WORLD FUEL SERVICES CORPORATION WORLD FUEL SERVICES, INC. WORLD FUEL SERVICES EUROPE, LTD. WORLD FUEL SERVICES (SINGAPORE) PTE. LTD. Suite 400 Miami, FL 33178 October 28, 2009
Exhibit 10.1
WORLD FUEL SERVICES CORPORATION
WORLD FUEL SERVICES, INC.
WORLD FUEL SERVICES EUROPE, LTD.
WORLD FUEL SERVICES (SINGAPORE) PTE. LTD.
0000 XX 00xx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
October 28, 2009
HSBC Bank USA, National Association
0 XXXX Xxxxxx, 00xx Xxxxx,
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
| Re: | Amendment No. 1 to Master Accounts Receivable Purchase Agreement |
Ladies and Gentlemen:
Reference is made to that certain MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of September 30, 2008 (the “Existing Agreement”), between WORLD FUEL SERVICES, INC., a corporation organized under the laws of Texas, WORLD FUEL SERVICES EUROPE, LTD., a company organized under the laws of England and Wales, WORLD FUEL SERVICES (SINGAPORE) PTE. LTD., a company organized under the laws of Singapore, WORLD FUEL SERVICES CORPORATION, a corporation organized under the laws of Florida, THE BANKS PARTY THERETO, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Existing Agreement.
The Facility Parties hereby request that each Bank agrees to the following amendment of the Existing Agreement (this “Amendment”):
| 1. | Amendment. Pursuant the terms hereof, on the Effective Date (as defined herein), clause (x) of Section 9.1(i) of the Existing Agreement is hereby amended by deleting it in its entirety and inserting, in lieu thereof, the following: |
“(x) The Insurer shall cease to have a financial strength rating of at least BBB+ by Standard & Poor’s, a Division of The XxXxxx-Xxxx Companies, Inc. (or any successor thereto) (“S&P”) and at least Baa1 by Xxxxx’x Investor Services, Inc. (or any successor thereto) (“Moody’s”; and together with S&P, each a “Rating Agency”); provided, the cessation of coverage of the Insurer by one Rating Agency shall not constitute a Termination Event so long as (A) the other Rating Agency is then covering the Insurer, and (B) the financial strength rating of the Insurer by such other Rating Agency conforms to at least the applicable minimum rating set forth in this clause (x), or”.
| 2. | Effective Date. This Amendment shall become effective as of the date hereof (the “Effective Date”) upon receipt by the Administrative Agent of a fully executed counterpart of this Amendment. Upon and after the Effective Date, all references to the Existing Agreement in |
| any Facility Document shall mean the Existing Agreement as amended by this Amendment. Except as expressly provided herein, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of or constitute a consent to or waiver of any noncompliance with the provisions of the Existing Agreement, and, except as specifically provided herein, the Existing Agreement shall remain in full force and effect. |
| 3. | Representations and Warranties. |
| (a) | Each of the Facility Parties hereby restates each of the representations and warranties set forth in the Existing Agreement, as amended by this Amendment, and represents and warrants to the Banks that they are true and correct on and as of the date hereof in all material respects and with the same effect as if made on the date hereof, except to the extent such representations and warranties specifically relate to an earlier date (in which case they shall be true and correct in all material respects as of such earlier date). |
| (b) | Each of the Facility Parties has the requisite power to enter into and deliver this Amendment, and it has taken all necessary corporate or other action required to authorize the execution, delivery and performance of this Amendment. |
| (c) | This Amendment constitutes the legal, valid and binding obligations of each of the Facility Parties, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law, and shall not be in conflict with, result in a breach of or, with notice or lapse of time or both, constitute a default under, any indenture, agreement or other instrument, or result in the creation or imposition of any Adverse Claim. |
| (d) | Neither the execution nor the delivery of this Amendment or any of the other documents related hereto or thereto, nor the performance of or compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach of any Laws, or any other agreement or instrument binding upon any of the Facility Parties or any of its properties, or conflict with or result in a breach of any provision of any of the Facility Parties. |
| (e) | No authorization, consent or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by any of the Facility Parties for the due execution, delivery and performance by it of this Amendment. |
| 4. | Counterparts. This Amendment may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. |
| 5. | Governing Law. This Amendment shall be governed by and construed in accordance with laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law. |
Please confirm your agreement with the foregoing by executing this Amendment in the space provided below.
Sincerely,
| WORLD FUEL SERVICES, INC., as a Seller | WORLD FUEL SERVICES EUROPE, LTD., as a Seller | |||||||
| By: | /s/ Xxxxxx X. Xxxxx | By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Vice President & Treasurer | Title: | Director | |||||
| WORLD FUEL SERVICES (SINGAPORE) PTE. LTD., as a Seller |
WORLD FUEL SERVICES CORPORATION, as the Parent | |||||||
| By: | /s/ Xxxxxxx Xxx | By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxxx Xxx | Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Managing Director | Title: | Vice President & Treasurer | |||||
| Agreed and accepted | ||||||||
| as of date above first written: | ||||||||
| HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent and a Bank |
||||||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||||||
| Name: | Xxxxx Xxxxxxxxx | |||||||
| Title: | Vice President | |||||||
| [BANKS’ CONSENTS CONTINUE ON NEXT PAGE] | ||||||||
| Consented to as of the date | ||
| above first written: | ||
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Bank | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: | Xxxxx X. Xxxx | |
| Title: | Director | |
| THE ROYAL BANK OF SCOTLAND PLC, as a Bank | ||
| By: | /s/ L. Xxxxx Xxxxxx | |
| Name: | L. Xxxxx Xxxxxx | |
| Title: | Senior Vice President | |
| TD BANK, N.A., as a Bank | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Senior Vice President | |
| BNP PARIBAS, as a Bank | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Director | |
| By: | /s/ Xxxxxxx Xxxxx-Xxxxxx | |
| Name: | Xxxxxxx Xxxxx-Xxxxxx | |
| Title: | Managing Director | |
| XXXXX FARGO HSBC TRADE BANK, N.A., as a Bank | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Vice-President | |
