FORM OF RIGHTS AGREEMENT dated as of between Wright Express Corporation and Wachovia Bank, National Asssociation Rights AgentRights Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
RIGHTS AGREEMENT, dated as of , 2005 (the “Agreement”), between Wright Express Corporation, a Delaware corporation (the “Company”), and Wachovia Bank, National Association., a national banking association (the “Rights Agent”).
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 AgentCredit 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:
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • Delaware
This Employment Agreement dated as of February , 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 Melissa Goodwin (the “Executive”).
FORM OF UNDERWRITING AGREEMENT WRIGHT EXPRESS CORPORATION Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
FORM OF TRANSITIONAL AGREEMENT among CENDANT CORPORATION, CENDANT OPERATIONS, INC. and WRIGHT EXPRESS CORPORATION Dated as of February , 2005Transitional Agreement • February 10th, 2005 • Wright Express CORP • Services-automotive repair, services & parking • New York
TRANSITIONAL AGREEMENT (this “Agreement”), dated as of February , 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.”
