XPO Logistics (NYSE XPO)

XPO Logistics. Executives. Sample Contracts. This SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement), dated as of October 30, 2015, by and among XPO LOGISTICS, INC., a Delaware corporation (Parent Borrower), and certain of Parent Borrowers wholly-owned domestic subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the U.S. Borrowers and each, individually, as a U.S. Borrower), XPO Logistics Canada Inc., an Ontario corporation (XPO Canada), and certain of Parent Borrowers wholly-owned other Canadian subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the Canadian Borrowers and each, individually, as a Canadian Borrower and together with the U.S. Borrowers, collectively, referred to herein as Borrowers and each, individually, as a Borrower); the other Credit Parties (with such term and each other capitalized term used but not. This Employment Agreement (this Agreement), effective as of the date set forth on Exhibit A (the Start Date), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the Company), and the individual named on Exhibit A (Employee). REFINANCING AMENDMENT (this Agreement), dated as of February 23, 2018, among XPO LOGISTICS, INC., a Delaware corporation (the Borrower), the other Subsidiaries of the Borrower party hereto, each financial institution identified on the signature pages hereto as a Refinancing Term Lender (each, a Refinancing Term Lender) and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the Lenders (in such capacities, the Agent), relating to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, including by that certain Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of August 25, 2016, and that certain Refinancing Amendment (Amendment No. 2 to Credit Agreement), dated as of March 10, 2017, the Credit Agreement), among the Borrower, the other Subsidiaries of the Borrower f. GREENWICH, Conn. July 17, 2017 XPO Logistics, Inc. (XPO or the Company) (NYSE: XPO) today announced that it plans to make an offering of 11,000,000 shares of its common stock in a registered underwritten offering. Some of the shares in the offering will be subject to the forward sale agreements described below. XPO expects to grant the underwriters a 30-day option to purchase up to 1,650,000 additional shares. This Separation Agreement and Release of Claims (the "Agreement"), dated as of January 27, 2017, is between XPO Logistics, Inc., and Gordon E. Devens ("you") and memorializes our mutual agreement and understanding in connection with your resignation from employment with XPO Logistics, Inc. ("XPO") and its Affiliates (as defined in Section 11(g) below) (collectively, the "Company"), and the settlement of potential claims arising out of the termination of your employment as noted below. This Agreement shall become effective as set forth in Section 4 below. Accordingly, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and you (the "Parties") hereby agree as follows: REFINANCING AMENDMENT (this Agreement), dated as of March 10, 2017, among XPO LOGISTICS, INC., a Delaware corporation (the Borrower), the other Subsidiaries of the Borrower party hereto, each financial institution identified on the signature pages hereto as a Refinancing Term Lender (each, a Refinancing Term Lender) and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the Lenders (in such capacities, the Agent), relating to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, including by that certain Incremental and Refinancing Amendment (Amendment No. 1 to Credit Agreement), dated as of August 25, 2016, the Credit Agreement), among the Borrower, the other Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent. This Retirement and Release Agreement (this "Agreement") is entered into by and between Mr. Louis DeJoy ("you") and XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), on December 7, 2015. All capitalized but undefined terms used in this Agreement have the meanings set forth in that certain Amended and Restated Employment Agreement entered into as of July 29, 2014 by and among you, the Company and XPO Logistics Supply Chain, Inc. (f/k/a New Breed, Inc.), a North Carolina corporation and indirect subsidiary of the Company ("XPO SC" and such agreement, the "Employment Agreement"). In consideration of the covenants undertaken and the releases contained in this Agreement, you and the Company agree as follows: This Performance-Based Restricted Stock Unit Award Agreement (this "Award Agreement") sets forth the terms and conditions of an award of performance-based restricted stock units with respect to a number of shares of the Company's Common Stock, $0.001 par value ("Share") set forth on Exhibit A (this "Award"), that is subject to the terms and conditions specified herein (each such restricted stock unit, an "RSU") and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the "Plan"). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, Shares or cash, as set forth in Section 3 of this Award Agreement. This Restricted Stock Unit Award Agreement (this "Award Agreement") sets forth the terms and conditions of an award of _____ restricted stock units (this "Award") that are subject to the terms and conditions specified herein (each such restricted stock unit, an "RSU") and that are granted to you under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the "Plan"). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company's Common Stock, $0.001 par value ("Shares"), or cash, as set forth in Section 3 of this Award Agreement. This Restricted Stock Unit Award Agreement (this "Award Agreement") sets forth the terms and conditions of an award of _______ restricted stock units (this "Award") that are subject to the terms and conditions specified herein (each such restricted stock unit, an "RSU") and that are granted to you under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the "Plan"). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company's Common Stock, $0.001 par value (each, a "Share"), or cash, as set forth in Section 3 of this Award Agreement. INDENTURE, dated as of August 25, 2016, among XPO LOGISTICS, INC., a Delaware corporation (together with its successors and assigns, the Company), the Guarantors party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee. INCREMENTAL AND REFINANCING AMENDMENT (this Agreement), dated as of August 25, 2016, among XPO LOGISTICS, INC., a Delaware corporation (the Borrower), the other Subsidiaries of the Borrower party hereto, each financial institution identified on the signature pages hereto as an Incremental Term B-1 Lender (each, an Incremental Term B-1 Lender), an Incremental Term B-2 Lender (each, an Incremental Term B-2 Lender and, together with the Incremental Term B-1 Lenders, the Incremental Term Lenders and each an Incremental Term Lender) or a Refinancing Term Lender (each, a Refinancing Term Lender) and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the Lenders (in such capacities, the Agent), relating to the Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as heretofore amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement), among the Borrower, th. On September 9, 2015, XPO Logistics, Inc. ("XPO" or the "Company"), entered into a definitive Agreement and Plan of Merger (the "Con-way Agreement") with Con-way Inc. ("Con-way") and Canada Merger Corp., a wholly owned subsidiary of XPO ("Merger Subsidiary). Pursuant to the terms of the Con-way Agreement, XPO caused Merger Subsidiary to commence a cash tender offer for all of Con-way's outstanding shares of common stock, par value $0.625 per share, at a purchase price of $47.60 per share, net to the seller in cash, without interest (the "Con-way Transaction"). Pursuant to the terms of the Con-way Agreement, (i) all vested and unvested Con-way options and stock appreciation rights outstanding at the effective time of the merger were converted into an equivalent award of XPO with adjustments to maintain the economic attributes of such awards, and such awards continue to be subject to the same terms and conditions, (ii) all restricted stock awards outstanding at the effective time of the. AMENDMENT TO ANY PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS UNDER THE XPO LOGISTICS, INC. AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of March 14, 2014 and February 27, 2015 (the "Agreements") between XPO LOGISTICS, INC., a Delaware corporation (the "Company"), and [name] (the "Amendment"). This Performance-Based Restricted Stock Unit Award Agreement (this "Award Agreement") sets forth the terms and conditions of an award of performance-based restricted stock units with respect to a number of shares of the Company's Common Stock, $0.001 par value ("Share") set forth on Exhibit A (this "Award"), that is subject to the terms and conditions specified herein (each such restricted stock unit, an "RSU") and that are granted to you under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the "Plan"). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, an amount in cash, as set forth in Section 3 of this Award Agreement. This Employment Agreement (this "Agreement"), effective as of the date set forth on Exhibit A (the "Start Date"), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), and the individual named on Exhibit A ("Employee"). On September 9, 2015, XPO Logistics, Inc. ("XPO" or the "Company") entered into an Agreement and Plan of Merger (the "Con-way Agreement"), dated as of September 9, 2015, with "Con-way Inc. ("Con-way") and Canada Merger Corp., a Delaware corporation and a wholly-owned subsidiary of XPO ("Merger Sub"). Pursuant to the Con-way Agreement, on September 15, 2015, Merger Sub commenced a tender offer to purchase all of the outstanding shares of the common stock, par value $0.625 per share, of Con-way ("Shares"), at a price of $47.60 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 15, 2015 (as amended or supplemented from time to time, the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer"), filed as Exhibit (a)(1)(a) and Exhibit. This Employment Agreement (this "Agreement"), effective as of September 14, 2015, is entered into by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), and Lance Robinson ("Employee"). Norbert Dentressangle, a societe anonyme organized under the laws of France, with a capital of EUR 19,672,482 having its registered office at 192 avenue Thiers - 69006 Lyon - France, registered with the registry of trade and companies of Lyon under number 309 645 539, This SENIOR SECURED TERM LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement), dated as of October 30, 2015, by and among XPO LOGISTICS, INC., a Delaware corporation (Borrower); the other Credit Parties from time to time signatory hereto; MORGAN STANLEY SENIOR FUNDING, INC. (MSSF), as administrative agent and collateral agent for the Lenders (together, with any permitted successors in such capacity, Agent); and the Lenders signatory hereto from time to time. This SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this Agreement), dated as of October 30, 2015, by and among XPO LOGISTICS, INC., a Delaware corporation (Parent Borrower), and certain of Parent Borrowers wholly-owned domestic subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the U.S. Borrowers and each, individually, as a U.S. Borrower), XPO Logistics Canada Inc., an Ontario corporation (XPO Canada), and certain of Parent Borrowers wholly-owned other Canadian subsidiaries from time to time signatory hereto, as borrowers (collectively, referred to herein as the Canadian Borrowers and each, individually, as a Canadian Borrower and together with the U.S. Borrowers, collectively, referred to herein as Borrowers and each, individually, as a Borrower); the other Credit Parties (with such term and each other capitalized term used but not. THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 9, 2015, by and among XPO Logistics, Inc., a Delaware corporation (Parent), Canada Merger Corp., a Delaware corporation and wholly owned Subsidiary of Parent (Merger Sub) and Con-way Inc., a Delaware corporation (the Company). You have advised Morgan Stanley Senior Funding, Inc. (MSSF, we or us) that you intend to acquire, directly or indirectly through one or more of your subsidiaries, all of the outstanding shares of common stock of a company previously identified to us and code-named Canada (the Company) and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the Term Sheet)). You have advised Morgan Stanley Senior Funding, Inc. (MSSF, we or us) that you intend to acquire, directly or indirectly through one or more of your subsidiaries, all of the outstanding shares of common stock of a company previously identified to us and code-named Canada (the Company) and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the Term Sheet)). XPO Logistics, Inc., a Delaware corporation (the Company), certifies that pursuant to the authority contained in its Amended and Restated Certificate of Incorporation (as amended, the Certificate of Incorporation), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the DGCL), the Board of Directors of the Company (the Board of Directors), on May 28, 2015, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date hereof: XPO Logistics, Inc., a Delaware corporation (the Company), certifies that pursuant to the authority contained in its Amended and Restated Certificate of Incorporation (as amended, the Certificate of Incorporation), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the DGCL), the Board of Directors of the Company (the Board of Directors), on May 28, 2015, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date hereof: