exv10w7





Exhibit 10.7


AMENDMENT

TO




ISDA MASTER AGREEMENT



dated as of May 20, 2011



	 	 	 	 	 
	SUNTRUST BANK

(“Party A”)
	 	and
	 	WRIGHT EXPRESS CORPORATION

(“Party B”)





have previously entered into that certain 1992 ISDA Master Agreement, dated as of April 5,
2005 (subsequently amended as of May 22, 2007) (the “Agreement”), which Agreement includes the
Schedule and all Confirmations exchanged between the parties confirming the Transactions (or Swap
Transactions) thereunder. The parties have now agreed to amend the Agreement by this Amendment
(this “Amendment”).



Accordingly, the parties agree as follows:





	1.	 	Amendment of the Agreement




Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended
as follows:





	(a)	 	Part 1(3) shall be deleted in its entirety and replaced with the following:
	 
	 	 	“Loan Agreement” means the Credit Agreement dated on or about May 23, 2011 by and among
Wright Express Corporation, its subsidiaries party thereto and certain of its subsidiaries
to become party thereto as borrowers (“Borrowers”), Bank of America, N.A., as administrative
agent (the “Administrative Agent”), swing line lender and L/C issuer, and the other lenders
party thereto (the “Lenders”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS
Citizens, National Association, SunTrust Robinson Humphrey, Inc., and Wells Fargo
Securities, LLC, as joint lead arrangers and joint book managers and the co-syndication
agents and co-documentation agents named therein (as amended, restated, supplemented or
replaced from time to time), and without regard to any termination or cancellation thereof,
whether by reason of payment of all indebtedness incurred thereunder or otherwise.




 









 












	(b)	 	Part 5(1)(a) shall be deleted in its entirety and replaced with the following:
	 
	 	 	SunTrust Bank

Financial Risk Management, Operations

3333 Peachtree Road, N.E.

1 1th Floor, Center Code 3913

Atlanta, GA 30326

Tel: 404-926-5821

Fax: 404-926-5826




As used in the Agreement (including any Confirmation relating thereto), as amended by this
Amendment, the terms “ISDA Master Agreement”, “this Master Agreement”, “Agreement”, “this
Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import shall
mean the Agreement as amended hereby, unless the context otherwise specifically requires.





	2.	 	Representations




Each party represents to the other party that all representations contained in the Agreement
(including all representations set forth in the Annex) are true and accurate as of the date of this
Amendment and that such representations are deemed to be given or repeated by each party, as the
case may be, on the date of this Amendment.





	3.	 	Miscellaneous




(a) Definitions. Capitalized terms used in this Amendment and not otherwise defined herein
shall have the meanings specified for such terms in the Agreement.



(b) Entire Agreement. This Amendment constitutes the entire agreement and understanding
of the parties with respect to its subject matter and supersedes all
oral communication and prior writings (except as otherwise provided herein) with respect thereto.



(c) Counterparts. This Amendment may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be deemed an original.



(d) Headings. The headings used in this Amendment are for convenience of reference only
and are not to affect the construction of or to be taken into
consideration in interpreting this Amendment.



(e) Governing Law. This Amendment will be governed by and construed in accordance with the
laws of the State of New York without reference to choice of law doctrine, but giving effect to
Sections 5-1401 and 5-1402 of the New York General Obligations Law.





 









 







IN WITNESS WHEREOF the parties have executed this Amendment on the respective dates specified below
with effect from the date specified on the first page of this Amendment.




	 	 	 	 	 	 
	SUNTRUST BANK	 	WRIGHT EXPRESS CORPORATION	 
	 	 	 	 	 	 
	By:	 /s/ Tracy T. Moore	 	By:	 /s/ Steve Elder	 
		Name: Tracy T. Moore	 		Name: Steven Elder	 
		Title: Vice President	 		Title:  Chief Financial Officer	 
	 	 	 	 	 	 
	 	Date: May 20, 2011	 	Date: