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EXHIBIT 10.1
[*] - Confidential Treatment Requested Pursuant to Rule 24b-2
TELECOM SERVICE AGREEMENT
THIS TELECOM SERVICE AGREEMENT (this "Agreement") is entered into this
27th day of January, 1999, by and between Park 'N View, Inc., a Delaware
corporation ("PNV"), with its headquarters at 00000 XX 00xx Xxxxxx, Xxxxx
Xxxxxxx, Xxxxxxx 00000 and TA Operating Corporation, a Delaware Corporation,
d/b/a Travel Centers of America ("TA"), with its headquarters at 00000 Xxxxxx
Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000.
WHEREAS, TA, itself or through its affiliates: (i) currently owns or
operates (or has entered into franchise agreements with certain entities
entitling them to operate) approximately 120 full-service travel plaza
truckstops which are located at the addresses listed on Schedules 1A, 1B and 1C
hereto; and (ii) may acquire or contract to operate other full-service travel
plaza truckstops, all of the aforesaid hereinafter individually being referred
to as a "Truckstop" and collectively being referred to as the "Truckstops"; and
WHEREAS, PNV has designed and developed the concept and equipment ("the
System") to provide the following telecom and other services: (i) pre-paid phone
cards; (ii) fleet telecom services; (iii) coin and coinless phones inside the
Truckstops; (iv) Frequent Fueler Card; (v) fleet in-bound 800 calling; and (vi)
internet access and data transmission (collectively the "Services").
WHEREAS, TA desires to engage PNV to install the System and provide the
Services at certain of the Truckstops.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, TA and PNV (hereinafter collectively being referred to as the
"Parties"), intending to be legally bound, hereby mutually agree as follows:
1. Purpose. The Parties hereby agree that PNV shall install the
System and the Parties shall operate the System at TA's Truckstops pursuant to
the terms of this Agreement.
(a) Installation at Truckstops. The Parties acknowledge
and agree that TA, itself or through its affiliates, currently owns, operates or
has entered into franchise agreements with respect to (i) Truckstops which are
listed on Schedule 1A (constituting substantially all of the Truckstops which
are owned and operated by TA excluding those purchased from Xxxxx Brothers);
(ii) Truckstops which are listed on Schedule 1B (constituting all of the
Truckstops which are owned by TA and operated pursuant to franchise agreements);
and (iii) Truckstops which are listed on Schedule 1C (constituting all of the
Truckstops which are not owned by TA and which are operated pursuant to
franchise agreements). Subject to the terms and conditions of this Agreement,
PNV shall have the right and obligation to (i) install the System and provide
the Services at each of the Truckstops listed on Schedules 1A and 1B (and at any
future Truckstops acquired by TA that TA makes available for installation of the
System); and (ii) subject to the approval of the Franchisee (as defined in
Section 1(b)) to enter into an agreement with the owner
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of each Truckstop listed on Schedule 1C. Within sixty (60) days of the date of
this Agreement PNV shall complete installation of the System and commence
provision of the Services at three (3) of the Truckstops listed on Schedule 1A
to be mutually agreed upon by PNV and TA (the "Initial Sites"). Within sixty
(60) days of completion of the installation of the System at the Initial Sites,
unless TA provides PNV with notice of termination by TA of this Agreement, which
TA may do in its sole discretion, PNV shall, subject to TA's (i) observance and
performance of its duties and obligations under this Agreement; and (ii)
reasonable cooperation with PNV to facilitate PNV's obligations hereunder,
commence installation of the System at the remaining Truckstops listed on
Schedules 1A and 1B that are not currently contractually committed to another
provider. PNV shall, subject to the terms and conditions of this Agreement,
complete the installation of the System and commence provision of the Services
at such Truckstops pursuant to a buildout schedule to be mutually agreed upon by
PNV and TA, which shall provide for installation of the System upon the
expiration of the foregoing sixty (60) day period at ten (10) Truckstops per
month on average. PNV shall, in all instances, install the PNV Equipment (as
defined in Section 2) in a high quality, workmanlike and efficient manner, with
the least interference possible with the business operations of each Truckstop.
During the installation period, no more than fifty percent (50%) of the existing
equipment currently in place shall be removed until the PNV Equipment (as
defined below) has been installed and the System is operational. Notwithstanding
the foregoing, the Parties agree that while PNV shall use its best efforts to
complete the installation of the System at the foregoing number of Truckstops
within the foregoing time frames, PNV's obligations to install the System at a
particular Truckstop or Truckstops shall be subject to: (i) TA having ownership
or control over such Truckstop at the time PNV commences installation of the
System; (ii) with respect to the Truckstops listed on Schedules 1B and 1C, the
Franchisee entering into an agreement with PNV pursuant to Section 1(b); (iii)
TA's authorizing PNV to install the System at the Truckstops; (iv) completion of
satisfactory engineering and structural surveys at such Truckstop(s); (v)
confirmation that no part of the System crosses a public right of way adjacent
to such Truckstop(s); (vi) confirmation that PNV may use the Truckstops existing
wiring or that it is otherwise economically feasible to install the necessary
wiring; (vii) receipt from TA of all requested maps, blue prints and other
relevant information relating to such Truckstop(s) on a timely basis; and (viii)
PNV not being able to complete any such installation within said time frame
because of any Force Majeure Condition (as defined in Section 13 below). During
the Term (as defined below), all long-distance telephone services to be provided
pursuant to this Agreement will be through AT&T unless TA consents in writing to
any other long-distance carrier.
(b) Installation at Franchisee Sites. The Parties
acknowledge and agree that, prior to installation of the System at any of the
Truckstops listed on Schedule 1B or Schedule 1C, which are operated by a
franchisee of TA (the "Franchisee"), PNV shall, enter into an agreement with
Franchisee upon terms acceptable to PNV and Franchisee (and as to which TA shall
have consented to in writing).
2. Installation of Equipment.
(a) PNV shall, at its sole cost and expense, and in the
manner herein provided and in accordance with industry standards, install and
continually maintain at each Truckstop at
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which the Services are to be provided all equipment necessary to provide the
Services. The equipment as currently used by PNV is described on Schedule 2
hereto and is hereinafter, together with any additions or deletions to said
equipment, collectively referred to as the "PNV Equipment"; provided, however,
the term "PNV Equipment" only will include any such equipment installed by PNV
pursuant to this Agreement. PNV reserves the right with the prior written
consent of TA to make additions to and deletions from the PNV Equipment to be
installed at each Truckstop. In addition all equipment, systems and procedures
used by PNV shall meet all legal and technical requirements of any governing
agency of local, state or federal jurisdiction. PNV will update and modernize
the System and the PNV Equipment from time to time as reasonably necessary such
that the System and the PNV Equipment perform in a manner consistent with
industry standards and in any event will upgrade the System and the PNV
Equipment so that the System and the PNV Equipment at the Truckstops will be
equivalent to that being installed by PNV at other third party locations.
(b) TA shall make available to PNV sufficient areas in
mutually agreed locations in which to install the PNV Equipment (collectively,
the "Equipment Area"). Upon reasonable prior notice to TA, PNV shall be entitled
to have continued access to the Equipment Area for purposes of installing,
repairing and monitoring the PNV Equipment, the System and the Services.
(c) Prior to commencement of installation of the System
at any Truckstop, PNV shall obtain TA's written approval of the methods and
materials to be used by PNV with respect to the installation of the System. PNV
will repair any damage to the Truckstop which is caused by PNV. However, PNV
shall not be responsible for any existing defects or deficiencies or the normal
wear and tear to the Truckstop. PNV shall provide TA written notice of any
defects or deficiencies discovered by PNV during installation.
(d) PNV shall on a timely basis secure, and continuously
maintain in full force and effect, all licenses, permits and approvals required
by governmental authorities with respect to the installation, operation and
maintenance of the System and providing the Services. TA shall within reason
assist PNV (at PNV's expense) in obtaining any such licenses, permits, or
approvals upon PNV's reasonable request. PNV shall at all times comply with all
applicable laws, rules, regulations, etc. in connection with the installation,
operation and maintenance of the System, or otherwise related to the performance
of PNV's obligations hereunder.
3. Rights and Duties of The Parties With Respect To The PNV
Equipment.
(a) Notwithstanding the fact that certain parts of the
PNV Equipment may be affixed to each Truckstop, the PNV Equipment shall not
become a fixture thereto and shall remain the property of PNV. Except as
otherwise provided herein, PNV shall pay all taxes or other fees related to
ownership and operation of the PNV Equipment. TA acknowledges that the System,
the Services and the PNV Equipment and the manner of its operation and
installation are proprietary to PNV. Accordingly, TA shall use its best efforts
to insure that all material confidential information and data concerning the
System, the Services and the PNV Equipment shall not be divulged, and (except in
the case of emergency or operation of the Truckstops in the
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ordinary course of business) that access to the System and the PNV Equipment
shall not be given to any person or persons other than personnel authorized by
PNV. The Parties agree that the obligations imposed under this Section 3 will
apply to all confidential information, except where such confidential
information: (i) is or becomes public knowledge or publicly available to TA
through no fault of TA; (ii) is learned by TA from a third party entitled to
disclose it; (iii) was already known to TA; (iv) is shown by TA to have been
independently developed by TA; or (v) is or becomes publicly available as a
result of issuance of a patent or publication of a foreign pending patent
application.
(b) Upon the termination of this Agreement for any
reason, PNV shall have the obligation to: (i) remove, at its sole cost and
expense, any or all of the PNV Equipment from each Truckstop; or (ii) if
agreeable to TA, sell or lease it to TA or its successors, nominees or
assignees. If PNV removes the PNV Equipment, PNV shall restore the Truckstop as
near as reasonably possible to the condition of such premises prior to the
installation of the System, normal wear and tear excepted, but shall not be
obligated or permitted without the prior consent of TA to remove any wiring. If
PNV does not comply with the terms of this Section 3(b) within 90 days after
termination of this Agreement, TA may treat the PNV Equipment as abandoned or
have the PNV Equipment removed and disposed of at the expense of PNV.
(c) If TA disposes of its interest in one or more
Truckstops at which the System has been installed (through a sale of assets,
change of control, closure or otherwise), TA shall, as a condition to such
event, either; (i) cause the acquiror of said Truckstop to assume TA's
obligations under this Agreement (in the case of the sale of all of its
Truckstops at which the System is installed); or enter into a separate agreement
with PNV on substantially similar terms (in the case of the sale of less than
all of the Truckstops at which the System is installed); or (ii) pay PNV an
amount equal to [*] as reduced by (a) [*]; and (b) [*]; provided that, TA may
[*] and TA may [*]. Upon payment to PNV of any amounts due pursuant to clause
(ii) above, title to the PNV Equipment [*] and is purchased by TA will transfer
to TA.
4. Services to Be Provided and Financial Terms.
(a) Pre-Paid Phone Card PNV will provide a pre-paid phone
card product and maintain a telecommunications platform capable of handling
current and future traffic needs, on the following terms:
1. Machines and System. Commencing on or after
March 1, 1999 and in any event by July 15, 1999, PNV shall install (and
thereafter shall maintain) pre-paid phone card vending machines at each
Truckstop and shall have exclusivity except for (i) currently existing
contractual obligations, including without limitation, [*]; and (ii) contractual
obligations applicable to any specific Truckstop(s) acquired by TA from time to
time. [*]; the Parties further agree that any prepaid phone card products
available at any Truckstop(s) acquired by TA from time to time will be phased
out of such Truckstop(s) as soon as the contracts relating to such prepaid phone
card products expire or terminate and that TA will not take any action to extend
or renew any such contract. The number and location of
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the machines at each Truckstop will be mutually agreed upon by PNV and TA and
the Parties agree that the TA-PNV pre-paid phone card vending machines shall
have priority placement over all other third party pre-paid phone card machines.
More than one machine will be placed at certain Truckstops based upon the number
of parking stalls, product demand and sales history. PNV will maintain and
administer the network and systems necessary to provide, account for and manage
the long distance phone time sold through the machines. Each pre-paid card will
be co-branded by PNV and TA. PNV will provide signage for the machines as per
mutually agreed upon specifications. TA shall have primary responsibility for
implementing marketing and sales promotions for the pre-paid phone card.
2. Financial Terms. The proposed pricing
(subject to change based upon PNV's tariffs with TA's written approval) to the
end user purchasing prepaid phone cards from a machine is as follows: (i) $10
cards at [*] per minute; (ii) $20 cards at [*] per minute; (iii) $50 cards at
[*] per minute; (iv) recharge cards as follows: [*] per minute for a $10
recharge, [*] per minute for a $20 recharge and [*] per minute for a $50
recharge which must be tracked and reported separate from vended prepaid
phonecard sales; (v) [*] for dial around compensation ("DAC") at any phone at
the Truckstop operated by PNV (a "TA-PNV phone"); and (vi) [*] unit surcharge at
non TA-PNV phones for DAC. For these purposes, one (1) unit is defined as one
(1) minute of phone time. The foregoing rates and charges may be changed from
time to time by letter agreement signed by both TA and PNV. PNV shall provide an
inventory of pre-paid phone cards at each machine and shall, subject to Section
8(b) of this Agreement, pay to TA a commission based on the difference between
the retail amount charged to drivers as set forth above and TA's cost based upon
the volume of long distance minutes sold as set forth on Schedule 3 hereto. All
phone minutes sold by TA or PNV, under the programs contained in this Agreement,
including the pre-paid phone cards, recharge, fleet services, public internet
access services or Frequent Fueler Card, shall count toward the volume schedule
set forth on Schedule 3. The charge per minute shall include all universal
service and excise tax. TA will be paid a commission for recharge phone minutes
purchased at a Truckstop based upon the difference between the retail price and
TA's cost as set forth on Schedule 3. If recharge is done by PNV's operator,
TA's commission shall be reduced by a [*] charge per recharge. PNV shall be
responsible for payment of any sales taxes which may be due on the sale of
prepaid phone cards at any particular Truckstop and PNV shall reduce the amounts
payable to TA hereunder for the amount of any such taxes paid. If sales tax is
due, PNV shall provide TA with thirty (30) days prior written notice so that the
Parties may adjust the price to customers to reflect such taxes. All amounts due
to TA hereunder shall be paid by the 25th day of each month following the month
in which such amounts are received by PNV. Subject to Section 15, delay in
payment shall be grounds for termination of this Agreement.
(b) Fleet Services. PNV has designed cable and telephone
access services to be sold to fleets and fleet drivers in three separate
packages, each containing different levels of service and pricing as discussed
below and as set forth on Schedule 4 hereto.
1. Cable Television and Telephone Access
Services. PNV shall provide the following three levels of service to be
sold to fleets and fleet drivers: (i) full access package; (ii) phone
access package; and (iii) long distance package, each as described on
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Schedule 4. These services may be sold to fleets by either: (i) TA's
fleet sales force; or (ii) PNV's fleet and telemarketing sales force.
Fleet drivers will purchase long distance minutes through PNV's voice
response unit over the telephone and shall pay for such services
through automatic payroll deduction. Pursuant to the TA-PNV Fleet Sales
Program (as defined in Section 5(b)): (i) PNV and TA shall jointly
develop marketing programs for the sale of these services to fleets and
fleet drivers; (ii) TA will add value (in the form of incentives,
discounts, etc. as determined by TA) to the services to be sold to
fleets; and (iii) TA will provide incentive compensation to its sales
force for sales of the services to fleets.
2. Financial Terms. These services shall be
provided to fleets and fleet drivers at the prices set forth on
Schedule 4. PNV shall have the right to change these prices, in its
discretion, with 30 day prior written notification to TA, based upon
market conditions; provided, however, that PNV shall not adjust such
prices pursuant to the TA-PNV Fleet Sales Program to be any less
favorable than any other fleet sales program then in effect by PNV. For
contracts obtained solely by TA or in conjunction with PNV pursuant to
TA-PNV Fleet Sales Program, TA shall, subject to Section 8(b) of this
Agreement, be paid: (i) [*]; (ii) [*]; and (iii) [*]. In addition to
other funds or value committed to the TA-PNV Fleet Sales Program by TA,
TA shall use the amounts set forth in the column labeled "Percentage of
Monthly Gross Access Revenue to Advertising and Commissions" on
Schedule 5 to provide incentives under the TA-PNV Fleet Sales Program.
PNV shall be responsible for payment of any sales taxes which may be
due and PNV shall reduce the amounts payable to TA hereunder for the
amount of any such taxes paid. If sales tax is due, PNV shall provide
TA with thirty (30) days prior written notice so that the Parties may
adjust the price to customers to reflect such taxes. All amounts due to
TA hereunder shall be paid by the 25th day of each month following the
month in which such amounts are received by PNV. Subject to Section 15,
delay in payment shall be grounds for termination of this Agreement.
(c) Coin and Coinless Phones. In accordance with Section
1(a) of this Agreement, PNV will install coin and coinless phones and enclosures
at all TA Truckstops on the following terms:
1. Equipment, Installation and Maintenance. PNV
will purchase, install and maintain all coin and coinless phones inside the
Truckstops as set forth below. Each phone shall be connected to PNV's phone
switch located inside the Truckstop. PNV will provide phone enclosures as per
TA's specifications.
a. Coin phones will consist of or
provide for: (i) either Intellicall smart phones or some other mutually
agreeable phones; (ii) a dedicated phone line for each phone where required;
(iii) an automatic pass-through to trunk lines if switch not functioning; and
(iv) 1+ calls routed through a T-1 line. The minimum standard per Truckstop
shall be 10 coinphones in an airport style sit-down booth or wall mount as per
the specifications attached hereto as Exhibit A. Actual phone quantities may
vary by site and shall be mutually agreed upon by PNV and TA.
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b. Coinless phones will be trim-line
phones (or other mutually agreed upon equipment) and have one dedicated phone
line for every two phones, unless otherwise required to comply with federal,
state or local regulations. Each phone will also have a data port. The minimum
standard per Truckstop shall be 1 phone with a data port for each driver area
restaurant booth and a quantity of cordless phones to be mutually agreed upon by
PNV and TA based upon each Truckstops' needs.
PNV will track the usage of all coin and coinless
phones and provide TA with a monthly summary commission statement, using the
format and containing the information set forth on Exhibit B hereto or such
other information as may be reasonably requested by TA from time to time. TA may
at its option (i) collect coins from the coin phones, with coin counters
supplied to each Truckstop by PNV; or (ii) cause PNV to retain a third party to
provide such service and reduce the amounts payable to TA by [*] for each visit
by such third party. Holders of TA Frequent Fueler Cards and PNV members will be
able to logon to the PNV network and place their 1-800 calls and receive
incoming calls at locations approved by PNV and TA. PNV members, TA Frequent
Fueler Card holders and TA/PNV prepaid phone card holders shall be exempt from
DAC charges from PNV provided coin and coinless phones located at the
Truckstops. The number and location of coin and coinless phones at each
Truckstop shall be mutually agreed upon by PNV and TA. [*], PNV and TA will have
exclusive rights to advertise the services provided by PNV on signage in and
around phone booths at locations where the System has been installed.
2. Financial Terms. TA shall, subject to
Section 8(b) of this Agreement, be paid [*] of gross revenues collected from:
(i) [*]; and (ii) [*]. The foregoing commission is based on the assumption that
DAC charges are [*] per call or higher. If DAC charges decrease to below [*] per
call, the Parties will [*]. PNV shall be responsible for payment of any sales
taxes which may be due and PNV shall reduce the amounts payable to TA hereunder
for the amount of any such taxes paid. If sales tax is due, PNV shall provide TA
with thirty (30) days prior written notice so that the Parties may adjust the
price to customers to reflect such taxes. All commission checks from payphone
provider should be sent to TA with summary statement included. PNV should
receive a copy of the commission check from the payphone provider with a
detailed breakdown of data for PNV to verify activity on all payphones at TA
sites. All commissions are due by the 25th day of each month, following the
commission cycle. Subject to Section 15, delays in payment shall be grounds for
termination of this Agreement. Upon termination of this Agreement at any time
prior to expiration of the Term, TA may [*]. Upon expiration of the Term, TA
shall have no liability to PNV for the equipment or enclosure costs.
(d) Frequent Fueler Card. PNV shall help implement and
support a TA Frequent Fueler Card on the following terms:
1. System and Maintenance. The Frequent Fueler
Card shall be developed by TA and within sixty (60) days of completion of the
specifications of the program PNV will integrate a long distance feature that
includes cashier based minute recharging and PNV operator assisted minute
recharging. The Frequent Fueler Card will be TA branded. PNV will
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maintain central switching equipment with a frame relay link to the TA Frequent
Fueler Card host system. TA's customers will be able to use the same card to
participate in the frequent fueler program and to purchase rechargeable phone
time. Cards will be able to be recharged at the fuel desk, via recharge machine
or by telephone via credit card or billing company instrument. TA shall have
primary responsibility for implementing marketing and sales promotions for the
TA Frequent Fueler Card.
2. Financial Terms. TA customers will purchase
long distance minutes at normal retail rates and TA may provide additional
frequent fueler points when phone time is purchased. If recharge is done by a TA
attendant, subject to Section 8(b) of this Agreement, TA will be billed at [*]
to [*] for each minute of long distance phone time sold based upon volumes set
forth in Schedule 3. This charge will include universal service and excise tax.
If recharge is done by PNV's operator, TA will be paid a commission equal to
[*], which shall be reduced by a [*] charge per transaction at such time as the
Frequent Fueler Card is operational.
(e) Fleet In-Bound 800 Calling. Within 6 months of the
date of this Agreement, PNV will develop and provide a service which will allow
drivers to make 800# calls directly to fleets. TA shall, subject to Section 8(b)
of this Agreement, be paid [*] of [*] derived from 1-800 calls originating from
its Truckstops.
(f) PNV In-Cab Internet Access . Within eighteen months
of the date of this Agreement, PNV will be an internet access provider and will
provide such service to PNV members. All PNV locations will be upgraded to
provide capability prior to offering such services. Revenue derived from the
sale of such services at Truckstops shall, subject to Section 8(b) of this
Agreement, be allocated as follows: (i) with respect to the first months revenue
received from each subscriber, [*] to PNV and [*] TA; and (ii) with respect to
all subsequent monthly revenues received from each subscriber, [*] to PNV and
[*] to TA.
(g) Public Internet Access. Within eighteen months of the
date of this Agreement, PNV will develop and install public internet access
devices ("PIA Devices") for use inside the Truckstops. PNV shall initially
install the PIA Devices at ten (10) Truckstops and PNV shall then proceed to
install the PIA Devices at the remaining Truckstops unless either Party elects
not to proceed with such installation by providing written notice to the other
Party prior to the installation of PIA Devices at Truckstops other than the
initial ten (10) Truckstops. Truckstop customers will operate the PIA Devices by
purchasing phone minutes under one or more of the programs set forth in Sections
4(a), (b) and (d) above. As described in such Sections, TA will, subject to
Section 8(b) of this Agreement, be paid a commission based on the difference
between [*]. PNV shall be responsible for payment of any sales taxes which may
be due and PNV shall reduce the amounts payable to TA hereunder for the amount
of any such taxes paid. If sales tax is due, PNV shall provide TA with thirty
(30) days prior written notice so that the Parties may adjust the price to
customers to reflect such taxes. All amounts due to TA hereunder shall be paid
by the 25th day of each month following the month in which such amounts are
received by PNV. Subject to Section 15, delay in payment shall be grounds for
termination of this Agreement.
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(h) 0+ Calls. TA shall contract directly with [*] or some
other provider for 0+ calls. For so long as this Agreement remains in effect, TA
shall (i) utilize [*] of the marketing allowance approved by [*] and received by
TA for joint TA and PNV marketing plans; and (ii) for so long as TA continues to
receive from [*] existing commissions and allowances, pay or cause [*] to pay
PNV [*] of the total [*] 0+ revenue generated.
5. Marketing of the Services.
(a) Except as expressly stated herein, TA and PNV shall
jointly market the Services. TA and PNV shall mutually agree upon the nature and
scope of the marketing of the Services at the Truckstop which shall include
among other things: (i) identification on xxxx boards where applicable; (ii)
space on placemats; (iii) access to phone booth frames; (iv) placement of
ceiling danglers per location; (v) placement of table tent cards at restaurant
tables; (vi) placement of counter cards at fuel desks; and (vii) where allowed
by TA and other relevant third parties, rigid signage at lot entrance and around
the lot. All marketing allowances shall be subject to meeting contract terms,
conditions and minimum performance requirements. PNV shall be responsible for
payment of all production costs.
(b) On or prior to February 15, 1999, PNV and TA shall
jointly devise and implement a marketing program (collectively, the "TA-PNV
Fleet Sales Program") which shall be used by PNV and TA to jointly sell the
Services to fleet owners and their professional truck drivers. Pursuant to the
TA-PNV Fleet Sales Program: (i) TA shall provide PNV with: (a) access to TA's
fleet customers through headquarter meetings, regional meetings and conferences;
and (b) meaningful assistance through TA's fleet sales organization to
effectuate the closing of the sale of the Services to TA's fleet customers; and
(ii) TA and PNV shall mutually agree to share, in the cost of promoting the
TA-PNV Fleet Sales.
6. Maintenance of the PNV Equipment and the System.
(a) Except as otherwise provided herein, PNV shall
maintain the PNV Equipment and the System. If a mechanical problem arises with
the System, TA shall notify PNV by telephone and will inform PNV of the nature
of the problem, the location of the affected Truckstop and the name of the
Truckstop General Manager to be contacted by PNV. There shall be one point of
contact for all repair calls at 0-000-000-0000 or such other 800 number as PNV
may advise TA to use from time to time.
(b) PNV will respond by telephone to the Truckstop
General Manager within [*] of the problem being reported by TA with a plan for
responding to the problem. Except as otherwise provided herein, with respect to
a Major Outage (as defined below): (i) PNV will use its best efforts to correct
such Major Outage within [*] of the problem being reported by TA; and (ii) in
any event, PNV will correct such Major Outage within [*] of the problem being
reported by TA. Except as otherwise provided herein, with respect to a Minor
Outage (as defined below), PNV will use its best efforts to correct such Minor
Outage within [*] of the problem being reported by TA and, in any event, PNV
will correct such Minor Outage within [*] of the problem being reported by TA.
PNV will be deemed to have corrected a Major Outage if the problem is
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resolved to the extent that such problem constitutes a Minor Outage and PNV
continues to use its best efforts to correct such resulting Minor Outage as soon
as possible and, in any event, corrects such original problem within [*] of the
problem being reported by TA. All other problems which do not constitute either
Major or Minor Outages, shall be resolved by PNV pursuant to regularly scheduled
maintenance calls within ten (10) working days. TA acknowledges and agrees that
PNV may contact a designated repair technician or dispatch a designated repair
technician to complete any necessary repairs to the System.
(c) Charges for repairs will be billed directly to PNV
and paid by PNV.
(d) For the purposes of this Agreement, the term "Major
Outage" means, with respect to any class of services provided by PNV pursuant to
this Agreement (pre-paid phone cards, fleet telecom services, coin phones,
coinless phones, Frequent Fueler Card, fleet in-bound 800 calling, and internet
access and data transmission), any interruption within the control of PNV or
related to the PNV Equipment that causes a fifty percent (50%) or greater
reduction in the level of services to be provided by PNV under this Agreement of
such class at any Truckstop.
(e) For the purposes of this Agreement, the term "Minor
Outage" means, with respect to any class of services provided by PNV pursuant to
this Agreement (pre-paid phone cards, fleet telecom services, coin phones,
coinless phones, Frequent Fueler Card, fleet in-bound 800 calling, and internet
access and data transmission), any interruption within the control of PNV or
related to the PNV Equipment that causes less than a fifty percent (50%) and
greater than a ten percent (10%) reduction in the level of services to be
provided by PNV under this Agreement of such class at any Truckstop.
(f) For the purposes of this Agreement "repairs" of the
System shall include, but not be limited to, telephone service, equal access
problems, local and/or carrier lines, customer complaints, malfunctioning
equipment, condition of equipment and call quality.
(g) TA customers shall have access to a "live" customer
service representative 24 hours a day, 7 days a week in an adequate manner to
meet the customers needs.
7. Term. Subject to Section 15, the term of this Agreement, shall
be for a period of four (4) years commencing on January 27, 1999 and terminating
on January 26, 2003 (the "Term"). Ninety (90) days prior to the expiration of
the Term, PNV shall, have the right of first refusal to match other third party
proposals to provide the Services.
8. Exclusivity.
(a) During the Term, PNV shall (except for internet
access) have the exclusive right to provide the Services at the Truckstops,
provided that, TA's obligations and PNV's rights shall be subject to TA's
existing contractual obligations (or contractual obligations applicable to any
specific Truckstop acquired by TA from time to time), and provided that PNV's
equipment and services meet the standards provided in this Agreement. PNV shall
not provide the Services
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at any truckstop owned, operated or franchised by (i) [*] prior to April 1,
1999; or (ii) [*] prior to May 1, 1999. [*]
(b) In the event that PNV enters into a contract for the
provision of any of the Services with a third party with similar terms and
conditions (with respect to, among other things, the length of contract or PNV's
purchase of equipment) and PNV pays said third party a higher percentage of
revenue relating to the provision of Services or charges any third party a lower
cost relating to the provision of the Services, the terms of this Agreement will
be modified so that the revenue split between PNV and TA or the costs charged to
TA will match such payments or charges to such third party. PNV shall provide TA
with notice of any agreement which would require an adjustment under this
Section 8(b) within ten (10) days of execution of said agreement.
9. Rights Granted to PNV. TA hereby grants and conveys to PNV,
for the Term of this Agreement, access, upon reasonable prior notice, to the
premises of each Truckstop at which the System is installed for purposes of
maintaining, repairing, replacing and operating the System and providing the
Services.
10. Representations and Warranties of PNV.
(a) PNV is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority: (i) to enter into this Agreement; and (ii) to carry out the other
transactions and agreements contemplated by this Agreement.
(b) The execution, delivery and performance of this
Agreement by PNV has been duly authorized by all necessary action of PNV. This
Agreement and each of the other documents to be executed and delivered by PNV
pursuant to this Agreement have been duly executed and delivered by PNV and are
the valid and binding obligations of PNV enforceable in accordance with their
respective terms, subject only as to enforceability affected by bankruptcy,
insolvency or similar laws affecting the rights of creditors generally and by
general equitable principles. The execution, delivery and performance of this
Agreement and the other documents to be executed, delivered and performed by PNV
pursuant to this Agreement will not: (i) conflict with or violate any provision
of PNV's organizational documents, or any law, ordinance or regulation or any
decree or order of any court or administrative or other governmental body which
is either applicable to, binding upon or enforceable against PNV; or (ii) result
in any breach of or default under or cause the acceleration of performance of
any mortgage, contract, agreement, indenture or other instrument which is either
binding upon or enforceable against PNV.
(c) PNV will obtain the approval, consent or waiver of
any other person or entity required for the execution, delivery or performance
of this Agreement.
(d) In the event TA's or PNV's right to use the System,
the Services or the PNV Equipment is challenged, PNV will defend and indemnify
TA, its officers, directors, shareholders, employees and agents from any and all
expenses (including reasonable attorneys'
-11-
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fees) and damages (of whatever kind or nature) relating to the challenge of such
use. Further, in the event TA is not able to use the System or the Services
during the term of this Agreement due to any such challenge, TA may, subject to
the terms of Section 15, terminate this Agreement and receive any amounts due to
TA as of the date of termination.
(e) All of the information contained in the
representations and warranties of PNV set forth in this Agreement or in any of
the documents delivered or to be delivered herewith or after the execution
hereof as set forth in any provision of this Agreement is true, accurate and
complete.
11. Representations and Warranties of TA.
(a) TA is a corporation duly organized, validly existing
and in good standing under the laws of Delaware and has full power and
authority: (i) to enter into this Agreement; and (ii) to carry out the other
transactions and agreements contemplated by this Agreement.
(b) The execution, delivery and performance of this
Agreement by TA has been duly authorized by all necessary action of TA. This
Agreement and each of the other documents to be executed and delivered by TA
pursuant to this Agreement have been duly executed and delivered by TA and are
the valid and binding obligations of TA enforceable in accordance with their
respective terms, subject only as to enforceability affected by bankruptcy,
insolvency or similar laws affecting the rights of creditors generally and by
general equitable principles. The execution, delivery and performance of this
Agreement and the other documents to be executed, delivered and performed by TA
pursuant to this Agreement will not: (i) conflict with or violate any provision
of TA's organizational documents, or any law, ordinance or regulation or any
decree or order of any court or administrative or other governmental body which
is either applicable to, binding upon or enforceable against TA; or (ii) result
in any breach of or default under or cause the acceleration of performance of
any mortgage, contract, agreement, indenture or other instrument which is either
binding upon or enforceable against TA.
(c) TA will obtain the approval, consent or waiver of any
other person or entity required for the execution, delivery or performance of
this Agreement.
(d) All of the information contained in the
representations and warranties of TA set forth in this Agreement or in any of
the documents delivered or to be delivered herewith or after the execution
hereof as set forth in any provision of this Agreement is true, accurate and
complete.
12. Risk of Loss and Insurance; Indemnification.
(a) PNV shall bear the risk of loss and hereby
indemnifies and holds harmless TA for: (i) damage to or destruction of the PNV
Equipment and the System installed at each Truckstop, except as provided in
Section 12(b); and (ii) injury to persons or damage to property arising from the
existence, installation, operation or repair of, or otherwise in any way related
to,
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the PNV Equipment and the System (except to the extent such damage is occasioned
by the gross negligence or willful misconduct of TA, its employees, contractors
or agents).
(b) TA shall be responsible for the maintenance, repair
or replacement of the PNV Equipment resulting from damage or destruction caused
by the gross negligence or willful misconduct of TA, its employees, contractors
or agents.
(c) Both TA and PNV shall maintain during the Term of
this Agreement (or any renewal term), at their sole cost and expense,
comprehensive public liability insurance in the minimum amount of $1,000,000
providing coverage at each Truckstop at which the Services are provided against
any claims covered under Sections 12 (a) or (b) and shall ensure that each Party
is named as an additional insured in respect of such insurance or is otherwise
covered as its interest may appear. PNV shall provide TA with evidence of
insurance and thirty (30) days prior written notice of cancellation or amendment
to PNV's insurance policies.
13. Force Majeure. Neither party shall have any liability for the
failure to perform or a delay in performing any of its obligations if such
failure or delay is the result of any legal restriction, labor dispute, strike,
boycott, flood, fire, public emergency, revolution, insurrection, riot, war,
interruption in the supply of electrical power or any other cause, not resulting
from mechanical or system failure, beyond the control of any party acting in a
reasonable business-like manner, whether similar or dissimilar to the causes
enumerated above ("Force Majeure Conditions"). If any Force Majeure Condition
occurs, the affected Party shall give immediate notice to the other Party, and,
if the Force Majeure Condition continues for ninety (90) days, such other Party
may elect, at its sole option, to terminate the rights and obligations of each
Party pursuant to this Agreement with respect to the affected Truckstop(s) by
written notice to the affected Party and, if more than ten (10) Truckstops, at
which the System has been installed pursuant to this Agreement, are subject to
any Force Majeure Conditions at any time and such conditions continue for ninety
(90) days, either Party may elect, at its sole option, to terminate this
Agreement with respect to all Truckstops by written notice to the other Party.
14. Assignment.
(a) TA may sell, assign, transfer or otherwise dispose of
its interest in one or more of the Truckstops (through a change of control, sale
of assets or otherwise) subject to the terms of Section 3(c). PNV acknowledges
that nothing in this Agreement will restrict a change of control, sale of assets
or other transactions involving TA's parent corporation.
(b) PNV may pledge its interest in this Agreement to any
bank, recognized lending or leasing institution or investor as collateral. PNV
may sell, assign, transfer or otherwise dispose of its interest in this
Agreement provided that said acquiror shall: (i) not be the owner or operator of
competing truckstops; (ii) assume all of PNV's rights and obligations hereunder;
and (iii) shall be bound by the terms of this Agreement.
15. Breach.
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(a) In the event that either party shall fail in any
material respect to perform any obligation under this Agreement, the other party
may in writing notify the non-performing party that such failure constitutes a
breach. If the breach is not remedied or cured within thirty (30) days following
receipt of the notice of breach, without limiting any other remedy which may be
available, the non-breaching party may terminate this Agreement by notice to the
breaching party. Failure to correct a Major Outage or Minor Outage will not by
itself constitute a breach of this Agreement and Sections 15(b) and (c) provides
the sole remedy with respect to any such failure to correct a Major Outage or a
Minor Outage.
(b) Subject to the terms of Section 13, if PNV fails to
correct, within the time period specified in Section 6(b) of this Agreement, [*]
Major Outages during any twelve (12) consecutive calendar months, then TA may
terminate the rights and obligations of each Party pursuant to this Agreement by
thirty (30) days prior written notice to PNV. For purposes of this Agreement, if
a Major Outage is not cured within the initial [*] period provided for in
Section 6(b), each additional [*] period during which such Major Outage is not
cured shall count as an additional Major Outage for purposes of this Section
15(b). For example, if more than 50% of any one of the Services are down at a
single Truckstop for [*], it shall count as two (2) Major Outages.
(c) Subject to the terms of Section 13, if PNV fails to
correct, within the time period specified in Section 6(b) of this Agreement, [*]
Minor Outages during any twelve (12) consecutive calendar months, then TA may
terminate the rights and obligations of each Party pursuant to this Agreement by
thirty (30) days prior written notice to PNV. For purposes of this Agreement if
a Minor Outage is not cured within the initial [*] period provided for in
Section 6(b), each additional [*] period during which such Minor Outage is not
cured shall count as an additional Minor Outage for purposes of this Section
15(c). For example, if less than 50% but more than 10% of any one of the
Services are down at a single Truckstop for [*], it shall count as two (2) Minor
Outages.
16. Ownership and Confidentiality. TA recognizes and agrees that,
except as otherwise provided herein, PNV shall, during the term of this
Agreement and thereafter, retain sole ownership of the System and the PNV
Equipment. TA recognizes the proprietary nature of the concept and the design of
the System, the PNV Equipment and the Services. Accordingly, except as otherwise
provided herein, TA and PNV agree to maintain and cause each of its employees
and agents to maintain and keep strictly confidential the terms and provisions
of this Agreement, and all confidential information it obtains or receives in
conjunction with the operation of the System, the PNV Equipment or the Services.
TA further agrees that the "Park N' View" name and logo shall be and remain the
property of PNV and all references by TA to the System or the Services shall
incorporate and/or refer to PNV by its full name (Park N' View), whether in
literature, electronic or print displays, articles, advertising, billboards,
banners or otherwise. The name, Park 'N View, is, or will be, a registered
service xxxx of PNV and to the extent required by PNV, TA shall execute a no
cost limited license agreement for the use of such service xxxx. PNV agrees to
maintain and cause its employees and agents to maintain and keep strictly
confidential all proprietary information received from TA relating to its
Truckstops, operations and customers.
-14-
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17. General Provisions.
(a) Notices. All notices required or permitted hereunder
shall be in writing and, may either be delivered by overnight courier,
transmitted by facsimile, or delivered by the United States Mail, postage
prepaid, addressed as follows:
To PNV: Xxxxx Xxxxxxxx
President
Park 'N View, Inc.
00000 XX 00xx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxx 00000
Fax Number: (000) 000-0000
With a copy to: Xxxxx X. X'Xxxxxxx, Esq.
Xxxxxxxxxx Xxxxxxxx LLP
0000 Xxxx Xxxxx Xxxxx,
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Fax Number: (000) 000-0000
To TA: President
Travel Centers of America
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxx 00000
Fax Number: (000) 000-0000
With a copy to: General Counsel
Travel Centers of America
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxx 00000
Fax Number: (000) 000-0000
All notices shall be deemed delivered only upon actual receipt. Any party may
change its address for purposes of this Agreement by giving notice of such
change to the other parties pursuant to the terms of this Section 17(a).
(b) Expenses. Each party agrees to pay, without right of
reimbursement from any other party, its costs relating to the preparation of
this Agreement and the performance of its obligations hereunder, including
without limitation, fees and disbursements of counsel, accountants and
consultants employed by such party in connection herewith.
(c) Books, Records and Payments. The books and records of
TA and PNV pertinent to the revenue expenses and taxes with respect to the sale
of the Services for any calendar month shall be open for inspection and audit by
a third party representative of either TA or PNV upon five (5) business days
notice to said party. Except as otherwise provided herein, all
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16
monies due to or from either Party hereunder shall be paid to the receiving
Party on or before the 25th day of the month following the receipt of the same
by the paying Party.
(d) Actions; Further Assurances. Subject to the terms and
conditions of this Agreement, each party agrees to: (i) take or cause to be
taken as promptly as practicable all actions and obligations arising herein; and
(ii) do or cause to be done all things to fulfill and comply with its
obligations or the obligations of the other parties to consummate the
transactions contemplated herein.
(e) Press Releases. PNV and TA shall consult with each
other as to the form and content of all press releases and other public
disclosures of matters relating to this Agreement, the System and the Services.
Nothing in this section shall prohibit PNV or TA from making any disclosure
which its legal counsel deems necessary or advisable to fulfill such party's
disclosure obligations under applicable law. All public disclosures shall be
transmitted by telecopier to the other party or its counsel for approval prior
to publication or dissemination.
(f) Section Headings. The section headings in this
Agreement are for convenience of reference only and shall not be deemed to alter
or affect any provision hereof.
(g) Applicable Law. This Agreement shall be governed by
the laws of the State of Florida.
(h) Schedules. The Schedules attached to this Agreement
are integral parts of this Agreement and all references to this Agreement shall
include the Schedules.
(i) Modification. This Agreement shall not be modified or
amended except by an instrument in writing executed by the Parties to this
Agreement.
(j) Successors And Assigns. This Agreement shall apply
to, and be binding upon, the parties and their respective successors and
permitted assigns (as determined under Section 14).
(k) Severability. If any part or sub-part of this
Agreement is found or held to be invalid, that invalidity shall not affect the
enforceability and binding nature of any other part of this Agreement.
(l) Arbitration. Any controversy, dispute or question
arising out of, or in connection with, or in relation to this Agreement or the
interpretation, performance or non-performance or any breach thereof shall be
determined by arbitration conducted in New York, NY or the home office of the
party not bringing the claim in accordance with the then existing rules of the
American Arbitration Association. PNV and TA shall each select one arbitrator,
and the two arbitrators shall select a third with the same qualifications. Any
decision rendered shall be binding upon the Parties, however, the arbitrators
shall have no authority to grant any relief that is inconsistent with this
Agreement. The expense of arbitration shall be shared equally by the Parties.
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(m) Integration; Entire Agreement. This Agreement
(including Exhibits, Schedules, documents and instruments referenced herein)
constitutes the entire agreement among the Parties and supersedes all prior
agreements and understandings, both written and oral, among the Parties with
respect to the subject matters hereof.
(n) Counterparts. This Agreement may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original and all of which together shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, TA and PNV have caused this Agreement to be
executed pursuant to appropriate legal authority duly given, as of the day and
year first above written.
WITNESSES:
PARK 'N VIEW, INC., a
Delaware corporation
------------------------------
By: /s/
------------------------------ ---------------------------------
TA Operating Corporation, a Delaware
Corporation, d/b/a TRAVEL CENTERS
OF AMERICA
-----------------------------
By: /s/
------------------------------ ---------------------------------
-18-
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SCHEDULE 1A
LIST OF TRUCKSTOPS OWNED AND OPERATED
BY TA
Albuquerque NM Altoona IA Amarillo TX
Ann Arbor MI Antioch TN Ashland OH
Ashland VA Atlanta GA Barkeyville PA
Baytown TX Bloomington IL Bloomsbury NJ
Brookville PA Brunswick GA Buttonwillow CA
Xxxxxx'x Pt. NJ Concordia MO Council Bluffs IA
Dallas TX Dayton OH Effingham IL
Elgin IL Elkton MD Eloy AZ
Florence KY Gallup NM Xxxx IN
Greensboro NC Harrisburg PA Hebron OH
Hurricane WV Jeffersonville, W.OH Jeffersonville E. OH
Kingman AZ Kingsville OH Knoxville TN
Xxxxxxxxx XX Xxxxx PA Las Cruces NM
Las Vegas NV Lodi OH London OH
Madison GA Madison WI Martinsburg WV
Xxxxxxxx MO Meridian MS Mobile AL
Monroe MI Mount Vernon IL Nashville TN
North Canton OH North East PA Oak Grove MO
Ogallala NE Oklahoma City OK Oklahoma City OK
Ontario E. CA Ontario W. CA Portland OR
Redding CA Richmond VA Roanoke VA
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Rockwall TX Salt Lake City UT Santa Xxxx NM
Xxxxxx MI Seville OH Santa Nella CA
Seymour IN Spartanburg SC Stony Ridge OH
Tallulah LA Toledo OH Tuscaloosa AL
West Memphis AR Xxxxxxx Ridge CA Wheeling WV
Wildwood FL Willington CT Wytheville VA
Youngstown OH
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SCHEDULE 1B
LIST OF TRUCKSTOPS WHICH ARE OWNED BY TA
AND WHICH ARE OPERATED BY FRANCHISEES
Montgomery AL Denver CO Branford CT
Milldale CT Jacksonville FL Xxxxxxxx FL
St. Augustine FL Vero Beach FL Commerce GA
Xxxxxxx GA Lake Park GA Savannah GA
Xxxxxxx IN Whitestown IN Slidell LA
Saginaw MI Xxxxxx MN Foristell MO
Grand Island NE Sparks NV Corfu NY
Xxxxxxx SC Denton TX Sweetwater TX
Denmark TN Franklin TN Knoxville TN
Hudson WI
22
SCHEDULE 1C
LIST OF TRUCKSTOPS WHICH ARE NOT OWNED BY TA
AND WHICH ARE OPERATED BY FRANCHISEES
Walcott IA
Beto Junction KS
Mt. Xxxxxx MO
Strafford MO
Eugene OR
Janesville WI
Baltimore MD
Albert Lea MN
Kenly NC
Breezewood PA
23
SCHEDULE 2
LIST OF CURRENT PNV EQUIPMENT
Current PNV Equipment:
1. Telephone wiring, where necessary.
2. Coin phones.
3. Coinless phones.
4. Phone enclosures.
5. Wall Mounts.
6. Sit down booths.
7. Phone switch and associated data and communication devices.
8. Cordless phone equipment.
9. Internet devices.
10. Phone card machines.
11. Recharge units (which shall not be cashier assisted and which shall be
deployed by August 1, 1999, provided that, if such recharge units are not
deployed by such date, TA's commission shall not be reduced for the [*]
charge for each PNV operator assisted recharge).
24
SCHEDULE 3
Volume Monthly
in Minutes TA's Cost
---------- ---------
Greater than [*] minutes per month [*] per minute
[*] minutes per month [*] per minute
[*] minutes per month [*] per minute
[*] minutes per month [*] per minute
[*] minutes per month [*] per minute
[*] minutes per month [*] per minute
[*] minutes per month [*] per minute
Less than [*] minutes per month [*] per minute
Notwithstanding the foregoing, until December 31, 1999, TA's cost will be [*]
per minute regardless of volume. After December 31, 1999, the foregoing volume
Schedule shall apply.
After December 31, 1999, TA may elect to: (i) have PNV charge TA [*] per minute;
and (ii) reconcile on a quarterly basis any amounts due to or from PNV based
upon the actual cost per minute based upon the foregoing volume schedule.
25
SCHEDULE 4
Fleet Service Package Options
1. Full Fleet Program
Full Program: $25.00 per driver monthly
Services include: full phone access with free 800 calls, free local
calls, free voice mail messaging, free incoming calls, wake up call
service, internet access, faxing capability, sixty (60) minutes long
distance service and unlimited cable access.
2. Fleet/Driver Partnership Program: Two options:
a. Fleet Phone and cable package: $20.00 per driver monthly
Services include: full phone services with free 800 calls, free local
calls, free voice mail messaging, free incoming calls, wake up call
service, internet access, faxing capability and unlimited cable access
(does not include 60 free minutes of long distance).
b. Fleet Full Phone Package: $15.00 per driver monthly
Services include: full phone services as listed above: no cable access,
Drivers are encouraged by fleet and PNV campaign to add cable service
through payroll deduction at $20.00 per month. Fleet receives $5.00
rebate for each driver enrolled with cable service making final cost
$10.00 per driver.*
3. Fleet Access Program:
Fleet Access Program: $5.00 per driver monthly
Services include: phone service with free 800 calls, free local calls,
free voice mail messaging, free incoming calls, wake up call service,
internet access, faxing capability, no long distance minutes: no cable
access, Drivers encouraged by fleet and PNV campaign to add cable
service through payroll deduction at $20.00 per month. Fleet receives
$5.00 rebate for each driver enrolled with cable service making final
cost zero per driver.*
*Per driver that adds cable service to membership, 800 calls are made without
DAC charge, Voice mail is accessible from any phone, Internet service if driver
has ISP account, Fax capability when vehicle has facsimile machine.
26
SCHEDULE 5
Percentage of
Percentage of Monthly Gross Access
Aggregate Monthly Gross Access Revenue to Advertising/
Number of Drivers Revenue to TA Commissions
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
27
EXHIBIT A
Specifications for Phone Enclosures
[There appears here a schematic and related specifications for the layout and
production of phone enclosures.]
28
EXHIBIT B
Format of Monthly Commission Report
[There appears here a format for the monthly commission reports
to be delivered to TA by the Company, including columns for itemized revenue
and commission information for various sites.]
