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: 
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
10
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