Exhibit 10.1


 


AMENDMENT
NO. 7 TO CREDIT AGREEMENT


 


Amendment No. 7, dated
as of June 10, 2022 (this “Amendment”), by and among XPO LOGISTICS, INC., a Delaware corporation (the “Borrower”),
certain of the Borrower’s Subsidiaries signatory hereto, the Lenders party hereto and MORGAN STANLEY SENIOR FUNDING, INC.,
in its capacity as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”), relating
to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated, extended, supplemented
or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Subsidiaries of the
Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent.


 


WHEREAS, the Borrower and the
Requisite Lenders have agreed to amend the Credit Agreement as set forth herein.


 


NOW, THEREFORE, in consideration
of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


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


 


Section 2.     Amendments.
Effective as of the Amendment No. 7 Closing Date (as defined below), the Credit Agreement shall be deemed amended as set forth below:


 


(a)            The
terms “Contribution”, “Distribution”, “Separation”, “SpinCo”, “Spin Documents”
and “Spin Transactions” shall be redefined using the terms “GXO Spin Contribution”, “GXO Spin Distribution”,
 “GXO Spin Separation”, “GXO SpinCo”, “GXO Spin Documents” and “GXO Spin Transactions”,
respectively, with the definitions thereof otherwise unchanged from the Credit Agreement as in effect prior to such amendments.


 


(b)            The
following terms shall be added in alphabetical order:


 


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


 


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


 


“NAT SpinCo” means a domestic Person formed
or to be formed by or on behalf of the Borrower in connection with the NAT Spin Transactions.


 


“NAT Spin Contribution” means the transfer
of the stock or other Equity Interests of certain Subsidiaries of Borrower holding the assets, liabilities and/or operations of all or
a portion of the North American brokered transportation services business and last mile logistics, managed transportation and global forwarding
businesses of the Borrower and its Subsidiaries, along with the transfer and assignment of certain related assets and liabilities of the
Borrower or its Subsidiaries to NAT SpinCo and its Subsidiaries.


 






    


    


    

 


“NAT Spin Distribution” means the distribution, in
one or more transactions, to the equityholders of Borrower of at least 80.1% of the Equity Interests of NAT SpinCo (with cash in
lieu of any fractional shares, if applicable).


 


“NAT Spin Separation” means each of the
NAT Spin Contribution, the NAT Spin Distribution and each of the other transactions ancillary to or as otherwise part of a plan with the
foregoing, including but not limited to any distributions or other transfers of cash and/or other property or liabilities by NAT SpinCo
or its Subsidiaries to Borrower or its Subsidiaries in connection with the NAT Spin Contribution and, as and to the extent determined
by the Borrower to be necessary or desirable in connection with the foregoing, the assumption by NAT SpinCo or any of its Subsidiaries
of any liabilities of Borrower.


 


“NAT Spin Transactions” means (a) the
Incurrence of Indebtedness by NAT SpinCo or a subsidiary of NAT SpinCo, (b) any distributions paid by or on behalf of, or issuances
of stock or securities by, NAT SpinCo to the Borrower in connection with the Separation, (c) the consummation of each of the NAT
Spin Contribution, NAT Spin Distribution and NAT Spin Separation and the other transactions related thereto or to facilitate the NAT Spin
Contribution, NAT Spin Distribution or NAT Spin Separation, as applicable, as determined in good faith by the Borrower, which determination
shall be conclusive, (d) the execution and performance of all agreements (along with schedules and exhibits thereto) entered into
by or between Borrower or any of its Subsidiaries, on the one hand, and NAT SpinCo or any of its Subsidiaries, on the other hand,
relating to or in connection with the NAT Spin Contribution, the NAT Spin Separation, the NAT Spin Distribution or any other transactions
necessary to complete the NAT Spin Contribution, the NAT Spin Separation or the NAT Spin Distribution, including but not limited to, the
separation and distribution agreement, the transition services agreement, the tax matters agreement, the employee matters agreement, the
intellectual property license agreement and the transfer documents (the items in this clause (d), collectively, the “NAT Spin
Documents”) and (e) the payment of fees and expenses related to the foregoing.


 


“SpinCo” means (a) GXO Logistics, Inc.
or (b) NAT SpinCo, or both of them, as the context may require.


 


“Spin Documents” means (a) the GXO
Spin Documents or (b) the NAT Spin Documents, or all of them, as the context may require


 


“Spin Transactions” means (a) the GXO
Spin Transactions or (b) the NAT Spin Transactions, or all of them, as the context may require.”


 


(c)             Section 2.3(b)(ii) shall
be amended to (a) add “, clause (b)(ii)(C)” immediately after the first appearance of the phrase “clause (b)(ii)(B)”
and (b) include a new clause (C) as follows:


 


“(C)     With respect
to any Net Proceeds received with respect to any Prepayment Disposition prior to or following the Amendment No. 7 Closing Date, at
the option of Borrower and so long as no Event of Default shall have occurred and be continuing, Borrower may apply all or any portion
of such Net Proceeds to redeem, repurchase, repay or otherwise satisfy Indebtedness for borrowed money of the Borrower or its Restricted
Subsidiaries (or to replenish such amounts so applied, or to repay debt the proceeds of which were so applied) within 12 months following
receipt of such Net Proceeds, provided, that if any Net Proceeds are no longer intended to be or cannot be so applied, or
have not been applied within the time period set forth above, an amount equal to any such Net Proceeds shall be applied as set forth in Section 2.3(a)(ii)(A) or
(B) in accordance with the time periods set for therein following Borrower’s reasonable determination that such Net Proceeds
are no longer intended to be or cannot be so applied as set forth in this Section 2.3(b)(ii)(C).”


 






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Section 3.     Representations
and Warranties. The Borrower and each other Credit Party hereby represents and warrants to the Agent and the Lenders that on the
Amendment No. 7 Closing Date:


 


(i)           no
Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after the effectiveness of this
Amendment; and


 


(ii)          the
representations and warranties set forth in Section 4 of the Credit Agreement and in each other Loan Document shall be true and correct
in all material respects on and as of the Amendment No. 7 Closing Date, except to the extent that such representations or warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.


 


Section 4.     Effectiveness.
This Amendment shall become effective as of the first date when each of the following conditions shall have been satisfied (the date of
satisfaction of such conditions, which date is June 10, 2022, the “Amendment No. 7 Closing Date”):


 


(i)           The
Agent shall have received from the Borrower, each other Credit Party, the Agent and Requisite Lenders (each Lender party hereto, a “Consenting
Lender”, and collectively, the “Consenting Lenders”) an executed counterpart hereof or other written confirmation
(in form satisfactory to the Agent) that such party has signed a counterpart hereof;


 


(ii)          The
Agent shall have received, for the ratable account of the Consenting Lenders, an amendment fee equal to $5,000,000, which fee shall be
shared among the Consenting Lenders based on each Consenting Lender’s pro rata share of the outstanding Loans held by all Consenting
Lenders immediately prior to the effectiveness of this Amendment;


 


(iii)         All
fees and out-of-pocket expenses of the Agent required to be paid or reimbursed by the Borrower on the Amendment No. 7 Closing Date
under Section 12.3 of the Credit Agreement, shall, to the extent invoiced and provided in writing to the Borrower at least one Business
Day prior to the Amendment No. 7 Closing Date, have been paid or reimbursed; and


 


(iv)         The
representations and warranties made pursuant to Section 3 hereof shall be true and correct in all material respects on and as of
the Amendment No. 7 Closing Date, except to the extent that such representations or warranties expressly relate to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date.


 


Section 5.     Governing
Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.


 


Section 6.     Credit
Agreement Governs. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of any Lender or the Agent under the Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force
and effect (it being understood and agreed, for the avoidance of doubt, that neither Consenting Lenders nor their assignees may assert,
or direct the Agent to assert, any claim or default arising from the consummation of the Spin Transactions (as defined in the Credit Agreement
as amended by this Amendment) or from this Amendment). Nothing herein shall be deemed to entitle any Credit Party to a future consent
to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall constitute a Loan Document
for purposes of the Credit Agreement and from and after the Amendment No. 7 Closing Date, all references to the Credit Agreement
in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof”
or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as
amended by this Amendment.


 






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Section 7.     Counterparts.
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart
of this Amendment. Any signature to this Amendment may be delivered by electronic mail (including pdf) or any electronic signature complying
with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent
permitted by applicable law.


 


Section 8.     Agent
Acting at Direction of Requisite Lenders. By their signature hereto, the Requisite Lenders direct and authorize the Agent to execute
this Amendment.


 


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


 


	 	BORROWER:
	 	 	 
	 	XPO LOGISTICS, INC.
	 	 	 
	 	 	 
		By:	/s/ Lorraine Sperling
	 	 	Name:	Lorraine Sperling
	 	 	Title:	Senior Vice President and Treasurer




 


[Signature Page – Amendment No. 7 to XPO Senior
Secured Term Loan Credit Agreement]


 






    


    


    

 


	 	GUARANTORS:



 


	 	BOUNCE LOGISTICS, LLC
	 	JACOBSON LOGISTICS COMPANY, L.C.
	 	JACOBSON TRANSPORTATION COMP ANY, INC.
	 	JHCI HOLDING USA, INC.
	 	NAT HOLDINGS, LLC
	 	XPO AIR CHARTER, LLC
	 	XPO CNW, INC.
	 	XPO COURIER, LLC
	 	XPO CUSTOMS CLEARANCE SOLUTIONS, LLC
	 	XPO DEDICATED, LLC
	 	XPO ENTERPRISE SERVICES, LLC
	 	XPO GLOBAL FORWARDING, INC.
	 	XPO LAND HOLDINGS, LLC
	 	XPO LAST MILE, INC.
	 	XPO LAST MILE HOLDING, INC.
	 	XPO LOGISTICS EXPRESS, LLC
	 	XPO LOGISTICS FREIGHT, INC.
	 	XPO LOGISTICS MANAGED TRANSPORTATION, LLC
	 	XPO LOGISTICS MANUFACTURING, LLC
	 	XPO LOGISTICS NLM, LLC
	 	XPO LOGISTICS, LLC
	 	XPO LTL HOLDINGS, LLC
	 	XPO LTL SOLUTIONS, LLC
	 	XPO MANUFACTURING HOLDINGS, LLC
 XPO NAT SOLUTIONS, LLC
	 	XPO PROPERTIES, INC.




 


	 	By:	/s/ Lorraine Sperling
	 	Name: Lorraine Sperling
	 	Title:   Senior Vice President, Treasurer




 


[Signature Page –
Amendment No. 7 to XPO Senior Secured Term Loan Credit Agreement]


 






    


    


    

 


	 	AGENT:
	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC., as Agent
	 	 
	 	 
	 	By:	/s/ Lisa
    Hanson                      
	 	Name: Lisa Hanson
	 	Title: Authorized Signatory




 


[Signature Page – Amendment No. 7 to XPO Senior
Secured Term Loan Credit Agreement]


 






    


    


    

 


LENDERS’ SIGNATURE PAGES


 


[Held on file with Agent]


 


[Signature Page – Amendment No. 7
to XPO Senior Secured Term Loan Credit Agreement]