Exhibit 4.2 


 


Execution
Version


 


XPO ESCROW SUB, LLC

to be merged with and into RXO, Inc.,

as the Company


 


and


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as the Trustee


 





 



 


7.500% Notes due 2027


 





 



 


First Supplemental Indenture


 


Dated as of October 25, 2022


 


to


 


Indenture dated as of October 25, 2022


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 
	Article 1	 
	Definitions
    and Other Provisions of General Application	 
	 	 
	Section 1.01.	Definitions	2
	Section 1.02.	Conflicts with Base Indenture	7
	 	 
	Article 2	 
	Form of
    Notes	 
	 	 
	Section 2.01.	Form of Notes	8
	Section 2.02.	Special Transfer Provisions	9
	 	 
	Article 3	 
	The
    Notes	 
	 	 
	Section 3.01.	Amount; Terms	15
	Section 3.02.	Denominations	17
	Section 3.03.	Book-entry Provisions for Global Securities	17
	Section 3.04.	Additional Notes	17
	 	 
	Article 4	 
	Redemption
    or Repurchase of Securities	 
	 	 
	Section 4.01.	Applicability of Base Indenture	17
	Section 4.02.	Optional Redemption	17
	Section 4.03.	Escrow of Proceeds; Special Mandatory Redemption	18
	Section 4.04.	Repurchase of Notes Upon a Change of Control	20
	 	 
	Article 5	 
	Covenants,
    Defaults and Remedies	 
	 	 
	Section 5.01.	Covenants	21
	Section 5.02.	Defaults and Remedies	21
	 	 
	Article 6	 
	Escrow
    Matters	 
	 	 
	Section 6.01.	Escrow Account	21
	Section 6.02.	Release of Escrowed Property	21
	Section 6.03.	Trustee Direction to Execute Escrow Agreement	21
	Section 6.04.	Activities Prior to the Merger Date	22
	 	 
	Article 7	 
	Miscellaneous	 
	 	 
	Section 7.01.	Confirmation of Indenture	22
	Section 7.02.	Counterparts	22
	Section 7.03.	Governing Law	23
	Section 7.04.	Waiver of Jury Trial	23
	Section 7.05.	Jurisdiction	23
	Section 7.06.	Recitals by the Company	23
	 	 	 
	Exhibit A	Form of Note	 
	Exhibit B	Form of Supplemental Indenture to be Delivered
    by RXO, Inc., XPO Escrow Sub, LLC and Certain Guarantors on the Merger Date	 



 






    i


     


    

 


FIRST SUPPLEMENTAL INDENTURE, dated as of October 25,
2022 (“First Supplemental Indenture”), to the Indenture dated as of October 25, 2022 (as amended, modified or
supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are
not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this First Supplemental Indenture,
the “Indenture”), by and between XPO ESCROW SUB, LLC (the “Escrow Issuer” and, prior to the Merger,
the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Notes:


 


WHEREAS, the Escrow Issuer has duly authorized
the execution and delivery of the Base Indenture to provide for the issuance from time to time of debt securities to be issued in one
or more Series as provided in the Base Indenture;


 


WHEREAS, the Escrow Issuer has duly authorized
the execution and delivery, and the Escrow Issuer desires and has requested the Trustee to join it in the execution and delivery, of this
First Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated
as its 7.500% Notes due 2027 (the “Notes”), on the terms set forth herein;


 


WHEREAS, ‎Section 2.01
of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose without the consent of
any Holders;


 


WHEREAS, upon consummation of the Merger on the
Merger Date, the Escrow Issuer will be merged with and into RXO, with RXO surviving such Merger, and in connection therewith, RXO will
enter into a supplemental indenture substantially in the form attached as Exhibit B hereto pursuant to which RXO will assume all
obligations of the Escrow Issuer under the Notes and the Indenture;


 





WHEREAS, on the Merger Date, each of RXO’s
Subsidiaries that guarantees the Term Loan Facility and the Revolving Credit Facility as of such date will execute a supplemental indenture
substantially in the form attached as Exhibit B hereto, and such Subsidiaries will become Guarantors with respect to the Notes; and


 


WHEREAS, all things necessary to make this First
Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement
to, the Base Indenture with respect to the Notes have been done.


 


NOW, THEREFORE:


 






     


     


    

 


Article 1

Definitions and Other Provisions of General Application


 


Section 1.01.     Definitions.
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words “herein,”
 “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this
First Supplemental Indenture as a whole and not to any particular section hereof.


 


As used herein, the following terms have the specified
meanings:


 


“Additional Notes” has the meaning
specified in ‎Section 3.04 of this First Supplemental Indenture.


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC,
and its direct and indirect participants, including, if applicable those of Euroclear and Clearstream, in each case in effect from time
to time.


 


“Applicable Premium” means,
with respect to any Note, on any applicable Redemption Date, as determined by the Company, the greater of:


 


(1)            1%
of the then outstanding principal amount of the Note; and


 


(2)            the
excess of:


 


(a)            the
present value at such Redemption Date of (i) the redemption price of the Note, at November 15, 2024 (such redemption price being
set forth in ‎Section 4.02(a) hereof), plus (ii) all required interest payments due on the Note through November 15,
2024 (excluding accrued but unpaid interest), discounted to the Redemption Date and computed using a discount rate equal to the Treasury
Rate as of such Redemption Date, plus 50 basis points; over


 


(b)            the
then outstanding principal amount of the Note.


 


“Base Indenture” has the meaning
specified in the recitals of this First Supplemental Indenture.


 






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“Change of Control” means
the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
Company’s assets and the assets of its Subsidiaries taken as a whole to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) other than the Company or one or more of its Subsidiaries; or (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any
 “person” (as defined above), including any group defined as a person for the purpose of Section 13(d)(3) of
the Exchange Act, other than the Company or its Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50%
of the then outstanding number of shares of the Company’s Voting Stock; provided, however, that a person shall
not be deemed the beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange
offer made by or on behalf of such person or any of such person’s Affiliates until such tendered securities are accepted for
purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a
revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations
under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange
Act. Notwithstanding the foregoing, (1) in no event will (i) the distribution, (ii) the Merger or (iii) provided
the Company is a direct or indirect wholly owned subsidiary of XPO Logistics, Inc. immediately after giving effect thereto, any
transaction undertaken prior to the distribution in connection with the separation and distribution be considered to be a Change of
Control and (2) a transaction will not be considered to be a Change of Control if (A) the Company becomes a direct or
indirect wholly owned subsidiary of another Person and (B) either (i) the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock
of such Person immediately after giving effect to such transaction or (ii) immediately following such transaction, no person
(other than a person satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50%
of the Voting Stock of such Person.


 


“Change of Control Offer” has
the meaning set forth in ‎Section 4.04(a).


 


“Change of Control Payment Date”
has the meaning set forth in ‎Section 4.04(a).


 


“Change of Control Repurchase Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Clearstream” means Clearstream
Banking, S.A., or the successor to its securities clearance and settlement operations.


 


“Company” means (i) initially,
the Escrow Issuer and (ii) from and after consummation of the Merger, RXO, until a successor replaces it pursuant to the Indenture
and thereafter means that successor.


 


“Corporate Trust Office” means
the designated office of the Trustee at which at any time its corporate trust business relating to this First Supplemental Indenture shall
be administered, which office at the date hereof is located at Global Corporate Trust, 214 N. Tryon Street, 27th Floor, Charlotte,
North Carolina 28202, Attention: RXO, Inc. Notes Administrator, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other address as such
successor trustee may designate from time to time by notice to the Holders and the Company).


 






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“Definitive Note” means a certificated
Note containing, if required, the appropriate Restricted Notes Legend set forth in ‎Section 2.02(e)(ii).


 


“Depositary” means DTC or any
successor designated by the Company pursuant to the Indenture.


 


“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 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 maturity
date of the Notes or the date the Notes 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 the Company 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.


 


“distribution” means the pro
rata distribution of all of RXO’s issued and outstanding shares of common stock to XPO Logistics, Inc. stockholders as of the
close of business on the record date for the distribution.


 


“Equity Offering” means any
public or private sale after the date hereof of common capital stock or Preferred Stock of the Company or any direct or indirect parent
of the Company, as applicable (other than Disqualified Stock), other than:


 


(1)            public
offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8;
and


 






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(2)            issuances
to any Subsidiary of the Company.





 


“Escrow Account” means “Escrow
Accounts,” as defined in the Escrow Agreement.


 


“Escrow Agent” means U.S. Bank,
National Association, in its capacity as Escrow Agent under the Escrow Agreement.


 


“Escrow Agreement” means the
Escrow Agreement entered into by and among the Company, the Escrow Agent and the Trustee concurrently with the closing of the offering
of the Notes on the date hereof.


 


“Escrowed Property” has the
meaning assigned to such term in the Escrow Agreement.


 


“Euroclear” means Euroclear
S.A./N.V., a company organized under the laws of Belgium, as operator of the Euroclear System, or its successor in such capacity.


 


“First Supplemental Indenture”
has the meaning specified in the recitals of this First Supplemental Indenture.


 


“Global Note” has the meaning
set forth in ‎Section 2.01(b)(ii).


 


“Global Notes Legend” means
the legend set forth in ‎Section 2.02(e)(i).


 


“Indenture” has the meaning
specified in the recitals of this First Supplemental Indenture.


 


“Initial Notes” has the meaning
set forth in ‎Section 3.01(b).


 


“Interest Payment Date,” when
used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.


 


“Notes” has the meaning specified
in the recitals of this First Supplemental Indenture.


 


“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by DTC), or any successor Person thereto and will initially be the Trustee.


 


“principal” of a Note means
the principal amount of the Note.


 


“Preferred Stock” means any
Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.


 


“Purchase Agreement” means the
Purchase Agreement, dated as of October 11, 2022, between the Company and BofA Securities, Inc., as representative of the several
initial purchasers of the Notes.


 






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“Qualified Institutional Buyer”
or “QIB” has the meaning specified in Rule 144A promulgated under the Securities Act.


 


“Rating Event” means the rating
on the Notes is lowered by at least two Rating Agencies and such Notes are rated below an Investment Grade Rating by such Rating Agencies,
in any case on any day during the period (which period will be extended so long as the rating of the Notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies) commencing upon the first public notice of the occurrence of a Change
of Control or the Company’s intention to effect a Change of Control and ending 60 days following the consummation of the Change
of Control; provided, however, a Rating Event otherwise arising by virtue of a particular reduction in rating shall not
be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event) if the Rating Agencies
making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company
in writing at the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the reduction).


 


“Redemption Date,” with respect
to any Note or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to the Indenture or such Note.


 


“Regular Record Date,” for the
interest payable on any Interest Payment Date on the Notes of any Series, means the date specified for that purpose herein.


 


“Regulation S” means Regulation
S promulgated under the Securities Act.


 





“Regulation S Global Note” has
the meaning set forth in ‎Section 2.01(b).


 


“Restricted Notes Legend” means
the legend set forth in ‎Section 2.02(e)(ii).


 


“Restricted Period” means with
respect to any Notes the period that is 40 days after the later of (i) the Issue Date of the Notes and (ii) the date when the
Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation
S) in reliance on Regulation S.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


“Rule 144A Global Note”
has the meaning set forth in ‎Section 2.01(b).


 


“RXO Businesses” means XPO Logistics, Inc.’s
tech-enabled truck brokerage business, as well as its services for managed transportation, last mile logistics and global forwarding.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw- Hill Companies, Inc., or any successor thereto.


 






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“separation” means the spin-off
of the RXO Businesses from XPO Logistics, Inc.’s other businesses and the creation, as a result of the distribution, of an
independent, publicly traded company, RXO, to hold the assets and liabilities associated with the RXO Businesses after the distribution.


 


“Special Mandatory Redemption”
has the meaning set forth in ‎Section 4.03(a).


 


“Special Mandatory Redemption Date”
has the meaning set forth in ‎Section 4.03(b).


 


“Special Mandatory Redemption Event”
has the meaning set forth in ‎Section 4.03(a).


 


“Special Mandatory Redemption Notice Date”
has the meaning set forth in ‎Section 4.03(b).


 


“Special Mandatory Redemption Price”
has the meaning set forth in ‎Section 4.03(a).


 


“Spin Certificate” has the meaning
assigned to such term in the Escrow Agreement.


 


“Stated Maturity” means, when
used with respect to any Note or any installment of principal thereof or interest thereon, the date specified in such Note as the fixed
date on which the principal of such Note or such installment of principal or interest is due and payable.


 


“Transfer Restricted Note” means
any Note that contains or is required to contain a Restricted Notes Legend.


 


“Treasury Rate” means, with
respect to any Note, as of the applicable Redemption Date, as determined by the Company, the yield to maturity as of such Redemption Date
of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical
Release H. 15 (519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption
Date to November 15, 2024; provided, however, that if the period from such Redemption Date to November 15, 2024,
as applicable, is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant
maturity of one year will be used.


 


Section 1.02.     Conflicts
with Base Indenture. In the event that any provision of this First Supplemental Indenture limits, qualifies or conflicts with a provision
of the Base Indenture, such provision of this First Supplemental Indenture shall control.


 






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Article 2

Form of Notes


 


Section 2.01.     Form of
Notes.


 


(a)            The
Notes shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of the
Indenture (other than, with respect to any Additional Notes, changes contemplated by ‎Section 3.04).
The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note
shall be dated the date of its authentication.


 


(b)


 


(i)            The
Initial Notes shall be offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be resold initially only (A) to
persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act or (B) outside the United States, to
persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in reliance on Regulation S. Notes
may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and
otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially
issued in the form of one or more permanent global securities in fully registered form (collectively, the “Rule 144A Global
Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global
securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons
and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in ‎Section 2.02(e) hereof.
Such global securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered
in the name of DTC or a nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.


 


(ii)            The
Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein as “Global Notes.”
The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records
of the Trustee and DTC or its nominee as hereinafter provided.


 


(c)            This
‎Section 2.01(c) shall apply only to a Global Note
deposited with or on behalf of DTC.


 


(i)            The
Company shall execute and the Trustee shall, in accordance with this ‎Section 2.01(c),
authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of DTC or its nominee and (B) shall
be delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as Notes Custodian for DTC.


 






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(ii)            Members
of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global
Note held on their behalf by DTC (or by the Trustee as the Notes Custodian for DTC) or under such Global Note, and the Company, the Trustee
and any agent of the Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent
Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any
Global Note.


 


(d)            Except
as provided in Section 2.15 of the Base Indenture, owners of beneficial interests in Global Notes shall not be entitled to receive
physical delivery of Definitive Notes.


 


(e)            The
Notes may be presented for registration of transfer and exchange at the offices of the Registrar.


 


Section 2.02.     Special
Transfer Provisions.


 


(a)            Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with a request:


 


(i)            to
register the transfer of such Definitive Notes; or


 


(ii)            to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for
transfer or exchange:


 


(A)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing; and





 


(B)            are
accompanied by the following additional information and documents, as applicable: (x) if such Definitive Notes are being delivered
to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect;
or (y) if such Definitive Notes are being transferred to the Company, a certification to that effect (in each case in the form set
forth on the reverse side of the Initial Note); or


 


(C)            if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities
Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect
(in the form set forth on the reverse side of the Initial Note) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in ‎Section 2.02(e)(ii).


 






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(b)            Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
together with:


 


(i)            certification
(in the form set forth on the reverse side of the applicable Initial Note) that such Definitive Note is being transferred (A) to
a person reasonably believed to be QIB in accordance with Rule 144A or (B) to a non-U.S. Person outside the United States in
an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904 under the Securities
Act; and


 


(ii)            written
instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the DTC account to be credited with such increase,


 


then the Trustee shall cancel such Definitive Note and cause,
or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between DTC and the Notes
Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of
the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled.  If no Global Notes are
then outstanding and the Global Note has not been previously exchanged for Definitive Notes pursuant to this Indenture, the Company shall
issue and the Trustee shall authenticate, upon receipt of an order from the Company, a new Global Note in the appropriate principal amount.


 


(c)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through DTC, in accordance with this First Supplemental
Indenture (including applicable restrictions on transfer set forth herein, if any) and the Applicable Procedures therefor.  A transferor
of a beneficial interest in a Global Note shall deliver a written or electronic order given in accordance with the Applicable Procedures
containing information regarding the participant account of DTC to be credited with a beneficial interest in such Global Note or another
Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note
and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being
transferred.


 






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(ii)            Transfers
by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation
S Global Note of the same Series, whether before or after the expiration of the Restricted Period, shall be made in accordance with the
Applicable Procedures and only upon receipt by the Trustee of a written certification (in the form set forth on the reverse side of the
Initial Note) from the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of
Regulation S or (if available) Rule 144 under the Securities Act and, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear, Clearstream or their respective participants.


 





(iii)            Beneficial
interests in a Regulation S Global Note may be exchanged for interests in a Rule 144A Global Note of the same Series in accordance
with the Applicable Procedures and if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A
and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate
(in the form set forth on the reverse side of the Initial Note) to the effect that the beneficial interest in the Regulation S Global
Note, is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account
or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


(iv)            If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar
shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.


 


(v)            Notwithstanding
any other provisions of this First Supplemental Indenture (other than the provisions set forth in Section 2.15 of the Base Indenture),
a Global Note may not be transferred as a whole except by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor to DTC or a nominee of such successor to DTC.


 






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(d)            Restrictions
on Transfer of Regulation S Global Notes.


 


(i)            Prior
to the expiration of the Restricted Period, interests in a Regulation S Global Note may be held through Euroclear, Clearstream or through
organizations that are participants in Euroclear or Clearsteam.  During the Restricted Period, beneficial ownership interests in
a Regulation S Global Note may only be sold, pledged or transferred through Euroclear, Clearstream or their respective participants in
accordance with the Applicable Procedures and only (a) to the Company or any Subsidiary thereof, (b) pursuant to a registration
statement that has been declared effective under the Securities Act, (c) for so long as such security is eligible for resale pursuant
to Rule 144A, to a Person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account
of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales to non-U.S. Persons that occur outside the United States (within the meaning of Regulation S under the Securities Act),
or (e) pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States, subject to the Company’s and the Trustee’s right prior
to any such offer, sale or transfer pursuant to clause ‎(d) or
(e) to require the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 
Prior to the expiration of the Restricted Period, transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee
who takes delivery of such interest through a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures,
pursuant to Rule 144 or 144A of the Securities Act and upon receipt by the Trustee of a written certification (in the form on the
reverse side of the Initial Note).


 


(ii)            Upon
the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable in accordance
with applicable law and the other terms of the Indenture.


 


(e)            Legend.


 


(i)            Each
Note certificate evidencing the Global Notes (and all Notes that are Global Notes issued in exchange therefor or in substitution thereof)
will contain a legend substantially to the following effect (each defined term in the legend being defined as such for purposes of the
legend only):


 


“THIS GLOBAL SECURITY IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF
BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES, EXCEPT THAT (I) THE TRUSTEE
MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY
MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS SUCCESSORS OR THEIR RESPECTIVE NOMINEES.


 






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UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(ii)            Except
as permitted by the following paragraphs ‎(iii), ‎(iv),
‎(v) or ‎(vi),
each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution
thereof) will contain a legend substantially to the following effect (each defined term in the legend being defined as such for purposes
of the legend only):


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT


 


(1)            IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 


(2)            IT
IS NOT A “U.S. PERSON” AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).


 






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NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE THAT IS (A) IN THE CASE OF RULE 144A GLOBAL NOTES, ONE YEAR, OR (B) IN THE CASE OF REGULATION
S GLOBAL NOTES, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”


 


Each Note evidencing a Global Note offered and
sold to a QIB pursuant to Rule 144A will contain a legend substantially to the following effect:


 





“EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.”


 


(iii)            Upon
any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange
such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made
in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note).


 


(iv)           [Reserved].


 


(v)            [Reserved].


 






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(vi)            Upon
a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements
that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be
issued in global form shall continue to apply.


 


(f)            Cancellation
or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained
and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount
of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if
it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect
such reduction.


 


(g)            Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent and the Registrar may deem
and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(h)            All
Notes issued upon any transfer or exchange pursuant to the terms of this First Supplemental Indenture shall evidence the same debt and
shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.


 


(i)            Any
Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.02(e)hereof,
contain the applicable Restricted Notes Legend set forth in ‎Section 2.02(e)(ii) hereof.


 


(j)            By
its acceptance of any Note containing any legend in Section 2.02(e), each Holder of such Note acknowledges the restrictions on transfer
of such Note set forth in this Indenture and in such legend in Section 2.02(e) and agrees that it shall transfer such Note
only as provided in this Indenture.


 


Article 3

The Notes


 


Section 3.01.     Amount;
Terms.


 


(a)            There
is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “7.500%
Notes due 2027.” The changes, modifications and supplements to the Base Indenture effected by this First Supplemental Indenture
shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities
that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other Series of
Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications
and supplements.


 






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(b)            The
aggregate principal amount of Notes that initially may be authenticated and delivered under this First Supplemental Indenture (the “Initial
Notes”) shall be limited to $355,000,000, subject to increase as set forth in ‎Section 3.04.


 


(c)            The
Stated Maturity of the Notes, on which principal thereof is due and payable, shall be November 15, 2027. The Notes shall be payable
and may be presented for payment, purchase, redemption, registration of transfer and exchange at the office of the Company maintained
for such purpose, which shall initially be the Corporate Trust Office of the Trustee.


 


(d)            The
Notes shall accrue interest at the rate of 7.500% per year, in each case beginning on October 25, 2022 or from the most recent date
to which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest
on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Interest Payment Dates for the Notes
shall be May 15 and November 15 of each year, beginning on May 15, 2023, and the Regular Record Date for any interest
payable on each such Interest Payment Date shall be the immediately preceding April 30 and October 31, respectively; provided
that upon the Stated Maturity of the principal of the Notes, interest shall be payable on such Stated Maturity from the most recent
date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any
Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of
principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was
due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment
date, as the case may be, to the date of that payment on the next succeeding Business Day.


 


(e)            The
Notes will be initially issued in the form of one or more Global Notes, deposited with the Trustee, as Notes Custodian, or its nominee,
duly executed by the Company and authenticated by the Trustee as provided in the Base Indenture.


 


(f)            Payment
of principal of and premium, if any, and interest on a Global Note registered in the name of or held by the Depositary or its nominee
will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note.
If the Notes are no longer represented by a Global Note, payment of interest on certificated Notes in definitive form may, at the Company’s
option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of
any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the
payee.


 






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Section 3.02.     Denominations.
The Notes of each Series shall be issuable only in registered form in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.


 


Section 3.03.     Book-entry
Provisions for Global Securities. Except for the circumstances described in Article 2 of the Base Indenture, no Global Note
may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Note or a nominee thereof.


 


Section 3.04.     Additional
Notes. The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue pursuant
to the Indenture additional Notes (“Additional Notes”) having the same terms as, and ranking equally and ratably with,
the Notes in all respects (except for the issue date, the public offering price and, if applicable, the payment of interest accruing
prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes);
provided that if such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes
will have a separate CUSIP number. Such Additional Notes may be consolidated and form a single series with, and will have the same terms
as to ranking, redemption, waivers, amendments or otherwise as, the Notes, and will vote together as one class on all matters with respect
to such Notes.


 


Article 4

Redemption or Repurchase of Securities


 


Section 4.01.     Applicability
of Base Indenture. Subject to ‎Section 1.02 hereof, the
provisions of Article 3 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply
to redemptions of the Notes pursuant to ‎Section 4.02 hereof.


 


Section 4.02.     Optional
Redemption.


 


(a)            On
or after November 15, 2024, the Company may redeem the Notes at its option, in whole at any time or in part from time to time,
upon not less than 10 nor more than 60 days’ prior notice mailed by the Company by first-class mail, or delivered
electronically if held by DTC, to each Holder’s registered address, at the following redemption prices (expressed as a
percentage of principal amount), plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period commencing on November 15 of the years set forth below:


 


	Period	 	Redemption
 Price	 
	2024	 	 	103.750	%
	2025	 	 	101.875	%
	2026 and thereafter	 	 	100.000	%



 






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(b)            In
addition, prior to November 15, 2024, the Company may redeem the Notes at its option, in whole at any time or in part from time
to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Company by first class mail, or delivered electronically
if held by DTC, to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed,
plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable Redemption Date (subject to the
right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).


 


(c)            Notwithstanding
the foregoing, at any time and from time to time on or prior to November 15, 2024, the Company may redeem in the aggregate up to
40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with
the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company
to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase capital stock
(other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 107.500%,
plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular
Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the
original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding
after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which
any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed, or delivered electronically
if held by DTC, by the Company to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this
‎Article 4.


 


(d)            Unless
the Company defaults in the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes,
or portions thereof, called for redemption.


 


Section 4.03.     Escrow
of Proceeds; Special Mandatory Redemption.


 


(a)            In
the event that (x) the Company has not delivered the Spin Certificate to the Trustee and the Escrow Agent prior to 11:59 p.m. (New
York City time) on or prior to April 25, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the
Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not
consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property
is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger
and the distribution (the earliest such event described in clause (x), (y) or
(z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding
(such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






    18 


     


    

 


(b)            In
the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will
promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and
the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of
the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption
Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to
the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed.
Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or
deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such
Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be
redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date
such notice is to be sent (or such shorter period as the Trustee may agree)). On the Business Day immediately following the
Special Mandatory Redemption Notice Date, the Escrow Agent, without the requirement of further notice to or action by the Company or
any other person, shall liquidate all Escrowed Property and release the Escrowed Property to the Trustee. On or prior to the Special
Mandatory Redemption Date, if necessary, the Company shall deposit or cause to be deposited with the Trustee immediately available
funds in U.S. dollars in an amount sufficient, when taken together with such liquidated Escrowed Property, to pay the Special
Mandatory Redemption Price on all Notes to be redeemed on such date. The Trustee shall apply such liquidated Escrowed Property and
such deposited funds on the Special Mandatory Redemption Date to the Special Mandatory Redemption. Unless the Company defaults in
payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to
accrue on the Notes to be redeemed. The Trustee will release to the Company any liquidated Escrowed Property or other deposited
funds remaining after the Notes are redeemed.


 


(c)            Notwithstanding
the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Special
Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the
relevant Regular Record Dates in accordance with the Notes and the Indenture.


 


(d)            The
Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes, except for the Special
Mandatory Redemption pursuant to ‎Section 4.03 hereof,
if applicable.


 






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Section 4.04.     Repurchase
of Notes Upon a Change of Control.


 


(a)            If
a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes
as described in ‎Section 4.02 of this First Supplemental
Indenture, the Company is required to make an offer (the “Change of Control Offer”) to each Holder of the Notes to
repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Notes, at a repurchase price
in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased
to, but excluding, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company,
prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute a Change of Control,
the Company will electronically deliver or mail a notice to each Holder of the Notes, with a copy to the Trustee, describing the transaction
or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the
payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice
is electronically delivered or mailed (the “Change of Control Payment Date”). The notice shall, if electronically
delivered or mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a
Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.


 


(b)            On
the Change of Control Payment Date, the Company will, to the extent lawful:


 


(i)            accept
for payment all the Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)            deposit
with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Notes or portions of the Notes properly tendered;
and


 


(iii)            deliver
or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate
principal amount of Notes being purchased by the Company.


 


(c)            The
Paying Agent will promptly deliver to each Holder of Notes properly tendered payment for such Notes, and the Trustee will promptly authenticate
and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion
of any Notes surrendered.


 


(d)            The
Company is not required to make an offer to repurchase Notes in connection with a Change of Control Repurchase Event if a third party
makes such an offer in the manner and at the times and otherwise in compliance with the requirements hereunder for such an offer made
by the Company, and such third party purchases all Notes validly tendered and not withdrawn under its offer.


 


(e)            If
Holders of not less than 90% in aggregate principal amount of the Notes validly tender and do not withdraw such Notes in an offer to
repurchase the Notes in connection with a Change of Control Repurchase Event and the Company purchases all of the Notes validly
tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’
prior written notice to the Holders of Notes and the Trustee, given not more than 30 days following the Change of Control Payment Date,
to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date.


 






    20 


     


    

 


(f)            The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder,
to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase
Event provisions of the Indenture or the Notes, the Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under this ‎Section 4.04
or the Notes by virtue of compliance with such securities laws and regulations.


 


(g)            Notwithstanding
anything to the contrary in the Indenture or otherwise, for the avoidance of doubt, the Company’s obligation to repurchase Notes
upon a Change of Control Repurchase Event may be waived by the Holders of not less than a majority in aggregate principal amount of the
outstanding Notes affected by such waiver.


 


Article 5

Covenants, Defaults and Remedies


 


Section 5.01.     Covenants.
Article 4 and ‎Article 5 of the Base Indenture shall
apply to the Notes.


 


Section 5.02.     Defaults
and Remedies. Article 6 of the Base Indenture shall apply to the Notes.


 


Article 6

Escrow Matters


 


Section 6.01.     Escrow
Account. The Escrow Issuer shall, pursuant to the terms of the Escrow Agreement, deposit (or cause to be deposited) into the Escrow
Account the net proceeds of the offering of the Initial Notes.


 


Section 6.02.     Release
of Escrowed Property. The Escrow Agreement provides that subject to the terms and conditions set forth therein, the Escrow Agent
will liquidate all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the
Company or to such other Person as the Company directs in accordance with the terms of the Escrow Agreement.


 


Section 6.03.     Trustee
Direction to Execute Escrow Agreement. The Trustee is hereby authorized and directed to execute and deliver the Escrow Agreement.


 






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Section 6.04.     Activities
Prior to the Merger Date.


 


(a)            Prior
to the Merger Date, Escrow Issuer’s primary activities shall be restricted to issuing the Notes, entering into and performing its
obligations under the Indenture, the Notes, the Escrow Agreement and the Purchase Agreement, consummating the Merger, redeeming or repaying
the Notes, if applicable, pursuant to ‎Section 4.03
hereof, and conducting such other activities as are necessary or appropriate to carry out the activities described above. Prior to the
Merger Date, Escrow Issuer shall not own, hold or otherwise have any interest in any material assets other than the Escrow Account and
shall not incur any other material liabilities or conduct any other activities other than related to the foregoing.


 


(b)          Prior
to the Merger Date, RXO and its Subsidiaries shall not be subject to any of the covenants set forth in the Indenture or otherwise obligated
under the Indenture.


 


Article 7

Miscellaneous


 


Section 7.01.     Confirmation
of Indenture. The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and
confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.


 


Section 7.02.     Counterparts.
The parties hereto may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or other electronic
transmission shall be deemed to be their original signatures for all purposes. This First Supplemental Indenture shall be valid,
binding, and enforceable against a party (subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent
conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies
generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness),
whether considered in a proceeding at law or at equity) only when executed and delivered by an authorized individual on behalf of
the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National
Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the NYUCC (collectively, “Signature Law”); (ii) an original manual
signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or
photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an
original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to
investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures
shall be used for execution or indorsement of writings when required under the NYUCC or other Signature Law due to the character or
intended character of the writings. The Trustee shall not have any duty to confirm that the person sending any notice by electronic
transmission (including by e-mail) is, in fact, a person authorized to do so. Notwithstanding the foregoing, the Trustee may in any
instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu
of, or in addition to, any such electronic Notice. The Company agrees to assume all risks arising out of the use of electronic
signatures and electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 






    22 


     


    

 


Section 7.03.     Governing
Law. This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State
of New York.


 


Section 7.04.     Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 7.05.     Jurisdiction.
The Company and the Trustee, and each Holder of a Note by its acceptance thereof, hereby (i) irrevocably submit to the non-exclusive
jurisdiction of any federal or state court sitting in the Borough of Manhattan, the city of New York, over any suit, action or proceeding
arising out of or relating to the First Supplemental Indenture and (ii) to the fullest extent permitted by applicable law, irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any
such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 


Section 7.06.     Recitals
by the Company. The recitals in this First Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or
the proceeds thereof. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect of the Notes and of this First Supplemental Indenture as fully and with like
effect as if set forth herein in full.


 


[the remainder of this page intentionally
left blank]


 






    23 


     


    

 


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


 


	 	XPO ESCROW SUB, LLC

    as Company
	 	 
	 	By:	/s/
    David Murray
	 	 	Name: David Murray
	 	 	Title: Vice President, Treasurer and Financial Shared
    Services


 


[Signature Page - XPO Escrow Sub First
Supplement Indenture]


 






    


     


    

 


	 	U.S. BANK TRUST COMPANY,

                                                                   NATIONAL ASSOCIATION,
 as Trustee

	 	 
	 	By:	/s/
    Allison Lancaster-Poole
	 	 	Name: Allison Lancaster-Poole
	 	 	Title: Vice President


 


[Signature Page - XPO Escrow Sub First
Supplement Indenture]


 






    


     


    

 


EXHIBIT A


 


[FORM OF NOTE]


 


[Global Notes Legend]


 


THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS
HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES, EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS
SUCCESSORS OR THEIR RESPECTIVE NOMINEES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER REPRESENTS THAT


 


(1) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING
IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR


 






    A-1


     


    

 


(2) IT IS NOT A “U.S. PERSON”
AND IS OUTSIDE OF THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT).


 


NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS (A) IN THE CASE OF RULE 144A GLOBAL NOTES, ONE YEAR,
OR (B) IN THE CASE OF REGULATION S GLOBAL NOTES, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.


 


[For 144A Global Notes]


 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.]


 






    A-2


     


    

 


[FORM OF NOTE]


 


XPO ESCROW SUB, LLC


 


	No. [   ]	     144A CUSIP No. 98379J AA3







144A ISIN No. US98379JAA34


REG S CUSIP No.  U9840J AA8


REG S ISIN No. USU9840JAA89


 


$[     ]


 


7.500% Note due 2027


 


XPO Escrow Sub, LLC, a Delaware limited liability
company, promises to pay to Cede & Co., or registered assigns, the principal sum of [__] DOLLARS (or such other amount set forth
on the Schedule of Increases or Decreases in Global Note attached hereto) on November 15, 2027.


 


Interest Payment Dates: May 15 and November 15,
commencing May 15, 2023.


 


Record Dates: April 30 and October 31.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 






    A-3


     


    

 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	XPO ESCROW SUB, LLC 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


Dated:


 






    A-4


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


	U.S. BANK TRUST COMPANY,

                                                  NATIONAL ASSOCIATION

                                                  as Trustee, certifies that this is one of the

                                                  Notes referred to in the Indenture.
	 
	 	 
	By:	 	 
	 	Authorized Signatory	 



 






    A-5


     


    

 


[FORM OF REVERSE SIDE OF NOTE]


 


7.500% Note Due 2027


 


XPO Escrow Sub, LLC, a Delaware limited liability
company (together with its successors and assigns, the “Company”), issued this Note under the Indenture dated as of
October 25, 2022 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”),
as supplemented by the First Supplemental Indenture dated as of October 25, 2022 (the “Supplemental Indenture”
and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National
Association, as trustee (in such capacity, the “Trustee”), to which reference is hereby made for a statement of the
respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which
this Note is authorized and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned
to them therein. If any terms of this Note conflicts with the terms of the Indenture, the terms of the Indenture shall govern and control.


 


1.            Interest.
The Company promises to pay interest on the principal amount of this Note at the rate of 7.500% per year. The Company will pay interest
semi-annually in arrears on May 15 and November 15 of each year (each, an “Interest Payment Date”), beginning
on May 15, 2023, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding,
the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with
respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding
Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after
that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding
Business Day.


 


2.            Method
of Payment. The Company will pay interest on this Note (except defaulted interest, if any, which will be paid on a special payment
date to Holders of record on such special record date as may be fixed by the Company in accordance with Section 2.11 of the Base
Indenture) to the persons in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding
the relevant Interest Payment Date. The Company will pay principal and interest in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts, at the office or agency of the Company maintained for that purpose
in accordance with the Indenture.


 


3.            Paying
Agent. Initially, the Trustee will act as Paying Agent and Registrar. The Company may have one or more co-Registrars and one or more
additional paying agents. The Company may at any time rescind the designation of any Registrar or Paying Agent or approve a change through
which the Registrar or Paying Agent acts.


 






    A-6


     


    

 


4.            Optional
Redemption. This Note shall be redeemable at the option of the Company in accordance with ‎Section 4.02
of the Supplemental Indenture.


 


5.            Special
Mandatory Redemption. The Company will be required to redeem this Note as and to the extent set forth in (and only in the circumstances
described in) ‎Section 4.03 of the Supplemental Indenture.


 


6.            Offer
to Repurchase Upon Change of Control Repurchase Event. The Company will be required to make a Change of Control Offer as and to the
extent set forth in (and only in the circumstances described in) ‎Section 4.04
of the Supplemental Indenture.


 


7.            Persons
Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.


 


8.            Unclaimed
Money. All amounts of principal of and premium, if any, and interest on this Note paid by the Company to the Trustee or Paying Agent
that remain unclaimed for two years will be repaid to the Company, and the Holder of this Note will thereafter look solely to the Company
for payment unless applicable abandoned property law designates another Person.


 


9.            Amendment,
Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.


 


10.            Successor
Person. When a successor Person assumes all the obligations of its predecessor under the Note and the Indenture, the predecessor
Person will be released from those obligations, in accordance with and except as set forth in the Indenture.


 


11.            No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Note or the Indenture or for any claim based on, in respect of or by reason of, such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Note.


 


12.            Discharge
of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes
have the same effect as if set forth herein.


 


13.            Authentication.
This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other
side of this Note.


 






    A-7


     


    

 


14.            Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A
(= Uniform Gift to Minors Act).


 


15.            Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.


 


16.            CUSIP
and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP and ISIN numbers to be printed on this Note and has directed the Trustee to use CUSIP and ISIN numbers in notices of
repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this Note or
as contained in any notice of repurchase, and reliance may be placed only on the other identification numbers placed thereon.


 


17.            Copies.
The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and a copy of the Supplemental
Indenture. Requests may be made to: XPO Escrow Sub, LLC, 11215 North Community House Road, Charlotte, NC 28277, Attention: Jamie Harris.


 






    A-8


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


____________________________________________________





(Print or type assignee’s name, address
and zip code)


 


____________________________________________________





(Insert assignee’s soc. sec. or tax I.D.
No.)


 


and irrevocably appoint              agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.


 


	Date: __________	Your Signature:    	




 


_____________________________________________________


Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


	Date:  		 	 






	Signature must be
    guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
    acceptable to the Trustee	Signature of Signature
    Guarantee


 






    A-9


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTE


 


U.S. Bank Trust Company, National Association


Global Corporate Trust


214 North Tryon Street, 27th Floor


Charlotte, NC 28202


Telephone No.: (704) 335-4558


Fax No.: (704) 335-4676


Email: allison.lancasterpoole@usbank.com


 


This certificate relates to $ ____________ principal amount of Notes
held in (check applicable space) __________ book-entry or ____________ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has
                                            requested the Trustee by written order to deliver in exchange for its beneficial interest
                                            in the Global Note held by the Depository a Note or Notes in definitive, registered form
                                            of authorized denominations and an aggregate principal amount equal to its beneficial interest
                                            in such Global Note (or the portion thereof indicated above);



 


		 ̈	has
                                            requested the Trustee by written order to exchange or register the transfer of a Note or
                                            Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate occurring while this Note is still a (i) Transfer Restricted Note and a Definitive Note or (ii) a Transfer Restricted
Note and a Global Note, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	to
    the Company; or
	(2)	 ̈	to
    the Registrar for registration in the name of the holder, without transfer; or
	(3)	 ̈	pursuant
    to an effective registration statement under the Securities Act; or
	(4)	 ̈	to
    a person reasonably believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities
    Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer
    is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities
    Act; or
	(5)	 ̈	to
    a non-U.S. person outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act
    in compliance with Rule 903 or 904 under the Securities Act and such Note shall be held immediately after the transfer through
    Euroclear, Clearstream or their respective participants until the expiration of the Restricted Period (as defined in the Indenture);
    or
	(6)	 ̈	pursuant
    to another available exemption from registration provided by Rule 144 under the Securities Act.


 






    A-10


     


    

 


Unless one of the boxes is checked, the Trustee
will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof;
provided, however, that if box (5) or (6) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee have reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.





 


	Date:	 	 	Your Signature:	 



 


______________________________________________________


Sign exactly as your name appears on the other side of this Note.


 


Signature Guarantee:


 


	Date:  	 	 	






	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other
signature guarantor program reasonably acceptable to the Trustee 	Signature of Signature Guarantee





 






    A-11


     


    

 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it
is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	Date:	 	 	 
	 	 	 	NOTICE: To be executed by an executive officer


 






    A-12


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


The initial principal
amount of this Global Note is $     . The following increases
or decreases in this Global Note have been made:


 


	Date of Exchange	Amount
    of decrease in Principal Amount of this Global Note	Amount
    of increase in Principal Amount of this Global Note	Principal
    amount of this Global Note following such decrease or increase	Signature
    of authorized signatory of Trustee or Notes Custodian
	 	 	 	 	 


 






    A-13


     


    

 


EXHIBIT B


 


[Form of Supplemental Indenture to be Delivered
by RXO, Inc., XPO Escrow Sub, LLC and Certain Guarantors on the Merger Date]


 


SECOND SUPPLEMENTAL INDENTURE


 


This SECOND SUPPLEMENTAL INDENTURE, dated as of
[●], 2022 (this “Second Supplemental Indenture”), is entered into by and among RXO, Inc., a Delaware corporation
(the “Company”), XPO Escrow Sub, LLC, a Delaware limited liability company to be merged with and into the Company
(the “Escrow Issuer”), the parties that are signatories hereto as Guarantors (each, a “New Guarantor”
and together, the “New Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association,
as trustee (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Escrow Issuer and the Trustee have
heretofore executed and delivered an indenture, dated as of October 25, 2022 (the “Base Indenture”), and a first
supplemental indenture to the Base Indenture, dated as of October 25, 2022 (the “First Supplemental Indenture”
and, together with the First Supplemental Indenture and this Second Supplemental Indenture, and as further amended, supplemented, waived
or otherwise modified, the “Indenture”), providing for the issuance of $355,000,000 aggregate principal amount of
7.500% Notes due 2027 (the “Notes”);


 


WHEREAS, the parties hereto desire to enter into
this Second Supplemental Indenture to evidence the assumption by the Company of all the payment obligations under the Notes and the Indenture;


 


WHEREAS, the Indenture provides that on the Merger
Date the Company, the Escrow Issuer and each New Guarantor shall execute and deliver to the Trustee a supplemental indenture, pursuant
to which supplemental indenture the Company and the New Guarantors shall each become parties to the Indenture (and, in the case of the
Company, the Notes), the Company shall assume all of the obligations of the Escrow Issuer under the Notes and the Indenture, and each
New Guarantor shall jointly and severally guarantee, on an unsecured, unsubordinated basis, as a primary obligor and not merely as a
surety, the Guaranteed Obligations in respect of the Notes (the “Guarantee”);


 


WHEREAS, pursuant to Section 9.01 of the Base
Indenture, the Trustee, the Company, the Escrow Issuer and the New Guarantors are authorized to execute and deliver a supplemental indenture
to add additional Guarantors without the consent of Holders of the Notes;


 


WHEREAS, the Company, the Escrow Issuer and each
New Guarantor has duly authorized its entry into this Second Supplemental Indenture; and


 






    B-1


     


    

 


WHEREAS, all acts, conditions, proceedings and requirements
necessary to make this Second Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for
the purposes expressed herein, in accordance with its terms, have been duly done and performed.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the Escrow
Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.            Defined
Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “Holders” in this Second Supplemental Indenture shall refer to the term “Holders”
as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,”
 “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this
Second Supplemental Indenture as a whole and not to any particular Section hereof.


 


2.            Assumption.
The Company hereby agrees, as of (and subject to the occurrence of) the Merger Date, to assume, to be bound by, to perform and to be
liable, as a primary obligor and not as a guarantor or surety, with respect to, any and all payment obligations under the Indenture and
the Notes on the terms and subject to the conditions set forth in the Indenture and the Notes and all other obligations and agreements
of the Escrow Issuer under the Indenture and the Notes and to become the “Company” under and as defined in the Indenture
and the Notes.


 


3.            Agreement
to Guarantee. Each New Guarantor hereby agrees, jointly and severally, to guarantee the Guaranteed Obligations in respect of the
Notes (and not of any other Series) on the terms and subject to the conditions set forth in Article 11 of the Base Indenture and
to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of
a Guarantor under the Indenture.


 


4.            Notices.
All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Base Indenture.


 


5.            Ratification
of Indenture; Second Supplemental Indenture Part of Indenture. The Indenture, as supplemented and amended by this Second Supplemental
Indenture, is in all respects ratified and confirmed, and the Indenture and this Second Supplemental Indenture shall be read, taken and
construed as one and the same instrument.


 


6.            Governing
Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


7.            Trustee
Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this Second Supplemental Indenture on
the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee. The recitals in this Second Supplemental Indenture are made by the Company only and not by the
Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture. All of the provisions contained in the Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as
fully and with like effect as if set forth herein in full.


 






    B-2


     


    

 


8.            Counterparts.
The parties hereto may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or other electronic transmission
shall be deemed to be their original signatures for all purposes. This Second Supplemental Indenture shall be valid, binding, and enforceable
against a party (subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium
and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity
(including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity)
only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted
by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,
and/or any other relevant electronic signatures law, including relevant provisions of the NYUCC (collectively, “Signature Law”);
(ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or
faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence
as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect
to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate,
confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for
execution or indorsement of writings when required under the NYUCC or other Signature Law due to the character or intended character
of the writings. The Trustee shall not have any duty to confirm that the person sending any notice by electronic transmission (including
by e-mail) is, in fact, a person authorized to do so. Notwithstanding the foregoing, the Trustee may in any instance and in its sole
discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any
such electronic Notice. The Company agrees to assume all risks arising out of the use of electronic signatures and electronic methods
to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 


9.            Effect
of Headings. The Section headings of this Second Supplemental Indenture have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.


 






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10.            Incorporation
by Reference. The provisions of Sections 7.04 and 7.05 of the Base Indenture are hereby incorporated herein by reference mutatis mutandis.


 


 


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


 


	 	XPO, Escrow Sub, LLC, as Escrow Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	RXO, Inc., as the Company
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Jacobson Logistics Company, L.C.

Jacobson Transportation Company, Inc.

XPO Air Charter, LLC

XPO Global Forwarding, Inc.

XPO Last Mile Holding, Inc.

XPO Last Mile, Inc.

XPO Logistics Express, LLC

XPO Logistics Managed Transportation, LLC

XPO Logistics NLM, LLC

XPO Logistics, LLC

XPO NAT Solutions, LLC




 


	 	as New Guarantors




 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






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	 	U.S. BANK TRUST COMPANY,

                                                  NATIONAL ASSOCIATION,

                                                  as Trustee

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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