Exhibit 10.1
FIFTHAMENDMENT
THIS FIFTH AMENDMENT (this “Amendment”) is made as of October 22, 2026 (the
“Amendment Effective Date”) by and among C.H. Robinson Worldwide, Inc. (the “Borrower”),
the Guarantors, thelenderslistedonthesignaturepageshereto (collectively constituting the
Required Lenders)(the“Required Lenders”), andU.S.BankNationalAssociation,as
administrative agent (in such capacity, the “AdministrativeAgent”),under thatcertainCredit
Agreement,datedas of October 29, 2012 (as amended, supplemented or otherwise modified from
time to time prior to the date hereof (the “Existing Credit Agreement”) and the Existing Credit
Agreement, as further amended by this Amendment,the“CreditAgreement”),byandamongthe
Borrower,theLenders,U.S. Bank National Association as LCIssuer,theSwingLineLender andthe
AdministrativeAgent. Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Credit Agreement.
WHEREAS, the Borrower and the Guarantors have requested that the Required Lenders
and theAdministrativeAgent agree to make certain modifications to the CreditAgreement; and
WHEREAS, the Borrower, the Guarantors, the Required Lenders and the Administrative
Agent have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein,andothergoodandvaluableconsideration,thereceiptandsufficiency
ofwhichareherebyacknowledged,the Borrower, the Guarantors, the Required Lenders, and the
Administrative Agent hereby agree as follows.
ARTICLEI –AMENDMENTS
1.1.Amendments to Credit Agreement. Effective as of the Amendment Effective Date but
subject to the satisfaction of the conditions precedent set forth inArticle IIIbelow, the Existing Credit
Agreement isherebyamendedas follows:
(1)The definition of “Consolidated EBITDA” set forth in Article I of the Existing Credit
Agreement is hereby amended by replacing the last sentence thereof in its entirety with the
following:
“For the purposes of calculating Consolidated EBITDA for any period of four (4)
consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference
Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the property that is the subject of such Material Disposition
for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if
negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period
the Borrower or any Subsidiary shall have made a Material Acquisition (including the RXO
Acquisition), Consolidated EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto on the basis of the historical financial statements of the Person or business so
acquired (which, in the case of a Person that files periodic reports with the Securities and
Exchange Commission, shall be the financial statements so filed) as if such Material Acquisition
occurred on the first day of such Reference Period.”
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(2)The definition of “Leverage Holiday” set forth in Article Iof the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:
““Leverage Holiday” means, in connection with any Permitted Acquisition, an election by the
Borrower, made by written notice to the Administrative Agent delivered at any time on or prior to
the date on which the Compliance Certificate for the fiscal quarter in which such Permitted
Acquisition is consummated is delivered or required to be delivered pursuant to Section 6.1(c), to
increase the maximum Net Leverage Ratio permitted under Section 6.15(b) to 4.25 to 1.00 for the
period set forth therein; provided, that (x) no more than two Leverage Holidays shall be given
effect during the term of this Agreement, (y) no Default or Event of Default shall be in existence
immediately before or after the consummation of the applicable Permitted Acquisition and (z) such
election shall be given effect as of the consummation of the applicable Permitted Acquisition.”
(3)The definition of “Net Leverage Ratio” set forth in Article Iof the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:
““Net Leverage Ratio” means, as of any date of calculation, the ratio of (i) (x) Consolidated
Funded Indebtedness outstanding on such date minus (y) that portion of the Company’s and its
Subsidiaries’ unrestricted and unencumbered cash and Cash Equivalent Investments on such date
(as such amount appears on the Company’s balance sheet) that exceeds $25,000,000; provided,
that this clause (i) shall at no time be less than $0, to (ii) Consolidated EBITDA for the Company’s
then most-recently ended four (4) fiscal quarters.”
(4)Each of the definitions of “Maximum Increased Leverage Ratio”, “Senior Note Purchase
Agreement Leverage Increase Date” and “Senior Note Purchase Agreement Leverage
Ratio Amendment” set forth in Article I of the Existing Credit Agreement shall be deleted
in its entirety.
(5)Article I of the Existing Credit Agreement is hereby amended by inserting the following
new definitions in the appropriate alphabetical order:
“RXO Acquisition” means the acquisition by the Borrower, directly or indirectly through one or more
wholly-owned Subsidiaries, of all of the issued and outstanding equity interests of the RXO Target
pursuant to the RXO Merger Agreement.
“RXO Closing Date” means the date on which the RXO Acquisition is consummated.
“RXO Merger Agreement” means the Agreement and Plan of Merger, dated as of October 4, 2026, by
and among the Borrower, Viking Logistics LLC, Rover Merger Sub Inc. and the RXO Target, together
with the exhibits, schedules and disclosure letters thereto, as in effect on October 22, 2026 and as the
same may be amended, supplemented or otherwise modified from time to time in a manner not materially
adverse to the interests of the Lenders.
“RXO Target” means RXO, Inc., a Delaware corporation.
“RXO Transactions” means, collectively, (a) the RXO Acquisition, (b) the incurrence by the Borrower of
Indebtedness (i) in an aggregate principal amount of up to $3.5 billion under one or more issuances of
senior unsecured notes and/or one or more senior unsecured term loan facilities, in each case to finance,
in whole or in part, the RXO Acquisition and the other RXO Transactions, and/or (ii) in an aggregate
principal amount of up to $4.5 billion under the senior unsecured 364-day bridge loan facility provided
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for in the commitment letter, dated as of October 4, 2026, between Morgan Stanley Senior Funding, Inc.
and the Borrower; provided, that the aggregate principal amount of Indebtedness incurred under clauses
(b)(i) and (ii) shall not exceed $4.5 billion, (c) the amendment of the Senior Note Purchase Agreement to
permit the RXO Transactions or the repayment, prepayment, redemption, defeasance or discharge of the
notes issued thereunder, (d) to the extent in connection with the other RXO Transactions, the repayment,
prepayment, redemption, repurchase, defeasance or discharge of Indebtedness of the RXO Target and its
Subsidiaries, including any tender offer, exchange offer, consent solicitation, change of control offer,
redemption, satisfaction and discharge or defeasance with respect to the senior notes of the RXO Target
and any issuance of notes by the Borrower or any Subsidiary in exchange therefor, (e) any borrowing of
Loans hereunder to finance, in part, the RXO Acquisition and the other RXO Transactions, and (f) the
payment of fees, commissions and expenses in connection with the foregoing.”
(6)Clause (b) of Section 6.15of the Existing Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“(b) The Borrower will not permit the Net Leverage Ratio, determined as of the end of each of its
fiscal quarters, to be greater than 3.75 to 1.00; providedthat, if a Leverage Holiday has been elected
and given effect in connection with a Permitted Acquisition, the Borrower will not permit the Net
Leverage Ratio, determined as of the end of the fiscal quarter in which such Permitted Acquisition is
consummated and as of the end of each of the three consecutive fiscal quarters immediately following
such fiscal quarter, to be greater than 4.25 to 1.00.”
(7)Clause (c) of Section 6.15of the Existing Credit Agreement shall be deleted in its entirety.
(8)Article VI of the Existing Credit Agreement is hereby amended by adding the following
new Section 6.18 at the end thereof:
“6.18. RXO Transactions. Notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document:
(a) the RXO Acquisition shall constitute a “Permitted Acquisition” and a “Material Acquisition” for all
purposes of this Agreement and the other Loan Documents and each of the RXO Transactions is hereby
permitted under Section 6.12 of this Agreement; and
(b) a Leverage Holiday shall be deemed to have been elected by the Borrower in connection with the
RXO Acquisition and given effect as of the RXO Closing Date, without any notice or other action on the
part of the Borrower, and accordingly the Borrower will not permit the Net Leverage Ratio, determined as
of the end of the fiscal quarter in which the RXO Closing Date occurs and as of the end of each of the
three consecutive fiscal quarters immediately following such fiscal quarter, to be greater than 4.25 to 1.00
(and, upon the occurrence of the RXO Closing Date, such Leverage Holiday shall constitute one of the
two Leverage Holidays permitted under clause (x) of the definition thereof).”
1.2.AmendmentGenerally.ThisAmendmentshallconstituteaLoanDocument.
ARTICLEII - REPRESENTATIONSANDWARRANTIES
TheBorrowerandeachoftheGuarantorsherebyrepresentandwarrantasfollows:
2.1.ThisAmendment and the CreditAgreement (in the case of the Borrower) and
Guaranty (in the case of the Guarantors) constitute legal, valid andbindingobligationsoftheBorrower
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andeachoftheGuarantorsandareenforceableagainsttheBorrowerandeach oftheGuarantorsin
accordancewiththeirterms,exceptasenforceabilitymaybelimitedbybankruptcy,insolvencyor
similarlawsaffectingtheenforcementofcreditors’rightsgenerallyorbygeneralprinciplesofequity.
2.2.AsofthedatehereofandaftergivingeffecttothetermsofthisAmendment,(i)no
DefaultorEventof Defaulthasoccurredandiscontinuingand(ii)therepresentationsandwarrantiesof
theBorrowersetforthinArticleV oftheCreditAgreementand each of the Guarantors set forth in the
Guaranty aretrue andcorrectinallmaterialrespects,excepttotheextentanysuchrepresentationor
warrantyisstatedtorelatesolelyto anearlierdate,inwhichcasesuchrepresentationorwarrantywas
trueandcorrectinallmaterialrespectsonandasof such earlier date.
ARTICLEIII- CONDITIONSPRECEDENT
ThisAmendmentshallbecomeeffectiveontheAmendmentEffectiveDate,provided,
however,thatthe effectivenessofthisAmendmentissubjecttothesatisfactionofeachofthe
followingconditionsprecedent:
3.1.The Administrative Agent shall have received counterparts of this Amendment duly
executed by the Borrower, the Guarantors, theAdministrativeAgent and the Required Lenders.
3.2.TheAdministrativeAgentshallhavereceivedacertificate,signedbyanAuthorized
Officeronbehalfof the Borrower, stating that as of the date hereof and after giving effect to the terms
of this Amendment, (A) no DefaultorEventofDefaulthasoccurredandiscontinuingand(B)the
representationsandwarrantiesoftheBorrower setforthinArticleVoftheCreditAgreement are true
andcorrectinallmaterialrespects,except to the extent any such representation or warranty is stated
to relate solely to an earlier date, in which case such representationorwarrantywastrueandcorrectin
allmaterialrespectsonandasofsuchearlierdate.
ARTICLEIV -GENERAL
4.1Reaffirmation. Each Guarantor hereby ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, under the Guaranty and each other Loan
Document executed by such Guarantor.
4.2Expenses.TheBorroweragreestoreimbursetheAdministrativeAgentupon
demandforallreasonable out-of-pocket expenses paid or incurred by theAdministrativeAgent,
including, without limitation, reasonable fees, charges and disbursements of outside counsel to the
Administrative Agent, incurred in connection with preparation, negotiation and execution of this
Amendment and any other document required to be furnished herewith.
4.3Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto in differentcounterparts),eachofwhichshallconstituteanoriginal,butallofwhich
whentakentogethershallconstitute a single contract. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy or electronically shall be effective as delivery of a
manually executed counterpart of this Amendment. The electronic signatureprovisionsofSection
14.2oftheCreditAgreementareherebyincorporatedbyreferenceandapplyhereto.
4.4Severability.Any provision in thisAmendment that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the
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operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the
provisions of thisAmendment are declared to be severable.
4.5GoverningLaw.This Amendment shall be construed in accordance with the
internal laws (without regard to the conflict of law provisions) of the State of New York, but
giving effect to federal laws applicable to national banks.
4.6Successors;Enforceability. The terms and provisions of this Amendment shall be
binding upon the Borrower, theGuarantors, theAdministrativeAgent and the Required Lenders
and their respective successors and assigns, and shall inure to the benefit of the Borrower, the
Guarantors, the Administrative Agent and the Required Lendersandtheirrespectivesuccessors
andassigns.
4.7ReferencetoandEffectontheCreditAgreement.
a.Upon the effectiveness of this Amendment, on and after the date hereof, each
reference in the CreditAgreement to “thisAgreement,” “hereunder,” “hereof,” “herein” or words of
like import shall mean and be a reference to the CreditAgreement, as amended and modified hereby.
b.Except as specifically amended above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith (including,
without limitation,alloftheLoanDocuments)shallremaininfullforceandeffectandarehereby
ratifiedandconfirmed.
c.The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of anyright,powerorremedyoftheAdministrativeAgentortheLenders,norconstitutea
waiverofanyprovisionofthe Credit Agreement or any other documents, instruments and agreements
executed and/or delivered in connection therewith.
4.8 Headings. Section headings in this Amendment are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of thisAmendment.
(signaturepagesfollow)
[Signature Page to C.H. Robinson Fifth Amendment]
INWITNESSWHEREOF,thepartiesheretohavecausedthis Amendmenttobeexecutedby
theirrespective officers thereunto duly authorized as of the date first written above.
C.H.ROBINSONWORLDWIDE,INC.,asthe
Borrower
By: /s/ Brent Schoenrock__________
Name: Brent Schoenrock
Title: Treasurer
C.H.ROBINSONCOMPANY, LLC,asa
Guarantor
By: /s/ Brent Schoenrock__________
Name: Brent Schoenrock
Title: Treasurer
C.H.ROBINSONCOMPANY, INC.,asa
Guarantor
By: /s/ Brent Schoenrock__________
Name: Brent Schoenrock
Title: Treasurer
[Signature Page to C.H. Robinson Fifth Amendment]
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and a Lender
By: /s/ Jerrod Clements__________________
Name: Jerrod Clements
Title: Senior Vice President
[Signature Page to C.H. Robinson Fifth Amendment]
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Mana Kanatsu__________________
Name: Mana Kanatsu
Title: Vice President
[Signature Page to C.H. Robinson Fifth Amendment]
BMO BANK N.A., as a Lender
By: /s/ Scott Ackerman_______________
Name: Scott Ackerman
Title: Managing Director
[Signature Page to C.H. Robinson Fifth Amendment]
JPMorgan Chase Bank, N.A., as a Lender
By: /s/ Marlon Mathews_______________
Name: Marlon Mathews
Title: Executive Director
[Signature Page to C.H. Robinson Fifth Amendment]
Bank of America, N.A., as a Lender
By: /s/ Laura L. Olson_______________
Name: Laura L. Olson
Title: Senior Vice President
[Signature Page to C.H. Robinson Fifth Amendment]
MORGAN STANLEY BANK, N.A., as a
Lender
By: /s/ Margaret Stock_______________
Name: Margaret Stock
Title: Authorized Signatory
[Signature Page to C.H. Robinson Fifth Amendment]
HSBC Bank USA, N.A., as a Lender
By: /s/ Fik Durmus__________________
Name: Fik Durmus
Title: Managing Director
[Signature Page to C.H. Robinson Fifth Amendment]
PNC BANK, NATIONAL ASSOCIATION, as a
Lender
By: /s/ Nish Chakilam________________
Name: Nish Chakilam
Title: Assistant Vice President
[Signature Page to C.H. Robinson Fifth Amendment]
BPS Paribas, as a Lender
By: /s/ Benjamin Binetter______________
Name: Benjamin Binetter
Title: Managing Director
By: /s/ Nicolas Doche ______________
Name: Nicolas Doche
Title: Director