Wright Express CORP Sample Contracts

TRANSACTION
Letter Agreement • April 27th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
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ISDA(R)
Master Agreement • April 27th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
RIGHTS AGREEMENT dated as of February 16, 2005 between Wright Express Corporation and Wachovia Bank, National Association Rights Agent
Rights Agreement • March 1st, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York

RIGHTS AGREEMENT, dated as of February 16, 2005 (the “Agreement”), between Wright Express Corporation, a Delaware corporation (the “Company”), and Wachovia Bank, National Association, a national banking association (the “Rights Agent”).

SECTION I EMPLOYMENT
Employment Agreement • November 20th, 2006 • Wright Express CORP • Services-automotive repair, services & parking • Maine
FORM OF CREDIT AGREEMENT dated as of February [ ], 2005 among WRIGHT EXPRESS CORPORATION, as Borrower, THE LENDERS PARTY HERETO, CITICORP NORTH AMERICA, INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Credit Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York

CREDIT AGREEMENT dated as of February [ ], 2005 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as syndication agent, and JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto agree as follows:

WEX INC., THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of January 30, 2013
Indenture • February 1st, 2013 • WEX Inc. • Services-business services, nec • New York

INDENTURE, dated as of January 30, 2013, among WEX Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 30th, 2014 • WEX Inc. • Services-business services, nec • New York
GUARANTY
Guaranty • May 29th, 2007 • Wright Express CORP • Services-automotive repair, services & parking • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 18, 2013 Among WEX INC. and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL...
Credit Agreement • March 1st, 2013 • WEX Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 18, 2013, among WEX INC., a Delaware corporation (the “Company”), the Designated Borrowers (as defined herein and, together with the Company, collectively the “Borrowers” and, each a “Borrower”), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), SUNTRUST ROBINSON HUMPHREY, INC. and WELLS FARGO SECURITIES, LLC, as joint lead arrangers and joint book managers (collectively, the “Joint Lead Arrangers”), SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents (collectively, the “Syndication Agents”) and RBS CITIZENS, N.A., KEYBANK NATIONAL ASSOCIATION and BANK OF MONTREAL, as co-documentation agents (collectively, the “Documentati

CREDIT AGREEMENT dated as of February 22, 2005 among WRIGHT EXPRESS CORPORATION, as Borrower, THE LENDERS PARTY HERETO, CREDIT SUISSE FIRST BOSTON, MERRILL LYNCH CAPITAL CORPORATION and SUNTRUST BANK, as Co-Documentation Agents, CITICORP NORTH...
Credit Agreement • March 1st, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York

CREDIT AGREEMENT dated as of February 22, 2005 (as amended, restated, supplemented or otherwise modified, this “Agreement”), among WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto (the “Lenders”), CREDIT SUISSE FIRST BOSTON, MERRILL LYNCH CAPITAL CORPORATION and SUNTRUST BANK, as co-documentation agents, CITICORP NORTH AMERICA, INC., as syndication agent, and JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto agree as follows:

CREDIT AGREEMENT Dated as of May 23, 2011 Among WRIGHT EXPRESS CORPORATION and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH,...
Credit Agreement • May 26th, 2011 • Wright Express CORP • Services-business services, nec • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 23, 2011 among WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), the Designated Borrowers (as defined herein and, together with the Company, collectively the “Borrowers” and, each a “Borrower”), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), RBS CITIZENS, NATIONAL ASSOCIATION, SUNTRUST ROBINSON HUMPHREY, INC. and WELLS FARGO SECURITIES, LLC, as joint lead arrangers and joint book managers (collectively, the “Joint Lead Arrangers”), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RBS CITIZENS, NATIONAL ASSOCIATION, SUNTRUST ROBINSON HUMPHREY, INC. and WELLS FARGO BANK, N.A., as co-syndication agents (collectively, the “Syndication Agents”).

RESTATEMENT AGREEMENT
Credit Agreement • April 7th, 2021 • WEX Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 1, 2021 among WEX INC., a Delaware corporation (the “Company”), the Designated Borrowers (as defined herein and, together with the Company, collectively the “Borrowers” and, each a “Borrower”), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2010 • Wright Express CORP • Services-business services, nec • Maine

This Employment Agreement is made and entered into effective as of January 1, 2009 (“Effective Date”) between Wright Express Corporation (“WEX”), a Delaware corporation headquartered in South Portland, Maine and [________] (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2005 • Wright Express CORP • Services-automotive repair, services & parking • Maine

This Employment Agreement dated as of February 1, 2005, but effective as of and contingent upon the closing of the initial public offering by Cendant Corporation of all of the common stock of Wright Express Corporation during the first quarter of 2005 (the “Transaction”), is hereby made by and among Cendant Corporation (“Cendant”), Wright Express Corporation (“WEX”) and Michael E. Dubyak (the “Executive”).

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 25th, 2024 • WEX Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 1, 2021 among WEX INC., a Delaware corporation (the “Company”), the Designated Borrowers (as defined herein and, together with the Company, collectively the “Borrowers” and, each a “Borrower”), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Contract
Restricted Stock Unit Award Agreement • April 27th, 2023 • WEX Inc. • Services-business services, nec • Delaware
Contract
Grant Restricted Stock Unit Award Agreement • April 27th, 2023 • WEX Inc. • Services-business services, nec • Delaware
TRANSITIONAL AGREEMENT among CENDANT CORPORATION, CENDANT OPERATIONS, INC. and WRIGHT EXPRESS CORPORATION Dated as of February 22, 2005
Transitional Agreement • March 1st, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York

TRANSITIONAL AGREEMENT (this “Agreement“), dated as of February 22, 2005 (the “Effective Date“), by and among Cendant Operations, Inc., a Delaware corporation (“Cendant Operations“), Cendant Corporation, a Delaware corporation (together with its Subsidiaries, “Cendant”) and Wright Express Corporation, a Delaware corporation (“Wright Express“). Each of Cendant Operations, Cendant and Wright Express is sometimes referred to herein as a “Party“ and collectively, as the “Parties.”

AMENDED AND RESTATED GUARANTY
Guaranty • October 30th, 2014 • WEX Inc. • Services-business services, nec • New York

THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of August 22, 2014, is between WEX Inc., a Delaware corporation (which changed its name from Wright Express Corporation by effecting a merger with a wholly-owned subsidiary formed for such purpose) (the “Company”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 29th, 2020 • WEX Inc. • Services-business services, nec • Delaware

THIS AWARD AGREEMENT (“Agreement”) is entered into by and between WEX Inc., a Delaware corporation (the “Company”), and the Grantee named on the attached Memorandum (the “Memorandum”), effective as of the Date of Grant set forth on such Memorandum, pursuant to the terms and conditions of the WEX Inc. 2019 Equity and Incentive Plan (the “Plan”).

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WRIGHT EXPRESS® CO-BRANDED BUSINESS CHARGE CARD & MARKETING AGREEMENT
Business Charge Card Agreement • February 14th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • Maine

THIS AGREEMENT (“Agreement”) is made and dated as of the last date set forth below and is by and between Wright Express LLC, a Delaware limited liability company with a principal place of business in South Portland, Maine (“WEX”), and PHH Vehicle Management Services, LLC a Delaware limited liability company with a place of business in Hunt Valley, Maryland (“Customer”).

FORM OF UNDERWRITING AGREEMENT WRIGHT EXPRESS CORPORATION Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
Contract
Restricted Stock Unit Agreement • April 30th, 2014 • WEX Inc. • Services-business services, nec • Delaware
Southern Cross WEX 2015-1 Trust - Guarantee and Indemnity
WEX Inc. • July 31st, 2015 • Services-business services, nec • New South Wales
SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 25th, 2019 • WEX Inc. • Services-business services, nec • New York

SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 19, 2019, by and among WEX INC., a Delaware corporation (the “Company”), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower (as defined in the Existing Credit Agreement referred to below), WEX CARD HOLDINGS AUSTRALIA PTY LTD. (the “Specified Designated Borrower” and, together with the Company and the Designated Borrower, the “Amendment Loan Parties”), BANK OF AMERICA, N.A., as the Administrative Agent (as defined in the Existing Credit Agreement referred to below), Swing Line Lender (as defined in the Existing Credit Agreement referred to below) and L/C Issuer (as defined in the Existing Credit Agreement referred to below) and BELL BANK, a North Dakota banking corporation, as the incremental revolving loan lender (the “Incremental Revolving Lender”).

WEX INC.
WEX Inc. • June 29th, 2020 • Services-business services, nec

You were previously granted an award on <<Grant Date>> (the “Grant Date”) of Performance-Based Restricted Stock Units (“PSUs”) under the terms of the WEX Inc. 2010 Equity and Incentive Plan (the “Plan”). The PSUs are sometimes collectively referred to as the “Award.” The PSUs are subject to vesting based upon attainment of performance goals and continued employment as set forth in the Agreement governing the Award (the “Agreement”), including Schedule 1 of the Agreement. Any terms used but not defined herein have the meaning given to such terms in the Agreement.

WRIGHT EXPRESS CORPORATION SEPARATION AGREEMENT
Separation Agreement • February 28th, 2007 • Wright Express CORP • Services-automotive repair, services & parking • Maine

Separation Agreement (the “Agreement”) dated as of December 6, 2006 (the “Effective Date”) between Wright Express Corporation, a Delaware corporation (“WEX”), and Katherine M. Greenleaf (the “Executive”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 14th, 2023 • WEX Inc. • Services-business services, nec • New York

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2023, by and among WEX INC., a Delaware corporation (the “Company”), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower (as defined in the Existing Credit Agreement referred to below), WEX CARD HOLDINGS AUSTRALIA PTY LTD. (the “Specified Designated Borrower” and, together with the Company and the Designated Borrower, the “Amendment Loan Parties”), the Lenders party hereto and BANK OF AMERICA, N.A., as the Administrative Agent (as defined in the Existing Credit Agreement referred to below).

TO: [Name] (the “Grantee”) FROM: Robert C. Cornett, SVP, Human Resources & Chief People Officer SUBJECT: Option Agreement DATE: [Date]
Nonstatutory Stock] Option Agreement • February 28th, 2011 • Wright Express CORP • Services-business services, nec • Delaware

You have been granted, pursuant [an incentive stock option/a nonstatutory stock option] (the “Option”) under the terms of the Wright Express Corporation 2010 Equity and Incentive Plan (the “Plan”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Option. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the Option granted to you. You should read the Prospectus carefully.

TO: [Name of Grantee] (the “Grantee”) FROM: Michael E. Dubyak, Chairman & CEO SUBJECT: 2010 Growth Grant — Restricted Stock Unit Agreement DATE: March 3, 2010
Restricted Stock Unit Award Agreement • April 30th, 2010 • Wright Express CORP • Services-business services, nec • Delaware

You have been granted, under the 2010 Growth Grant Long Term Incentive Program document attached as Exhibit B (“LTIP”), an award of Restricted Stock Units (“RSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and LTIP, which is established pursuant to the Plan (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan document and LTIP, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully.

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