Merchant Agreement Check List

Transcription

1 Merchant Agreement Check List Ownership Change Effective date or New Location Open date Pages 1-9 Signed/Initialed, Dated and Forms filled out* ACH Form Completed, Signed and Dated* W-9 Form Completed and Signed* Merchant Manager Agreement (Optional) Last two pages signed, dated and completed *Required information

2 LIST OF LOCATIONS To be incorporated into the TCH Merchant Agreement Ownership Change Location ID Ownership Change Location ID Location Name Location Name Interstate, Highway and/or Exit Location Interstate, Highway and/or Exit Location City State Zip City State Zip Mailing Address Mailing Address City State Zip City State Zip Telphone Fax Telphone Fax Contact Name Contact Name Amenities Key: x=on site n=nearby Amenities Key: x=on site n=nearby Parking Driver Service Truck Service Parking Driver Services Truck Services Paved Lounge Laundry Wash Paved Lounge Laundry Wash Overnight Restaurant ATM DSL 1 Overnight Restaurant ATM DSL 1 Lighted Deli Scales Unleaded Lighted Deli Scales Unleaded 24 Hours C-Store Lube/Oil Red Dye 24 Hours C-Store Lube/Oil Red Dye Showers Motel Repairs ULSD Showers Motel Repairs ULSD Ownership Change Location ID Ownership Change Location ID Location Name Location Name Interstate, Highway and/or Exit Location Interstate, Highway and/or Exit Location City State Zip City State Zip Mailing Address Mailing Address City State Zip City State Zip Telphone Fax Telphone Fax Contact Name Contact Name Amenities Key: x=on site n=nearby Amenities Key: x=on site n=nearby Parking Driver Service Truck Service Parking Driver Services Truck Services Paved Lounge Laundry Wash Paved Lounge Laundry Wash Overnight Restaurant ATM DSL 1 Overnight Restaurant ATM DSL 1 Lighted Deli Scales Unleaded Lighted Deli Scales Unleaded 24 Hours C-Store Lube/Oil Red Dye 24 Hours C-Store Lube/Oil Red Dye Showers Motel Repairs ULSD Showers Motel Repairs ULSD

3 TCH MERCHANT AGREEMENT THIS TCH MERCHANT AGREEMENT (hereinafter this Agreement ) is made between TCH LLC, a Utah Limited Liability Company, whose delivery and mailing address can be found on its corporate homepage under the Company Information section (described below) on the World Wide Web at (hereinafter TCH ) and the retail merchant whose name and address are set forth as items one and two, respectively, on Schedule I attached to this Agreement (hereinafter Merchant ). RECITALS: A. Merchant and its affiliates operate one or more motor fuel facilities at various locations throughout portions of the United States and/or Canada, both for themselves and others. B. Persons purchasing motor fuels or other products and services from Merchant s retail facilities (hereinafter individually referred to as Customer and collectively as Customers ) may do so based upon credit arrangements previously made between the Customer and one or more credit issuers (hereinafter individually referred to as Issuer and collectively as Issuers ) with the knowledge and consent of TCH. The Customer determines the identity of the Issuer who will issue credit for purchases made on TCH forms of identification. Each such purchase shall be subject to the credit terms and limitations agreed between the Customer and the Issuer issuing credit for the purchases. C. TCH is in the business of providing a program whereby Customers may purchase motor fuels and other goods and services from approved retail facilities using TCH s form of identification. TCH then provides transaction information to credit Issuers and to the Customers. If the Merchant is the Issuer of credit for the transaction, Merchant accepts responsibility for the collection of the product or service purchase amount from the Customer for the purchases made on TCH s form of identification. If a third party is the Issuer of credit on the transaction, TCH pays Merchant in accordance with the terms of this Agreement, the third party Issuer reimburses TCH and the third party Issuer is responsible for collection of the purchase amount from the Customer. D. TCH desires to engage the Merchant to accept TCH s form of identification from Customers who purchase goods or services from retail facilities that Merchant or its affiliates operate. E. TCH contracts with numerous merchants in providing the services described in this Agreement. Due to the volume of merchants, TCH provides notifications of modifications in transaction processing procedures and any other related to the operational aspects of this Agreement on the TCH Homepage online at under a section entitled Company Information (herein referred to as Company Information ). F. TCH AND MERCHANT ARE THE ONLY PARTIES TO THIS CONTRACT. THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES TO THIS CONTRACT. AGREEMENT: In consideration of the premises and the mutual covenants and obligations contained herein and for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree by and between themselves as follows: Initial Date 1

4 1. OBLIGATIONS OF MERCHANT: A. Subject to the terms and conditions hereinafter provided, Merchant and/or its affiliates shall accept TCH s form of identification in payment of goods and/or services sold from the retail facilities listed (hereinafter individually referred to as Merchant Facility and collectively as Merchant Facilities ) and as may be amended from time to time. B. Merchant shall charge persons desiring to purchase goods or services using a TCH form of identification the price agreed to between Merchant and the Customer for the applicable product or service, or if no agreement exists between the Merchant and Customer, then Merchant shall charge the Customer the lowest retail cash price then charged to the applicable class of trade by Merchant at the applicable facility for the goods or services purchased. C. Subject to the terms and conditions hereafter provided, Merchant shall deliver cash (hereinafter Cash Advance ) in such amount as the Customer shall request or TCH shall authorize, whichever amount is less, to persons bearing TCH s form of identification; provided, however, that any pre-existing policy of limits of Cash Advance amounts available to customers by Merchant shall remain in effect. D. In processing sales and/or Cash Advances to Customers, Merchant shall follow the procedures specified in the TCH Authorization Procedures Manual, as found in Company Information, and incorporated herein by this reference, and such other instructions and procedures as TCH shall provide to Merchant from time to time (hereinafter Authorization Procedures ). Non-fraudulent Cash Advances and purchases that are authorized by TCH in accordance with the Authorization Procedures shall hereinafter be referred to as Authorized Transactions. Merchant shall not process through TCH any transaction that TCH does not authorize. Merchant may refuse to accept any Authorized Transaction or revoke its prior acceptance thereof in any one or more of the following circumstances: I.The transaction was not made in compliance with all terms and conditions of this Agreement, as well as all applicable laws, rules or regulations; or II.Customer disputes his or her liability to Merchant, TCH or other issuer for any reason, including, but not limited to, those chargeback rights enumerated by law, this Agreement or any other agreement in effect from time to time; or III.The transaction was not a bona fide transaction directly between Merchant and Customer. Merchant shall not accept any transaction on behalf of any other person or persons, or any other business. If such refusal or revocation occurs, Merchant shall, in addition to any penalties and fees, immediately repay TCH the full amount credited by TCH to Merchant s account on the basis of such sales draft. E. Merchant shall keep a record of each sale and each Cash Advance made from a Merchant Facility for a minimum period of six (6) months. Merchant shall provide to TCH, at no cost to TCH, a copy of each transaction document requested by TCH within twenty-four (24) hours from the date of document request. F. Merchant shall display TCH s signs, emblems, decals and/or insignias notifying Customers that the applicable Merchant Facility will accept TCH s form of identification in payment of goods and services. Merchant shall post TCH signs, emblems, decals and/or insignias in such places as shall conform to Merchant s standards and policies. Merchant shall remove all TCH signs, emblems, decals and/or insignias from Merchant s facilities immediately upon termination of this Agreement. G. Merchant shall immediately upon the execution of this agreement provide to TCH the names, street addresses and phone numbers of all Merchant Facilities that are subject to this Agreement together with such other information needed for inclusion in TCH s directories. Initial Date 2

5 H. Merchant shall not knowingly assist or facilitate any person in any effort to defraud TCH. I. Upon termination of this Agreement, Merchant shall discontinue use of all software, equipment or other materials provided to Merchant by TCH, as described in the supplemental agreement entitled TCH Equipment Agreement as amended and then in effect. Merchant shall return all such software, equipment, or other materials to TCH at Merchant s sole expense, or Merchant shall pay TCH the replacement cost of such software, equipment or other materials. Payment by Merchant to TCH of the replacement cost of such software, equipment or other items shall not entitle Merchant to continue use of such unless otherwise provided herein. TCH shall have the right to withhold any sums TCH owes to Merchant until Merchant has fully complied with this paragraph(i), however, this does not affect any remedy available to TCH by law in recovering said equipment. J. Merchant shall not request, direct or encourage any person purchasing goods or services from Merchant s facilities utilizing a TCH form of identification to purchase the goods or services through a credit vehicle other than TCH, unless such credit vehicle is one in which Merchant holds a direct ownership interest therein. Merchant agrees to actively promote TCH credit services, except where prohibited from doing so by prior agreement with a third party. K. Merchant shall not charge Customer a service charge on any sale or Cash Advance made using a TCH form of identification. The term service charge includes any fees or additional amounts of money or other consideration that a cash purchasing customer would not be required to pay in the course of an ordinary sale. L. Merchant may not assign, encumber or otherwise transfer any right or interest in this Agreement to any other party without first obtaining the prior written consent of TCH. M. Merchant shall follow the transaction dispute process described in the TCH Authorization Procedures Manual in Company Information, and as amended from time to time, to resolve any disputes regarding Authorized Transactions. N. Merchant agrees to reimburse, indemnify, defend, and hold harmless TCH for, from, and against the following: (1) payments TCH makes to Merchant in error including but not limited to payments on fraudulent transactions, payments on unauthorized transactions and mistake payments, (2) claims, suits, or other proceedings of third parties arising from the act or omission of Merchant, its employees, contractors, and agents in connection with the operation of Merchant s business and that are not a direct result of the negligent or intentional misconduct of TCH, (3) Merchant s breach of any provision in this Agreement. (4) any return of goods, price adjustments or other dispute with or claim by a Customer (whether or not such Customer claim or demand is valid); (5) any chargeback that arises from the transactions that are subject to this Agreement; (6) the purchase, delivery, installation, acceptance, rejection, ownership, possession, use, operation, condition, liens against, or return of the equipment provided to Merchant by TCH; and (7) any voluntary or involuntary bankruptcy or insolvency petition or proceeding involving Merchant or any of its parent, subsidiary or affiliated entities. This indemnity shall survive the termination of this Agreement 2. OBLIGATIONS OF TCH: A. The parties hereto understand that any and all supplies, signs, emblems, decals, insignias, or other material containing any TCH identification thereon, hardware, mechanical devices, computer software and other material provided by TCH to Merchant shall be and remain the property of TCH and shall be returned to TCH at Merchant s expense upon termination of this agreement. B. TCH shall provide to Merchant at Merchant s expense all signs, emblems, decals, and insignias that Merchant desires to have posted in Merchant s Facilities. TCH hereby grants Merchant a license to display at Merchant s Facilities and to use in marketing and advertising materials in connection with services offered pursuant to this Agreement TCH s trademark and trade names provided that Merchant s use of TCH s trademarks and trade names shall be limited in accordance with restrictions described in the Trademark Restrictions section of Company Information and incorporated herein by this reference. Merchant shall discontinue use of all TCH trademarks and trade names immediately upon termination of this Agreement. Initial Date 3

6 C. In the event that Merchant makes a Cash Advance or sells goods or services to a Customer without following the Authorization Procedures required herein or without first receiving TCH s authorization (hereinafter called an Unauthorized Transaction ), TCH shall have no responsibility for payment of such Unauthorized Transaction to Merchant. D. TCH shall provide a 24 hour per day, seven day a week communication service with Merchant for the specific purpose of authorizing Cash Advances and purchases made on TCH s programs. E. TCH shall not knowingly assist or facilitate any person in any effort to defraud Merchant. 3. PAYMENT AGREEMENT: All currency exchange rates involving transactions conducted outside the United States shall be determined at the time of transaction authorization by TCH using the exchange rate posted for the currency being used as found under the Exchange Rate section o f Company Information. This rate and amount of each Authorized Transaction shall determine the Settlement Amount (described below). In order to obtain reimbursement for any Authorized Transaction, payment for transactions will be paid via ACH credit with a cutoff time of 12:00 am central time. The settle amount will consist of any transaction amount not previously paid minus the transaction fee, settlement fee and any discounts or marketing fees that Merchant has agreed to. Merchant shall follow precisely the ACH Settlement Procedures Manual (hereinafter Settlement Procedures ) as found in Company Information, and as amended and in effect, and such other procedures as TCH shall provide to Merchant from time to time. Commencing upon the Effective Date, and subject to Merchant s full compliance with the Settlement Procedures, TCH shall pay to Merchant the Settlement Amount if such amount exists. The Settlement Amount shall be the aggregate dollar amount of the Authorized Transactions made from each Merchant Facility, prior to the Settlement cutoff Time and which Authorized Transactions TCH has not previously paid to Merchant less the Transaction Fees. The Transaction Fees shall be equal to transaction fee listed in Schedule 2 for each Authorized Transaction made at a Merchant Facility prior to the Settlement Cutoff and which Authorized Transactions TCH has not previously paid to Merchant. Settlement Fee listed in Schedule 2 will be charged on each settlement paid to the Merchant. In the event that Merchant disagrees with the Settlement Amount, Merchant shall notify TCH of the discrepancy in writing by facsimile to TCH at the number designated in Company Information as Dispute Fax Number within 96 hours of the Settlement or Deposit. The parties shall make reasonable efforts to resolve all discrepancies in the Settlement Amount within 24 hours; and final payment of any unpaid disputed amount shall be included in the Settlement Amount upon the day following the day the dispute is settled. In the event the parties are unable to come to agreement on the Settlement Amount, the parties shall submit the issue to binding arbitration subject to judicial review without a jury. In the event the parties proceed to arbitration, the non-prevailing party shall pay the applicable fees and costs associated with such dispute resolution, including, but not limited to, attorneys fees and costs. Merchant also agrees that in the event the parties require judicial review, the nonprevailing party shall be responsible for all applicable fees and costs associated with such review, including attorneys fees. In no event shall TCH be responsible for payment of any amount to Merchant if TCH has paid such amount to another party due to fraud that was facilitated in any way by the failure of Merchant to inform TCH of a discrepancy in the Settlement Amount within the time period and by the means set forth in the first sentence of this paragraph. If at any time Merchant shall owe TCH any amount due to a mistake in payment, an effectuation of fraud of any type by Merchant or Merchant s agents or employees, or for any other reason whatsoever, TCH shall have the right to offset any or all of such amount or amounts from any amounts owed by TCH to Merchant In the event that a Customer or Issuer disputes a purchase amount that has been paid to Merchant, TCH shall have the right to deduct such purchase amount from a following Settlement Amount upon notification to Merchant of the dispute. Such amount shall be repaid to Merchant once Merchant substantiates the legitimacy of the purchase and the invalidity of the claim by Customer or Issuer. Initial Date 4

7 4. MISCELLANEOUS AGREEMENTS: A. The parties hereto agree to cooperate with each other in each effort to investigate and prosecute any fraud perpetrated against either TCH or Merchant in connection with the services offered or performed pursuant to this Agreement. B. TCH reserves all rights of assignability of any and all interests herein, whether through TCH s successors or assigns. C. To the extent that either party hereto obtains any information from the other party expressly designated as confidential or proprietary business information, the party receiving said information shall keep the information confidential and shall not use the information or disclose it except as necessary to perform this Agreement and as otherwise directed by the party claiming the right to confidentiality. This paragraph shall not apply to information that is (1) already in the public domain, (2) known or obtained by the other party not claiming confidentiality from some source other than the party claiming confidentiality or (3) used in any dispute resolution forum between the parties hereto, or (4) required to be disclosed by law or judicial mandate. D. In the event that either party to this Agreement shall prevail in an action to enforce or interpret the terms of this Agreement, the other party shall pay the reasonable attorney s fees and costs incurred by the prevailing party. E. This Agreement shall be construed and enforced in accordance with the laws of the State of Utah without regard to choice of law. The parties acknowledge that performance of this Agreement shall take place in Utah in that the transfer of funds pursuant hereto shall occur in Utah. Furthermore, the parties hereby agree to submit themselves to the jurisdiction of any court having jurisdiction over the State of Utah. F. No waiver of any breach of this Agreement shall be construed as a waiver of any subsequent or other breach of the same provision or any other provision of this Agreement. G. This Agreement and all schedules and information contained in Company Information referred to herein constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and shall supersede and replace all prior negotiations and agreements whether written or oral. The parties expressly acknowledge that this Agreement is intended to terminate and replace all prior written agreements between the parties. H. This Agreement shall be effective on the latest date appearing in the executory section of this contract. 1. The original term of this Agreement shall commence with TCH s acceptance hereof (as evidenced by the commencement of TCH s performance hereunder), and shall continue until either (i) terminated by Merchant by giving at least thirty (30) days notice of non-renewal to TCH, or (ii) terminated by TCH by giving notice to Merchant (such termination by TCH to be effective as of a date set forth in such notice or, if no such date is set forth, to be effective as of the date such notice is received by Merchant). 2. Upon termination of this Agreement, all amounts payable to TCH shall be due and payable in full without demand or notice of any kind (and Merchant expressly waives such notice). In connection with the termination of this Agreement, TCH shall notify Merchant of the estimated aggregate dollar amount of Merchant s chargebacks and other obligations and liabilities that TCH reasonably anticipates subsequent to termination, and Merchant shall immediately deposit such amount with TCH. 3. No remedy referred to herein is intended to be exclusive, but shall be cumulative and in addition to any of the remedies referred to above or otherwise available to TCH at law or in equity. The exercise of anyone remedy shall not be deemed to be an election of remedy or preclude the exercise of any other remedy. No failure on TCH s part to exercise or delay or forbearance in exercising any right or remedy shall operate as waiver thereof. The exercise of any remedy will not operate to release Merchant until the amount of all payments due and to become due hereunder have been paid in full. Initial Date 5

8 4. If this Agreement is terminated, TCH will be entitled to recover, and Merchant will pay on demand, any and all losses (including consequential damages and loss of profits, costs, expenses and liabilities) incurred by TCH in connection with termination. Merchant authorizes TCH to debit Merchant s account for said losses incurred by TCH in connection with termination. If the account does not have sufficient funds to pay for the losses, Merchant agrees to pay TCH immediately upon receipt of invoice therefore. I. This Agreement may be amended only by an instrument in writing duly signed by both parties hereto except that TCH reserves the right to update the TCH Authorization Procedures Manual, ACH Settlement Procedures Manual Exchange Rate, Trademark Restrictions, Dispute Fax Number, and TCH address and telephone numbers in Company Information. Such changes are effective when posted in Company Information on the World Wide Web without any further notice necessary to Merchant. J. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when delivered to the other party at the addresses designated for the parties in the first paragraph of this Agreement as follows: (1) by facsimile to the number designated for the party in items three and four of Schedule I of this Agreement, in which case, delivery will be deemed on the day transmitted; (2) by personal delivery, in which case, delivery shall be deemed on the day delivered; (3) by sending the notice by certified United States mail postage prepaid, in which case, delivery shall be deemed on the fourth day following deposit in the mail; (4) by Federal Express, DHL, Airborne, Express mail, United Postal Service or other similar overnight carrier where next-day delivery is receipted, in which case, delivery shall be deemed on the day following the date of delivery to the courier, provided the courier accepts the notice for next day delivery. Either party hereto may change then address for delivery of notice by giving written notice of the change to the other party as required herein. K. Time is of the essence with respect to the performance of this Agreement. L. In the event that any provision in this Agreement shall be construed by a court of competent jurisdiction to be unlawful or unenforceable and if the offending provision can be reformed to effect the clear intention of the parties as expressed herein, then, the offending provision shall be so reformed, and the remainder of this Agreement shall remain in full force and effect as written. If the offending provision cannot be reformed to affect the clear intention of the parties hereto, then, this Agreement shall be deemed to be reformed to exist as now written but without the offending provision. M. The undersigned hereby certifies that he/she has been duly authorized to execute this Agreement for Merchant and that acceptance of this Agreement by TCH, the Merchant is bound to perform this Agreement in strict conformity with the terms and conditions hereof Schedule I attached hereto and the information contained in Company Information are incorporated herein by this reference as a part of this Agreement. Schedule 2 attached hereto and the information contained Fees are incorporated herein by this reference as a part of this Agreement. Initial Date 6

9 IN WITNESS WHEREOF, this Agreement is executed and made effective on the latest date appearing below the respective signatures. THIS AGREEMENT IS NOT BINDING UNLESS SIGNED BY AN EXECUTIVE MANAGER OF OPERATIONS FOR TCH LLC. TCH LLC By Print Name Position Date Merchant Name By Print Name Position Date TCH LLC 1104 Country Hills Drive, Suite 600 Ogden, Utah Toll Free (888) Fax (801) Initial Date 7

10 Name of Merchant SCHEDULE 1. Physical Address of Merchant Mailing Address of Merchant Merchant Facsimile Number: (Complete fully or write none if none.) Merchant s Corporate Office Telephone Number: LIST OF LOCATIONS Please list all of the locations to be included in this Agreement. Location Name Interstate, Highway and/or Exit Location City State Initial Date 8

11 SCHEDULE 2 - FEES. TCH Merchant Fees Name of Merchant The following schedule of fees will apply to your Merchant Agreement with TCH: TCH Merchant Fees Type of Transaction Funded Automated Transactions 1.95% IVR / Verifone Transactions 2.05% Manual Transactions 2.55% Settlement Fee ACH Daily settlement Net three days $1.00 TCH Check Fee $1.00 Verifone (Optional) Veriphone Purchase $ Verifone $35.00/Month Initial Date 9

12 AUTOMATED CLEARING HOUSE ACTION FORM (Direct Deposit Form) Please fill out and return via fax or this ACH Form to TCH. Any questions regarding the ACH Form and electronic payments may also be addressed to her. Funds will be deposited the next business day after notification of transfer. Please include VOIDED check. ADDITION CHANGE DELETION Vendor Information: US Vendor Canadian Vendor Company Name Vendor Number TCH A/P vendor 6 digit Identifier Remit Address Vendor ACH Contact Telephone Number Fax Number Address Preferred Method for Receiving Remittance Advices Fax (executes best by ) Bank Information: Bank Name Bank ABA # (Routing) Must be 9 digits Bank Account # Account Name Account in which vendor will receive funds If different from company name Savings Account? Yes No / Account Currency USD CAD Bank Address Bank City, State, and Zip Code Bank Phone Number Bank ACH Contact Vendor Signature: Requestor s Signature/Date (TCH Use Only) FORM MUST BE SIGNED BY REQUESTOR AND APPROVED BY DEPT. MANAGER & CONTROLLER TCH DEPT MGR APPROVAL/DATE TCH CONTROLLER APPROVAL/ DATE PLEASE NOTE In the event of ACH failure after testing and setup on the TCH side, payments to this vendor will default to USCK (check). It is the responsibility of the requesting department to designate an individual to monitor each ACH payment to determine successful completion and to promptly report any changes to the account, errors, and concerns to the A/P Department Manager or Assistant Manager. Failure to notify the A/P Department of changes regarding the account or routing number will result in a $25 fee to the vendor. Payments to this vendor will continue to be made via ACH until such time as a change/delete request is received by A/P. For Internal Use Only: EFT 1 / AP133 A / TCH US= TAB232/ TCH CAN= TCHRBCCN/ CAN S NOT TCH= RBC102/ AP620/ AP381 A / CHK ROUTING/ACCOUNT # / 820 CANADIAN/ MIS REQUEST FOR CANADIAN

13 Form W-9 (Rev. January 2011) Department of the Treasury Internal Revenue Service Name (as shown on your income tax return) Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification (required): Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Exempt payee Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Other (see instructions) Address (number, street, and apt. or suite no.) Requester s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here Signature of U.S. person General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners share of effectively connected income. Date Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section ). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat. No X Form W-9 (Rev )

14 Form W-9 (Rev ) Page 2 The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: The U.S. owner of a disregarded entity and not the entity, The U.S. grantor or other owner of a grantor trust and not the trust, and The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called backup withholding. Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules for partnerships on page 1. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the Name line. You may enter your business, trade, or doing business as (DBA) name on the Business name/disregarded entity name line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the Name line and any business, trade, or doing business as (DBA) name on the Business name/disregarded entity name line. Disregarded entity. Enter the owner's name on the Name line. The name of the entity entered on the Name line should never be a disregarded entity. The name on the Name line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the Name line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the Business name/disregarded entity name line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8. Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the Name line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person identified on the Name line is an LLC, check the Limited liability company box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter P for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter C for C corporation or S for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the Name line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the Name line.

15 Form W-9 (Rev ) Page 3 Other entities. Enter your business name as shown on required federal tax documents on the Name line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the Business name/ disregarded entity name line. Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the Exempt payee box in the line following the Business name/ disregarded entity name, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15. IF the payment is for... Interest and dividend payments THEN the payment is exempt for... All exempt payees except for 9 Broker transactions Exempt payees 1 through 5 and 7 through 13. Also, C corporations. Barter exchange transactions and patronage dividends Payments over $600 required to be reported and direct sales over $5,000 1 Exempt payees 1 through 5 Generally, exempt payees 1 through 7 2 Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner s SSN (or EIN, if the owner has one). Do not enter the disregarded entity s EIN. If the LLC is classified as a corporation or partnership, enter the entity s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at You may also get this form by calling Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling TAX-FORM ( ). If you are asked to complete Form W-9 but do not have a TIN, write Applied For in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering Applied For means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the Name line must sign. Exempt payees, see Exempt Payee on page 3. Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

16 Form W-9 (Rev ) Page 4 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. Other payments include payments made in the course of the requester s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or, account) if combined funds, the first individual on the account 1 3. Custodian account of a minor The minor 2 (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor-trustee 1 trust (grantor is also trustee) b. So-called trust account that is The actual owner 1 not a legal or valid trust under state law 5. Sole proprietorship or disregarded The owner 3 entity owned by an individual 6. Grantor trust filing under Optional The grantor* Form 1099 Filing Method 1 (see Regulation section (b)(2)(i)(A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner individual 8. A valid trust, estate, or pension trust Legal entity 4 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form Association, club, religious, The organization charitable, educational, or other tax-exempt organization 11. Partnership or multi-member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section (b)(2)(i)(B)) Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: Protect your SSN, Ensure your employer is protecting your SSN, and Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at or submit Form For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at or TTY/TDD Protect yourself from suspicious s or phishing schemes. Phishing is the creation and use of and websites designed to mimic legitimate business s and websites. The most common act is sending an to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via s. Also, the IRS does not request personal detailed information through or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at You can forward suspicious s to the Federal Trade Commission at: spam@uce.gov or contact them at or IDTHEFT ( ). Visit IRS.gov to learn more about identity theft and how to reduce your risk. 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person s number must be furnished. 2 Circle the minor s name and furnish the minor s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the Business name/disregarded entity name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. *Note. Grantor also must provide a Form W-9 to trustee of trust. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

17 TCH Merchant Manager Agreement This Merchant Manager Agreement (hereinafter this Agreement ) is made between TCH, Inc., a Utah corporation, whose address is 1104 Country Hills Drive, Suite 600; Ogden, Utah 84403, (hereinafter TCH ) and the Merchant, whose name and address are set forth as items one and two, respectively, on Schedule I attached to this Agreement (hereinafter Merchant ). TCH AND MERCHANT ARE THE ONLY PARTIES TO THIS CONTRACT. THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES TO THIS CONTRACT. AGREEMENT: In consideration of the premises and the mutual covenants and obligations contained herein and for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree by and between themselves as follows: A. Merchant and its affiliates operate one or more motor fuel facilities at various locations that accept the TCH forms of identification as payment for goods and services. Merchant and TCH have previously agreed to and accepted the terms and conditions of the Merchant Agreement, into which this Addendum is hereby incorporated. The parties agree that all terms and conditions of the Merchant Agreement shall continue to apply unless superseded by this Addendum. B. When Merchant uses or accesses, or permits any other person(s) or entity to use or access Merchant Manager, Merchant agrees to the terms and conditions of this Agreement. TCH provides notifications of modifications in Merchant Manager Agreement and any other related to the operational aspects of this Agreement on the TCH Homepage online at under a section entitled Company Information (herein referred to as Company Information ). If Merchant finds the Agreement unacceptable at any time, Merchant should discontinue use of Merchant Manager. Use of Merchant Manager after TCH has made such changes available will be considered agreement to the change. C. Merchant and its affiliates operate one or more motor fuel facilities at various locations that accept the TCH forms of identification as payment for goods and services. Merchant and TCH have previously agreed to and accepted the terms and conditions of the Merchant Agreement, into which this Addendum is hereby incorporated. The parties agree that all terms and conditions of the Merchant Agreement shall continue to apply unless superseded by this Addendum. D. Merchant Manager is an online program offering a variety of content, products and services. TCH grants to Merchant, for Merchants personal or internal business purposes only, a nonexclusive, limited and revocable right to access and use Merchant Manager. Merchant agree not to use Merchant Manager for any other purpose, including commercial purposes, such as co-branding, framing linking, or reselling any portion of Merchant Manager without our prior written consent. E. Merchant is responsible for obtaining, installing, maintaining and operating all equipment necessary for access Merchant Manager, in accordance with such requirements as may be (i) provided by the equipment manufacturers and (ii) any other documentation TCH will provide to Merchant in connection with Merchants accounts and services. Merchant agree to utilize a reputable antivirus software program on equipment and that Merchant will update such antivirus software periodically in accordance with a commercially reasonable schedule. TCH is not responsible for any errors or problems that arise from the malfunction or failure of Merchants equipment. F. Merchant is additionally responsible for obtaining Internet services via the Internet service provider of choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. Merchant acknowledges that there are certain security, corruption, transmission error, and

18 access availability risks associated with using open networks such as the Internet and Merchant hereby expressly assumes such risks (to the extent the law allows Merchant to do so) G. TCH may, at its option, change the parameters for the password used to access Merchant Manager ( Password ) without prior notice to Merchant, and if TCH does so, Merchant will be required to change password the next access to Merchant Manager. To prevent unauthorized access to accounts and to prevent unauthorized use of Merchant Manager, Merchant agree to protect and keep confidential User ID, Password, or other means of accessing accounts via Merchant Manager. If Merchant discloses User IDs and/or Passwords to any person(s) or entity, Merchant assumes all risks and losses associated with such disclosure. If Merchant permits any other person(s) or entity to use Merchant Manager or to access or use User IDs and/or Passwords, Merchant is responsible for any transactions and activities performed from Merchants User Id. If Merchant believes someone may attempt to use or has used Merchant Manager without permission, or that any other unauthorized use or security breach has occurred, Merchant agree to immediately notify TCH at H. TCH may, from time to time, introduce new features to Merchant Manager or modify or delete existing features at its sole discretion. TCH shall notify Merchant of any of these changes to features if TCH is legally required to do so. By using any new or modified features when they become available, Merchant agree to be bound by the rules concerning these features. I. Access to Merchant Manager will be $30.00 per month. The fee for Merchant Manager will be deducted from Merchant s settlement. TCH reserves the right from time to time to add or modify charges and will notify Merchant via Company Information. J. TCH may terminate or suspend this Agreement, or terminate, suspend or limit access privileges to Merchant Manager, in whole or part, at any time for any reason without prior notice. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. PRICING A. Merchant authorizes TCH to re-price all purchases made by Customers at corresponding location in which Merchant has set up via Manage Deals option in Merchant Manager. Such transactions will be re-priced by according to the method indicated in Manage Deals. Merchant accepts the responsibility to understand the mechanics of the pricing method(s) indicated in Manage Deals for that customer. B. The transaction will be re-priced at the time of authorization. C. The transaction information and detail will be delivered to the customer at the re-priced amounts. D. TCH shall pay Merchant the re-priced amounts less the ordinary fees according to the existing settlement procedures. E. In the event that the Merchant wishes to change the terms of the pricing arrangement administered by TCH pursuant to this agreement, Merchant shall adjust or cancel all pricing arrangements via Manage Deals. MISCELLANEOUS AGREEMENTS: A. To the extent that either party hereto obtains any information from the other party expressly designated as confidential or proprietary business information, or which should reasonably be deemed to be confidential information, the party receiving said information shall keep the information confidential and shall not use or disclose it except as necessary to perform this Agreement and as otherwise directed by the party claiming the right to confidentiality. This paragraph shall not apply to information that is: (1) already in the public domain, (2) known or obtained by the other party not claiming confidentiality from some source other than the party claiming confidentiality or (3) used in any dispute resolution forum between the parties hereto, or (4) required to be disclosed by law or judicial mandate. B. All references to money in this agreement are deemed to be lawful money of the United States.

19 C. Merchant is responsible to Cardholders for (and TCH has no responsibility for) the nature, quality, quantity and merchantability of the motor fuels, and other products or services which Merchant or its agents or contractors provide to Cardholders. Merchant will deal directly with each Cardholder with respect to any claim, complaint or adjustment regarding such products or services which constitutes a Charge, and will deal with Cardholders reasonably and courteously in resolving or attempting to resolve such claims, complaints or adjustments. D. In addition to any obligations of Merchant contained in Section 1(n) in the Merchant Agreement, Merchant hereby agrees to indemnify and save TCH and its Affiliates harmless on an after-tax basis from and against, and agrees to pay, any and all losses, damages, claims, liabilities, penalties, costs and expenses, including without limitation, fees and disbursements of counsel, arising out of the sale, use or quality of any fuels, products or services provided or made available by Merchant to Cardholders. E. No waiver of any breach of this Agreement or the Merchant Agreement shall be construed as a waiver of any subsequent or other breach of the same provision or any other provision of this Addendum or the Merchant Agreement. F. This Agreement and the Merchant Agreement, and all schedules and exhibits attached to or referred to herein and therein, constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and shall supersede and replace all prior negotiations and agreements whether written or oral. G. This Agreement may be terminated by either party at any time upon thirty (30) days prior written notice; provided, however, that if either party shall fail to pay the other party any sum when due, the party to whom such sum is owed may immediately terminate this Agreement without notice and refuse to process any further transactions. H. This Agreement may be amended only by an instrument in writing duly signed by both parties hereto. I. Notwithstanding the provision of Section (G) above regarding termination of this Addendum and/or the Merchant Agreement, either party may immediately terminate this Agreement in the event of insolvency, receivership or voluntary or involuntary bankruptcy of the other party, or in the event of an assignment for the benefit of such other party s creditors, or in the event that a substantial part of such other party s property is or becomes subject to any levy, seizure, lien, assignment or sale for or by any creditor or government agency without being released or satisfied within thirty (30) days thereafter. J. Notices given pursuant to this Agreement shall be given in conformance with the terms and conditions of the Merchant Agreement.. Schedule I attached hereto is incorporated herein by this reference as a part of this Addendum. IN WITNESS WHEREOF, this Addendum is executed and made effective on the latest date appearing below the respective signatures. TCH LLC: By Print Name Position Date Merchant: By Print Name Position Date

20 Merchant Manager Agreement - Schedule I 1. Name of Merchant 2. Address 3. Address of Merchant: List of locations to be included in Agreement: TCH LOCATION ID NAME CITY STATE