Third Amendment to Purchase and Sale Agreement




 Exhibit 10.26 

[FLEETCOR] 
 THIRD
AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
“Amendment”), dated as of August 1, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each remaining Originator listed on Schedule I hereto
(collectively, the “Originators”). 
 RECITALS 

1. The parties hereto are parties to the Purchase and Sale Agreement, dated as of December 20, 2004 (as amended, amended and
restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and 
 2. The parties
hereto desire to amend the Agreement as hereinafter set forth. 
 NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 SECTION 1. Certain Defined
Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement. 

SECTION 2. Amendments to the Agreement. 

2.1 The Agreement is hereby amended such that each of the terms ‘generate”, “generated” or “generation” (or
other forms of the foregoing) wheresoever used in the Agreement in reference to Receivables sold or contributed to the Company under the Agreement, shall and shall be deemed to include solely in the case of FleetCor as an Originator, those
Receivables acquired pursuant to the Citibank Sale Agreement. 
 2.2 The parties hereto hereby agree that upon the effectiveness
of this Amendment, FleetCor Technologies, Inc. shall no longer be party to the Agreement or any other Transaction Document as an “Originator” and shall no longer have any obligations or rights in such capacity thereunder (other than such
obligations which by their express terms survive termination of the Agreement). 
 2.3 Schedule I to the Agreement is
hereby amended and restated in its entirety as Schedule I attached hereto. 
 SECTION 3. Representations and
Warranties. Each Originator hereby represents and warrants to the Company and the Administrator as follows: 

(a) Representations and Warranties. 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) Enforceability. The execution and delivery by such Originator of
this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This
Amendment and the Agreement, as amended hereby, are such Originator’s valid and legally binding obligations, enforceable in accordance with its terms. 

(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated
hereby, no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event exists or shall exist. 

SECTION 4. Effect of Amendment. All provisions of the 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 Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect
referring to the Agreement shall be deemed to be references to the 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 Agreement other than as
set forth herein. 
 SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon
receipt by the Administrator of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto. 

SECTION 6. Counterparts. 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. 

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the
State of New York. 
 SECTION 8. 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 Agreement or any provision hereof or thereof. 

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above. 
  

			
	FLEETCOR FUNDING LLC
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer


  


					
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	ORIGINATORS:
	
	FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as an Originator
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer
	
	K&P FUEL, INC., as an Originator
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer
	
	GASCARD, INC., as an Originator
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer
	
	CFN HOLDING CO., as an Originator
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer
	
	MANNATEC, INC., as an Originator
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer


  


					
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	Consented and Agreed:
	
	PNC BANK, NATIONAL ASSOCIATION, as Administrator
		
	By:	 	 /s/ John T. Smathers

	Name:	 	John T. Smathers
	Title:	 	Vice President
	
	PNC BANK, NATIONAL ASSOCIATION, as a Majority Purchaser Agent
		
	By:	 	 /s/ John T. Smathers

	Name:	 	John T. Smathers
	Title:	 	Vice President


  


					
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	JPMORGAN CHASE BANK, N.A.,
	as a Majority Purchaser Agent
		
	By:	 	 /s/ Leo Loughead

	Name:	 	Leo Loughead
	Title:	 	Managing Director


  


					
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	ACKNOWLEDGED:
	
	FLEETCOR TECHNOLOGIES, INC.
		
	By:	 	 /s/ Eric Dey

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer


  


					
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 Schedule I 

LIST OF ORIGINATORS 
  

			
		 	 CFN Holding Co.

		
		 	 FleetCor Technologies Operating Company, LLC

		
		 	 GasCard, Inc.

		
		 	 K&P Fuel, Inc.

		
		 	 Mannatec, Inc.


  


					
		  	Schedule I-1	  	Purchase and Sale Agreement