exv10w4



 




Exhibit 10.4



	 	Re: 	 	USD 40,000,000.00 swap transaction between The Bank of Tokyo-Mitsubishi UFJ,
Ltd., New York Branch (“Party A’) and Wright Express (“Party B”)
	 
	 	 	 	PLEASE RESPOND TO THIS FACSIMILE WITHIN ONE BUSINESS DAY 





     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and
conditions of the Swap Transaction entered into between Party A and Party B on the Trade Date
specified below.



     The definitions and provisions contained in the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



     This Confirmation evidences a complete and binding agreement between you and us as to the
terms of the Swap Transaction to which this Confirmation relates, In addition, you and we agree to
use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of
the ISDA 2002 Master Agreement International Swaps and Derivatives Association, Inc. (the “ISDA
Form”), with such modifications in the “Schedule” attached thereto, as we shall in good faith
agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement,
form a part of, and be subject to that agreement. All provisions contained in or incorporated by
reference in that agreement upon its execution will govern this Confirmation except as expressly
modified below, Until we execute and deliver that agreement, this Confirmation, together with all
other documents referring to the ISDA Form (each a “Confirmation”) confirming transactions (each a
“Transaction”) entered into between us (notwithstanding anything to the contrary in a
Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the
ISDA Form as if we had executed an agreement in such form (but without any Schedule except for the
election of the laws of the State of New York (without reference to choice of law doctrine) as the
governing law and U.S. Dollars as the Termination Currency) on the Trade Date of the first such
Transaction between us. In the event of any inconsistency between the provisions of the ISDA Form,
or if applicable, an ISDA Master Agreement, and this Confirmation, this Confirmation will prevail
for the purpose of this Swap Transaction.



     Terms are Binding: In the absence of manifest error, each Confirmation we send you shall be
conclusive and binding on you unless you notify us in writing of an objection to the terms thereof
within five days after delivery, or we notify you of an error in the Confirmation.



1. Swap Transaction




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



	 	 	 
	Notional Amount:

	 	USD 40,000,000.00
	 
	 	 
	Trade Date:

	 	July 18, 2007
	 
	 	 
	Effective Date:

	 	July 23, 2007
	 
	 	 
	Termination Date:

	 	July 22, 2009, subject to adjustment in accordance with the Modified
Following Business Day Convention.











 









 











	 	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Party B
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	The 22 calendar day of each month commencing on August
22, 2007 to the Termination Date inclusive, subject to adjustment in accordance with the
Modified Following Business Day Convention
	 
	 	 
	Fixed Rate:

	 	5.20000%
	 
	 	 
	Fixed Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party A
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The 22 calendar day of each month commencing on August 22,
2007 to the Termination Date inclusive, subject to adjustment in accordance with the
Modified Following Business Day Convention
	 
	 	 
	Floating Rate for initial
Calculation Period:

	 	To be determined
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	1 Month
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Reset Dates:

	 	First day of each Calculation Period






	 	 	 
	Business Days for Party A and Party B:

	 	London and New York
	 
	 	 
	Calculation Agent:

	 	Party A, unless otherwise stated in the agreement






2. Account Details 




	 	 	 	 	 
	Payment instructions for Party A:	 	Federal Reserve Bank
	 
	 	A/C  Name:	 	The Bank of Tokyo-Mitsubishi-Mitsubishi, Ltd., 
New York Branch
	 
	 	CHIPS ABA	 	963 UID 279384
	 
	 	ABA #:	 	026-009-632
	 
	 	A/C No.:	 	97770426
	 
	 	 	 	 
	Payment instructions for Party B:
	 	Bank:	 	Harris Bank, Chicago
	 
	 	ABA#:	 	071000288
	 
	 	A/C Name:	 	Wright Express Corporation






 









 






	 	 	 	 	 
	 
	 	A/C No.:	 	4539482






	 	 	 	 	 
	Party B:	 	Documentation Contact	 	Operations Contact
	 
	 	 	 	 
	 

	 	Name(s): Frank Douglass
	 	Frank Douglass
	 
	 	 	 	 
	 

	 	Tel No: (207) 523-7723
	 	(207) 523-7723
	 
	 	 	 	 
	 

	 	Fax No: (207) 523-7104
	 	(207) 523-7104
	 
	 	 	 	 
	 

	 	Email: Frank_Douglass@wrighexpress.com
	 	Frank_Douglass@wrightexpress.com






3. Offices 




     The Office of Party A for this Swap Transaction is New York.



     The Office of Party A for this Swap Transaction is South Portland, Maine.



4. Other Provisions 



Each party represents and warrants to the other party that, in connection with this Swap
Transaction, (i) it has and will continue to consult with its own legal, regulatory, tax, business,
investment, financial and accounting advisors to the extent it deems necessary, and it has and will
continue to make its own investment, hedging and trading decisions (including, without limitation,
decisions regarding the appropriateness and/or suitability of this Swap Transaction) based upon its
own independent judgment and upon any advice or recommendation from such advisors as it deems
necessary, and not in reliance upon the other party hereto or any of its Affiliates or any of their
respective officers, directors or employees, or any view expressed by any of them, (ii) it has
evaluated and it fully understands all the terms, conditions and risks of this Swap Transaction.
and it is willing to assume (financially and otherwise) all such risks, (iii) it has and will
continue to act as principal and not agent of any person, and the other party hereto and its
Affiliates have not and will not be acting as a fiduciary or financial, investment, commodity
trading or other advisor to it, and (iv) it is entering into this Swap Transaction in connection
with its line of business,




     Please confirm that this facsimile correctly sets forth the terms of the Swap Transaction by
executing the copy of this Confirmation for that purpose and returning it to us by facsimile at
(201) 413-4192/8179.



	 	 	 	 	 	 	 	 	 	 	 
	Confirmed as of the date first written:	 	 	 	Confirmed as of the date first written:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

New York Branch	 	 	 	Wright Express,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Gary Mirabito	 	 	 	/s/ Steven Elder	 	 
	 	 	 	 	 	 	 
	Name:
	 	Gary Mirabito
	 	 	 	Name:
	 	Steven Elder
	 	 
	
Title:
	 	
Vice President, Market Operations Group
	 	 	 	
Title:
	 	
Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Counterpart Ref No.