exv10w4






Exhibit 10.4




EXECUTION COPY




AMENDMENT TO CREDIT AGREEMENT




     This Amendment to Credit Agreement, dated as of June 26, 2009 (this “Amendment”), is
delivered in connection with that certain Credit Agreement, dated as of May 22, 2007 (as amended
from time to time, the “Credit Agreement”), among WRIGHT EXPRESS CORPORATION, a Delaware
corporation (the “Borrower”), each lender from time to time party thereto (collectively,
the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (in its capacity as administrative agent,
the “Administrative Agent”). Capitalized terms not defined herein shall have the meanings
given to such terms in the Credit Agreement.



RECITALS




     WHEREAS, the Borrower, the Lenders, the Administrative Agent and each of the other parties
thereto are parties to the Credit Agreement; and



     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the
Credit Agreement to allow the Borrower to make certain payments under the Tax Receivable Agreement;
and



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to allow
certain payments relating to the Tax Receivable Agreement, and the Lenders are willing to amend the
Credit Agreement on the terms, and subject to the conditions, set forth herein;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


Section 1. Amendments. The Credit Agreement is hereby amended as follows:




     (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following
defined term in appropriate alphabetical order:




     “Permitted Tax Receivable Agreement Prepayment” means any prepayment made under
the Tax Receivable Agreement; provided, that (a) such prepayment is made at a
discount to the present value of all or a portion of the Borrower’s remaining obligations
under the Tax Receivable Agreement, calculated in a manner reasonably satisfactory to the
Administrative Agent, (b) such prepayment satisfies in full all or the applicable portion of
the Borrower’s remaining obligations under the Tax Receivable Agreement, other than
contingent indemnification obligations under the Tax Receivable Agreement for which no claim
has been asserted, (c) such prepayment is made on or before September 30, 2009, (d) the
terms and conditions of such prepayment are otherwise reasonably satisfactory to the
Administrative Agent, and (e) both before and after giving effect to such prepayment, no
Event of Default shall have occurred and be continuing, including, on a Pro Forma Basis,
under Section 7.11.



     (b) Section 2.09(b) of the Credit Agreement is hereby amended by adding the following
clause (iii) after clause (ii) thereof:




     “(iii) The Borrower shall pay to each Lender executing the Amendment to Credit
Agreement, dated as of June 26, 2009, a fee equal to 0.25% of such Lender’s Commitment on
such date. A portion of such fee equal to 0.05% of each Lender’s Commitment shall be due
and



 









 







payable on the effective date of such amendment, and the balance of such fee shall be
payable on the first date on which the Borrower makes a Permitted Tax Receivable Agreement
Prepayment. Such fees shall be fully earned when due and shall not be refundable for any
reason whatsoever.”



     (c) Section 7.14 of the Credit Agreement is hereby amended (i) by inserting the
following text immediately after the word “Lenders” in clause (i) thereof:




“(and for the avoidance of doubt, agreements effecting Permitted Tax Receivable
Agreement Prepayments that have been approved by the Administrative Agent, acting
reasonably, are not materially disadvantageous to the Lenders)”


and (ii) by inserting the following text immediately after the word “Agreement” at the end of
clause (ii) thereof:





     “, other than Permitted Tax Receivable Agreement Prepayments”


Section 2. Representations and Warranties. The Borrower represents and warrants as follows:




     (a) Before and after giving effect to this Amendment, all representations and warranties of
the Loan Parties set forth in the Loan Documents are true and correct in all material respects on
and as of the date hereof as if made on such date (except to the extent that such representations
and warranties expressly relate to an earlier date).



     (b) After giving effect to this Amendment, the Loan Parties are in compliance with all of the
terms and provisions set forth in the Loan Documents on their part to be observed or performed
thereunder.



     (c) Both before and after giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing.



     (d) Both before and after Borrower makes any Permitted Tax Receivable Agreement Prepayment, no
Default or Event of Default shall have occurred and be continuing.


Section 3. Conditions. The effectiveness of this Amendment is conditioned upon the
satisfaction of each of the following conditions precedent:




     (a) Execution of Amendment. The Administrative Agent shall have received from each of
the Borrower, the Administrative Agent and the Required Lenders either (i) a counterpart of this
Amendment signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Amendment.



     (b) Corporate Matters. Appropriate corporate resolutions, if necessary, and such
other certificates, instruments and documents as the Administrative Agent may reasonably request
for the purpose of implementing or effectuating the provisions of the Credit Agreement, as hereby
amended, or this Amendment.



     (c) Fee. The Borrower shall have paid to the Lenders entitled to the same the fee due
on the effective date hereof under Section 2.09(b)(iii) of the Credit Agreement, as amended
hereby and to Bank
of America the fees payable on the date hereof pursuant to the separate agreement between the
Borrower and Bank of America.



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     (d) Other Documents. The Administrative Agent shall have received such other
documents and instruments as the Administrative Agent may reasonably require.



     Section 4. General.



     (a) Except to the extent specifically amended, consented or waived hereby, the Credit
Agreement, the Loan Documents and all related documents shall remain in full force and effect.
Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan
Documents or such other documents (whether directly or by incorporation into other defined terms),
such terms or sections shall be deemed to refer to those terms or sections as amended by this
Amendment.



     (b) This Amendment may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, but all counterparts shall together constitute one
instrument.



     (c) This Amendment shall be governed by the laws of the State of New York and shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.



     (d) The Credit Parties agree to pay all reasonable expenses, including reasonable legal fees
and disbursements incurred by the Administrative Agent in connection with this Amendment and the
transactions contemplated hereby.



     (e) This Amendment shall be considered a Loan Document for all purposes.



[Signature Pages Follow.]





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     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	WRIGHT EXPRESS CORPORATION

 	 
	 	By:  	/s/ Melissa D. Smith
 	 
	 	 	Name:  	Melissa D. Smith 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Anne M. Zeschke
 	 
	 	 	Name:  	Anne M. Zeschke 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/ Jane A. Parker
 	 
	 	 	Name:  	Jane A. Parker 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Timothy O’Leary
 	 
	 	 	Name:  	Timothy O’Leary 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Neil C. Buitenhuys
 	 
	 	 	Name:  	Neil C. Buitenhuys 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC., as a Lender

 	 
	 	By:  	/s/ Catherine Grycz
 	 
	 	 	Name:  	Catherine Grycz 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	TD BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Charles A. Walker
 	 
	 	 	Name:  	Charles A. Walker 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Lender

 	 
	 	By:  	/s/ David M. Crane
 	 
	 	 	Name:  	David M. Crane 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	MERRILL LYNCH BANK USA, as a Lender

 	 
	 	By:  	/s/ David Millet
 	 
	 	 	Name:  	David Millett 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	RBS CITIZENS, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Daryl J, Wentworth
 	 
	 	 	Name:  	Daryl J. Wentworth 	 
	 	 	Title:  	Senior Vice President 	 
	 




Signature Page to Amendment to Credit Agreement


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF TOKYO MITSUBISHI UFJ TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Richard Adler
 	 
	 	 	Name:  	Richard Adler 	 
	 	 	Title:  	Vice President and Manager 	 
	 



Signature Page to Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Karen H. McClain
 	 
	 	 	Name:  	Karen H. McClain 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment to Credit Agreement