exv10w8



 





Exhibit 10.8




	 	 	 
	To:

	 	Wright Express Corporation
	 

	 	97 Darling Avenue
	 

	 	South Portland, ME 04106
	 
	 	 
	Attn:

	 	Frank Douglass (or authorized signer)
	Fax:

	 	207-523-7723
	 
	 	 
	Duplicate
	 	 
	Confirm to:
	 	 
	Client ID:

	 	10000356352~Bowen
	 
	 	 
	From: 

Date: 

Our Ref:

	 	KEYBANK NATIONAL ASSOCIATION

22-Aug-07

184554/184554





The purpose of this letter agreement is to set forth the terms and conditions
of the Swap Transaction entered into between KEYBANK NATIONAL ASSOCIATION and
WRIGHT EXPRESS CORPORATION on the Trade Date specified below (the “Swap
Transaction”). This letter agreement constitutes a “Confirmation” as referred
to in the Swap Agreement specified below.




     1. The definitions and provisions contained in the 2000 ISDA
Definitions as published by the International Swaps and Derivatives
Association, Inc. (the “Definitions”) and amended from time to time,
are incorporated into this Confirmation.



     If you and we are parties to an ISDA Master Agreement as published by
the International Swap Dealers Association, Inc. and the Schedule to
such agreement that sets forth the general terms and conditions
applicable to Swap Transactions between us (a “Swap Agreement”), this
Confirmation supplements, forms a part of, and is subject to, such Swap
Agreement. If you and we are not yet parties to a Swap Agreement, this
Confirmation will be a complete valid legal binding agreement between
us as supplemented by the general terms and conditions set forth in the
standard form ISDA Master Agreement copyright 1992 by the International
Swap Dealers Association, Inc.(“standard ISDA form”). All provisions
contained or incorporated by reference in such Swap Agreement shall
govern this Confirmation except as expressly modified below. In the
event of any inconsistency between this Confirmation and the
Definitions or the Swap Agreement or the standard ISDA form if a Swap
Agreement has not been entered into between us, this Confirmation will
govern.



     This Confirmation will be governed by and construed in accordance with
the laws of the State of New York, without reference to choice of law
doctrine, provided that this provision will be superseded by any choice
of law provision in the Swap Agreement.



     2. This Confirmation constitutes a Rate Swap Transaction under the Swap
Agreement and the terms of the Rate Swap Transaction to which this
Confirmation relates are as follows:



 









 





WRIGHT EXPRESS CORPORATION

Our Ref: 184554/184554




	 	 	 
	Notional Amount:

	 	$25,000,000.00 USD
	 
	 	 
	Trade Date:

	 	22-Aug-07
	 
	 	 
	Effective Date:

	 	22-Aug-07
	 
	 	 
	Termination Date:

	 	24-Aug-07
	 
	 	 
	Fixed Amounts:
	 	 
	Fixed Rate Payer:

	 	WRIGHT EXPRESS CORPORATION
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	Commencing 24-Sep-07 and monthly thereafter on the
22nd calendar day of the month up to and
including the Termination Date, subject to adjustment in
accordance with Modified Following Business Day
Convention.
	 
	 	 
	Fixed Rate:

	 	4.73100%
	 
	 	 
	Fixed Rate Day Count Fraction:

	 	Act/360
 
	Floating Amounts:
	 	 
	Floating Rate Payer:

	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 
	Floating Rate Payer
Payment Dates:
	 	Commencing 24-Sep-07 and monthly thereafter on the
22nd calendar day of the month up to and
including the Termination Date, subject to adjustment
in accordance with Modified Following Business Day
Convention
	 
	 	 
	Floating Rate for
Initial Calculation
Period including
spread:

	 	5.500000%
	 
	 	 
	Floating Rate Option:

	 	 USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	1-Month
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day
Count Fraction:

	 	Act/360
 
	Reset Dates:

	 	The first day of each Floating Rate Payer Calculation Period.






 









 






WRIGHT EXPRESS CORPORATION

Our Ref: TBD




	 	 	 
	Calculation Agent:

	 	KEYBANK NATIONAL ASSOCIATION
	 
	Business days:

	 	New York and London
	 
	 	 
	Other Terms
and Conditions:

	 	None
	 
	 	 
	Payment Method: 
	 	Please Provide 





Please confirm the foregoing correctly sets forth the terms of our Agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.




	 	 	 	 	 
	 	Regards,
 

KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Mary Chudzinski
 	 
	 	 	Name:  	Mary Chudzinski 	 
	 	 	 	 
	 



Accepted and Confirmed as

of the Trade Date




WRIGHT EXPRESS CORPORATION



	 	 	 	 	 
	/s/ Steven Elder
 	 	 
	Name:  	Steven Elder 	 	 
	Title:  	Treasurer