On April 11, 2024, RXO, Inc. (Company) entered into Amendment No. 2 to the Revolving Credit Agreement (Amendment), with the lenders party thereto and Citibank, N.A., as administrative agent, which Amendment amends the Revolving Credit Agreement, dated as of October 18, 2022, among the Company, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto and Citibank, N.A., as administrative agent (Revolver). The Amendment increases the consolidated leverage ratio financial covenant level applicable under the Revolver from the fiscal quarter ending June 30, 2024 through the fiscal quarter ending March 31, 2025 (Covenant Relief Period), as follows: (i) to 4.25:1.00 for the fiscal quarters ending June 30, 2024 and September 30, 2024; (ii) to 4.00:1.00 for the fiscal quarter ending December 31, 2024; (iii) to 3.75:1.00 for the fiscal quarter ending March 31, 2025; and (iv) returns to 3.50:1.00 beginning with the fiscal quarter ending June 30, 2025.

In addition, during the Covenant Relief Period, the Company and its subsidiaries are subject to restrictions with respect to paying dividends or other distributions on equity interests, share repurchases, and other restricted payments, as well as certain material acquisitions, in each case subject to certain exceptions. The Amendment also permits the Company to elect to terminate the Covenant Relief Period and the restrictions thereunder if the consolidated leverage ratio financial covenant level applicable under the Revolver as of any fiscal quarter end is not greater than 3.50:1.00.