First Amendment to Purchase and Sale Agreement




 Exhibit 10.24 

EXECUTION COPY 

[FLEETCOR] 
 FIRST
AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
“Amendment”), dated as of February 3, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator party 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. Amendment to the Agreement. Clause (b) of Section 3.2 of the Agreement is hereby amended
and restated in its entirety to read as follows: 
 “(b) Second, to the extent any portion of
the Purchase Price remains unpaid, (i) solely in the case of FleetCor, as an Originator hereunder, FleetCor, in such capacity (and in its capacity as owner of all of the outstanding membership interests of the Company), by notice to the
Servicer, (x) may make a contribution to the capital of the Company in an amount equal to the difference between the Purchase Price and the cash available to the Company on such date for payment thereof (after taking into account the proceeds
that the Company expects to receive under the Receivables Purchase Agreement and the Company’s current and anticipated obligations), (y) may automatically increase the principal amount outstanding under the applicable Company Note by an
amount equal to such remaining Purchase Price, or (z) may employ a combination of the methods set forth in clauses (x) and (y) above in such a manner mutually satisfactory to FleetCor and the Company and (ii) in the
case of each Originator (other than FleetCor), the principal amount outstanding under the applicable Company Note shall be automatically increased by an amount equal to such remaining Purchase Price.” 

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. 

[SIGNATURES BEGIN ON NEXT PAGE] 

 

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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
	
	FLEETCOR TECHNOLOGIES, INC., 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 Smathers

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

	Name:	 	John Smathers
	Title:	 	Vice President


  


					
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