MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York10036

Exhibit 10.1

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, New York 10036

CONFIDENTIAL

September 9, 2015

XPO Logistics, Inc.

Five Greenwich Office Park

Greenwich, Connecticut 06731

Attention: John Hardig, Chief Financial Officer

PROJECT CANADA

$2.025 billion Senior Secured Bridge Facility

$415 million Backstop ABL Revolving Credit Facility

Commitment Letter

Ladies and Gentlemen:

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 further advised us that, in connection therewith, you will (a) (i) seek to issue senior notes (the “Notes”) and/or issue equity or equity linked securities (the “Equity Interests”) and/or incur term loans (the “Term Loans” and, together with the Equity Interests and the Notes, the “Permanent Financing”) generating aggregate proceeds of $2,025,000,000 and/or (ii) if any or all of the Permanent Financing is not issued, or the proceeds thereof not made available to you, borrow up to $2,025,000,000 in aggregate principal amount of senior secured loans under the senior secured credit facility (the “Bridge Facility”) described in the Term Sheet and (b)(i) seek the amendment described on Exhibit C (the “Amendment”) to the Amended and Restated Revolving Loan Credit Agreement dated as of April 1, 2014 (as amended prior to the date hereof, the “Revolving Credit Facility”) by and between you, certain of your subsidiaries party thereto, MSSF, as administrative agent, and the other agents and parties thereto or (ii) if the Amendment does not become effective on or prior to the Closing Date, obtain $415 million in aggregate principal amount of revolving commitments under a new senior secured asset based revolving credit facility (the “Backstop Revolving Credit Facility” and, together with the Bridge Facility, the “Facilities”) on terms substantially the same as those of the Revolving Credit Facility as if the Amendment had become effective (subject to the roles described in respect thereof in Section 2 hereof). The “Closing Date” shall be the date on which the Offer is consummated.

In connection with the foregoing, MSSF is pleased to advise you of its commitment to provide the entire principal amount of the Facilities, upon the terms set forth or referred to in this commitment letter (including the Term Sheet and other attachments hereto, this “Commitment Letter”) and subject only to the conditions described in paragraph 6 of this Commitment Letter. In addition, in connection with the Transactions, MSSF hereby agrees, (i) to provide its consent to the Amendment, pursuant to documentation

consistent with Exhibit C and otherwise reasonably satisfactory to the parties thereto and customary for amendments of this nature (and you shall in no way be required to make any payment or make any concession or pay any other consideration to MSSF in order to obtain the Amendment except as may be expressly set forth herein or in the Fee Letters) and (ii) prior to the earlier of the termination of the commitments hereunder and the effectiveness of the Amendment, not to assign any of its loans or commitments under the Revolving Credit Facility without the prior written consent, in its sole discretion, of you.

You hereby appoint (a) MSSF to act, and MSSF hereby agrees to act, as sole bookrunner and sole lead arranger for each of the Facilities and (b) MSSF to act, and MSSF hereby agrees to act, as sole administrative agent for each of the Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. MSSF, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letters referred to below) will be paid in connection with the Facilities unless you and we shall so agree. Notwithstanding the foregoing, you may appoint up to ten additional lead arrangers or bookrunners in respect of the Facilities within 10 business days after the date of your acceptance of this letter; provided that (i) such additional lead arrangers or bookrunners shall be entitled to not more than 65% of the economics with respect to the Facilities (with the economics allocated to MSSF reduced by an amount equal to the economics granted to such additional lead arrangers or bookrunners) and no additional lead arranger or bookrunner shall be entitled to economics greater than the economics payable to MSSF, (ii) such additional lead arrangers or bookrunners shall have assumed commitments hereunder at least commensurate with its percentage of the economics, and the commitments of MSSF hereunder shall be reduced by the amount so assumed, and (iii) MSSF shall have “lead left” placement in any and all marketing materials in connection with the Facilities and shall have the role and responsibilities conventionally associated with such “lead left” placement, including maintaining sole physical books.

MSSF reserves the right, prior to and/or after the execution of definitive documentation for the Bridge Facility, to syndicate all or a portion of MSSF’s commitment with respect to the Facilities to a group of banks, financial institutions and other institutional lenders (together with MSSF, the “Lenders”) identified by us in consultation with you and subject to your consent (not to be unreasonably withheld or delayed) (excluding institutions identified by you in writing to us prior to the date hereof (the “Disqualified Institutions”)). We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to actively assist us until the earlier of the date on which a Successful Syndication (as defined in the Facility Fee Letter) occurs and the date that is 60 days following the Closing Date (such earlier date, the “Syndication Date”) in our efforts to complete a Successful Syndication. Such assistance shall include (a) from the date hereof to the Syndication Date, your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your and your affiliates’ existing lending and investment banking relationships and (subject always to the extent consistent with the Acquisition Agreement) the existing lending and investment banking relationships of the Company, (b) from the date hereof to the Syndication Date, direct contact between senior management, representatives and advisors of you (and, subject always to the extent consistent with the Acquisition Agreement, your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Company) and the proposed Lenders, (c) assistance by you (and, subject always to the extent consistent with the Acquisition Agreement, your using commercially reasonable efforts to cause the Company to assist) in the preparation of a Confidential Information Memorandum for the Bridge Facility and other marketing materials and presentations to be used in connection with the syndication (the

2

“Information Materials”), (d) your providing or causing to be provided projections of you and your subsidiaries for the years 2015 through 2021 and for the six quarters beginning with the third quarter of 2015, in each case in form reasonably satisfactory to MSSF, (e) to the extent that any loans or commitments remain outstanding under the Bridge Facility as of the date that is 30 days after the Closing Date, upon the request of MSSF, your using your commercially reasonable efforts to procure a public corporate credit rating from Standard & Poor’s Ratings Service (“S&P”) and a public corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”), in each case with respect to you, and public ratings for each of the Bridge Facility from each of S&P and Moody’s, (f) the hosting, with MSSF, of one or more meetings of prospective Lenders, and (g) from the date hereof to the Syndication Date, your ensuring (or, in the case of the Company and its subsidiaries, subject always to the extent consistent with the Acquisition Agreement, your using commercially reasonable efforts to ensure), prior to and during the syndication of the Bridge Facility, that there are not any issues of debt securities or commercial bank or other credit facilities of you, the Company or your or its respective subsidiaries being announced, offered, placed or arranged (other than (i) the Notes, (ii) capital leases, (iii) working capital or liquidity facilities, (iv) letters of credit or letter of credit facilities, (v) the Amendment to the Revolving Credit Facility, (vi) the Backstop Revolving Credit Facility, (vii) indebtedness permitted to be incurred pursuant to the terms of the Acquisition Agreement, (viii) the Term Loans and (ix) other indebtedness to be agreed) if such announcement, offering, placement or arrangement would, in the reasonable judgment of MSSF, be expected to materially impair the primary syndication of the Bridge Facility (it being understood in each case that none of ordinary course capital lease, purchase money or equipment financings would reasonably be expected to materially impair the primary syndication of the Bridge Facility).

You agree, at the request of MSSF, to assist in the preparation of a version of the Information Materials to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (a) publicly available or (b) not material with respect to you, the Company or your or its respective subsidiaries or any of your or their respective securities for purposes of foreign, United States Federal and state securities laws (all such Information Materials being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. Before distribution of any Information Materials, you agree to execute and deliver or cause to be executed and delivered to MSSF, (i) a letter in which you authorize distribution of the Information Materials to Lenders’ employees willing to receive Private Lender Information and (ii) a separate letter in which you or the Company authorize distribution of Information Materials containing solely Public Lender Information and represent that such Information Materials do not contain any Private Lender Information, which letter shall in each case include a customary “10b-5” representation. You further agree that each document to be disseminated by MSSF to any Lender in connection with the Facilities and will, at the request of MSSF, be identified by you as either (A) containing Private Lender Information or (B) containing solely Public Lender Information. You acknowledge that the following documents contain solely Public Lender Information (unless you notify us promptly prior to their intended distribution that any such document contains Private Lender Information): (1) drafts and final definitive documentation with respect to the Facilities, including term sheets; (2) administrative materials prepared by MSSF for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (3) notification of changes in the terms of the Facilities.

MSSF will manage all aspects of any syndication of the Facilities in consultation with you, including decisions as to the selection of institutions (other than Disqualified Institutions) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders. To assist MSSF in its syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Company promptly to provide) to MSSF all information with respect to you, the Company and your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (the

3

“Projections”), as MSSF may reasonably request and as is customarily required in connection with the syndication of facilities similar to the Bridge Facility (it being understood that in no event shall you be required to deliver Projections other than the projections described in clause (d) of the second sentence of the first paragraph of this Section 3).

In addition, you hereby agree to use commercially reasonable efforts to obtain, as soon as reasonably practicable given the circumstances following the date hereof, consents to the Amendment from the requisite Lenders under the Revolving Credit Agreement (it being understood that you shall not be required to make any payment or pay any consideration to us or any lender under the Revolving Credit Agreement in order to obtain the Amendment, except, in our case, as may be expressly set forth herein or in the Fee Letters).

You hereby represent and covenant (with respect to information relating to the Company and its subsidiaries, to the best of your knowledge) that (a) all written information or information that you formally present with respect to you, the Company and your and its subsidiaries, other than the Projections, forward looking information and information of a general economic or industry nature (the “Information”) that has been or will be made available to MSSF by or on behalf of you or any of your representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, taken as a whole, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made and (b) the Projections and other forward looking information that have been or will be made available to MSSF by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon accounting principles consistent with the historical audited financial statements of you and the Company (except as otherwise disclosed in writing in such Projections) and upon assumptions that are reasonable at the time made and at the time the related Projections are made available to MSSF, it being recognized by MSSF that such Projections are not to be viewed as facts or as a guarantee of performance or achievement of any particular results, that the Projections are subject to significant uncertainties and contingencies many of which are beyond your control, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the later of (i) the Closing Date and (ii) the completion of a Successful Syndication of the Facilities, any of the representations in the preceding sentence would be incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct under those circumstances (with respect to information relating to the Company and its subsidiaries, to the best of your knowledge). In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

As consideration for MSSF’s commitment hereunder, and our agreements to perform the services described herein, you agree to pay to MSSF the fees set forth in this Commitment Letter, the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Facility Fee Letter”) and the Agent Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Agent Fee Letter” and, together with the Facility Fee Letter, the “Fee Letters”).

4

MSSF’s commitment hereunder, and our agreements to perform the services described herein, are subject only to (a) (x) with respect to the Backstop Revolving Credit Agreement and the Amendment, the execution and delivery of definitive documentation with respect thereto on the terms set forth in this Commitment Letter and the Fee Letter and (y) with respect to the Bridge Facility, the execution and delivery of definitive documentation with respect to the Bridge Facility on the terms set forth in this Commitment Letter and the Fee Letters, (b) since the date hereof until the Acceptance Time (as defined in the Acquisition Agreement on the date hereof), there has not occurred any Effect (as defined in the Acquisition Agreement on the date hereof) that has had or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below) and (c) the other conditions set forth in Exhibit A and Exhibit B hereto, as applicable. Notwithstanding anything in this Commitment Letter (including each of the exhibits hereto), the Fee Letters or the definitive documentation or any other agreement or undertaking related to the Bridge Facility to the contrary, (i) the only representations the accuracy of which shall be a condition to funding of the Bridge Facility shall be (x) such of the representations made by or on behalf of the Company and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate (or not perform) your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below) and (ii) the terms of the definitive documentation for the Bridge Facility shall be in a form such that they do not impair the availability of the Bridge Facility if the applicable conditions set forth in clauses (a) – (c) of this Section 6 are satisfied (it being understood that, to the extent any Collateral (other than assets of the Borrower and Guarantors with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code and the delivery of stock certificates of each Guarantor and each material wholly owned domestic restricted subsidiary (other than any Guarantor or subsidiary which is a subsidiary of the Company), to the extent not delivered to and held by the Agent under the Revolving Credit Facility or the Backstop Revolving Credit Facility, is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability of the Bridge Facility on the Closing Date, but shall be required to be provided and/or perfected within 90 days after the Closing Date (subject to extensions as agreed by the Agent in its reasonable discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Term Sheet relating to corporate existence, power and authority, due authorization, execution and delivery, in each case as they relate to the entering into and performance of the definitive documentation for the Bridge Facility, the enforceability of such documentation, Federal Reserve margin regulations, the PATRIOT Act, OFAC, the Foreign Corrupt Practices Act, the Investment Company Act, no conflicts between the definitive documentation for the Bridge Facility, on one hand, and the organization documents of the Loan Parties and instruments governing the terms of debt for borrowed money of the Borrower in an aggregate principal or committed amount in excess of $100,000,000, on the other hand, solvency of the Borrower and the Borrower’s subsidiaries on a consolidated basis (which representation shall be consistent with that contained in the solvency certificate attached hereto as Exhibit C) and, subject to the prior sentence, creation and perfection of liens. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions.”

“Company Material Adverse Effect” means any event, change, effect, development, circumstance, state of facts, condition or occurrence (each, an “Effect”) that, when considered individually or in the aggregate with all other Effects, is or would reasonably be expected to have a material adverse effect on (x) the ability of the Company to timely perform its obligations under, and consummate the transactions contemplated by, the Acquisition Agreement (for purposes of this definition, together with the Offer and the Merger (for purposes of this definition, as each such term is defined in the Acquisition Agreement as in

5

effect on the date hereof), the “Transactions” provided that, the Transactions, for purposes of the Company’s representations and warranties contained in the Acquisition Agreement, shall not include the Financing (for purposes of this definition, as defined in the Acquisition Agreement as in effect on the date hereof)) or (y) the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries (for purposes of this definition, as defined in the Acquisition Agreement as in effect on the date hereof), taken as a whole; provided that no change or development resulting from or arising out of any of the following, alone or in combination, shall be deemed to constitute or be taken into account in determining whether there has been a Company Material Adverse Effect under clause (y):

6

You agree (a) to indemnify and hold harmless MSSF and its officers, directors, employees, agents, advisors, representatives, controlling persons, members and successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by you, the Company or any of your or their respective affiliates or equity holders), and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing or entering into or enforcing the Commitment Letter or the Fee Letters; provided that (i) the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent (A) they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (X) the willful misconduct or gross negligence of such Indemnified Person or such Indemnified Person’s officers, directors, employees, agents, advisors, representatives, controlling persons or successors or assignees (any such person, a “Related Person”) or (Y) a material breach by such Indemnified Person of its express obligations under this Commitment Letter or (B) arising from or in connection with disputes solely among or between Indemnified Persons (other than actions against MSSF in its capacity as agent or arranger or similar capacity in connection with the Facilities) not relating to any acts or omissions by you or any of your affiliates or your or its Related Persons or (C) any settlement entered into by such Indemnified Person (or any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense or if there is a final judgment against an Indemnified Person in such action and (ii) your obligation to reimburse the Indemnified Persons for legal expenses shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Persons (and, if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest of which you are notified in writing, of one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) to the affected Indemnified Persons and (b) to reimburse MSSF for all reasonable and documented out-of-pocket expenses (including, but not limited to, expenses of MSSF’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and fees, and disbursements and other charges of outside counsel (limited to one counsel and, if reasonably necessary, one regulatory counsel and one local counsel in any relevant jurisdiction)), incurred in connection with the Facilities and the preparation and negotiation of this Commitment Letter, the Fee Letters, the definitive documentation for the Facilities and any ancillary documents in connection therewith. You agree that, notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors or any other person arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as

7

opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. You will not be responsible to us or any other Indemnified Person or any other person or entity for any special, indirect, consequential or punitive, damages which may be alleged as a result of this Commitment Letter, the Fee Letters or the Transactions; provided, that your indemnity and reimbursement obligations under this Section 7 shall not be limited by this sentence.

You acknowledge that MSSF may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. Consistent with MSSF’s policy to hold in confidence the affairs of its customers, MSSF will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and MSSF is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether MSSF has advised or is advising you on other matters, (b) MSSF, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of MSSF, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that MSSF is engaged in a broad range of transactions that may involve interests that differ from your interests and that MSSF has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against MSSF for breach of fiduciary duty or alleged breach of fiduciary duty and agree that MSSF shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equity holders, employees or creditors. Additionally, you acknowledge and agree that MSSF is not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby). You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and MSSF shall have no responsibility or liability to you with respect thereto. Any review by MSSF of you, the Company, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of MSSF and shall not be on behalf of you or any of your affiliates.

You further acknowledge that MSSF is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, MSSF may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Company and other companies with which you or the Company may have commercial or other relationships. With respect to any securities and/or financial instruments so held by MSSF or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

8

This Commitment Letter shall not be assignable by you without the prior written consent of MSSF (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). MSSF may assign its commitment hereunder with your prior consent (not to be unreasonably withheld or delayed) to one or more prospective Lenders; provided that MSSF shall not be released from the portion of its commitment hereunder so assigned prior to the funding of the Bridge Facility (except as contemplated by Section 2 above). Any and all obligations of, and services to be provided by, MSSF hereunder (including, without limitation, MSSF’s commitment) may be performed and any and all rights of MSSF hereunder may be exercised by or through any of its affiliates or branches and, in connection with such performance or exercise, MSSF may exchange with such affiliates or branches information concerning you and your affiliates that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to MSSF hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by MSSF and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the Internet, e-mail or similar electronic transmission systems, and that MSSF shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner except to the extent that such damages are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of MSSF or any of its Related Persons (it being understood that actions consistent with industry practice in the leveraged lending market shall not constitute gross negligence or willful misconduct of MSSF or any of its Related Persons). Notwithstanding anything in Section 12 to the contrary, MSSF may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as it may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise describing the names of you and your affiliates (or any of them), and the amount, type and closing date of such Transactions, all at MSSF’s expense. This Commitment Letter and the Fee Letters supersede all prior understandings, whether written or oral, between us with respect to the Facilities. THIS COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN IN DETERMINING (A) WHETHER THE ACQUISITION SHALL HAVE BEEN CONSUMMATED ON THE TERMS DESCRIBED IN THE ACQUISITION AGREEMENT (B) THE INTERPRETATION OF COMPANY MATERIAL ADVERSE EFFECT AND WHETHER AN COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND (C) THE ACCURACY OF ANY ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF A BREACH THEREOF YOU (OR ANY OF YOUR SUBSIDIARIES) HAVE THE RIGHT TO TERMINATE YOUR (OR ITS) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT, OR TO DECLINE TO CONSUMMATE THE ACQUISITION PURSUANT TO THE ACQUISITION AGREEMENT.

9

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such suit, action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, ANY FEE LETTERS OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letters nor any of their terms or substance, nor the activities of MSSF pursuant hereto, shall be disclosed, directly or indirectly, to any other person except (a) to your and your affiliates’ officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof prior to such disclosure, to the extent reasonably practicable and permitted by law); provided that you may disclose (i) this Commitment Letter and the contents hereof and, solely in the case of clause (a) and only if redacted in a manner reasonably satisfactory to MSSF, the Fee Letters to (a) the Company and its Representatives (as defined in the Acquisition Agreement), in each case on a confidential and need-to-know basis, (b) in any public or regulatory filing relating to the Transactions or any financing undertaken by you or your affiliates after the date hereof, to the extent customary or required, (c) in any syndication or other marketing materials in connection with the Facilities and (d) any ratings agency on a confidential basis and (e) in connection with the exercise of remedies hereunder or in any suit, action or proceeding relating to this Commitment Letter, the Fee Letters or the transactions contemplated thereby or enforcement hereof and thereof, and (ii) the aggregate amounts contained in the Fee Letters as part of the projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for any securities to be issued by you or any of your affiliates or to the extent customary or required in any public or regulatory filing relating to the Transactions; provided that the foregoing restrictions shall cease to apply to the extent such information becomes publicly available other than by reason of disclosure in violation of this paragraph.

10

MSSF hereby agrees to treat as confidential all confidential information provided to it by or on behalf of you hereunder; provided that nothing herein shall prevent MSSF from disclosing such information (a) to MSSF’s and its affiliates’ officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) as required by applicable law or compulsory legal process (in which case MSSF agrees to inform you promptly thereof prior to such disclosure, to the extent reasonably practicable and permitted by law), (c) to any ratings agency on a confidential basis, (d) as requested by any state, federal or foreign authority or examiner regulating banks and banking, (e) in connection with the exercise of remedies hereunder or in any suit, action or proceeding relating to this Commitment Letter, the Fee Letters or the transactions contemplated thereby or enforcement hereof and thereof, (f) to actual or potential assignees, participants or derivative investors in the Facilities who agree to be bound by the terms of this paragraph or substantially similar confidentiality provisions, (g) to the extent permitted by Section 9 or (h) for purposes of establishing a “due diligence” defense; provided that the foregoing restrictions shall cease to apply to the extent such information becomes publicly available other than by reason of disclosure in violation of this paragraph. The provisions of this paragraph shall automatically terminate upon the execution and delivery of definitive documentation relating to each Facility or, in any event, two years following the date of this Commitment Letter.

You acknowledge that MSSF and Morgan Stanley Bank, N.A., an affiliate of MSSF, currently are acting as lenders, and MSSF is currently acting as administrative agent and collateral agent, under the Revolving Credit Facility, and your and your affiliates’ rights and obligations under any other agreement with either MSSF or Morgan Stanley Bank, N.A. or any of their respective affiliates (including the Revolving Credit Facility) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this letter agreement, and none of such rights and obligations under such other agreements shall be affected by MSSF’s performance or lack of performance of services hereunder. You further acknowledge that one or more of MSSF’s affiliates has been retained as buy-side M&A advisor (in such capacity, the “M&A Advisor”) in connection with the Transactions. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from such engagement.

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letters and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letters is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions. It is agreed and understood that, except to the extent relevant to the tax treatment or tax structure of such transactions, the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter shall not be disclosed without the consent of such party (such consent not to be unreasonably withheld).

The compensation, reimbursement, indemnification, confidentiality, syndication, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letters and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and (other than in the case of the syndication provisions) notwithstanding the termination of this Commitment Letter or MSSF’s commitment hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter, other than those relating to confidentiality, compensation and to the syndication of the Facilities

11

(which shall remain in full force and effect), shall, to the extent covered by the definitive documentation relating to the Facilities, automatically terminate and be superseded by the applicable provisions contained in such definitive documentation.

MSSF hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), MSSF and each Lender is required to obtain, verify and record information that identifies you and each guarantor, which information includes the name, address, tax identification number and other information regarding you and each Guarantor that will allow MSSF or such Lender to identify you and each Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to MSSF and each Lender. You hereby acknowledge and agree that MSSF shall be permitted to share any or all such information with the Lenders.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letters by returning to us executed counterparts hereof and of the Fee Letters not later than 11:59 p.m., New York City time, on September 9, 2015. MSSF’s offer hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that MSSF has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on MSSF only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 15. In the event that (a) the Closing Date does not occur on or before the date that is six (6) months and one business day from the date hereof, or nine (9) months and one business day after the date hereof in the event that the “Outside Date” (as defined in the Acquisition Agreement on the date hereof) has been extended in accordance with Section 6.2(a) of the Acquisition Agreement, (b) the Acquisition Agreement is terminated in accordance with its terms without the Acquisition having been consummated, or (c) you publicly announce your intention not to proceed with the Acquisition, then this Commitment Letter and MSSF’s commitment hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless MSSF shall, in its discretion, agree to an extension. In addition, the commitments hereunder with respect to the Backstop Revolving Credit Facility shall terminate upon the effectiveness of the Amendment.

[Remainder of this page intentionally left blank]

12

MSSF is pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

[Project Canada - Signature Page to Commitment Letter]

[Project Canada - Signature Page to Commitment Letter]

PROJECT CANADA

$2.025 billion Senior Secured Bridge Facility

Summary of Principal Terms and Conditions

Bridge Facility Term Sheet

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

A-10

Annex I

Interest and Certain Fees

A-I-1

A-I-2

Exhibit B

PROJECT CANADA

$2.025 billion Senior Secured Bridge Facility

Summary of Additional Conditions Precedent¹

The initial borrowings under the Bridge Facility and the effectiveness of the Revolving Backstop Credit Facility shall be subject to the following additional conditions precedent:

B-1

B-2

Exhibit C

PROJECT CANADA

Amendment to Existing ABL Revolving Credit Facility

The Revolving Credit Facility will be amended to:

Davis, Polk & Wardwell LLP shall act as sole lead counsel to MSSF and the administrative agent in connection with the Amendment.

Exhibit D

PROJECT CANADA

FORM OF SOLVENCY CERTIFICATE

[DATE]

I am the duly qualified and acting Chief Financial Officer of XPO Logistics, Inc. (the “Borrower”) and in such capacity, I believe as of the date hereof that:

As of the date hereof, immediately after the consummation of the Acquisition and related Transactions, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.