EX-10.3*






Exhibit 10.3




SECOND AMENDMENT, dated as of March 9, 2007 (this “Amendment”), to the Credit
Agreement, dated as of February 22, 2005 (as amended, restated, supplemented or otherwise modified,
the “Credit Agreement”), among WRIGHT EXPRESS CORPORATION, a Delaware corporation (the
“Borrower”), the LENDERS from time to time party thereto (collectively, the
“Lenders”), CREDIT SUISSE FIRST BOSTON, MERRILL LYNCH CAPITAL CORPORATION and SUNTRUST
BANK, as co-documentation agents (collectively, the “Co-Documentation Agents”), CITICORP
NORTH AMERICA, INC., as syndication agent (the “Syndication Agent”), and JPMORGAN CHASE
BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).



W I T N E S S E T H :




WHEREAS, the Borrower, the Lenders, the Co-Documentation Agents, the Syndication Agent and the
Administrative Agent are parties to the Credit Agreement;



WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders
consent to amend and waive certain provisions of the Credit Agreement, including, among other
things, to permit the repurchase (the “Stock Repurchase”) by the Borrower of shares of its
common stock having an aggregate purchase price of up to $75,000,000;



WHEREAS, the Administrative Agent and the Required Lenders are willing to agree to the
requested amendments and waivers on the terms and subject to the conditions set forth herein;



NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as
follows:



1. Defined Terms. Unless otherwise defined herein, terms which are defined
in the Credit Agreement and used herein (and in the recitals hereto) as defined terms are so used
as so defined.



2. Amendment to Section 5.01. (a) Section 5.01(e) is hereby amended by
deleting “Sections 6.01, 6.02 or 6.03” therefrom and inserting in lieu thereof “Sections 6.01 or
6.02”; and



(b) Notwithstanding anything in the Credit Agreement to the contrary, the Lenders hereby waive
any Default or Event of Default (which shall be deemed not to be continuing for all purposes of the
Credit Agreement) and any resulting noncompliance with Section 4.02 of the Credit Agreement arising
from the Borrower’s failure to comply with Section 5.01(e) of the Credit Agreement as a result of
the omission from any accounting firm letter required to be delivered pursuant thereto of a
representation concerning the Borrower’s compliance with Section 6.03 for the relevant period.



3. Consent and Waiver. The Administrative Agent and the Required Lenders
hereby consent to the Stock Repurchase and in connection therewith waive compliance with Section
6.08(e) of the Credit Agreement until February 5, 2009 and any Default or Event of Default arising
therefrom solely to the extent that on the date of any repurchase made in connection therewith (i)
no Event of Default shall be in existence and (ii) the Borrower’s Consolidated Leverage Ratio shall
have been no more than 2.00 to 1.00 at the end of the last fiscal quarter for which a compliance
certificate was furnished pursuant to Section 5.01(d).



4. Representations and Warranties. On and as of the date hereof, the
Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in
Article III of the Credit Agreement mutatis mutandis, except to the extent that
such representations and warranties (i) are the subject of the waivers contained in Sections 2(b)
and 3 above or (ii) expressly relate to a specific earlier date in which case the Borrower hereby
confirms, reaffirms and restates such representations and warranties as of such earlier date.



5. Effectiveness of Waiver. This Amendment shall become effective as of the
date the Administrative Agent shall have received counterparts of this Amendment duly executed by
the Borrower and each of the Required Lenders.



6. Continuing Effect; No Other Waivers. Except as expressly provided
herein, all of the terms and provisions of the Credit Agreement are and shall remain in full force
and effect. The amendments and waivers provided for herein are limited to the specific provisions
of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment
of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any
action requiring consent under any other provisions of the Credit Agreement or the same Section for
any other date or time period.



7. Expenses. The Borrower agrees to pay and reimburse the Administrative
Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.



8. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile or electronic transmission), each of
which counterparts when so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.



9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered in New York, New York by their proper and
duly authorized officers as of the day and year first above written.




WRIGHT EXPRESS CORPORATION




By: /s/ Steve Elder

Name: Steve Elder

Title: Treasurer





JPMORGAN CHASE BANK, N.A., as Administrative Agent




and as a Lender




By: /s/ Mark M. Cisz

Name: Mark M. Cisz

Title: Executive Director

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BANK OF AMERICA, N.A.




By: /s/ Jane A. Parker

Name: Jane A. Parker

Title: Vice President





BANK OF TOKYO-MITSUBISHI UFJ TRUST CO.




By: /s/ Jesse A. Reid Jr.

Name: J.Reid

Title: Vice President & Manager





CREDIT SUISSE, CAYMAN ISLANDS BRANCH




By: /s/ Ian Nalitt

Name: Ian Nalitt

Title: Vice President





By: /s/ James Neira

Name: James Neira

Title: Associate





DEUTSCHE BANK AG NEW YORK BRANCH




By: /s/ Frederick W. Laird

Name: Frederick W. Laird

Title: Managing Director





By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Vice President





KEYBANK NATIONAL ASSOCIATION




By: /s/ Eric S. Christensen

Name: Eric S. Christensen

Title: Senior Vice President





SUNTRUST BANK




By: /s/ William Christensen

Name: William Christensen

Title: Director





UBS LOAN FINANCE LLC




By: /s/ Richard L. Tavrow

Name: Richard L. Tavrow

Title: Director





By: /s/ Marie Haddad

Name: Marie Haddad

Title: Associate Director





WACHOVIA BANK, NATIONAL ASSOCIATION




By: /s/ John G. Taylor

Name: John G. Taylor

Title: Director





WELLS FARGO BANK, N.A.




By: /s/ David M. Crane

Name: David M. Crane

Title: Vice President





CITICORP NORTH AMERICA, INC.




By: /s/ Mark R. Floyd

Name: Mark R. Floyd

Title: Vice President





HARRIS N.A.




By: /s/ Michael S. Cameli

Name: Michael S. Cameli

Title: Director





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