EXHIBIT 10.d
Form of Revolving Note
Promissory Note
(Revolving Credit Facility)
$25,000,000 Charlotte, North Carolina
November 30, 1998
FOR VALUE RECEIVED, WORLD FUEL SERVICES CORPORATION, a Florida
corporation having its principal place of business located in Miami Springs,
Florida (the "Borrower"), hereby promises to pay to the order of NATIONSBANK,
N.A. (the "Lender"), in its individual capacity, at the office of the Lender
located at One Independence Center, 101 North Tryon Street, NC1-001-15-04,
Charlotte, North Carolina 28255 (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 November 30, 1998 by and between the
Borrower 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 TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000) or,
if less than such principal amount, the aggregate unpaid principal amount of all
Loans made by the Lender to the Borrower pursuant to the Agreement on the
Revolving Credit 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 Borrower.
In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees 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.
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
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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.
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IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.
WORLD FUEL SERVICES CORPORATION
WITNESS:
- ------------------------------- By: /s/ CARLOS ABAUNZA
-----------------------
- ------------------------------- Name: CARLOS ABAUNZA
----------------------
Title: Chief Financial Officer
----------------------
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ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF
WORLD FUEL SERVICES CORPORATION
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, a Notary Public in and for said County and
State on this 9th day of November, 1998 A.D., personally appeared Carlos Abaunza
known to be the Chief Financial Officer of World Fuel Services Corporation (the
"Borrower"), who, being by me duly sworn, says he works at World Fuel Services
Corporation and that by authority duly given by, and as the act of, the
Borrower, the foregoing and annexed Note dated November 30, 1998, was signed by
him as said Chief Financial Officer on behalf of the Borrower.
Witness my hand and official seal this 9th day of November, 1998.
Terry Witcher
-------------
Notary Public
(SEAL)
My commission expires: August 18, 1999
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AFFIDAVIT OF RICHARD M. STARKE
The undersigned, being first duly sworn, deposes and says that:
1. He is a Senior Vice President of NationsBank, N.A (the "Lender") and
works at 100 S.E. Second Street, 14th Floor, Miami, Florida 33131.
2. The Note of World Fuel Services Corporation to the Bank in the
principal amount of $25,000,000 dated November 30, 1998 was executed before him
and delivered to him on behalf of the Lender in Charlotte, North Carolina on
November 9th, 1998.
This the 9th day of November, 1998.
Name: Richard M. Starke
ACKNOWLEDGMENT OF EXECUTION
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, a Notary Public in and for said County and
State on this 9th day of November, 1998 A.D., personally appeared Richard M.
Starke who before me affixed his signature to the above Affidavit.
Witness my hand and official seal this 9th day of November, 1998.
Terry Witcher
-------------
Notary Public
(SEAL)
My Commission Expires: August 18, 1999
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