On March 29, 2024, GXO Logistics, Inc. entered into a Term Loan Credit Agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as administrative agent. The Term Loan Credit Agreement provides for a three-year multicurrency 250 million unsecured term facility, that may be borrowed by the Company in multiple draws beginning on the date that the acquisition of not less than the majority of the issued ordinary share capital of Wincanton plc (the Acquisition") by the Company or one of its subsidiaries is consummated, subject to the satisfaction (or waiver) of certain customary conditions. The Term Loan Credit Agreement provides that, subject to certain exceptions, net cash proceeds received by the Company from certain debt issuances by the Company and its subsidiaries prior to the funding of the Term Loan Credit Agreement shall result in commitment reductions.

The proceeds of borrowings under the Term Loan Credit Agreement may be used to finance, among other things, the Acquisition, the Company's incurrence, redemption, replacement or refinancing of indebtedness in connection with the Acquisition and to pay related fees and expenses. Loans under the Term Loan Credit Agreement will bear interest at a fluctuating rate per annum equal to, (a) with respect to borrowings in Dollars, at GXO's option, the alternate base rate or Term SOFR (as defined in the Term Loan Credit Agreement) and (b) with respect to borrowings in Pounds Sterling, Daily Simple SONIA Rate (as defined in the Term Loan Credit Agreement), in each case, plus an applicable margin calculated based on GXO's credit ratings. The Term Loan Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things limit the ability of the Company and its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of certain of its subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications.

In addition, the Term Loan Credit Agreement requires the Company, beginning with the last day of the first full fiscal quarter following the initial funding of loans under the Term Loan Credit Agreement, to maintain a consolidated leverage ratio less than or equal to a specified maximum consolidated leverage ratio. Concurrently with the effectiveness of the Term Loan Credit Agreement, GXO reduced the commitments under the previously announced Bridge Term Loan Credit Agreement, dated as of February 29, 2024, among GXO, the lenders and other parties from time to time party thereto and Bank of America, N.A., as administrative agent, by the aggregate amount of commitments under the Term Loan Credit Agreement. Many of the lenders under the Term Loan Credit Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

Revolving Credit Agreement On March 29, 2024, the Company entered into a Credit Agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as administrative agent and an issuing lender (the Revolving Credit Agreement"). The Revolving Credit Agreement is a five-year unsecured, multicurrency revolving facility. Initially, the aggregate commitment of all lenders under the Revolving Credit Agreement will be equal to $800 million, of which $100 million will be available for the issuance of letters of credit.

The Revolving Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the Company and its subsidiaries to incur liens, limit the ability of the company to make certain fundamental changes and limit the ability of certain of its subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. In addition, the Revolving Credit Agreement requires the Company, beginning with the last day of the first full fiscal quarter following the effective date of the Revolving Credit Agreement, to maintain a consolidated leverage ratio less than or equal to a specified maximum consolidated leverage ratio.