EX-10.2






SECOND AMENDMENT TO PERFORMANCE GUARANTY




THIS SECOND AMENDMENT TO PERFORMANCE GUARANTY (this “Amendment”), dated as of February
24, 2011, is entered into by and among FLEETCOR TECHNOLOGIES, INC., a corporation organized under
the laws of the state of Delaware (“Holdings”), FLEETCOR TECHNOLOGIES OPERATING COMPANY,
LLC, a limited liability company organized under the laws of the state of Georgia
(“FleetCor”) (together, FleetCor and Holdings are each a “Performance Guarantor”
and collectively the “Performance Guarantors”), PNC BANK, NATIONAL ASSOCIATION
(“PNC”), as administrator (in such capacity, the “Administrator”), PNC, as a
purchaser agent and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Credit Agricole”), as
a purchaser agent (together, PNC and Credit Agricole, in their capacities as purchaser agents, are
each a “Purchaser Agent” and collectively the “Purchaser Agents”).



BACKGROUND




A. Reference is made to that certain Performance Guaranty, dated as of December 20, 2004 (as
amended, restated, supplemented or otherwise modified through the date hereof, the “Performance
Guaranty”) made by the Performance Guarantors for the benefit of the Administrator, the
Purchasers, the Purchaser Agents and each other Indemnified Party and Affected Person. Capitalized
terms used and not otherwise defined herein have the respective meaning assigned to such terms in
the Performance Guaranty.



B. The parties hereto desire to amend the Performance Guaranty as hereinafter set forth.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



SECTION 1. Amendment to the Performance Guaranty. Clause (f) of Section
7 of the Guaranty entitled “Permitted Acquisitions” is hereby replaced in its entirety
with the following:



(f) [Reserved].



SECTION 2. Representations and Warranties of the Performance Guarantors. Each
Performance Guarantor hereby represents and warrants 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;




(c) the Facility Termination Date has not occurred; and




(d) the execution and delivery by such Person of this Amendment, and the performance by
such Person of its obligations under this Amendment and the Performance Guaranty, 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 Performance Guaranty, as
amended hereby, are such Person’s valid and legally binding obligations, enforceable in
accordance with its terms.



SECTION 3. Effect of Amendment. All provisions of the Performance Guaranty, as
expressly amended and modified by this Amendment, shall remain in full force and effect. After this
Amendment becomes effective, all references in the Performance Guaranty (or in any other
Transaction Document) to “this Performance Guaranty”, “this Agreement”, “hereof”, “herein” or words
of similar effect referring to the Performance Guaranty shall be deemed to be references to the
Performance Guaranty as amended by this Amendment. This Amendment shall not be deemed, either
expressly or impliedly, to waive, amend or supplement any provision of the Performance Guaranty
other than as set forth herein.



SECTION 4. Effectiveness. This Amendment shall be effective as of the date hereof
upon satisfaction of the conditions precedent specified in Section 4 of that certain Fourth
Amendment to the Receivables Purchase Agreement being entered into concurrently herewith.



SECTION 5. 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 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.



SECTION 7. 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
Performance Guaranty 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 TECHNOLOGIES, INC.




By:  /s/ Eric Dey

Name: Eric Dey

Title: Chief Financial Officer





FLEETCOR TECHNOLOGIES


OPERATING COMPANY, LLC




By:  /s/ Eric Dey

Name: Eric Dey

Title: Chief Financial Officer




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PNC BANK, NATIONAL ASSOCIATION,






as Administrator




By:  /s/ William P. Falcon

Name: William P. Falcon

Title: Vice President





PNC BANK, NATIONAL ASSOCIATION,






as Purchaser Agent for the Market Street Purchaser
Group




By: /s/ Jessica Fabrizi

Name: Jessica Fabrizi

Title: Assistant Vice President




2




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,






as Purchaser Agent for the Atlantic Purchaser Group




By:  /s/ Kostantina Kourmpetis

Name: Kostantina Kourmpetis

Title: Managing Director





By: /s/ Sam Pilcer

Name: Sam Pilcer

Title: Managing Director





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