Item 1.01 Entry into a Material Definitive Agreement.
On
A loan under the Facility will bear interest at a rate per annum equal to, at
the Company's option, either (i) the alternate base rate then in effect plus the
applicable margin for base rate advances or (ii) a Term SOFR-based rate for a
one week or one, three or six month interest period as selected by the Company
with respect to such loan plus the applicable margin for Term SOFR advances. The
alternate base rate is a rate per annum equal to the highest of (w) 0%, (x)
In addition, the Company will pay a commitment fee on the aggregate unused commitments under the Facility based on the Company's Credit Ratings from S&P and Moody. The commitment fee ranges from 0.05% to 0.175% per annum.
The Credit Agreement requires the Company to maintain its leverage ratio as of
the end of each fiscal quarter as no greater than (a) 3.00 to 1.00 or (b) 3.50
to 1.00 after the date on which the maximum leverage ratio test contained in the
Note Purchase Agreement dated
The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate the loans under the Facility, including failure to make timely payments under the Facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of the Company or any of its material subsidiaries, failure of the Company or any of its material subsidiaries to pay or discharge material judgments, bankruptcy of the Company or any of its material subsidiaries, and change in control of the Company.
The foregoing description of the Facility is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description 10.1 Cred it Agreement Dated a s of May 6, 2022 Among C.H. Robinson Worldwide Inc ., the Lenders , and U.S. Bank National Ass ociation , as Administrative Agent. 104 The cover page from the Current Report on Form 8-K formatted in Inline XBRL
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