Exhibit 10.16

 

	
Carrier Agreement
    	

    


 

This Agreement (“Agreement”) is made and entered into by and between Boot Barn (“Customer”) and United Parcel Service Inc., an Ohio Company  (“UPS”).

 

Pricing. UPS will provide the pickup and delivery services (“Services”) as set forth below subject to the terms of this Agreement. These Services will be provided with the incentives (“Incentives”) as also set forth below. These Incentives shall only be available to the locations and account numbers approved and identified in Addendum A. Account numbers of Customer and its affiliates, each of which is more than fifty percent (50.0%) owned by Customer, may be added or deleted only by mutual written agreement of Customer and UPS and require seven (7) business days notice to UPS to become effective. Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent of UPS and failure to comply with this prohibition may result in immediate cancellation of this Agreement.

 

Customer acknowledges and agrees that the Incentives and the minimum rates in Addendum B are based on and derived from the most recently published UPS Standard List Rates available at www.ups.com and are subject to change based on changes to such list rates. Each eligible package (or shipment) and accessorial will receive its applicable Incentive for the term of this Agreement. Incentives are applied on a [***] basis unless otherwise specified. Incentives shall be applied to [***] outbound shipments unless otherwise noted. This Agreement will be subject to periodic review by UPS for Customer compliance.

 

Automation. Customer agrees to supply the UPS Service Provider with a hard copy summary manifest at the time that the packages are tendered to UPS for shipment and provide UPS with Timely Upload of electronic Package Level Detail (“PLD”) in a form acceptable to UPS. PLD includes, but is not limited to, consignee’s full name, complete delivery address, package weight and zone. Timely Upload is defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart labels on all packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code, appropriate UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Customer further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such.

 

Payment Terms. Customer agrees that all invoices will be paid by Electronic Funds Transfer or by check prior to the agreed upon due date. If the payment method changes during the life of this agreement, UPS reserves the right to reevaluate these incentives and adjust accordingly.

 

SurePost. Rates applicable to UPS SurePost Service are set forth at www.ups.com/content/us/en/preferred/lws_index.html.

 

Service. All Services provided by UPS shall be pursuant to the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service in effect at the time of shipping, each of which are incorporated herein by reference and which may be subject to change without prior notice and which, together with this Agreement, are the entire agreement and understanding between Customer and UPS relating to the relationship under this Agreement, superseding all prior or contemporaneous agreements or understandings. UPS SurePost Service is provided pursuant to the UPS SurePost Terms of Service, located at www.ups.com/content/us/en/preferred/lws_index.html, which are also incorporated herein by this reference.

 

Confidentiality. Customer and UPS agree to maintain the confidentiality of this Agreement including its rates, terms and incentives (“Confidential  Information”) unless disclosure is required by law. Customer agrees not to post or publicly display this Confidential Information.

 

Offer Expiration and Prior Agreements. This offer is void if not accepted by October 11, 2013 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supersedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.

 

Term. The Incentives contained in this Agreement take effect on the Monday following the signing of this Agreement or the Effective Date, whichever is later and continue until terminated by either party. Either party may terminate this Agreement at any time upon 30 days prior written notice to the other. In addition to these termination rights, UPS shall have the right to terminate the UPS SurePost Service Incentive Program set forth herein immediately (i) if Customer fails to comply with any term of the UPS SurePost , or (ii) if the US Postal Service eliminates or changes the terms under which it provides the Lightweight Parcel Select Service for packages tendered pursuant to UPS SurePost.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Carrier Agreement Page 1 of 18

 











 

	
UPS
    	
 
    	
Customer
    
	
 
    	
 
    	
 
    
	
United Parcel Service Inc.
    	
 
    	
Boot Barn
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Diana Knight
    	
 
    	
By:
    	
/s/ Paul Iacono
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
AE
    	
 
    	
Title:
    	
CFO
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
1331 S. Vernon Ave.
    	
 
    	
Address:
    	
15776 Laguna Canyon
    
	
 
    	
Anaheim, CA 92805
    	
 
    	
 
    	
Irvine, CA 92618
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date Signed:
    	
9-25-13
    	
 
    	
Date Signed:
    	
9-25-2013
    


 

	
 
    	
Effective   Date:
    	
9-30-13
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

 

P780025560 - 02

Carrier Agreement  Page 2 of 18

 









 

	
 
    	
 

Addendum A

List of Account Numbers
    	

    


 

Boot Barn’s UPS accounts identified below shall be included in the Agreement.

 

The following accounts shall have their activity committed and are eligible for incentives as specified in Addendum B:

 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
Section 1 :
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
   120 HIGHWAY 332
   LAKE JACKSON, TX 77566
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN CORPORATE
   15776 LAGUNA CANYON RD
   IRVINE, CA 92618
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN HR
   15776 LAGUNA CANYON RD
   IRVINE, CA 92618
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN
   240 LONG HOLLOW PIKE
   GOODLETTSVILLE, TN 37072
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKINS - STORE #33
   127 NORTHSHORE BLVD
   SLIDELL, LA 70460
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN STORE #11
   320 W KIMBERLY RD
   DAVENPORT, IA 52806
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   7265 LAS VEGAS BLVD S
   LAS VEGAS, NV 89119
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   1460 W WINNEMUCCA BLVD
   WINNEMUCCA, NV 89445
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1518 CAPITAL AVE
   CHEYENNE, WY 82001
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   4519 FRONTIER MALL DR
   CHEYENNE, WY 82009
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1400 DEL RANGE BLVD
   CHEYENNE, WY 82009
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   158 N 3RD
   LARAMIE, WY 82072
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1625 STAMPEDE DR
   CODY, WY 82414
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1683 SUNSET
   ROCK SPRINGS, WY 82901
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   150 N MAIN
   SHERIDAN, WY 82801
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   2610 S DOUGLAS HWY
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 3 of 18

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
GILLETTE, WY 82718
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   3510 E 2ND ST
   CASPER, WY 82609
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   727 N FEDERAL
   RIVERTON, WY 82501
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1850 HARRISON BLVD
   EVANSTON, WY 82930
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   840 W BROADWAY
   JACKSON, WY 83002
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    1920 E ELKO
   ELKO, NV 89801
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   2539 ESPLANADE RD
   CHICO, CA 95973
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   1220 AIRLINE RD
   CORPUS CHRISTI, TX 78412
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   3913 BUCK OWENS BLVD
   BAKERSFIELD, CA 93308
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   101 S BROADWAY
   SANTA MARIA, CA 93454
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #26
   8111 CONCORD MILLS BLVD
   CONCORD, NC 28027
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   12915 MONTEREY HWY
   SAN MARTIN, CA 95046
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   521 6TH STREET
   TURLOCK, CA 95380
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   327 S WHEELER ST
   JASPER, TX 75951
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN STORE 85
   5720 N ACADEMY BLVD
   COLORADO SPRINGS, CO 80918
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN/INTERNET
   15776 LAGUNA CANYON RD
   IRVINE, CA 92618
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   2990 E PRIEN LAKE RD
   LAKE CHARLES, LA 70615
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC E   WAREHOUSE
    115 KERMIT LN
   RAPID CITY, SD 57703
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   4530 S BROADWAY
   TYLER, TX 75703
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   10910 OLSON DR
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 4 of 18

 









 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
RANCHO CORDOVA, CA 95670
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   2424 HIGHWAY 6 & 50 DR
   GRAND JUNCTION, CO 81505
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   240 N NEW RD
   WACO, TX 76710
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   3801 NORTH ST
   NACOGDOCHES, TX 75965
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   118 COL. ETHERIDGE BLVD
   HUNTSVILLE, TX 77340
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   620 PAN AMERICAN DR
   LIVINGSTON, TX 77351
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   1001 N MAIN
   LIBERTY, TX 77575
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   620 PAN AMERICAN DR
   LIVINGSTON, TX 77351
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN
   8105 MOORES LN
   BRENTWOOD, TN 37027
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN
   3134 N 11TH ST
   BISMARCK, ND 58503
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   10203 BIRCHRIDGE DR
   HUMBLE, TX 77338
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   8154 AGORA PARKWAY
   SELMA, TX 78154
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
   6587 VENTURA BLVD
   VENTURA, CA 93003
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   27564 SIERRA HWY
   CANYON COUNTRY, CA 91351
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   3394 TYLER ST
   RIVERSIDE, CA 92503
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   23762-B MERCURY RD
   LAKE FOREST, CA 92630
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   18420 HAWTHORNE BLVD
   TORRANCE, CA 90504
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   659 W ARROW HWY
   SAN DIMAS, CA 91773
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   4411 MERCURY
   SAN DIEGO, CA 92111
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   27250 MADISON AVE
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 5 of 18

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
TEMECULA, CA 92590
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   13785 PARK AVE
   VICTORVILLE, CA 92392
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   43529 13 ST
   LANCASTER, CA 93534
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   3462 KATELLA ST
   LOS ALAMITOS, CA 90720
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   7020 TOPANGA CANYON BLVD
   CANOGA PARK, CA 91303
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   6322 W SAHARA AVE
   LAS VEGAS, NV 89146
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
    4250 E BONANZA AVE
   LAS VEGAS, NV 89110
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN STORE #14
   3902 13TH AVE SW
   FARGO, ND 58103
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   607 N TUSTIN AVE
   ORANGE, CA 92867
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1414 W 7TH ST
   UPLAND, CA 91786
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   464 E REDLANDS BLVD
   SAN BERNARDINO, CA 92408
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   2405 W VISTA WAY
   OCEANSIDE, CA 92054
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
    853 ARNELLE AVE
   EL CAJON, CA 92020
    	
 
    	
 
    
	
[***]
    	
 
    	
SOURCE ONE OFFICE PRODUCTS
   12434 BELLFLOWER BLVD
   DOWNEY, CA 90242
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   4670 CENTRAL WAY
   FAIRFIELD, CA 94534
    	
 
    	
 
    
	
[***]
    	
 
    	
BILLY BOB’S BOOT OUTLET   #24
   10246 W NATIONAL AVE
   MILWAUKEE, WI 53227
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN &   WORK STORE
   2431 E COLORADO BLVD
   SPEARFISH, SD 57783
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN &   WORK STORE
   510027 HIGHWAY 6 AND 24
   GLENWOOD SPRINGS, CO 81601
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   2309 HWY 79
   HENDERSON, TX 75654
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   1300 E PINECREST
    	
 
    	
[***]
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 6 of 18

 









 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS 
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
MARSHALL, TX 75670
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   327 S 24TH ST
   BILLINGS, MT 59102
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   3445 GULF FWY
   DICKINSON, TX 77539
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   7909 W CAMPO BELLO DR
   GLENDALE, AZ 85308
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE # 38
   506 N KIWANIS AVE
   SIOUX FALLS, SD 57104
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1208 20TH AVE SW
   MINOT, ND 58701
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   850 N MAIN ST
   VIDOR, TX 77662
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   1908 N FRAZIER ST
   CONROE, TX 77301
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   4123 GIBSON LN
   TEXARKANA, TX 75503
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   3429 DILLON DR
   PUEBLO, CO 81008
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   840 BIDDLE RD
   MEDFORD, OR 97504
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   4414 S COLLEGE AVE
   FORT COLLINS, CO 80525
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN % GEORGIA SMITH
   11853 LEBANON RD
   MOUNT JULIET, TN 37122
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN STORE #20
   4800 GOLF RD
   EAU CLAIRE, WI 54701
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
    830 S CAMINO DEL RIO
   DURANGO, CO 81301
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   1131 N BURLESON BLVD
   BURLESON, TX 76028
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   2221 NE 3RD ST
   BEND, OR 97701
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   3201 N HWY 75
   SHERMAN, TX 75090
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   2419 GILMER RD
   LONGVIEW, TX 75604
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN STORE 94
   1175 ADDISON AVE E
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 7 of 18

 











 

	
ACCOUNT
    	
 
    	
NAME   AND ADDRESS
    	
 
    	
Commodity   Tier **
    
	
 
    	
 
    	
TWIN FALLS, ID 83301
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN STORE 105
   2520 US HIGHWAY 441/27
   FRUITLAND PARK, FL 34731
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   3320 AMBASSADOR CAFFERY PKWY
   LAFAYETTE, LA 70506
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   10553 N MALL DR
   BATON ROUGE, LA 70809
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT BARN
   24421 KATY FWY
   KATY, TX 77494
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1710 S ALMA SCHOOL RD
   MESA, AZ 85210
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
   1340 SPRING ST
   PASO ROBLES, CA 93446
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #32
   3443 SW WILLISTON RD
   GAINESVILLE, FL 32608
    	
 
    	
[***]
    
	
[***]
    	
 
    	
BOOT BARN
   603 COLUSA AVE
   YUBA CITY, CA 95991
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN STORE 100
   51027 HIGHWAY 6 AND 24
   GLENWOOD SPRINGS, CO 81601
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN STORE #7
   386 N GARDEN
   BLOOMINGTON, MN 55425
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #18
   4400 SERGEANT RD
   SIOUX CITY, IA 51106
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #12
   1551 VALLEY WEST DR
   WEST DES MOINES, IA 50266
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #19
   1850 ADAMS ST
   MANKATO, MN 56001
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #17
   4201 W DIVISION ST
   SAINT CLOUD, MN 56301
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #10
   635 KIRKWOOD MALL
   BISMARCK, ND 58504
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #15
   2400 10TH ST SW
   MINOT, ND 58701
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #16
   2800 S COLUMBIA RD
   GRAND FORKS, ND 58201
    	
 
    	
[***]
    
	
[***]
    	
 
    	
RCC WESTERN STORE #8
   1180 CREEK DR
   RAPID CITY, SD 57703
    	
 
    	
[***]
    
	
[***]
    	
 
    	
WORK WAREHOUSE #27
   2255 HAINES AVE
    	
 
    	
[***]
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 8 of 18

 









 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
RAPID CITY, SD 57701
    	
 
    	
 
    
	
[***]   
    	
 
    	
RCC WESTERN STORE #38
   2805 W 41ST ST
   SIOUX FALLS, SD 57105
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
BOOT BARN
   4401 GRANITE DR
   ROCKLIN, CA 95677
    	
 
    	
 
    
	
[***]   
    	
 
    	
BASKIN/BOOT BARN
    725 E VILLA MARIA
   BRYAN, TX 77802
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
RCC WESTERN STORE #21
   800 N GREEN RIVER RD
   EVANSVILLE, IN 47715
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
RCC WESTERN WEAR
   3120 N OAK STREET EXT
   VALDOSTA, GA 31605
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   960 6TH STREET
   NORCO, CA 92860
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   10299 E STOCKTON BLVD
   ELK GROVE, CA 95624
    	
 
    	
 
    
	
[***]   
    	
 
    	
BASKIN/BOOT BARN
   4600 S MEDFORD DR
   LUFKIN, TX 75901
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
RCC WESTERN STORE #25
   405 OPRY HILLS DR
   NASHVILLE, TN 37214
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   5320 S FREEWAY PARK DR
   RIVERDALE, UT 84405
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1108 NW FRONTAGE RD
   TROUTDALE, OR 97060
    	
 
    	
 
    
	
[***]   
    	
 
    	
BASKIN/BOOT BARN
   3111 MIDWESTERN PKWY
   WICHITA FALLS, TX 76308
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN #177
   2201 MEMORIAL DR
   ALEXANDRIA, LA 71301
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1799 RETHERFORD ST ST
   TULARE, CA 93274
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1950 E 20 TH ST
   CHICO, CA 95928
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3300 BROADWAY
   EUREKA, CA 95501
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1705 HIGHWAY
   ANDERSON, CA 96007
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   285 W SHAW AVE
   CLOVIS, CA 93612
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   2225 PLAZA WAY
    	
 
    	
 
    


 




***   Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 9 of 18

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
MODESTO, CA 95350
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
   1445 SANTA ROSA AVE
   SANTA ROSA, CA 95404
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1928 N MAIN ST
   SALINAS, CA 93906
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1203 S CARSON
   CARSON CITY, NV 89701
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3345 KIETZKE LN
   RENO, NV 89502
    	
 
    	
 
    
	
[***]   
    	
 
    	
BASKIN/BOOT BARN
   28000 SW FREEWAY
   ROSENBERG, TX 77471
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT CORRAL #9
   6170 GRAND AVE
   GURNEE, IL 60031
    	
 
    	
[***] 
    
	
[***]   
    	
 
    	
BOOT BARN CORPORATE
   15776 LAGUNA CANYON RD
   IRVINE, CA 92618
    	
 
    	
[***] 
    
	
[***]   
    	
 
    	
BASKINS DEPT STORE #31
   9795 FM 1960
   HUMBLE, TX 77338
    	
 
    	
 
    
	
[***]   
    	
 
    	
BASKINS DEPT STORE #32
   6550 GARTH RD
   BAYTOWN, TX 77521
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   1955 S CASINO DR
   LAUGHLIN, NV 89029
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
   6210 SAN MATEO BLVD NE
   ALBUQUERQUE, NM 87109
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   6600 MENAUL BLVD NE
   ALBUQUERQUE, NM 87110
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3320 E STOCKTON HILL RD
   KINGMAN, AZ 86401
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3776 S 16TH AVE
   TUCSON, AZ 85713
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3719 N ORACLE RD
   TUCSON, AZ 85705
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   3500 E ROUTE 66
   FLAGSTAFF, AZ 86004
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN #0055
   284 W MARIPOSA RD
   NOGALES, AZ 85621
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   242 W 32ND ST
   YUMA, AZ 85364
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT BARN
   7321 PAV WAY
    	
 
    	
 
    


 




***   Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 10 of 18

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
PRESCOTT   VALLEY, AZ 86314
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
700   S TELSHOR BLVD
    	
 
    	
 
    
	
 
    	
 
    	
LAS   CRUCES, NM 88001
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2700   S WOODLANDS VILLAGE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
FLAGSTAFF,   AZ 86001
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2200   EL MERCADO LOOP
    	
 
    	
 
    
	
 
    	
 
    	
SIERRA   VISTA, AZ 85635
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
804   HIGHWAY 491
    	
 
    	
 
    
	
 
    	
 
    	
GALLUP,   NM 87301
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10701   NW CORRALES RD
    	
 
    	
 
    
	
 
    	
 
    	
ALBUQUERQUE,   NM 87114
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4250   CERRILLOS RD
    	
 
    	
 
    
	
 
    	
 
    	
SANTA   FE, NM 87507
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN #0067
    	
 
    	
 
    
	
 
    	
 
    	
4601   E MAIN ST
    	
 
    	
 
    
	
 
    	
 
    	
FARMINGTON,   NM 87402
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4481   S WHITE MOUNTAIN RD
    	
 
    	
 
    
	
 
    	
 
    	
SHOW   LOW, AZ 85901
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
6701   E BROADWAY BLVD
    	
 
    	
 
    
	
 
    	
 
    	
TUCSON,   AZ 85710
    	
 
    	
 
    


 

The following accounts shall have their activity committed as specified in Addendum B:

 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
 
    
	
Section 2:
    	
 
    	
 
    	
 
    	
 
    
	
[***]   
    	
 
    	
BOOT   BARN
   IRVINE, CA 92618
    	
 
    	
 
    


 




*If there is an account number for the same service included in another UPS agreement, such account number will be deemed deleted from such other agreement as of the effective date.

 

** The commodity tier displayed is for Hundredweight outbound [***]. For other Hundredweight Billing Options (third party, freight collect and consignee billing) please refer to the Hundredweight Service Contract Agreement.UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07).The stated commodity tier set forth in this Addendum supersedes the commodity tier set forth in any existing Hundredweight Service Contract Agreement between the parties.

 

UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07).

 




***   Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum A Page 11 of 18

 









 

	
Addendum B

Incentives
    	

    


 

All incentives contained in this Addendum B apply to the effective UPS rate at the time of shipment and shall be applied on a [***] basis unless otherwise specified. (1)

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -30
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
31 -150
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
151 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -5
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
6 -10
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
11 -20
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
21 -30
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
31 -150
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
151 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -3
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
4 -9
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
10 -70
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
71 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -16
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 12 of 18

 

 











 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Dimensional Weight

 

Dimensional Weight

 

UPS will apply the Dimensional Weight (Custom Divisor) factor below for any package shipped using the indicated service . All other services and/or zones not specified will be billed using the Dimensional Weight divisor set forth in the UPS Rate and Service Guide in effect at the time of shipment.

 

Custom Dimensional Weight Divisor : [***]

 

UPS reserves the right to re-evaluate the package characteristics and adjust the Dimensional Weight (Custom Divisor\ Custom Cubic Inch Threshold) accordingly upon 30 days written notice to Customer.

 

The incentives stated above are valid from July 20, 2013 to July 9, 2016.

 

[***] - Dimensional Weight

 

Dimensional Weight

 

UPS will apply the lower of either the Dimensional Weight Threshold factor below or the Dimensional Weight Threshold factor in effect at the time of shipping as indicated in the UPS SurePost Terms of Service, located at www.ups.com/content/us/en/preferred/lws_index.html. All shippers, services and zones not specified will be billed using the Dimensional Weight factor indicated in the UPS SurePost Terms of Service effective at the time of the shipment.

 

	
Dimensional
   Weight (Custom
   Cubic Inch
   Threshold) by
   Zone
    	
 
    
	
[***]
    	
 
    
	
[***]
    	
 
    


 

UPS reserves the right to re-evaluate the package characteristics and adjust the Dimensional Weight (Custom Divisor\ Custom Cubic Inch Threshold) accordingly upon 30 days written notice to Customer.

 

Portfolio Tier Incentive

 

Each eligible package will receive an incentive per the following schedule based on a [***] rolling average of eligible packages tendered to UPS. The band determination is based on the cumulative [***] (excluding accessorials and surcharges, unless otherwise specified). The incentives will be administered on a [***] basis.

 

	
 
    	
 
    	
Base Weekly   Transportation Charges Bands - ($)
    	
 
    
	
Service(s)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 13 of 18

 









 

	
 
    	
 
    	
Base   Weekly Transportation Charges Bands - ($)
    
	
Service(s)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]   
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

For the first [***] of this agreement, discounts per the schedule for eligible services will be applied based on [***].

 

After the first [***] of this agreement, [***] charges per [***] will be based on [***] through the [***]. Average [***] charges per [***] is defined as the [***] from eligible and committed services for the given time period divided by the number of [***] in the time period. 

 

The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B. 

 

For the purposes of determining the appropriate band of the customer, UPS will consider activity by the account numbers specified in Addendum A , Section 2.

 

Minimum Net Charge

 

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge. When applicable, Minimum net shipment charge is calculated by deducting the applicable amount (by zone) in the table below from the published list rate for the respective service.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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Service: [***] - Adjustment to the Rate Per Letter Per Zone ($)

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
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***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 14 of 18

 









 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($) 

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($) 

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
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Service: [***] - Adjustment to the Rate Per Shipment Per Zone ($)

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($) 

 

	
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Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($) 

 

	
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Service 
    	
 
    	
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***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 15 of 18

 









 

	
Service
    	
 
    	
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Zone
    	
 
    	
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Accessorials
    	
 
    	
Incentives
    
	
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The incentives stated above apply for the period July 20, 2013 through July 9, 2016.

 

	
Accessorials
    	
 
    	
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The incentives stated above apply for the period July 20, 2013 through June 6, 2043.

 

Destination Area Surcharge(s) - Incentives per Shipment

 

	
Service(s)
    	
 
    	
Country/
   Zone
    	
 
    	
Delivery Area -
   Extended
    	
 
    	
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Committed Services:

 

All Small Package Freight: Domestic and Export transportation charges from the following: [***] will be used to determine the customer’s incentive levels: [***].

 

All International Import:  Import transportation charges from the following: [***] will be used to determine the customer’s incentive levels: [***].

 

All UPS Freight(3): The following [***] will be used to determine the customer’s incentive levels: [***].

 

All UPS Ground with Freight Pricing: The following service(s) will be used to determine the band of the customer: [***].

 

Rate Cap Summary:

 

UPS and Customer have mutually agreed to a maximum rate increase amount on the Standard List Rates and minimum shipment charges in accordance with the terms set forth below. The maximum rate increase amount only applies to Standard List Rates and not to any other surcharges, accessorials or fees. Should UPS increase its Standard List Rates (hereinafter a “General Rate Increase”), Customer’s incentives in Addendum B will be evaluated to determine if they need to be adjusted upward to maintain the maximum increase as listed in the table below (hereinafter the “Rate Cap Percentage”).

 

Any applicable incentive adjustments will be calculated using the specific impact of the General Rate Increase on Customer’s volume distribution.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

 

P780025560 - 02

Addendum B Page 16 of 18

 









 

Customer’s volume distribution will be based on a sample of Customer’s business tendered to UPS. Should a statistically viable sampling not be available for a specific UPS product, UPS will calculate the applicable incentive adjustment using the announced General Rate Increase amount. If the General Rate Increase is used or if Customer’s actual shipping characteristics change, Customer’s effective rate increase may be greater or less than the Rate Cap Percentage.

 

If the incentive evaluation process determines that the Customer’s rate increase for a product is less than the Rate Cap Percentage, no adjustments to incentives will occur. Customer’s adjusted incentives, if any, will become Customer’s revised incentives and will apply to Customer thereafter. Notwithstanding anything to the contrary, the Rate Cap Percentage does not apply to any changes in additional charges. Additional charges are defined as fees for value added services, accessorial charges, other charges or surcharges.

 

When evaluating if any incentive adjustments are required as part of this agreement, UPS will adjust the Rate Cap Percentage to account for any changes in Standard List Rates that may occur as a result of an adjustment to the applicable fuel surcharge index. For example, if Customer’s rate cap is 5.0% and UPS increases Standard List Rates by an effective 6.0%, where 1.0% of the increase is part of a 1.0% net reduction in the fuel surcharge index, Customer will take the full 6.0% increase with the net effect being a 5.0% increase.

 

	
 
    	
 
    	
Year of Rate Increase
    	
 
    	
 
    	
 
    
	
Service(s)
    	
 
    	
2014
    	
 
    	
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** Minimum shipment charges are capped (the net minimum shipment charge will not increase more than the negotiated rate cap). For products not indicated any applicable minimum shipment charge will float based on changes to the Standard List Rates.

 

Electronic PLD Bonus

 

The incentives detailed earlier in this Agreement include an Electronic PLD bonus up to the amount defined in the table below. Shipments tendered via non-Electronic PLD will not receive this bonus. At no point will non-application of the bonus result in net rates that exceed the published rates in effect at the time of shipment. The bonus will be applicable to all shipments paid for by accounts in this agreement.

 

	
Service(s)
    	
 
    	
Electronic PLD Bonus
    	
 
    
	
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***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 17 of 18

 











 

	
Service(s)
    	
 
    	
Electronic PLD Bonus
    	
 
    
	
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The following methods of providing UPS shipment information will be considered non-electronic for this agreement: [***].

 

All other shipment information will be considered electronic PLD.

 




Notes:

 

(1)   Incentives are based on and derived from the most recently published Standard List Rates and adjusted periodically pursuant to the terms and conditions of the Carrier Agreement. Updated rate charts will be made available to Customer in January of subsequent contract years by contacting your UPS account executive. Rates applicable to UPS SurePost Service are set forth at www.ups.com/content/us/en/preferred/lws_index.html. Transportation charges for UPS SurePost packages will be included in any applicable Small Package Freight commitments.

(3)   For [***] services, the rolling average used to calculate the tier band will be based on [***] charges that will be one week behind the [***] charges used to calculate the tier.

[***]  Includes all available billing options and return services with the exception of [***] services. Please refer to the UPS Tariff/Terms and Conditions for additional information on available billing options.

[***]  Undeliverable Packages will be returned as specified in the UPS Terms and Conditions. Any incentives in effect at the time of shipment for the service in which an undeliverable package is shipped will be applied to the undeliverable package.

*  [***] is committed based on net [***] charges.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P780025560 - 02

Addendum B Page 18 of 18

 









 



 

Contract Carrier Agreement

Addendum C

Terms of Contract

 

Boot Barn, including all of its subsidiaries, (Customer) and United Parcel Service, Inc. (US) hereby agree that the UPS Carrier Agreement (P780025560), effective September 30, 2013, is amended as follows:

 

1.              Minimum Commitment Fee. In consideration of the rates and discounts provided to Customer under this Agreement, Customer agrees to designate UPS as Customer’s primary carrier of choice throughout the Term of this Agreement, and to tender to UPS a minimum volume of shipments to achieve an average of no less than [***] per [***] in gross Transportation Charges during any [***] period (“Minimum Commitment”), unless Customer’s shipping volume declines due to conditions outside Customer’s control.

 

If UPS determines that Customer has failed to meet the Minimum Commitment during any [***] period, UPS reserves the right to assess a one-time charge in the amount of [***].

 

2.              Early Termination Fee. If Customer terminates this Agreement during [***] of this Agreement, UPS reserves the right to assess an Early Termination Fee in the amount of [***]. Customer agrees that the incentives provided herein will not be made negotiable during the term of this Agreement.

 

3.              Divestiture. If Customer eliminates or divests itself of an Affiliate or Shipping Location during the Term of the Agreement, Customer shall immediately notify UPS in writing of such change. If such Affiliate or Shipping Location was eligible to receive the Incentives under this Agreement immediately prior to such divestment, UPS, in its sole discretion, may allow the divested Shipping Location or Affiliate to continue under this Agreement for a period not to exceed six (6) months (the “Transition Period”). At the end of the Transition Period and subject to any change in Customer’s Incentives based on changed shipping characteristics, UPS shall remove the divested Shipping Location or Affiliate from this Agreement and any amounts attributable to the divested Shipping Location or Affiliate shall be removed from Customer’s current Incentives calculation as set forth in the Agreement. UPS and Customer may also negotiate in good faith any related changes to Minimum Commitment Fee and Early Termination Fee.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

This contract offer is void if an executed copy is not returned to UPS by 10/05/13

Addendum C Page 1 of 2

 











 

 

4.              Acquisition. If during the Term of this Agreement, Customer acquires an Affiliate as defined herein or if Customer is acquired, the Affiliate may be added to this Agreement, subject to UPS’s approval, within ninety (90) days of Customer’s written request to add such Affiliate and subject to any change in Customer’s Incentives based on changed shipping characteristics.

 

Assignment. Neither party may assign, sell, transfer, or otherwise dispose of, whether voluntarily or involuntarily, by merger, change of control, or corporate reorganization, by operation of law or otherwise, this Agreement, or any of its rights or obligations without the prior written consent of the other party, which consent will not be unreasonably withheld. In the event customer sells substantially all of its assets or sells the majority of its ownership interests to a single unrelated third party, the Early Termination Fee would not be assessed provided that UPS is maintained as the primary carrier of choice for Customers business for the duration of the agreement. Except as otherwise provided herein, any attempted assignment, sale, transfer, or other disposition by a party without the prior written consent of the other party shall be void and without force or effect.

 

This addendum supersedes any previous addendum as of the effective date.

 

Unless expressly changed by this Amendment, all other terms and conditions of the Agreement will remain valid and enforceable. In the event of a conflict between this Amendment and the Agreement, this Amendment will prevail.

 

This offer is void if not accepted by October 5, 2013 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supersedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.

 

 

	
UNITED PARCEL SERVICE, INC
    	
 
    	
BOOT BARN
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Diana Knight
    	
 
    	
By:
    	
/s/   Paul Iacono
    
	
 
    	
(An   Authorized Representative)
    	
 
    	
 
    	
(An   Authorized Representative)
    
	
Print   Name:
    	
Diana   Knight
    	
 
    	
Print   Name:
    	
Paul   Iacono
    
	
Title:
    	
AE
    	
 
    	
Title:
    	
CFO
    
	
Address:
    	
1331 S.   Vernon
    	
 
    	
Address:
    	
15776   Laguna Canyon
    
	
 
    	
Anaheim,   CA 92805
    	
 
    	
 
    	
Irvine,   CA 92618
    
	
Date   Signed:
    	
9-25-2013
    	
 
    	
Date   Signed:
    	
9-25-2013
    


 

	
 
    	
 
    	
Effective Date:
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

This contract offer is void if an executed copy is not returned to UPS by 10/05/13

Addendum C Page 2 of 2

 











 

Addendum to Carrier Agreement

Between

Boot Barn and United Parcel Service Inc.

 

Boot Barn (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”) here by agree that the Carrier Agreement - P780025560 (the “Agreement”) is hereby amended by this addendum (“Addendum”) as of the date set forth below which shall be the effective date (the “Effective Date”). The Addendum supersedes any prior amendments or addenda and is incorporated into and made part of the Agreement to the extent any provisions of this Addendum are inconsistent with, conflict with, or vary from the provisions of the Agreement, the provisions of this Addendum shall control. Terms not defined in this Addendum shall have the meaning set forth in the Agreement. All other terms and conditions of the Agreement shall continue in full force and effect except as modified herein.

 

The following is added to the Agreement:

 

All incentives contained in this Addendum apply to the effective UPS rate at the time of shipment and shall be applied on a [***] basis unless otherwise specified.

 

1.   Change of bid number. For purposes of adding freight collect, third party and return service billing options to the incentive structure of the current agreement, a new bid number (P050025848) will be implemented as of the effective date of this Addendum.

 

2.   Freight Collect, Third Party and Return Service billing options. Freight collect, third party and return service billing options are added to the Agreement and eligible for incentives as of the effective date of this Addendum for services included in the Agreement.

 

3.   Freight Collect, Third Party and Return services committed. All base transportation freight collect, third party and return service revenues for committed services in the Agreement will be included to determine the band.

 

This offer is void if not accepted by November 6, 2013 (“Deadline”). Customer may accept Addendum by providing a duly signed copy of this Addendum to UPS by the Deadline. This Addendum supersedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.

 

 

	
UPS  

United Parcel   Service, Inc
    	
 
    	
Customer 

Boot Barn
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Diana Knight
    	
 
    	
By:
    	
/s/ Donald Petersen
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
AE
    	
 
    	
Title:
    	
Vice President, Supply Chain
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Address:
    	
1331 S. Vernon
    	
 
    	
Address:
    	
15776 Laguna Canyon Rd.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
Anaheim, CA 92805
    	
 
    	
 
    	
Irvine, CA
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date   Signed:
    	
10/25/13
    	
 
    	
Date   Signed:
    	
10/25/13
    


 

	
 
    	
 
    	
Effective Date:
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 




 






 

	
Carrier Agreement
    	

    


 

This Agreement (“Agreement”) is made and entered into by and between Boot Barn (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).

 

Pricing. UPS will provide the pickup and delivery services (“Services”) as set forth below subject to the terms of this Agreement. These Services will be provided with the incentives (“Incentives”) as also set forth below. These Incentives shall only be available to the locations and account numbers approved and identified in Addendum A. Account numbers of Customer and its affiliates, each of which is more than fifty percent (50.0%) owned by Customer, may be added or deleted only by mutual written agreement of Customer and UPS and require seven (7) business days notice to UPS to become effective. Customer is prohibited from reselling or offering Incentives to any other party without the prior written consent of UPS and failure to comply with this prohibition may result in immediate cancellation of this Agreement.

 

Customer acknowledges and agrees that the Incentives and the minimum rates in Addendum B are based on and derived from the most recently published UPS Standard List Rates available at www.ups.com and are subject to change based on changes to such list rates. Each eligible package (or shipment) and accessorial will receive its applicable Incentive for the term of this Agreement. Incentives are applied on a [***] basis unless otherwise specified. Incentives shall be applied to [***] outbound shipments unless otherwise noted. This Agreement will be subject to periodic review by UPS for Customer compliance.

 

Automation. Customer agrees to supply the UPS Service Provider with a hard copy summary manifest at the time that the packages are tendered to UPS for shipment and provide UPS with Timely Upload of electronic Package Level Detail (“PLD”) in a form acceptable to UPS. PLD includes, but is not limited to, consignee’s full name, complete delivery address, package weight and zone. Timely Upload is defined as the electronic transmission of PLD to UPS at the time the packages are tendered to UPS. Customer agrees to provide smart labels on all packages tendered to UPS. A smart label, as defined herein and described in the current UPS Guide to Labeling, which may be updated from time to time by UPS, includes, but is not limited to, a MaxiCode, Postal Bar Code, current UPS Routing Code, appropriate UPS Service Icon and a UPS 1Z Tracking Number Bar Code. Customer further agrees that all shipping locations will use a UPS OnLine or OnLine compatible shipping solution that is approved and authorized by UPS as such.

 

Payment Terms. Customer agrees that all invoices will be paid by Electronic Funds Transfer or by check prior to the agreed upon due date. If the payment method changes during the life of this agreement, UPS reserves the right to reevaluate these incentives and adjust accordingly.

 

SurePost. Rates applicable to UPS SurePost Service are set forth at www.ups.com/content/us/en/preferred/lws_index.html.

 

Service. All Services provided by UPS shall be pursuant to the UPS Rate and Service Guide and UPS Tariff/Terms and Conditions of Service in effect at the time of shipping, each of which are incorporated herein by reference and which may be subject to change without prior notice and which, together with this Agreement, are the entire agreement and understanding between Customer and UPS relating to the relationship under this Agreement, superseding all prior or contemporaneous agreements or understandings. UPS SurePost Service is provided pursuant to the UPS SurePost Terms of Service, located at www.ups.com/content/us/en/preferred/lws_index.html, which are also incorporated herein by this reference.

 

Confidentiality. Customer and UPS agree to maintain the confidentiality of this Agreement including its rates, terms and incentives (“Confidential Information”) unless disclosure is required by law. Customer agrees not to post or publicly display this Confidential Information.

 

Offer Expiration and Prior Agreements. This offer is void if not accepted by February 9, 2014 (“Deadline”). Customer may accept Agreement by providing a duly signed copy of this Agreement to UPS by the Deadline. This Agreement supersedes all other agreements between the Customer and UPS regarding these Services. This Agreement is hereby signed and executed by authorized representatives of both parties.

 

Term. The Incentives contained in this Agreement take effect on the Monday following the signing of this Agreement or the Effective Date, whichever is later and continue until terminated by either party. Either party may terminate this Agreement at any time upon 30 days prior written notice to the other. In addition to these termination rights, UPS shall have the right to terminate the UPS SurePost Service Incentive Program set forth herein immediately (i) if Customer fails to comply with any term of the UPS SurePost , or (ii) if the US Postal Service eliminates or changes the terms under which it provides the Lightweight Parcel Select Service for packages tendered pursuant to UPS SurePost.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Carrier Agreement Page 1 of 20

 









 

	
Addendum A
   List of Account Numbers
    	

    


 

Boot Barn’s UPS accounts identified below shall be included in the Agreement.

The following accounts shall have their activity committed and are eligible for incentives as specified in Addendum B:

 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
Section 1 :
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #164
    	
 
    	
 
    
	
 
    	
 
    	
120   HIGHWAY 332
    	
 
    	
 
    
	
 
    	
 
    	
LAKE   JACKSON, TX 77566
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN CORPORATE
    	
 
    	
[***]
    
	
 
    	
 
    	
15776   LAGUNA CANYON RD
    	
 
    	
 
    
	
 
    	
 
    	
IRVINE,   CA 92618
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN HR
    	
 
    	
 
    
	
 
    	
 
    	
15776   LAGUNA CANYON RD
    	
 
    	
 
    
	
 
    	
 
    	
IRVINE,   CA 92618
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1951   S 25TH E
    	
 
    	
 
    
	
 
    	
 
    	
AMMON, ID   83406
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN
    	
 
    	
[***]
    
	
 
    	
 
    	
240   LONG HOLLOW PIKE
    	
 
    	
 
    
	
 
    	
 
    	
GOODLETTSVILLE,   TN 37072
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 132
    	
 
    	
 
    
	
 
    	
 
    	
3662   BROOKS ST
    	
 
    	
 
    
	
 
    	
 
    	
MISSOULA,   MT 59801
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 134
    	
 
    	
 
    
	
 
    	
 
    	
2651   W 29TH ST
    	
 
    	
 
    
	
 
    	
 
    	
GREELEY,   CO 80631
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 133
    	
 
    	
 
    
	
 
    	
 
    	
8698   E RAINTREE ST
    	
 
    	
 
    
	
 
    	
 
    	
SCOTTSDALE,   AZ 85260
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 0136
    	
 
    	
 
    
	
 
    	
 
    	
2020   GUNBARRELL RD
    	
 
    	
 
    
	
 
    	
 
    	
CHATTANOOGA,   TN 37421
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKINS/BOOT   BARN STORE 183
    	
 
    	
 
    
	
 
    	
 
    	
127   NORTHSHORE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
SLIDELL,   LA 70460
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1681   3RD AVE W
    	
 
    	
 
    
	
 
    	
 
    	
DICKINSON,   ND 58601
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #11
    	
 
    	
[***]
    
	
 
    	
 
    	
320   W KIMBERLY RD
    	
 
    	
 
    
	
 
    	
 
    	
DAVENPORT, IA   52806
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
7265   LAS VEGAS BLVD S
    	
 
    	
 
    
	
 
    	
 
    	
LAS   VEGAS, NV 89119
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1460   W WINNEMUCCA BLVD
    	
 
    	
 
    
	
 
    	
 
    	
WINNEMUCCA,   NV 89445
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1518   CAPITAL AVE
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 2 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier ** 
    
	
 
    	
 
    	
CHEYENNE,   WY 82001
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4519   FRONTIER MALL DR
    	
 
    	
 
    
	
 
    	
 
    	
CHEYENNE,   WY 82009
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1400   DEL RANGE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
CHEYENNE,   WY 82009
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
158   N 3RD
    	
 
    	
 
    
	
 
    	
 
    	
LARAMIE,   WY 82072
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1625   STAMPEDE DR
    	
 
    	
 
    
	
 
    	
 
    	
CODY,   WY 82414
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1683   SUNSET
    	
 
    	
 
    
	
 
    	
 
    	
ROCK   SPRINGS, WY 82901
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
150   N MAIN
    	
 
    	
 
    
	
 
    	
 
    	
SHERIDAN,   WY 82801
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2610   S DOUGLAS HWY
    	
 
    	
 
    
	
 
    	
 
    	
GILLETTE,   WY 82718
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3510   E 2ND ST
    	
 
    	
 
    
	
 
    	
 
    	
CASPER,   WY 82609
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
727   N FEDERAL
    	
 
    	
 
    
	
 
    	
 
    	
RIVERTON,   WY 82501
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1850   HARRISON BLVD
    	
 
    	
 
    
	
 
    	
 
    	
EVANSTON,   WY 82930
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
840   W BROADWAY
    	
 
    	
 
    
	
 
    	
 
    	
JACKSON,   WY 83002
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT BARN
    	
 
    	
 
    
	
 
    	
 
    	
1920 E ELKO
    	
 
    	
 
    
	
 
    	
 
    	
ELKO, NV 89801
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2539   ESPLANADE RD
    	
 
    	
 
    
	
 
    	
 
    	
CHICO,   CA 95973
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #169
    	
 
    	
 
    
	
 
    	
 
    	
1220   AIRLINE RD
    	
 
    	
 
    
	
 
    	
 
    	
CORPUS   CHRISTI, TX 78412
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
3913   BUCK OWENS BLVD
    	
 
    	
 
    
	
 
    	
 
    	
BAKERSFIELD,   CA 93308
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
101   S BROADWAY
    	
 
    	
 
    
	
 
    	
 
    	
SANTA   MARIA, CA 93454
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #184
    	
 
    	
 
    
	
 
    	
 
    	
7544   MEMORIAL BLVD
    	
 
    	
 
    
	
 
    	
 
    	
PORT   ARTHUR, TX 77642
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC/BOOT   BARN STORE 126
    	
 
    	
[***]
    
	
 
    	
 
    	
8111   CONCORD MILLS BLVD
    	
 
    	
 
    
	
 
    	
 
    	
CONCORD,   NC 28027
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
12915   MONTEREY HWY
    	
 
    	
 
    
	
 
    	
 
    	
SAN   MARTIN, CA 95046
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
521   6TH STREET
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 3 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
TURLOCK,   CA 95380
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #160
    	
 
    	
[***]
    
	
 
    	
 
    	
327   S WHEELER ST
    	
 
    	
 
    
	
 
    	
 
    	
JASPER,   TX 75951
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 85
    	
 
    	
 
    
	
 
    	
 
    	
5720   N ACADEMY BLVD
    	
 
    	
 
    
	
 
    	
 
    	
COLORADO   SPRINGS, CO 80918
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN/INTERNET
    	
 
    	
[***]
    
	
 
    	
 
    	
15776   LAGUNA CANYON RD
    	
 
    	
 
    
	
 
    	
 
    	
IRVINE,   CA 92618
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #175
    	
 
    	
 
    
	
 
    	
 
    	
2990   E PRIEN LAKE RD
    	
 
    	
 
    
	
 
    	
 
    	
LAKE   CHARLES, LA 70615
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC E WAREHOUSE
    	
 
    	
 
    
	
 
    	
 
    	
115 KERMIT LN
    	
 
    	
 
    
	
 
    	
 
    	
RAPID   CITY, SD 57703
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
4530   S BROADWAY
    	
 
    	
 
    
	
 
    	
 
    	
TYLER,   TX 75703
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10910   OLSON DR
    	
 
    	
 
    
	
 
    	
 
    	
RANCHO   CORDOVA, CA 95670
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2424   HIGHWAY 6 & 50 DR
    	
 
    	
 
    
	
 
    	
 
    	
GRAND   JUNCTION, CO 81505
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #171
    	
 
    	
 
    
	
 
    	
 
    	
240   N NEW RD
    	
 
    	
 
    
	
 
    	
 
    	
WACO,   TX 76710
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
3801   NORTH ST
    	
 
    	
 
    
	
 
    	
 
    	
NACOGDOCHES,   TX 75965
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN STORE 158
    	
 
    	
[***]
    
	
 
    	
 
    	
118   COL. ETHERIDGE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
HUNTSVILLE,   TX 77340
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #154
    	
 
    	
[***]
    
	
 
    	
 
    	
620   PAN AMERICAN DR
    	
 
    	
 
    
	
 
    	
 
    	
LIVINGSTON,   TX 77351
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
1001   N MAIN
    	
 
    	
 
    
	
 
    	
 
    	
LIBERTY,   TX 77575
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
620   PAN AMERICAN DR
    	
 
    	
 
    
	
 
    	
 
    	
LIVINGSTON,   TX 77351
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN
    	
 
    	
 
    
	
 
    	
 
    	
8105   MOORES LN
    	
 
    	
 
    
	
 
    	
 
    	
BRENTWOOD,   TN 37027
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN
    	
 
    	
 
    
	
 
    	
 
    	
3134   N 11TH ST
    	
 
    	
 
    
	
 
    	
 
    	
BISMARCK,   ND 58503
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10203   BIRCHRIDGE DR
    	
 
    	
 
    
	
 
    	
 
    	
HUMBLE,   TX 77338
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #173
    	
 
    	
 
    
	
 
    	
 
    	
8154   AGORA PARKWAY
    	
 
    	
 
    
	
 
    	
 
    	
SELMA,   TX 78154
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
6587   VENTURA BLVD
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

 

P050025848

Addendum A Page 4 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
VENTURA,   CA 93003
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
27564   SIERRA HWY
    	
 
    	
 
    
	
 
    	
 
    	
CANYON   COUNTRY, CA 91351
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3394   TYLER ST
    	
 
    	
 
    
	
 
    	
 
    	
RIVERSIDE,   CA 92503
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
23762-B   MERCURY RD
    	
 
    	
 
    
	
 
    	
 
    	
LAKE   FOREST, CA 92630
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
18420   HAWTHORNE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
TORRANCE,   CA 90504
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
659   W ARROW HWY
    	
 
    	
 
    
	
 
    	
 
    	
SAN   DIMAS, CA 91773
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4411   MERCURY
    	
 
    	
 
    
	
 
    	
 
    	
SAN   DIEGO, CA 92111
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
27250   MADISON AVE
    	
 
    	
 
    
	
 
    	
 
    	
TEMECULA,   CA 92590
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
13785   PARK AVE
    	
 
    	
 
    
	
 
    	
 
    	
VICTORVILLE,   CA 92392
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
43529   13 ST
    	
 
    	
 
    
	
 
    	
 
    	
LANCASTER,   CA 93534
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3462   KATELLA ST
    	
 
    	
 
    
	
 
    	
 
    	
LOS   ALAMITOS, CA 90720
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
7020   TOPANGA CANYON BLVD
    	
 
    	
 
    
	
 
    	
 
    	
CANOGA   PARK, CA 91303
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
6322   W SAHARA AVE
    	
 
    	
 
    
	
 
    	
 
    	
LAS   VEGAS, NV 89146
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4250   E BONANZA AVE
    	
 
    	
 
    
	
 
    	
 
    	
LAS   VEGAS, NV 89110
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #14
    	
 
    	
[***]
    
	
 
    	
 
    	
3902   13TH AVE SW
    	
 
    	
 
    
	
 
    	
 
    	
FARGO,   ND 58103
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
607   N TUSTIN AVE
    	
 
    	
 
    
	
 
    	
 
    	
ORANGE,   CA 92867
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1414   W 7TH ST
    	
 
    	
 
    
	
 
    	
 
    	
UPLAND,   CA 91786
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
464   E REDLANDS BLVD
    	
 
    	
 
    
	
 
    	
 
    	
SAN   BERNARDINO, CA 92408
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2405   W VISTA WAY
    	
 
    	
 
    
	
 
    	
 
    	
OCEANSIDE,   CA 92054
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
853   ARNELLE AVE
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 5 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
EL   CAJON, CA 92020
    	
 
    	
 
    
	
[***]
    	
 
    	
SOURCE   ONE OFFICE PRODUCTS
    	
 
    	
 
    
	
 
    	
 
    	
12434   BELLFLOWER BLVD
    	
 
    	
 
    
	
 
    	
 
    	
DOWNEY,   CA 90242
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4670   CENTRAL WAY
    	
 
    	
 
    
	
 
    	
 
    	
FAIRFIELD,   CA 94534
    	
 
    	
 
    
	
[***]
    	
 
    	
BILLY   BOB’S BOOT OUTLET #24
    	
 
    	
[***]
    
	
 
    	
 
    	
10246   W NATIONAL AVE
    	
 
    	
 
    
	
 
    	
 
    	
MILWAUKEE,   WI 53227
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN & WORK STORE
    	
 
    	
 
    
	
 
    	
 
    	
2431   E COLORADO BLVD
    	
 
    	
 
    
	
 
    	
 
    	
SPEARFISH,   SD 57783
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC/BOOT   BARN STORE 100
    	
 
    	
 
    
	
 
    	
 
    	
51027   HIGHWAY 6 AND 24
    	
 
    	
 
    
	
 
    	
 
    	
GLENWOOD   SPRINGS, CO 81601
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
2309   HWY 79
    	
 
    	
 
    
	
 
    	
 
    	
HENDERSON,   TX 75654
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #159
    	
 
    	
[***]
    
	
 
    	
 
    	
1300   E PINECREST
    	
 
    	
 
    
	
 
    	
 
    	
MARSHALL,   TX 75670
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
327   S 24TH ST
    	
 
    	
 
    
	
 
    	
 
    	
BILLINGS,   MT 59102
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
3445   GULF FWY
    	
 
    	
 
    
	
 
    	
 
    	
DICKINSON,   TX 77539
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
7909   W CAMPO BELLO DR
    	
 
    	
 
    
	
 
    	
 
    	
GLENDALE,   AZ 85308
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE # 38
    	
 
    	
 
    
	
 
    	
 
    	
506   N KIWANIS AVE
    	
 
    	
 
    
	
 
    	
 
    	
SIOUX   FALLS, SD 57104
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1208   20TH AVE SW
    	
 
    	
 
    
	
 
    	
 
    	
MINOT,   ND 58701
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
850   N MAIN ST
    	
 
    	
 
    
	
 
    	
 
    	
VIDOR,   TX 77662
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
1908   N FRAZIER ST
    	
 
    	
 
    
	
 
    	
 
    	
CONROE,   TX 77301
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #172
    	
 
    	
 
    
	
 
    	
 
    	
4123   GIBSON LN
    	
 
    	
 
    
	
 
    	
 
    	
TEXARKANA,   TX 75503
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3429   DILLON DR
    	
 
    	
 
    
	
 
    	
 
    	
PUEBLO,   CO 81008
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
840   BIDDLE RD
    	
 
    	
 
    
	
 
    	
 
    	
MEDFORD,   OR 97504
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4414   S COLLEGE AVE
    	
 
    	
 
    
	
 
    	
 
    	
FORT   COLLINS, CO 80525
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN % GEORGIA SMITH
    	
 
    	
 
    
	
 
    	
 
    	
11853   LEBANON RD
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 6 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
MOUNT   JULIET, TN 37122
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #20
    	
 
    	
[***]
    
	
 
    	
 
    	
4800   GOLF RD
    	
 
    	
 
    
	
 
    	
 
    	
EAU   CLAIRE, WI 54701
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
830   S CAMINO DEL RIO
    	
 
    	
 
    
	
 
    	
 
    	
DURANGO,   CO 81301
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #174
    	
 
    	
 
    
	
 
    	
 
    	
1131   N BURLESON BLVD
    	
 
    	
 
    
	
 
    	
 
    	
BURLESON,   TX 76028
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2221   NE 3RD ST
    	
 
    	
 
    
	
 
    	
 
    	
BEND,   OR 97701
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #168
    	
 
    	
 
    
	
 
    	
 
    	
3201   N HWY 75
    	
 
    	
 
    
	
 
    	
 
    	
SHERMAN,   TX 75090
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #166
    	
 
    	
 
    
	
 
    	
 
    	
2419   GILMER RD
    	
 
    	
 
    
	
 
    	
 
    	
LONGVIEW,   TX 75604
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 94
    	
 
    	
 
    
	
 
    	
 
    	
1175   ADDISON AVE E
    	
 
    	
 
    
	
 
    	
 
    	
TWIN   FALLS, ID 83301
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 105
    	
 
    	
[***]
    
	
 
    	
 
    	
2520   US HIGHWAY 441/27
    	
 
    	
 
    
	
 
    	
 
    	
FRUITLAND   PARK, FL 34731
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3320   AMBASSADOR CAFFERY PKWY
    	
 
    	
 
    
	
 
    	
 
    	
LAFAYETTE,   LA 70506
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10553   N MALL DR
    	
 
    	
 
    
	
 
    	
 
    	
BATON   ROUGE, LA 70809
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
24421   KATY FWY
    	
 
    	
 
    
	
 
    	
 
    	
KATY,   TX 77494
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1710   S ALMA SCHOOL RD
    	
 
    	
 
    
	
 
    	
 
    	
MESA,   AZ 85210
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
1340   SPRING ST
    	
 
    	
 
    
	
 
    	
 
    	
PASO   ROBLES, CA 93446
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC/BOOT   BARN STORE 108
    	
 
    	
[***]
    
	
 
    	
 
    	
3443   SW WILLISTON RD
    	
 
    	
 
    
	
 
    	
 
    	
GAINESVILLE,   FL 32608
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
603   COLUSA AVE
    	
 
    	
 
    
	
 
    	
 
    	
YUBA   CITY, CA 95991
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC WESTERN STORE #7
    	
 
    	
[***]
    
	
 
    	
 
    	
386 N GARDEN
    	
 
    	
 
    
	
 
    	
 
    	
BLOOMINGTON, MN 55425
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #18
    	
 
    	
[***]
    
	
 
    	
 
    	
4400   SERGEANT RD
    	
 
    	
 
    
	
 
    	
 
    	
SIOUX   CITY, IA 51106
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #12
    	
 
    	
[***]
    
	
 
    	
 
    	
1551   VALLEY WEST DR
    	
 
    	
 
    
	
 
    	
 
    	
WEST   DES MOINES, IA 50266
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #19
    	
 
    	
[***]
    
	
 
    	
 
    	
1850   ADAMS ST
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 7 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
MANKATO,   MN 56001
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #17
    	
 
    	
[***]
    
	
 
    	
 
    	
4201   W DIVISION ST
    	
 
    	
 
    
	
 
    	
 
    	
SAINT   CLOUD, MN 56301
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #10
    	
 
    	
[***]
    
	
 
    	
 
    	
635   KIRKWOOD MALL
    	
 
    	
 
    
	
 
    	
 
    	
BISMARCK,   ND 58504
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #15
    	
 
    	
[***]
    
	
 
    	
 
    	
2400   10TH ST SW
    	
 
    	
 
    
	
 
    	
 
    	
MINOT,   ND 58701
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #16
    	
 
    	
[***]
    
	
 
    	
 
    	
2800   S COLUMBIA RD
    	
 
    	
 
    
	
 
    	
 
    	
GRAND   FORKS, ND 58201
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #8
    	
 
    	
[***]
    
	
 
    	
 
    	
1180   CREEK DR
    	
 
    	
 
    
	
 
    	
 
    	
RAPID   CITY, SD 57703
    	
 
    	
 
    
	
[***]
    	
 
    	
WORK   WAREHOUSE #27
    	
 
    	
[***]
    
	
 
    	
 
    	
2255   HAINES AVE
    	
 
    	
 
    
	
 
    	
 
    	
RAPID   CITY, SD 57701
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #38
    	
 
    	
[***]
    
	
 
    	
 
    	
2805   W 41ST ST
    	
 
    	
 
    
	
 
    	
 
    	
SIOUX   FALLS, SD 57105
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4401   GRANITE DR
    	
 
    	
 
    
	
 
    	
 
    	
ROCKLIN,   CA 95677
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #161
    	
 
    	
[***]
    
	
 
    	
 
    	
725   E VILLA MARIA
    	
 
    	
 
    
	
 
    	
 
    	
BRYAN,   TX 77802
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #21
    	
 
    	
[***]
    
	
 
    	
 
    	
800   N GREEN RIVER RD
    	
 
    	
 
    
	
 
    	
 
    	
EVANSVILLE, IN   47715
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN WEAR
    	
 
    	
 
    
	
 
    	
 
    	
3120   N OAK STREET EXT
    	
 
    	
 
    
	
 
    	
 
    	
VALDOSTA,   GA 31605
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
960   6TH STREET
    	
 
    	
 
    
	
 
    	
 
    	
NORCO,   CA 92860
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10299   E STOCKTON BLVD
    	
 
    	
 
    
	
 
    	
 
    	
ELK   GROVE, CA 95624
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN
    	
 
    	
[***]
    
	
 
    	
 
    	
4600   S MEDFORD DR
    	
 
    	
 
    
	
 
    	
 
    	
LUFKIN,   TX 75901
    	
 
    	
 
    
	
[***]
    	
 
    	
RCC   WESTERN STORE #25
    	
 
    	
 
    
	
 
    	
 
    	
405   OPRY HILLS DR
    	
 
    	
 
    
	
 
    	
 
    	
NASHVILLE,   TN 37214
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
5320   S FREEWAY PARK DR
    	
 
    	
 
    
	
 
    	
 
    	
RIVERDALE,   UT 84405
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1108   NW FRONTAGE RD
    	
 
    	
 
    
	
 
    	
 
    	
TROUTDALE,   OR 97060
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #176
    	
 
    	
 
    
	
 
    	
 
    	
3111   MIDWESTERN PKWY
    	
 
    	
 
    
	
 
    	
 
    	
WICHITA   FALLS, TX 76308
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #177
    	
 
    	
 
    
	
 
    	
 
    	
2201   MEMORIAL DR
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 8 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier ** 
    
	
 
    	
 
    	
ALEXANDRIA,   LA 71301
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1799   RETHERFORD ST ST
    	
 
    	
 
    
	
 
    	
 
    	
TULARE,   CA 93274
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3300   BROADWAY
    	
 
    	
 
    
	
 
    	
 
    	
EUREKA,   CA 95501
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1705   HIGHWAY
    	
 
    	
 
    
	
 
    	
 
    	
ANDERSON,   CA 96007
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
285   W SHAW AVE
    	
 
    	
 
    
	
 
    	
 
    	
CLOVIS,   CA 93612
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2225   PLAZA WAY
    	
 
    	
 
    
	
 
    	
 
    	
MODESTO,   CA 95350
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1445   SANTA ROSA AVE
    	
 
    	
 
    
	
 
    	
 
    	
SANTA   ROSA, CA 95404
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1928   N MAIN ST
    	
 
    	
 
    
	
 
    	
 
    	
SALINAS,   CA 93906
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1203   S CARSON
    	
 
    	
 
    
	
 
    	
 
    	
CARSON   CITY, NV 89701
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3345   KIETZKE LN
    	
 
    	
 
    
	
 
    	
 
    	
RENO,   NV 89502
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKIN/BOOT   BARN #167
    	
 
    	
 
    
	
 
    	
 
    	
28000   SW FREEWAY
    	
 
    	
 
    
	
 
    	
 
    	
ROSENBERG,   TX 77471
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   CORRAL #9
    	
 
    	
[***]
    
	
 
    	
 
    	
6170   GRAND AVE
    	
 
    	
 
    
	
 
    	
 
    	
GURNEE, IL   60031
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN CORPORATE
    	
 
    	
[***]
    
	
 
    	
 
    	
15776   LAGUNA CANYON RD
    	
 
    	
 
    
	
 
    	
 
    	
IRVINE,   CA 92618
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKINS/BOOT   BARN STORE 181
    	
 
    	
 
    
	
 
    	
 
    	
9795   FM 1960
    	
 
    	
 
    
	
 
    	
 
    	
HUMBLE,   TX 77338
    	
 
    	
 
    
	
[***]
    	
 
    	
BASKINS/BOOT   BARN STORE 182
    	
 
    	
 
    
	
 
    	
 
    	
6550   GARTH RD
    	
 
    	
 
    
	
 
    	
 
    	
BAYTOWN,   TX 77521
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN STORE 137
    	
 
    	
 
    
	
 
    	
 
    	
1183   EGLIN ST
    	
 
    	
 
    
	
 
    	
 
    	
RAPID   CITY, SD 57701
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
1955   S CASINO DR
    	
 
    	
 
    
	
 
    	
 
    	
LAUGHLIN,   NV 89029
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #20
    	
 
    	
 
    
	
 
    	
 
    	
6210   SAN MATEO BLVD NE
    	
 
    	
 
    
	
 
    	
 
    	
ALBUQUERQUE,   NM 87109
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
6600   MENAUL BLVD NE
    	
 
    	
 
    
	
 
    	
 
    	
ALBUQUERQUE,   NM 87110
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3320   E STOCKTON HILL RD
    	
 
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 9 of 20

 











 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
Commodity Tier **
    
	
 
    	
 
    	
KINGMAN,   AZ 86401
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3776   S 16TH AVE
    	
 
    	
 
    
	
 
    	
 
    	
TUCSON,   AZ 85713
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3719   N ORACLE RD
    	
 
    	
 
    
	
 
    	
 
    	
TUCSON,   AZ 85705
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
3500   E ROUTE 66
    	
 
    	
 
    
	
 
    	
 
    	
FLAGSTAFF,   AZ 86004
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #0055
    	
 
    	
 
    
	
 
    	
 
    	
284   W MARIPOSA RD
    	
 
    	
 
    
	
 
    	
 
    	
NOGALES,   AZ 85621
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
242   W 32ND ST
    	
 
    	
 
    
	
 
    	
 
    	
YUMA,   AZ 85364
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
7321   PAV WAY
    	
 
    	
 
    
	
 
    	
 
    	
PRESCOTT   VALLEY, AZ 86314
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
700   S TELSHOR BLVD
    	
 
    	
 
    
	
 
    	
 
    	
LAS   CRUCES, NM 88001
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2700   S WOODLANDS VILLAGE BLVD
    	
 
    	
 
    
	
 
    	
 
    	
FLAGSTAFF,   AZ 86001
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
2200   EL MERCADO LOOP
    	
 
    	
 
    
	
 
    	
 
    	
SIERRA   VISTA, AZ 85635
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
804   HIGHWAY 491
    	
 
    	
 
    
	
 
    	
 
    	
GALLUP,   NM 87301
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
10701   NW CORRALES RD
    	
 
    	
 
    
	
 
    	
 
    	
ALBUQUERQUE,   NM 87114
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4250   CERRILLOS RD
    	
 
    	
 
    
	
 
    	
 
    	
SANTA   FE, NM 87507
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN #0067
    	
 
    	
 
    
	
 
    	
 
    	
4601   E MAIN ST
    	
 
    	
 
    
	
 
    	
 
    	
FARMINGTON,   NM 87402
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
4481   S WHITE MOUNTAIN RD
    	
 
    	
 
    
	
 
    	
 
    	
SHOW   LOW, AZ 85901
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
6701   E BROADWAY BLVD
    	
 
    	
 
    
	
 
    	
 
    	
TUCSON,   AZ 85710
    	
 
    	
 
    


 

The following accounts shall have their activity committed as specified in Addendum B:

 

	
ACCOUNT
    	
 
    	
NAME AND ADDRESS
    	
 
    	
 
    
	
Section 2:
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
BOOT   BARN
    	
 
    	
 
    
	
 
    	
 
    	
IRVINE,   CA 92618
    	
 
    	
 
    


 




*If there is an account number for the same service included in another UPS agreement, such account number will be deemed deleted from such other agreement as of the effective date.

 

** The commodity tier displayed is for Hundredweight outbound [***]. For other Hundredweight Billing Options (third party, freight collect and consignee billing) please refer to the Hundredweight Service Contract Agreement.UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07).The stated commodity tier set forth in this Addendum supersedes the commodity tier set forth in 

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 10 of 20

 











 

any existing Hundredweight Service Contract Agreement between the parties.

 

UPS Hundredweight rates and incentives will only apply to UPS accounts with an active Hundredweight Tier (01-07).

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum A Page 11 of 20

 









 

	
Addendum B

Incentives
    	

    


 

All incentives contained in this Addendum B apply to the effective UPS rate at the time of shipment and shall be applied on a [***] basis unless otherwise specified. (1)

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -30
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
31 -150
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
151 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -5
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
6 -10
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
11 -20
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
21 -30
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
31 -150
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
151 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(lbs)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -3
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
4 -9
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
10 -70
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
71 and up
    	
 
    	
[***] 
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates

 

	
Weight
    	
 
    	
Zones
    	
 
    
	
(oz)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
1 -16
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Commitment levels for [***] are at least [***] in base transportation charges per [***].

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Incentives Off Effective Rates - [***]

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 12 of 20

 




 






 

[***] - Incentives Off Effective Rates - [***]

 

[***] - Dimensional Weight

 

Dimensional Weight

 

UPS will apply the Dimensional Weight (Custom Divisor) factor below for any package shipped using the indicated service . All other services and/or zones not specified will be billed using the Dimensional Weight divisor set forth in the UPS Rate and Service Guide in effect at the time of shipment.

 

Custom Dimensional Weight Divisor : [***]

 

UPS reserves the right to re-evaluate the package characteristics and adjust the Dimensional Weight (Custom Divisor\ Custom Cubic Inch Threshold) accordingly upon 30 days written notice to Customer.

 

The incentives stated above are valid from November 2, 2013 to September 24, 2016.

 

[***] - Dimensional Weight

 

Dimensional Weight

 

UPS will apply the lower of either the Dimensional Weight Threshold factor below or the Dimensional Weight Threshold factor in effect at the time of shipping as indicated in the UPS SurePost Terms of Service, located at www.ups.com/content/us/en/preferred/lws_index.html. All shippers, services and zones not specified will be billed using the Dimensional Weight factor indicated in the UPS SurePost Terms of Service effective at the time of the shipment.

 

Dimensional Weight (Custom Cubic Inch Threshold) by Zone

 

	
[***]
    
	
[***]
    


 

UPS reserves the right to re-evaluate the package characteristics and adjust the Dimensional Weight (Custom Divisor\ Custom Cubic Inch Threshold) accordingly upon 30 days written notice to Customer.

 

Portfolio Tier Incentive

 

Each eligible package will receive an incentive per the following schedule based on a [***] rolling average of eligible packages tendered to UPS. The band determination is based on the cumulative [***] (excluding accessorials and surcharges, unless otherwise specified). The incentives will be administered on a [***] basis.

 

	
 
    	
 
    	
Base Weekly Transportation Charges Bands - ($)
    	
 
    
	
Service(s)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 13 of 20

 











 

	
 
    	
 
    	
Base Weekly   Transportation Bands - ($)
    	
 
    
	
Service(s)
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Average [***] charges per [***] will be based on [***]. Average [***] charges per [***] is defined as the [***] charges per [***] from all eligible and committed services for the given time period divided by the number of [***] in the time period.

 

Incentives effective from January 4, 2014 to September 19, 2043. The following products will be included in determining the appropriate bands of the customer: Service(s) listed in Group(s) [***] of the Committed Services section at the end of the Addendum B.

 

For the purposes of determining the appropriate band of the customer, UPS will consider activity by the account numbers specified in Addendum A , Section 2.

 

Minimum Net Charge

 

For each shipment, Customer agrees to pay the greater of the (a) net shipment charge based on the above incentives or (b) the minimum net shipment charge. When applicable, Minimum net shipment charge is calculated by deducting the applicable amount (by zone) in the table below from the published list rate for the respective service.

 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
[***]
    
	
[***]
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

[***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

[***] - Adjustment to the Rate Per Letter Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 14 of 20

 









 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the Rate Per Letter Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

(Continued)

 

	
[***]
    	
 
    	
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[***]
    	
 
    	
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[***]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 15 of 20

 









 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from November 2, 2013 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

(Continued)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    	
 
    	
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[***]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Incentives effective from January 4, 2014 to September 19, 2043.

 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

Incentives effective from January 4, 2014 to September 19, 2043.




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 16 of 20

 




 






 

Service: [***] - Adjustment to the [***] Rate Per Shipment Per Zone ($)

 

	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    	
 
    


 

	
Service
    	
 
    	
Minimum
    Per
    	
 
    	
Zone
    	
 
    	
Base Rate
    	
 
    	
Adjustment
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Letter
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Letter
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Letter
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Letter
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from November 2, 2013 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from January 4, 2014 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from November 2, 2013 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
Incentives   effective from November 2, 2013 to September 19, 2043.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[***]
    	
 
    	
Package
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 

	
Accessorials
    	
 
    	
Incentives
    
	
[***]
    	
 
    	
[***]   Off Effective Rates
    


 

The incentives stated above apply for the period November 2, 2013 through September 24, 2016.

 

	
Accessorials
    	
 
    	
Incentives
    
	
[***]
    	
 
    	
[***]   Off Effective Rates
    
	
[***]
    	
 
    	
[***]   Off Effective Rates
    
	
[***]
    	
 
    	
[***]   Off Effective Rates
    


 

The incentives stated above apply for the period November 2, 2013 through September 19, 2043.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 17 of 20

 




 






 

[***] - Incentives per Shipment

 

	
Service(s)
    	
 
    	
Country/
   Zone
    	
 
    	
Delivery Area -
   Extended
    	
 
    	
Delivery Area
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]   Off
    	
 
    	
[***]   Off
    


 

Committed Services:

 

All Small Package Freight: Domestic and Export transportation charges from the following: [***] will be used to determine the customer’s incentive levels: [***].

 

All International Import:  Import transportation charges from the following:  [***] will be used to determine the customer’s incentive levels: [***].

 

All UPS Freight(3): The following [***] will be used to determine the customer`s incentive levels: [***].

 

All UPS Ground with Freight Pricing: The following service(s) will be used to determine the band of the customer: [***].

 

Rate Cap Summary:

 

UPS and Customer have mutually agreed to a maximum rate increase amount on the Standard List Rates and minimum shipment charges in accordance with the terms set forth below. The maximum rate increase amount only applies to Standard List Rates and not to any other surcharges, accessorials or fees. Should UPS increase its Standard List Rates (hereinafter a “General Rate Increase”), Customer’s incentives in Addendum B will be evaluated to determine if they need to be adjusted upward to maintain the maximum increase as listed in the table below (hereinafter the “Rate Cap Percentage”).

 

Any applicable incentive adjustments will be calculated using the specific impact of the General Rate Increase on Customer’s volume distribution. Customer’s volume distribution will be based on a sample of Customer’s business tendered to UPS. Should a statistically viable sampling not be available for a specific UPS product, UPS will calculate the applicable incentive adjustment using the announced General Rate Increase amount. If the General Rate Increase is used or if Customer’s actual shipping characteristics change, Customer’s effective rate increase may be greater or less than the Rate Cap Percentage.

 

If the incentive evaluation process determines that the Customer’s rate increase for a product is less than the Rate Cap Percentage, no adjustments to incentives will occur. Customer’s adjusted incentives, if any, will become Customer’s revised incentives and will apply to Customer thereafter. Notwithstanding anything to the contrary, the Rate Cap Percentage does not apply to any changes in additional charges. Additional charges are defined as fees for value added services, accessorial charges, other charges or surcharges.

 

When evaluating if any incentive adjustments are required as part of this agreement, UPS will adjust the Rate Cap Percentage to account for any changes in Standard List Rates that may occur as a result of an adjustment to the applicable fuel surcharge index. For example, if Customer’s rate cap is 5.0% and UPS increases Standard List Rates by an effective 6.0%, where 1.0% of the increase is part of a 1.0% net reduction in the fuel surcharge index, Customer will take the full 6.0% increase with the net effect being a 5.0% increase.

 

	
 
    	
 
    	
Year of Rate Increase
    
	
Service(s)
    	
 
    	
2014
    	
 
    	
2015
    	
 
    	
2016
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
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[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 18 of 20

 











 

	
 
    	
 
    	
Year of Rate Increase
    
	
Service(s)
    	
 
    	
2014
    	
 
    	
2015
    	
 
    	
2016
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
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[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    	
 
    	
[***]
    


 




** Minimum shipment charges are capped (the net minimum shipment charge will not increase more than the negotiated rate cap). For products not indicated any applicable minimum shipment charge will float based on changes to the Standard List Rates.

 

Electronic PLD Bonus

 

The incentives detailed earlier in this Agreement include an Electronic PLD bonus up to the amount defined in the table below. Shipments tendered via non-Electronic PLD will not receive this bonus. At no point will non-application of the bonus result in net rates that exceed the published rates in effect at the time of shipment. The bonus will be applicable to all shipments paid for by accounts in this agreement.

 

	
Service(s)
    	
 
    	
Electronic PLD Bonus
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

P050025848

Addendum B Page 19 of 20

 











 

	
Service(s)
    	
 
    	
Electronic PLD Bonus
    
	
[***]
    	
 
    	
[***]
    
	
[***]
    	
 
    	
[***]
    


 

The following methods of providing UPS shipment information will be considered non-electronic for this agreement: [***]. All other shipment information will be considered electronic PLD.

 




Notes:

 

(1)             Incentives are based on and derived from the most recently published Standard List Rates and adjusted periodically pursuant to the terms and conditions of the Carrier Agreement. Updated rate charts will be made available to Customer in January of subsequent contract years by contacting your UPS account executive. Rates applicable to UPS SurePost Service are set forth at www.ups.com/content/us/en/preferred/lws_index.html. Transportation charges for UPS SurePost packages will be included in any applicable Small Package Freight commitments.

(3)             For [***] services, the rolling average used to calculate the tier band will be based on [***] charges that will be one week behind the [***] charges used to calculate the tier.

[***]  Includes all available billing options and return services with the exception of [***] services. Please refer to the UPS Tariff/Terms and Conditions for additional information on available billing options.

[***]  The incentives will be extended to [***] where applicable for the zones listed.

[***]   The incentives will be extended to [***] where applicable for the zones listed.

[***]  Undeliverable Packages will be returned as specified in the UPS Terms and Conditions. Any incentives in effect at the time of shipment for the service in which an undeliverable package is shipped will be applied to the undeliverable package.

[***]  The incentives will be extended to [***] where applicable for the zones listed.

[***] The incentives will be extended to [***] where applicable for the zones listed.

*  [***] is committed based on net [***] charges.

 




***     Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

 

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Addendum B Page 20 of 20