EXHIBIT 10.B
AMENDMENT AGREEMENT NO. 1
TO REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 1 TO REVOLVING CREDIT AND REIMBURSEMENT
AGREEMENT (this "Amendment Agreement") is made and entered into as of this 8th
day of October, 1999, by and among WORLD FUEL SERVICES CORPORATION, a Florida
corporation (the "Parent"), TRANS-TEC INTERNATIONAL, S.A., a corporation
organized under the laws of Costa Rica ("TTI") and WORLD FUEL INTERNATIONAL,
S.A., a corporation organized under the laws of Costa Rica ("WFI" and together
with the Parent and TTI, collectively, the "Borrowers" and individually a
"Borrower") and BANK OF AMERICA, N.A., successor by merger of NationsBank, N.A.,
a national banking association (the "Lender") to the Credit Agreement described
below.
W I T N E S S E T H:
WHEREAS, the Borrowers and the Lender have entered into a Revolving
Credit and Reimbursement Agreement dated June 4, 1999 (the "Credit Agreement")
pursuant to which the Lender has agreed to make available to the Borrowers a
revolving credit facility of up to $30,000,000; and
WHEREAS, as a condition to the making of loans the Lender has required
that each Domestic Subsidiary of Borrower execute a Facility Guaranty whereby it
guarantees payment of the Obligations arising under the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lender provide to the
Borrowers an additional 364 Day $10,000,000 revolving credit facility and the
Lender has agreed, subject to the terms and conditions of this Agreement, to
amend the Credit Agreement in order to provide for the additional credit
facility;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:
1. DEFINITIONS. The term "Credit Agreement" as used herein and in the
Loan Documents shall mean that certain Credit Agreement as heretofore and hereby
amended and as from time to time further amended or modified. Unless the context
otherwise requires, all capitalized terms used herein without definition shall
have the respective meanings provided therefor in the Credit Agreement.
2. AMENDMENTS. Subject to the conditions set forth herein, the Credit
Agreement shall be and hereby is amended, effective as of the date hereof, as
follows:
(a) The first "WHEREAS" paragraph in the preamble to the
Agreement is hereby amended so that as amended it shall read as
follows:
"WHEREAS, the Borrowers have requested that the
Lender make available to the Borrowers a revolving credit
facility of up to $30,000,000 (the "Revolving Credit
Facility") and a 364 day revolving credit facility of up to
$10,000,000 (the "364 Day Facility"), the proceeds of which
are to be used to repay existing indebtedness and for general
corporate purposes, which Revolving Credit Facility shall
include a letter of credit facility of up to $20,000,000 for
the issuance of standby and documentary letters of credit;
and"
(b) The following new definitions are added to SECTION 1.1 in
their appropriate alphabetical order:
"`Amendment No. 1' means Amendment Agreement No. 1 to
Revolving Credit and Reimbursement Agreement dated October 8,
1999.
`Outstanding 364 Day Obligations' means the sum of
all outstanding 364 Day Loans as of the date of determination.
`Revolving Credit Note' means the promissory note of
the Borrowers evidencing Revolving Loans executed and
delivered to the Lender substantially in the form of EXHIBIT
D-1.
`Revolving Loan' means a Loan made pursuant to the
Revolving Credit Facility.
`364 Day Commitment' means the obligation of the
Lender to make Advances to the Borrowers up to an aggregate
principal amount at any one time outstanding equal to the 364
Day Facility.
`364 Day Extension Date' means October 7, 2000 and
each date thereafter, if any, to which the 364 Day Termination
Date has been extended pursuant to SECTION 2.11, but in no
event later than the Stated Termination Date.
`364 Day Facility' means the revolving credit
facility providing for Loans of up to $10,000,000 to the
Borrowers described in SECTION 2.1(B);
`364 Day Loan' means a Loan or Advance made to the
Borrowers pursuant to a 364 Day Facility.
`364 Day Note' means the promissory note of the
Borrowers evidencing Loans executed and delivered to the
Lender as provided in SECTION 2.5(B) hereof
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substantially in the form attached thereto as EXHIBIT D-2,
with appropriate insertion as to amount, date and name of
Lender.
`364 Day Termination Date' means the earlier of (i)
the 364 Day Extension Date or (ii) the date of termination of
the Lender's obligations pursuant to SECTION 10.1 upon the
occurrence of an Event of Default, or (iii) such date as the
Borrowers may voluntarily permanently terminate the 364 Day
Facility by payment in full of all Outstanding 364
Obligations, or (iv) the occurrence of the Revolving Credit
Termination Date.
`Total Outstanding Credit Obligations' means the sum
of the Revolving Credit Outstandings and the Outstanding 364
Day Obligations.
`Total 364 Day Commitment' means a principal amount
equal to $10,000,000, as reduced from time to time in
accordance with SECTION 2.6."
(c) The following terms defined in SECTION 1.1 are hereby
amended in their entirety so that as amended they shall read as
follows:
"`Advance' means a borrowing under either the
Revolving Credit Facility or the 364 Day Facility consisting
of a Base Rate Loan or a Eurodollar Rate Loan.
`Borrowing Notice' means the notice delivered by an
Authorized Representative in connection with the Advance under
either the Revolving Credit Facility or the 364 Day Facility,
in the form of EXHIBIT B.
`Facility Termination Date' means the date on which
the Revolving Credit Termination Date and 364 Day Termination
Date shall have occurred, no Letters of Credit shall remain
outstanding and the Borrowers shall have fully, finally and
irrevocably paid and satisfied all Obligations.
`Letter of Credit Commitment' means an amount not to
exceed $20,000,000.
`Loan' or `Loans' means collectively the Revolving
Loans and the 364 Day Loans.
`Notes' means the Revolving Credit Note and the 364
Day Note.
`Outstandings' means, collectively, at any date, the
Letter of Credit Outstandings, the Revolving Credit
Outstandings and the Outstanding 364 Obligations on such date.
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(d) SECTION 2.1 of ARTICLE II of the Agreement is hereby
amended in its entirety so that as amended it shall read as follows:
"2.1 LOANS.
(a) REVOLVING LOANS. Subject to the terms and
conditions of this Agreement, the Lender agrees to make
Advances to the Borrowers under the Revolving Credit Facility
from time to time from the Closing Date until the Revolving
Credit Termination Date up to but not exceeding the Revolving
Credit Commitment, PROVIDED, however, that the Lender will not
be required and shall have no obligation to make any such
Advance (i) so long as a Default or an Event of Default has
occurred and is continuing or (ii) if the Lender has
accelerated the maturity of the Revolving Note as a result of
an Event of Default; PROVIDED further, however, that
immediately after giving effect to each such Advance, the
principal amount of Revolving Credit Outstandings plus Letter
of Credit Outstandings shall not exceed the Revolving Credit
Commitment. Within such limits, the Borrowers may borrow,
repay and reborrow under the Revolving Credit Facility on a
Business Day from the Closing Date until, but (as to
borrowings and reborrowings) not including, the Revolving
Credit Termination Date; PROVIDED, however, that (y) no
Revolving Loan that is a Eurodollar Rate Loan shall be made
which has an Interest Period that extends beyond the Stated
Termination Date and (z) each Revolving Loan that is a
Eurodollar Rate Loan may, subject to the provisions of SECTION
2.6, be repaid only on the last day of the Interest Period
with respect thereto unless such payment is accompanied by the
additional payment, if any, required by SECTION 4.5.
Notwithstanding the foregoing, the sum of outstanding
Revolving Loans made to and Letters of Credit issued for the
benefit of TTI and WFI, and in the case of Letters of Credit
those issued for the benefit of any Subsidiary of TTI or WFI,
shall at no time exceed $5,000,000.
(b) 364 DAY FACILITY. Subject to the terms and
conditions of this Agreement, the Lender agrees to make
Advances to the Borrowers under the 364 Day Facility, from
time to time from the Closing Date until the 364 Day
Termination Date up to but not exceeding the 364 Day
Commitment, PROVIDED, however, that the Lenders will not be
required and shall have no obligation to make any Advance (i)
so long as a Default or an Event of Default has occurred and
is continuing or (ii) if the Lender has accelerated the
maturity of the 364 Day Note as a result of an Event of
Default; PROVIDED further, however, that immediately after
giving effect to each Advance, the principal amount of
Outstanding 364 Day Obligations shall not exceed the Total 364
Day Commitment. Within such limits, the Borrower may borrow,
repay and reborrow hereunder, on a Business Day from the date
of Amendment No. 1 until, but (as to borrowings and
reborrowings) not including, the 364 Day Termination Date;
PROVIDED, however, that (x) no Eurodollar Loan shall be made
which has an Interest Period that extends beyond the 364 Day
Termination Date and (y) each Eurodollar Loan may, subject to
the
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provisions of SECTION 2.6, be repaid only on the last day of
the Interest Period with respect thereto unless such payment
is accompanied by the additional payment, if any, required by
SECTION 4.5. The Borrower agrees that if at any time the
Outstanding 364 Day Obligations shall exceed the Total 364 Day
Commitment, the Borrower shall immediately reduce the
outstanding principal amount of the 364 Day Loans such that,
as a result of such reduction, the Outstanding 364 Day
Obligations shall not exceed the Total 364 Day Commitment.
(c) AMOUNTS. Except as otherwise permitted by the
Lender from time to time, the aggregate unpaid principal
amount of the Revolving Credit Outstandings plus Letter of
Credit Outstandings shall not exceed at any time the Revolving
Credit Commitment, and, in the event there shall be
outstanding any such excess, the Borrowers shall immediately
make such payments and prepayments as shall be necessary to
comply with this restriction. Each Loan hereunder, other than
Base Rate Refunding Loans, and each conversion under SECTION
2.7, shall be in an amount of at least $100,000, and, if
greater than $100,000, an integral multiple of $100,000.
(d) ADVANCES. An Authorized Representative shall give
the Lender (1) at least three (3) Business Days' irrevocable
written notice by telefacsimile transmission of a Borrowing
Notice or Interest Rate Selection Notice (as applicable) with
appropriate insertions, effective upon receipt, of each Loan
that is a Eurodollar Rate Loan (whether representing an
additional borrowing hereunder or the conversion of a
borrowing hereunder from Base Rate Loans to Eurodollar Rate
Loans) prior to 10:30 A.M. and (2) irrevocable written notice
by telefacsimile transmission of a Borrowing Notice or
Interest Rate Selection Notice (as applicable) with
appropriate insertions, effective upon receipt, of each Loan
(other than Base Rate Refunding Loans to the extent the same
are effected without notice pursuant to SECTION 2.1(D)(IV))
that is a Base Rate Loan (whether representing an additional
borrowing hereunder or the conversion of borrowing hereunder
from Eurodollar Rate Loans to Base Rate Loans) prior to 10:30
A.M. on the day of such proposed Loan. Each such notice shall
specify the amount of the borrowing, the type of Loan (Base
Rate or Eurodollar Rate), the date of borrowing and, if a
Eurodollar Rate Loan, the Interest Period to be used in the
computation of interest.
(ii) Not later than 2:00 P.M. on the date
specified for each borrowing under this SECTION 2.1, the
Lender shall, pursuant to the terms and subject to the
conditions of this Agreement, make the amount of the Advance
or Advances available to the Borrowers by delivery of the
proceeds thereof to the Borrowers' Account or otherwise as
shall be directed in the applicable Borrowing Notice by the
Authorized Representative and reasonably acceptable to the
Lender.
(iii) The Borrowers shall have the option to
elect the duration of the initial and any subsequent Interest
Periods and to Convert the Loans in accordance with SECTION
2.7. Eurodollar Rate Loans and Base Rate Loans may be
outstanding at the same time, PROVIDED, HOWEVER, there shall
not be outstanding at
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any one time Eurodollar Rate Loans having more than five (5)
different Interest Periods. If the Lender does not receive a
Borrowing Notice or an Interest Rate Selection Notice giving
notice of election of the duration of an Interest Period or of
Conversion of any Loan to or Continuation of a Loan as a
Eurodollar Rate Loan by the time prescribed by SECTION 2.1(D)
OR 2.7, the Borrowers shall be deemed to have elected to
Convert such Loan to (or Continue such Loan as) a Base Rate
Loan until the Borrowers notify the Lender in accordance with
SECTION 2.7.
(iv) Notwithstanding the foregoing, if a
drawing is made under any Letter of Credit, such drawing is
honored by the Issuing Bank prior to the Stated Termination
Date, and the Borrowers shall not immediately fully reimburse
the Issuing Bank in respect of such drawing, (A) provided that
the conditions to making a Revolving Loan as herein provided
shall then be satisfied, the Reimbursement Obligation arising
from such drawing shall be paid to the Issuing Bank by the
Lender without the requirement of notice to or from the
Borrowers from immediately available funds which shall be
advanced as a Base Rate Refunding Loan by the Lender under the
Revolving Credit Facility, and (B) if the conditions to making
a Revolving Loan as herein provided shall not then be
satisfied, the Lender shall fund by payment to the Issuing
Bank in immediately available funds the purchase price from
the Issuing Bank of the Reimbursement Obligation. Any such
Base Rate Refunding Loan shall be advanced as, and shall
continue as, a Base Rate Loan unless and until the Borrowers
Convert such Base Rate Loan in accordance with the terms of
SECTION 2.7.
(e) Except as provided in SECTION 2.1(F), each
Borrower shall be jointly and severally liable as primary
obligor and not merely as surety for repayment of all
Obligations arising under the Loan Documents. Such joint and
several liability shall apply to each Borrower regardless of
whether (i) any Loan was only requested on behalf of or made
to another Borrower or the proceeds of any Loan were used only
by another Borrower, (ii) any Letter of Credit was issued on
the application of another Borrower, (iii) any interest rate
election was made only on behalf of another Borrower, or (iv)
any indemnification obligation or any other obligation arose
only as a result of the actions of another Borrower; PROVIDED
the liability of each of the Borrowers other than the Parent
under this Agreement, the Notes and the other Loan Documents
shall be limited to the maximum amount of the Obligations
under the Revolving Credit Facility and 364 Day Facility for
which such other Borrower may be liable without violating any
applicable fraudulent conveyance, fraudulent transfer or
comparable laws. Each Borrower shall retain any right of
contribution arising under applicable law against the other
Borrowers as the result of the satisfaction of any
Obligations; PROVIDED, no Borrower shall assert such right of
contribution against any other Borrower until the Obligations
shall have been paid in full.
Without limiting the foregoing provisions of this
SECTION 2.1(E), the Parent, hereby irrevocably, absolutely and
unconditionally guarantees the full and punctual payment or
performance when due, whether at stated maturity, by required
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prepayment, declaration, acceleration, demand or otherwise, of
all Obligations of each other Borrower owing to the Lender.
This guarantee constitutes a guaranty of payment and not of
collection.
It is the intention of the parties that with respect
to the Parent its obligations under the immediately preceding
paragraph shall be absolute, unconditional and irrevocable
irrespective of:
(i) any lack of validity, legality or
enforceability of this Agreement, any Note, or any
other Loan Document as to any other Borrower;
(ii) the failure of the Lender:
(A) to enforce any right or remedy
against any other Borrower or any other
Person under the provisions of this
Agreement, any Note, any other Loan Document
or otherwise, or
(B) to exercise any right or remedy
against any guarantor of, or collateral
securing, any Obligations;
(iii) any change in the time, manner or
place of payment of, or in any other term of, all or
any of the Obligations, or any other extension,
compromise or renewal of any Obligations with respect
to any other Borrower;
(iv) any reduction, limitation, impairment
or termination of any Obligations with respect to any
other Borrower or any other Person for any reason
including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to
(and the Parent hereby waives any right to or claim
of) any defense or setoff, counterclaim, recoupment
or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity,
compromise or unenforceability of, or any other event
or occurrence affecting, any Obligations with respect
to any other Borrower;
(v) any addition, exchange, release,
surrender or nonperfection of any collateral, or any
amendment to or waiver or release or addition of, or
consent to departure from, any guaranty, held by the
Lender or any holder of any Note securing any of the
Obligations; or
(vi) any other circumstance which might
otherwise constitute a defense available to, or a
legal or equitable discharge of, any other Borrower,
any surety or any guarantor.
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The Parent agrees that its joint and several
liability hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in
whole or in part) of any of the Obligations is rescinded or
must be restored by the Lender or any holder of any Note, upon
the insolvency, bankruptcy or reorganization of any other
Borrower as though such payment had not been made.
Each Borrower hereby expressly waives: (a) notice of
the Lender's acceptance of this Agreement; (b) notice of the
existence or creation or non-payment of all or any of the
Obligations; (c) presentment, demand, notice of dishonor,
protest, and all other notices whatsoever other than notices
expressly provided for in this Agreement or by applicable law
and (d) all diligence in collection or protection of or
realization upon the Obligations or any thereof, any
obligation hereunder, or any security for or guaranty of any
of the foregoing.
No delay on the Lender's part in the exercise of any
right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Lender of any right or
remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy. No action of the
Lender permitted hereunder shall in any way affect or impair
any of its rights or any of its obligations to any of the
Borrowers under this Agreement (except as otherwise waived,
modified, or amended).
(f) Notwithstanding anything herein to the contrary,
TTI and WFI shall be liable hereunder only for Advances, Loans
and Reimbursement Obligations made to it or on its behalf
hereunder together with interest relating thereto and fees and
expenses arising hereunder."
(e) SECTION 2.3 of ARTICLE II of the agreement is hereby
amended in its entirety so that as amended it shall read as follows:
"2.3. PAYMENT OF PRINCIPAL. The principal amount of
each Revolving Loan shall be due and payable to the Lender in
full on the Revolving Credit Termination Date, or earlier as
specifically provided herein. The principal amount of each 364
Day Loan shall be due and payable to the Lender in full on the
364 Day Termination Date, or earlier as specifically provided
herein. The principal amount of any Base Rate Loan may be
prepaid in whole or in part at any time. The principal amount
of any Eurodollar Rate Loan may be prepaid only at the end of
the applicable Interest Period unless the Borrowers shall pay
to the Lender the additional amount, if any, required under
SECTION 4.5. All prepayments of Loans made by the Borrowers
shall be in the amount of $100,000 or such greater amount
which is an integral multiple of $100,000, or the amount equal
to all Revolving Credit Outstandings or Outstanding 364 Day
Obligations, or such other amount as necessary to comply with
SECTION 2.1(C) or SECTION 2.7."
(f) The word "the" immediately preceding the word "Note" in
clause (e) of SECTION 2.4 is hereby deleted and the word "either"
substituted in lieu thereof.
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(g) SECTION 2.5 and SECTION 2.6 of ARTICLE II of the Agreement
are hereby amended in their entirety so that as amended they shall read
as follows:
"2.5. NOTES. (a) Revolving Loans made or Continued by
the Lender pursuant to the terms and conditions of this
Agreement shall be evidenced by the Revolving Note payable to
the order of the Lender in the amount of the Revolving Credit
Commitment, which Revolving Note shall be dated the Closing
Date and shall be duly completed, executed and delivered by
the Borrowers.
(b) 364 Day Loans made or Continued by the Lender
pursuant to the terms and conditions of this Agreement shall
be evidenced by the 364 Day Note payable to the order of the
Lender in the amount of the 364 Day Commitment, which 364 Day
Note shall be dated the date of Amendment No. 1 and shall be
duly executed and delivered by the Borrowers.
2.6 REDUCTIONS. The Borrowers shall, by notice from
an Authorized Representative, have the right from time to time
but not more frequently than once each calendar month, upon
not less than three (3) Business Days' written notice to the
Lender, effective upon receipt, to reduce either the Revolving
Credit Commitment or 364 Day Commitment, or both. Each such
reduction shall be in the aggregate amount of $500,000 or such
greater amount which is in an integral multiple of $100,000,
or the entire remaining Revolving Credit Commitment or 364 Day
Commitment, as the case may be, and shall permanently reduce
the Revolving Credit Commitment or 364 Day Commitment, as the
case may be. Each reduction of the Revolving Credit Commitment
shall be accompanied by payment of the Revolving Loans to the
extent that the principal amount of Revolving Credit
Outstandings plus Letter of Credit Outstandings exceeds the
Revolving Credit Commitment after giving effect to such
reduction, together with accrued and unpaid interest on the
amounts prepaid. Each reduction of the 364 Day Commitment
shall be accompanied by payment of 364 Day Loans to the extent
that the principal amount of Outstanding 364 Day Obligations
exceeds the 364 Day Commitment after giving effect to such
reduction, together with accrued and unpaid interest on the
amount prepaid. No such reduction shall result in the payment
of any Eurodollar Rate Loan other than on the last day of the
Interest Period of such Eurodollar Rate Loan unless such
prepayment is accompanied by amounts due, if any, under
SECTION 4.5."
(h) SECTION 2.9 is hereby amended by adding a new second
sentence thereto which sentence shall read as follows:
"For the period beginning on the date of Amendment No. 1 and
ending on the 364 Termination Date, the Borrowers agree to pay
to the Lender an unused fee equal to the Applicable Unused Fee
multiplied by the average daily amount by which the 364 Day
Commitment exceeds the Outstanding 364 Day Obligations."
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(i) SECTION 2.10 is hereby amended by inserting the phrase
"and 364 Day Facility" immediately following the phrase "Revolving
Credit Facility" appearing therein.
(j) A new SECTION 2.11 is hereby added to the Agreement which
Section shall read as follows:
"2.11. 364 DAY FACILITY EXTENSION.
(a) With the consent of the Lender, at each 364 Day
Extension Date the Borrowers can elect to extend the 364 Day
Termination Date for an additional period of 364 Days
commencing at such 364 Day Extension Date; PROVIDED, HOWEVER,
that in no event shall the 364 Day Termination Date be
extended beyond the Stated 5 Year Termination Date.
(b) If on any 364 Day Extension Date the Borrowers
have not so elected to extend the 364 Day Termination Date
then in effect, or if the Lenders has not consented to such
extension, then as to such 364 Day Termination Date, (i) the
Total 364 Day Commitment shall be reduced to zero, and (ii)
all 364 Day Outstandings shall be due and payable in full."
(k) ARTICLE III is hereby amended by changing the reference to
SECTION 2.1(C) wherever it appears therein to "SECTION 2.1(D)."
(l) Clause (e) of SECTION 6.2 is hereby amended by (i)
inserting the word "Revolving" in front of the word "Loan" in subclause
(iii) and deleting the period at the end of subclause (iii) and
inserting in lieu thereof a semi-colon, (ii) deleting the period at the
end of subclause (iv) and inserting in lieu thereof a semi-colon and
the word "and", and (iii) adding a new clause (v) reading as follows:
"(v) a 364 Day Loan, the aggregate amount of all
outstanding 364 Day Loans shall not exceed the 364 Day
Commitment."
(m) Clause (g) of SECTION 9.5 is hereby amended in its
entirety so that as amended it shall read as follows:
"(g) [reserved];"
(n) Clause (f) of SECTION 9.7 is hereby amended in its
entirety so that as amended it shall read as follows:
"(f) [reserved];"
(o) Unless the content requires otherwise (e.g., where there
is reference to any Note or a Note) wherever the word "Note" appears in
the Agreement, it shall be deemed to refer to the "Notes".
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(p) EXHIBITS B AND C are hereby amended in their entirety and
shall be in the form attached to this Amendment Agreement. In addition,
EXHIBIT D to the Agreement is hereby deemed EXHIBIT D-1 and a new
EXHIBIT D-2 in the form attached to this Amendment Agreement is hereby
added to the Agreement.
3. GUARANTORS. Each of the Guarantors has joined into the execution of
this Agreement for the purpose of consenting to the amendment contained herein
and reaffirming its guaranty of the Obligations as increased by the terms of
this Amendment Agreement.
4. BORROWERS' REPRESENTATIONS AND WARRANTIES. Each Borrower hereby
represents, warrants and certifies that:
(1) The representations and warranties made by it in
ARTICLE VII of the Credit Agreement are true on and as of the date
hereof before and after giving effect to this Agreement except that the
financial statements referred to in SECTION 7.6(A) shall be those most
recently furnished to each Lender pursuant to SECTION 8.1(A) AND (B) of
the Credit Agreement;
(b) The Borrower has the power and authority to execute and
perform this Agreement and has taken all action required for the lawful
execution, delivery and performance thereof.
(c) Except as disclosed to the Lender in writing, there has
been no material adverse change in the condition, financial or
otherwise, of the Borrower and its Subsidiaries since the date of the
most recent financial reports of the Borrower received by each Lender
under SECTION 8.1 of the Credit Agreement, other than changes in the
ordinary course of business, none of which has been a material adverse
change;
(d) The business and properties of the Borrower and its
Subsidiaries are not, and since the date of the most recent financial
report of the Borrower and its Subsidiaries received by the Bank under
SECTION 8.1 of the Credit Agreement have not been, adversely affected
in any substantial way as the result of any fire, explosion,
earthquake, accident, strike, lockout, combination of workmen, flood,
embargo, riot, activities of armed forces, war or acts of God or the
public enemy, or cancellation or loss of any major contracts; and
(e) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constituted a
Default or an Event of Default on the part of the Borrower under the
Credit Agreement or the Notes either immediately or with the lapse of
time or the giving of notice, or both.
5. CONDITIONS TO EFFECTIVENESS. This Amendment Agreement shall become
effective upon receipt by the Lender of the following:
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(a) four (4) counterparts of this Amendment Agreement executed
by the parties hereto;
(b) a 364 Day Note in favor of the Lender;
(c) an opinion of counsel for the Borrowers and each of the
Guarantors in form acceptable to the Lender;
(d) copies of resolutions of the Boards of Directors of the
Borrower and each of the Guarantors authorizing the transaction
contemplated by this Amendment Agreement certified by the Secretary or
Assistant Secretary of each Borrower and Guarantor;
(e) such other instruments and documents as the Lender may
reasonably request; and
(f) payment to the Lender of an up-front fee of $15,000 and
all other fees and expenses of Lender, including reasonable fees and
expenses of its counsel.
6. ENTIRE AGREEMENT. This Agreement 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 relative to
such subject matter. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.
BORROWERS:
WORLD FUEL SERVICES CORPORATION
WITNESS:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
TRANS-TEC INTERNATIONAL, S.A.
WITNESS:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
WORLD FUEL INTERNATIONAL, S.A.
WITNESS:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
13
GUARANTORS:
TRANS-TEC SERVICES, INC.
ADVANCE PETROLEUM, INC.
INTERNATIONAL PETROLEUM CORPORATION
INTERNATIONAL PETROLEUM CORP. OF LA
MARYLAND INTERNATIONAL PETROLEUM CORP. OF MARYLAND
DELAWARE INTERNATIONAL PETROLEUM CORP. OF DELAWARE
WORLD FUEL SERVICES, INC.
BASEOPS INTERNATIONAL, INC.
PACIFIC HORIZON PETROLEUM SERVICES INC.
ADVANCE AVIATION SERVICES, INC.
AIR-TERMINALING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
14
LENDER:
BANK OF AMERICA, N.A.,
D/B/A NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
15
EXHIBIT B
Form of Borrowing Notice
To: Bank of America, N.A.,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Credit Services
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is hereby made to the Revolving Credit and Reimbursement
Agreement dated as of June 4, 1999 (the "Agreement") by and among World Fuel
Services Corporation, Trans-Tec International, S.A. and World Fuel
International, S.A. (individually, a "Borrower") and Bank of America, N.A., as
Lender (the "Lender"). Capitalized terms used but not defined herein shall have
the respective meanings therefor set forth in the Agreement.
[INSERT NAME OF BORROWER] through its Authorized Representative hereby
gives notice to the Lender that Loans of the type and amount set forth below be
made on the date indicated:
TYPE OF LOAN INTEREST AGGREGATE
(CHECK ONE) PERIOD(1) AMOUNT(2) DATE OF LOAN(3)
--------- ------ ------ ------------
Base Rate Loan ______ _________ ____________
Eurodollar Rate Loan ______ _________ ____________
-----------------------
(1) For any Eurodollar Rate Loan, one, two, three or six months.
(2) Must be $100,000 or if greater an integral multiple of $100,000, unless
a Base Rate Refunding Loan.
(3) At least three (3) Business Days later if a Eurodollar Rate Loan;
[INSERT NAME OF BORROWER] hereby requests that the proceeds of Loans
described in this Borrowing Notice be made available to it follows:
[INSERT TRANSMITTAL INSTRUCTIONS].
The undersigned hereby certifies that:
1. No Default or Event of Default exists either now or after giving
effect to the borrowing described herein; and
2. All the representations and warranties set forth in ARTICLE VII of
the Agreement and in the Loan Documents (other than those expressly stated to
refer to a particular date) are true and
B-1
correct as of the date hereof except that the reference to the financial
statements in SECTION 7.6(A) of the Agreement are to those financial statements
most recently delivered to you pursuant to SECTION 8.1 of the Agreement (it
being understood that any financial statements delivered pursuant to SECTION
8.1(B) have not been certified by independent public accountants) and attached
hereto are any changes to the Schedules referred to in connection with such
representations and warranties.
3. All conditions contained in the agreement to the making of any Loan
requested hereby have been met or satisfied in full.
__________________________________
[Insert Name of Borrower]
BY:_______________________________
Authorized Representative
DATE:_____________________________
B-2
EXHIBIT C
Form of Interest Rate Selection Notice
To: Bank of America, N.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Credit Services
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is hereby made to the Revolving Credit and Reimbursement
Agreement dated as of June 4, 1999 (the "Agreement") by and among World Fuel
Services Corporation, a Florida corporation, Trans-Tec International, S.A., a
corporation organized under the laws of Costa Rica, and World Fuel
International, S.A., a corporation organized under the laws of Costa Rica
(collectively, the "Borrowers") and Bank of America, N.A., as Lender (the
"Lender"). Capitalized terms used but not defined herein shall have the
respective meanings therefor set forth in the Agreement.
[Insert Name of Borrower] through their Authorized Representative
hereby give notice to the Lender of the following selection of a type of Loan
and Interest Period:
TYPE OF LOAN INTEREST AGGREGATE
(CHECK ONE) PERIOD(1) AMOUNT(2) DATE OF LOAN(3)
--------- ------ ------ ------------
Base Rate Loan ______ _________ ____________
Eurodollar Rate Loan ______ _________ ____________
-----------------------
(1) For any Eurodollar Rate Loan, one, two, three or six months.
(2) Must be $100,000 or if greater an integral multiple of $100,000, unless
a Base Rate Refunding Loan.
(3) At least three (3) Business Days later if a Eurodollar Rate Loan;
__________________________________
[Insert Name of Borrower]
BY:_______________________________
Authorized Representative
DATE:_____________________________
▇-▇
▇▇▇▇▇▇▇ ▇-▇
Form of 364 Day Note
Promissory Note
(364 Day Facility)
$10,000,000.00 Atlanta, Georgia
October 8, 1999
FOR VALUE RECEIVED, WORLD FUEL SERVICES CORPORATION, a Florida
corporation, TRANS-TEC INTERNATIONAL, S.A., a corporation organized under the
laws of Costa Rica, and WORLD FUEL INTERNATIONAL, S.A., a corporation organized
under the laws of Costa Rica, (collectively, the "Borrowers"), hereby promises
to pay to the order of BANK OF AMERICA, N.A. (the "Lender"), in its individual
capacity, at the office of the Lender located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇-▇▇▇-▇▇-▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such other place or places
as the Lender may designate in writing) at the times set forth in the Revolving
Credit and Reimbursement Agreement dated as of June 4, 1999 by and between the
Borrowers and the Lender (the "Agreement" -- all capitalized terms not otherwise
defined herein shall have the respective meanings set forth in the Agreement),
in lawful money of the United States of America, in immediately available funds,
the principal amount of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or, if
less than such principal amount, the aggregate unpaid principal amount of all
Loans made by the Lender to the Borrowers pursuant to the Agreement on the 364
Day Termination Date or such earlier date as may be required pursuant to the
terms of the Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates provided in ARTICLE II of the Agreement. All or any portion of the
principal amount of Loans may be prepaid or required to be prepaid as provided
in the Agreement.
If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount and accrued
but unpaid interest shall bear interest which shall be payable on demand at the
rates per annum set forth in the proviso to SECTION 2.2 (A) of the Agreement.
Further, in the event of such acceleration, this Note shall become immediately
due and payable, without presentation, demand, protest or notice of any kind,
all of which are hereby waived by the Borrowers.
In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest due hereunder thereon at the rates set forth above.
Interest hereunder shall be computed as provided in the Agreement.
D-2-1
This Note is one of the Notes referred to in the Agreement and is
issued pursuant to and entitled to the benefits and security of the Agreement to
which reference is hereby made for a more complete statement of the terms and
conditions upon which the Loans evidenced hereby were or are made and are to be
repaid. This Note is subject to certain restrictions on transfer or assignment
as provided in the Agreement.
All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.
[Remainder of page intentionally left blank.]
D-2-2
IN WITNESS WHEREOF, the Borrowers have caused this Note to be made,
executed and delivered by their duly authorized representative as of the date
and year first above written, all pursuant to authority duly granted.
WORLD FUEL SERVICES CORPORATION
WITNESS:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------- --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
TRANS-TEC INTERNATIONAL, S.A.
WITNESS:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------- --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
WORLD FUEL INTERNATIONAL, S.A.
WITNESS:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------- --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Controller & Vice President of Finance
D-2-3
ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF
WORLD FUEL SERVICES CORPORATION
TRANS-TEC INTERNATIONAL, S.A.
WORLD FUEL INTERNATIONAL, S.A.
STATE OF GEORGIA
COUNTY OF ▇▇▇▇▇▇
Before me, the undersigned, a Notary Public in and for said County and
State on this 8th day of October, 1999 A.D., personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ known to be the Controller & Vice President of Finance of World Fuel
Services Corporation, Trans-Tec International, S.A. and World Fuel
International, S.A. (collectively, the "Borrowers"), who, being by me duly
sworn, says he works at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and that by authority duly given by, and as the act of,
the Borrowers, the foregoing and annexed Note dated October 8, 1999, was signed
by him as said Controller & Vice President of Finance on behalf of the
Borrowers.
Witness my hand and official seal this 8th day of October, 1999.
/s/ PAULON D. SPENEE
---------------------
Notary Public
(SEAL)
My commission expires: 01/20/2002
------------
D-2-4
AFFIDAVIT OF ▇▇▇▇▇ ▇▇▇▇▇
The undersigned, being first duly sworn, deposes and says that:
1. He is a Managing Director of Bank of America, N.A.. (the "Lender")
and works at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
2. The Note of World Fuel Services Corporation, Trans-Tec
International, S.A. and World Fuel International, S.A. to the Lender in the
principal amount of $10,000,000.00, dated October 8, 1999 was executed before
him and delivered to him on behalf of the Lender in Atlanta, Georgia on October
8, 1999.
This the 8th day of October, 1999.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------
▇▇▇▇▇ ▇▇▇▇▇
ACKNOWLEDGMENT OF EXECUTION
STATE OF GEORGIA
COUNTY OF ▇▇▇▇▇▇
Before me, the undersigned, a Notary Public in and for said County and
State on this 8th day of October, 1999 A.D., personally appeared ▇▇▇▇▇ ▇▇▇▇▇
who before me affixed his signature to the above Affidavit.
Witness my hand and official seal this the 8th day of October, 1999.
/s/ PAULON D. SPENEE
---------------------
Notary Public
(SEAL)
My commission expires: 01/20/2002
------------
D-2-5