exv10w7






Exhibit 10.7



(Multicurrency — Cross-Border)




	 	 	 	 	 

	 
	 	SCHEDULE	 	 
	 	 	 	 	 
	 
	 	to the	 	 
	 	 	 	 	 
	 
	 	1992 ISDA Master Agreement	 	 
	 	 	 	 	 
	 
	 	dated as of March 10, 2010	 	 
	 	 	 	 	 
	 
	 	between	 	 
	 	 	 	 	 
	Wright Express Corporation
	 	and
	 	Barclays Bank PLC
	 	 	 	 	 
	(“Party A”)
	 	 	 	(“Party B”)
	 	 	 	 	 
	established as a Corporation 

under the laws of United
States: please specify
State
	 	 	 	established as a Public Limited Company

under the laws of England and Wales






Part 1. Termination Provisions.





	(a)	 	“Specified Entity” means in relation to Party A for the purpose of:—





	 	 	 

	Section 5(a)(v),

	 	None
	 
	 	 
	Section 5(a)(vi),

	 	None
	 
	 	 
	Section 5(a)(vii),

	 	None
	 
	 	 
	Section 5(b)(iv),

	 	None
	 
	 	 
	and in relation to Party B for the purpose of:—
	 
	 	 
	Section 5(a)(v),

	 	None
	 
	 	 
	Section 5(a)(vi),

	 	None
	 
	 	 
	Section 5(a)(vii),

	 	None
	 
	 	 
	Section 5(b)(iv),

	 	None







	(b)	 	“Specified Transaction” means instead of the definition in Section 14 of this Agreement, (i)
any transaction (including an agreement with respect to any such transaction) now existing or
hereafter entered into between one party to this Agreement (or any Credit Support Provider of
such party or any applicable Specified Entity of such party) and the other party to this
Agreement (or any Credit Support Provider of such other party or any applicable Specified
Entity of such other party) which is not a Transaction under this Agreement but (A) which is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option,
credit protection transaction, credit swap, credit default swap, credit default option, total
return swap, credit spread transaction, repurchase transaction, reverse repurchase
transaction, buy/sell-back transaction, securities lending transaction, weather index
transaction or forward purchase or sale of a security, commodity or other financial instrument
or interest (including any option with respect to any of these transactions) or (B) which is a
type of transaction that is similar to any transaction referred to in clause (A) above that is
currently, or in the future becomes,




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	 	 	recurrently entered into in the financial markets (including terms and conditions
incorporated by reference in such agreement) and which is a forward, swap, future, option or
other derivative on one or more rates, currencies, commodities, equity securities or other
equity instruments, debt securities or other debt instruments, economic indices or measures
of economic risk or value, or other benchmarks against which payments or deliveries are to
be made, (ii) any combination of these transactions and (iii) any other transaction
identified as a Specified Transaction in this Agreement or the relevant confirmation.
	 
	 	 	For this purpose and as used in this Agreement, “commodity” includes any tangible or
intangible commodity of any type or description (including without limitation, electric
energy and/or capacity, petroleum, natural gas, coal, fuel, oil or any other energy source,
and the products or by-products thereof, plastics, base and precious metals, emissions,
weather index and freight).




(c) The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to
Party B; provided that Section 5(a)(vi)(i) of the Agreement is amended by deleting the words “or
becoming capable at such time of being declared”.




     “Specified Indebtedness” shall have the meaning specified in Section 14, except that
indebtedness or obligations in respect of deposits received in the ordinary course of the banking
business of such party shall not constitute Specified Indebtedness.



     “Threshold Amount” means, in relation to each Party, an amount equal to 5% of shareholders’
equity (determined in accordance with generally accepted accounting principles in such party’s
jurisdiction of incorporation or organization) as at the end of such party’s most recently
completed fiscal year.


(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Party A and to
Party B. Section 5(b)(iv) of the Agreement is replaced with the following:





“The term “Credit Event Upon Merger” shall mean that a Designated Event (as defined
below) occurs with respect to a party, any Credit Support Provider of such party or any
applicable Specified Entity of such party (in each case, “X”) and such Designated Event does
not constitute an event described in Section 5(a)(viii) of this Agreement and the
creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X,
after taking into account any applicable Credit Support Document, is, in the reasonable
opinion of the other party, materially weaker immediately after the occurrence of such
Designated Event than that of X immediately prior to the occurrence of such Designated Event
(and, in any such event, such party or its successor, surviving or transferee entity, as
appropriate, will be the Affected Party).




A “Designated Event” with respect to X means that:




	 	(i)	 	X consolidates or amalgamates with or merges with or into, or transfers all or
substantially all its assets (or any substantial part of the assets comprising the
business conducted by X as of the date of this Agreement) to, or receives all or
substantially all the assets or obligations of, another entity or reorganizes,
reincorporates or reconstitutes into or as another entity; or
	 
	 	(ii)	 	any person or related group of persons or entity acquires directly or
indirectly the beneficial ownership of (A) equity securities having the power to elect
a majority of the board of directors (or its equivalent) of X or (B) any other
ownership interest enabling it to exercise control of X; or
	 
	 	(iii)	 	X effects any substantial change in its capital structure by means of the
issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or
other securities convertible into, or exchangeable for, debt or preferred stock; or (B)
in the case of entities other than corporations, any other form of ownership interest;
or





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	 	 	X enters into an agreement providing for any of the foregoing.”
	 
	(e)	 	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A
and will not apply to Party B.
	 
	(f)	 	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:






(i) Market Quotation will apply, provided that in respect of FX Transactions and
Currency Option Transactions (as defined in Part 6 of this Schedule) Loss shall apply.




(ii) The Second Method will apply.




	(g)	 	“Termination Currency” means United States Dollars.
	 
	(h)	 	Additional Termination Event will not apply.
	 
	(i)	 	Tax Event Upon Merger. The word “Indemnifiable” in line five of Section 5(b)(iii) (Tax
Event Upon Merger) shall be deleted.





Part 2. Tax Representations.





	(a)	 	Party A and Party B Payer Tax Representations. For the purpose of Section 3(e), each of
Party A and Party B makes the following representation:
	 
	 	 	It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on: (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this Agreement; (ii) the
satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document provided by the other
party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
of the agreement of the other party contained in Section 4(d) of this Agreement, provided
that it shall not be a breach of this representation where reliance is placed on clause (ii)
and the other party does not deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
	 
	(b)	 	Party A Payee Tax Representations. For the purpose of Section 3(f), Party A makes the
following representation(s):
	 
	 	 	None.
	 
	(c)	 	Party B Payee Tax Representations. For the purpose of Section 3(f), Party B makes the
following representations:






	 	(i)	 	with respect to payments made to Party B which are not effectively connected to
the United States:
	 
	 	 	 	It is a non-U.S. branch of a foreign person for United States federal income tax
purposes.




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	 	(ii)	 	with respect to payments made to Party B which are effectively connected to the
United States:
	 
	 	 	 	Each payment received or to be received by it in connection with this Agreement will
be effectively connected with its conduct of a trade or business in the United States.





Part 3. Agreement to Deliver Documents.



For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the
following documents as applicable:-





	(a)	 	Tax forms, documents or certificates to be delivered are:





	 	 	 	 	 
	Party required to	 	 	 	 
	deliver document	 	Form/Document/Certificate	 	Date by which to be delivered
	Party A and Party B

	 	Any form or document
accurately completed and
in a manner reasonably
satisfactory to the
other party that may be
required or reasonably
requested in order to
allow the other party to
make a payment under a
Transaction without any
deduction or withholding
for or on account of any
Tax or with deduction or
withholding at a reduced
rate, promptly upon
reasonable demand by the
other party, including,
without limitation, an
executed United States
Internal Revenue Service
Form W-9 or Form W-8BEN
and/or W-8ECI (or any
successor thereto).
	 	Upon execution of this
Agreement, and thereafter
promptly upon reasonable
demand by the other party.







	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	Party A and Party B

	 	The Credit Support
Document referred to in
Part 4(f) and evidence,
reasonably satisfactory
to the other party, as
to the incumbency and
true signatures of the
signatories to such
Credit Support Document.
	 	Upon execution of
this Agreement, any
relevant Credit
Support Document
and any relevant
Confirmation.
	 	Yes
	 
	 	 	 	 	 	 
	Party A and Party B

	 	Evidence, reasonably
satisfactory to the
other party, as to the
incumbency and true
signatures of the
signatories of such
party for this Agreement
and each Confirmation.
	 	Upon execution of
this Agreement and,
if requested, each
Confirmation.
	 	Yes






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	 	 	 	 	 	 	Covered by
	Party required to	 	 	 	Date by which to be	 	Section 3(d)
	deliver document	 	Form/Document/Certificate	 	delivered	 	Representation
	Party A

	 	A letter from the
General Counsel and
Corporate Secretary, or
the Associate General
Counsel and Assistant
Corporate Secretary,
attesting to the
delegated authority to
particular executives
that have the authority
to bind the company in
the execution and
delivery of this
Agreement and each
Confirmation and
performance of its
obligations hereunder.
	 	At or prior to the
execution of this
Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Copy of Party A’s most
recent, publicly
available quarterly
report containing
unaudited financial
statements.
	 	Where such
financial statement
is not reasonably
publicly available
on EDGAR or Party
A’s internet home
page, promptly upon
reasonable request
and in any event no
later than 30 days
after the end of
the relevant fiscal
quarterly period.
	 	Yes
	 
	 	 	 	 	 	 
	Party A and Party B

	 	Copy of the annual
report of such party,
containing annual
audited consolidated
financial statements,
for its most recently
ended fiscal year; in
each case prepared in
accordance with
generally accepted
accounting principles in
the country in which
such party is organized
and certified by
independent certified
public accountants or
chartered accountants.
	 	Where such
financial statement
is not reasonably
publicly available
on EDGAR or such
party’s internet
home page, promptly
upon reasonable
request and in any
event no later than
120 days after the
end of each fiscal
year of such party.
	 	Yes






Part 4. Miscellaneous.





	(a)	 	Addresses for Notices. Section 12(a) is amended by (i) inserting the words “or e-mail”
after the words “electronic messaging system” in lines 3 and 4 of the introductory paragraph;
(ii) adding the word “or” at the end of sub-clause (v) and (iii) adding a new sub-clause (vi)
that reads as follows: “(vi) if sent by e-mail, on the date it is delivered,”. Section 12(b)
is amended by inserting the words “or e-mail” after the words “electronic messaging system” in
line 2. For the purpose of Section 12(a) of this Agreement:
	 
	 	 	Address for Notices or Communications to Party A:-





	 	 	 	 	 

	 

	 	Address:
	 	Wright Express Corporation 

97 Darling Ave. 
South
Portland, ME 04106
	 

	 	Attention:
	 	Corporate Treasurer
	 

	 	Facsimile No.:
	 	207-523-7104 
	 

	 	Telephone No.:
	 	207-523-7769 






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Address for Notices or Communications to Party B:-




Notices should be sent to the address of the relevant branch set out in the relevant
Confirmation (as may be amended from time to time), provided that in the case of notices or
communications relating to Section 5, 6, 7, 11 or 13, such notices should be sent to:



	 	 	 	 	 

	 

	 	Address:
	 	Barclays Bank PLC
	 

	 	 	 	c/o Barclays Capital
	 

	 	 	 	Legal Department
	 

	 	 	 	200 Park Avenue 
	 

	 	 	 	New York, NY 10166, United States
	 
	 	 	 	 
	 

	 	Attention:
	 	Jonathan Hughes, General Counsel
	 

	 	Facsimile No.:
	 	+ 1 (212) 412-3544 
	 

	 	Telephone No.:
	 	+1 (212) 412-7519 







	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:-
	 
	 	 	Party A appoints as its Process Agent: not applicable.
	 
	 	 	Party B appoints as its Process Agent: not applicable.
	 
	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	(d)	 	Multibranch Party. For the purpose of Section 10(c) of this Agreement.
	 
	 	 	Party A is not a Multibranch Party.
	 
	(e)	 	Party B is a Multibranch Party and may act through its London, Hong Kong, New York, Tokyo,
Mumbai, Seoul, Sydney, Frankfurt, Dubai, Miami, Labuan, Taipei, Shanghai, Belfast, Madrid and
Singapore offices.Calculation Agent. The Calculation Agent will be Party B, except that in
the event that Party B is in Default, and until Party B is no longer in default, the
Calculation agent shall be a mutually acceptable third party that is a recognized dealer in
the relevant market (“Substitute Calculation Agent”). All calculations made by the Calculation
Agent may be independently confirmed by the other party at its sole discretion. In the event
that the Calculation Agent’s calculations are disputed in good faith, (i) the disputing party
shall give written notice detailing the basis and extent of such dispute and the disputing
party’s own calculations (the “Dispute Notice”); and (ii) the undisputed amount and the
disputed amount, if then due, or when due, shall be paid by the relevant party to the other
party with the disputed amount, if requested by the paying party, to be placed in a segregated
escrow account with an independent unaffiliated Qualified Institution and subject to the
relevant party accounting to the other party from such account or it’s other assets when such
dispute is resolved. The parties will endeavour to promptly resolve any such dispute in good
faith. If the parties are unable to resolve such dispute within one Local Business Day from
delivery of the Dispute Notice, the parties will mutually select an independent and
unaffiliated recognized leading dealer in the applicable market (a “Dealer”) to act as Dispute
Resolution Calculation Agent with respect to the issue in dispute. If the parties are unable
to agree on a Dispute Resolution Calculation Agent by close of business on the 1st
Local Business Day following delivery of the Dispute Notice, each party shall select a Dealer
in the relevant market each of whom shall promptly (and no later than by close of business on
the 2nd 3rd Local Business Day following delivery of the Dispute
Notice), and to the extent both parties appoint a Dealer mutually, select a third party Dealer
in the relevant market to be the Dispute Resolution Calculation Agent. The Dispute Resolution
Calculation Agent shall in good faith determine whether it agrees with the calculations of the
original Calculation Agent and only to the extent it does not provide its own good faith




6









 






	 	 	calculation to both Party A and Party B, promptly, and to the extent possible, within 1 Local
Business Day
following its appointment. The determinations or calculations of the Dispute Resolution
Calculation Agent shall be binding on the parties for the disputed matter, absent bad faith
or manifest error. All costs involved in the appointment and use of such Dispute Resolution
Calculation Agent shall be borne equally between the parties unless the Dispute Resolution
Calculation Agent agrees with the calculations of the original Calculation Agent, in which
case, the disputing party shall be solely responsible for any costs in respect of obtaining
the Dispute Resolution Calculation Agent determination(s). Nothing in the foregoing
sentences shall prevent, delay or prohibit any party from giving notice and exercising its
rights under Section 5(a)(i) of this Agreement based around the original calculation(s) or
determination(s) of the Calculation Agent. The failure of a Party to perform its
obligations as Calculation Agent hereunder will not be construed as an Event of Default or
Termination Event.
	 
	 	 	For the purposes of this provision, “Qualified Institution” shall mean the United States
office of a commercial bank or trust company organized under the laws of the United States
of America or a political subdivision thereof or a foreign bank with a branch office located
in the United States and, in either case, (A) subject to supervision or examination by a
federal or state authority of the United States of America, (B) having a Credit Rating of
“A+” or higher by S&P or “A1” or higher by Moody’s and (C) having a minimum asset base of at
least $10 billion.
	 
	(f)	 	Credit Support Document. Details of any Credit Support Document: the Credit Support Annex to
this Schedule between Party A and Party B which supplements, forms part of, and is subject to
this Agreement.
	 
	(g)	 	Credit Support Provider.
	 
	 	 	Credit Support Provider means in relation to Party A: none.
	 
	 	 	Credit Support Provider means in relation to Party B: none.
	 
	(h)	 	Governing Law. THIS AGREEMENT, AS WELL AS ANY CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THE AGREEMENT, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE).
	 
	(i)	 	Netting of Payments. Section 2(c)(ii) of this Agreement will apply to Transactions under this
Agreement, with effect from the date of this Agreement, save that in relation to FX
Transactions and Currency Option Transactions Section 2(c)(ii) will not apply.
	 
	(j)	 	“Affiliate” will have the meaning specified in Section 14 of this Agreement.





Part 5. Other Provisions.





	(a)	 	Right of Set off. Section 6 of the Agreement is amended by the inclusion of the following
new subsection 6(f):
	 
	 	 	“Right of Set off. In addition to any rights of set-off a party may have as a matter of law
or otherwise, upon the occurrence of an Event of Default with respect to a party or an
Illegality, Credit Event Upon Merger or Additional Termination Event where such party is the
only Affected Party (in each case, “Party X”), the other party (“Party Y”) will have the
right (but not the obligation) without prior notice to Party X, or any other person to
set-off any obligation of Party X owing to Party Y or any of Party Y’s Affiliates, branches
or offices (whether or not arising under this Agreement, whether or not matured, whether or
not contingent, and regardless of the currency, place of payment or booking office of the
obligation) against any obligation of Party Y or any of Party Y’s Affiliates, branches or
offices owing to Party X (whether or not arising under this




7









 






	 	 	Agreement, whether or not matured, whether or not contingent, and regardless of the
currency, place of payment or booking office of the obligation).
	 
	 	 	In order to enable Party Y to exercise its rights of set off, (i) Party Y may in good faith
convert any obligation to another currency at a market rate determined by Party Y and
set-off in respect of that converted amount and/or (ii) if an obligation is unascertained,
Party Y may in good faith estimate that obligation and set-off in respect of the estimate,
subject to the relevant party accounting to the other when the obligation is ascertained.
	 
	 	 	Nothing in this paragraph will be deemed to constitute or create a charge or other security
interest.
	 
	 	 	This Section 6(f) shall be without prejudice and in addition to any right of set-off,
combination of accounts, lien or other right to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).”
	 
	(b)	 	Consent to Recording. Each party (i) consents to the monitoring or recording, at any time
and from time to time, by the other party of any and all communications between officers or
employees of the parties, (ii) waives any further notice of such monitoring or recording, and
(iii) agrees to notify (and, if required by law, obtain the consent of) its officers and
employees with respect to such monitoring or recording. Any such recording may be submitted
in evidence to any court or in any Proceeding for the purpose of establishing any matters
pertinent to this Agreement or any Transaction.
	 
	(c)	 	Modified Representation. For purposes of Section 3(d) of this Agreement, the following shall
be added immediately prior to the period at the end thereof:
	 
	 	 	“; provided, however, that in the case of financial statements delivered by either party,
the only representation being made by either party is that such financial statements give a
fair view of the state of affairs of the relevant entity to which they relate as at the date
of such financial statements.”
	 
	(d)	 	Relationship Between the Parties. Each party will be deemed to represent to the other party
on the date on which it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that Transaction):






	 	(i)	 	Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that Transaction
is appropriate or proper for it based upon its own judgement and upon advice from such
advisors 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
that Transaction; it being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. No communication (written or oral)
received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of that 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 that Transaction. It is
also capable of assuming, and assumes, the risks of that Transaction.
	 
	 	(iii)	 	Status of Parties. The other party is not acting as a fiduciary or an advisor
to it in respect of that Transaction.
	 
	 	(iv)	 	No Agency. It is entering into this Agreement and each Transaction as
principal and not as agent of any person.





8









 






	(e)	 	Additional Representations. Each party will be deemed to represent to the other party on
each date on which a Transaction is entered into that:






	 	(i)	 	it is an “eligible contract participant” as such term is defined in the
Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12);
	 
	 	(ii)	 	it is an “eligible commercial entity” as such term is defined in the Commodity
Exchange Act, as amended 7 U.S.C. § 1 (a) (11);
	 
	 	(iii)	 	it is an “eligible swap participant” as such term is defined in Commodity
Futures Trading Commission regulation 35.1(b)(2), 17 C.F.R. 35.1(b)(2);
	 
	 	(iv)	 	the material economic terms of each Transaction have been negotiated by the
parties; and
	 
	 	(v)	 	the creditworthiness of the other party and of its Credit Support Provider, if
any, is a material consideration in entering into or determining the terms of each
Transaction, including pricing, costs or credit enhancement.






	(f)	 	Existing Agreements. Effective as of the date hereof, this Agreement shall supersede any
existing agreement or agreements between the parties relating to any Specified Transaction (as
defined below) entered into through any of the Offices of the parties listed in Part 4(d) of
this Schedule, other than any agreement or agreements relating to, and solely applicable to, a
Transaction or Transactions specifically and individually identified within such agreement or
agreements, by reference to the terms of the Transaction or Transactions. All confirmations
relating to such Specified Transactions shall be Confirmations under this Agreement and such
Specified Transactions shall be Transactions under this Agreement. For the purpose of this
provision only, the definition of Specified Transaction shall be as defined in Section 14 of
the Master Agreement amended by the deletion of the words “, subject to the Schedule,” from
the first line and “this Agreement or” from the final line.
	 
	 	 	If, on the date hereof, any sum remains payable under that superseded agreement as a result
of any Transaction, this Agreement shall apply in relation thereto with any necessary
consequential amendments.
	 
	(g)	 	Consent to Disclosure. Each party hereby consents to the communication and disclosure by the
other party of any information in respect of, or relating to, this Agreement and any
Transaction, to the other party’s branches, subsidiaries, Affiliates and advisors and their
respective employees, on a need-to-know basis for the purposes of performing this Agreement
and the Transactions and to the extent required by law, any government or regulatory
authority.
	 
	(h)	 	Waiver of Right to Trial by Jury. Each of the parties hereby irrevocably waives any and all
right to a trial by jury with respect to any legal proceeding or counterclaim arising out of
or relating to this Agreement or any Transaction.





Part 6. Additional Terms for FX Transactions and Currency Option Transactions.





	(a)	 	Incorporation of 1998 FX and Currency Option Definitions. The definitions and provisions
contained in the 1998 FX and Currency Option Definitions (as amended and supplemented by the
2005 Barrier Option Supplement, together the “1998 FX Definitions”) as published by the
International Swaps and Derivatives Association, Inc. and Emerging Markets Traders Association
and The Foreign Exchange Committee, are incorporated into any Confirmation, with respect to FX
Transactions or Currency Options, which




9









 






	 	 	supplements and forms part of this Agreement, and all capitalized terms used in a
Confirmation shall have the meaning set forth in the 1998 FX Definitions, unless otherwise
defined in a Confirmation.
	 
	(b)	 	Confirmations. Any FX Transaction or Currency Option Transaction into which the parties may
before the date of this Agreement have entered, or may in the future enter, where the relevant
Confirmation on its face does not expressly exclude the application of this Agreement, shall
(to the extent not otherwise provided for in this Agreement) be subject to, governed by and
construed in accordance with this Agreement. Each such FX Transaction and Currency Option
Transaction shall be a Transaction, and the documents and other confirming evidence (including
electronic messages on an electronic messaging service) exchanged between the parties or
otherwise effective for the purpose of confirming such FX Transaction or Currency Option
Transaction shall each be a Confirmation (even where not so specified therein), for the
purposes of this Agreement.





Part 7. Additional Provisions for Commodity Transactions.





	(a)	 	Scope. For the purposes of Transactions (as defined in the Commodity Definitions, each a
“Commodity Transaction”), unless otherwise agreed by the parties, each Commodity Transaction
between the parties outstanding at the date of this Agreement or entered into on or after the
date of this Agreement, where the relevant Confirmation (i) does not indicate that such
Commodity Transaction is governed by a master or trading agreement other than this Agreement
and (ii) does not expressly exclude the application of this Agreement to such Commodity
Transaction, shall (to the extent not otherwise provided for in this Agreement) be subject to,
governed by and construed in accordance with this Agreement (in substitution for any existing
terms, if any, whether express or implied). Each such Commodity Transaction shall be a
Transaction, and the documents and other confirming evidence (including electronic messages on
an electronic messaging service) exchanged between the parties confirming such Commodity
Transaction shall each be a Confirmation (even where not so specified therein), for the
purposes of this Agreement.
	 
	(c)	 	Commodity Definitions. The 2005 ISDA Commodity Definitions, including the Sub-Annexes
thereto as elected below (as may be amended herein) (the “Commodity Definitions”) as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into
this Agreement by reference with respect to any Commodity Transaction. In the event of any
inconsistency between the 2000 ISDA Definitions and the Commodity Definitions with respect to
such Commodity Transactions, the Commodity Definitions will prevail.






	 	[ X ] 	 	Sub-Annex A Terms relating to Commodity Reference Prices
	 
	 	[ X ] 	 	Sub-Annex B Bullion Transactions





	 	 	 	 	 	 	 	 	 

	Wright Express Corporation	 	Barclays Bank PLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven A. Elder
 

Name: Steven Elder
	 	By:
	 	/s/ Ana M. Soriano
 

Name: Ana M. Soriano
	 	 
	 

	 	Title: Treasurer
	 	 	 	Title: Director	 	 
	 

	 	Date: 3/18/10
	 	 	 	Date: Mar 26, 2010	 	 







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