Gnited States Department of Justice Usited states Atomey bata Tamee ptm at iam a ray 1.2014 Aubrey B. Harwell, ‘Neal & Harvell, PLC Suite 2000 150 Fourth Avenue, North Nashville, TN 37219 Re: Pilot Travel Centers LLC, a/b Pilot Fiying J ‘Criminal Enforcement Agreement Dear Mr. Harwell: ‘The United Sates Attomey’s Office for the Easter Disret of Tennessee ("this Office”) and the United States Department of Justice (“DOI (collectively “the Government”), and Pilot ‘Travel Centers LLC, bia Pilot Flying J (the “Company"), by ts undersigned representatives, ‘and pursuant to authority granted by the Company's Board of Managers, enter into this Criminal Enforcement Agreement (the “Agreement"). The terms and conditions ofthis Agreement are as follows: ce of Res 1. "The Company acknowledges and agrees tht nthe event fa material reach of ‘his Agreement (as defined below), ths Office is prepared to file in the United Sates Disuet Court forthe astem District of Tenessee th one-cout cminal Information tached bereto as tachment A (he “Information”, charging the Company with conspiracy to commit mal ud and wire fraud in violation of Tle 18, United States Code, Section 1349, aising fom the Page 1 of 25‘Aubrey B. Harwell, I ‘Neal & Harwell, PLC July 10,2014 ‘Company's fullure to pay agreed-upon diesel price discounts to its customers. In so doing, the Company: (@) knowingly waives its right to indictment on tis charge &s wel as all rghts to a speedy tial pursuant tothe Fifth nd Sinth Amendments to the United States Constitution, Tile 18, United States Cade, Section 4161, and Fela Rule nf Criminal Process 48); and (6) ‘knowingly waives for purposes ofthis Agreement and any charges by the United States arising out ofthe conduct desctibed inthe attached Statement of Facts attached hereto as Attachment B (Ube “Statement of Facts) and incorporated by reference into this Agreement, any objection with respect fo venue, and further consents t the fling of the Information, as provided under the terms ofthis Agreement, in the United States Distriet Court for the Easter District of Tennessee. 2 The Company admits, accepts, and acknowledges that ii legally responsible for the seis ofits employees as alleged in the Information, and as set forth in the Statement of Facts and thatthe allegations described in the Information and the facts described in the Statement of Facts are true and accursie, Should this Office ultimately pursue the prosecution of the Company based upon the Company's breach ofthis Agreement as provided in Paragraphs 14 through 16 below, the Company agrees that it will neither contest the admissibility of nor contradict the Statement of Facts in any such proceeding, including without fimitaion any pretal proceeding, wal, guilty plea, or sentencing proceeding. Moreover, in the event of a material breach of this Agreement as provided in Paragraphs 14 through 16 below, this Office will ave the right to file the Information attached herct, andthe Company ages Hott ene it As used in the previous sentence, “material breach” shall be a breach, as determined by this Office in its soe diseretion, as described in Paragraphs 14(a), 14(t), or 14(c), ota substantial breach, as detecmined by this Office in its sole discretion, of the obligations described in Paragraph 14(@), Page 2 of 25Aubrey B. Harwell, Neal & Harwell, PLC July 10, 2014 ‘Term of the Agreement 3. The Company's obligations under this Agreement will continue for a period beginning onthe date on which the Agreement is signed by all parties hereto, and ending two (2) years after that date (‘he “Term, except forthe Company's comtinning obligations to cooperate set forth in Paragraph 6(0). However, the Company agrees that, in the event that this Office determines, in is sole discretion, thatthe Company has knowingly violated any provision ofthis ‘Agreement, an extension or extensions of the Term. of the Agroement may be imposed by this Office, in its sole discretion, for up to a total addtional time period of one year, without prejudice to this Offices right to proceed as provided in Paragraphs 2 above and 14 through 16 below. Any extension of the Agreement extends all terms of this Agreement. Conversely, inthe vent that this Office finds, ints sole discretion, thatthe provisions ofthis Agreement have been fully ssisfed, the Agreement may be temminated early, 4. The Goverment enters into this Agroement based on the individual facts and circumstances presented by this case and the Company, Among the ciscumstances considered were the following: “The Company hes accepted its responsibility forthe rminal actions ots employees andes agred 1 cooper filly purrant othe Agreement withthe investigation ing conducted by the United States Antony's Offs for he Paste Distt of Teonssee, Federal Bureau of Tovestiguion, and Intemal Revenue Servce-Criminal tnvestgaions (collectively “Federal Law Enforcement”); Page 3 0f25,