other derivative instruments shall be excluded;

  

 (8)            (a) the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period
and (b) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted
into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from
any Person in excess of, but without duplication of, the amounts included in subclause (a);

  

 (9)            solely
for the purpose of determining the amount available for Restricted Payments under clause (2) of the definition of “Cumulative
Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date
of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions
have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends
or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person,
to the extent not already included therein;

  

 (10)          an
amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period
in accordance with Section 7.2(b)(xi)  shall be included as though such amounts had been paid as income taxes directly
by such Person for such period;

  

 (11)          any
impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments
arising pursuant to GAAP shall be excluded;

  

 (12)          any
non-cash expense realized or resulting from management equity plans, stock option plans, employee benefit plans or post-employment benefit
plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights
shall be excluded;

  

 (13)          any
(a) non-cash compensation charges, (b) costs and expenses related to employment of terminated employees, or (c) costs
or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing
on the Closing Date of officers, directors and employees, in each case of such Person or any Restricted Subsidiary, shall be excluded;

  

 (14)          accruals
and reserves that are established or adjusted within 12 months after the Closing Date and that are so required to be established or adjusted
in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

  

 - 14 -

  

  

 (15)          non-cash
gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations
shall be excluded;

  

 (16)          any
currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging
transactions for currency exchange risk, shall be excluded;

  

 (17)          (a) to
the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by
the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with
a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption shall be excluded and (b) amounts in respect of which such Person has determined that there exists
reasonable evidence that such amounts will in fact be reimbursed by insurance in respect of lost revenues or earnings in respect of liability
or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount,
to the extent included in Net Income in a future period); and

  

 (18)          non-cash
charges for deferred tax asset valuation allowances shall be excluded.

  

 Notwithstanding the foregoing,
for the purpose of Section 7.2 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans
or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments
or transfers increase the amount of Restricted Payments permitted under Section 7.2 pursuant to clauses (5) and (6) of
the definition of “Cumulative Credit.”

  

 “ Consolidated Net
Tangible Assets ” means, as of any particular time, the total of all the assets appearing on the most recent consolidated balance
sheet of Borrower and its Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom:
(i) all current liabilities, including current maturities of long-term debt and of obligations under capital Leases; and (ii) the
total of the net book values of all assets of Borrower and its Restricted Subsidiaries, properly classified as intangible assets under
GAAP (including goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets).

  

 “ Consolidated Non-Cash
Charges ” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and
Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period
on a consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent
an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall
be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization
of a prepaid cash item that was paid in a prior period.

  

 “ Consolidated Secured
Net Leverage Ratio ” means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person
and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the
amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its
Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA
of such Person for the four full Fiscal Quarters for which internal financial statements are available immediately preceding such date
on which such additional Indebtedness is Incurred.

  

 - 15 -

  

  

 “ Consolidated Taxes ”
means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation,
state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising
from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  

 “ Consolidated Total
Indebtedness ” means, as of any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate
principal amount of all outstanding Indebtedness of Borrower and the Restricted Subsidiaries (excluding any undrawn letters of credit)
consisting of bankers’ acceptances and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified
Stock of Borrower and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the amount of such Disqualified
Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined
on a consolidated basis in accordance with GAAP.

  

 “ Consolidated Total
Net Leverage Ratio ” means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of
such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP)
less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person
and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA
of such Person for the applicable Test Period.

  

 “ Contingent Obligations ”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not
constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in
any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

  

 (1)            to
purchase any such primary obligation or any property constituting direct or indirect security therefor,

  

 (2)            to
advance or supply funds:

  

 (a)            for
the purchase or payment of any such primary obligation; or

  

 (b)            to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;
or

  

 (3)            to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.

  

 “ Continuing Director ”
means (a) any member of the Board of Directors who was a director of Borrower on the Closing Date and (b) any individual who
becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election
to the Board of Directors by Jacobs Private Equity, LLC (or any Affiliate thereof) or a majority of the Continuing Directors.

  

 “ Contractual Obligations ”
means, with respect to any Person, any security issued by such Person or any document or undertaking (other than a Loan Document) to
which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

  

 - 16 -

  

  

 “ Con-way ”
means XPO CNW, Inc., a Delaware corporation.

  

 “ Con-way Existing
Indebtedness ” means Indebtedness under Con-way’s 6.70% Senior Debentures due 2034.

  

 “ Con-way Subsidiary ”
means any direct or indirect Subsidiary of Con-way.

  

 “ Copyrights ”
has the meaning specified in the Security Agreement.

  

 “ Corresponding Tenor ”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.

  

 “ Covered Entity ”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).

  

 “ Covered Party ”
has the meaning ascribed to it in Section 12.27 .

  

 “ Credit Parties ”
means Borrower and each Guarantor.

  

 “ Cumulative Credit ”
means the sum of (without duplication):

  

 (1)            $1,252
million, plus

  

 (2)            50%
of the Consolidated Net Income of Borrower for the period (taken as one accounting period) from the first day of the first full Fiscal
Quarter commencing after the Closing Date to the end of Borrower’s most recently ended Fiscal Quarter for which internal financial
statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit,
minus 100% of such deficit), plus

  

 (3)            100%
of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by Borrower) of property other than
cash, received by Borrower after the Closing Date (other than net proceeds to the extent such net proceeds have been used to incur Indebtedness,
Disqualified Stock, or Preferred Stock pursuant to Section 7.1(b)(xiii) ) from the issue or sale of Equity Interests of Borrower
or any direct or indirect parent entity of Borrower (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions,
Disqualified Stock and Cure Amounts), including Equity Interests issued upon exercise of warrants or options (other than an issuance
or sale to Borrower or a Restricted Subsidiary), plus

  

 (4)            100%
of the aggregate amount of contributions to the capital of Borrower received in cash and the Fair Market Value (as determined in good
faith by Borrower) of property other than cash received by Borrower after the Closing Date (other than Excluded Contributions, Refunding
Capital Stock, Designated Preferred Stock, Disqualified Stock and Cure Amounts) and other than contributions to the extent such contributions
have been used to incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 7.1(b)(xiii) ), plus

  

 (5)            100%
of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of
any Disqualified Stock of Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or Disqualified
Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in Borrower (other than Disqualified
Stock) or any direct or indirect parent of Borrower ( provided , that in the case of any such parent, such Indebtedness or Disqualified
Stock is retired or extinguished), plus

  

 - 17 -

  

  

 (6)            100%
of the aggregate amount received by Borrower or any Restricted Subsidiary after the Closing Date in cash and the Fair Market Value (as
determined in good faith by Borrower) of property other than cash received by Borrower or any Restricted Subsidiary from:

  

 (A)            the
sale or other disposition (other than to Borrower or a Restricted Subsidiary) of Restricted Investments made by Borrower and the Restricted
Subsidiaries and from repurchases and redemptions of such Restricted Investments from Borrower and the Restricted Subsidiaries by any
Person (other than Borrower or any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which
constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 7.2(b)(vii) ),

  

 (B)            the
sale (other than to Borrower or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

  

 (C)            a
distribution or dividend from an Unrestricted Subsidiary, plus

  

 (7)            in
the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated
with or into, or transfers or conveys its assets to, or is liquidated into Borrower or a Restricted Subsidiary, the Fair Market Value
(as determined in good faith by Borrower) of the Investment of Borrower or the Restricted Subsidiaries in such Unrestricted Subsidiary
(which, if the Fair Market Value of such Investment shall exceed $62.5 million, shall be determined by the Board of Directors of Borrower)
at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each
case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 7.2(b)(vii)  or
constituted a Permitted Investment).

  

 “ Cure Amount ” has
the meaning specified in Section 7.12(d) .

  

 “ Cure Right ” has the
meaning specified in Section 7.12(d) .

  

 “ Current Assets ”
shall mean, at any time, the consolidated current assets (other than cash and Cash Equivalents) of Borrower and its Restricted Subsidiaries
at such time.

  

 “ Current Liabilities ”
shall mean, at any time, (a) the consolidated current liabilities of Borrower and its Restricted Subsidiaries at such time, but
excluding, without duplication, the current portion of any long-term Indebtedness and (b) revolving loans, swingline loans and letter
of credit obligations under the Revolving Credit Agreement or any other revolving credit facility.

  

 “ Custodian ”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

  

 “ Daily Simple SOFR ”
means, for any day, (a “ SOFR Rate Day ”), a rate per annum equal to the greater of (a) SOFR for the day (such
day “i”) that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government
Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the
U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR
Administrator on the SOFR Administrator’s Website and (b) the Floor. If by 5:00 pm (New York City time) on the second U.S.
Government Securities Business Day immediately following any day “i”, the SOFR in respect of such day “i” has
not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has
not occurred, then the SOFR for such day “i” will be the SOFR as published in respect of the first preceding U.S. Government
Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined
pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive
SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such
change in SOFR without notice to Borrower.

  

 - 18 -

  

  

 “ Default ”
means any event which is, or after notice or passage of time or both would be, an Event of Default.

  

 “ Defaulting Lender ”
shall mean any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date
such Loans were required to be funded hereunder unless such Lender notifies Agent and Borrower in writing that such failure is the result
of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with
any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Agent or any other
Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified Borrower
and Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that
effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by Agent or Borrower, to confirm in writing to Agent and Borrower that it will comply
with its funding obligation hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)  upon
receipt of such written confirmation by Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Insolvency Law or a Bail-In Action, or (ii) had appointed for it a receiver, interim receiver,
custodian, conservator, trustee, monitor, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, federal or foreign
regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender
is a Defaulting Lender under any one or more of clauses (a)  through (d)  above, and of the effective date of such
status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date
established therefor by Agent in a written notice of such determination, which shall be delivered by Agent to Borrower and each other
Lender promptly following such determination.

  

 “ Default Rate ”
has the meaning ascribed to it in Section 2.5(d) .

  

 “ Default Right ”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.

  

 - 19 -

  

  

 “ Designated Non-cash
Consideration ” means the Fair Market Value (as determined in good faith by Borrower) of non-cash consideration received by
Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration, setting
forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

  

 “ Designated Preferred
Stock ” means Preferred Stock of Borrower or any direct or indirect parent of Borrower (other than Disqualified Stock), that
is issued for cash (other than to Borrower or any of its Subsidiaries or an employee stock ownership plan or trust established by Borrower
or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance
date thereof.

  

 “ disposition ”
has the meaning set forth in the definition of Asset Sale (and “ dispose ” shall have a correlative meaning).

  

 “ Disqualified Institution ”
means (i) any Person identified by name in writing to Agent and as a Disqualified Institution on or prior to the Closing Date (as
such list may be updated from time to time after the Closing Date with Agent’s consent (such consent not to be unreasonably withheld,
conditioned or delayed)) and (ii) a competitor of Borrower or its Subsidiaries identified by name in writing to Agent as Disqualified
Institutions prior to the Closing Date and any other Person identified by name in writing to Agent after the Closing Date to the extent
such Person becomes a direct competitor of Borrower or its Subsidiaries; provided , such designations shall be promptly provided
by Agent to the Lenders and shall become effective two days after delivery of each such written supplement to Agent, but which shall
not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans;
 provided , further , that a “competitor” shall not include any bona fide debt fund or investment vehicle that
is engaged in making, purchasing, holding or otherwise investing in commercial revolving loans and similar extensions of credit in the
ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with
such competitor, and for which no personnel involved with the investment of such competitor thereof, as applicable, (x) makes any
investment decisions or (y) has access to any information (other than information publicly available) relating to the Credit Parties
or any entity that forms a part of the Credit Parties’ business (including their Subsidiaries).

  

 “ Disqualified Stock ”
means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it
is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

  

 (1)            matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset
sale),

  

 (2)            is
convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or

  

 (3)            is
redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),
in each case prior to 91 days after the earlier of the Latest Maturity Date or the date the Loans are no longer outstanding; provided ,
 however , that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable
or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided ,
 further , however , that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Borrower
or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because
it may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result
of such employee’s termination, death or disability; provided , further , that any class of Capital Stock of such Person
that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified
Stock shall not be deemed to be Disqualified Stock.

  

 - 20 -

  

  

 “ Dodd-Frank Act ”
has the meaning ascribed to it in Section 2.14(e) .

  

 “ Dollars ”
or “ $ ” means the lawful currency of the United States.

  

 “ Domestic Subsidiary ”
means a Restricted Subsidiary that is not a Foreign Subsidiary.

  

 “ EBITDA ”
means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period plus , without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  

 (1)            Consolidated
Taxes; plus

  

 (2)            Fixed
Charges and costs of surety bonds in connection with financing activities; plus

  

 (3)            Consolidated
Depreciation and Amortization Expense; plus

  

 (4)            Consolidated
Non-Cash Charges; plus

  

 (5)            any
expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity Interests, Investment,
acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this
Agreement (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to (i) the
Refinancing Transactions, the Norbert Transactions, the 2023 Notes Transactions, the 2024 Notes Transactions and the 2025 Notes Transactions
(each as defined in the Term Loan B Credit Agreement), (ii) the Transactions, (iii) the Bilateral Credit Facility, the Term
Loan B Facility or the Revolving Facility, (iv) any amendment or other modification of the Senior Notes, the Bilateral Credit Facility,
the Term Loan B Facility and the Revolving Facility or other Indebtedness and (v) commissions, discounts, yield and other fees and
charges (including any interest expense) related to any Qualified Securitization Financing; plus

  

 (6)            business
optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of doubt, shall include, without
limitation, the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination
costs, future lease commitments and excess pension charges); plus

  

 (7)            the
amount of loss or discount on sale of assets and any commissions, yield and other fees and charges, in each case in connection with a
Qualified Securitization Financing; plus

  

 (8)            any
costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan
or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of Borrower or any Guarantor or net cash proceeds of an issuance of Equity Interests of Borrower (other than
Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

  

 (9)            the
amount of net cost savings, operating improvements or synergies projected by Borrower in good faith to be realized within eighteen months
following the date of any operational changes, business realignment projects or initiatives, restructurings or reorganizations which
have been or are intended to be initiated (other than those operational changes, business realignment projects or initiatives, restructurings
or reorganizations entered into in connection with any pro forma event (as defined in “Fixed Charge Coverage Ratio”) (calculated
on a pro forma basis as though such cost savings had been realized on the first day of such period)), net of the amount of actual
benefits realized during such period from such actions; provided that such net cost savings and operating improvements or synergies
are reasonably identifiable and quantifiable; provided , further , that the aggregate amount added to EBITDA pursuant
to this clause (9) shall not exceed 20% of EBITDA for such period (determined after giving effect to such adjustments); and

  

 - 21 -

  

  

 less , without duplication, to the extent the same increased
Consolidated Net Income,

  

 (10)          non-cash
items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent
the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for
which cash was received in a prior period).

  

 “ EEA Financial Institution ”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

  

 “ EEA Member Country ”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

  

 “ EEA Resolution Authority ”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.

  

 “ E-Fax ”
means any system used to receive or transmit faxes electronically.

  

 “ Electronic Transmission ”
means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made
or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service acceptable to Agent.

  

 “ Eligible Assignee ”
means (a) a Lender, (b) a commercial or investment bank, insurance company, finance company, financial institution, any fund
that invests in loans or (c) any Affiliate of a Lender; provided that in any event, “Eligible Assignee” shall
not include (i) any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural person), (ii) any Disqualified Institution, (iii) any Defaulting Lender or (iv) Borrower, any Subsidiary
or any Affiliate thereof.

  

 “ Environmental Laws ”
means all applicable federal, state, provincial, local and foreign laws, statutes, ordinances, codes, rules, standards and regulations,
now or hereafter in effect, including any applicable judicial or administrative order, consent decree, order or judgment, in each case
having the force or effect of law, imposing liability or standards of conduct for or relating to the regulation and protection of human
health, safety, the environment and natural resources (including ambient air, soil, vapor, surface water, groundwater, wetlands, land
surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental Laws include the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq .) (“ CERCLA ”); the Hazardous Materials
Transportation Authorization Act of 1994 (49 U.S.C. §§ 5101 et seq .); the Federal Insecticide, Fungicide, and Rodenticide
Act (7 U.S.C. §§ 136 et seq .); the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq .); the Toxic
Substance Control Act (15 U.S.C. §§ 2601 et seq .); the Clean Air Act (42 U.S.C. §§ 7401 et seq .); the
Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq .); the Occupational Safety and Health Act (29 U.S.C. §§
651 et seq .); and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq .), and any and all regulations promulgated
thereunder, and all analogous federal, state, provincial, local and foreign counterparts or equivalents and any transfer of ownership
notification or approval statutes related to the protection of human health, safety or the environment.

  

 - 22 -

  

  

 “ Environmental Liabilities ”
means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation
and feasibility study costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble
damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties,
sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person,
whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under
or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a
Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property.

  

 “ Environmental Permits ”
means, with respect to any Person, all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental
Authority under any Environmental Laws for conducting the operations of such Person.

  

 “ Equity Interests ”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).

  

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

  

 “ ERISA Affiliate ”
means, with respect to any Credit Party, any trade or business (whether or not incorporated) that, together with such Credit Party, are
treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the IRC.

  

 “ ERISA Event ”
means, with respect to any Credit Party or any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with
respect to a Title IV Plan (other than an event for which the thirty (30) day notice period is waived); (b) the withdrawal of any
Credit Party or ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any Credit Party or any
ERISA Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to terminate a Title IV Plan or the treatment
of a plan amendment as a termination under Section 4041 of ERISA; (e) the termination of a Title IV Plan or Multiemployer Plan
by the PBGC pursuant to Section 4042 of ERISA; (f) the failure by any Credit Party or ERISA Affiliate to make when due required
contributions to a Multiemployer Plan or Title IV Plan unless such failure is cured within thirty (30) days; (g) the termination
of a Multiemployer Plan under Section 4041A of ERISA or the reorganization or insolvency of a Multiemployer Plan under Section 4241
or 4245 of ERISA or a determination that a Multiemployer Plan is in “endangered” or “critical” status under the
meaning of Section 432 of the IRC or Section 304 of ERISA; (h) the loss of a Qualified Plan’s qualification or tax
exempt status; (i) the termination of a Plan described in Section 4064 of ERISA; (j) the filing pursuant to Section 412(c) of
the IRC or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Title
IV Plan; (k) a determination that any Title IV Plan is in “at risk” status (within the meaning of Section 430 of
the IRC or Section 303 of ERISA); (l) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under
Title IV of ERISA (other than non-delinquent premiums payable to the PBGC under Sections 4006 and 4007 of ERISA); (m) the imposition
of liability on any Credit Party or any ERISA Affiliate due to the cessation of operations at a facility under the circumstances described
in Section 4062(e) of ERISA; or (n) the occurrence of a non-exempt “prohibited transaction” with respect to
which any Credit Party or any of the Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of
the IRC) or a “party in interest” (within the meaning of Section 406 of ERISA) or with respect to which any Credit Party
or any such Subsidiary could otherwise be liable.

  

 - 23 -

  

  

 “ ERISA Lien ”
has the meaning ascribed to it in Section 6.11 .

  

 “ Erroneous Payment ”
has the meaning assigned to it in Section 10.17(a) .

  

 “ Erroneous Payment
Return Deficiency ” has the meaning assigned to it in Section 10.17(d) .

  

 “ E-Signature ”
means the process of attaching to, or logically associating with, an Electronic Transmission, an electronic symbol, encryption, digital
signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the
intent to sign, authenticate or accept such Electronic Transmission.

  

 “ E-System ”
means any electronic system approved by Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by Agent, any of its Related Persons or any other Person, providing for access
to data protected by passcodes or other security system.

  

 “ EU Bail-In Legislation
Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.

  

 “ Event of Default ”
has the meaning ascribed to it in Section 9.1 .

  

 “ Excess Amount ”
has the meaning specified in Section 2.16 .

  

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

  

 “ Excluded Contributions ”
means, at any time the cash and Cash Equivalents received by Borrower after the Closing Date from:

  

 (1)            contributions
to its common equity capital, and

  

 (2)            the
sale (other than to a Subsidiary of Borrower or to any Subsidiary management equity plan or stock option plan or any other management
or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Borrower,

  

 in each case designated as Excluded Contributions
pursuant to an Officer’s Certificate (but excluding any Cure Amount or amounts distributed pursuant to Section 7.2(b)(ii) ).

  

 “ Excluded Principal
Property ” means (a) any Principal Property, (b) any shares of capital stock or Indebtedness (as defined in the Existing
Con-way Indenture) of any Restricted Subsidiary (as defined in the Existing Con-way Indenture) or (c) any other assets or property
owned by Con-way or any Restricted Subsidiary (as defined in the Existing Con-way Indenture) to the extent, in the case of this clause
(c), that the existence of liens on such assets or property in favor of the Lenders as security for the Obligations owing under this
Agreement would result in the breach of, or require the equal and ratable securing of, all or any portion of the Con-way Existing Indebtedness;
 provided that Borrower may, in its sole discretion, elect to designate any property which is an Excluded Principal Property as
not being an Excluded Principal Property.

  

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 “ Excluded Property ”
has the meaning assigned to such term in the Security Agreement.

  

 “ Excluded Subsidiary ”
means (a) each Domestic Subsidiary that is prohibited from guaranteeing the Obligations hereunder by any requirement of law or that
would require consent, approval, license or authorization of a Governmental Authority to guarantee the Obligations hereunder (unless
such consent, approval, license or authorization has been received), (b) each Domestic Subsidiary that is prohibited by any applicable
contractual requirement from guaranteeing the Obligations hereunder on the Closing Date or at the time such Subsidiary becomes a Subsidiary
(to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement
or renewal thereof is in effect), (c) any Domestic Subsidiary (i) that owns no material assets (directly or through its Subsidiaries)
other than Equity Interests of one or more Foreign Subsidiaries or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary,
(d) any Foreign Subsidiary, (e) any Securitization Subsidiary, (f) any CFC, (g) any Unrestricted Subsidiary, (h) any
non-Wholly Owned Subsidiary, (i) any Subsidiary that is a captive insurance company and (j) any not-for profit Subsidiary.

  

 “ Excluded Swap Obligation ”
means, with respect to any Credit Party, any Hedging Obligation if, and to the extent that, all or a portion of the Obligations of such
Credit Party of, or the grant by such Credit Party of a security interest to secure, such Hedging Obligation (or any Obligations thereof)
is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or
the application or official interpretation of any thereof). If a Hedging Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which such Obligation
or security interest is or becomes illegal.

  

 “ Excluded Taxes ”
means any of the following Taxes imposed on or with respect to a Recipient, or required to be withheld or deducted from a payment to
a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Tax imposed on amounts payable
to or for the account of such Lender pursuant to any law in effect on the date such Lender becomes a party to this Agreement (other than
as an assignee pursuant to a request by Borrower under Section 2.14(d)) or designates a new lending office (unless such designation
is at the request of Borrower under Section 2.14(g) ), (c) Taxes attributable to such Recipient’s failure to comply
with Section 2.13(d)  and (d) any U.S. federal withholding Taxes imposed under FATCA.

  

 “ Existing Con-way
Indenture ” means that certain Indenture, dated as of March 8, 2000, between CNF Transportation, Inc., as issuer,
and Bank One Trust Company, National Association, as trustee, in the case of Con-way’s 6.70% Senior Debentures due 2034.

  

 “ Extended Loans ”
has the meaning specified in Section 2.17(a) .

  

 “ Extending Lender ”
has the meaning specified in Section 2.17(c) .

  

 - 25 -

  

  

 “ Extension ”
has the meaning specified in Section 2.17(a) .

  

 “ Extension Amendment ”
has the meaning specified in Section 2.17(d) .

  

 “ Extension Offer ”
has the meaning specified in Section 2.17(a) .

  

 “ Fair Labor Standards
Act ” means the Fair Labor Standards Act, 29 U.S.C. §§ 201 et seq .

  

 “ Fair Market Value ”
means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between
a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

  

 “ Fall-Away Event ”
has the meaning specified in Section 8.3 .

  

 “ FATCA ”
means Sections 1471 through 1474 of the IRC as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the IRC and any intergovernmental agreements implementing
the foregoing.

  

 “ FCPA ” means
the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq .), as amended, and the rules and regulations
thereunder.

  

 “ Federal Funds Rate ”
means, for any day, a floating rate equal to (a) the weighted average of interest rates on overnight federal funds transactions
with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if
no such rate is published on the next Business Day, the weighted average of the rates on overnight Federal funds transactions among members
of the Federal Reserve System, as determined by Agent in its reasonable discretion, which determination shall be final, binding and conclusive
(absent manifest error).

  

 “ Federal Reserve Board ”
means the Board of Governors of the Federal Reserve System.

  

 “ Fees ” means
any and all fees and other amounts payable to Agent or any Lender pursuant to this Agreement or any of the other Loan Documents.

  

 “ Financial Covenant
Step-Up ” has the meaning specified in Section 7.12(a) .

  

 “ Financial Officer ”
means, with respect to any of Borrower or its Subsidiaries, the chief executive officer, the chief financial officer, the principal accounting
officer, the treasurer, the assistant treasurer and the controller thereof.

  

 “ Financial Statements ”
means the consolidated income statements, statements of cash flows and balance sheets of Borrower delivered in accordance with Section 4.4
and Section 5.1 .

  

 “ Fiscal Quarter ”
means any of the quarterly accounting periods of Borrower, ending on March 31, June 30, September 30, and December 31
of each year.

  

 “ Fiscal Year ”
means any of the annual accounting periods of Borrower ending on December 31 of each year.

  

 “ Fitch ”
means Fitch Ratings or any successor entity.

  

 - 26 -

  

  

 “ Fixed Charge Coverage
Ratio ” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges
of such Person for such period.

  

 In the event that Borrower
or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Disqualified
Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Calculation Date ”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or
redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred
at the beginning of the applicable four-quarter period; provided that Borrower may elect pursuant to an Officer’s Certificate
delivered to Agent to treat all or any portion of the commitment under any Indebtedness pertaining to a Limited Condition Acquisition
as being Incurred at the time the acquisition agreement or other similar agreement pertaining to such Limited Condition Acquisition is
entered into, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this
calculation, to be an Incurrence at such subsequent time.

  

 To the (i) extent Borrower
elects pursuant to an Officer’s Certificate delivered to Agent to treat all or any portion of the commitment under any Indebtedness
as being Incurred in connection with a Limited Condition Acquisition as described in the preceding paragraph or (ii) Borrower or
any Restricted Subsidiary elects to treat Indebtedness as having been Incurred prior to the actual Incurrence thereof pursuant to Section 7.1(c)(iii) ,
Borrower shall deem all or such portion of such commitment or such Indebtedness, as applicable, as having been Incurred and to be outstanding
for purposes of calculating the Fixed Charge Coverage Ratio for any period in which Borrower makes any such election and for any subsequent
period until such commitments or such Indebtedness, as applicable, are no longer outstanding, or until Borrower elects to withdraw such
election. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of
a business, that Borrower or any Restricted Subsidiary has made during the four-quarter reference period or subsequent to such reference
period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a “ pro
forma event ”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers,
amalgamations, consolidations, or discontinued operations (and the change of any associated fixed charge obligations and the change in
EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that, notwithstanding any classification
of any Person, business, assets or operations as discontinued operations because a definitive agreement for the sale, transfer or other
disposition in respect thereof has been entered into, Borrower shall not make such computations on a pro forma basis for any such classification
for any period until such sale, transfer or other disposition has been consummated. If since the beginning of such period any Person
that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning
of such period shall have consummated any pro forma event, that would have required adjustment pursuant to this definition, then the
Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such pro forma event had occurred
at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated
an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio
shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable
four-quarter period.

  

 For purposes of this definition,
whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of Borrower. Any such pro forma calculation may include adjustments appropriate,
in the reasonable good faith determination of Borrower, to reflect operating expense reductions and other operating improvements or synergies
reasonably expected to result from the applicable event within 18 months of the date the applicable event is consummated . For
the avoidance of doubt, adjustments to the computation of the Fixed Charge Coverage Ratio (or of Consolidated EBITDA) arising from any
 pro forma event and made in accordance with this paragraph and the paragraph immediately above shall not be subject to the 20%
cap set forth in clause (9) of the definition of “EBITDA”.

  

 - 27 -

  

  

 If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of Borrower to be the rate
of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon
the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed
to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Borrower may designate.

  

 For purposes of this definition,
any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the
most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA
for the applicable period.

  

 “ Fixed Charges ”
means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding
amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding
items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

  

 “ Floor ”
means 0.00%.

  

 “ Foreign Disposition ”
has the meaning specified in Section 2.3(b)(v) .

  

 “ Foreign Lender ”
has the meaning ascribed thereto in Section 2.13(d) .

  

 “ Foreign Pension Plan ”
shall mean any benefit plan that under applicable law other than the laws of the United States or any political subdivision thereof,
is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental
Authority.

  

 “ Foreign Subsidiary ”
means a Restricted Subsidiary that is not organized or established under the laws of the United States of America, any state thereof
or the District of Columbia. For the avoidance of doubt, any Subsidiary incorporated or organized under the laws of a territory of the
United States (including the Commonwealth of Puerto Rico) shall constitute a “Foreign Subsidiary” hereunder.

  

 “ GAAP ” means
generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which
are in effect on the Closing Date (unless otherwise specified herein). For the purposes of this Agreement, the term “consolidated”
with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

  

 - 28 -

  

  

 “ Global Coordinator ”
means BofA Securities, Inc., in its capacity as Global Coordinator and Structuring Agent.

  

 “ Governmental Authority ”
means any federal, state, provincial or other political subdivision thereof, and any agency, department or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government (including any supra-national body exercising
such powers or functions, such as the European Union or the European Central Bank).

  

 “ Guarantied Obligations ”
means as to any Person, any obligation of such Person guarantying or otherwise having the economic effect of guarantying any Indebtedness,
lease, dividend, or other obligation (“ primary obligation ”) of any other Person (the “ primary obligor ”)
in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation,
(b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of
the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such
arrangement from loss (other than product warranties given in the ordinary course of business), or (e) indemnify the owner of such
primary obligation against loss in respect thereof; provided , however , that the term Guarantied Obligations shall not include
endorsements of instruments for deposit or collection in the ordinary course of business or standard contractual indemnities. The amount
of any Guarantied Obligations at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or
determinable amount of the primary obligation in respect of which such Guarantied Obligations is incurred, and (y) the maximum amount
for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantied Obligations, or, if not stated
or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

  

 “ Guarantor Payment ”
has the meaning ascribed to it in Section 13.7(a) .

  

 “ Guarantors ”
means any Subsidiary of Borrower that guarantees the Obligations hereunder by executing this Agreement or a supplemental guarantee in
the form of Exhibit 1.1(a)  attached hereto; provided that (i) upon the release or discharge of such Person
from its Guaranty in accordance with this Agreement, such Person shall cease to be a Guarantor and (ii) notwithstanding anything
to the contrary in any Loan Document, in no event shall an Excluded Subsidiary be a Guarantor.

  

 “ Guaranty ”
means the guarantee of the Obligations of Borrowe…