PURCHASE AND SALE AGREEMENT Dated as of December 20, 2004 between VARIOUS ENTITIES LISTED ON SCHEDULE I, as the Originators and FLEETCOR FUNDING LLCPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 20, 2004 is entered into between the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each, an “Originator”; and collectively, “Originators”), and FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”).
FLEETCOR TECHNOLOGIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENTEmployee Incentive Stock Option Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of October 29, 2007 among FLEETCOR FUNDING LLC, as Seller FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as Servicer THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO, and...Receivables Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, FleetCor, the Servicer or any Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;
CREDIT AGREEMENT dated as of June 29, 2005, as amended and restated as of April 30, 2007, among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC and FLEETCOR UK ACQUISITION LIMITED, as Borrowers, FLEETCOR TECHNOLOGIES, INC., as Parent The Lenders Party...Assignment and Assumption • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
CREDIT AGREEMENT dated as of June 29, 2005, as amended and restated as of April 30, 2007 (this “Agreement”), among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR UK ACQUISITION LIMITED, a limited company organized under the laws of England and Wales (the “UK Borrower” and, together with the Company, the “Borrowers”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of February 3, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator party hereto (collectively, the “Originators”).
FLEETCOR TECHNOLOGIES, INC. SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL 1, 2009Preferred Stock Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
FIRST AMENDMENT TO PERFORMANCE GUARANTYPerformance Guaranty • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO PERFORMANCE GUARANTY (this “Amendment”), dated as of March 19, 2010, 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”).
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
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”).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 8, 2008, is entered into among FLEETCOR FUNDING LLC, (the “Seller”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, (the “Servicer”), the various Purchaser Agents, Conduit Purchasers and Related Committed Purchasers listed on the signature pages hereto, and PNC BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”).
FLEETCOR TECHNOLOGIES, INC. EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTEmployee Non-Qualified Stock Option Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.
PAYMENT UNDERTAKING dated 7 December 2006 between FLEETCOR TECHNOLOGIES, INC and CCS ČESKÁ SPOLEČNOST PRO PLATEBNÍ KARTY a.s. and BANK AUSTRIA CREDITANSTALT AG as Arranger BANK AUSTRIA CREDITANSTALT AG as Original Lender BANK AUSTRIA CREDITANSTALT AG...Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 28, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator party hereto (collectively, the “Originators”).
ASSIGNMENT, ASSUMPTION AGREEMENT AND SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of November 10, 2008, is entered into among FLEETCOR FUNDING LLC (the “Seller”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC (the “Servicer”), MARKET STREET FUNDING LLC (“Market Street”), as conduit purchaser assignor (the “Conduit Assignor”), and as related committed purchaser assignor (in such capacity, the “Committed Assignor”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”) as purchaser agent for the Market Street Purchaser Group (“Market Street Purchaser Agent”) and as Administrator, Atlantic Asset Securitization LLC (“Atlantic”), as a conduit purchaser assignee (the “Atlantic Assignee”), CALYON NEW YORK BRANCH (“Calyon”), as a related committed purchaser assignee (the “Calyon Assignee”), Calyon, as purchaser agent for the Atlantic Purchaser Group (as defined below), and the various Purchaser Agents, Conduit Purchasers and Related Committed Purcha
STOCK PURCHASE AGREEMENT DATED AS OF APRIL 1, 2009 AMONG FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC as PURCHASER CLC GROUP, INC. as THE COMPANY AND THE ENTITIES AND INDIVIDUALS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS “SELLER PARTIES”, as SELLER...Stock Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
STOCK PURCHASE AGREEMENT dated as of April 1, 2009, by and among FleetCor Technologies Operating Company, LLC, a Georgia limited liability company (the “Purchaser”), CLC Group, Inc., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto as “Seller Parties” (collectively, the “Seller Parties”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of August 1, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each remaining Originator listed on Schedule I hereto (collectively, the “Originators”).
THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 25, 2010, is entered into among FLEETCOR FUNDING LLC (the “Seller”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC (the “Servicer”), the various Purchaser Agents, Conduit Purchasers and Related Committed Purchasers listed on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, the “Administrator”).
FLEETCOR TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
FleetCor Technologies, Inc. (the “Company”) hereby issues and sells the shares of its common stock specified below pursuant to its Amended and Restated Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of October 29, 2007, 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”).
PERFORMANCE GUARANTYPerformance Guaranty • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York
This PERFORMANCE GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of December 20, 2004, is made by FLEETCOR TECHNOLOGIES, INC., a corporation organized under the laws of the state of Delaware (“Holdings”) and 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”), in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (the “Administrator”) for the benefit of the Purchasers (and their assigns) under the Receivables Purchase Agreement (as defined below).
