OEU Schedule of Fees Charges and Rebates.docx

Schedule of Fees, Charges and Rebates Other Eligible Users June 16, 2015 | CONFIDENTIAL

EXHIBIT H

Submitted by:

Kristin Harrison | Director Global Treasury Solutions Bank Merrill Lynch T +850-561-5911 E Kristin.harrison@baml.com

Confidential | Bank of Authorized initials:

Date:

I. GENERAL PRODUCT FEES AND CHARGES

General Fees

· Overnight=$35.00

Corporate Billed Fees

Individual Billed Fees

If you make a transaction in currency other than U.S. dollars, Visa or MasterCard will convert the charge or credit into a U.S. dollar amount. The conversion rate on the processing date may differ from the rate on the date of your transaction.

The exchange rate used by Visa will either be (i) a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may differ from the rate Visa receives, or (ii) the government-mandated rate in effect for the central processing date. MasterCard will use an exchange rate of either (i) a wholesale market rate or (ii) a government-mandated rate. We may add a 2% fee to the U.S. dollar amount of any transaction that is made in foreign currency or that is made outside the United States even if you pay in U.S. dollars (the “International Transaction Fee”).

II. ELECTRONIC PRODUCTS SCHEDULE OF FEES AND CHARGES

Reporting and Data

Payment Center

Fee Waived

Data File Feeds To Customers / Third Parties:

· Statement Billing File

· EDI 811

· Visa Commercial Format (VCF)

· MC Commercial Data Format (CDF)

· 1099 & Socioeconomic Reporting Fee Waived

END OF SCHEDULES I AND II

III.

US SCHEDULE OF REBATES

(Cycle and Grace Days)

REBATE DEFINITIONS

Capitalized terms, which are not defined in this Section III have the meanings ascribed in the applicable Card Agreement.

“Calculation Period” means the twelve (12) month period commencing on the first day of the month after Bank receives a fully executed original of the Agreement and thereafter, each subsequent twelve (12) month period.

“Credit Losses” means any balances which remain unpaid by Other Eligible User, Participant or a Cardholder six (6) billing periods after the closing date on the Billing Statement in which the Transactions, fees and charges appeared for the reporting period.

“Cycle Days” means the number of days from the start of the billing period to the Billing Statement date.

“Grace Days” means the number of days after the Billing Statement closing date within which payment is due.

“Large Ticket Interchange (LTI) Transactions” means certain transactions which, based upon the type of merchant and/or transaction dollar amount, are subject to a Visa or MasterCard large ticket interchange program, as determined by and amended by Visa and MasterCard from time to time.

“Rebate Multiplier” means the multiplier corresponding to the Standard Transactions volume, Cycle Days and Grace Days as set forth in the Standard Transactions Rebate Multiplier Table below.

“Standard Transactions” means the Transaction Volume not meeting the criteria for Large Ticket Interchange Transactions.

“Total Credit Losses” means, for any Calculation Period, the sum of (i) Bank’s Credit Losses on the Card Accounts for the Calculation Period and (ii) Bank’s Credit Losses on the Card Accounts for any previous Calculation Period which have not been applied against any rebate payable under the Agreement.

“Transaction Volume” means, for any Calculation Period, the total dollar amount of purchase Transactions made with the Cards during the Calculation Period, less the total dollar amount of: returned purchases, credit adjustments, Transactions resulting from Unauthorized Use, and disputed charges. Cash advances and Convenience Checks are not included in Transaction Volume.

REBATE CONDITIONS

During the Calculation Period, the program must meet all of the following conditions in order to qualify for a rebate:

i. Other Eligible User and Participant pay Bank the total amount of the new balance shown as due on each Billing Statement on or before the Payment Due Date; and

ii. Other Eligible User and Participant complied with terms in this Agreement; and

iii. Calculation Period Transaction Volume meets the minimum volume requirement as set out in the Standard Transactions Rebate Multiplier Table; and

iv. The Agreement has not been terminated by either party prior to the completion of a rebate calculation period.

v. The four conditions above, together being the “Rebate Conditions”.

REBATE CALCULATION AND PAYMENT

In the event that all of the above Rebate Conditions are met with respect to the Calculation Period, Bank will pay a rebate to Other Eligible User, which shall be calculated at the end of the Calculation Period in accordance with the Standard Transactions Rebate Multiplier Table and using the following equation:

((Transaction Volume for Standard Transactions x Rebate Multiplier) + (Transaction Volume for Large Ticket Interchange Transactions x LTI Rebate Multiplier) – Total Credit Losses The Standard Transactions rebate multiplier will be determined based on the Calculation Period cumulative total of all Standard Transactions volume.

Payment of any rebate will be made by ACH credit or other means determined by Bank, within ninety (90) days following the end of the Calculation Period.

Should one or more of the above Rebate Conditions not be met, Bank will be under no obligation to pay any rebate, although Bank may, in its sole discretion, determine to pay a rebate in an amount determined by Bank. Bank’s payment of a rebate in such circumstance will in no way obligate Bank to pay a rebate with respect to any subsequent Calculation Period.

*Based on a 30/14 cycle and grace.

· For a 30/25 cycle and grace, reduce basis points by 6 points.

· For OEU program spend exceeding $10 million, faster speeds of pay are available:

· For a 30/7 cycle and grace, add 3 basis points.

· For a 14/7 cycle and grace, add 5 basis points.

Nothing in these schedules are intended to state a term for the Agreement. For the avoidance of doubt, any period of time set forth in the Schedules applies solely to pricing terms, but only to the extent the Agreement has not been terminated as set forth in the Agreement.

Notwithstanding anything to the contrary in the Agreement or any of its Schedules all fees, charges and rebates are subject to change upon 60 days’ prior written notice to you if, in connection with us providing this card program, or any Services to you:

1. An event external to us increases the cost or decreases the revenue to us;

1. There is any decrease to the interchange rates paid to us by a card network; or

1. There is an increase to funding costs due to interest rate changes;

1. There is any deterioration in your financial condition

END OF US SCHEDULE III

IV. ACKNOWLEDGEMENT

By signature of an authorized representative(s), you agree to the terms and conditions of this Schedule of Fees and Charges presented herein. This form must be signed in ink by an authorized representative(s) and submitted with the original signature to your Bank representative.

OTHER ELIGIBLE USER

Bank of America, N.A

Click here to enter text.

[OTHER ELIGIBLE USER NAME]

By:

(Signature)

By:

(Signature)

Name: Click here to enter text.

(Print or Type)

Name: Jeri Winkleblack

Title: Click here to enter text.

Title: Vice President

Date: Click here to enter text.

Date:

Authorized initials:

Date: 2