Amendment No. 1 to Master Account Receivable Purchase Agreement



 Exhibit 10.1 
 WORLD FUEL SERVICES CORPORATION 
 WORLD FUEL
SERVICES, INC. 
 WORLD FUEL SERVICES EUROPE, LTD. 
 WORLD FUEL SERVICES (SINGAPORE) PTE. LTD. 
 9800 NW 41st Street 
 Suite 400 
 Miami, FL
33178 
 October 28, 2009 
 HSBC Bank USA, National Association 
 1 HSBC Center, 26th Floor, 
 Buffalo, NY 14203 
 Attn: Donna Riley 
  

	 	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 McGraw-Hill Companies, Inc. (or any successor thereto) (“S&P”) and at least Baa1 by Moody’s 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/ Steven P. Klueg	 		 	By:	 	/s/ Michael Clementi
	Name:	 	Steven P. Klueg	 		 	Name:	 	Michael Clementi
	Title:	 	Vice President & Treasurer	 		 	Title:	 	Director
			
	 WORLD FUEL SERVICES (SINGAPORE) PTE. LTD.,
 as a Seller
	 		 	 WORLD FUEL SERVICES CORPORATION,
 as the Parent

					
	By:	 	/s/ Francis Lee	 		 	By:	 	/s/ Steven P. Klueg
	Name:	 	Francis Lee	 		 	Name:	 	Steven P. Klueg
	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/ Shawn Alexander	 		 		 	
	Name:	 	Shawn Alexander	 		 		 	
	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/ Brian J. Fulk
	Name:	 	Brian J. Fulk
	Title:	 	Director
	
	 THE ROYAL BANK OF SCOTLAND PLC, 
 as a Bank

		
	By:	 	/s/ L. Peter Yetman
	Name:	 	L. Peter Yetman
	Title:	 	Senior Vice President
	
	TD BANK, N.A., as a Bank
		
	By:	 	/s/ Deborah Gravinese
	Name:	 	Deborah Gravinese
	Title:	 	Senior Vice President
	
	BNP PARIBAS, as a Bank
		
	By:	 	/s/ George Andrianos
	Name:	 	George Andrianos
	Title:	 	Director
		
	By:	 	/s/ Rolando Perez-Elorza
	Name:	 	Rolando Perez-Elorza
	Title:	 	Managing Director
	
	 WELLS FARGO HSBC TRADE BANK, N.A.,
 as a Bank

		
	By:	 	/s/ Ayodele Adeyemi
	Name:	 	Ayodele Adeyemi
	Title:	 	Vice-President