C.H. ROBINSON WORLDWIDE, INC. (NASDAQ:CHRW) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entering into a Material Definitive Agreement.

On April26, 2017, C.H. Robinson Worldwide, Inc. (the Company), as
initial master servicer and performance guarantor, C.H. Robinson
Receivables, LLC, a wholly-owned subsidiary of the Company and
bankruptcy-remote entity (CHRR), as seller, Gotham Funding
Corporation, as conduit purchaser, The Bank of Tokyo-Mitsubishi
UFJ, Ltd., New York Branch (BTMU) and Wells Fargo Bank, National
Association (Wells Fargo), as committed purchasers (conduit
purchasers and committed purchasers collectively, the
Purchasers), BTMU and Wells Fargo, as purchaser agents , and
BTMU, as administrative agent (in such capacity, the Agent),
entered into a Receivables Purchase Agreement (the Receivables
Purchase Agreement). The Receivables Purchase Agreement and
related transaction documents provide a receivables
securitization facility (the Facility).

The documentation for the Facility includes (i)the Receivables
Purchase Agreement, (ii)a Receivables Sale Agreement (the RSA) by
and among C.H. Robinson Company Inc., a wholly-owned subsidiary
of the Company (the Originator), CHRR, and the Company, as
initial master servicer; and (iii)a Performance Guaranty by the
Company for the benefit of the Agent, the Purchasers, and other
affected parties (the Performance Guaranty).

CHRR was formed for the purpose of acquiring rights to payment
arising from the sale of goods or services by the Originator (the
Receivables). Under the Facility, on an ongoing basis the
Originator will sell Receivables to CHRR on a non-recourse basis
or transfer Receivables to CHRR as capital contributions. CHRR in
turn may obtain funding of up to $250million from time to time
from the conduit purchaser or the committed purchasers by
requesting purchases of interests in Receivables owned by CHRR,
related assets and collections. The purchase price for
Receivables sold by the Originator to CHRR will be paid in cash
to the extent available to pay the price of Receivables each day,
with the balance being evidenced by one or more subordinated
notes from CHRR. The subordinated note obligations will be
satisfied from collections of the Receivables available after
payment of other amounts owed by CHRR under the Receivables
Purchase Agreement. For as long as the Company is the master
servicer, the Company will service, administer, and collect the
Receivables on behalf of CHRR and the Purchasers. The Performance
Guaranty is a customary undertaking by the Company guaranteeing
the performance of the obligations of the Originator and any
master servicer under the Receivables Purchase Agreement and the
RSA, as applicable.

The Receivables Purchase Agreement requires CHRR to pay yield
based on the rate for commercial paper issued by a conduit
purchaser, in the case of purchases by a conduit purchaser, and
based on 30 day LIBOR plus a margin, in the case of other
purchases. A different default rate may be used to calculate
yield in the case of certain defaults. Different rates may be
used to calculate yield with respect to specific tranches if an
appropriate LIBOR rate is not available or if the Agent does not
receive required notice that the tranche is not to be funded
through the issuance of commercial paper notes. In addition, CHRR
will pay the Purchasers upfront fees, commitment fees, and fees
based on facility use, and will pay an administrative agent fee.

The Receivables Purchase Agreement contains various customary
affirmative and negative covenants, and it also contains
customary default and termination provisions which provide for
acceleration of amounts owed under the Receivables Purchase
Agreement upon the occurrence of certain specified events with
respect to the Company, the Originator, or CHRR, including, but
not limited to, the failure to pay yield, fees, and other amounts
due, defaults on certain other indebtedness, failure to discharge
certain judgments, insolvency events, change in control, and
exceeding certain financial ratios designed to capture events
negatively affecting the overall credit quality of the
Receivables.

The Facility will terminate on April26, 2019 unless extended by
the parties.

BTMU and Wells Fargo are lenders under the Companys existing
senior unsecured revolving credit facility. In addition, Wells
Fargo serves as the Companys transfer agent and as the
administrator, trustee and record keeper for the Companys 401(k)
plan.

The foregoing description of the Facility is qualified in its
entirety by reference to the full text of the Receivables
Purchase Agreement, RSA and Performance Guaranty, which are
filed, respectfully, as Exhibits10.1, 10.2 and 10.3 hereto.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.