Amended Tender Offer Statement by Third Party (sc To-t/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

CON-WAY INC.

(Name of Subject Company)

CANADA MERGER CORP.

(Offeror)

XPO LOGISTICS, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.625 PAR VALUE

(Title of Class of Securities)

205944101

(Cusip Number of Class of Securities)

Gordon E. Devens

Senior Vice President, General Counsel and Secretary

XPO Logistics, Inc.

Five Greenwich Office Park

Greenwich, CT 06831

(855) 976-4636

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Adam O. Emmerich, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

CALCULATION OF FILING FEE



Transaction Valuation*		Amount of Filing Fee**
$2,765,579,896.80		$321,360.38

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 56,866,820 shares of common stock, par value $0.625 per share (the “Shares”), of Con-way Inc. (“Con-way”) outstanding multiplied by the offer price of $47.60 per share, (ii) 1,233,598 Shares subject to outstanding restricted stock unit award and performance share plan units, which reflects the maximum number of restricted stock unit awards and performance share plan units that may be outstanding at the time the offer is completed, multiplied by the offer price of $47.60 per share. The calculation of the filing fee is based on information provided by Con-way as of September 3, 2015.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the Transaction Valuation by 0.0001162. ¨

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $321,360.38		Filing Party: XPO Logistics, Inc. and Canada Merger Corp.
Form or Registration No.: Schedule TO (File No. 005-14440)		Date Filed: September 15, 2015

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Third-party tender offer subject to Rule 14d-1.

Issuer tender offer subject to Rule 13e-4.

Going-private transaction subject to Rule 13e-3.

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 15, 2015 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Canada Merger Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of XPO Logistics, Inc., a Delaware corporation (“XPO” or “Parent”), for all of the outstanding shares of common stock, par value $0.625 per share (“Shares”), of Con-way Inc., a Delaware corporation (“Con-way”), at a price of $47.60 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated September 15, 2015 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

This Amendment is being filed to amend and supplement Items 5, 7, 11 and 12 as reflected below.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

Item 5 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 11 — “The Merger Agreement; Other Agreements” of the Offer to Purchase is hereby amended and supplemented to add the following paragraphs:

Confidentiality Agreement

XPO and Con-way entered into a confidentiality agreement, dated July 28, 2015 (as amended or supplemented from time to time, the “Confidentiality Agreement”). Under the terms of the Confidentiality Agreement, each party agreed to keep confidential, subject to certain exceptions provided for in the Confidentiality Agreement, information furnished directly or indirectly by the disclosing party or any of its affiliates or representatives to the receiving party or any of its affiliates or representatives and to use such information solely for the purpose of evaluating, negotiating, advising or financing with respect to, or consummating, a possible transaction between XPO and Con-way. Each party has agreed, subject to certain exceptions, that it and its representatives would not, for a period of one year from the date of the Confidentiality Agreement, directly or indirectly, solicit the services of, whether as an employee, consultant or otherwise, any officer or other director-level employee of the other party or any of its affiliates with whom such party first comes into contact with or learns of through its consideration of a possible transaction between XPO and Con-way. XPO also agreed to standstill provisions that prohibit XPO and its representatives from taking certain actions involving or with respect to Con-way for a period ending on the eighteen-month anniversary of the date of the Confidentiality Agreement, subject to certain exceptions.

The foregoing summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(2) hereto and is incorporated herein by reference.

Item 7.

Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 9 — “Source and Amount of Funds” of the Offer to Purchase is hereby amended and supplemented to add the paragraph as a new penultimate paragraph under such heading:

On September 25, 2015, XPO amended and restated the Debt Commitment Letter to add five additional financial institutions as Debt Financing Sources.

Item 11.

Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented to add the paragraph set forth below and by deleting the second and third paragraph under “Compliance with the HSR Act”.

On September 17, 2015, XPO filed a Premerger Notification and Report Form under the HSR Act, and, on September 25, 2015, the FTC informed XPO that the mandatory waiting period under the HSR Act relating to its purchase of Shares in the Offer had been terminated. Accordingly, the portion of the Antitrust Condition relating to compliance with the HSR Act has been satisfied. The Offer continues to be subject to the other conditions set forth in Section 15 — “Conditions of the Offer” of the Offer to Purchase.

Item 12.

Exhibits.

Regulation M-A Item 1016


Exhibit No.		Description

(a)(1)(J)		Form of Notice to Participant and Beneficiaries in the Con-way Plans.

(a)(1)(K)		Form of Trustee Instruction Form for Conway Plans.

(a)(1)(L)		Form of Follow-up Notice to Participant and Beneficiaries in the Con-way Plans.

(b)(1)		Amended and Restated Debt Commitment Letter, dated as of September 25, 2015, among Morgan Stanley Senior Funding, Inc. and the other Commitment Parties named therein and XPO Logistics, Inc.

(d)(2)		Confidentiality Agreement, dated as of July 28, 2015, by and between XPO Logistics, Inc. and Con-way Inc.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 28, 2015


CANADA MERGER CORP.

By:		/s/ Gordon E. Devens
Name:		Gordon E. Devens
Title:		Vice President, Secretary and Treasurer


XPO LOGISTICS, INC.

By:		/s/ Gordon E. Devens
Name:		Gordon E. Devens
Title:		Senior Vice President; General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(J)		Form of Notice to Participant and Beneficiaries in the Con-way Plans.

(a)(1)(K)		Form of Trustee Instruction Form for Conway Plans.

(a)(1)(L)		Form of Follow-up Notice to Participant and Beneficiaries in the Con-way Plans.

(b)(1)		Amended and Restated Debt Commitment Letter, dated as of September 25, 2015, among Morgan Stanley Senior Funding, Inc. and the other Commitment Parties named therein and XPO Logistics, Inc.

(d)(2)		Confidentiality Agreement, dated as of July 28, 2015, by and between XPO Logistics, Inc. and Con-way Inc.

Exhibit (A)(1)(J)

FORM OF

NOTICE TO PARTICIPANTS AND BENEFICIARIES IN THE

CON-WAY [PLAN]

Date: September 22, 2015

The Tender Offer

As you may know, Canada Merger Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of XPO Logistics, Inc., a Delaware corporation (“Parent”), has offered to purchase each of the issued and outstanding shares of common stock, $0.625 par value per share (the “Shares”), of Con-way Inc., a Delaware corporation (“Con-way”), for $47.60 net in cash, less any applicable withholding for taxes and without interest (the “TO Consideration”), upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated September 15, 2015 (as may be amended or supplemented from time to time, the “Offer”).

Following your receipt of this notice, you also will be furnished with the Offer and Con-way’s Solicitation / Recommendation Statement on Schedule 14D-9 which is anticipated to set forth, among other things, the recommendation by Con-way’s board of directors that Con-way shareholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. You may also access the Offer by visiting the Company’s SEC filings from the U.S. Securities and Exchange Commission’s website at www.sec.gov. You should review the Offer and Con- way’s Solicitation/Recommendation Statement on Schedule 14D-9 when considering whether to tender the Shares allocated to your Plan account.

What Action is Required?

The Offer is being made for all outstanding Shares, including any Shares credited to your account under the Con-way [Plan] (the “Plan”) as of 12:01 a.m., Eastern Time, October 14, 2015. As a participant (or beneficiary) in the Plan, if a portion of your account is invested in Con-way common stock (the “Company Stock Fund”), you may provide instructions to T. Rowe Price Trust Company, the directed trustee of the Plan (the “Directed Trustee”), to tender all or none of the Shares allocated to your Plan account as of as of 12:01 a.m., Eastern Time, October 14, 2015. To determine the number of Shares in your Plan account, contact the Plan’s recordkeeper T. Rowe Price Retirement Plan Services, Inc. (“T. Rowe Price”) by phone at (800) 922-9945 or login to your Plan account by using the T. Rowe Price Web site at www.rps.troweprice.com. T. Rowe Price representatives are available on business days between 7:00 a.m. and 10:00 p.m. Eastern Time.

By instructing the Directed Trustee to “tender” the Shares allocated to your Plan account as of 12:01 a.m., Eastern Time, October 14, 2015, you are instructing the Directed Trustee to surrender those Shares in the Offer in exchange for the applicable TO Consideration. When deciding whether or not to tender the Shares credited to you under the Plan, you, not the Directed Trustee or the Con-way Inc. Administrative Committee (the “Committee”), will be responsible for the decision.

Important: If you instruct the Directed Trustee to tender the Shares allocated to your Plan account, your instruction will apply to ALL of the Shares credited to you under the Plan. It is not possible to tender only a portion of the Shares allocated to your Plan account. If you do not wish to transfer all of the Shares allocated to your Plan account, then your only alternative is to not tender any of the Shares allocated to your Plan account.

If you do not wish to tender all of the Shares allocated to your account under the Plan in the Offer, no action is required of you.

If you would like to tender all of the Shares allocated to your account under the Plan as of 12:01 a.m., Eastern Time, October 14, 2015 in the Offer, you must submit your instructions to the Directed Trustee through Computershare Trust Company, N.A. (the “Independent Plan Tabulator”), no later than 5:00 p.m. Eastern Time, on Friday, October 9, 2015, unless extended as provided below (the “Plan Deadline”). You may submit your instructions:

•

By Fax. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator via fax: (617) 360-6810.

•

By Overnight Courier. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator by overnight courier to

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

250 Royall Street

Suite V

Canton, MA 02021

•

By Regular Mail. Promptly complete, date and sign the enclosed Trustee Instruction Form and return it to the Independent Plan Tabulator in the enclosed postage-prepaid envelope to

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

If you have instructed the Directed Trustee to tender all of the Shares credited to your account as of 12:01 a.m., Eastern Time, on Wednesday October 14, 2015 under the Plan, you may withdraw or change this instruction by submitting a new instruction, which will have the effect of revoking your prior instruction. No matter how many instructions you submit; only your last instruction received by the Independent Plan Tabulator prior to the Plan Deadline will count for tabulation purposes. All new instructions must be received by the Independent Plan Tabulator on or before the Plan Deadline. IF YOU DO NOT SUBMIT COMPLETE TENDER INSTRUCTIONS TO THE INDEPENDENT PLAN TABULATOR BEFORE THE PLAN DEADLINE, THE DIRECTED TRUSTEE WILL TREAT THIS AS AN INSTRUCTION NOT TO TENDER.

In the event that the Purchaser extends the expiration date of the Offer (currently 12:01 a.m., Eastern Time, Wednesday, October 14, 2015), the Plan Deadline will automatically be extended to 5:00 p.m. Eastern Time on the date that is three (3) business days prior to the new expiration date. Any extensions of the expiration date of the Offer will be publicly announced by the Purchaser and Parent.

IMPORTANT NOTE ABOUT COMPANY STOCK FUND BLACKOUT PERIOD

FOR PARTICIPANTS TENDERING SHARES

Participants and beneficiaries who elect to tender their Shares in the Offer will be unable to make investments or other transfers in or out of, or to request loans or distributions relating to interests in, the Company Stock Fund during the period from the Plan Deadline to the date that the Plan receives and allocates the TO Consideration to Plan accounts (the “Blackout Period”). The Blackout Period may be terminated in the event the expiration date of the Offer is extended for more than two (2) business days. In such case, a new Blackout Period will be imposed from the new Plan Deadline to the date that the Plan receives and allocates the TO Consideration to Plan accounts.

The Blackout Period is necessary to allow the Directed Trustee time to respond to the Offer on behalf of participants and beneficiaries who elect to tender their Shares in the Offer and to allow for the delivery of the TO Consideration.

should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to instruct the sale of such stocks from your account during the Blackout Period.

You can determine whether the expiration date of the Offer has been extended and whether the Blackout Period has started or ended by contacting T. Rowe Price at (800) 922-9945 during business days between 7:00 a.m. and 10:00 p.m., Eastern Time.

Federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of the blackout period on your retirement and financial plans. However, given that the expiration date of the Offer was not established until September 15, 2015, less than 30 days in advance of the October 14, 2015 Offer expiration date, this notice could not be provided 30 days in advance.

You will receive an updated Blackout Period notice if either the beginning or the end of the Blackout Period is extended.

Enclosed For Your Review

Enclosed for your review are the following materials relating to the Offer:

Trustee Instruction Form; and

Return reply envelope.

Proceeds from Tender

If you tender your Shares, and if the conditions of the Offer are satisfied, the Directed Trustee will allocate the applicable TO Consideration received in connection with the Offer to your Plan account.

Your Decision is Confidential

All instructions received by the Independent Plan Tabulator from individual participants and beneficiaries will be held in confidence and will not be divulged to any person, including Con-way, the Committee, the Purchaser or Parent, or any of their respective directors, officers, employees or affiliates, except the Independent Plan Tabulator will instruct the Directed Trustee regarding the tender instructions received from individual participants and beneficiaries.

For Additional Information

Important information relating to the Offer is set forth in Purchaser’s Offer to Purchase. Other important information relating to the Offer will be included in Con-way’s Solicitation/Recommendation Statement on Schedule 14D-9. The Offer and Con-way’s Solicitation/Recommendation Statement on Schedule 14D-9 will be sent to you separately and should be reviewed when considering whether to tender the Shares allocated to your Plan account. In addition, these and all other tender offer materials that are filed with the U.S. Securities and Exchange Commission will be available online at www.sec.gov.

To obtain information about your Con-way [Plan], please visit T. Rowe Price Web site at www.rps.troweprice.com or by calling T. Rowe Price at (800) 922-9945 during business days between 7:00 a.m. and 10:00 p.m., Eastern Time.

Exhibit (A)(1)(K)

FORM OF

TRUSTEE INSTRUCTION FORM

CON-WAY [PLAN]

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock

CON-WAY INC.

a Delaware corporation

$47.60 NET PER SHARE

Pursuant to the Offer to Purchase

Dated September 15, 2015

CANADA MERGER CORP.

a wholly-owned subsidiary of

XPO LOGISTICS, INC.

BEFORE SUBMITTING YOUR TENDER OFFER INSTRUCTIONS, YOU SHOULD CAREFULLY READ THE OFFER DOCUMENTS AND ALL ENCLOSED MATERIALS.

INSTRUCTIONS TO T. ROWE PRICE TRUST COMPANY, AS DIRECTED TRUSTEE OF THE CON-WAY [PLAN] (THE “PLAN”) THROUGH THE INDEPENDENT PLAN TABULATOR, COMPUTERSHARE TRUST COMPANY, N.A., IN RESPONSE TO THE OFFER TO PURCHASE ANY AND ALL COMMON SHARES OF CON-WAY INC. FOR $47.60 NET PER SHARE.

T. ROWE PRICE TRUST COMPANY, AS DIRECTED TRUSTEE, MAKES NO RECOMMENDATION AS TO YOUR DECISION TO TENDER OR NOT TO TENDER SHARES ALLOCATED TO YOUR ACCOUNT.

If you wish to tender ALL of the Shares allocated to your Plan account, please check the appropriate box below, and sign and return this Instruction Form in the envelope provided, or at the addresses shown on the reverse by the deadline described in the Notice to Participants and Beneficiaries:

¨ YES, TENDER all of the Shares allocated to my Plan account as of October 14, 2015.

If you do not wish to tender ALL of the Shares, you do not need to return this form.

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s)

on account

«First1» «Last1»

«Addr2»

«Addr1»

«City», «St» «Zip»

«Country»

«Holder Account Number»

As a participant (or beneficiary) in the Con-way [Plan[, I acknowledge that I have reviewed the Offer to Purchase for Cash all Outstanding Shares of Common Stock of Con-way Inc. for $47.60 net per Share.

I hereby direct T. Rowe Price Trust Company, as the directed Trustee of the Plan (the “Trustee”), through Computershare Trust Company, N.A. (the “Independent Plan Tabulator”), to tender all of the Shares allocated to my account under the Plan as indicated above.

I understand that if I sign, date and return this Instruction Form but do not provide the Trustee (through the Independent Plan Tabulator, Computershare Trust Company, N.A.) with direction, the Trustee will treat this action as an instruction by me not to tender the Shares allocated to my Plan account.


Signature		Date

Daytime Telephone #

Your instructions may be changed or revoked at any time up until the deadline by delivering a new Instruction Form to the Independent Plan Tabulator.

You may return your Instruction Form in the enclosed envelope:

By First Class Mail:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

P.O. Box 43011

Providence, RI 02940-3011

By Facsimile:

(617) 360-6810

By Registered or Certified or Overnight Delivery:

Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer

250 Royall Street

Suite V

Canton, MA 02021

Exhibit (A)(1)(L)

FORM OF

SUPPLEMENTAL NOTICE TO PARTICIPANTS AND BENEFICIARIES IN THE

CON-WAY [PLAN]

Date: September 28, 2015

The Tender Offer: Additional Documents

In the Notice to Participants and Beneficiaries in the Con-way [Plan] (the “Plan”), dated September 22, 2015, that was previously sent to you (the “Previous Notice”), you were informed that Canada Merger Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of XPO Logistics, Inc., a Delaware corporation (“Parent”), has offered to purchase each of the issued and outstanding shares of common stock, $0.625 par value per share (the “Shares”), of Con-way Inc., a Delaware corporation (“Con-way”), for $47.60 net in cash, less any applicable withholding for taxes and without interest (the “TO Consideration”), upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated September 15, 2015 (the “Offer to Purchase”, which together with the related Letter of Transmittal and other related materials, as they may be amended or supplemented from time to time, constitute the “Offer”).

The Previous Notice described how to tender Shares allocated to your Plan account in the Offer, including the Plan deadline for tendering such Shares. Please refer to the Previous Notice for information regarding how to tender the Shares allocated to your Plan account in the Offer.

As indicated in the Previous Notice, enclosed are copies of the Offer to Purchase and Con-way’s Solicitation/Recommendation Statement on Schedule 14D-9, which sets forth, among other things, the recommendation by Con-way’s board of directors that Con-way shareholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. You are encouraged to review these materials, as well as the Previous Notice and the materials included with the Previous Notice, when considering whether to tender the Shares allocated to your Plan account.

IMPORTANT NOTE ABOUT COMPANY STOCK FUND BLACKOUT PERIODS

Whether or not you tender the Shares allocated to your Plan account in the Offer, any Company Stock Fund balances in your Plan account will be subject to a period of time during which you will be unable to make investments or other transfers in or out of, or to request loans or distributions related to interests in, the Company Stock Fund (a “Blackout Period”). The Blackout Period applies only to the Company Stock Fund portion of your Plan account; the portion of your Plan account that is not allocated in the Company Stock Fund will not be affected by the Blackout Period.

Whether or not you are planning retirement in the near future, we encourage you to consider carefully how the Blackout Period may affect your retirement planning, as well as your overall financial plan. It is very important that you review and consider the appropriateness of your current investments in light of your inability to instruct or diversify those investments during the Blackout Period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to instruct the sale of such stocks from your account during the Blackout Period.

One of two different Blackout Periods will apply to the Company Stock Fund portion of your Plan account, depending on whether you elect to tender your Shares: the Tender Blackout Period or the Merger Blackout Period. Each of these two Blackout Periods is discussed below.

Updated Tender Blackout Period Information

As discussed in the Previous Notice, during the Tender Blackout Period shown below, Participants and beneficiaries who elect to tender their Shares in the Offer will be unable to make investments or other transfers in or out of, or to request loans or distributions relating to interests in, the Company Stock Fund. The Tender Blackout Period is necessary to allow T. Rowe Price Trust Company, the directed trustee of the Plan (the “Directed Trustee”), time to respond to the Offer on behalf of participants and beneficiaries who elect to tender their Shares in the Offer and to allow for the delivery of the TO Consideration.

The Tender Blackout Period with respect to the Company Stock Fund is expected to begin and end as follows:


Inability to:	Targeted Start Date:	Targeted End Date:
Direct investments	October 9, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015
Request loans	October 9, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015
Request distributions	October 9, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015

NOTE: These Tender Blackout Period restrictions will apply only to the Company Stock Fund portion of your Plan account. The remaining portion of your Plan account will not be impacted during the Tender Blackout Period.

The Tender Blackout Period may be terminated in the event the expiration date of the Offer is extended for more than two (2) business days. In such case, a new Tender Blackout Period will be imposed from the new Plan Deadline to the date that the Plan receives and allocates the TO Consideration to Plan accounts.

You will receive an updated Tender Blackout Period notice if either the beginning or the end of the Blackout Period is extended.

You can determine whether the expiration date of the Offer has been extended and whether the Tender Blackout Period has started or ended by contacting T. Rowe Price at (800) 922-9945 during business days between 7:00 a.m. and 10:00 p.m., Eastern Time.

Merger Blackout Period for Participants/Beneficiaries Who Elect NOT to Tender their Shares

As discussed in the Offer, following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Con-way (the “Merger”). In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares owned by (i) Con-way, Parent or Purchaser, which Shares will be canceled and will cease to exist, (ii) any subsidiary of Con-way or Parent (other than Purchaser), which Shares will be converted into shares of common stock of the surviving corporation, or (iii) stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be automatically canceled and converted into the right to receive $47.60 per Share or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes (the “Per Share Merger Consideration”). As a result of the Merger, Con-way will cease to be a publicly traded company and will become wholly owned by Parent.

Participants and beneficiaries who do NOT elect to tender their Shares in the Offer will continue to be able to make investments or other transfers in or out of, or to request loans or distributions relating to interests in, the Company Stock Fund up until the commencement of the Merger Blackout Period shown below. The Merger Blackout Period is necessary to allow for the conversion of the non-tendered Con-way Common Stock held by the Plan into the right to acquire the Per Share Merger Consideration upon consummation of the Merger.

The Merger Blackout Period with respect to the Company Stock Fund is expected to begin and end as follows:


Inability to:	Targeted Start Date:	Targeted End Date:
Direct investments	October 14, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015
Request loans	October 14, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015
Request distributions	October 14, 2015 (4:00 pm. Eastern Time)	Week of October 19, 2015

NOTE: The foregoing Merger Blackout Period restrictions will apply only to the Company Stock Fund portion of your Plan account. The remaining portion of your Plan account will not be impacted during the Merger Blackout Period.

The Merger Blackout Period may be terminated in the event the expiration date of the Offer is extended for more than two (2) business days. In such case, a new Merger Blackout Period may be imposed.

You will receive an updated Merger Blackout Period notice if either the beginning or the end of the Merger Blackout Period is extended.

You can determine whether the Merger Blackout Period has started or ended by contacting T. Rowe Price at (800) 922-9945 during business days between 7:00 a.m. and 10:00 p.m., Eastern Time.

Subsequent Investment of Proceeds from Tender or Merger

Assuming the conditions of the Offer are satisfied and the Merger occurs, any TO Consideration or Per Share Merger Consideration received by the Plan in exchange for Shares in your Plan account will be allocated to your Plan account; at the direction of the Con-way Inc. Administrative Committee, all TO Consideration or Per Share Merger Consideration allocated to your Plan account will be invested by the Directed Trustee in one of the Plan’s existing target date funds according to your year of birth, as follows:


Date of Birth Range:		Target Date Fund:
1988 or after		Retirement 2055 Fund
1983 – 1987		Retirement 2050 Fund
1978 – 1982		Retirement 2045 Fund
1973 – 1977		Retirement 2040 Fund
1968 – 1972		Retirement 2035 Fund
1963 – 1967		Retirement 2030 Fund
1958 – 1962		Retirement 2025 Fund
1953 – 1957		Retirement 2020 Fund
1948 – 1952		Retirement 2015 Fund
1943 – 1947		Retirement 2010 Fund
1942 or before		Retirement 2005 Fund

Enclosed For Your Review

Enclosed for your review are the following materials relating to the Offer:

1. Purchaser’s Offer to Purchase;

2. Tender Offer Statement on Schedule TO; and

3. Con-way’s Solicitation/Recommendation Statement on Schedule 14D-9.

In considering whether to tender your Shares, you should also review the Previous Notice as well as the Trustee Instruction Form included with the Previous Notice.

Your Decision is Confidential

All instructions received by Computershare Trust Company, N.A. (the “Independent Plan Tabulator”) from individual participants and beneficiaries will be held in confidence and will not be divulged to any person, including Con-way, the Con-way Inc. Administrative Committee, the Purchaser or Parent, or any of their respective directors, officers, employees or affiliates, except the Independent Plan Tabulator will instruct the Directed Trustee regarding the tender instructions received from individual participants and beneficiaries.

For Additional Information

Important information relating to how to tender your shares is set forth in the Previous Notice, which you should review in conjunction with this Notice. Other important information relating to the Offer is set forth in Purchaser’s Offer to Purchase and Con-way’s Solicitation/Recommendation Statement on Schedule 14D-9. You are encouraged to review these documents when considering whether to tender the Shares allocated to your Plan account. In addition, these and all other tender offer materials that are filed with the U.S. Securities and Exchange Commission will available online at www.sec.gov.

Exhibit (B)(1)

STRICTLY CONFIDENTIAL

EXECUTION VERSION


MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036 BARCLAYS 745 Seventh Avenue New York, New York 10019		J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK AG NEW YORK BRANCH 60 Wall Street New York, New York 10005

HSBC SECURITIES (USA) INC. HSBC BANK USA, N.A. 452 Fifth Avenue New York, New York 10018		CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 1301 Avenue of the Americas New York, New York 10019

CONFIDENTIAL

September 25, 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

Amended and Restated Commitment Letter

Ladies and Gentlemen:

You have advised Morgan Stanley Senior Funding, Inc. (“MSSF”), J.P. Morgan Securities LLC (“JPMS”), JPMorgan Chase Bank, N.A. (“JPMCB” and, together with JPMS, “JPM”), Barclays Bank PLC (“Barclays”), Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank AG New York Branch (“DBNY” and, together with DBSI and DBCI, “Deutsche Bank”), HSBC Securities (USA) Inc. (“HSBC Securities”), HSBC Bank USA, N.A. (“HSBC Bank” and, together with HSBC Securities, “HSBC”) and Credit Agricole Corporate and Investment Bank (“CACIB” and collectively with MSSF, JPM, Barclays, Deutsche Bank and HSBC, “we” or “us” or the “Commitment Parties” and, each individually a “Commitment Party”) that you intend to acquire, directly or indirectly through one or more of your subsidiaries, all of the outstanding shares of common stock of Con-way, Inc., a Delaware corporation (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”)). This Amended and Restated Commitment Letter (including the Term Sheet and other attachments hereto, this “Commitment Letter”) supersedes and replaces that certain Commitment Letter, dated September 9, 2015, by and between you and MSSF in its entirety.

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.

1. Commitments.

In connection with the foregoing, (i) each of MSSF, JPMCB, Barclays, DBCI, HSBC Bank and CACIB is pleased to advise you of its several (and not joint) commitment to provide 36.4%, 22.6%, 14%, 14%, 7.2% and 5.8%, respectively, of the aggregate principal amount of the Bridge Facility and (ii) each of MSSF, JPMCB, Barclays, DBNY, HSBC Bank and CACIB is pleased to advise you of its several (and not joint) commitment to provide 36.4%, 22.6%, 14%, 14%, 7.2% and 5.8%, respectively, of the aggregate principal amount of the Backstop Revolving Credit Facility, in each case upon the terms set forth or referred to in this Commitment Letter and subject only to the conditions described in paragraph 6 of this Commitment Letter. In addition, in connection with the Transactions, each Commitment Party hereto 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 the Commitment Parties 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. The commitments and other obligations of the Commitment Parties set forth in this Commitment Letter are several and not joint.

2. Titles and Roles.

You hereby appoint (a) each of MSSF, JPMS, Barclays, DBSI, HSBC Securities and CACIB to act, and each of MSSF, JPMS, Barclays, DBSI, HSBC Securities and CACIB hereby agrees to act, as joint bookrunner and joint 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. Each Commitment Party, 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. 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.

3. Syndication.

The Commitment Parties reserve the right, prior to and/or after the execution of definitive documentation for the Bridge Facility, to syndicate all or a portion of their commitments with respect to the Facilities to a group of banks, financial institutions and other institutional lenders (together with MSSF, JPMCB, Barclays, DBCI (with respect to the Bridge Facility), DBNY (with respect to the Backstop Revolving Credit Facility), HSBC Bank and CACIB, 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 September 9, 2015 (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 September 9, 2015 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 September 9, 2015 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 “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 the Commitment Parties, (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 the Commitment Parties, 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 the Commitment Parties, of one or more meetings of prospective Lenders, and (g) from September 9, 2015 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 the Commitment Parties, 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 the Commitment Parties, 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 the Commitment Parties, (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 the Commitment Parties 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 the Commitment Parties 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.

The Commitment Parties 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 the Commitment Parties in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Company promptly to provide) to the Commitment Parties 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 “Projections”), as the Commitment Parties 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 September 9, 2015, 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). The syndication of the Backstop Revolving Credit Facility in accordance with the terms of this Commitment Letter shall reduce the commitments thereto of each applicable Commitment Party hereunder on a pro rata basis.

4. Information.

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 the Commitment Parties 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 the Commitment Parties 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 the Commitment Parties, it being recognized by the Commitment Parties 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.

5. Fees.

As consideration for MSSF’s, JPMCB’s, Barclays’, DBCI’s, DBNY’s, HSBC Bank’s and CACIB’s commitment hereunder, and the Commitment Parties’ agreements to perform the services described herein, you agree to pay to the Commitment Parties the fees set forth in this Commitment Letter, the Amended and Restated Facilities Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Facility Fee Letter”) and the Agent Fee Letter dated September 9, 2015 with respect to the Facilities (the “Agent Fee Letter” and, together with the Facility Fee Letter, the “Fee Letters”).

6. Conditions Precedent.

MSSF’s, JPMCB’s, Barclays’, DBCI’s, DBNY’s, HSBC Bank’s and CACIB’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 Letters 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 September 9, 2015 until the Acceptance Time (as defined in the Acquisition Agreement on September 9, 2015), there has not occurred any Effect (as defined in the Acquisition Agreement on September 9, 2015) 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 effect on September 9, 2015), 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 September 9, 2015)) 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 September 9, 2015), 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):

(A) changes or developments in economic conditions generally in the United States or other countries in which the Company or any of its Subsidiaries conduct operations, including (1) any changes or developments in or affecting the securities, credit or financial markets, (2) any changes or developments in or affecting interest or exchange rates or (3) the effect of any potential or actual government shutdown, except to the extent such changes or developments have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which the Company and its Subsidiaries operate;

(B) changes or developments in or affecting the industry or industries in which the Company or any of its Subsidiaries operate (including such changes or developments resulting from general economic conditions), except to the extent that such changes or developments have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which the Company and its Subsidiaries operate;

(C) the announcement of the Acquisition Agreement and the Transactions, including changes, developments, effects or events as a result of the identification of Parent (for purposes of this definition, as defined in the Acquisition Agreement as in effect on September 9, 2015) or any of its Affiliates (for purposes of this definition, as defined in the Acquisition Agreement as in effect on September 9, 2015) as the acquirer of the Company;

(D) changes or developments arising out of acts of terrorism or sabotage, civil disturbances or unrest, war (whether or not declared), the commencement, continuation or escalation of a war or military action, acts of hostility, weather conditions or other acts of God (including storms, earthquakes, floods or other natural disasters), including any material worsening of such conditions threatened or existing on the date of the Acquisition Agreement, except to the extent that they have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which the Company and its Subsidiaries operate;

(E) changes or developments after September 9, 2015 in applicable Laws ((for purposes of this definition, as defined in the Acquisition Agreement as in effect on September 9, 2015) or the definitive interpretations thereof, except to the extent that such changes or developments have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which the Company and its Subsidiaries operate;

(F) changes or developments after September 9, 2015 in generally accepted accounting principles in the United States or any foreign equivalents thereof or the interpretations thereof, except to the extent that such changes or developments have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to others in the industry or industries in which the Company and its Subsidiaries operate;

(G) any failure by the Company to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period; provided that the exception in this clause shall not prevent or otherwise affect a determination that any change or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect; and

(H) a decline in the price or trading volume of the Company’s common stock or any change in the ratings or ratings outlook for the Company or any of its Subsidiaries; provided that the exception in this clause shall not prevent or otherwise affect a determination that any change or development underlying such decline or change has resulted in, or contributed to, a Company Material Adverse Effect.

7. Indemnification; Expenses.

You agree (a) to indemnify and hold harmless each Commitment Party, its affiliates and their respective 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 a Commitment Party 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 each Commitment Party for all reasonable and documented out-of-pocket expenses (including, but not limited to, expenses of each Commitment Party’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 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.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

You acknowledge that each Commitment Party 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 each Commitment Party’s policy to hold in confidence the affairs of its customers, each Commitment Party will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or its 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 the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Commitment Party has advised or is advising you on other matters, (b) the Commitment Parties, 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 the Commitment Parties, (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 the Commitment Parties, together with their respective affiliates, are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has any 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 the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Commitment Parties 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 the Commitment Parties are 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 the Commitment Parties shall have no responsibility or liability to you with respect thereto. Any review by a Commitment Party 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 such Commitment Party and shall not be on behalf of you or any of your affiliates.

You further acknowledge that each Commitment Party, together with its affiliates, 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, each Commitment Party or its affiliates 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 such Commitment Party, any of its affiliates or any of their respective 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.

9. Assignments; Amendments; Governing Law, Etc.

This Commitment Letter shall not be assignable by you without the prior written consent of the Commitment Parties (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). Each Commitment Party may assign its commitment hereunder with your prior consent (not to be unreasonably withheld or delayed) to one or more prospective Lenders; provided that a Commitment Party 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, the Commitment Parties hereunder (including, without limitation, a Commitment Party’s commitment) may be performed and any and all rights of the Commitment Parties hereunder may be exercised by or through any of their respective affiliates or branches and, in connection with such performance or exercise, the Commitment Parties 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 the Commitment Parties hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Commitment Parties 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 no Commitment Party shall 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 such Commitment Party 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 a Commitment Party or any of its Related Persons). Notwithstanding anything in Section 12 to the contrary, each Commitment Party 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 such Commitment Party’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.

10. Jurisdiction.

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 such 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.

11. Waiver of Jury Trial.

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.

12. Confidentiality.

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 the Commitment Parties 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 Facility Fee Letter 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 September 9, 2015, to the extent customary or required, (c) in any syndication or other marketing materials in connection with the Facilities, (d) to 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.

Each Commitment Party 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 such Commitment Party from disclosing such information (a) to its 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 such Commitment Party 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 September 9, 2015.

You acknowledge that each of MSSF, Morgan Stanley Bank, N.A., an affiliate of MSSF, JPMCB and DBNY currently is acting as a lender, 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 MSSF, Morgan Stanley Bank, N.A., JPMS, JPMCB, DBSI, DBCI or DBNY 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 a Commitment Party’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).

13. Surviving Provisions.

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 a Commitment Party’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 (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.

14. PATRIOT Act Notification.

Each Commitment Party 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”), the Commitment Parties and each Lender are 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 the Commitment Parties 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 each Commitment Party and each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

15.	Acceptance and Termination.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Facility Fee Letter 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 25, 2015. Each Commitment Party’s offer hereunder, and its 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 the Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on the Commitment Parties 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 September 9, 2015, or nine (9) months and one business day after September 9, 2015 in the event that the “Outside Date” (as defined in the Acquisition Agreement on September 9, 2015) 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, JPMCB’s, Barclays’, DBCI’s, DBNY’s, CACIB’s and HSBC Bank’s commitment hereunder, and each Commitment Party’s agreement to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless the Commitment Parties shall, in their discretion, agree in writing to an extension. In addition, the commitments hereunder with respect to the Backstop Revolving Credit Facility shall terminate upon the effectiveness of the Amendment.

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


Very truly yours, MORGAN STANLEY SENIOR FUNDING, INC.

By		/s/ Henrik Z. Sandstrom
		Name: Henrik Z. Sandstrom
		Title: Authorized Signatory