exv10w6



 





Exhibit 10.6








3333 Peachtree Road, N.E.

Center Code 3913

Atlanta, Georgia 30326

Member NASD and SIPC




July 18, 2007




Confirmation of Swap Transaction



THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED
PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404-926-5827 OR 404-926-5826.



(Please direct any questions to Faraz Ansari at 404-926-5819.)




Steve Elder

Treasurer

Wright Express Corporation

97 Darling Avenue South

South Portland, Maine 04106

Ph#: 207-523-7769

Fax#: 207-523-7798




REF: 120387



Dear Mr. Elder:



The purpose of this Confirmation is to set forth the terms and conditions of the Swap Transaction
entered into between SunTrust Bank (“SunTrust”) and Wright Express Corporation (“Counterparty”) on
the Trade Date specified below. The definitions and provisions contained in the 2000 Definitions
published by the International Swaps and Derivatives Association, Inc. (“ISDA”), as amended and
supplemented from time to time (the “Definitions”), are incorporated by reference into this
Confirmation. In the event of any inconsistency between the Definitions and this Confirmation,
this Confirmation will govern.





	1.	 	The terms of the particular Swap Transaction to which this Confirmation relates are as follows:





	 	 	 
	 
	 	 
	Notional Amount:

	 	$40,000,000
	 
	 	 
	Trade Date:

	 	July 18, 2007
	 
	 	 
	Effective Date:

	 	July 23, 2007
	 
	 	 
	Termination Date:

	 	July 12, 2009, with adjustment in accordance with the Modified Following
Business Day Convention






 









 





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	Business Days:

	 	New York and London
	 
	 	 
	Calculation Agent:

	 	SunTrust
	 
	 	 
	Fixed Amounts
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Counterparty
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	The 22nd day of each month beginning August 22, 2007,
through and including the Termination Date, subject
to adjustment in accordance with the
Modified Following Business Day Convention
	 
	 	 
	Fixed Rate:

	 	5.199% per annum
	 
	 	 
	Fixed Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Adjustment to Period End Dates:

	 	Applicable
	 
	 	 
	Floating Amounts
	 	 
	 
	 	 
	Floating Rate Payer:

	 	SunTrust
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The 22nd day of each month
beginning August 22, 2007,
through and including the
Termination Date, subject
to adjustment in
accordance with the
Modified Following
Business Day Convention
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	1 month
	 
	 	 
	Floating Rate for initial Calculation Period:

	 	 To be determined
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Spread:

	 	Inapplicable
	 
	 	 
	Adjustment to Period End Dates:

	 	Applicable
	 
	 	 
	Reset Dates:

	 	The first day of each
Floating Rate Payer
Calculation Period







	2.	 	Other Provisions






(a) Relationship Between the Parties. Each party hereto will be deemed, as of the Trade
Date, to represent to the other party (absent a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for that Swap Transaction): -











 




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(i) Non-Reliance. It is acting for its own account, it has consulted appropriate
legal, tax, financial and other advisers prior to entering into the Swap
Transaction, and it has made its own independent decisions to enter into the Swap
Transaction and as to whether the Swap Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as it has deemed
necessary. It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into the Swap
Transaction, it being understood that information and explanations related to the
terms and conditions of the Swap Transaction will not be considered investment
advice or a recommendation to enter into the Swap Transaction. No communication
(written or oral) received from the other party will be deemed to be an assurance or
guarantee as to the expected results of the Swap Transaction.




(ii) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of the Swap Transaction.
It is also capable of assuming, and assumes, the risks of the Swap Transaction.




(iii) Status of Parties. THE OTHER PARTY IS NOT ACTING AS A FIDUCIARY FOR OR AN
ADVISER TO IT IN RESPECT OF THE SWAP TRANSACTION.




(b) SunTrust has the right, but not the obligation, to terminate the Swap Transaction if
seventy-five (75) days have elapsed since the Trade Date and the ISDA Form and its
accompanying Schedule have not been executed by the Counterparty and received by SunTrust.
If this right to terminate is exercised, SunTrust will be entitled to receive from the
Counterparty, or will be required to pay to the Counterparty, the fair market value for such
termination as determined by SunTrust in good faith and in accordance with market practice
and its own customary procedures.




(c) To help the government fight the funding of terrorism and money-laundering activities,
federal law requires SunTrust to obtain, verify, and record certain identifying information
about its customers. The Counterparty will need to provide to SunTrust its legal name,
physical address, date of birth, if applicable, and other identifying information, including
identifying documents, to assist in this verification process.











 




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	3.	 	Account Details




Payments to SunTrust



SunTrust Bank

ABA # 061000104

FBO: Bond Wire Clearing

Account # 9088-0000-95

Attn: Financial Risk Management, Operations



Payments to the Counterparty



Depository: Harris Bank

ABA # 071000288

Favor of: Wright Express Corporation

Account # 4539482



Please confirm that the foregoing correctly sets forth the terms of the Swap Transaction by signing
this Confirmation and immediately returning all its pages via fax (without a cover sheet) to
404-926-5827 or 404-926-5826.




	 	 	 	 	 	 	 	 	 	 	 
	Very truly yours,	 	 	 	Accepted and Confirmed as of the date first written:
	 
	 	 	 	 	 	 	 	 	 	 
	SUNTRUST BANK	 	 	 	WRIGHT EXPRESS CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Rafeek Ghafur	 	 	 	By:	 	/s/ Steven Elder
	 	 	 	 	 	 	 	 	 
	 

	 	Rafeek Ghafur
	 	 	 	 	 	Name:
	 	Steven Elder
	 

	 	Vice President
	 	 	 	 	 	Title:
	 	VP, Investor Relations & Treasurer