Application Checklist


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Anheuser Busch Commercial Fleet Card

Application Checklist Section 1 - Distributor Information: Complete all sections. Note that the LEGAL Distributor name is required in this section; brand or abbreviated names cannot be accepted. Sections 2 & 3 - Charge Volumes: If you anticipate monthly charge volume of $25,000.00 OR LESS on the Fleet Card(s) complete Section 2 and sign in both Section 2 and Section 4. ALSO, submit a copy of a valid government issued photo id, (e.g., driver’s license) with the completed Application. Financial statements are not required. If you anticipate monthly charge volume of GREATER than $25,000.00 on the Fleet Card(s) read Section 3 and sign in Section 4. ALSO, submit financial statements according to the following table. MONTHLY CHARGE VOLUME

FINANCIAL STATEMENTS REQUIRED

YEARS

≤ $25,000.00 $25,000.01 - $250,000.00

YES YES

1 2

≥ $250,000.01

YES

3

The financial statements must be the Distributor’s most recent financial statements. If the most recent annual financial statements are more than five (5) months old, please provide the most recent interim financial statements as well. Financial statements must contain a Balance Sheet and an Income Statement/Profit and Loss and, if available, Statement of Cash Flows and Auditor’s Opinion. Section 4 - Authorization and Execution: Read carefully; all applicants must sign this section. Section 5 - Additional Distributor Information: Complete all sections. Section 6 - USA PATRIOT Act Notification: Read carefully. The Commercial Fleet Card Terms and Conditions (pages 4-10): Read carefully and retain for your records. If Distributor is fuel tax exempt, please provide a copy of your tax certificate. Complete the W-9 (page 12), so that U.S. Bank may pay any earned revenue share by ACH. Applications cannot be processed without completed W9s. Provide Documentation Verifying Distributor’s Proof of Existence. Before U.S. Bank can open an Account, it must verify the Distributor’s proof of existence. Accordingly, Distributor must submit a copy of at least one (1) of the following documents in connection with the processing of this Application: “certified” articles of incorporation; government-issued business license; signed partnership agreement or signed limited partnership agreement; executed trust instrument; signed operating agreement; OR signed articles of organization or association.

Submit a copy of a valid government-issued photo id, e.g., driver’s license (only if Section 2 is completed). Submit the Application Package: Send completed Applications, W-9s, financial statements, and other required material to your U.S. Bank Representative. If you do not have a U.S. Bank Representative, send completed Applications, financial statements and other required material by email to [email protected], by fax to U.S. Bank at 866-977-1310, or mail to U.S. Bank Attn: Contract Services, 901 Marquette Avenue, EP-MN-A17S, Minneapolis, MN 55402. If you have questions about the Fleet Card program please call your U.S. Bank Sales Representative or 800-987-6591.

© 2015 U.S. Bank National Association. All other trademarks are the property of their respective owner.

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Anheuser Busch Commercial Fleet Card

Application The issuer of the U.S. Bank Fleet Card is U.S. Bank National Association (“U.S. Bank”)

Section 1 – Distributor (“Distributor”) Information Distributor’s Legal Name (As Stated On Financial Statements)

Date Distributor Established (mm/dd/yyyy)

DBA or Distributor Name to be embossed on card(s) (Limit to 25 letters and spaces.)

Federal Tax ID

Distributor Physical Address (PO Box not acceptable) City

State

Contact Name

Contact Title

Postal Code Contact Phone Number

Email Address

Contact Fax Number

Website Address

Section 2 - Anticipated Monthly Charge Volumes $25,000.00 or Less. If you anticipate Monthly Charge Volume of $25,000.00 or less on the Fleet Card(s), please complete the section below and sign in Section 4. Printed Name of Authorized Officer

Printed Title of Authorized Officer

Home Phone Number

Date of Birth

Social Security Number

Home Physical Address (PO Box Not Acceptable), including City, State and Zip Code I, as the above named Authorized Officer, (a) request that U.S. Bank issue Fleet Cards (“Card(s)”) and Accounts (“Account(s)”) to designated employees/applicants in the future; (b) authorize U.S. Bank to verify my employment and income history and all other information I have provided, and to obtain information about me from other creditors, credit bureaus, third parties, and federal or state records for use in assessing my personal credit worthiness in connection with U.S. Bank extension(s) of credit to Company under the Agreement; (c) acknowledge that U.S. Bank will review this Application and may, at its sole discretion, grant such request, but U.S. Bank is under no obligation to do so; (d) agree to be jointly and severally liable to repay any and all transactions charged to any and all Accounts, plus fees and/or other charges, according to the terms of the Agreement; (e) authorize U.S. Bank to share information about its experiences with me with U.S. Bank affiliates and credit bureaus; and (f) agree that Accounts will be used for business purposes only and not personal, family, or household purposes. In witness whereof, Authorized Officer has executed this Application and agrees to this Section 2. DATED THIS ________ DAY OF ________ , 20 ________ : Signature

Section 3 –Anticipated Monthly Charge Volumes Greater than $25,000.00. If you anticipate Monthly Charge Volume of greater than $25,000.00 on the Fleet Card(s), please read below and sign in Section 4. By completing this Application, Distributor acknowledges and agrees that: (a) all information provided in this Application is true, complete and accurate and Distributor has the authority to provide such information and complete such Application; (b) Distributor requests that U.S. Bank establish an Account in the name of Distributor and issue Cards in accordance with the Agreement; (c) U.S. Bank will review this Application and may, at its sole discretion, grant such request, but that U.S. Bank is under no obligation to do so; (d) Distributor shall be bound by the Agreement upon signing this Application; and (e) U.S. Bank is authorized to investigate, obtain, and exchange reports and information regarding this Application and any resulting Accounts with credit reporting agencies and other parties with legitimate business needs for such reports or information. If this Application is approved, Distributor and U.S. Bank agree that the Agreement attached to this Application shall constitute the entire agreement between Distributor and U.S. Bank.

Section 4 –Authorization and Execution By signing below, each individual signing this Application in his or her capacity as an authorized signing officer of Distributor, certifies and warrants that: (a) all action required by Distributor’s organizational documents to authorize the signer(s) to act on behalf of Distributor in all actions taken under this Application and the attached Agreement, including, but not limited to, the authority to incur Debt on behalf of Distributor, has been taken; (b) each signer is empowered in the name of and on behalf of Distributor to enter into all transactions contemplated in this Application and the attached Agreement; and (c) the signatures appearing on all supporting documents of authority are authentic. Distributor has read, understands and agrees to the Agreement attached to this Application and U.S. Bank is entitled to act in reliance upon the authorizations and certifications set forth in this Application. This Application must be signed by at least one of the following: (Check One): Chairman President Senior Vice President Vice President Treasurer Controller Chief Financial Officer Chief Executive Officer Partner Member LLC or LLP only) In witness whereof, Company has, by its authorized signer(s), executed this Application and agrees to the attached Agreement. DATED THIS ______ DAY OF _____________________ , 20 ________ Signature Printed Name Of Authorized Officer

CPS AB application

Executive Vice President Owner/Proprietor

Second Signature (Only if required by the Distributor’s Organization Guidelines.) Printed Name Of Authorized Individual

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Printed Title of Authorized Individual

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Section 5 –Additional Distributor Information Billing Address (If Different From Distributor Address)

City

State

Zip Code

$

$

$

Net Annual Sales

Total Assets

Anticipated Monthly Charge Volume

Number of Cards Requested

Number of Employees

Industry Category: Transportation Manufacturer Other ______________________________________ Type of Organization: Sole Proprietorship

Services

Retail

Construction

Landscape

Corporation (Publicly Traded) Corporation (Private) Corporation (Non Profit) Government Other ______________________________________

Wholesaler

Partnership

LLC

LLP

Describe the nature of your business:

Is the Distributor rated by Dun and Bradstreet (D&B)?

Yes

If yes, D&B Number:

No

Does the Distributor conduct business in a foreign country?: Yes No If yes, list countries and nature of business conducted: Important: Each country must be individually listed, e.g., Italy, France; do not list continents, e.g., Europe, Asia

Does the Distributor have an existing relationship with U.S. Bank? If yes, what type of relationship:

Yes

No

Does Distributor have a line of credit with U.S. Bank or any other financial institution? If yes, please provide the following information: Name of Financial Institution Providing Line of Credit

YES

Limit

NO

Amount Currently Outstanding

Section 6 – USA PATRIOT Act Notification IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual, corporation, partnership, trust, estate, or any other entity recognized as a legal person) who opens an account. In order to comply with the requirements of the USA PATRIOT Act, U.S. Bank may require the Company to provide its legal name, street address, taxpayer identification number and other information that will allow U.S. Bank to identify Company prior to establishing accounts under, or in connection with, this Agreement. U.S. Bank reserves the right to require that Company promptly provide, to U.S. Bank, sufficient identification documentation upon request and in connection with USA PATRIOT Act compliance.

FOR U.S. BANK USE ONLY Agent, if any

CPS AB application

TOA

LOC

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U.S. Bank Commercial Fleet Card

Terms and Conditions The U.S. Bank Commercial Fleet Card Terms and Conditions (the “Agreement”) is entered into, by and between U. S. Bank National Association (“U.S. Bank”) and the entity that signed the Application as “Distributor” for the establishment of a Fleet Card Program. This Agreement supersedes any previous and like agreements with Distributor. 1. EFFECTIVE DATE. The Agreement shall become effective when U.S. Bank has 1) approved the credit worthiness of Distributor and 2) approved this Application. The “Effective Date” of this Agreement shall be the date the Application is signed by Distributor. 2. SCOPE OF FLEET CARD PROGRAM. The “Fleet Card Program” includes transaction processing, reporting and payment systems with respect to purchases of motor fuels and other products and services by fleet vehicle operations. Upon approval, as indicated above, U.S. Bank will issue U.S. Bank Fleet Cards (“Fleet Cards” or “Cards”) and establish related Accounts for Distributor, and those of its subsidiaries or affiliates that Distributor may designate to U.S. Bank in writing while this Agreement is in effect and that U.S. Bank approves as participant(s) (known here after as “Participant” and “Participants”). Distributor shall furnish a list, in writing, to U.S. Bank designating such Participant(s) and legal business names, if business activities are conducted under a name other than Distributor’s. Distributor shall have the right to exclude any Participant from the Fleet Card Program upon written notice to U.S. Bank. Distributor and/or authorized Participant shall designate employees to U.S. Bank that should receive Cards (“Cardholders”) and/or be issued Account numbers. Distributor shall be responsible for selecting personal identification number(s) (“PIN(s)”), driver identification number(s) (“Driver ID(s)”) or vehicle identification number(s) (“Vehicle ID(s)”), collectively, “Account Information”, pursuant to the Fleet Card Program. Unless U.S. Bank notifies Distributor to the contrary, or a Card has been terminated as provided herein, all Cards will be cancelled upon the expiration or termination of this Agreement. All Accounts established and Cards issued hereunder shall be used solely for business purposes and shall be governed by this Agreement. “Account” means any account established by U.S. Bank pursuant to this Agreement in the name of Distributor, its Participants and/or Cardholders, to which Debt is charged, regardless of whether or not a Card is issued. 3. LIABILITY. Distributor, and if applicable, Authorized Officer, shall be liable for all Debt incurred or arising by virtue of the use of a Card and/or Account of Distributor, Participant or any Cardholder. “Debt” means all amounts charged to an Account including without limitation all purchases, fees, Finance Charges, and other charges or amounts due that are owed to U.S. Bank by Distributor, its Authorized Officer(s), affiliates, Participants, and/or Cardholders. a. Joint and Several Liability. Distributor and the Authorized Officer are jointly and severally liable to U.S. Bank for all Debt. This liability structure applies to any product credit limit (“PCL”) when Section 2 of the Application has been completed. b. Corporate Liability. Distributor is solely liable to U.S. Bank for all Debt. This liability structure applies to any PCL when Section 2 of the Application has not been completed. 4. BILLING. a. U.S. Bank will send the Distributor a periodic billing statement (the “Statement”), which will itemize all charges for the Billing Cycle. The “New Balance” shown on the Statement shall be due in full and payable in U.S. dollars by the date shown on the Statement as the “Due Date” and Distributor agrees to make payment by the Due Date. Billing Cycle means a one (1) month period in which purchases, fees, Finance Charges, and other charges or amounts are posted to Accounts. 5. FINANCE CHARGES. a. Finance Charge Calculation. If Distributor’s New Balance is not paid in full on or before the Due Date a Finance Charge will be charged to Distributor. The Finance Charge will be arrived at by first determining Distributor’s Average Daily Balance (“ADB”) and then multiplying the Average Daily Balance by the “Annual Percentage Rate” from Schedule A - the Finance Charge Rate Schedule at the end of this Agreement, and dividing by the number of Billing Cycles in one year to arrive at the “Finance Charge”. The Annual Percentage Rate from Distributor’s mailing address state will be used. b. Average Daily Balance Calculation. To arrive at the ADB, U.S. Bank will take the beginning balance on Distributor’s account each day, add debits and any new transactions and/or purchases (except in the states of IL, ME, MA, MN, MS, MT, and NM) from the date of posting (if the New Balance is not received), then subtract any payments or credits, returned check and/or other Fees, and unpaid Finance Charges. The result will be the “Daily Balance.” U.S. Bank will then add all the Daily Balances for the Billing Cycle and divide by the total number of days in the Billing Cycle. The result will be the “Average Daily Balance.” 6. DELINQUENCY. An Account will become delinquent unless U.S. Bank receives the amount shown on the Statement as the New Balance, less any disputed amounts by the Due Date. Any unpaid portion of the New Balance will be shown on subsequent Statements as the "Previous Balance." In the event of Distributor’s delinquency, U.S. Bank may elect to terminate this Agreement immediately upon notice to Distributor. Court costs plus reasonable attorney fees (as allowed by law) may be added to any delinquent balance referred to an attorney for collection. 7. DISPUTED BILLINGS. Distributor may notify U.S. Bank of any disputes regarding charges or billings hereunder in writing, by telephone or by electronic means, such as Fleet Commander® Online. Written communications relating to billing disputes must be sent to U.S. Bank at PO Box 13050 Overland Park, Kansas 66282-3050. Communications should include the Distributor’s and, if applicable, the Participant’s name(s) and account number(s), the dollar amount of any dispute or suspected error and a description of the dispute or error. Any communication regarding a dispute or suspected error must be received in written form by U.S. Bank within sixty (60) days after the Statement Date on the Statement on which the disputed or incorrect charge first appeared. 8. LOST OR STOLEN CARD(S) OR COMPROMISED ACCOUNT(S). a. Distributor and/or Authorized Officer shall immediately, upon receipt of such information, notify U.S. Bank of any lost or stolen Cards, compromised Accounts or Account Information or to cancel Cards, Accounts, or Account access. Such notification and/or request for cancellation can occur by telephone, in writing, or by any agreed to electronic means. Addresses and telephone numbers at the time of this writing appear at the end of this Section 8a. After notification has been made to U.S. Bank of such lost or stolen Cards, compromised Accounts or Account Information, or to cancel Cards, Accounts or Account access, use of such Cards or Accounts is expressly prohibited. Failure to notify U.S. Bank immediately of lost or stolen Cards, compromised Accounts or Account Information, or to request cancellation of Cards, Accounts or Account access, as required by this Section 8, may result in Distributor and/or Authorized Officer’s liability for any charges, fees, transactions or purchases on such Cards or Accounts. Distributor and/or Authorized Officer shall not be liable for use of such Cards or Accounts following receipt by U.S. Bank of the notice required herein. Distributor and/or Authorized Officer agree to assist U.S. Bank in determining the facts, circumstances and other pertinent information related to any loss or possible unauthorized use of Cards, Accounts or Account Information, and to comply with such procedures as may be required by U.S. Bank in connection with the investigation. Such procedures may include the submission of pertinent information in writing, within sixty (60) days of the date of the loss. Notwithstanding the foregoing, U.S. Bank shall continue to process all claims for lost, stolen or unauthorized use of Cards or Accounts whether or not such information is submitted within sixty (60) days of the loss. Additionally, notwithstanding the foregoing, since Cardholders have no liability to U.S. Bank for lost, stolen or cancelled Cards or Accounts, should Distributor and/or Authorized Officer separately hold a Cardholder liable for any such loss related to unauthorized use by someone other than the Cardholder, Distributor and/or Authorized Officer agree to advise Cardholder, in advance, of any liability that may be imposed on a Cardholder and Distributor and/or Authorized Officer acknowledge that any such liability imposed on any Cardholder cannot exceed fifty U.S. dollars ($50.00). In any event, Distributor and/or Authorized Officer acknowledge that by complying with all such procedures losses by both parties may be limited. U.S. Bank is not responsible for controlling the use of any Card(s), Account(s) or Account Information, other than as specifically provided herein. Notification can be made by telephone to 800-987-6591, in writing to U.S. Bank at PO Box 13050 Overland Park, KS 66282-3050 OR by facsimile at 800-987-6592. CPS AB application

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b.

Distributor and/or Authorized Officer agrees to use fraud controls provided by U.S. Bank and acknowledges that such use is required in order to exercise any recovery from U.S. Bank. At minimum, Distributor and/or Authorized Officer agree to: (1) ensure that Account Information and Cards are safeguarded and kept separate and apart from one another, and (2) have daily transaction and spending limits in place on Cards based on the spending needs of their drivers. U.S. Bank shall not be liable for any losses due to fraud if Distributor and/or Authorized Officer fail to demonstrate that both such fraud controls are in effect and actively used. c. Subject to the terms set forth above in this Section 8, U.S. Bank agrees it shall be liable for fraudulent charges incurred or arising by the use of Cards in the Card Program, however, U.S. Bank shall not in any event be liable for any employee and/or Cardholder misuse of a Card. 9. FEES. The fees and charges listed below may apply to this Agreement. Failure of U.S. Bank to apply any fee or charge outlined in this Agreement at any time does not preclude U.S. Bank from ever applying such fee or charge. U.S. Bank reserves the right to change pricing upon thirty (30) days prior notice to Distributor. a. Returned Check Fee. If any check for payment of an Account is returned unpaid, U.S. Bank will charge a returned check fee (“Returned Check Fee”) of twenty U.S. Dollars ($20.00). b. Expedited Card Delivery Fee. U.S. Bank may charge an expedited card delivery fee (“Expedited Card Delivery Fee”) of twenty dollars ($20.00) for each expedited shipment of Cards. c. Finance Charge. A Finance Charge as provided in Section 5 of this Agreement. The Minimum Finance Charge is $0.50. c. Foreign Currency Fee. U.S. Bank will charge a foreign currency conversion fee (“Foreign Currency Conversion Fee”) of two percent (2.0%) for transactions made outside the United States and the Statement will reflect the conversion into U.S. Dollars on transactions that have occurred in a different currency and an applicable exchange rate for such conversions. 10. CONFIDENTIALITY. U.S. Bank considers the Fleet Card Program to be a unique service involving proprietary information of U.S. Bank. Distributor agrees that the Fleet Card Program reports, manuals, documentation, systems, processes and related materials (whether or not in writing) are confidential and will be circulated only to employees and agents of Distributor, and only to the extent necessary for Distributor to participate in the Fleet Card Program. U.S. Bank agrees that it will maintain all non-public data relative to Distributor’s Account(s) under the Fleet Card Program as confidential information and U.S. Bank agrees to use such data regarding Distributor exclusively for the providing of services to Distributor hereunder and not to release such information to any other party except its agents; provided, however, that U.S. Bank must disclose transaction information to merchants and third party processors. Since Distributor participates in the Fleet Card Program through a third party, who participates in a referral program with U.S. Bank (the “Third Party Program”), Distributor consents to U.S. Bank sharing Distributor information with the third party to carry out the requirements of the Third Party Program, and Distributor acknowledges that such shared information may contain direct or indirect identification of Distributor. Additionally, Distributor consents to allowing the third party to review this Application and related materials, and otherwise assist Distributor with completion and submission of the Application to U.S. Bank on Distributor's behalf. U.S. Bank agrees to take all reasonable steps to safeguard such proprietary information and not to release such information to any party or agent not essential to participation in the Fleet Card Program or the Third Party Program. 11. TERM, TERMINATION AND SUSPENSION. a. This Agreement shall remain in full force and effect for an initial term of five (5) years from the Effective Date of this Agreement (the “Initial Term”), and shall continue thereafter until terminated by Distributor or U.S. Bank upon thirty (30) days prior written notice to the other party. After the completion of the Base Period either party may terminate this Agreement without cause, at any time, upon ninety (90) days prior written notice to the other Party. The effective date of termination shall be stated in the written notice of termination. All Cards and Accounts shall be deemed canceled effective upon termination of this Agreement. b. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately, by written notice of such termination to the other party, upon any one (1) or more of the following events: (i) dissolution or liquidation of the other Party, or Parent thereof, if applicable; (ii) insolvency of the other party or Parent thereof, if applicable, or the filing of a bankruptcy or insolvency proceeding by the other party, the appointment of a receiver or trustee for benefit of creditors of the other party or if the other party enters into an arrangement with its creditors; (iii) any material and adverse change in the financial condition of the other party; or (iv) any failure by the other party to perform a material obligation of this Agreement. c. Upon termination of this Agreement for any reason, Distributor shall destroy all Cards and return all confidential information of U.S. Bank to U.S. Bank. Distributor, and Authorized Officer if applicable, shall remain liable for all Debt incurred or arising by virtue of the use of a Card and/or Account prior to the termination date. d. U.S. Bank shall have the right to suspend any and all services and Debt to Distributor under this Agreement in the event that: (i) Distributor has breached any term of this Agreement; (ii) Debt due from Distributor, in the aggregate, exceeds any of the ACL or the PCL as these terms are defined in Section 16 of this Agreement; or (iii) an Account becomes delinquent. An Account will become Delinquent unless U.S. Bank receives the New Balance, less any disputed amounts, on or before the Due Date. Court costs plus reasonable attorney fees (as allowed by law) may be added to any delinquent balance referred to an attorney for collection. e. Rights, Debt or liabilities that arise prior to the suspension or termination of this Agreement shall survive the suspension or termination of this Agreement. 12. INDEMNIFICATION. a. Except to the extent that any injury is due to Distributor’s or a Participant’s negligent acts or omissions, U.S. Bank shall indemnify and hold Distributor and Participants harmless against all losses, damages, costs, expenses and liability which may result in any way from any negligent or wrongful act or omission of U.S. Bank, its agents, employees and subcontractors. U.S. Bank shall indemnify and hold Distributor and Participants harmless against demands, claims, suits, or proceedings alleging infringement of any patent of the United States, or any trademark, service mark, copyright or other proprietary right arising out of or incident to this Agreement. b. Except to the extent that any injury is due to U.S. Bank’s negligent acts or omissions, Distributor shall indemnify and hold U.S. Bank harmless against all losses, damages, costs, expenses and liability which may result in any way from any negligent or wrongful act or omission of Distributor, Participants, its agents, employees and subcontractors. Distributor and Participants shall indemnify and hold U.S. Bank harmless against demands, claims, suits, or proceedings alleging infringement of any patent of the United States, or any trademark, service mark, copyright or other proprietary right arising out of or incident to this Agreement. 13. LIMITATION OF LIABILITY. IN NO EVENT SHALL DISTRIBUTOR, PARTICIPANT(S), U.S. BANK OR ANY AFFILIATE OF U.S. BANK BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE. 14. WARRANTIES. Distributor warrants the truth, completeness and accuracy of the following in connection with this Agreement: (i) The financial information and all other information provided to U.S. Bank; (ii) This Agreement is a valid, binding and enforceable agreement; (iii) The execution of this Agreement and the performance of its Debt are within Distributor’s power, has been authorized by all necessary action and does not constitute a breach of any agreement of Distributor with any party; (iv) Distributor has and continues to comply with all applicable state and federal statutes, ordinances, rules, regulations and requirements of governmental authorities as they relate to the use of the Card and/or participation in the Fleet Card Program; (v) the execution of this Agreement and the performance of its Debt under this Agreement will not cause a breach by it of any duty arising in law or equity; and (vi) Distributor possesses the financial capacity to perform all of its Debt under this Agreement. The parties agree that the failure of any of the above representations and warranties to be true during the term of this Agreement shall constitute a material breach of this Agreement and U.S. Bank will have the right, upon notice to Distributor, to immediately terminate this Agreement and all amounts outstanding hereunder shall be immediately due and payable. U.S. Bank hereby disclaims any and all warranties with respect to goods and services purchased with its Cards and/or Accounts, including, without limitation, the implied warranty of merchantability or fitness for a particular purpose. This warranty and damages disclaimer shall apply whether U.S. Bank acts as card issuer, arranger of third party credit, or otherwise. 15. FINANCIAL INFORMATION. Since this Agreement is for an extension of credit with a financial institution and not a vendor services agreement, Distributor shall provide information as requested by U.S. Bank to perform periodic credit reviews. 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17.

18. 19.

20. 21.

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available through U.S. Bancorp (the parent Distributor of U.S. Bank) or any of its subsidiaries, Distributor shall either provide: (i) if Distributor anticipates monthly charge volume of equal to or less than $25,000.00, information about an authorized officer whom U.S. Bank may underwrite on behalf of Distributor within Section 2 of the Application, or (ii) if Distributor anticipates monthly charge volume of greater than $25,000.00 but less than $50,000.00, last year’s annual financial statements, or (iii) if Distributor anticipates monthly charge volume of greater than $50,000.00 but less than $250,000.00, the last two (2) years of annual financial statements, or (iv) if Distributor anticipates monthly charge volume of greater than $250,000.00, the last three (3) years of annual financial statements. If the initial set of financial statements is older than five (5) months when provided, Distributor must also provide interim financial statements. Annually thereafter, as soon as available and in any event not later than one hundred twenty (120) days after the end of each fiscal year of Distributor, Distributor must provide the previous year’s financial statements. U.S. Bank prefers audited financial statements that have been prepared by Distributor’s independent certified public accountant. In the event U.S. Bank requires additional information to conduct its review of Distributor, or if Distributor’s monthly charge volume increases such that the information it provided as described in 15.(i) above is no longer sufficient for underwriting Distributor, Distributor agrees to provide to U.S. Bank the information set forth in 15.(ii), (iii) or (iv) above, as the case may dictate, and, if requested, such other information regarding the business, operations, affairs, and financial condition of Distributor as U.S. Bank may reasonably request. Such information may include, but is not limited to, quarterly financial statements, organizational charts, executive biographies and other formal documentation. AGGREGATE PRODUCT CREDIT LIMIT AND ACCOUNT CREDIT LIMITS. Subject to credit approval by U.S. Bank, an account credit limit (an “ACL”) for each Account and an aggregate product credit limit (the “PCL”) for all Accounts shall be established by U.S. Bank pursuant to this Agreement. a. Revising the PCL. U.S. Bank, at its sole discretion, shall have the right to revise the PCL. U.S. Bank shall provide notice to Distributor of any decrease in the PCL which results in a revised PCL that is lower than the aggregate current amount outstanding on all Accounts. Upon such notice, Distributor shall have ten (10) days to make a payment to U.S. Bank that is sufficient to reduce the aggregate current amount outstanding to an amount that is equal to or less than the revised PCL. b. Revising ACLs. U.S. Bank, at its sole discretion, shall have the right to revise any ACL. (1) Distributor Accounts. U.S. Bank shall provide notice to Distributor of any decrease in an ACL which results in a revised ACL that is lower than the aggregate current amount outstanding on the Account. Upon such event, Distributor shall have ten (10) days to make a payment to U.S. Bank on the Account that is sufficient to reduce the aggregate current amount outstanding for such Account to an amount that is equal to or less than the revised ACL. (2) Fraudulent Activity. U.S. Bank may revise any ACL and/or limit spending activity on any Account for which fraudulent activity is suspected. CHANGE IN TERMS OF THE AGREEMENT. U.S. Bank may change the terms of this Agreement at any time by giving Distributor notice. If permitted by applicable law, such changes will apply to existing Account balances as well as future purchases. If Distributor does not accept the changes, Distributor must notify U.S. Bank in writing within twenty-five (25) days after the date of the notice that Distributor refuses to accept the changes and elects to terminate this Agreement. Should Distributor elect to terminate this Agreement pursuant to this Section 17, all outstanding Debt shall become due and payable by Distributor to U.S. Bank, according to the terms of this Agreement. Distributor will also be responsible for ensuring the destruction of all Cards. REGISTERED MARKS AND TRADEMARKS. Distributor has no right, title or interest, proprietary or otherwise, in or to the name or any logo, copyright, service mark or trademark owned or licensed by U.S. Bank. NOTICES. Except with respect to notices relating to the status of individual Cards which may be established in writing between U.S. Bank and Distributor or a Participant, all notices, requests and other communication provided for hereunder must be directed to Distributor at the address on the Application and to U.S. Bank at U.S. Bank Attn: Contract Services, 901 Marquette Avenue, EP-MN-A17S, Minneapolis, MN 55402. Unless otherwise specified herein, requests and other communication provided for hereunder must be in writing, postage prepaid, hand delivered or by any means approved by U.S. Bank. Either party may, by written notice to the other, change its notification address. GOVERNING LAW. The validity, interpretation and performance of this Agreement will be controlled by and construed under the laws of the State of Ohio (without giving effect to the conflict of law principles thereof) and applicable federal laws. EMPLOYMENT OF AGENTS. U.S. Bank may, in its sole discretion, employ affiliates or subsidiaries of U.S. Bank as agents to perform part or all of its obligations under this Agreement at any time without consent of Distributor; provided, however, that such action shall not affect its obligations to Distributor hereunder. FLEET CONTACT. The Fleet Contact listed on the Application is authorized to provide U.S. Bank with the information necessary to establish the Account records and Cards, including, but not limited to, PINs, Vehicle IDs, Driver IDs, and related information. U.S. Bank is authorized to send all Account information and Cards produced to the Fleet Contact’s attention. Distributor may, at any time, by written notice to U.S. Bank, change its Fleet Contact or designate a different Fleet Contact than is listed on the Fleet Card Application. ASSIGNMENT. This Agreement and any and all rights and Debt associated with the same may be assigned without prior notice to Distributor. All of U.S. Bank’s rights under this Agreement shall also apply to any assignee of this Agreement. Distributor may not assign or transfer this Agreement or any rights or Debt hereunder, by merger, of law, or otherwise, without the prior written consent of U.S. Bank. CUSTOMER SERVICE. Distributor may contact U.S. Bank’s customer service center 24/7 at 800-987-6591 for Fleet Program customer service. Distributor may contact Fleet Services customer service center 24/7 at 800-987-6589 for merchant authorization support. SEVERABILITY. Should any provision of this Agreement be declared invalid for any reason, such decision shall not affect the validity of any other provisions, which other provisions shall remain in full force and effect as if this Agreement had been executed with the invalid provision(s) eliminated. The parties shall use their best efforts to agree upon a valid substitute provision in accordance with the purpose of this Agreement and the intent of the parties. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, DISTRIBUTOR AND U.S. BANK HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THE AGREEMENT. DISTRIBUTOR AND U.S. BANK EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

U.S. Bank National Association. All rights reserved.

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SCHEDULE A

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SCHEDULE B REVENUE SHARING OPPORTUNITY

U.S. Bank shall offer Distributor the following Revenue Sharing Opportunity. 1.

Terminology. a. “Account” means any account number to which Charges and payments may be posted. b. “Agreement Year” means a twelve (12) month period beginning with January 1 each year. c. “Charge-off” means any amount due and owing to U.S. Bank or its affiliates by Distributor that remains unpaid for one hundred fifty (150) days after the date that it was first billed. d. “Client Held Days” means the number of days from Billing Cycle date to the date U.S. Bank USA applies payment (annual per statement cycle average). e. “Client Held Days Payment Performance” means the average speed of repayment of Charges made for each Agreement Year and will be calculated as File Turn Days Payment Performance less fifteen (15) days. f. “Customer” means Anheuser Busch Companies, LLC. g. “Distributor" means an entity that has entered into an agreement with Customer to distribute Customer’s goods to other entities for sale, signed the U.S. Bank Commercial Fleet Card Application (‘Fleet Card Application”), or other document approved by U.S. Bank, and has been approved for participation in the U.S. Bank Fleet Card Program by U.S. Bank. h. “File Turn Days Payment Performance” means the average speed of repayment of Charges made for each Agreement Year. i. “Fraudulent Charges” means those charges which are not initiated, authorized or otherwise requested by Distributor and/or a Cardholder by any means (electronic, telephonic or written) and do not directly or indirectly benefit Distributor and/or a Cardholder. j. “Group” means Qualifying Distributors and Customer, if Customer has met the Minimum Requirements for Customer in Section 2.a. k. “Net Annual Charge Volume” means the aggregate of all Charges set forth on the Statements furnished for all Accounts of Distributor less Fees, Cash Advances, Fraudulent Charges, chargebacks and amounts Charged-off by U.S. Bank with respect to such Accounts as uncollectible for each Agreement Year. l. “Qualifying Net Annual Charge Volume” means the aggregate of all Charges set forth on the Statements furnished for all Accounts of the Group less Fees, Cash Advances, Fraudulent Charges, chargebacks and amounts Charged-off by U.S. Bank with respect to such Accounts as uncollectible for each Agreement Year. For greater certainty, if a Distributor or Customer has not met the Minimum Requirements set forth in Section 2.b., herein, that Distributor or Customer’s Net Annual Charge Volume will not be included in the Qualifying Net Annual Charge Volume. m. “Revenue Share” means the combination of the Performance Rebate, the Volume Rebate and the Group Rebate. n. “Total Rebate Percentage” means the sum of the Performance Rebate Percentage, the Volume Rebate Percentage and the Group Rebate Percentage. o. “Qualifying Distributor" means a Distributor who has met the requirements set forth in Section 2b herein. 2. Minimum Requirements. a. Minimum Requirements for the Group. No Revenue Share calculation, for Customer, any Distributor, or the Group, shall be made pursuant to this Agreement in an Agreement Year unless the Group has qualified for a Revenue Share calculation by meeting the minimum requirements set forth in this Section 2.a. 1. The Qualifying Net Annual Charge Volume for the Group is equal to or greater than one million U.S. Dollars ($1,000,000.00); and 2. The Qualifying Client Held Days Payment Performance for the Group is equal to or less than forty-five (45) days. b. Minimum Requirements for each Distributor. No Revenue Share calculation for any Distributor shall be made pursuant to this Agreement in an Agreement Year unless that Distributor has each qualified for a Revenue Share calculation by meeting the minimum requirements set forth in this Section 2.b. 1. The Fleet Card Application signed by a Distributor was in effect through the end of the Agreement Year, that is, through December 31 of such year. No Revenue Share payment shall be made for a Distributor in the event that the Fleet Card Application signed by that Distributor is terminated prior to the end of that same Agreement Year; and 2. Client Held Days Payment Performance is equal to or less than forty five (45) days. 3. Revenue Share Conditions. a. Revenue Share Payment. The first Revenue Share payment pursuant to this Agreement, if any, shall be made within ninety (90) days after the end of the first Agreement Year. Subsequent calculations and payments, if any, shall be made in a similar fashion on each twelve (12) month anniversary of the first calculation. If any Revenue Share payment date falls on a non-business day, Revenue Share payments due shall be made on the next business day. All Revenue Share payments shall be paid in the form of an Automated Clearing House (ACH) payment. Distributor must provide any information necessary for U.S. Bank to facilitate electronic payments. b. Adjustments. Any Revenue Share payment made will be net of accumulated Charge-offs resulting from participation in U.S. Bank or U.S. Bancorp Card Services, Inc. programs regardless of whether the underlying agreement between the parties is valid or has been terminated. In the event that any Revenue Share payment net of Charge-offs would be less than one hundred U.S. Dollars ($100.00), no Revenue Share payment will be made to Distributor for that Agreement Year. c. Early Termination. In the event that the Agreement is terminated prior to the completion of the Initial Term, in addition to any other remedies available to U.S. Bank, this Revenue Share Opportunity shall immediately terminate. Any Revenue Share payment owed to Distributor at the time of termination for the completion of any prior Agreement Year shall be paid in accordance with the terms stated herein. Revenue Share payments are made on an annual basis, using performance and charge volume totals and cannot be paid to Distributor for incomplete Agreement Years. d. Confidentiality. Distributor expressly agree that the terms and conditions of this Revenue Share opportunity are confidential and may not be disclosed to third parties, unless required by law or regulation, without U.S. Bank’s prior written consent, which may be exercised at its sole option. 4. Revenue Share Calculation. No Revenue Share calculation shall be made in any Agreement Year unless the Distributor has qualified for such calculation by meeting the Minimum Requirements set for in Section 2 herein. Once U.S. Bank has determined that the Minimum Requirements have been met by both the Group and the Distributor, U.S. Bank shall calculate Distributor’s Revenue Share payment as set forth below. a. U.S. Bank will calculate the Client Held Days Payment Performance for the Agreement Year to find Distributor’s Performance Rebate Percentage on Table A for the Performance Rebate, as set forth in Section 6 herein (the “Performance Rebate”). b. U.S. Bank will calculate the Qualifying Net Annual Charge Volume for the Agreement Year to find the Group Rebate Percentage on Table C for the Group Rebate as set forth in Section 8 herein (the “Group Rebate”). c. U.S. Bank will calculate the Net Annual Charge Volume for the same Agreement Year to find Distributor’s Volume Rebate Percentage on Table B for the Volume Rebate as set forth in Section 7 herein (the “Volume Rebate”). d. U.S. Bank will add the Performance Rebate Percentage, the Volume Rebate Percentage, and the Group Rebate Percentage together to arrive at the Total Rebate Percentage for Distributor. a. U.S. Bank will multiply the Total Rebate Percentage by Distributor’s Net Annual Charge Volume for that same Agreement Year. The result will be the gross Revenue Share for Distributor. b. U.S. Bank will subtract any Charge-offs that have not been subtracted at any time during any of the past Agreement Year(s) from the gross Revenue Share for Distributor. The result will be the net Revenue Share for Distributor. Any Charge-offs in excess of the net Revenue Share for CPS AB application Page 8 of 11 R /2015

5.

Distributor from one (1) Agreement Year will be subtracted from one (1) or more of the following Agreement Years. Upon termination of the Agreement, if the net Revenue Share for Distributor is a negative dollar amount due to Charge-offs, Distributor agrees to reimburse U.S. Bank up to the dollar amount previously paid by U.S. Bank to Distributor. Performance Rebate. U.S. Bank will calculate and pay to Distributor a portion of its Net Annual Charge Volume through a rebate (“Performance Rebate”). The Performance Rebate will be based on the Client Held Days Payment Performance for all Distributor Accounts for each Agreement Year in accordance with Table A, below. Table A Client Held Days Payment Performance

6.

Performance Rebate Percentage

Client Held Days Payment Performance

Performance Rebate Percentage

45 0.0000% 22 0.1150% 44 0.0050% 21 0.1200% 43 0.0100% 20 0.1250% 42 0.0150% 19 0.1300% 41 0.0200% 18 0.1350% 40 0.0250% 17 0.1400% 39 0.0300% 16 0.1450% 38 0.0350% 15 0.1500% 37 0.0400% 14 0.1550% 36 0.0450% 13 0.1600% 35 0.0500% 12 0.1650% 34 0.0550% 11 0.1700% 33 0.0600% 10 0.1750% 32 0.0650% 9 0.1800% 31 0.0700% 8 0.1850% 30 0.0750% 7 0.1900% 29 0.0800% 6 0.1950% 28 0.0850% 5 0.2000% 27 0.0900% 4 0.2050% 26 0.0950% 3 0.2100% 25 0.1000% 2 0.2150% 24 0.1050% 1 0.2200% 23 0.1100% Group Rebate. U.S. Bank shall pay to Distributor a portion of the Qualifying Net Annual Charge Volume through a rebate (“Group Rebate”). The Group Rebate will be calculated once for each Agreement Year, and will be made in accordance with Table B, below. Table B Qualifying Net Annual Charge Volume $1,000,000.00 $3,000,000.00 $5,000,000.00 $10,000,000.00 $15,000,000.00

7.

Group Rebate Percentage 0.900% 0.950% 1.000% 1.050% 1.100%

Volume Rebate. U.S. Bank shall calculate and pay to Distributor a portion of its Net Annual Charge Volume through a rebate (“Volume Rebate”). The Volume Rebate will be based on the Net Annual Charge Volume for Distributor and made in accordance with Table C, below. Table C Net Annual Charge Volume

Volume Rebate Percentage

-

CPS AB application

0.300%

$4,000,000.00

0.350%

$5,000,000.00

0.400%

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U.S. Bank W9 & Related Information

Instructions Vendor Number: To be completed by U.S. Bank Section 1: W-9 information U.S. Bank requires your taxpayer identification number (TIN) and filing information for all payments that we process. If required, we also use this information to report to the IRS any income paid to you. Please complete Section 1 in its entirety. A Legal Structure type must be selected. If exemptions from backup withholding (exempt payee codes) or FATCA reporting (FATCA reporting codes) apply to you, please ensure that the exemption code is entered. The FATCA reporting code is only for payments outside the U.S. Exempt payee codes: 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 5 – A corporation 6 – A dealer in securities or commodities required to register in the United States, District of Columbia, or a possession of the United States 7 – A futures in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 8 – A real estate investment trust 9 – An entity registered at all times during the tax year under the investment Company Act of 1940 10 – A common trust operated by a bank under section 584(a) 11 – A financial institution 12 – A middleman known in the investment community as a nominee or custodian 13 – A trust exempt from tax under section 664 or described in section 4947

Exemption from FATCA reporting code: A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B – The United States or any of its agencies or instrumentalities C – A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E – A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i) F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G – A real estate investment trust H – A regulated investment company as defined in section 851 or an entity registered at all times during the ta year under the Investment Act of 1940 I – A common trust fund as defined in section 584(a) J – A bank as defined in section 581 K – A broker L – A trust exempt from tax under section 664 or described in section 4947(a)(1) M – A tax exempt trust under a section 403(b) plan or section 457(g) plan

Section 2: Automated Clearing House (ACH) ACH is U.S. Bank’s preferred payment method. Signing up for ACH eliminates postal delays and allows U.S. Bank to pay you (vendor) through an automated electronic deposit into your preferred checking account. Funds are credited within 1-2 business days of the payment date for U.S. Bank account holders and 3-5 business days for non-U.S. Bank account holders. A remittance advice detailing the invoice number(s), date and dollar amount will be sent to you via e-mail if an e-mail address is provided or by mail when the payment has been sent electronically to your account. Please acquire your routing number and account number from a check (not from a deposit slip).

Section 3: MWBEs & DVBEs Minority and Women Owned Business Enterprises (MWBEs) - U. S. Bank is committed to building relationships with certified MWBEs, defined as companies that are at least 51 percent owned, controlled and managed by one or more of the following categories - African American, Hispanic American, Asian Pacific American, Asian Indian American, Native American, Woman. Please include a copy of certification. Disabled Veteran Businesses (DVBE) - The law defines a disabled veteran as a United States military, naval or air service veteran with a service related disability of at least 10 percent. Please include a copy of certification.

Foreign and Sole Proprietor If you are a sole proprietor, please complete and submit a W-9 form or Form 8233 from the IRS. For all other legal structures for foreign vendors, please complete a W-8BEN form or W-8ECI form

Submission U.S. Bank will not process payments without a properly completed W-9 form on file. Send the signed and completed W-9 form to your U.S. Bank representative with the properly completed Fleet Card Application.

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U.S. Bank W9

Form Return completed form to your U.S. Bank Representative with the properly completed Fleet Card Applications. Vendor Number:______________________(to be completed by U.S. Bank) Section I: W-9 Must be completed and returned for payments to be processed.

Legal Name

Trade Name

Address

Phone

City

Fax

Legal Structure Sole Proprietorship Corporation Partnership Tax Exempt Organization Government Agency Other, please specify _______________

State

ZIP

Federal Taxpayer Identification Number (TIN)* TIN Type (Check one) Social Security Number Employer Identification Number *MUST match the person/entity listed above If LLC, please select one of the following: LLC C Corporation LLC Partnership LLC Sole Proprietor ship (Legal Name/SSN Required) Legal Name___________________________ SSN_________________________________

Exemptions: Exempt payee code (if any) __________ Exemption from FATCA reporting code (if any) _____________

Section 2: Automated Clearing House (Direct Deposit) U.S. Bank’s preferred payment method. Authorization Agreement for Automatic Deposits (ACH Credits) I (We) hereby authorize U.S. Bank, on behalf of any affiliate for which it processes payments, hereinafter called COMPANY, to initiate credit entries to my (our) account indicated below and the depository/financial institution named below, hereinafter called BANK, to credit the same to such account.

[email protected] E-mail address1 (to receive electronic remittance advices)

E-mail address2

Checking Account Information (Please attach a voided check or copy of a check with MICR coding)

Routing/ABA Number

Account Number

Bank Name

Branch

City

State

ZIP

Phone

This authority is to remain in full force and effect until COMPANY has received written notification from me (us) of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonably opportunity to act on it.

Section 3: MWBE & DVBE Is your company certified as a minority/ woman owned business? No Yes (if yes, a copy of your minority/woman owned certification MUST BE INCLUDED) MWBE Business Status (check all that apply): African American Hispanic American Asian Pacific American Asian Indian American Native American Woman

Is your company certified as a Disabled Veteran Business Enterprise? No Yes (if yes, a copy of your DVBE certification MUST BE INCLUDED)

This will certify to U.S. Bank that I have read the requirements cited on this form, and the company classification(s) I have selected above are true and correct. I will advise U.S. Bank if our classification should change.

Section 4: Signature (required) Name (Print):

Title __________________________________

Signature

Date

For Internal Use Only: DUNs# _______________________ CPS AB Application

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