Second Amendment to Performance  Guaranty



 Exhibit 10.4 
 EXECUTION COPY 
 SECOND AMENDMENT TO PERFORMANCE GUARANTY 

THIS SECOND AMENDMENT TO PERFORMANCE GUARANTY (this “Amendment”), dated as of June 22, 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 NEW YORK BRANCH (“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 is hereby amended and restated in its entirety as follows: 
 (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 provided that the Administrator shall have received counterparts of this Amendment duly executed by each of the parties hereto, in form and substance satisfactory to the Administrator. 

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] 

  

					
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 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 Falcon
	Name:	 	William 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



  

					
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	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH,
 as Purchaser Agent for the Atlantic Purchaser Group

		
	By:	 	/s/ Sam Pilcer
	Name:	 	Sam Pilcer
	Title:	 	Managing Director


  

			
		
	By:	 	/s/ Kostantina Kourmpetis
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director



  

					
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