EX-10.5 CONFIRMATION OF TRANSACTION BETWEEN FLEET NATIONAL BANK AND WRIGHT EXPRESS CORPORATION
EX-10.5 6 b54632w2exv10w5.txt EX-10.5 CONFIRMATION OF TRANSACTION BETWEEN FLEET NATIONAL BANK AND WRIGHT EXPRESS CORPORATION EXHIBIT 10.5 [BANK OF AMERICA LOGO] [FLEET LOGO] To: Wright Express Corporation 97 Darling Avenue South Portland ME 04106 2301 USA Attn: Melissa Goodwin Telephone: 207 ###-###-#### Fax: 207 ###-###-#### cc: Coleen Laprise Telephone: 207 ###-###-#### Fax: 207 ###-###-#### From: Fleet National Bank Department: Swaps Operations Telephone: (+1 ###-###-#### Fax: (4-1 ###-###-#### Date: 21st April 2005 Our Reference No: 4231865 Reference Name: Puneet Kakar Internal Tracking No: 13664665 Dear Sir/Madam, The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Wright Express Corporation and Fleet National Bank (each a "party" and together "the parries") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below (the "Agreement"). The definitions and provisions contained in the 2000 ISDA 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 part of, and is subject to, the ISDA Master Agreement dated as of 20th April 2005, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In this Confirmation "Party A" means Fleet National Bank and "Party B" means Wright Express Corporation. 1 GENERAL TERMS: The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: As per Schedule A attached hereto. Trade Date: 20th April 2005 Effective Date: 22nd April 2005 Termination Date: 22nd April 2007, subject to adjustment in accordance with the Modified Following Business Day Convention FIXED AMOUNTS: Fixed Rate Payer: Party B Fixed Rate Payer Payment Dates: The 22nd of each Month, commencing on 22nd May 2005 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Rate: 3.85700 percent Fixed Rate Day Count Fraction: Actual/360 FLOATING AMOUNTS: Floating Rate Payer: Party A Floating Rate Payer Payment Dates: The 22nd of each Month, commencing on 22nd May 2005 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Floating Rate for initial Calculation Period: to be determined Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 1 Month Spread: None Floating Rate Day Count Fraction: Actual/360
2 Reset Dates: First day of each Calculation Period BUSINESS DAYS: New York and London CALCULATION AGENT: Party A
RECORDING OF CONVERSATIONS: Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction. ACCOUNT DETAILS: Account for payments to Party A: USD Pay to: Bank of America NA New York ABA#: ATTN: BOFAUS3N For Account of : Bank of America NA Charlotte Account Number : ATTN: BOFAUS6SGDS REF: Fleet Bank Account for payments to Party B: USD As advised under separate cover
OFFICES: The Office of Party A for this Transaction is: Charlotte - NC, United States Please send reset notices to fax no. (+1 312) 234 3603 The Office of Party B for this Transaction is: South Portland - ME, United States
3 Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations (fax no.(+l 312) 234 3603). Accepted and confirmed as of the date first written: Fleet National Bank Wright Express Corporation /s/ [ILLEGIBLE] /s/ Dave Walker - --------------------- Dave Walker Senior Vice President Authorised Signatory By: Name: Title: Our Reference Number: 4231865 Internal Tracking No: 13664665 SCHEDULE A CALCULATION PERIOD SCHEDULED TO COMMENCE ON: NOTIONAL AMOUNT 22nd April 2005 USD 70,000,000.00 22nd May 2005 USD 70,000,000.00 22nd June 2005 USD 70,000,000.00 22nd July 2005 USD 70,000,000.00 22nd August 2005 USD 70,000,000.00 22nd September 2005 USD 70,000,000.00 22nd October 2005 USD 60,000,000.00 22nd November 2005 USD 60,000,000.00 22nd December 2005 USD 60,000,000.00 22nd January 2006 USD 60,000,000.00 22nd February 2006 USD 60,000,000.00 22nd March 2006 USD 60,000,000.00 22nd April 2006 USD 50,000,000.00 4 22nd May 2006 USD 50,000,000.00 22nd June 2006 USD 50,000,000.00 22nd July 2006 USD 50,000,000.00 22nd August 2006 USD 50,000,000.00 22nd September 2006 USD 50,000,000.00 22nd October 2006 USD 40,000,000.00 22nd November 2006 USD 40,000,000.00 22nd December 2006 USD 40,000,000.00 22nd January 2007 USD 40,000,000.00 22nd February 2007 USD 40,000,000.00 22nd March 2007 USD 40,000,000.00 5
