First Amendment to Credit Facilities Agreement




 Exhibit 10.32 

Dated 25 March 2008 

CCS ČESKÁ SPOLEČNOST PRO PLATEBNÍ KARTY s.r.o. 

as Borrower 

and 

FLEETCOR LUXEMBOURG HOLDING 3 S.à r.l. 

as Guarantor 

and 

BANK AUSTRIA CREDITANSTALT AG 

as Facility Agent 

and 
 UNICREDIT
BANK CZECH REPUBLIC, A.S. 
 as Lender 
  

 
 AMENDMENT
AGREEMENT NO. 1 
 TO A CREDIT FACILITIES AGREEMENT DATED 7 DECEMBER 2006 

EXECUTION COPY 
  

 
 CMS
Cameron McKenna v.o.s. 
 Karolíny Světlé 25 

110 00 Prague 1 

Czech Republic 

tel: +420 221 098 888 

fax: +420 221 098 000 








 THIS AMENDMENT AGREEMENT NO. 1 is made on 25 March 2008 

BETWEEN: 
  

	(1)	CCS ČESKÁ SPOLEČNOST PRO PLATEBNÍ KARTY s.r.o., a company incorporated under the laws of the Czech Republic, whose registered office is
at Prague 8, Libeň, Chlumčanského 497/5, postal code 18000, business identification number 279 16 693, registered with the Municipal court in Prague, Section C, Insert 126337 (“the Merged Company” and the
“Borrower”); 

  

	(2)	FLEETCOR LUXEMBOURG HOLDING 3 S.à r.l. a société à responsabilité limitée (limited liability company),
incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 560A, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg (the “Shareholder”); 


 

	(3)	BANK AUSTRIA CREDITANSTALT AG, a bank incorporated under the laws of Austria, whose registered office is at Vienna, Schottengasse 6, postal code A-1010, Austria
(the “Facility Agent”) on behalf of the Majority Lenders; 

  

	(4)	UNICREDIT BANK CZECH REPUBLIC, a.s. a bank incorporated under the laws of Czech Republic, whose registered office is at 113 80 Prague 1, Na
Příkopě 858/20, ID No. 64948242, Czech Republic (a “Lender”) 

 the
Borrower, Shareholder and the Facility Agent and the Lender further jointly referred to as the “Parties”. 
 WHEREAS: 

  

	(1)	On 7 December 2006 the Borrower, Fenika s.r.o and the Facility Agent entered into a senior term loan facilities agreement (the “Facility
Agreement”); 

  

	(2)	On 1 July 2007 CCS ČESKÁ SPOLEČNOST PRO PLATEBNÍ KARTY s.r.o. became the universal legal successor of the CCS ČESKÁ
SPOLEČNOST PRO PLATEBNÍ KARTY a.s. and FENIKA s.r.o pursuant to a Permitted Merger. 

  

	(3)	As a result of the Permitted Merger this agreement is concluded by the surviving entity as Borrower and the Facility Agent only 


 

	(4)	the Parties wish to amend the Facility Agreement on the terms of this deed. 


IT IS AGREED AS FOLLOWS 
  

	1.	DEFINITIONS, INTERPRETATION AND REFERENCES 

  

	1.1	Unless the context otherwise requires and save as mentioned below, words and expressions defined in the Facility Agreement or, unless defined otherwise in the Facility
Agreement shall have the same meanings when used in this Amendment Agreement no. 1. From the date hereof, unless the context otherwise requires 

  

			
	 1.1.1        “Effective Date”
	  	shall mean the date of entry into this Amendment Agreement no. 1 by the Parties.


 

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	1.2	References in the Amendment Agreement no. 1 to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires,
be references to the Facility Agreement as amended by this Amendment Agreement no. 1 and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and
“hereto”, where they appear in the Facilities Agreement shall be construed accordingly. 

  

	2.	AMENDMENTS TO THE AGREEMENT 

  

	2.1	Clause 7.5(a) (Mandatory prepayment – Excess Cash Flow) of the Facility Agreement shall have the words “plus Received CCS Slovakia
Dividends” deleted from it. 

  

	2.2	Clause 18 (Financial Covenants) of the Facility Agreement shall be amended as follows: 


 

	 	2.2.1	The wording of the below specified definitions originally defined in Clause 18.1 (Definitions) of the Facility Agreement shall be as of the Effective Date
deleted and replaced by the following wording: 

 “Equity” means the aggregate (without double
counting) of: 
  

	 	(a)	the share capital and other capital funds (příplatek mimo základní kapitál) of the Merged Company; 


 

	 	(b)	legal reserve fund and other non-distributable funds; 

  

	 	(c)	retained earnings; and 

  

	 	(d)	any amounts lent to the Merged Company under the Loan Note. 


“Adjusted EBITDA” will be deleted in its entirety. 

“Adjusted Free Cash Flow” will be deleted in its entirety. 

 

	 	2.2.2	The following definitions are, as of the Effective Date, hereby added to the Clause 18.1 (Definitions) of the Facilities Agreement in addition:


 “Consolidated Free Cash Flow” means, in relation to the Merged Company, EBITDA, plus or minus
changes in working capital of the Merged Company, less capital expenditure of the Merged Company. 
 “EBITDA”
means the consolidated net-pretaxation profits of the Merged Company for a Measurement Period 
  

	 	(a)	deducting Interest Receivable; 

  

	 	(b)	adding back Interest Payable; 

  

	 	(c)	deducting any extraordinary expense for the Merged Company; 

  

	 	(d)	adding back any extraordinary expense for the Merged Company; and 

  

	 	(e)	adding back depreciation and amoritzation (including amortization of goodwill) for the Merged Company. 


 

	2.3	All occurrences of the words: 

  

	 	2.3.1	“Adjusted EBITDA” are hereby deleted from the Facility Agreement and the word “EBITDA” inserted in their place in each such instance.


  

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	 	2.3.2	“Adjusted Free Cash Flow” are hereby deleted from the Facility Agreement and the words “Consolidated Free Cash Flow” inserted in their place in each
such instance. 

  

	 	2.3.3	“Financial Group” are hereby deleted from the Facility Agreement and the words “Merged Company” inserted in their place in each such instance.


  

	3.	CONDITIONS PRECEDENT 


Prior to the Effective Date the Borrower must cause to be delivered to the Facility Agent all of the documents listed in the Schedule 1
(Condition precedent documents) each in form and substance, satisfactory to the Facility Agent. The Facility Agent undertakes to deliver a written confirmation to the Borrower promptly after the Facility Agent has received such documents and
satisfactory proof that all the Conditions set out in the Schedule 1 (Condition precedent documents) have been met. 
  

	4.	GUARANTOR PROVISION 

  

	4.1	The Shareholder hereby consents to and agrees with the amendments made by this Amendment Agreement No. 1. 


 

	4.2	The Shareholder ratifies that the provisions of all Finance Documents to which it is a party, save as amended by this Amendment Agreement no. 1, continue in full force
and effect. 

  

	5.	AMENDMENT COSTS 

 The
Borrower shall, prior to the Effective Date, pay the legal fees of the Facility Agent’s legal advisors connected with preparation and negotiation of this Amendment Agreement no. 1. The Parties hereby agreed that the Facility Agent may instruct
its legal advisors to invoice the Merged Company directly. 
  

	6.	REPRESENTATIONS AND WARRANTIES 


The representations and warranties in Clause 16 (Representations and Warranties) of the Facility Agreement shall be deemed to be
repeated by the Borrower also on the Effective Date as if made with reference to the facts and circumstances existing on such date. 
  

	7.	MISCELLANEOUS 

  

	7.1	This Amendment Agreement no. 1 is a Finance Document. 

  

	7.2	The provisions of the Facility Agreement shall, save as amended by this Amendment Agreement no. 1 continue in full force and effect. 


 

	8.	GOVERNING LAW AND JURISDICTION 

  

	8.1	This Amendment Agreement no. 1 shall be governed by, and shall be construed in accordance with, English law. 


 

	8.2	The Parties hereby submit to the non-exclusive jurisdiction of English Courts. 


 

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 THIS AMENDMENT AGREEMENT no. 1 has been entered on the date stated at the beginning of this
Agreement. 
  

									
	FACILITY AGENT ON BEHALF OF THE MAJORITY LENDERS:
	BANK AUSTRIA CREDITANSTALT AG
					
	By:	  	 /s/ Thomas Wilfling
	 		  	By:	  	 /s/ Aleksander Majewski

	Name:	  	Thomas Wilfling	 		  	Name:	  	Aleksander Majewski
	Its:	  	Director	 		  	Its:	  	Vice President
				
	BORROWER:	 		  		  	
	CCS ČESKÁ SPOLEČNOST PRO PLATEBNÍ KARTY s.r.o.	  	
					
	By:	  	 /s/ Vaclave Rehor
	 		  	By:	  	 /s/ Eric Dey

	Name:	  	Vaclav Rehor	 		  	Name:	  	Eric Dey
	Its:	  	Chief Financial Officer, Executive	 		  	Its:	  	Executive
				
	SHAREHOLDER:	 		  		  	
	FLEETCOR LUXEMBOURG HOLDING 3 S.à r.l.
					
	By:	  	 /s/ Eric Dey
	 		  	By:	  	 /s/ Marcel Stephany

	Name:	  	Eric Dey	 		  	Name:	  	Marcel Stephany
	Its:	  	Executive	 		  	Its:	  	Executive
				
	LENDER:	 		  		  	
	UNICREDIT BANK CZECH REPUBLIC, a.s.	 		  		  	
					
	By:	  	 /s/ Stepan Matejka
	 		  	By:	  	 /s/ Marketa Takasova

	Name:	  	Stepan Matejka	 		  	Name:	  	Marketa Takasova
	Its:	  	CF Manager	 		  	Its:	  	CF Manager

  

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 SCHEDULE 1 

CONDITIONS PRECEDENT DOCUMENTS 

Corporate documents 
  

	1.	A copy of the constitutional documents of the Borrower and the Shareholder. 


 

	2.	A copy of a resolution of the board of directors/executives (if more than one executive) of the Borrower and the Shareholder approving the terms of, and the
transactions contemplated by, this Amendment Agreement No. 1. 

  

	3.	A copy of a resolution of the general meeting of the Borrower approving the entry into this Amendment Agreement No. 1. 


 

	4.	A specimen of the signature of each person authorised on behalf of the Borrower and the Shareholder to enter into or witness the entry into this Amendment Agreement
No. 1 

  

	5.	All documents and evidence (if any) relating to the Borrower and Shareholder required by the Facility Agent on Behalf of the Majority Lenders in order for them to
satisfy know your customer requirements. 

 Other documents and evidence 

 

	1.	Evidence that all fees and expenses then due and payable from the Borrower under this Amendment Agreement No. 1 have been or will be paid by the Effective Date.


  

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