EX-10.39



 Exhibit 10.39 

EXECUTION VERSION 

SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED 

RECEIVABLES PURCHASE AGREEMENT 

THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December
1, 2015, is entered into by and among the following parties: 
 (i)    FLEETCOR FUNDING LLC, as Seller
(the “Seller”); 
 (ii)    FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC,
as Servicer (the “Servicer”); 
 (iii)    PNC BANK, NATIONAL ASSOCIATION
(“PNC”), as a Committed Purchaser, as the sole Swingline Purchaser and as the Purchaser Agent for its Purchaser Group; 

(iv)    CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), as a Committed Purchaser
and as the Purchaser Agent for its and Atlantic’s Purchaser Group; 
 (v)    ATLANTIC ASSET
SECURITIZATION LLC (“Atlantic”), as a Conduit Purchaser for CACIB’s Purchaser Group; 

(vi)    WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), as a Committed Purchaser and as
the Purchaser Agent for its Purchaser Group; 
 (vii)    REGIONS BANK (“Regions”), as a
Committed Purchaser and as the Purchaser Agent for its Purchaser Group; 
 (viii)    THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as a Committed Purchaser and as the Purchaser Agent for its and Victory’s Purchaser Group; 

(ix)    VICTORY RECEIVABLES CORPORATION (“Victory”), as a Conduit Purchaser for
BTMU’s Purchaser Group; 
 (x)    SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as
a Committed Purchaser; 
 (xi)    MANHATTAN ASSET FUNDING LLC (“Manhattan”), as a
Conduit Purchaser for SMBC’s Purchaser Group; 
 (xii)    SMBC NIKKO SECURITIES AMERICA, INC.
(“SMBC Nikko”), as the Purchaser Agent for SMBC’s and Manhattan’s Purchaser Group; and 

(xiii)    PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the
“Administrator”); and 







 BACKGROUND 

A. The parties hereto are parties to that certain Fifth Amended and Restated Receivables Purchase Agreement dated as of November 14, 2014 (as
amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the
Receivables Purchase Agreement. 
 B. PNC, as assigning Committed Purchaser desires to sell, transfer and assign to the Purchasers in each
of CACIB’s Purchaser Group, Wells’s Purchaser Group, Regions’s Purchaser Group, BTMU’s Purchaser Group and SMBC’s Purchaser Group (each such Purchaser, an “Assignee Purchaser” and, collectively, the
“Assignee Purchasers”), and each Assignee Purchaser desires to purchase, receive and accept, a portion of all outstanding Purchases heretofore made by PNC; and 

C. The parties hereto desire to amend the Receivables Purchase Agreement on the terms and subject to the conditions set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows: 
 SECTION 1. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby
amended as follows: 
 (a) The definition of “Purchase Limit” set forth in Exhibit I to the
Receivables Purchase Agreement is hereby amended by replacing the amount “$1,200,000,000” where it appears therein with the amount “$950,000,000” therefor. 

(b) Schedule V to the Receivables Purchase Agreement is hereby replaced in its entirety with Schedule V attached hereto.

 SECTION 2. Rebalancing of Capital. At or before 3:00 p.m. (New York time) on the date hereof, each Assignee Purchaser shall
pay to PNC the applicable amount set forth on the flow of funds memorandum attached hereto as Exhibit A opposite such Assignee Purchaser’s (or its Purchaser Agent’s) name (such amounts, collectively, the “Total Purchase
Price”) representing a portion of the aggregate outstanding Capital amount of PNC. The payments made pursuant to this section shall be made in accordance with the wire instructions provided by PNC. Upon receipt by the PNC of the Total
Purchase Price, PNC hereby sells, transfers and assigns to the Assignee Purchasers, without recourse, representation or warranty, and each Assignee Purchaser hereby irrevocably takes, receives and accepts from PNC, its applicable portion of
PNC’s Purchases and all related rights under the Receivables Purchase Agreement and the other Transaction Documents with respect thereto (collectively, the “Total Assigned Purchases”). 

  
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 SECTION 3. Representations and Warranties of the Seller and Servicer. Each of the
Seller and the Servicer hereby represents and warrants, as to itself, to each of the Administrator, each Purchaser and each Purchaser Agent as follows: 

(a) the representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof
(unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date); 

(b) no event has occurred and is continuing, or would result from the transactions contemplated hereby, that constitutes a
Termination Event or an Unmatured Termination Event, and the Facility Termination Date has not occurred; 
 (c) the
execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Receivables Purchase Agreement, as amended hereby, are within each of its corporate powers and have been duly
authorized by all necessary corporate action on its part; and 
 (d) this Amendment and the Receivables Purchase Agreement,
as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms. 
 SECTION 4.
Effect of Amendment. All provisions of the Receivables Purchase Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables
Purchase Agreement (or in any other Transaction Document) to “this Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase
Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase
Agreement other than as set forth herein. 
 SECTION 5. Effectiveness. This Amendment shall be effective as of the date hereof and
upon satisfaction of the following conditions precedent: (a) the Administrator’s receipt of (i) counterparts of this Amendment duly executed by each of the parties hereto and (ii) such other agreements, documents, opinions, and instruments as
the Administrator shall request, (b) the payment in full and the receipt by PNC of the Total Purchase Price, in each case in accordance with Section 2 above and (c) the Aggregate Capital shall not be greater than the Purchase Limit after
giving effect to this Amendment. 
 SECTION 6. Miscellaneous. This Amendment shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and
all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart hereof. 

  
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 SECTION 7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5 -1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

SECTION 8. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason
whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the
provisions of this Amendment or the Receivables Purchase Agreement. 
 SECTION 9. Section Headings. The various headings of this
Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Receivables Purchase Agreement or any provision hereof or thereof. 

[SIGNATURES BEGIN ON NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized
officers as of the date first above written. 
 FLEETCOR FUNDING LLC, as Seller 

By: /s/ Steven Pisciotta 

Name: Steven Pisciotta 
 Title:
Treasurer 
 FLEETCOR TECHNOLOGIES OPERATING 

COMPANY, LLC, as Servicer 

By: /s/ Steven Pisciotta 

Name: Steven Pisciotta 
 Title:
Treasurer 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-1 








 PNC BANK, NATIONAL ASSOCIATION, 

as a Committed Purchaser and as Purchaser Agent 

for its Purchaser Group 
 By:
/s/ Mark Falcione 
 Name: Mark Falcione 

Title:   Executive Vice President 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-2 








 CREDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK, as a Committed Purchaser 

and as Purchaser Agent for its and Atlantic Asset 

Securitization LLC’s Purchaser Group 

By /s/ Konstantina Kourmpetis 

Name: Konstantina Kourmpetis 

Title:   Managing Director 

By: /s/ Sam Pilcer 

Name: Sam Pilcer 
 Title:
Managing Director 
 ATLANTIC ASSET SECURITIZATION LLC, 

as a Conduit Purchaser for Credit Agricole 

Corporate and Investment Bank’s Purchaser Group 

By /s/ Konstantina Kourmpetis 

Name: Konstantina Kourmpetis 

Title:   Managing Director 

By: /s/ Sam Pilcer 

Name: Sam Pilcer 
 Title:
Managing Director 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-3 








 WELLS FARGO BANK, 

NATIONAL ASSOCIATION, 

as a Committed Purchaser and as Purchaser Agent 

for its Purchaser Group 
 By:
/s/ Eero Maki 
 Name: Eero Maki 

Title: Senior Vice President 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-4 








 REGIONS BANK, as a Committed Purchaser and 

as Purchaser Agent for its Purchaser Group 

By: /s/ Linda M. Hartis 

Name: Linda M. Hartis 
 Title:
Senior Vice President 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-5 








 SUMITOMO MITSUI BANKING 

CORPORATION, as a Committed Purchaser 

By: /s/ David W. Kee 

Name: David W. Kee 
 Title:
Managing Director 
 MANHATTAN ASSET FUNDING COMPANY 

LLC, as a Conduit Purchaser for Sumitomo Mitsui 

Banking Corporation’s Purchaser Group 

By: MAF Receivables Corp., Its Member 

By: /s/ Irina Khaimova 

Name: Irina Khaimova 
 Title:
Vice President 
 SMBC NIKKO SECURITIES AMERICA, INC., 

as Purchaser Agent for Sumitomo Mitsui Banking 

Corporation’s and Manhattan Asset Funding LLC’s 

Purchaser Group 
 By: /s/
Yukimi Konno 
 Name:   Yukimi Konno 

Title: Managing Director 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-6 








 THE BANK OF TOKYO-MITSUBISHI UFJ,  

LTD., NEW YORK BRANCH, as a Committed 

Purchaser 
 By: /s/ Frank
Brown 
 Name: Frank Brown 

Title: Managing Director 

VICTORY RECEIVABLES CORPORATION, 

as a Conduit Purchaser for The Bank of Tokyo- 

Mitsubishi UFJ, Ltd., New York Branch’s 

Purchaser Group 
 By: /s/
David. V. Angelis 
 Name:   David V. Angelis 

Title: Vice President 
 THE
BANK OF TOKYO-MITSUBISHI UFJ,  
 LTD., NEW YORK BRANCH, as Purchaser 

Agent for its and Victory Receivables Corporation’s 

Purchaser Group 
 By: /s/
Eric Williams 
 Name: Eric Williams 

Title: Managing Director 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-7 








 PNC BANK, NATIONAL ASSOCIATION, 

as Administrator 
 By: /s/
Mark Falcione 
 Name: Mark Falcione 

Title:    Executive Vice President 

  
 Second Amendment to
Fifth Amended and 
 Restated Receivables Purchase Agreement 

(FleetCor) 


  
 S-8 








 SCHEDULE V 

PURCHASER GROUPS AND COMMITMENTS 
  

					
	 Purchaser Group of PNC Bank, National Association

	 Party
	  	 Capacity
	  	 Commitment

	PNC Bank, National Association	  	Committed Purchaser	  	$370,000,000
	PNC Bank, National Association	  	Purchaser Agent	  	N/A
	  
 Purchaser Group of Wells Fargo
Bank, National Association

	 Party
	  	 Capacity
	  	 Commitment

	Wells Fargo Bank, National Association	  	Committed Purchaser	  	$160,000,000
	Wells Fargo Bank, National Association	  	Purchaser Agent	  	N/A
	  
 Purchaser Group of Credit
Agricole Corporate and Investment Bank

	 Party
	  	 Capacity
	  	 Commitment

	Atlantic Asset Securitization LLC	  	Conduit Purchaser	  	N/A
	Credit Agricole Corporate and Investment Bank	  	Committed Purchaser	  	$140,000,000
	Credit Agricole Corporate and Investment Bank	  	Purchaser Agent	  	N/A
	  
 Purchaser Group of Regions
Bank

	 Party
	  	 Capacity
	  	 Commitment

	Regions Bank	  	Committed Purchaser	  	$80,000,000
	Regions Bank	  	Purchaser Agent	  	N/A
	  
 Purchaser Group of The Bank of
Tokyo-Mitsubishi UFJ, Ltd.

	 Party
	  	 Capacity
	  	 Commitment

	Victory Receivables Corporation	  	Conduit Purchaser	  	N/A
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	  	Committed Purchaser	  	$100,000,000
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	  	Purchaser Agent	  	N/A


  
 Schedule V-1 









					
	Purchaser Group of Sumitomo Mitsui Banking Corporation
	 Party
	  	 Capacity
	  	 Commitment

	Manhattan Asset Funding Co., LLC	  	Conduit Purchaser	  	N/A
	Sumitomo Mitsui Banking Corporation	  	Committed Purchaser	  	$100,000,000
	SMBC Nikko Securities America, Inc.	  	Purchaser Agent	  	N/A


  
 Schedule V-2 








 EXHIBIT A 

FLOW OF FUNDS MEMORANDUM 

  
 Exhibit A-1