XPO LOGISTICS, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee First Supplemental Indenture Dated as of September 26, 2012 to Indenture Dated as of September 26, 2012 4.50% Convertible Senior Notes due 2017XPO Logistics, Inc. • September 26th, 2012 • Transportation services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of September 26, 2012 (this “Supplemental Indenture”) between XPO Logistics, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture relating to “Senior Notes” dated as of September 26, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
XPO LOGISTICS, INC. 4.50% CONVERTIBLE SENIOR NOTES DUE 2017 UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2012 • XPO Logistics, Inc. • Transportation services • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with XPO Logistics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of $125,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2017 (the “Securities”). The Securities will be convertible into cash, shares of Company’s common stock, par value $0.001 per share (the “Common Stock”) or a combination thereof.
