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.
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
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