EX-10.1






EXECUTION COPY




INCREMENTAL AMENDMENT




Dated as of May 29, 2008

among




WRIGHT EXPRESS CORPORATION,

as the Borrower,




BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,




The Incremental Lenders Party Hereto,




BANC OF AMERICA SECURITIES LLC

and

SUNTRUST ROBINSON HUMPHREY, A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,

as

Joint Lead Arrangers and Joint Book Managers




and

SUNTRUST BANK, INC.,

as

Syndication Agent






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INCREMENTAL AMENDMENT




This Incremental Amendment, dated as of May 29, 2008 (this “Incremental Amendment”),
is delivered pursuant to Section 2.14(b) of the Credit Agreement, dated as of May 22, 2007
(as amended from time to time, the “Credit Agreement”), among WRIGHT EXPRESS CORPORATION, a
Delaware corporation (the “Borrower”), each lender from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (in its capacity as administrative
agent, the “Administrative Agent”). Capitalized terms not defined herein shall have the
meanings given to such terms in the Credit Agreement.



For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of the lenders set forth on Exhibit A (each, an “Incremental
Lender”) hereby agrees, as of May 29, 2008 (the “Increase Effective Date”), to increase
its Commitment from the amount set forth next to its name on Exhibit A under the heading
“Existing Commitment” to the amount set forth next to its name on Exhibit A under
the heading “New Commitment”. Each of the undersigned each hereby represents and warrants
that it is legally authorized to enter into this Incremental Amendment.



Following the execution of this Incremental Amendment by the undersigned, this Incremental
Amendment will be delivered to the Administrative Agent for acceptance and for recording by the
Administrative Agent in the Register effective as of the Increase Effective Date (which date shall
not, unless otherwise agreed to by the Administrative Agent, be earlier than one Business Day after
the date of such acceptance and recording by the Administrative Agent and shall in no event be
earlier than the date the information contained herein is recorded in the Register).



Immediately following the execution and delivery of this Incremental Amendment by the
undersigned and satisfaction of each of the conditions precedent set forth in Section
2.14(e) of the Credit Agreement, (i) the Credit Agreement shall be amended to delete
Schedule 2.01 in its entirety and replace it with Schedule 2.01 attached hereto and
(ii) the Commitments under the Credit Agreement will be as set forth on Schedule 2.01
attached hereto.



This Incremental Amendment shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Incremental Amendment shall be governed
by and construed in accordance with the laws of the State of New York. Delivery of an executed
counterpart of a signature page of this Incremental Amendment by telecopy shall be effective as
delivery of a manually executed counterpart of this Incremental Amendment. This Incremental
Amendment may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Incremental
Amendment by signing any such counterpart.



[Remainder of page intentionally left blank.]




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IN WITNESS WHEREOF, the undersigned have caused this Incremental Amendment to be duly executed
as of this 29th day of May, 2008.




WRIGHT EXPRESS CORPORATION




By: /s/ Melissa D. Smith

Name: Melissa D. Smith

Title: CFO




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BANK OF AMERICA, N.A., as Administrative Agent




By: /s/ Jane A. Parker

Name: Jane A. Parker

Title: Senior Vice President

BANK OF AMERICA, N.A., as a Lender





By: /s/ Jane A. Parker

Name: Jane A. Parker

Title: Senior Vice President




SUNTRUST BANK, as a Lender




By: /s/ Brian Peters

Name: Brian Peters

Title: Managing Director





KEYBANK NATIONAL ASSOCIATION, as a Lender




By: /s/ Neil C. Buitenhuye

Name: Neil C. Buitenhuye

Title: Senior Vice President

BMO CAPITAL MARKETS FINANCING, INC., as a Lender




By: /s/ Thomas J. Wilson

Name: Thomas J. Wilson

Title: Vice President





TD BANKNORTH, N.A., as a Lender




By: /s/ Charles A. Walker

Name: Charles A. Walker, SVP

Title: Senior Vice President

WELLS FARGO BANK, N.A., as a Lender




By: /s/ David M. Crane

Name: David M. Crane

Title: Vice President





MERRILL LYNCH BANK USA, as a Lender




By: /s/ Louis Alder

Name: Louis Alder

Title: First Vice President




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EXHIBIT A




COMMITMENTS OF INCREASING LENDERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Existing Commitment	 	Existing Percentage	 	New Commitment	 	New Percentage
	BANK OF AMERICA, N.A.
	 	$	70,000,000	 	 	 	20.00000000	%	 	 	98,000,000	 	 	 	21.77777778	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUNTRUST BANK
	 	$	50,000,000	 	 	 	14.28571429	%	 	 	65,000,000	 	 	 	14.44444444	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	KEYBANK NATIONAL
ASSOCIATION
	 	$	50,000,000	 	 	 	14.28571429	%	 	 	60,000,000	 	 	 	13.33333333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BMO CAPITAL MARKETS
FINANCING, INC.
	 	$	40,000,000	 	 	 	11.42857143	%	 	 	52,000,000	 	 	 	11.55555556	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TD BANKNORTH, N.A.
	 	$	40,000,000	 	 	 	11.42857143	%	 	 	50,000,000	 	 	 	11.11111111	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, N.A.
	 	$	30,000,000	 	 	 	8.571428571	%	 	$	50,000,000	 	 	 	11.11111111	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANK OF TOKYO
–MITSUBISHI UFJ TRUST
COMPANY
	 	$	30,000,000	 	 	 	8.571428571	%	 	$	30,000,000	 	 	 	6.66666667	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WACHOVIA BANK,
NATIONAL ASSOCIATION
	 	$	25,000,000	 	 	 	7.142857143	%	 	$	25,000,000	 	 	 	5.55555556	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MERRILL LYNCH BANK USA
	 	$	15,000,000	 	 	 	4.285714286	%	 	$	20,000,000	 	 	 	4.44444444	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Commitments:
	 	$	350,000,000.00	 	 	 	100.00	%	 	$	450,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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SCHEDULE 2.01




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Percentage
	BANK OF AMERICA, N.A.
	 	 	98,000,000	 	 	 	21.77777778	%
	 
	 	 	 	 	 	 	 	 
	SUNTRUST BANK
	 	 	65,000,000	 	 	 	14.44444444	%
	 
	 	 	 	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION
	 	 	60,000,000	 	 	 	13.33333333	%
	 
	 	 	 	 	 	 	 	 
	BMO CAPITAL MARKETS FINANCING, INC.
	 	 	52,000,000	 	 	 	11.55555556	%
	 
	 	 	 	 	 	 	 	 
	TD BANKNORTH, N.A.
	 	 	50,000,000	 	 	 	11.11111111	%
	 
	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, N.A.
	 	$	50,000,000	 	 	 	11.11111111	%
	 
	 	 	 	 	 	 	 	 
	BANK OF TOKYO –MITSUBISHI UFJ TRUST COMPANY
	 	$	30,000,000	 	 	 	6.66666667	%
	 
	 	 	 	 	 	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	$	25,000,000	 	 	 	5.55555556	%
	 
	 	 	 	 	 	 	 	 
	MERRILL LYNCH BANK USA
	 	$	20,000,000	 	 	 	4.44444444	%
	 
	 	 	 	 	 	 	 	 
	Total Commitments:
	 	$	450,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 







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