Exhibit 10.9
EXECUTION VERSION
FIRST AMENDMENT AND JOINDER TO THE
RECEIVABLES PURCHASE AGREEMENT
This FIRST AMENDMENT AND JOINDER TO THE RECEIVABLES PURCHASE AGREEMENT, dated as
of December 17, 2018 (this "Amendment"), is among:
(i)
C.H. ROBINSON RECEIVABLES, LLC, a Delaware limited liability company, as seller
(the "Seller");
(ii)
C.H. ROBINSON WORLDWIDE, INC., a Delaware corporation ("CHR"), as master
servicer (in such capacity, the "Master Servicer") and as performance guarantor
(in such capacity, the "Performance Guarantor");
(iii)
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells"), as Purchaser Agent for the
Wells Purchaser Group and as a Committed Purchaser for the Wells Purchaser
Group;
(iv)
BANK OF AMERICA, N.A. ("BofA"), as the new Purchaser Agent for the BofA
Purchaser Group and as a new Committed Purchaser for the BofA Purchaser Group;
and
(v)
WELLS FARGO BANK, N.A., as administrative agent (in such capacity, the
"Administrative Agent").
BACKGROUND
WHEREAS, the parties hereto (other than BofA) have entered into that certain
Receivables Purchase Agreement, dated as of April 26, 2017 (as amended,
restated, supplemented or otherwise modified through the date hereof, the
"Receivables Purchase Agreement");
WHEREAS, concurrently herewith, the Seller, the Master Servicer, the Performance
Guarantor, MUFG Bank, Ltd. ("MUFG"), Gotham Funding Corporation ("Gotham") and
Wells are entering into the certain Assignment and Assumption Agreement, dated
as of the date hereof (the "Assignment and Assumption Agreement"), pursuant to
which, among other things, (i) MUFG is assigning its role as administrative
agent under the Receivables Purchase Agreement to Wells and (ii) MUFG and Gotham
are being removed as parties to the Receivables Purchase Agreement;
WHEREAS, concurrently herewith, the Administrative Agent, the Purchaser Agents,
the Seller and the Master Servicer are entering into that certain Amended and
Restated Fee Letter, dated as of the date hereof (the "Purchaser Fee Letter");
WHEREAS, concurrently herewith, the Administrative Agent, MUFG, the Seller, the
Master Servicer and U.S. Bank National Association are entering into that
certain Amendment No. 1 to Blocked Account Control Agreement, dated as of the
date hereof (the "DACA Amendment");
WHEREAS, concurrently herewith, the Administrative Agent and the Performance
Guarantor are entering into that certain Amended and Restated Performance
Guaranty, dated as of the date hereof (the "Amended Performance Guaranty";
together with the Assignment and Assumption Agreement, the Purchaser Fee Letter
and the DACA Amendment, collectively, the "Related Agreements"); and
WHEREAS, BofA desires to become a party to the Receivables Purchase Agreement as
a Committed Purchaser and the Purchaser Agent for the BofA Purchaser Group.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1.Definitions. Unless otherwise defined or provided herein, capitalized
terms used herein have the meanings attributed thereto in (or by reference in)
the Receivables Purchase Agreement.
SECTION 2.
Joinder of BofA to the Receivables Purchase Agreement.
(a)
BofA as a Purchaser. Effective as of the date hereof, BofA shall be a
Committed Purchaser party to the Receivables Purchase Agreement for all purposes
thereof and of the other Transaction Documents as if