Amendment No. 6 to the Fourth Amended and Restated Credit Agreement, dated as of November 24, 2021, among World Fuel Services Corporation, World Fuel Services Europe, Ltd., World Fuel Services (Singapore) Pte Ltd, and certain other Subsidiaries, as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions named therein as lenders

This AMENDMENT NO. 6 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 24, 2021, is made by and among WORLD FUEL SERVICES CORPORATION, a Florida corporation (“WFS”), WORLD FUEL SERVICES EUROPE, LTD., a corporation organized and existing under the laws of the United Kingdom (“WFS Europe”), and WORLD FUEL SERVICES (SINGAPORE) PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore (“WFS Singapore”, and together with WFS and WFS Europe, each a “Borrower” and collectively the “Borrowers”), each of the undersigned Guarantors, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders generally (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., SINGAPORE BRANCH (“Bank of America Singapore”), in its capacity as administrative agent for the Singapore Term Loan Facility (in such capacity, the “Singapore Agent”), and each of the Lenders (defined below) signatory hereto. Except as expressly provided herein, capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement, as defined below after giving effect to this Amendment.

WHEREAS, the Borrowers, Bank of America, as Administrative Agent, Swing Line Lender and L/C-BA Issuer, and certain banks and other financial institutions (the “Lenders”) have entered into that Fourth Amended and Restated Credit Agreement dated as of October 10, 2013 (as amended by that certain Amendment No. 1 to Fourth Amended and Restated Credit Agreement, and Joinder Agreement dated as of January 30, 2015, that certain Amendment No. 2 to Fourth Amended and Restated Credit Agreement, and Joinder Agreement dated as of October 26, 2016, that certain Amendment No. 3 to Fourth Amended and Restated Credit Agreement dated as of May 12, 2017, that certain Amendment No. 4 to Fourth Amended and Restated Credit Agreement dated as of January 30, 2018, that certain Amendment No. 5 to Fourth Amended and Restated Credit Agreement dated as of July 23, 2019, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Fourth Amended Credit Agreement”; references herein to the “Credit Agreement” shall mean the Fourth Amended Credit Agreement after giving effect to this Amendment);

WHEREAS, the Guarantors and the Administrative Agent entered into that certain Third Amended and Restated Guaranty Agreement dated as of October 10, 2013, pursuant to which the Guarantors agreed to guarantee payment of the Obligations;

WHEREAS, the Borrowers have requested that the Lenders make certain amendments to the Fourth Amended Credit Agreement, which amendments shall, among other things, provide the Borrowers with a “leverage holiday” in connection with certain Permitted Acquisitions, and the Lenders party to this Amendment are willing to so amend the Fourth Amended Credit Agreement as provided in, and on the terms and conditions contained in, this Amendment and the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Fourth Amended Credit Agreement. Subject to the terms and conditions set forth herein, effective as of the Amendment Effective Date (as defined below), the Fourth Amended Credit Agreement shall be amended as follows:

(iv)     after giving Pro Forma Effect to such Acquisition and any indebtedness related thereto, the Borrowers shall be in compliance with Section 7.11 (after giving effect to any permitted increase in the then applicable level as provided for in Section 7.11(d)), (provided that, in the case of any Acquisition (i) consummated after the end of the fourth fiscal quarter of a fiscal year and prior to the delivery of audited

financials for such fiscal year, such pro forma calculations may be based, to the extent approved by Administrative Agent, on financial information that complies with the requirements of Section 6.01(b) and (ii) that is a Limited Condition Transaction, compliance with the Consolidated Senior Leverage Ratio shall be measured as of the date elected by the Borrowing Agent pursuant to Section 1.13(c) (but giving prospective effect to any permitted increase in the then applicable level as provided in Section 7.11(d))) and, in the case of any Acquisition for consideration in excess of the Threshold Amount, WFS shall have delivered to the Administrative Agent a Compliance Certificate demonstrating compliance with the requirements of this clause (iv);

(e) WFS may (i) at its option, prepay or exercise any call or cash settlement option held by it with respect to Permitted Convertible Notes or any portion thereof and (ii) fulfill its obligation with respect to a put right (as opposed to a conversion right) exercised by a holder of Permitted Convertible Notes, in each case, so long as (A) immediately after giving effect to any such prepayment or call or cash settlement, Available Liquidity is at least $300,000,000, (B) after giving Pro Forma Effect to any Indebtedness incurred in connection with such prepayment or call or cash settlement, the Consolidated Senior Leverage Ratio is not greater than 3.50 to 1.00, and (C) immediately before and immediately after giving effect to any such prepayment or call or cash settlement, no Default or Event of Default shall have occurred and be continuing; provided that if either or both of clauses (A) and/or (B) of this clause (e) are not satisfied with respect to any such prepayment, call or cash settlement, WFS may still make such prepayment, call or cash settlement to the extent permitted under Section 7.06(d);

    (c) Section 7.11(d) is amended and restated in its entirety to read as follows:

(d)        Consolidated Senior Leverage Ratio. Permit the Consolidated Senior Leverage Ratio as of the end of any fiscal quarter of WFS to be greater than 3.75 to 1.00. Notwithstanding the foregoing, not more than two times after the Closing Date, the Borrowing Agent, by notice to the Administrative Agent, shall be permitted to increase the maximum permitted Consolidated Senior Leverage Ratio to 4.50 to 1.00 in connection with any Permitted Acquisition occurring after the Closing Date for which the cost of Acquisition (including, without duplication, the assumption or incurrence of indebtedness in connection with such Acquisition) is equal to or in excess of $150,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive fiscal quarters immediately thereafter; provided that, there shall be at least one full fiscal quarter following the cessation of the initial increase period, if any, during which no such increase shall be in effect before the Borrowers may be permitted to invoke a second increase in the maximum Consolidated Senior Leverage Ratio hereunder.

2.Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Fourth Amended Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent (the date of such satisfaction, the “Amendment Effective Date”):

(a)the Administrative Agent shall have received counterparts of this Amendment, duly executed by each Borrower, each Guarantor, the Administrative Agent and the Required Lenders;

(b)    each of the representations and warranties set forth in Sections 3(a) through (d) below is true and correct; and

(c)    all fees and expenses payable to the Administrative Agent (unless waived by the Administrative Agent) (including the reasonable fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

3.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrowers represent and warrant to the Administrative Agent and the Lenders as follows:

(a)The representations and warranties contained in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties of the Borrowers that are qualified by materiality or a Material Adverse Effect qualifier, which representations and warranties shall be true in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for those representations and warranties of the Borrowers that are qualified by materiality or a Material Adverse Effect qualifier, which representations and warranties shall be true in all respects) as of such earlier date;

(b)The Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Material Subsidiaries or were otherwise required to become Guarantors under the terms of the Fourth Amended Credit Agreement, and each of such Persons has become and remains a party to the Guaranty as a Guarantor;

(c)This Amendment has been duly authorized, executed and delivered by the Borrowers and the Guarantors party hereto and constitutes a legal, valid and binding obligation of such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and

(d)No Default or Event of Default has occurred and is continuing.

4.Entire Agreement. This Amendment, together with the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

5.Full Force and Effect of Amendment. Except as hereby specifically amended, modified or supplemented, the Fourth Amended Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms. The parties hereto agree and understand that the amendment to the Fourth Amended Credit Agreement provided by Section 1 shall be deemed effective on the Amendment Effective Date.

6.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, facsimile or other electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

7.Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York.

8.Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

9.References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Fourth Amended Credit Agreement, as amended hereby.

10.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent, the Guarantors, the Lenders and their respective successors and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

11.Loan Document. This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Paul T. Vian     

Name: Paul T. Vian

Title: Director

By: /s/ Francis Lee Boon Meng    

Name: Francis Lee Boon Meng

Title: Director

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Paul T. Vian     

Name: Paul T. Vian

Title: Director

By: /s/ Francis Lee Boon Meng    

Name: Francis Lee Boon Meng

Title: Director

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz    

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Richard Donald McMichael     

Name: Richard Donald McMichael

Title: Director

By: /s/ Richard D. McMichael    

Name: Richard D. McMichael

Title: Director

By: /s/ Harry Murphy    

Name: Harry Murphy

Title: Director

By: /s/ Richard D. McMichael    

Name: Richard D. McMichael

Title: Director

By: /s/ Paul T. Vian    

Name: Paul T. Vian

Title: Director

By: /s/ Michael J. Crosby    

Name: Michael J. Crosby

Title: Director

By: /s/ Paul T. Vian     

Name: Paul T. Vian

Title: Managing Director

By: /s/ Michael J. Crosby     

Name: Michael J. Crosby

Title: Managing Director

By: /s/ Michael J. Crosby     

Name: Michael J. Crosby

Title: Managing Director

By: /s/ Michael J. Crosby     

Name: Michael J. Crosby

Title: Director

By: /s/ Gilbert C. Kearns     

Name: Gilbert C. Kearns

Title: Director

By: /s/ Michael J. Crosby     

Name: Michael J. Crosby

Title: Director

By: /s/ Richard D. McMichael    

Name: Richard D. McMichael

Title: Director

By: /s/ Glenn Klevitz     

Name: Glenn Klevitz

Title: Vice President, Treasurer

By: /s/ Carlos de Carvalho    

Name: Carlos de Carvalho

Title: Manager

By: /s/ Joey M. Rodriguez    

Name: Joey M. Rodriguez

Title: Manager

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Manager

By: /s/ Claire Bishop        

Name: Claire Bishop

Title: Director

By: WFS US HOLDING COMPANY I LLC,

General Partner

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: President

By: /s/ Richard Donald McMichael     

Name: Richard Donald McMichael

Title: Director

By: /s/ Davin Stuart Magee        

Name: Davin Stuart Magee

Title: Director

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Director

By: /s/ Amy A. Quintana         

Name: Amy A. Quintana

Title: Company Secretary

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Director

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Director

By: /s/ Michael J. Ranger     

Name: Michael J. Ranger

Title: President

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Director

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Attorney-in-Fact

By: /s/ Richard D. McMichael     

Name: Richard D. McMichael

Title: Director

By: /s/ Felicia Brinson     

Name: Felicia Brinson

Title: Assistant Vice President

By: /s/ Wynnie Lam    

Name: Wynnie Lam

Title: Vice President

By: /s/ Julia Greenwell    

Name: Julia Greenwell

Title: Senior Vice President

By: /s/ John Foo    

Name: John Foo

Title: Vice President, BANA Singapore

HSBC BANK USA, NATIONAL ASSOCIATION,

By: /s/ Jay Fort    

Name: Jay Fort

Title: Senior Vice President

HSBC UK BANK, PLC,

By: /s/ Michael North     

Name: Michael North

Title: Relationship Director

By: /s/ Henry Del Campo     

Name: Henry Del Campo

Title: Senior Vice President

By: /s/ Carlos E. Perez    

Name: Carlos E. Perez

Title: Senior Vice President

By: /s/ James Cullen    

Name: James Cullen

Title: SVP

By: /s/ Christopher Taylor `    

Name: Christopher Taylor

Title: Managing Director

By: /s/ M. Bernadette Collins     

Name: M. Bernadette Colllins

Title: SVP

By: /s/ Millie Schild     

Name: Millie Schild

By: /s/ Millie Schild     

Name: Millie Schild

Title: Vice President

By: /s/ Lincoln LaCour    

Name: Lincoln LaCour

Title: Vice President

By: /s/ Kristopher Tracy     

Name: Kristopher Tracy

Title: Director, Financing Solutions

By: /s/ Gerald R. Finney, Jr.     

Name Gerald R. Finney, Jr.

Title: Senior Vice President

By: /s/ Minxiao Tian     

Name: Minxiao Tian

Title: Director

By: /s/ Teng Zhan Hoong    

Name: Teng Zhan Hoong

Title: Country Head of Corporate Banking

By: /s/ Donna DeMagistris     

Name: Donna DeMagistris

Title: Authorized Signatory

By: /s/ Jonathan H. James     

Name: Jonathan H. James

Title: Managing Director

By: /s/ Michael Sawicki     

Name: Michael Sawicki

Title: Director

By: /s/ Matthew L. Diehl     

Name: Matthew L. Diehl

Title: Senior Vice President

By: /s/ Jaime Ortega     

Name: Jaime Ortega

Title: EVP

FIRST HORIZON BANK, as a Revolving Lender and Domestic Term Loan Lender

By: /s/ Demetrio Papatriantafyllou     

Name: Demetrio Papatriantafyllou

Title: Vice President – Corporate Lending