EX-10.1






SEVENTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of February 6, 2012, 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) MARKET STREET FUNDING LLC (“Market Street”), as a Related
Committed Purchaser and as a Conduit Purchaser;




(iv) PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for Market Street’s
Purchaser Group;




(v) ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a Conduit
Purchaser




(vi) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as a
Related Committed Purchaser;




(vii) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as
Purchaser Agent for Atlantic’s Purchaser Group;




(viii) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells”), as a Related
Committed Purchaser and as Purchaser Agent; and




(ix) PNC BANK, NATIONAL ASSOCIATION, as “Administrator”




(in such capacity, the “Administrator”).



BACKGROUND




A. The parties hereto are parties to that certain Fourth Amended and Restated Receivables
Purchase Agreement dated as of October 29, 2007 (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. The parties hereto desire to amend the Receivables Purchase Agreement and to join Wells as
a party to the Receivables Purchase Agreement, in each case, 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. Joinder of Wells to the Receivables Purchase Agreement.




(a) Wells as a Related Committed Purchaser. From and after the date hereof,
Wells shall be a Related Committed Purchaser party to the Receivables Purchase Agreement for
all purposes thereof and of the other Transaction Documents, and Wells assumes all related
rights and agrees to be bound by all of the terms and provisions applicable to Related
Committed Purchasers contained in the Receivables Purchase Agreement and the other
Transaction Documents. Wells confirms that (i) it has received a copy of the Receivables
Purchase Agreement and copies of such other Transaction Documents, and other documents and
information as it has requested and deemed appropriate to make its own credit analysis and
decision to enter into this Amendment and the Receivables Purchase Agreement and (ii) it
will, independently and without reliance upon the Administrator, any Conduit Purchaser, any
Purchaser Agent or any other Related Committed Purchaser and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Receivables Purchase Agreement and the
other Transaction Documents.




(b) Appointment of Wells as Purchaser Agent of Wells’ Purchaser Group. Wells
hereby designates itself as, and Wells hereby agrees to perform the duties and obligations
of, the Purchaser Agent for Wells’ Purchaser Group. From and after the date hereof, Wells
shall be a Purchaser Agent party to the Receivables Purchase Agreement, for all purposes of
the Receivables Purchase Agreement and the other Transaction Documents, and Wells assumes
all related rights and agrees to be bound by all of the terms and provisions applicable to
Purchaser Agents contained in the Receivables Purchase Agreement and the other Transaction
Documents.




(c) Consent to Joinder. Each of the parties hereto consents to the foregoing
joinder of Wells as a party to the Receivables Purchase Agreement, and any otherwise
applicable conditions precedent thereto under the Receivables Purchase Agreement and the
other Transactions Documents (other than as set forth herein) are hereby waived.



SECTION 2. Amendments to the Receivables Purchase Agreement.




(a) The following paragraph is hereby inserted at the end of Section 1.1 of the
Receivables Purchase Agreement:




“Each of the parties hereto hereby acknowledges and agrees that from and after
the date hereof, the Purchaser Group that includes Wells, as Purchaser Agent and
Purchaser, shall not include a Conduit Purchaser (unless and until a Conduit
Purchaser shall later join such Purchaser Group pursuant to the terms hereof), and
each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant
to Section 1.1(a) shall be deemed to be a request that the Related Committed
Purchasers in Wells’ Purchaser Group make their ratable share of such Purchase. For
the avoidance of doubt, the Discount with respect to each Portion of Capital funded
or maintained by such Related Committed Purchasers shall accrue at the Alternate
Rate, rather than the CP Rate.




(b) Section 1.7(b) of the Receivables Purchase Agreement is hereby modified by
inserting the phrase “or LMIR” directly after the word “Euro-Rate” as it appears therein.




(c) Section 1.8(b)(ii) of the Receivables Purchase Agreement is hereby modified
by inserting the phrase “or LMIR” directly after the word “Euro-Rate” as it appears therein.




(d) Section 1.9 of the Receivables Purchase Agreement is hereby modified by
inserting the phrase “or LMIR” directly after the word “Euro-Rate” each time it appears
therein.




(e) Section 1.11 of the Receivables Purchase Agreement is hereby deleted and
replaced in its entirety with the following:




“Inability to Determine Euro-Rate or LMIR”. (a) If the Administrator
(or any Purchaser Agent) determines before the first day of any Yield Period (or,
solely with respect to LMIR, any day) (which determination shall be final and
conclusive) that, by reason of circumstances affecting the interbank eurodollar
market generally (i) deposits in dollars (in the relevant amounts for such Yield
Period) are not being offered to banks in the interbank eurodollar market for such
Yield Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or
LMIR for such Yield Period (or portion thereof) or (iii) the Euro-Rate or LMIR does
not accurately reflect the cost to any Purchaser (as determined by the related
Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital
during such Yield Period (or portion thereof), then the Administrator shall give
notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser
Agent notifies the Seller that the circumstances giving rise to such suspension no
longer exist, (a) no Portion of Capital shall be funded at the Yield Rate determined
by reference to the Euro-Rate or LMIR and (b) the Discount for any outstanding
Portions of Capital then funded at the Yield Rate determined by reference to the
Euro-Rate or LMIR shall, on the last day of the then current Yield Period (or,
solely with respect to LMIR, immediately), be converted to the Yield Rate determined
by reference to the Base Rate.




(b) If, on or before the first day of any Yield Period (or, solely with respect
to LMIR, any day), the Administrator shall have been notified by any Purchaser,
Purchaser Agent or Liquidity Provider that, such Person has determined (which
determination shall be final and conclusive) that, any enactment, promulgation or
adoption of or any change in any applicable law, rule or regulation, or any change
in the interpretation or administration thereof by a governmental authority, central
bank or comparable agency charged with the interpretation or administration thereof,
or compliance by such Person with any guideline, request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for such Person to fund or maintain any
Portion of Capital at the Yield Rate and based upon the Euro-Rate or LMIR, the
Administrator shall notify the Seller thereof. Upon receipt of such notice, until
the Administrator notifies the Seller that the circumstances giving rise to such
determination no longer apply, (a) no Portion of Capital shall be funded at the
Yield Rate determined by reference to the Euro-Rate or LMIR and (b) the Discount for
any outstanding Portions of Capital then funded at the Yield Rate determined by
reference to the Euro-Rate or LMIR shall be converted to the Yield Rate determined
by reference to the Base Rate either (i) on the last day of the then current Yield
Period (or, solely with respect to LMIR, any day) if such Person may lawfully
continue to maintain such Portion of Capital at the Yield Rate determined by
reference to the Euro-Rate or LMIR to such day, or (ii) immediately, if such Person
may not lawfully continue to maintain such Portion of Capital at the Yield Rate
determined by reference to the Euro-Rate or LMIR to such day.”




(f) Clause (G) of Section 6.1 of the Receivables Purchase Agreement is
hereby modified by inserting the phrase “Purchased Interest” immediately after the phrase
“Eligible Receivable” as it appears therein.




(g) The following paragraph is hereby added as Section 6.16 of the Receivables
Purchase Agreement:




“Section 6.16. USA Patriot Act. Each of the Administrator and each of
the Purchasers hereby notifies the Seller and the Servicer that pursuant to the
requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law
October 26, 2001) (the “PATRIOT Act”), the Administrator and the Purchasers
may be required to obtain, verify and record information that identifies the Seller,
the Servicer and the Performance Guarantor, which information includes the name,
address, tax identification number and other information regarding the Seller, the
Servicer and the Performance Guarantor that will allow the Administrator and the
Purchasers to identify the Seller, the Servicer and the Performance Guarantor in
accordance with the PATRIOT Act. This notice is given in accordance with the
requirements of the PATRIOT Act. Each of the Seller, and the Servicer agrees to
provide the Administrator and the Purchasers, from time to time, with all
documentation and other information required by bank regulatory authorities under
“know your customer” and anti-money laundering rules and regulations, including,
without limitation, the PATRIOT Act.”




(h) Exhibit I to the Receivables Purchase Agreement is hereby modified by
deleting the defined term “Alternate Rate” and replacing in its entirety with the following:




“Alternate Rate” for any day in any Yield Period for any Capital (or
portion thereof) funded on such day by any Purchaser other than through the issuance
of Notes, means an interest rate per annum equal to, at the option of such
Purchaser: (a) solely with respect to Wells, as a Purchaser, LMIR for such day and
(b) with respect to any Purchaser other than Wells, (i) 3.5% per annum above the
Euro-Rate for such Yield Period, only to the extent that the Euro-Rate is available
or (ii) the Base Rate for such Yield Period; provided, that the “Alternate
Rate” for any day while a Termination Event or an Unmatured Termination Event exists
shall be an interest rate equal to the greater of (y) 3.0% per annum above the Base
Rate in effect on such day and (x) the “Alternate Rate” as calculated in clause
(b) above (or, solely with respect to Wells, as Purchaser, as calculated in
clause (a) above).




(i) Exhibit I to the Receivables Purchase Agreement is hereby modified by
deleting the defined term “Commitment” and the definition thereof and replacing it in its
entirety with the following:




“Commitment” means, with respect to any Related Committed Purchaser,
the maximum aggregate amount which such Purchaser is obligated to pay hereunder on
account of any Purchase as set forth on Schedule V or in the Assumption
Agreement or other agreement pursuant to which it became a Purchaser, as such amount
may be modified in connection with any subsequent assignment pursuant to
Section 6.3(c) or in connection with a change in the Purchase Limit pursuant
to Section 1.1(b).




(j) Exhibit I to the Receivables Purchase Agreement is hereby modified by
inserting the phrase “or LMIR” directly after the word “Euro-Rate” as it appears in the
definition of “Discount”.




(k) Exhibit I to the Receivables Purchase Agreement is hereby modified by
deleting the date “February 23, 2012” from where it appears in the definition of “Facility
Termination Date” and replacing it with “February 4, 2013”.




(l) Exhibit I to the Receivables Purchase Agreement is hereby modified by
deleting the defined term “Yield Period” and the definition thereof and replacing it in its
entirety with the following:




“Yield Period” means (a) with respect to any Portion of Capital funded
by the issuance of Notes (or with respect to any Portion of Capital funded by Wells,
as a Purchaser), (i) initially the period commencing on (and including) the date of
the initial purchase or funding of such Portion of Capital and ending on (but not
including) the next occurring Settlement Date, and (ii) thereafter, each period
commencing on (and including) the first day after the last day of the immediately
preceding Yield Period for such Portion of Capital and ending on (but not including)
the next occurring Settlement Date; and (b) with respect to any Portion of Capital
not funded by the issuance of Notes (other than any Portion of Capital funded by
Wells, as a Purchaser), (i) initially the period commencing on (and including) the
date of the initial purchase or funding of such Portion of Capital and ending such
number of days later (including a period of one day) as the Administrator (with the
consent or at the direction of the applicable Purchaser Agent) shall select, and
(ii) thereafter, each period commencing on the last day of the immediately preceding
Yield Period for such Portion of Capital and ending such number of days later
(including a period of one day) as the Administrator (with the consent or at the
direction of the applicable Purchaser Agent) shall select; provided, that:



(i) any Yield Period (other than of one day) which would otherwise
end on a day which is not a Business Day shall be extended to the
next succeeding Business Day; provided, if Discount in
respect of such Yield Period is computed by reference to the
Euro-Rate or LMIR, and such Yield Period would otherwise end on a
day which is not a Business Day, and there is no subsequent Business
Day in the same calendar month as such day, such Yield Period shall
end on the next preceding Business Day;



(ii) in the case of any Yield Period of one day, (A) if such Yield
Period is the initial Yield Period for a purchase hereunder (other
than a reinvestment), such Yield Period shall be the day of such
purchase; (B) any subsequently occurring Yield Period which is one
day shall, if the immediately preceding Yield Period is more than
one day, be the last day of such immediately preceding Yield Period,
and, if the immediately preceding Yield Period is one day, be the
day next following such immediately preceding Yield Period; and (C)
if such Yield Period occurs on a day immediately preceding a day
which is not a Business Day, such Yield Period shall be extended to
the next succeeding Business Day; and



(iii) in the case of any Yield Period for any Portion of Capital
which commences before the Facility Termination Date and would
otherwise end on a date occurring after the Facility Termination
Date, such Yield Period shall end on such Facility Termination Date
and the duration of each Yield Period which commences on or after
the Facility Termination Date shall be of such duration as shall be
selected by the Administrator (with the consent or at the direction
of the applicable Purchaser Agent).




(m) Exhibit I to the Receivables Purchase Agreement is hereby modified by
inserting the following new defined terms in the appropriate alphabetical order:




“LMIR” means for any day during any Yield Period, the one-month
Eurodollar rate for U.S. dollar deposits as reported on the Reuters Screen LIBOR01
Page or any other page that may replace such page from time to time for the purpose
of displaying offered rates of leading banks for London interbank deposits in United
States dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a
Business Day, then the immediately preceding Business Day (or if not so reported,
then as determined by the applicable Purchaser Agent from another recognized source
for interbank quotation), in each case, changing when and as such rate changes.




“Wells” shall mean Wells Fargo Bank, National Association.




(n) The Receivables Purchase Agreement is hereby modified by inserting Exhibit
A to this Amendment as a new Schedule V to the Receivables Purchase Agreement.



SECTION 3. Non-Ratable Funding Amendments to the Receivables Purchase Agreement.
Notwithstanding the requirements and Payment set forth in the Receivables Purchase Agreement that
Purchases shall be made and funded by the Purchasers of the various Purchaser Groups ratably based
on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser
Groups and the repayments of Capital be allocated among the Purchasers ratably back on their
outstanding Capital, the parties hereto agree that unless and until otherwise agreed to in writing
by the parties hereto:




(a) Each Purchase to be made under the Receivables Purchase Agreement on or after the
date hereof shall be made and funded as follows:




(i) Wells’ Purchaser Group shall make and fund its ratable share (based on the
aggregate Commitments of the Related Committed Purchasers in the various Purchaser
Groups) of such Purchase;




(ii) Market Street’s Purchaser Group shall make and fund the remaining portion
of such Purchase unless and until the aggregate Capital of the Purchasers in Market
Street’s Purchaser Group equals the aggregate Commitment of the Related Committed
Purchasers in Market Street’s Purchaser Group; and




(iii) if the aggregate Capital of the Purchasers in Market Street’s Purchaser
Group equals the aggregate Commitment of the Related Committed Purchasers in Market
Street’s Purchaser Group, then Atlantic’s Purchaser Group shall make and fund any
remaining portion of such Purchase.




(b) For the avoidance of doubt, (i) the foregoing shall not be construed to require any
Purchaser to make or fund any Purchase unless all the conditions precedent therefor set
forth in the Receivables Purchase Agreement have been satisfied, (ii) no Purchaser’s
Commitment is being increased or reduced pursuant to this Section 3, (iii) no
Purchaser shall be required to make or fund any Purchase or portion thereof that would cause
such Purchaser’s aggregate outstanding Capital to exceed its Commitment and (iv) no Purchase
Group shall be required to make or fund any Purchase or portion thereof that would cause the
aggregate Capital of the Purchasers in such Purchaser Group to exceed the aggregate
Commitment of the Related Committed Purchasers in such Purchaser Group. In addition, the
terms of clause (a) above shall not apply to any reinvestment of the Purchasers’
Capital in Pool Receivables, and such reinvestments shall continue to be made from time to
time ratably according to each Purchaser’s Capital in accordance with the terms of the
Receivables Purchase Agreement.




(c) Collections to be applied in repayment of the Purchasers’ Capital (or to be set
aside and held for such purpose) under the Receivables Purchase Agreement shall be allocated
among the Purchasers as follows:




(i) so long as no Termination Event has occurred, no Unmatured Termination
Event has occurred and is continuing and the Facility Termination Date has not
occurred, (A) the percentage of such Collections paid to (or set aside for) the
Purchasers in Wells’ Purchaser Group shall equal a fraction (expressed as a
percentage) (x) the numerator of which is the aggregate Capital then held by the
Purchasers in Wells’ Purchaser Group and (y) the denominator of which is the
Aggregate Capital at such time, and (B) the remaining portion of such Collections
shall be paid to (or set aside for) the Purchasers in Atlantic’s Purchaser Group
until such Purchasers’ aggregate outstanding Capital has been repaid in full (or, if
applicable, Collections set aside and held in trust by the Servicer pursuant to
Section 1.4 of the Receivables Purchase Agreement for such purpose would be
sufficient to repay such Purchasers’ aggregate outstanding Capital in full), and any
such Collections remaining thereafter shall be paid to (or set aside for) the
Purchasers in Market Street’s Purchaser Group; and




(ii) at any time when a Termination Event has occurred, an Unmatured
Termination Event has occurred and is continuing or the Facility Termination Date
has occurred, such Collections shall be paid to (or set aside for) the Purchasers in
the various Purchaser Groups ratably based upon their then outstanding Capital.




(d) Effective as of the date hereof, this Section 3 supersedes Section
1 of the Sixth Amendment to the Receivables Purchase Agreement, dated September 30,
2011.



SECTION 4. Initial Purchase by Wells; Rebalancing of Capital.




(a) As of the date hereof and prior to giving effect to this Amendment, Market Street’s
aggregate outstanding Capital is $250,000,000 (the “Market Street Capital”), and the
aggregate outstanding Capital of the Purchasers in Atlantic’s Purchaser Group is $52,000,000
(the “Atlantic Capital”). In connection with the joinder of Wells as a Purchaser
party to the Receivables Purchase Agreement pursuant to this Amendment, the parties hereto
desire to provide for the partial repayment of the Market Street Capital and the Atlantic
Capital and the initial Purchase by Wells, in each case, on the terms described below.




(b) The Seller shall repay $23,500,000 of the Market Street Capital and $52,000,000 of
the Atlantic Capital on the date hereof, and the parties hereto agree that this Amendment
shall constitute a Purchase Notice pursuant to Section 1.2(a) of the Receivables
Purchase Agreement notwithstanding that such Purchase Notice is not being delivered in the
form of Annex B to the Receivables Purchase Agreement. The Seller hereby requests
that Wells make a Purchase on the date hereof in an amount of Capital equal to $75,500,000
(such Purchase, the “Wells Purchase”). For administrative convenience, the Seller
hereby requests that Wells fund the Capital of the Wells Purchase (i) in an amount equal to
$23,500,000, by wire transfer to Market Street’s account specified below, and the amount so
transferred at the Seller’s direction shall be applied as a repayment by the Seller of the
Market Street Capital. Market Street’s account for such purpose is the following:



	 	 	 
	Bank:

ABA:

Account #:

Account Name:

Reference:

	 	PNC Bank, N.A.

043 000 096

1002422076

Market Street Funding LLC

Fleetcor Funding LLC







(ii) in an amount equal to $52,000,000, by wire transfer to Atlantic’s account
specified below, and the amount so transferred at the Seller’s direction shall be applied as
a repayment by the Seller of the Atlantic Capital. Atlantic’s account for such purpose is
the following:



	 	 	 
	Bank:

ABA:

Account #:

Account Name:

Reference:

	 	Credit Agricole CIB New York Branch

026008073  

01-25680-0001-00-001

Atlantic Asset  Securitization LLC.

FleetCor Funding LLC







(c) All unpaid Discount and Fees that accrued prior to the date hereof on or with
respect to the Market Street Capital and the Atlantic Capital (including the portion thereof
repaid pursuant to this Amendment) shall be paid on the Monthly Settlement Date first
occurring after the date hereof in accordance with the terms of the Receivables Purchase
Agreement and the other Transaction Documents.




(d) After giving effect to the foregoing partial repayment of the Market Street Capital
and the full repayment of the Atlantic Capital and funding of the Wells Purchase, the
aggregate outstanding Capital funded by Market Street will be $226,500,000, the aggregate
outstanding Capital funded by Wells will be $75,500,000, and the aggregate outstanding
Capital funded by the Purchasers in Atlantic’s Purchaser Group will be zero ($0).




(e) Notwithstanding the foregoing, and for the avoidance of doubt, Wells shall not be
required to make or fund the Wells Purchase unless all the conditions precedent thereto set
forth in the Receivables Purchase Agreement (including, without limitation, those set forth
in Section 2 of Exhibit II to the Receivables Purchase Agreement) have been
satisfied; provided, however, that the provision of Section 1.2(a)
of the Receivables Purchase Agreement requiring that each Purchase Notice be delivered one
Business Day prior to such Purchase is hereby waived solely with respect to the Wells
Purchase.



SECTION 5. 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 6. 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 7. Effectiveness. This Amendment shall be effective as of the date hereof
provided that (i) the Administrator shall have received (a) counterparts of this Amendment duly
executed by each of the parties hereto, (b) counterparts of that certain Fee Letter, dated as of
the date hereof, by and among each Purchaser Agent, the Seller and the Servicer and (c) all fees
due and payable as of the date hereof under the Fee Letter, and (ii) Wells shall have received a
reliance letter from King & Spalding LLP confirming that Wells may rely upon any opinions
previously delivered by King & Spalding LLP in connection with the Receivables Purchase Agreement
or any other Transaction Document as if Wells were an addressee thereof.



SECTION 8. 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.



SECTION 9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.



SECTION 10. 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]




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/ Steve J. Pisciotta

Name: Steve Pisciotta

Title: Treasurer





FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as




Servicer




By: /s/ Steve J. Pisciotta

Name: Steve Pisciotta

Title: Treasurer




1




MARKET STREET FUNDING LLC,






as Related Committed Purchaser for Market Street and
as a Conduit Purchaser




By: /s/ Doris J. Hearn

Name: Doris J. Hearn

Title: Vice President




2




PNC BANK, NATIONAL ASSOCIATION,






as Purchaser Agent for Market Street’s Purchaser
Group




By: /s/ Jessica Fabrizi

Name: Jessica Fabrizi

Title: Assistant Vice President




3




ATLANTIC ASSET SECURITIZATION LLC






as a Conduit Purchaser




	 	 	 	By:
Credit Agricole Corporate and Investment Bank,
as attorney-in-fact






By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





By: /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director




4




Credit Agricole Corporate and Investment Bank,






as Purchaser Agent for Atlantic’s Purchaser Group




By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





By: /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director





Credit Agricole Corporate and Investment Bank,






as Related Committed Purchaser for Atlantic




By: /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





By: /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director




5




WELLS FARGO BANK, NATIONAL ASSOCIATION,






as Purchaser Agent for Wells’ Purchaser Group and as
Related Committed Purchaser




By: /s/ Eero Maki

Name: Eero Maki

Title: Senior Vice President




6




PNC BANK, NATIONAL ASSOCIATION,




as Administrator




By: /s/ William P. Falcon

Name: William P. Falcon

Title: Vice President




SCHEDULE V




GROUP COMMITMENTS




	 	 	 	 	 	 	 
	Purchaser Group of PNC Bank, National Association
	Party

	 	Capacity
	 	Maximum Commitment

	 

	 	 
	 	 	 	 
	Market Street Funding LLC

	 	Conduit Purchaser
	 	 	N/A	 
	 

	 	 
	 	 	 	 
	Market Street Funding LLC

	 	Related Committed Purchaser
	 	$	300,000,000	 
	 

	 	 
	 	 	 	 
	PNC Bank, National Association

	 	Purchaser Agent
	 	 	N/A	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 
	Purchaser Group of Wells Fargo Bank, National Association
	Party

	 	Capacity
	 	Maximum Commitment
	 

	 	 
	 	 
	Wells Fargo Bank, National

Association

	 	Related Committed Purchaser



	 	$125,000,000



	 

	 	 
	 	 
	Wells Fargo Bank, National

Association

	 	Purchaser Agent



	 	N/A



	 

	 	 
	 	 






	 	 	 	 	 
	Purchaser Group of Credit Agricole Corporate and Investment Bank
	Party

	 	Capacity
	 	Maximum Commitment
	 

	 	 
	 	 
	Atlantic Asset Securitization

LLC

	 	Conduit Purchaser



	 	N/A



	 

	 	 
	 	 
	Atlantic Asset Securitization

LLC

	 	Related Committed Purchaser



	 	$75,000,000



	 

	 	 
	 	 
	PNC Bank, National Association

	 	Purchaser Agent
	 	N/A
	 

	 	 
	 	 







7