exv10w11






Exhibit 10.11




			
	 	 	 
	(Bilateral Form)
	 	(ISDA Agreements Subject to New York Law Only)






ISDA®




International Swaps and Derivatives Association, Inc.



CREDIT SUPPORT ANNEX



to the Schedule to the



ISDA MASTER AGREEMENT



dated as of July 18, 2007

between



WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)



and




WRIGHT EXPRESS CORPORATION (“Party B”)


This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to
above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.



Accordingly, the parties agree as follows: -




Paragraphs 1 — 12. Incorporation



Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA
Agreements Subject to New York Law Only) published in 1994 by the International Swaps and
Derivatives Association, Inc. are incorporated herein by reference and made a part hereof.




Paragraph 13. Elections and Variables





	(a)	 	Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes
no additional obligations with respect to Party A and Party B.
	 
	(b)	 	Credit Support Obligations.






	 	(i)	 	Delivery Amount, Return Amount and Credit Support Amount.




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	 	(A)	 	“Delivery Amount” has the meaning specified in Paragraph 3(a).
	 
	 	(B)	 	“Return Amount” has the meaning specified in Paragraph 3(b).
	 
	 	(C)	 	“Credit Support Amount” has the meaning specified in Paragraph 3.
	 
	 	(ii)	 	Eligible Collateral. The following items will qualify as “Eligible Collateral”
for the party specified, provided that the Secured Party shall be entitled at any time,
and from time to time, not to accept as Eligible Collateral any of the following which
constitute Ineligible Securities as defined below:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Valuation
	 	 	 	 	 	 	Party A	 	Party B	 	Percentage
	 

	 	(A)
	 	Cash: U.S. Dollars in depositary account form.
	 	YES
	 	NO
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(B)
	 	Treasury Bills: negotiable debt
obligations issued by the U.S.
Treasury Department having an
original maturity at issuance of
not more than one year.
	 	YES
	 	NO
	 	 	98	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(C)
	 	Treasury Notes: negotiable debt
obligations issued by the U.S.
Treasury Department having an
original maturity at issuance of
more than one year but not more
than 10 years.
	 	YES
	 	NO
	 	 	98	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(D)
	 	Treasury Bonds: negotiable debt
obligations issued by the U.S.
Treasury Department having an
original maturity at issuance of
more than 10 years but not more
than 30 years.
	 	YES
	 	NO
	 	 	98	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(E)
	 	Agency Securities: negotiable debt
obligations of the Federal National
Mortgage Association (FNMA), Federal
Home Loan Mortgage Corporation
(FHLMC) having a remaining maturity
of not more than 30 years.
	 	YES
	 	NO
	 	 	92	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(F)
	 	GNMA Certificates. Mortgage-backed
pass-through certificates issued
by private entities, evidencing
undivided interests in pools of
first lien mortgages or deeds of
trust on single family residences,
guaranteed by the Government
National Mortgage Association
(GNMA) with the full faith and
credit of the United States, and
having an original maturity at
issuance of not more than 30
years.
	 	YES
	 	NO
	 	 	92	%






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	 	(iii)	 	Other Eligible Support. Applicable. Other Eligible Support. The following
items will qualify as “Other Eligible Support” for Party B only:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Valuation
	 	 	Party A	 	Party B	 	Percentage
	Letters of Credit

	 	[  ]
	 	[X]
	 	100% unless either (i) a
Letter of Credit Default shall
apply with respect to such
Letter of Credit or (ii)
twenty (20) or fewer Local
Business Days remain prior to
the expiration of such Letter
of Credit, in which case the
Valuation Percentage shall be
0.







	 	(iv)	 	Thresholds.
	 
	 	(A)	 	“Independent Amount” means for Party A: zero
	 
	 	 	 	“Independent Amount” means for Party B: zero
	 
	 	(B)	 	“Threshold” means, for Party A: on any date of determination, (a) the amount
set forth below opposite the lower of Party A’s Credit Rating on that date, or (b) zero
if on that date Party A does not have a Credit Rating or an Event of Default exists
with respect to Party A:





	 	 	 	 	 
	Threshold	 	Credit Rating (S&P)	 	Credit Rating (Moody’s)
	$40,000,000

	 	AAA
	 	Aaa
	$30,000,000

	 	AA-, AA and AA+
	 	Aa3, Aa2 and Aa1
	$20,000,000

	 	A and A+
	 	A2 and A1
	$15,000,000

	 	A-
	 	A3
	$10,000,000

	 	BBB+
	 	Baa1
	zero

	 	BBB or lower-
	 	Baa2 or lower







	 	 	 	“Threshold” means, for Party B: $9,000,000; provided that if an Event of Default
exists with respect Party B, the Threshold shall be zero.
	 
	 	(C)	 	“Minimum Transfer Amount” means, for a party on any date of determination,
$100,000.
	 
	 	(D)	 	Rounding: The Delivery Amount and the Return Amount will be rounded down to
the nearest integral multiple of $100,000.






	(c)	 	Valuation and Timing.






	 	(i)	 	“Valuation Agent” means: Party A.
	 
	 	(ii)	 	“Valuation Date” means any Local Business Day on which a demand is made before
5:00 p.m., New York time, pursuant to Paragraph 3.
	 
	 	(iii)	 	“Valuation Time” means the close of business in New York City on the Local
Business Day before the Valuation Date or date of calculation, as applicable; provided
that the calculations of Value and
Exposure will be made as of approximately the same time on the same date.






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	 	(iv)	 	“Notification Time” means 1:00 p.m., New York time, on a Local Business Day.






	(d)	 	Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination
Event(s) will be a “Specified Condition” for the party specified (that party being the
Affected Party if the Termination Event occurs with respect to that party):





	 	 	 	 	 	 	 	 	 
	 	 	Party A	 	Party B
	          Illegality
	 	YES	 	YES







	 	 	provided that if the Affected Party would be entitled to receive Eligible Credit Support or
Posted Credit Support but for that Specified Condition, then notwithstanding Sections
6(b)(ii) and (iii) of this Agreement, the Affected Party may designate an Early Termination
Date in respect of all Affected Transactions pursuant to Section 6(b)(iv) as the result of
such Termination Event regardless of whether the condition set forth in Section 6(b)(iv)(1)
has been satisfied.






	(e)	 	Substitution.






	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
	 
	 	(ii)	 	Consent. The Pledgor is required to obtain the Secured Party’s consent for any
substitution pursuant to Paragraph 4(d).






	(f)	 	Dispute Resolution.






	 	(i)	 	“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day
following the date on which the notice is given that gives rise to a dispute under
Paragraph 5.
	 
	 	(ii)	 	Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted
Credit Support other than Cash or the Letters of Credit will be calculated based upon
the mid-point between the bid and offered purchase rates or prices for that Posted
Credit Support as reported on the Bloomberg electronic service as of the Resolution
Time, of if unavailable, as quoted to the Valuation Agent as of the Resolution Time by
a dealer in that Posted Credit Support of recognized standing selected in good faith by
the Valuation Agent, which calculation shall include any unpaid interest on that Posted
Credit Support.
	 
	 	(iii)	 	Alternative. The provisions of Paragraph 5 will apply.






	(g)	 	Holding and Using Posted Collateral.






	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians.
	 
	 	(A)	 	Party A will be entitled to hold Posted Collateral itself or through a
Custodian pursuant to Paragraph 6(b), provided that the following conditions applicable
to it are satisfied:






	 	(1)	 	Party A is not a Defaulting Party.
	 
	 	(2)	 	Posted Collateral may be held only in the following
jurisdictions: New York and North Carolina.




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	 	(3)	 	The party or entity holding the Collateral maintains a Credit
Rating of at least BBB+ from S&P and Baa1 from Moody’s.
	 
	 	(4)	 	The Custodian is a bank or trust company having total assets in excess of $10
billion.






	 	(B)	 	Party B will be entitled to hold Posted Collateral itself or through its
Custodian pursuant to Paragraph 6(b), provided that the following conditions applicable
to it are satisfied:






	 	(1)	 	Party B is not a Defaulting Party.
	 
	 	(2)	 	Posted Collateral may be held only in the following
jurisdictions: Any jurisdiction within the United States.
	 
	 	(3)	 	The party or entity holding the Collateral maintains a Credit
Rating of at least BBB+ from S&P and Baa1 from Moody’s.
	 
	 	(4)	 	The Custodian is a bank or trust company having total assets in excess of $10
billion.






	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to both
parties, and in addition to the other conditions set forth in Paragraph 6(c), the
Secured Party’s rights under Paragraph 6(c) are subject to the condition precedent that
each of the conditions set forth in Paragraph 13(g)(i) is satisfied with respect to it.






	(h)	 	Interest Amount.






	 	(i)	 	Interest Rate. The “Interest Rate” for any day will be the Federal Funds
(Effective) rate published in N.Y. Federal Reserve Statistical Release H.15(519) for
that day (or if that day is not a New York Business Day, then for the next preceding
New York Business Day).
	 
	 	 	 	For the purpose of computing the Interest Amount, the amount of interest computed for
each day of the Interest Period shall not be subject to compounding.
	 
	 	(ii)	 	Transfer of Interest Amount. The Transfer of the Interest Amount will be made
on the first Local Business Day of each calendar month and on any Local Business Day
that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to
Paragraph 3(b).
	 
	 	(iii)	 	Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.






	(i)	 	Additional Representation(s). Not applicable.






	(j)	 	Other Eligible Support and Other Posted Support. Other Eligible Support and Other Posted
Support in the form of a Letter of Credit shall be subject to the following provisions (“L/C
Provisions”), the rights and remedies of which shall be in addition to, and not in limitation
of, those provided in the Agreement, including this Annex. As used in these L/C Provisions,
references to Secured Party are to the beneficiary of the relevant Letter of Credit, and
references to Pledgor are to the other party on whose behalf that Letter of Credit is issued
(whether it or its Credit Support Provider is the account party responsible for reimbursing
the issuer for any draws).






(i) Letters of credit shall be in the form of Exhibit A to this Credit Support Annex
or such other form as Secured Party agrees to accept as security under the Agreement
(each, a “Letter of








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	 	 	 	Credit”).
The costs and expenses (including the reasonable costs, expenses, and external
attorneys’ fees of Secured Party) of establishing, renewing, substituting, canceling,
increasing, or reducing the amount of, any Letters of Credit shall be borne by
Pledgor.
	 
	 	(ii)	 	Each Letter of Credit shall (A) be a U.S. dollar denominated, irrevocable,
transferable, standby letter of credit maintained for the benefit of Secured Party and
expiring not earlier than a year after its issuance, (B) be issued by a Qualified
Institution for the account of Pledgor or its Credit Support Provider, (C) be governed
by the UCP 590, (D) provide for Secured Party to draw upon the Letter of Credit up to
the face amount of the Letter of Credit in an amount equal to all obligations of
Pledgor that have become due and remain unpaid under the Agreement (after giving effect
to any applicable notice requirement or grace period), or upon the entire undrawn
portion of an expiring Letter of Credit when the proceeds thereof are to be held as
Posted Collateral hereunder as described in clause (vi) below, (E) provide for drawings
to be made upon the Letter of Credit upon submission to the bank issuing the Letter of
Credit of one or more certificates specifying the amounts Secured Party would then be
entitled to draw in accordance with the requirements of the Letter of Credit, and (F)
contain such other terms as are reasonably required by the issuing bank and are
reasonably satisfactory to Secured Party.
	 
	 	(iii)	 	For purposes of this Annex, the Value of any Letter of Credit at any time
shall be the undrawn balance of that Letter of Credit that Secured Party would then be
entitled to draw under that Letter of Credit in accordance with the requirements of the
Letter of Credit assuming that amount were to have become due by Pledgor under the
Agreement and remained unpaid, provided that the Value of any Letter of Credit shall be
zero if (A) the issuer of such Letter of Credit indicates its intent not to renew such
Letter of Credit, (B) at least twenty Business Days prior to the expiration of such
Letter of Credit, such bank either (1) fails to issue a notice of renewal to Secured
Party, or (2) if such Letter of Credit is not renewable by its terms, fails to replace
such Letter of Credit with a Letter of Credit that will be available for drawing by
Secured Party in the same amount for at least another year and will otherwise meet the
requirements of these L/C Provisions, or (C) a Disqualifying Event occurs and is
continuing with respect to such issuer or Letter of Credit.
	 
	 	(iv)	 	Subject to the terms and conditions of this Annex, as one method of meeting its
Delivery Amount obligations under Paragraph 3(a) of this Annex, Pledgor may increase
the amount of an outstanding Letter of Credit by Transferring to Secured Party an
amended or substitute Letter of Credit from the relevant issuer having a Value in the
required amount, and as one method of exercising its Return Amount rights under
Paragraph 3(b) of this Annex, Pledgor may decrease the amount of an outstanding Letter
of Credit by Transferring to Secured Party an amended or substitute Letter of Credit
from the relevant issuer having a Value in the permitted amount (or such other Eligible
Credit Support with such Value) in accordance with the provisions of Paragraph 4(d) of
this Annex, and for that purpose the proviso to Paragraph 4(d)(ii) shall be deemed not
to apply to the Letter of Credit to be returned .
	 
	 	(v)	 	In order for Secured Party to meet its Return Amount obligations under
Paragraph 3(b) of this Annex, if the items of Posted Credit Support specified by
Pledgor to be Transferred by Secured Party pursuant to Paragraph 3(b) include one or
more Letters of Credit and the Value of all such items of Posted Credit Support to be
returned would exceed the Return Amount, then subject to the terms and conditions of
this Annex, Secured Party shall Transfer only those items that in the aggregate have a
Value not greater than the Return Amount, and in the absence of instructions from
Pledgor as to which of such items of Posted Credit Support to select, Secured Party
shall use its discretion in selecting which of such specified items are to be
Transferred such that the Return Amount is not exceeded.






6












 









	 	(vi)	 	Not later than the 20th Business Day prior to the expiration of a Letter of
Credit, Pledgor shall either (A) renew or cause the renewal of that Letter of Credit,
or (B) Transfer to Secured Party a substitute Letter of Credit meeting the requirements
of these L/C Provisions (or with other Eligible Credit Support) having a Value at least
equal to the undrawn portion of such expiring Letter of Credit, failing which (1) an
amount in U.S. dollars equal to such undrawn portion shall become immediately due and
payable by Pledgor to Secured Party to be held under this Annex by Secured Party as
Posted Collateral subject to its terms and conditions, and (2) Secured Party may
immediately draw on the entire undrawn portion of such expiring Letter of Credit to
satisfy such payment obligation. The parties acknowledge and agree that such right of
Secured Party to draw upon such expiring Letter of Credit has been established in lieu
of treating such failure by Pledgor to comply with the foregoing as an Event of Default
entitling Secured Party to the remedies set forth in the Agreement, provided that if
the issuer of such Letter of Credit fails to honor Secured Party’s duly submitted draw
under such Letter of Credit for such outstanding undrawn balance, an Event of Default
under Section 5(a)(iii) of the Agreement will be deemed to have occurred with respect
to Pledgor.
	 
	 	(vii)	 	Without limiting the applicability of any other Event of Default or the
parties’ rights and remedies under the Agreement (including this Annex):
	 
	 	 	 	(A) It shall be an Event of Default with respect to Pledgor under Section 5(a)(iii)
of the Agreement if a Disqualifying Event occurs and Pledgor fails to provide Secured
Party, on or before the first Local Business Day (or the third Local Business Day if
clause (i) of the definition of Disqualifying Event is solely applicable) after
Secured Party notifies Pledgor of such Disqualifying Event, with a substitute Letter
of Credit meeting the requirements of these L/C Provisions issued by another bank
reasonably acceptable to Secured Party or with such other Eligible Credit Support, in
either case having a Value equal to the face amount of such outstanding Letter of
Credit.
	 
	 	 	 	(B) For purposes of Paragraph 8(a) of this Annex, the rights and remedies that
Secured Party shall be entitled to exercise pursuant to Paragraph 8(a)(ii) with
respect to Letters of Credit shall include the right to exercise any and all rights
and remedies of a beneficiary under any and all Letters of Credit, whether under the
terms thereof or pursuant to Laws and Regulations, including the right to draw on any
Letter of Credit issued for its benefit and realize upon and apply the proceeds
thereof to reduce or satisfy the obligations of the Pledgor or Credit Support
Provider under the Agreement or the relevant Credit Support Document, free from any
claim or right of any nature whatsoever of the Pledgor or its Credit Support Provider
except in respect of any surplus as provided in Paragraph 8(c) of this Annex.
	 
	 	(viii)	 	As used in this Annex:
	 
	 	 	 	“Disqualifying Event” means, for any outstanding Letter of Credit, the occurrence of
any of the following events: (i) the issuer of such Letter of Credit ceases to be a
Qualified Institution; (ii) such issuer fails to comply with or perform its
obligations under such Letter of Credit if such failure shall be continuing after the
lapse of any applicable grace period; (iii) such issuer shall disaffirm, disclaim,
repudiate or reject, in whole or in part, or challenge the validity of, such Letter
of Credit; or (iv) any event specified in Section 5(a)(vii) of the Agreement shall
occur with respect to such issuer (for such purpose, issuer being deemed a Credit
Support Provider of the Pledgor).
	 
	 	 	 	“Qualified Institution” means a bank organized under the laws of the United States
(or any state or a political subdivision thereof) or the U.S. branch of a foreign
bank acceptable to Party A, in each case





7









 






	 	 	 	having at least $10 billion in total assets and maintaining with respect to it or for
its long term unsecured and unsubordinated debt, deposit or certificate of deposit
obligations a rating of at least A- from Standard & Poor’s Ratings Services (a
division of McGraw-Hill, Inc.) or its successor, and rating of at least A3 from
Moody’s Investors Service, Inc. or its successor.
	 
	 	 	 	“Relevant Entity” means, with respect to Pledgor, the Credit Support Provider of
Pledgor, and with respect to Secured Party, Secured Party A.
	 
	 	 	 	“Transfer” means, for purposes of these L/C Provisions, delivery by Pledgor or return
by the Secured Party, as the case may be, of the relevant Letter of Credit in its
physical executed form as an original document, to such address as the other party
shall specify for that purpose, which in the case of any return of a Letter of
Credit, shall be either to the Pledgor or to the issuer of the Letter of Credit, and
the obligation of Pledgor to Transfer a Letter of Credit shall include the obligation
of Pledgor to cause the Transfer of the relevant Letter of Credit by the issuer.






	 	(ix)	 	Certain Rights and Remedies.






	 	(1)	 	Secured Party’s Rights and Remedies. For purposes
of Paragraph 8(a)(ii), the Secured Party may draw on any outstanding
Letter of Credit (Other Posted Support) in an amount equal to any amounts
payable by the Pledgor with respect to any Obligations.
	 
	 	(2)	 	Pledgor’s Rights and Remedies. For purposes of
Paragraph 8(b)(ii), (i) the Secured Party will be obligated immediately
to Transfer any Letter of Credit (Other Posted Support) to the Pledgor
and (ii) the Pledgor may do any one or more the following: (x) to the
extent that the Letter of Credit (Other Posted Support) is not
Transferred to the Pledgor as required pursuant to (i) above, Set-off any
amounts payable by the Pledgor with respect to any Obligations against
any such Letter of Credit (Other Posted Support) held by the Secured
Party up to the full amount drawable thereunder and to the extent its
rights to Set-off are not exercised, withhold payment of any remaining
amounts payable by the Pledgor with respect to any Obligations, up to the
sum of the Value of any remaining Posted Collateral and the Value of any
Letter of Credit (Other Posted Support) held by the Secured Party, until
any such Posted Collateral and such Letter of Credit (Other Posted
Support) is transferred to the Pledgor; and (y) exercise rights and
remedies available to the Pledgor under the terms of the Letter of
Credit.






	 	(v)	 	Additional Definitions. As used in this Annex:
	 
	 	 	 	“Credit Rating” means, for a party or entity on any date of determination, (a)
the Long-Term Counterparty Rating then assigned to it by Standard & Poor’s
Ratings Services, a division of the McGraw-Hill Companies, Inc. (“S&P”) or the
Counterparty Rating then assigned to it by Moody’s Investors Service
(“Moody’s"), or (b) if a party does not have either a Long-Term Counterparty
Rating assigned to it by S&P or a Counterparty Rating assigned to it by
Moody’s, then its Credit Rating will be the respective rating then assigned to
its unsecured and unsubordinated long-term debt or deposit obligations by
either S&P or Moody’s. If such ratings are assigned by both S&P and Moody’s,
then its Credit Rating will be the lower of such ratings.
	 
	 	 	 	“Ineligible Securities” means any obligations, securities, certificates or
instruments that (i)





8









 






	 	 	 	are denominated in a currency other than U.S. Dollars,
(ii) are issued other than in Federal Reserve
book entry form, or (iii) constitute or include structured notes or other
structured debt instruments, real estate mortgage investment conduits,
collateralized mortgage obligations, guaranteed mortgage certificates,
interest-only securities, principal-only securities or any securities
representing interests in, or are composed in whole or in part of, residual or
high risk mortgage derivatives or other derivatives.
	 
	 	 	 	“Letter of Credit” shall mean an irrevocable, transferable, standby Letter of
Credit, substantially in the form of Exhibit A, issued by a major U.S.
commercial bank or a U.S. branch office of a foreign bank with a Credit Rating
of at least “A” by S&P or “A2” by Moody’s, acceptable to the party in whose
favor the Letter of Credit is issued and fully enforceable and not the subject
of any action to restrain or attempting to restrain payment thereunder and
with an expiry date not earlier than 90 days after the date of Transfer of
the letter of credit to Party A.
	 
	 	 	 	“Letter of Credit Default” shall mean with respect to an outstanding Letter of
Credit, the occurrence of any of the following events: (i) the issuer of such
Letter of Credit shall fail to maintain a Credit Rating of at least “A” by S&P
or “A2” by Moody’s, (ii) the issuer of the Letter of Credit shall fail to
comply with or perform its obligations under such Letter of Credit if such
failure shall be continuing after the lapse of any applicable grace period;
(iii) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate
or reject, in whole or in part, or challenge the validity of, such Letter of
Credit; (iv) such Letter of Credit shall expire or terminate, or shall fail or
cease to be in full force and effect at any time during the term of any
Transaction under this Agreement; or (v) any event analogous to an event
specified in Section 5(a)(vii) of this Agreement shall occur with respect to
the issuer of such Letter of Credit; provided, however, that no Letter of
Credit Default shall occur in any event with respect to a Letter of Credit
after the time such Letter of Credit is required to be canceled or returned to
the Pledgor in accordance with the terms of this Annex. Paragraph 7(i) of
this Annex is hereby modified to apply to failures to Transfer Letters of
Credit, as well as the items listed therein.






	(k)	 	Demands and Notices. All demands, specifications and notices under this Annex will be made
to a party as follows unless otherwise specified from time to time by that party for purposes
of this Annex in a written notice given to the other party:
	 
	 	 	To Party A:
	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION

201 S College St

Coll Mgmt — D1100-060

Charlotte, NC 28244-0002

Attn: James Collins, Collateral Management

Fax: 704-715-4566

Phone: 704-715-4721

Email: collateral.mgmt@wachovia.com
	 
	 	 	To Party B:
	 
	 	 	WRIGHT EXPRESS CORPORATION

97 Darling Avenue





9









 






	 	 	South Portland, Maine 04106


Attention: Steven Elder


Fax: (207) 523-7104

Phone: (207) 53-7769






	(l)	 	Addresses for Transfers.






	 	(i)	 	For each Transfer hereunder to Party A, instructions will be provided by Party
A for that specific Transfer.
	 
	 	(ii)	 	For each Transfer hereunder to Party B, instructions will be provided by Party
B for that specific Transfer.






	(m)	 	Other Provisions.






	 	(i)	 	Exposure. All calculations of “Exposure” under this Annex shall
include all Transactions (whether or not evidenced by a Confirmation).
	 
	 	(ii)	 	Grace Period. Clause (i) of Paragraph 7 is hereby amended by deleting the words
“two Local Business Days” and substituting therefor “one Local Business Day”.




IN WITNESS WHEREOF the parties have executed this Credit Support Annex as of the date hereof.




WACHOVIA BANK, NATIONAL ASSOCIATION




	 	 	 	 	 

	By: 

Name:

	 	/s/ Romona Prashad
 

Romona Prashad
	 	 
	Title:

	 	Vice President	 	 






WRIGHT EXPRESS CORPORATION




	 	 	 	 	 

	By: 

Name:

	 	/s/ Steven A. Elder
 

Steven Elder
	 	 
	Title:

	 	Treasurer	 	 






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Exhibit A

To Credit Support Annex




ISSUE DATE:                     

L/C NO.:                     

APPLICANT REFERENCE NO.:                     




APPLICANT:

[                    ]




BENEFICIARY:

WACHOVIA BANK, NATIONAL ASSOCIATION




EXPIRY DATE:                     




AMOUNT: USD                     

(                     DOLLARS AND 00/100)



WE HEREBY ESTABLISH THIS IRREVOCABLE STANDBY LETTER OF CREDIT NO.                      IN FAVOR OF THE ABOVE
MENTIONED BENEFICIARY FOR AN AGGREGATE AMOUNT NOT TO EXCEED USD                     , EXPIRING AT OUR COUNTERS
WITH OUR CLOSE OF BUSINESS ON                                         .



THIS LETTER OF CREDIT IS AVAILABLE AT SIGHT WITH BANK OF AMERICA, N.A. AGAINST PRESENTATION OF:



1 — BENEFICIARY’S DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF ITS OFFICIALS INDICATING THIS LETTER
OF CREDIT NUMBER AND READING AS FOLLOWS:



“WE CERTIFY THAT SUCH AMOUNTS ARE DUE PURSUANT TO THE TERMS OF THE ISDA MASTER AGREEMENT DATED
                    , 2010 BY AND BETWEEN WELLS FARGO BANK, NATIONAL ASSOCIATION AND [                                        ] AS
MAY BE AMENDED AND/OR MODIFIED FROM TIME TO TIME.”



2 — ORIGINAL LETTER OF CREDIT AND ALL CORRESPONDING AMENDMENTS, IF ANY.



SWIFT DEMANDS FOR PAYMENT ARE ALLOWED. IN THE EVENT OF A FULL OR FINAL DRAWING THE ORIGINAL STANDBY
LETTER OF CREDIT WILL BE RETURNED BY OVERNIGHT COURIER AT TIME OF SWIFT PRESENTATION.



IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT WILL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL
PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRY DATE HEREOF UNLESS WE SEND NOTICE TO YOU,
IN WRITING, AT THE ABOVE STATED ADDRESS AND TO WELLS FARGIO BANK, NA, STANDBY LETTER OF CREDIT
DEPARTMENT, 401 LINDEN STREET, WINSTON SALEM, NC 27101, AT LEAST 30 DAYS PRIOR TO ANY SUCH EXPIRY
DATE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. HOWEVER IN
NO EVENT SHALL THIS LETTER OF CREDIT BE EXTENDED BEYOND THE FINAL EXPIRY DATE OF                     .






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THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART), AND
[                                        ] ONLY IS AUTHORIZED TO ACT AS THE TRANSFERRING BANK. WE SHALL NOT
RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL THIS ORIGINAL LETTER OF CREDIT TOGETHER WITH
ANY AMENDMENTS AND A SIGNED AND COMPLETED TRANSFER FORM, ATTACHED HERETO, IS RECEIVED BY US.
TRANSFER CHARGES ARE FOR ACCOUNT OF THE APPLICANT. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF
THE PERSON SIGNING THE TRANSFER FORMS MUST BE VERIFIED BY YOUR BANK. IN CASE OF ANY TRANSFER UNDER
THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE.
THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY PERSON WITH WHICH THE U.S. PERSONS ARE
PROHIBITED FROM DOING BUSINESS UNDER U.S. FOREIGN ASSETS CONTROL REULATION OR OTHER APPLICABLE U.S.
LAWS AND REGULATIONS.



WE HEREBY AGREE WITH THE BENEFICIARY THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS
AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED.



THIS IRREVOCABLE STANDBY LETTER OF CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES
1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO 590 (ISP 98) AND AS TO MATTERS NOT ADDRESSED
BY THE ISP98 THIS LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



THE NUMBER AND THE DATE OF OUR CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS
REQUIRED.



ALL DRAWINGS AND CORRESPONDENCE IN CONNECTION WITH THIS LETTER OF CREDIT ARE TO BE DIRECTED TO
[Bank Name], ATTENTION STANDBY LETTER OF CREDIT DEPT. [Bank Address]. CUSTOMER INQUIRY NUMBER IS
(XXX) XXX-XXXX.





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