Common use of Amendments to the Receivables Purchase Agreement Clause in Contracts

Amendments to the Receivables Purchase Agreement. The parties hereto hereby effect the following amendments to the Receivables Purchase Agreement: (a) Clause (b) of Section 1.1 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (b) Clause (a) of Section 1.2 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount $300,000” therein and substituting a reference to the amount “$500,000” therefor. (c) Clause (A) of the proviso to Section 1.4(f) of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (d) Clause (a) of Section 6.4 of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator and each member of each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group party to this Agreement of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Agreement or any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator and each Purchaser Agent in connection with the enforcement or administration of the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, reimburse the Administrator and each member of each Purchaser Group for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel of the Administrator and each member of each Purchaser Group, or any shareholder or administrator of such, for advice relating to such Conduit Purchaser’s operation. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. (e) The definition of “Purchase Limit” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$450,000,000” therein and substituting the amount “$500,000,000” therefor. (f) Clause (g) of the definition of “Eligible Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (g) that is not the subject of any asserted dispute, offset (contra payable or sales tax payable by FleetCor to a taxing authority), hold back, defense, Adverse Claim or other claim, but any such Pool Receivable shall be ineligible only to the extent of such dispute, offset, hold back, defense, Adverse Claim or other claim,

Amendments to the Receivables Purchase Agreement. The parties hereto hereby effect the following amendments to the Receivables Purchase AgreementAgreement is hereby amended as follows: (a) Clause (bSection 1.2(a) of Section 1.1 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” thereforreplacing "two Business Days" with "thirty-five (35) days" where it appears therein. (b) Clause (a) of Section 1.2 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount $300,000” therein and substituting a reference to the amount “$500,000” therefor. (c) Clause (A) of the proviso to Section 1.4(f1.2(b) of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. final two paragraphs thereof. (dc) Clause (a) of Section 6.4 of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator and each member of each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group party to this Agreement of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Agreement or any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator and each Purchaser Agent in connection with the enforcement or administration of the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, reimburse the Administrator and each member of each Purchaser Group for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel of the Administrator and each member of each Purchaser Group, or any shareholder or administrator of such, for advice relating to such Conduit Purchaser’s operation. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. (e) The definition of “Purchase Limit” set forth "Defaulted Receivable" in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting replacing the reference to table set forth therein with the amount “$450,000,000” therein and substituting the amount “$500,000,000” therefor.following: 708664839 13429494 (fe) Clause (gb) of the definition of “"Eligible Receivable” set forth " in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:: (b) that is denominated and payable in U.S. dollars, and (except as otherwise expressly permitted pursuant to Sections I (f) and 2.ffi of Exhibit IV) the Obligor with respect to which has been instructed to remit Collections in respect thereof to a Lock-Box Account in the United States; (f) Section I (f) of Exhibit IV to the Receivables Purchase Agreement ts hereby amended by adding the following at the end of the first sentence thereof: ; provided, however, that Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. and the Servicer shall not be required to instruct Obligors to deliver Collections on Receivables originated by Airborne Systems North America of CA Inc. or by Airborne Systems North America ofNJ Inc., in either case, until the earlier of (i) July [_], 2014 and (ii) the occurrence of a Termination Event, and that the failure to do so by Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. or the Servicer prior to the date determined pursuant to clauses (i) and .ilil above shall not constitute a Termination Event for any reason related thereto. 2 708664839 13429494 (g) that is not the subject Section 2(t) of any asserted dispute, offset (contra payable or sales tax payable by FleetCor to a taxing authority), hold back, defense, Adverse Claim or other claim, but any such Pool Receivable shall be ineligible only Exhibit IV to the extent Receivables Purchase Agreement IS hereby amended by adding the following at the end of such disputethe first sentence thereof: ; provided, offsethowever, hold backthat Airborne Systems North America of CA Inc., defenseAirborne Systems North America of NJ Inc. and the Servicer shall not be required to instruct Obligors to deliver Collections on Receivables originated by Airborne Systems North America of CA Inc. or by Airborne Systems North America of NJ Inc., Adverse Claim in either case, until the earlier of (i) July 23, 2014 and (ii) the occurrence of a Termination Event, and that the failure to do so by Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. or other claim,the Servicer prior to the date determined pursuant to clauses (i) and .(ill above shall not constitute a Termination Event for any reason related thereto.

Amendments to the Receivables Purchase Agreement. The parties hereto hereby effect the following amendments to the Receivables Purchase Agreement: (a) Clause Clauses (a) and (b) of Section 1.1 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (b) Clause (a) of Section 1.2 of the Receivables Purchase Agreement is are hereby amended by deleting deleted in their respective entireties and replaced with the reference to the amount $300,000” therein and substituting a reference to the amount “$500,000” therefor. (c) Clause (A) of the proviso to Section 1.4(f) of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (d) Clause (a) of Section 6.4 of the Receivables Purchase Agreement is hereby amended and restated in its entirety as followsfollowing: (a) By way of clarification, and Each Funded Purchase (but not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator and each member of each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provisionreinvestment) of this Agreement or the other Transaction Documents, (ii) the sale of an undivided percentage ownership interests with regard to the Purchased Interest (or hereunder may be made on any portion thereof), (iii) day upon the perfection (and continuation) of the AdministratorSeller’s rights written notice in the Receivablesform of Annex B (each, Collections and other Pool Assets, (iva “Purchase Notice”) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group party delivered to this Agreement of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Agreement or any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h). (b) On the enforcement date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or administration a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject to the provisos applicable conditions set forth in Exhibit II (except as set forth in Section 1(e1.2(h) and Section 2(e) of Exhibit IV heretowith respect to a Delayed Purchase Amount), reimburse make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each member Purchaser Agent) an amount equal to the portion of each Purchaser Group for Capital relating to the cost of such Person’s auditors (which may be employees of such Person) auditing undivided percentage ownership interest with regard to the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred Purchased Interest then being funded by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel of the Administrator and each member of each Purchaser Group, or any shareholder or administrator of such, for advice relating to such Conduit Purchaser’s operation. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. (e) The definition of “Purchase Limit” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$450,000,000” therein and substituting the amount “$500,000,000” therefor. (f) Clause (g) of the definition of “Eligible Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (g) that is not the subject of any asserted dispute, offset (contra payable or sales tax payable by FleetCor to a taxing authority), hold back, defense, Adverse Claim or other claim, but any such Pool Receivable shall be ineligible only to the extent of such dispute, offset, hold back, defense, Adverse Claim or other claim,

Amendments to the Receivables Purchase Agreement. The parties hereto hereby effect the following amendments to the Receivables Purchase Agreement: (a2.1 Section 1.1(a) Clause (b) of Section 1.1 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (b) Clause (a) of Section 1.2 of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount $300,000” therein and substituting a reference to the amount “$500,000” therefor. (c) Clause (A) of the proviso to Section 1.4(f) of the Receivables Purchase Agreement is hereby amended by deleting the reference to the amount “$20,000,000” therein and substituting a reference to the amount “$50,000,000” therefor. (d) Clause (a) of Section 6.4 of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (a) By way of clarification: “On the terms and conditions hereinafter set forth in this Agreement, each Conduit Purchaser hereby agrees to purchase, and make reinvestments of, on a non-recourse basis, ratably, based on their respective commitments set forth in Schedule IV hereto, undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date to the extent that, for each Conduit Purchaser, such purchase or reinvestment would not of limitationexceed its respective commitment set forth in Schedule IV hereto, of Sections 1.7 and after giving effect to all such purchases or 3.1reinvestments for all Conduit Purchasers on such date, the Seller shall pay to the Administrator and each member of each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale aggregate outstanding Capital of the Purchased Interest (or any portion thereof), (iii) would not exceed the perfection (and continuationPurchase Limit.” 2.2 Section 1.4(f)(iii) of the Administrator’s rights Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: “the Servicer shall hold such payments received from the Seller or Principal Collections (to the extent representing a return of Capital), as the case may be, in trust for the Conduit Purchasers, ratably based on their respective commitments Amendment Agreement set forth in Schedule IV hereto, for payment to the Conduit Agents on the next Monthly Settlement Date immediately following the current Settlement Period or such other date approved by the Conduit Agents, and Capital shall be deemed reduced in the Receivables, Collections and other Pool Assets, (iv) amount to be paid to the enforcement by Conduit Agents only when in fact finally so paid;” 2.3 Notwithstanding anything to the Administrator, any Purchaser Agent or any member of any Purchaser Group party to this Agreement of contrary in the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Receivables Purchase Agreement or any related Liquidity Provider other Transaction Document, for all purposes of notices and consents required under the Receivables Purchase Agreement or any other related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement to be delivered to Xxxxx Factoring Company (the “Seller”), such notices and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator and each Purchaser Agent in connection with the enforcement or administration of the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject consents shall be sent to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV heretoSeller’s new address at: 000 Xxxxx Xxxx Xxxx, reimburse the Administrator and each member of each Purchaser Group for the cost of such Person’s auditors (which may be employees of such Person) auditing the booksXxxxx 000, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated therebyXxxxxx, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the Rating Agencies and reasonable fees and outXxxxxxxx 00000-of-pocket expenses of counsel of the Administrator and each member of each Purchaser Group, or any shareholder or administrator of such, for advice relating to such Conduit Purchaser’s operation. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm0000. (e) 2.4 The definition of “Purchase LimitFacility Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by deleting replacing the reference to the amount date “$450,000,000April 7, 2006” therein and substituting with the amount date “$500,000,000July 15, 2008” therefortherein. (f) Clause (g) of the definition of “Eligible Receivable” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: (g) that is not the subject of any asserted dispute, offset (contra payable or sales tax payable by FleetCor to a taxing authority), hold back, defense, Adverse Claim or other claim, but any such Pool Receivable shall be ineligible only to the extent of such dispute, offset, hold back, defense, Adverse Claim or other claim,