exv10w2



 





Exhibit 10.2



FORM
OF CONFIRMATION EVIDENCING PURCHASES AND SALES OF DIESEL PUT OPTIONS

AND CALL OPTIONS BY
WRIGHT EXPRESS CORPORATION FROM BANK OF AMERICA, N.A.




Bank of America, N.A.

233 South Wacker Drive, Suite 2800

Chicago, IL 60606




	 	 	 
	Date:

	 	                    
	 
	 	 
	To:

	 	Wright Express
	Attn:

	 	Steve Elder
	Fax No:

	 	(207) 523-7797
	 
	 	 
	From:

	 	Bank of America, N.A.
	Fax No:

	 	866-204-4836
	Tel No:

	 	312-234-2736
	 
	 	 
	Transaction Ref. No.:  

	 	Mur                     






Dear Sir/Madam;



The purpose of this letter agreement is to confirm the terms and conditions of the Transaction
entered into between Wright Express (Party “B”) and Bank of
America, N.A. (Party “A”) (each a
“Party” and together “the Parties”) on the Trade
Date specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement
specified below (the “Agreement”).



The definitions and provisions contained in the 2005 ISDA Commodity Definitions, as published by
the International Swaps and Derivatives Association, Inc., (the
“Definitions”) are incorporated
into this Confirmation. In the event of any inconsistency between the Definitions and this
Confirmation, this Confirmation will govern.



This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as
of Month Date Year as amended and supplemented from time to time between the parties. All
provisions contained in the Agreement govern this Confirmation except as expressly modified below.



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




	 	 	 	 	 
	 

	 	Notional Quantity per Calculation Period:
	 	                     Gallons
	 
	 	 	 	 
	 

	 	Total Notional Quantity:
	 	                     Gallons
	 
	 	 	 	 
	 

	 	Trade Date:
	 	                    
	 
	 	 	 	 
	 

	 	Effective Date:
	 	                    
	 
	 	 	 	 
	 

	 	Termination Date:
	 	                    
	 
	 	 	 	 
	 

	 	Put Seller/Call Buyer:
	 	Party A
	 
	 	 	 	 
	 

	 	Put Buyer/Call Seller:
	 	Party B
	 
	 	 	 	 
	 

	 	Option Style:
	 	Asian
	 
	 	 	 	 
	 

	 	Option Type:
	 	Collar






 









 





Exhibit 10.2





	 	 	 	 	 
	 

	 	Calculation Period:
	 	Monthly, from and including                      to and including
                    
	 
	 	 	 	 
	 

	 	Commodity Reference Price:
	 	DIESEL FUEL — ON — HIGHWAY — ENERGY INFORMATION ADMINISTRATION
	 
	 	 	 	 
	 

	 	Specified Price:
	 	For each Calculation Period, the Floating Price shall be
calculated as the arithmetic average of the weekly mean price
per gallon for Retail on ___ Highway, Diesel Fuel, as published
by the Entergy Information Administration (statistical price
agency for the U.S. Department of Energy) under the column
“Nation — U.S. AVG.”
	 
	 	 	 	 
	 

	 	Pricing Dates:
	 	Each Commodity Business Days in the relevant Calculation Period
	 
	 	 	 	 
	 

	 	Call Strike Price:
	 	$                     per Gallon
	 
	 	 	 	 
	 

	 	Put Strike Price:
	 	$                     per Gallon
	 
	 	 	 	 
	Procedure for Exercise
	 
	 	 	 	 
	 

	 	Expiration Date(s):
	 	In respect of a Calculation Period, the final Pricing Date of
that Calculation Period
	 
	 	 	 	 
	 

	 	Automatic Exercise:
	 	Applicable
	 
	 	 	 	 
	 

	 	Cash Settlement:
	 	Applicable
	 
	 	 	 	 
	 

	 	Settlement Date(s):
	 	Monthly, Five (5) Business Days following each Expiration Date
	 
	 	 	 	 
	 

	 	Business Day:
	 	New York
	 
	 	 	 	 
	 

	 	Calculation Agent:
	 	As per the agreement






Rounding:



All amounts resulting from the calculation of the Floating Price(s) shall be rounded as follows:





	(a)	 	If the relevant unit of measure is MMBtus or
Gallons, then the Floating Price shall be
rounded to the nearest four decimal places
(with 0.00005 being rounded upwards
(e.g.0.33334 being rounded down to 0.3333 and
0.33335 being rounded up to 0.3334)).
	 
	(b)	 	If the relevant unit of measure is Barrels,
Metric Tonnes or MWh then the Floating Price
shall be rounded to the nearest three decimal
places (with 0.0005 being rounded upwards
(e.g.0.3334 being rounded down to 0.333 and
0.3335 being rounded up to 0.334)).
	 
	(c)	 	If the relevant unit of measure is Therms and
Cubic Metres, then the Floating Price shall be
rounded to the nearest five decimal places
(with 0.000005 being rounded upwards (e.g.
0.333334 being rounded down to 0.33333 and
0.333335 being rounded up to 0.33334)).
	 
	(d)	 	If the relevant unit of measure is Hectolitres,
then the Floating Price shall be rounded to the
nearest two decimal places (with 0.005 being
rounded upwards (e.g. 0.334 being rounded down
to 0.33 and 0.335 being rounded up to 0.34)).





 









 






Exhibit 10.2




Recording of Conversations:


Each party to this Transaction acknowledges and agrees to the tape recording of conversations
between the parties to this Transaction whether by one or other or both of the parties or their
agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating
to the Agreement and/or this Transaction.




Account Details:




	 	 	 
	Payments to Party A:

	 	Please see invoice for settlement instructions
	 
	 	 
	Payments to Party B:

	 	Please see invoice for settlement instructions





Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by
responding within three (3) Business Days of receipt of this Confirmation by returning via
telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and
Derivative Operations, fax #: 1-866-204-4836.



Failure to respond within such period shall not affect the validity or enforceability of this
Transaction, and shall be deemed to be an affirmation of the terms and conditions contained herein,
absent manifest error.




Schedule A






	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 
Calculation Period
 

	 	 	 
Notional Quality per Calculation Period (GAL)
	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 
	 	 	 	 	 	 







	 	 	 
	Yours sincerely,

	 	Accepted and confirmed as of the date first written:
	 
	 	 
	Bank of America, N.A.

	 	Wright Express
	 
	 	 
	DRAFT

	 	DRAFT
	 
	 	 
	 

	 	 
	Authorized Signatory

	 	Name:
	 
	 	 
	 

	 	 
	 

	 	Title: