exv10w8






Exhibit 10.8




			
	 	 	 
	(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 March 10, 2010



between



and



	 	 	 

	WRIGHT EXPRESS CORPORATION
	 	BARCLAYS BANK PLC
	(“Party A”)
	 	(“Party B”)





This Annex supplements, forms part of, and is subject to, the above referenced 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:—



Paragraph 1. Interpretation



(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in
this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this
Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this
Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any
inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will
prevail.



(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to
either party when acting in that capacity and all corresponding references to the “Pledgor” will be
to the other party when acting in that capacity; provided, however, that if Other Posted Support is
held by a party to this Annex, all references herein to that party as the Secured Party with
respect to that Other Posted Support will be to that party as the beneficiary thereof and will not
subject that support or that party as the beneficiary thereof to provisions of law generally
relating to security interests and secured parties.



Paragraph 2. Security Interest



Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security
for its Obligations, and grants to the Secured Party a first priority continuing security interest
in, lien on and right of Set off against all Posted Collateral Transferred to or received by the
Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted
Collateral, the security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by either party.



Paragraph 3. Credit Support Obligations



(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or
exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party
Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
“Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:




     (i) the Credit Support Amount



     exceeds



Copyright © 1995 by International Swaps and Derivatives Association, Inc.





 









 








     (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party.


(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the
Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted
Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as
close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless
otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any
Valuation Date will equal the amount by which:




     (i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party



     exceeds



     (ii) the Credit Support Amount.


“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date
(i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent
Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the
Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit
Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a
number less than zero.




Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions



(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of
the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent
that:





(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and
is continuing with respect to the other party; and




(ii) no Early Termination Date for which any unsatisfied payment obligations exist has
occurred or been designated as the result of an Event of Default or Specified Condition
with respect to the other party.


(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand
for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification
Time, then the relevant Transfer will be made not later than the close of business on the next
Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer
will be made not later than the close of business on the second Local Business Day thereafter.



(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will
be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party
(or the other party, if the Valuation Agent is a party) of its calculations not later than the
Notification Time on the Local Business Day following the applicable Valuation Date (or in the case
of Paragraph 6(d), following the date of calculation).



(d) Substitutions.





(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business
Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute
Credit Support”); and




(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of
Posted Credit Support specified by the Pledgor in its notice not later than the Local
Business Day following the date on which the Secured Party receives the Substitute Credit
Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided
that the Secured Party will only be obligated to Transfer Posted Credit Support with a
Value as of the



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date of Transfer of that Posted Credit Support equal to the Value as of that date of the
Substitute Credit Support.



Paragraph 5. Dispute Resolution



If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery
Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent
(if the Valuation Agent is not the other party) not later than the close of business on the Local
Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I)
above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the
appropriate party will Transfer the undisputed amount to the other party not later than the close
of business on the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the
parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to
resolve the dispute by the Resolution Time, then:





(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise
specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value
as of the Recalculation Date by:




(A) utilizing any calculations of Exposure for the Transactions (or Swap
Transactions) that the parties have agreed are not in dispute;




(B) calculating the Exposure for the Transactions (or Swap Transactions)
in dispute by seeking four actual quotations at mid-market from Reference
Market-makers for purposes of calculating Market Quotation, and taking
the arithmetic average of those obtained; provided that if four
quotations are not available for a particular Transaction (or Swap
Transaction), then fewer than four quotations may be used for that
Transaction (or Swap Transaction); and if no quotations are available for
a particular Transaction (or Swap Transaction), then the Valuation
Agent’s original calculations will be used for that Transaction (or Swap
Transaction); and




(C) utilizing the procedures specified in Paragraph 13 for calculating
the Value, if disputed, of Posted Credit Support.




(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit
Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the
date of Transfer pursuant to Paragraph 13.


Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party
(or the other party, if the Valuation Agent is a party) not later than the Notification Time on the
Local Business Day following the Resolution Time. The appropriate party will, upon demand following
that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs
4(a) and 4(b), make the appropriate Transfer.




Paragraph 6. Holding and Using Posted Collateral



(a) Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c),
the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral
to the extent required by applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as it would exercise
with respect to its own property. Except as specified in the preceding sentence, the Secured Party
will have no duty with respect to Posted Collateral, including, without limitation, any duty to
collect any Distributions, or enforce or preserve any rights pertaining thereto.



(b) Eligibility to Hold Posted Collateral; Custodians.





(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for
holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or
to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon
notice



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by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s
obligations to make any Transfer will be discharged by making the Transfer to that
Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding
of that Posted Collateral by the Secured Party for which the Custodian is acting.




(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy
any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the
Secured Party will, not later than five Local Business Days after the demand, Transfer or
cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that
satisfies those conditions or to the Secured Party if it satisfies those conditions.




(iii) Liability. The Secured Party will be liable for the acts or omissions of its
Custodian to the same extent that the Secured Party would be liable hereunder for its own
acts or omissions.


(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the
rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured
Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no
Early Termination Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding
Section 9-207 of the New York Uniform Commercial Code, have the right to:





(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or
otherwise use in its business any Posted Collateral it holds, free from any claim or right
of any nature whatsoever of the Pledgor, including any equity or right of redemption by the
Pledgor; and




(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a
nominee for either.


For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support
pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the
Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions
made thereon, regardless of whether the Secured Party has exercised any rights with respect to any
Posted Collateral pursuant to (i) or (ii) above.



(d) Distributions and Interest Amount.





(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to
receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later
than the following Local Business Day any Distributions it receives or is deemed to receive
to the extent that a Delivery Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation will be deemed to be a
Valuation Date for this purpose).




(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph
4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid
with respect to Posted Collateral in the form of Cash (all of which may be retained by the
Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in
Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created
or increased by that Transfer, as calculated by the Valuation Agent (and the date of
calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or
portion thereof not Transferred pursuant to this Paragraph will constitute Posted
Collateral in the form of Cash and will be subject to the security interest granted under
Paragraph 2.



Paragraph 7. Events of Default



For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect
to a party if:





(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to
be



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made by it and that failure continues for two Local Business Days after notice of that
failure is given to that party;




(ii) that party fails to comply with any restriction or prohibition specified in this Annex
with respect to any of the rights specified in Paragraph 6(c) and that failure continues
for five Local Business Days after notice of that failure is given to that party; or




(iii) that party fails to comply with or perform any agreement or obligation other than
those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after
notice of that failure is given to that party.



Paragraph 8. Certain Rights and Remedies



(a) Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified
Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination
Date has occurred or been designated as the result of an Event of Default or Specified Condition
with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights and remedies:





(i) all rights and remedies available to a secured party under applicable law with respect
to Posted Collateral held by the Secured Party;




(ii) any other rights and remedies available to the Secured Party under the terms of Other
Posted Support, if any;




(iii) the right to Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral
held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted
Collateral); and




(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or
more public or private sales or other dispositions with such notice, if any, as may be
required under applicable law, free from any claim or right of any nature whatsoever of the
Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party
having the right to purchase any or all of the Posted Collateral to be sold) and to apply
the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral
to any amounts payable by the Pledgor with respect to any Obligations in that order as the
Secured Party may elect.


Each party acknowledges and agrees that Posted Collateral in the form of securities may decline
speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the
Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party,
except any notice that is required under applicable law and cannot be waived.



(b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Secured
Party, then (except in the case of an Early Termination Date relating to less than all Transactions
(or Swap Transactions) where the Secured Party has paid in full all of its obligations that are
then due under Section 6(e) of this Agreement):





(i) the Pledgor may exercise all rights and remedies available to a pledgor under
applicable law with respect to Posted Collateral held by the Secured Party;




(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under
the terms of Other Posted Support, if any;




(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and
the Interest Amount to the Pledgor; and




(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred
pursuant to (iii) above, the Pledgor may:



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(A) Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any
Posted Collateral held by the Secured Party (or any obligation of the
Secured Party to Transfer that Posted Collateral); and




(B) to the extent that the Pledgor does not Set-off under (iv)(A) above,
withhold payment of any remaining amounts payable by the Pledgor with
respect to any Obligations, up to the Value of any remaining Posted
Collateral held by the Secured Party, until that Posted Collateral is
Transferred to the Pledgor.


(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds
and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs
8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any
Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).



(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect
to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the
Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if
any.




Paragraph 9. Representations



Each party represents to the other party (which representations will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that:





(i) it has the power to grant a security interest in and lien on any Eligible Collateral it
Transfers as the Pledgor and has taken all necessary actions to authorize the granting of
that security interest and lien;




(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral
it Transfers to the Secured Party hereunder, free and clear of any security interest, lien,
encumbrance or other restrictions other than the security interest and lien granted under
Paragraph 2;




(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of
this Annex, the Secured Party will have a valid and perfected first priority security
interest therein (assuming that any central clearing corporation or any third party
financial intermediary or other entity not within the control of the Pledgor involved in
the Transfer of that Eligible Collateral gives the notices and takes the action required of
it under applicable law for perfection of that interest); and




(iv) the performance by it of its obligations under this Annex will not result in the
creation of any security interest, lien or other encumbrance on any Posted Collateral other
than the security interest and lien granted under Paragraph 2.



Paragraph 10. Expenses



(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its
own costs and expenses in connection with performing its obligations under this Annex and neither
party will be liable for any costs and expenses incurred by the other party in connection herewith.



(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges
of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon
becoming aware of the same, regardless of whether any portion of that Posted Credit Support is
subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that
result from the exercise of the Secured Party’s rights under Paragraph 6(c).



(c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by
or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or
application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant






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to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.




Paragraph 11. Miscellaneous



(a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted
Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted
under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of
the items of property that were required to be Transferred, from (and including) the date that
Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.



(b) Further Assurances. Promptly following a demand made by a party, the other party will execute,
deliver, file and record any financing statement, specific assignment or other document and take
any other action that may be necessary or desirable and reasonably requested by that party to
create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to
enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit
Support or an Interest Amount or to effect or document a release of a security interest on Posted
Collateral or an Interest Amount.



(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend
against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by
the Pledgor or that could adversely affect the security interest and lien granted by it under
Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured
Party’s rights under Paragraph 6(c).



(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex,
including, but not limited to, all calculations, valuations and determinations made by either
party, will be made in good faith and in a commercially reasonable manner.



(e) Demands and Notices. All demands and notices made by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.



(f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in
Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex
will be construed accordingly.




Paragraph 12. Definitions



As used in this Annex:-



“Cash” means the lawful currency of the United States of America.



“Credit Support Amount” has the meaning specified in Paragraph 3.



“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.



“Delivery Amount” has the meaning specified in Paragraph 3(a).



“Disputing Party” has the meaning specified in Paragraph 5.



“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest
and other payments and distributions of cash or other property with respect thereto, regardless of
whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c).
Distributions will not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the
form of Cash, any distributions on that collateral, unless otherwise specified herein.



“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that
party in Paragraph 13.








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“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.



“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject
to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that
is the Secured Party by the other party (expressed as a positive number) or by a party that is the
Secured Party to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being
terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by
the Valuation Agent using its estimates at mid market of the amounts that would be paid for
Replacement Transactions (as that term is defined in the definition of “Market Quotation”).



“Independent Amount” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of
interest calculated for each day in that Interest Period on the principal amount of Posted
Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured
Party for each such day as follows:




     (x) the amount of that Cash on that day; multiplied by



     (y) the Interest Rate in effect for that day; divided by



     (z) 360.


“Interest Period” means the period from (and including) the last Local Business Day on which an
Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the
Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to
be Transferred.



“Interest Rate” means the rate specified in Paragraph 13.



“Local Business Day”, unless otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in clause (b) thereof
will be deemed to include a Transfer under this Annex.



“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that
party in Paragraph 13; if no amount is specified, zero.



“Notification Time” has the meaning specified in Paragraph 13.



“Obligations” means, with respect to a party, all present and future obligations of that party
under this Agreement and any additional obligations specified for that party in Paragraph 13.



“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for
that party in Paragraph 13.



“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that
remains in effect for the benefit of that Secured Party.



“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer
Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under
Paragraph 3(a).



“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds
thereof that have been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to
Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.



“Posted Credit Support” means Posted Collateral and Other Posted Support.








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“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5;
provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the
resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under
Paragraph 3.



“Resolution Time” has the meaning specified in Paragraph 13.



“Return Amount” has the meaning specified in Paragraph 3(b).



“Secured Party” means either party, when that party (i) makes a demand for or is entitled to
receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
Credit Support.



“Specified Condition” means, with respect to a party, any event specified as such for that party in
Paragraph 13.



“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).



“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).



“Threshold” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.



“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest
Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:





(i) in the case of Cash, payment or delivery by wire transfer into one or more bank
accounts specified by the recipient;




(ii) in the case of certificated securities that cannot be paid or delivered by book entry,
payment or delivery in appropriate physical form to the recipient or its account
accompanied by any duly executed instruments of transfer, assignments in blank, transfer
tax stamps and any other documents necessary to constitute a legally valid transfer to the
recipient;




(iii) in the case of securities that can be paid or delivered by book entry, the giving of
written instructions to the relevant depository institution or other entity specified by
the recipient, together with a written copy thereof to the recipient, sufficient if
complied with to result in a legally effective transfer of the relevant interest to the
recipient; and




(iv) in the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.


“Valuation Agent” has the meaning specified in Paragraph 13.



“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.



“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in
Paragraph 13.



“Valuation Time” has the meaning specified in Paragraph 13.



“Value” means for any Valuation Date or other date for which Value is calculated and subject to
Paragraph 5 in the case of a dispute, with respect to:





(i) Eligible Collateral or Posted Collateral that is:




(A) Cash, the amount thereof; and




(B) a security, the bid price obtained by the Valuation Agent multiplied
by the applicable Valuation Percentage, if any;




(ii) Posted Collateral that consists of items that are not specified as Eligible
Collateral, zero; and



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(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.



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     Paragraph 13. Elections and Variables




	(a)	 	Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes
the following additional obligations:






with respect to Party A: none




with respect to Party B: none




	(b)	 	Credit Support Obligations.






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






	 	(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:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Party	 	Party	 	Valuation
	 	 	 	 	 	 	A	 	B	 	Percentage
	(A)
	 	Cash	 	 	[ X ]	 	 	 	[ X ]	 	 	 	100.0	 







	 	(iii)	 	Other Eligible Support. The following items will qualify as “Other Eligible
Support” for Party A and Party B: none.
	 
	 	(iv)	 	Thresholds.






	 	(A)	 	“Independent Amount” means with respect to Party A: except
as otherwise provided in a Confirmation, zero.
	 
	 	 	 	“Independent Amount” means with respect to Party B: except as otherwise
provided in a Confirmation, zero.
	 
	 	(B)	 	“Threshold” means with respect to Party A: USD 10million;
provided that if (1) the obligations under Party A’s revolving credit
facility become secured; or (2) an Event of Default has occurred or is
continuing with respect to Party A, then the Threshold shall be zero.
	 
	 	 	 	“Threshold” means with respect to Party B: USD 35million; provided that, if
an Event of Default has occurred and is continuing with respect to Party B,
then the Threshold shall be zero.
	 
	 	(C)	 	“Minimum Transfer Amount” means with respect to Party A or
Party B: USD100,000, but provided that if: (i) an Event of Default or a
Potential Event of Default has occurred with respect to a party, the Minimum
Transfer Amount for such party shall be zero; and (ii) where the Credit
Support Amount with respect to both parties on a Valuation Date is zero for
the purposes of calculating a Return Amount, the Minimum Transfer Amount, as
applicable, shall be zero and Rounding shall not apply.
	 
	 	(D)	 	Rounding. The Delivery Amount and the Return Amount will be
rounded up and down, in each case, to the nearest integral multiple of
USD10,000, respectively.






	(c)	 	Valuation and Timing.






	 	(i)	 	“Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making
the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party
receiving or deemed to receive the Distributions or the Interest Amount, as
applicable, unless otherwise specified here: These rules will apply. In addition,
the




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	 	 	 	Valuation Agent will be the Secured Party for purposes of calculating Value in
connection with substitutions pursuant to Paragraph 4(d).
	 
	 	(ii)	 	“Valuation Date” means each day that is a Local Business Day for both Party A
and Party B.
	 
	 	(iii)	 	“Valuation Time” means the close of business on the Local Business Day
immediately preceding the Valuation Date or date of calculation, as applicable,
provided that the calculations of Value and Exposure will, as far as practicable, be
made as of approximately the same time on the same date.
	 
	 	(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) so long as all Transactions are Affected Transactions:





	 	 	 	 	 	 	 	 	 
	 	 	Party A	 	Party B
	Illegality
	 	 	[ X ]	 	 	 	[ X ]	 
	Tax Event
	 	 	[ X ]	 	 	 	[ X ]	 
	Tax Event Upon Merger
	 	 	[ X ]	 	 	 	[ X ]	 
	Credit Event Upon Merger
	 	 	[ X ]	 	 	 	[ X ]	 
	Additional Termination Events
	 	 	[ X ]	 	 	 	[ X ]	 







	(e)	 	Substitution.






	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
	 
	 	(ii)	 	Consent. If specified here as applicable, then the Pledgor must obtain the
Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Applicable.
Neither party shall unreasonably withhold its consent to any substitution request by
the other party.






	(f)	 	Dispute Resolution.






	 	(i)	 	“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day
following the date on which notice of the dispute is given under Paragraph 5.
	 
	 	(ii)	 	Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Eligible
Credit Support or Posted Credit Support as of the relevant Valuation Date or date of
Transfer will be calculated as follows:
	 
	 	 	 	with respect to Cash, the amount thereof.
(iii) Alternative. The provisions of Paragraph 5 will apply.






	(g)	 	Holding and Using Posted Collateral.






	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians. Each party (and its
Custodian, if any) will be entitled to hold Posted Collateral pursuant to Paragraph
6(b); provided that the following conditions applicable to it are satisfied:






	 	(A)	 	Posted Collateral may be held only in the following
jurisdictions: New York.
	 
	 	(B)	 	Party A’s Custodian: Party A’s Custodian shall (A) be a
trust company or a commercial bank with trust powers organized under the laws
of the United States or any state thereof and subject to supervision or
examination by a federal or state authority and (B) have a Credit Rating of
A2 or higher by Moody’s or A or higher by Standard & Poor’s.






	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the
parties.






	(h)	 	Distributions and Interest Amount.




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	 	(i)	 	Interest Rate. The “Interest Rate” will be the Effective Federal funds rate
in U.S. Dollars published in Federal Reserve Publication H.15, as such rate is
displayed on the Reuters Screen FEDFUNDS1 page.
	 
	 	(ii)	 	Transfer of Interest Amount. The Transfer of the Interest Amount will be made
on the last Local Business Day of each calendar month and on any Local Business Day
that Other Posted Support 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 except as modified here: if Transfer of an Interest Amount (or any portion
thereof) to a Pledgor on any day would result in, or increase, a Delivery Amount
(treating that day as a Valuation Date, as provided in Paragraph 6(d)(ii)) but the
Pledgor would nonetheless have no obligation to make a Transfer pursuant to Paragraph
3(a) on that day if it were a Valuation Date (because the Delivery Amount is lower
than the Pledgor’s Minimum Transfer Amount or otherwise), the Secured Party will be
required to Transfer that Interest Amount (or portion thereof) to the Pledgor,
notwithstanding anything to the contrary in Paragraph 6(d)(ii).






	(i)	 	Additional Representation(s): None.
	 
	(j)	 	Other Eligible Support and Other Posted Support.






	 	(i)	 	“Value” with respect to Other Eligible Support and Other Posted Support
means: Not applicable.
	 
	 	(ii)	 	“Transfer” with respect to Other Eligible Support and Other Posted Support
means: Not applicable.






	(k)	 	Demands and Notices. All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, unless otherwise specified here:
	 
	 	 	Party A:

Wright Express Corporation

97 Darling Ave.

South Portland, ME 04106

Attn: Corporate Treasurer

Fax: 207-523-7104

Telephone: 207-523-7769
	 
	 	 	Party B:
	 
	 	 	Group Hotline 201-499-0389

Primary Contact -Rino Mermini — x 1885

Alternate Contact — Michael Haake — x 1866

Group email — nycollateral@barcap.com

Fax: 201-333-8016
	 
	 	 	The parties may, from time to time, amend the contact information provided above by written
notice to the other party.






	(l)	 	Addresses for Transfers.
	 
	 	 	Party A:
	 
	 	 	Cash:
	 
	 	 	To be specified in each notice.
	 
	 	 	Party B:
	 
	 	 	Cash:
	 
	 	 	Barclays Bank PLC, NY




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	 	 	ABA: #026-002-574

F/O: Barclays Swaps & Options Group NY

A/C #: 050019228

Ref: NY Collateral Management






	(m)	 	Other Provisions.






	 	(i)	 	Transfer of Undisputed Amount. Paragraph 5 is hereby amended by adding the
following after the phrase “of (II) above” in the eighth line thereof:
	 
	 	 	 	“(provided that such Transfer need not be made prior to the time that such
Transfer need otherwise be made pursuant to the demand made under Paragraph 3)”.
	 
	 	(ii)	 	Certain Distributions Received. If a Secured Party receives or is deemed to
receive Distributions on a day that is not a Local Business Day, or after its close of
business on a Local Business Day, it will Transfer the Distributions to the Pledgor on
the second following Local Business Day, subject to Paragraph 4(a), but only to the
extent contemplated in Paragraph 6(d)(i) in connection with Distributions received or
deemed received on a Local Business Day.
	 
	 	(iii)	 	Set-off. For purposes of Paragraphs 2 and 8(a)(iii) of this Annex, the
reference to any amount payable under Section 6 of this Agreement in the definition of
“Set-off” in this Agreement shall be deemed a reference to any amount payable with
respect to any Obligation, as described in Paragraph 8(a)(iii) of this Annex.
	 
	 	(iv)	 	Taxes. Paragraph 10(b) is hereby amended by adding the following at the end
of the text thereof:
	 
	 	 	 	“ ; provided, however, that notwithstanding this Paragraph 10(b), Section 2(d) of
the Agreement shall apply to any Indemnifiable Tax imposed on a payment or deemed
payment by the Secured Party to the Pledgor described in Paragraph 6(d) hereof.”.
	 
	 	(v)	 	Additional Definitions. Paragraph 12 is hereby amended by adding the
following:
	 
	 	 	 	“Credit Rating” means, with respect to a party or entity on any date of
determination, the respective rating then assigned to its unsecured and
unsubordinated long-term debt or deposit obligations (not supported by third party
credit enhancement) by Standard & Poor’s, Moody’s or the applicable rating agency.
	 
	 	 	 	“Moody’s” means Moody’s Investors Service, Inc. or its successor.
	 
	 	 	 	“Standard & Poor’s” means Standard & Poor’s, a Division of the McGraw-Hill
Companies, Inc. or its successor.
	 
	 	(vi)	 	Severability. In the event any one or more of the provisions contained in
this Annex shall be held illegal, invalid or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained in the
Agreement shall not in any way be affected or impaired thereby.
	 
	 	(vii)	 	Form of Annex. The parties hereby agree that the text of the body of this
Annex is intended to be the printed form of 1994 ISDA Credit Support Annex (Security
Interest — New York Law) as published and copyrighted by the International Swaps and
Derivatives Association, Inc.





	 	 	 	 	 

	WRIGHT EXPRESS CORPORATION

	 	 	 	BARCLAYS BANK PLC
	 
	By: /s/ Steven A. Elder

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

	 	 	 	Name: Ana Soriano
	Title: Treasurer

	 	 	 	Title: Director







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