Amendment No. 3 to the Fourth Amended and Restated Credit Agreement, dated as of May 12, 2017, among World Fuel Services Corporation, World Fuel Services Europe, Ltd. and World Fuel Services (Singapore) Pte Ltd, as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions named therein as lenders

This AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 12, 2017, 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 under the Fourth Amended Credit Agreement (defined below) (collectively, the “Lenders”) 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 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 16, 2016, and as further amended, supplemented, restated 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 Fourth 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, as set forth herein;

WHEREAS, the Administrative Agent and the Lenders signatory hereto are willing to effect such amendments on the terms and conditions contained in this Amendment;

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 is amended as follows:

(a)    Section 1.08 is amended and restated in its entirety to read as follows:

1.08    Adjustments for Acquisitions and Material Dispositions.

For each period of four fiscal quarters ending following the date of any Acquisition or any Material Disposition consummated after the Closing Date, for purposes of determining the Consolidated Total Leverage Ratio, the Consolidated Senior Leverage Ratio and Consolidated Interest Coverage Ratio, the consolidated results of operations of WFS and its Restricted Subsidiaries shall include the results of operations of the Person or assets subject to such Acquisition or exclude the results of operations of the Person or assets subject to such Material Disposition, as the case may be, on a historical pro forma basis to the extent information in sufficient detail concerning such historical results of such Person or assets is reasonably available, and which amounts shall include only adjustments reasonably satisfactory to Administrative Agent and shall not include any synergies resulting from such Acquisition or adjustments resulting from such Material Disposition other than those permitted pursuant to Regulation S-X of the SEC

(b)    The definition of “Material Acquisition” is deleted in its entirety and all references in the Credit Agreement to such term shall be deemed to refer to “Acquisition”.

2.Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Fourth Amended Credit Agreement herein provided shall be effective as of March 31, 2017 (the “Amendment Effective Date”), upon to the satisfaction of the following conditions precedent:

(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; and

(b)    any 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.Consent and Confirmation of the Guarantors. Each of the Guarantors hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Collateral Documents to which such Guarantor is a party and the Guaranty (including without limitation the continuation of each such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments

contemplated hereby) and the enforceability of such Collateral Documents and the Guaranty against such Guarantor in accordance with their respective terms.

4.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 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 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 after the Closing Date, 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.

(a)    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 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.

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 Credit Agreement, as amended hereby.

10.Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of 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.

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/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

By: /s/ Adrienne B. Bolan

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Sr. Vice President and Treasurer

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Christopher J. White

Name: Christopher J. White

Title: Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Christopher J. White

By: /s/ Christopher J. White

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Managing Director

By: /s/ Adrienne B. Bolan

Name: Adrienne B. Bolan

Title: Director

By: /s/ Marcio da Silva de Minezes

Name: Marcio da Silva de Minezes

Title: Manager

By: /s/ Christopher J. White

Name: Christopher J. White

Title: Director

By: /s/ Riyan Qirbi

Name: Riyan Qirbi

Title: General Manager & Director

By: /s/ Denise Jones

Name: Denise Jones

Title: Assistant Vice President

By: /s/ Wynnie Lam

Name: Wynnie Lam

Title: Vice President

By: /s/ Tony Keranov

Name: Tony Keranov

Title: Senior Vice President

HSBC BANK USA, NATIONAL ASSOCIATION,

By: /s/ Peter Hart

Name: Peter Hart

Title: Senior Vice President

By: /s/ Steven Cramell

Name: Steven Cramell

Title: Managing Director and Head of Commercial Banking

   

TD BANK, N.A., as a Revolving Lender and

Domestic Term Loan Lender

By: /s/ Vijay Prasad

Name: Vijay Prasad

Title: Senior Vice President

By: /s/ Gregory Roll

Name: Gregory Roll

Title: Senior Vice President

CITIBANK, N.A., as a Revolving Lender and

Domestic Term Loan Lender

By: /s/ Millie Schild

Name: Millie Schild

By: /s/ Millie Schild

Name: Millie Schild

By: /s/ John Horst

Name: John Horst

By: /s/ Donna DiMagistri

Name: Donna DiMagistri

Title:     Authorized Signatory

By: /s/ James D. Weinstein

Name: James D. Weinstein

Title: Managing Director

By:/s/ Krutesh Trivedi

Name: Krutesh Trivedi

Title: Vice Presdient

By: /s/ Mikhail Faybusovich

Name: Mikhail Faybusovich

Title:     Authorized Signatory

By: /s/ Lee Baerlocher

Name: Lee Baerlocher

Title:     Authorized Signatory

By: /s/ David Miller

Name: David Miller

Title: Vice President

By: /s/ Daniel Mattern

Name: Daniel Mattern

Title: Associate Director

 

            

By: /s/ Charles. J. Klenk

Name: Charles. J. Klenk

Title: Senior Vice President

By: /s/ Alfred J. Bacci

Name: Alfred J. Bacci

Title: Managing Director

COMERICA BANK, as a Revolving Lender and Domestic Term Loan Lender

By: /s/ Gerald F. Finney, Jr.

Name Gerald F. Finney, Jr.

Title:     Vice President

By: /s/ Louise Brechin

Name: Louise Brechin

Title: Director

EXECUTED IN NEW YORK

By: /s/ Christopher Meade

Name: Christopher Meade

Title: Vice President

By: /s/ Alexander Birr

Name: Alexander Birr

Title: Senior Vice President

By: /s/ Jonathan Hart

Name: Jonathan Hart

Title: Vice President

By: /s/ Jonathan James

Name: Jonathan James

Title: Senior Vice President

By: /s/ Victor Notaro

Name: Victor Notaro

Title: Senior Vice President

By: /s/ Frank Parrella

Name: Frank Parrella

Title: Commercial Credit Executive

By: /s/ Michael Pelletier

Name: Michael Pelletier

Title: Senior Vice President

By: /s/ Michael Sawiki

Name: Michael Sawiki

Title: Director, Corporate Banking

By: /s/ Matthew L. Diehl    

Name: Matthew L. Diehl    

Title: Senior Vice President