Fifth Amendment to Purchase and Sale Agreement




 Exhibit 10.28 

EXECUTION COPY 

[FLEETCOR] 
 FIFTH
AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
“Amendment”), dated as of July 8, 2008, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator listed on the signature pages 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 Schedule II to the Agreement is hereby amended and restated in its
entirety as Schedule II attached hereto. 
 2.2 Schedule III to the Agreement is hereby amended and restated in
its entirety as Schedule III attached hereto. 
 SECTION 3. Representations and Warranties. Each of the
Originators and the Company hereby represents and warrants with respect to itself 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 Person 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 Person’s valid and legally binding obligations, enforceable in accordance with its terms. 

 


					
		  		  	Fourth Amendment to PSA (FleetCor)










 (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 each of the following: 
 (a) counterparts of this Amendment (whether by
facsimile or otherwise) executed by each of the other parties hereto; and 
 (b) counterparts of that certain
First Amendment to the Fourth Amended and Restated Receivables Purchase Agreement (whether by facsimile or otherwise) dated as of the date hereof, executed by each of the parties thereto, and evidence of satisfaction of each of the “Conditions
Precedent to Effectiveness” referred to therein. 
 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
	
	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/ William P. Falcon

	Name:	 	William P. Falcon
	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,

as a Purchaser Agent

		
	By:	 	 /s/ David B. Gookin

	Name:	 	David B. Gookin
	Title:	 	Senior Vice President


  


					
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	SUNTRUST ROBINSON HUMPHREY, INC.,
	as a Purchaser Agent
		
	By:	 	 /s/ Timothy S. Mueller

	Name:	 	Timothy S. Mueller
	Title:	 	Managing Director


  


					
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	FIFTH THIRD BANK,
	as a Purchaser Agent
		
	By:	 	 /s/ Andrew D. Jones

	Name:	 	Andrew D. Jones
	Title:	 	Assistant Vice President


  


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

	Name:	 	Eric Dey
	Title:	 	Chief Financial Officer


  


					
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 Schedule II 

LOCATION OF EACH ORIGINATOR 
  

			
	 Originator
	  	 Location

	CFN Holding Co.	  	Delaware
		
	FleetCor Technologies Operating Company, LLC	  	Georgia
		
	Mannatec, Inc.	  	Georgia

  


					
		  	Schedule II-1	  	Purchase and Sale Agreement










 Schedule III 

LOCATION OF BOOKS AND RECORDS OF ORIGINATORS 
  

			
	 Originator
	  	 Location of Books and Records

	CFN Holding Co.	  	 Accounting Records
 1001
Service Road East
 Highway 190, Suite 200

Covington, LA 70433
  

Non-Accounting and Corporate Records
 655
Engineering Drive, Suite 300
 Norcross, GA 30092

		
	FleetCor Technologies Operating Company, LLC	  	 Accounting Records
 1001
Service Road East
 Highway 190, Suite 200

Covington, LA 70433
  

Non-Accounting and Corporate Records
 655
Engineering Drive, Suite 300
 Norcross, GA 30092

		
	Mannatec, Inc.	  	 Accounting Records
 1001
Service Road East
 Highway 190, Suite 200

Covington, LA 70433
  

Non-Accounting and Corporate Records
 655
Engineering Drive, Suite 300
 Norcross, GA 30092


  



					
		  	Schedule III-1	  	Fifth Amendment to PSA (FleetCor)