C H Robinson Worldwide Inc Sample Contracts

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Standard Contracts

UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • October 9th, 1997 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Maryland
EXHIBIT 2 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 28th, 1999 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Minnesota
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT AND AGREEMENT
Receivables Purchase Agreement • August 15th, 1997 • C H Robinson Inc • New York
AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, RIGHTS AGENT
Rights Agreement • October 9th, 1997 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Delaware
and WELLS FARGO BANK, N.A. Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Effective as of October 1, 2007
Rights Agreement • September 10th, 2007 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Delaware

AMENDED AND RESTATED AGREEMENT, effective as of October 1, 2007, between C.H. Robinson Worldwide, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A.(the "Rights Agent").

REVOLVING NOTE ---------------
Revolving Note • March 24th, 2000 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Delaware

FOR VALUE RECEIVED, the undersigned, C. H. ROBINSON WORLDWIDE, INC., a Delaware corporation (the "Borrower"), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), on the "Revolving Credit Termination Date" (as defined in the Credit Agreement hereinafter described (the "Credit Agreement")), the principal sum of TWENTY MILLION AND NO/100THS DOLLARS ($20,000,000.00) or if less, the then aggregate unpaid principal amount of the Revolving Loans (as such term is defined in the Credit Agreement) as may be borrowed by the Borrower from the Bank under the Credit Agreement. All Revolving Loans and all payments of principal shall be recorded by the holder in its records which records shall be conclusive evidence of the subject matter thereof, absent manifest error.

ARTICLE I ---------
Credit Agreement • March 24th, 2000 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Minnesota
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 23rd, 2022 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • New York

The Company will authorize the issue and sale of (i) $175,000,000 aggregate principal amount of its 3.97% Senior Notes, Series A, due August 27, 2023 (the “Series A Notes”), (ii) $150,000,000 aggregate principal amount of its 4.26% Senior Notes, Series B, due August 27, 2028 (the “Series B Notes”) and (iii) $175,000,000 aggregate principal amount of its 4.60% Senior Notes, Series C, due August 27, 2033 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”), in each case as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13. The Series A Notes shall be substantially in the

IV. AGREEMENT TO MAINTAIN CONFIDENTIAL INFORMATION ----------------------------------------------
Confidentiality and Noncompetition Agreement • October 9th, 1997 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Minnesota
SECOND OMNIBUS AMENDMENT
Credit Agreement • October 25th, 2018 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • New York

This Credit Agreement (the “Agreement”), dated as of October 29, 2012, as amended by that certain Omnibus Amendment dated as of December 31, 2014, and as further amended by that certain Second Omnibus Amendment dated as of October 24, 2018, is among C.H. ROBINSON WORLDWIDE, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent. The parties hereto agree as follows:

SECOND AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 12th, 2022 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • New York

This RECEIVABLES PURCHASE AGREEMENT dated as of November 19, 2021 (this “Agreement”), among C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation (“CHR”), as initial Master Servicer and as Performance Guarantor, C.H. ROBINSON RECEIVABLES, LLC, a Delaware limited liability company, as seller (the “Seller”), the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party hereto, and BANK OF AMERICA, N.A. (“BofA”), as administrative agent on behalf of the Affected Parties (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

CREDIT AGREEMENT DATED AS OF MAY 6, 2022 AMONG C.H. ROBINSON WORLDWIDE, INC., THE LENDERS, AND U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT
Credit Agreement • May 11th, 2022 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • New York

This Credit Agreement (the “Agreement”), dated as of May 6, 2022, is among C.H. ROBINSON WORLDWIDE, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent. The parties hereto agree as follows:

and Subsidiaries MANAGEMENT-EMPLOYEE AGREEMENT (Key Employee)
Management-Employee Agreement • February 29th, 2008 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Minnesota

This Management-Employee Agreement, dated as of (“Agreement”), is made and entered into between C. H. Robinson Worldwide, Inc., a Delaware corporation, and its subsidiaries (“Employer”) and (“Key Employee”).

OMNIBUS AMENDMENT
Credit Agreement • January 6th, 2015 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • New York

This Credit Agreement (the “Agreement”), dated as of October 29, 2012, as amended by that certain Omnibus Amendment dated as of December 31, 2014, is among C.H. ROBINSON WORLDWIDE, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent. The parties hereto agree as follows:

PERFORMANCE GUARANTY
Performance Guaranty • November 23rd, 2021 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • New York

This PERFORMANCE GUARANTY (this “Agreement”), dated as of November 19, 2021, is between C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation (the “Performance Guarantor”), and BANK OF AMERICA, N.A. (“BofA”), as agent (in such capacity, the “Agent”) for and on behalf of the Affected Parties under the Receivables Purchase Agreement, dated as of the date hereof, among C.H. Robinson Receivables, LLC, a Delaware limited liability company (the “Seller”), C.H. Robinson Worldwide, Inc., individually and as initial master Servicer (in such capacity, together with its successors and assigns in such capacity, the “Master Servicer”), the Agent and various Conduit Purchasers, Purchaser Agents and Committed Purchasers described therein (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Receivables Purchase Agreement. The

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CREDIT AGREEMENT DATED AS OF OCTOBER 29, 2012 AMONG C.H. ROBINSON WORLDWIDE, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT BMO HARRIS BANK, N.A., BANK OF...
Credit Agreement • November 1st, 2012 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • New York

This Credit Agreement (the “Agreement”), dated as of October 29, 2012, is among C.H. ROBINSON WORLDWIDE, INC., the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and Administrative Agent. The parties hereto agree as follows:

FIRST AMENDMENT TO THE RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • July 12th, 2022 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • New York
COOPERATION AGREEMENT
Cooperation Agreement • January 6th, 2023 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • Delaware

This Cooperation Agreement (“Agreement”), dated as of January 6, 2023, is made by and among C.H. Robinson Worldwide, Inc., a Delaware corporation (the “Company”); Ancora Catalyst Institutional, LP (“Ancora”) and the other persons and entities listed on Schedule A hereto (collectively with Ancora, the “Ancora Investors”); and Pacific Point Advisors, LLC (“Pacific Point”) and the other persons and entities listed on Schedule B hereto (with Pacific Point, the “Pacific Point Investors,” and collectively with the Ancora Investors, the “Investor Group”). The Company and each member of the Investor Group are collectively herein referred to as the “Parties” and individually as a “Party.”

Contract
Incentive Stock Option Agreement • March 2nd, 2015 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo

THIS AGREEMENT (the “Agreement”), made on the Grant Date set forth in the C. H. Robinson Worldwide, Inc. Equity Award letter dated ___________ by and between C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation (the “Company”), and the employee named on the C. H. Robinson Worldwide, Inc. Equity Award letter (“Employee”), pursuant to the Company’s 2013 Equity Incentive Plan (the “Plan”).

Contract
Incentive Stock Option Agreement • February 19th, 2020 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo
Contract
Management-Employee Agreement • February 19th, 2020 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • Minnesota
Contract
Confidentiality Agreement • February 19th, 2020 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • Minnesota
Morgan Stanley MORGAN STANLEY & CO. LLC 1585 BROADWAY NEW YORK, NY 10036-8293 (212) 761-4000
Fixed Dollar Accelerated Share Repurchase Transaction • August 26th, 2013 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and C.H. Robinson Worldwide, Inc. (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

June 4, 2023 David Bozeman Dear Dave,
Employment Agreement • June 6th, 2023 • C. H. Robinson Worldwide, Inc. • Arrangement of transportation of freight & cargo • Delaware

It is our pleasure to offer you employment with C.H. Robinson Worldwide, Inc. (the “Company”) to be its next President and Chief Executive Officer.

CHRW INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 29th, 2012 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo

THIS AGREEMENT (the “Agreement”), made on the Award Date set forth in the C. H. Robinson Worldwide, Inc. Equity Award letter dated December 9, 2011 by and between C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation (the “Company”), and the employee named on the C. H. Robinson Worldwide, Inc. Equity Award letter (“Employee”), pursuant to the Company’s 1997 Omnibus Stock Plan as amended (the “Plan”).

PURCHASE AGREEMENT among PHOENIX INTERNATIONAL FREIGHT SERVICES, LTD., THE SELLING SHAREHOLDERS, THE INITIAL SELLING SHAREHOLDER REPRESENTATIVES and C.H. ROBINSON WORLDWIDE, INC. Dated as of September 24, 2012
Purchase Agreement • November 1st, 2012 • C H Robinson Worldwide Inc • Arrangement of transportation of freight & cargo • Delaware

This PURCHASE AGREEMENT (this “Agreement”) dated as of September 24, 2012 by and among Phoenix International Freight Services, Ltd., an Illinois corporation (the “Company”), the Persons listed on Annex A hereto (the “Selling Shareholders”), C.H. Robinson Worldwide, Inc., a Delaware corporation (“Buyer”), and James William McInerney and Emil Sanchez, solely in their respective capacities as the initial Selling Shareholder Representatives (defined below) hereunder. Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.

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