exv10w1








Exhibit 10.1




SUNTRUST




3333 Peachtree Rd, NE Center Code

3913 Atlanta, Georgia 30326




September 20, 2010




Confirmation of Swap Transaction




THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED

PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404-926-5827 OR 404-926-5826




(PLEASE DIRECT ANY QUESTIONS TO FARAZ ANSARI AT 404-926-5819.)




Frank Douglass

Manager, Treasury

Wright Express Corp.

97 Darling Avenue

South Portland, Maine 04106




REF: 147325



The purpose of this communication is to set forth the terms and conditions of the Swap
Transaction entered into between SunTrust Bank (“SunTrust”) and Wright Express Corp.
(“Counterparty”) on the Trade Date specified below. This communication constitutes a
“Confirmation” as referred to in the Agreement specified below.



The definitions and provisions contained in the 2006 Definitions, as published by the
International Swaps and Derivatives Association, Inc. (the “Definitions”), are incorporated into
this Confirmation. In the event of any inconsistency between the Definitions and this
Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and
is subject to, the ISDA Master Agreement between SunTrust and the Counterparty, dated as of April
5, 2005, as amended and supplemented from time to time (the “Agreement”). All provisions
contained in, or incorporated by reference into, the Agreement will govern this Confirmation
except as expressly modified below.



1. The terms of the particular Swap Transaction to which this Confirmation relates are as follows:




	 	 	 
	Notional Amount:

Trade Date:

Effective Date:

Termination Date:

Business Days:

Calculation
Agent:

	 	USD 150,000,000.00

September 20, 2010

September 22, 2010

March 22, 2012, with adjustment in accordance with the Modified Following Business Day Convention

New York

SunTrust Bank






 









 







Fixed Amounts: 




	 	 	 
	Fixed Rate Payer:


	 	Counterparty
	Fixed Rate Payer Payment Dates:

	 	The 22nd day of each Month, beginning October 22, 2010, through and including the Termination Date,
subject to adjustment in accordance with the Modified Following Business Day convention.
	Fixed Rate:


	 	0.56000 % per annum
	Fixed Rate Day Count Fraction:

	 	Actual/360
	Adjustment to Period End Dates:

	 	Applicable






Floating Amounts: 




	 	 	 
	Floating Rate Payer:

	 	SunTrust Bank
	Floating Rate Payer Payment Dates:

	 	The 22nd day of each Month, beginning October 22, 2010, through and including the Termination Date,
subject to adjustment in accordance with the Modified Following Business Day convention.
	Floating Rate for Initial Calculation Period:

	 	0.25625 % per annum
	Floating Rate Day Count Fraction:

	 	Actual/360
	Designated Maturity:

	 	1 Month
	Floating Rate Option:

	 	USD-LIBOR-BBA
	Spread:

	 	Inapplicable
	Adjustment to Period End Dates:

	 	Applicable
	Reset Dates:

	 	The first day of each Calculation Period.






 









 






2. Other Provisions





(a) Relationship Between the Parties. Each party hereto represents to the other as of the
Trade Date that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for this Swap Transaction):




(i) Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into this Swap Transaction and as to
whether this Swap Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers 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 this Swap Transaction, it being
understood that information and explanations related to the terms and conditions of
this Swap Transaction will not be considered investment advice or a recommendation
to enter into this Swap Transaction. No communication (written or oral) received
from the other party will be deemed to be an assurance or guarantee as to the
expected results of this Swap 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 this Swap Transaction. It is also capable of assuming, and assumes, the risks
of this Swap Transaction.




(iii) Status of Parties. The other party is not acting as a fiduciary for or
an adviser to it in respect
of this Swap Transaction.






(b) Customer Identification: To help the government fight the funding of terrorism and
money-laundering activities, federal law requires SunTrust to obtain, verify, and record
certain identifying information about its customers. The Counterparty will need to provide
to SunTrust its legal name, physical address, date of birth, if applicable, and other
identifying information, including identifying documents, to assist in this verification
process.


3. Account Details




Payments to SunTrust Bank 




SunTrust Bank

ABA # 061000104

Account # BOND WIRE CLR, 9088000095


Attn: Financial Risk Management, Operations




 









 






Payments to Counterparty 




“Harris Trust and Savings Bank, Chicago”

Favor Of: Wright Express Corporation

Account # 453XXXX



Please confirm that the foregoing correctly sets forth the terms of the Swap Transaction by signing
this Confirmation and immediately returning all its pages via fax (without a cover sheet) to
404-926-5827 OR 404-9265826.




	 	 	 
	 

	 	Accepted and Confirmed as of date first written:
	 
	 	 
	SunTrust Bank

	 	Wright Express Corp.
	 	 	 
	By: /s/ Rafeek Ghafur	 	By: /s/ Steve Elder
	 
	 	 

	      Name: Rafeek Ghafur 

      Title:   Vice President	 	      Name: Steve Elder

      Title:   Treasurer