Document

Exhibit 10.28



AMENDMENT NO. 6 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


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.  


W I T N E S S E T H:


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: 
(a)Section 7.02 is amended to restate clause (f)(iv) thereof in its entirety to read 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 
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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);
(b)Section 7.06 is amended to restate clause (e) thereof in its entirety to read as follows:
(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
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(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.
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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.
[Signature pages follow.]

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.


BORROWERS:


WORLD FUEL SERVICES CORPORATION 


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


WORLD FUEL SERVICES EUROPE, LTD.


By:  /s/ Paul T. Vian      
Name:  Paul T. Vian
Title:    Director


WORLD FUEL SERVICES (SINGAPORE) PTE LTD


By:  /s/ Francis Lee Boon Meng     
Name:  Francis Lee Boon Meng
Title:    Director


 




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GUARANTORS:


WORLD FUEL SERVICES CORPORATION 


By:  /s/ Glenn Klevitz    
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


WORLD FUEL SERVICES EUROPE, LTD.


By:  /s/ Paul T. Vian      
Name:  Paul T. Vian
Title:     Director


WORLD FUEL SERVICES (SINGAPORE) PTE LTD


By:  /s/ Francis Lee Boon Meng     
Name:  Francis Lee Boon Meng
Title:    Director














DOMESTIC SUBSIDIARIES:


ADVANCE PETROLEUM, LLC


By:  /s/ Glenn Klevitz    
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


ALTA FUELS, LLC


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


ALTA TRANSPORTATION, LLC


By:  /s/ Glenn Klevitz    
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


ASCENT AVIATION GROUP, INC.


By:  /s/ Glenn Klevitz    
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


ASSOCIATED PETROLEUM PRODUCTS, INC.


By:  /s/ Glenn Klevitz    
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


AVINODE, INC.


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


BASEOPS INTERNATIONAL, INC.


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


COLT INTERNATIONAL, L.L.C.


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer




KINECT ENERGY, INC.


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer














PAPCO, INC.


By:  /s/ Glenn Klevitz     
Name:  Glenn Klevitz
Title:    Vice President, Treasurer


THE HILLER GROUP INCORPORATED


By:  /s/ Glenn Klevitz     
Name:   Glenn Klevitz
Title:     Vice President, Treasurer 


WESTERN PETROLEUM COMPANY


By:  /s/ Glenn Klevitz     
Name:   Glenn Klevitz
Title:     Vice President, Treasurer


WORLD FUEL SERVICES COMPANY, LLC


By:  /s/ Glenn Klevitz     
Name:   Glenn Klevitz
Title:     Vice President, Treasurer


WORLD FUEL SERVICES CORPORATE AVIATION SUPPORT SERVICES, INC.


By:    /s/ Glenn Klevitz     
Name:   Glenn Klevitz
Title:     Vice President, Treasurer


WORLD FUEL SERVICES, INC.


By:   /s/ Glenn Klevitz     
Name:   Glenn Klevitz
Title:     Vice President, Treasurer
 
















FOREIGN SUBSIDIARIES:


AVINODE AKTIEBOLAG


By:  /s/ Richard Donald McMichael     
Name:  Richard Donald McMichael
Title:    Director


FALMOUTH PETROLEUM LIMITED


By:  /s/ Richard D. McMichael    
Name:   Richard D. McMichael
Title:     Director


GIB OIL LIMITED


By:  /s/ Harry Murphy    
Name:   Harry Murphy 
Title:     Director 


HENTY OIL LIMITED


By:  /s/ Richard D. McMichael    
Name:   Richard D. McMichael
Title:     Director


KINECT ENERGY AS


By:  /s/ Paul T. Vian    
Name:  Paul T. Vian
Title:    Director


By:  /s/ Michael J. Crosby    
Name:  Michael J. Crosby
Title:     Director


KINECT ENERGY GREEN SERVICES AS


By:  /s/ Paul T. Vian     
Name:  Paul T. Vian
Title:    Managing Director


By:  /s/ Michael J. Crosby     
Name:  Michael J. Crosby
Title:    Managing Director
 






















KINECT ENERGY NETHERLANDS B.V.


By:  /s/ Michael J. Crosby     
Name:   Michael J. Crosby 
Title:     Managing Director 


KINECT ENERGY SWEDEN AB


By:  /s/ Michael J. Crosby     
Name:   Michael J. Crosby 
Title:     Director 


NCS FUEL IQ LIMITED 
(f/k/a Gib Oil (UK) Limited)


By:  /s/ Gilbert C. Kearns     
Name:  Gilbert C. Kearns
Title:    Director


NORDIC CAMP SUPPLY APS


By:  /s/ Michael J. Crosby     
Name:  Michael J. Crosby
Title:    Director


NORDIC CAMP SUPPLY B.V.
By its Managing Director, The Lubricant Company Limited


By:  /s/ Richard D. McMichael    
Name:   Richard D. McMichael 
Title:     Director


PETRO AIR, CORP.


By:  /s/ Glenn Klevitz     
Name:   Glenn Klevitz 
Title:     Vice President, Treasurer 


TOBRAS DISTRIBUIDORA DE COMBUSTIVEIS LTDA.


By:  /s/ Carlos de Carvalho    
Name:  Carlos de Carvalho
Title:     Manager


TRAMP OIL (BRASIL) LTDA.


By:  /s/ Joey M. Rodriguez    
Name:   Joey M. Rodriguez
Title:     Manager












TRANS-TEC MUNDIAL S.R.L.


By:  /s/ Richard D. McMichael     
Name:   Richard D. McMichael
Title:     Manager 


WFL (UK) LIMITED


By:  /s/ Claire Bishop        
Name:   Claire Bishop
Title:     Director


WFS UK HOLDING PARTNERSHIP LP


By:  WFS US HOLDING COMPANY I LLC, 
        General Partner


By:  /s/ Richard D. McMichael     
Name:   Richard D. McMichael
Title:     President 


WORLD FUEL SERVICES (AUSTRALIA) PTY LTD.


By:  /s/ Richard Donald McMichael     
Name:   Richard Donald McMichael
Title:     Director 


By:  /s/ Davin Stuart Magee        
Name:   Davin Stuart Magee
Title:     Director 


WORLD FUEL COMMODITIES SERVICES (IRELAND) LIMITED


By:  /s/ Richard D. McMichael     
Name:   Richard D. McMichael
Title:     Director 


By:  /s/ Amy A. Quintana         
Name:   Amy A. Quintana
Title:     Company Secretary 












WORLD FUEL SERVICES AVIATION LIMITED


By:  /s/ Richard D. McMichael     
Name:   Richard D. McMichael
Title:     Director 


WORLD FUEL SERVICES CANADA, ULC


By:  /s/ Richard D. McMichael     
Name:  Richard D. McMichael
Title:     Director


WORLD FUEL SERVICES FRANCE SAS


By:  /s/ Michael J. Ranger     
Name:   Michael J. Ranger 
Title:     President 


WORLD FUEL SERVICES ITALY S.R.L.


By:  /s/ Richard D. McMichael     
Name:   Richard D. McMichael
Title:     Director 


WORLD FUEL SERVICES MÉXICO, S. DE R.L. DE C.V.


By:  /s/ Richard D. McMichael     
Name:  Richard D. McMichael
Title:    Attorney-in-Fact


WORLD FUEL SERVICES TRADING DMCC


By:  /s/ Richard D. McMichael     
Name:  Richard D. McMichael
Title:    Director


















BANK OF AMERICA, N.A., as Administrative Agent




By:  /s/ Felicia Brinson     
Name:  Felicia Brinson 
Title:    Assistant Vice President 














BANK OF AMERICA, N.A., SINGAPORE BRANCH, as Singapore Agent 




By:  /s/ Wynnie Lam    
Name:   Wynnie Lam 
Title:      Vice President 














LENDERS:


BANK OF AMERICA, N.A., as a Revolving Lender, Domestic Term Loan Lender, Swing Line Lender and L/C-BA Issuer




By:   /s/  Julia Greenwell    
Name:    Julia Greenwell
Title:       Senior Vice President 














BANK OF AMERICA, N.A., SINGAPORE BRANCH, as Singapore Term Loan Lender




By:    /s/ John Foo    
Name:   John Foo
Title:     Vice President, BANA Singapore 














HSBC BANK USA, NATIONAL ASSOCIATION, 
as a Revolving Lender


By:   /s/ Jay Fort    
Name:   Jay Fort
Title:     Senior Vice President 














HSBC UK BANK, PLC, 
as a Domestic Term Loan Lender 


By:   /s/ Michael North     
Name:   Michael North 
Title:     Relationship Director 


















WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Henry Del Campo     
Name:  Henry Del Campo 
Title:    Senior Vice President 












BANKUNITED N.A., as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Carlos E. Perez    
Name:   Carlos E. Perez 
Title:     Senior Vice President 












PNC BANK, NATIONAL ASSOCIATION, as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ James Cullen    
Name:   James Cullen 
Title:    SVP












MUFG BANK, LTD. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Christopher Taylor `    
Name:   Christopher Taylor 
Title:     Managing Director 












TD BANK, N.A., as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ M. Bernadette Collins     
Name:   M. Bernadette Colllins 
Title:     SVP 












CITIBANK, N.A., as a Revolving Lender and a Domestic Term Loan Lender


By:   /s/ Millie Schild     
Name:   Millie Schild 
Title:     Vice President 












CITIBANK, N.A. SINGAPORE BRANCH, as a Singapore Term Loan Lender




By:   /s/ Millie Schild     
Name:   Millie Schild 
Title:     Vice President 




















TRUIST BANK (as successor by merger to SunTrust Bank), as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Lincoln LaCour    
Name:   Lincoln LaCour 
Title:     Vice President 












STANDARD CHARTERED BANK, as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Kristopher Tracy     
Name:   Kristopher Tracy 
Title:     Director, Financing Solutions 
    














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


By:   /s/ Gerald R. Finney, Jr.     
Name    Gerald R. Finney, Jr. 
Title:     Senior Vice President 












SUMITOMO MITSUI BANKING CORPORATION, as a Revolving Lender and Domestic Term Loan Lender


By:   /s/ Minxiao Tian     
Name:   Minxiao Tian 
Title:     Director 












HONGKONG & SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE, as a Singapore Term Loan Lender




By:   /s/ Teng Zhan Hoong    
Name:   Teng Zhan Hoong 
Title:     Country Head of Corporate Banking 
















MIZUHO BANK, LTD., as a Revolving Lender and a Domestic Term Loan Lender


By:   /s/ Donna DeMagistris     
Name:   Donna DeMagistris 
Title:     Authorized Signatory 


 












FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Revolving Lender and Domestic Term Loan Lender




By:   /s/ Jonathan H. James     
Name:   Jonathan H. James 
Title:     Managing Director 
















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




By:   /s/ Michael Sawicki     
Name:   Michael Sawicki 
Title:     Director 


















STIFEL BANK & TRUST, as a Revolving Lender and Domestic Term Loan Lender




By:   /s/ Matthew L. Diehl     
Name:   Matthew L. Diehl 
Title:     Senior Vice President 




















IBERIABANK (f/k/a SABADELL UNITED BANK N.A.), as a Revolving Lender and Domestic Term Loan Lender




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