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EXHIBIT 10.6
CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT
THIS CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT (this
"Agreement") is entered into this 14th day of August, 1995, by and between Park
'N View, Ltd., a Florida limited partnership ("PNV"), with its headquarters at
0000 X.X. 00xx Xxxxxx, Xxxxxxxx #00, Xx. Xxxxxxxxxx, Xxxxxxx, AMBEST, a
Tennessee corporation ("AMBEST"), with its headquarters at Harpeth on the Green
One, 000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, and
________________________, a ___________________ corporation (the "Operator")
with its headquarters at
_______________________________________________________.
WHEREAS, AMBEST is an association, the members of which are the owners
or operators of 150 full-service travel plaza truckstops;
WHEREAS, Operator is a member of AMBEST and the owner or operator of
____________ (___) full-service travel plaza truckstops which are located at the
addresses listed on Schedule 1 hereto, 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 (i) enable truck drivers to: (a) receive and/or have access to cable
television services and telecommunications services; and (b) provide such truck
drivers programming consisting of video and audio services, and telephone, fax
or other data services while remaining in or near their vehicles parked at the
Truckstop; and (ii) sell advertising to be broadcast over the System
(collectively, the "Services"); and
WHEREAS, AMBEST and Operator desire to engage PNV to install the System
and provide the Services at the Truckstops.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, PNV, AMBEST and Operator intending to be legally bound, hereby
mutually agree as follows:
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1. Purpose. PNV, AMBEST and Operator hereby agree that PNV shall
install the System at certain of the Truckstops and that PNV, AMBEST and
Operator shall operate the System at such Truckstops pursuant to the terms of
this Agreement. PNV shall initially install the System at one or more of the
Operator's Truckstop(s) to be mutually agreed upon by PNV and Operator within
thirty (30) days of the date of this Agreement. If the gross revenue derived
from the sale of the Services at the initial Truckstop(s) exceeds an average of
$45 per wired stall per month for the period commencing 90 days after the
On-Line Service Date (defined in Section 2(g)) and terminating 180 days after
the On-Line Service Date (the "Financial Milestone"), then PNV shall have the
right to proceed with the installation of the System at the Operator's remaining
Truckstops. If the Financial Milestones are not met, then the Operator shall not
be obligated to permit and PNV shall not be obligated to proceed with the
installation of the System at the Operator's other Truckstops.
2. Installation of Equipment.
(a) PNV shall, at its sole cost and expense, and in the
manner herein provided, install at each Truckstop equipment consisting of the
following:
(i) equipment for the provision and
distribution of the Services.
(ii) outlet ports to parking spaces to
provide users with access to the Services.
(iii) equipment designed to (a) monitor
the use of the Services and (b) account for
all receipts for billing and revenue sharing
purposes either independently and/or in
conjunction with the Truckstop's existing
cash register system.
(iv) such other equipment or services as
may be agreed upon by PNV and Operator
including, without limitation, the provision
of AC power to parking spaces at certain of
the Truckstops, the installation of
phone-debit card dispensers or the sale of
phone-debit cards at the fuel desk. Prior to
installing such additional equipment or
providing such additional services, PNV and
Operator shall mutually agree to a
reasonable adjustment to the profit
allocations set forth in Section 8 in order
to reflect PNV's differing profit margins
and increased capital costs with respect to
the installation of such additional
equipment and the provision of such
additional services at the Truckstops.
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All of the foregoing 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". PNV reserves the
right to make additions to and deletions from the PNV Equipment to be installed
at each Truckstop. PNV shall attempt, on average, to provide the Services to at
least 75% of the truck parking spaces located at each Truckstop at which it
installs the System. However, PNV shall determine at which Truckstops it shall
install the System and the precise number and location of the truck parking
spaces at which the Services shall be provided at such Truckstops taking into
account such factors as the cost of construction and implementation, the layout
of the parking facilities, the usage of particular parking rows to drop trailers
and such other factors as PNV may deem relevant.
(b) Operator shall make available to PNV a sufficient
area in which to install the PNV Equipment including: (i) such area as is
required for the installation of satellite dish(es); (ii) a secured
air-conditioned interior area of approximately 50 square feet for the
installation of the headend equipment and the telephone and related monitoring
equipment; and (iii) an area at the fuel desk and/or the travel store for
installation of the equipment required for activation and sale of the Services
(hereinafter collectively referred to as the "Equipment Area").
(c) PNV shall have the right to install, at its sole cost
and expense, underground and above ground but not overhead, transmission and
distribution cables and equipment through all parking areas at each Truckstop
(and any Operator owned or managed hotels and motels, located at or adjacent to
a Truckstop, as may be mutually agreed) as is necessary and appropriate to
install the System and to provide the Services. All construction shall be with
aerial or buried cable as deemed appropriate by PNV and at all times subject to
Operator's reasonable prior approval. PNV shall have the right to run additional
transmission lines under and through each Truckstop, at reasonable times and
locations, to serve adjacent properties (including hotels or motels), if in the
future any such Truckstop expands its operations to include such properties.
(d) PNV shall be entitled to have continued access to the
Equipment Area and all parking areas for purposes of installing, repairing and
monitoring the System and the Services. PNV shall take all reasonable care and
make every reasonable effort to minimize damage and disruption to the premises
during the installation and operation of the System at each Truckstop. Prior to
commencement of any construction, Operator will approve the methods and
materials to be used by PNV with respect to the installation of the System. PNV
will repair any material 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 parking lot or the Truckstop.
(e) 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
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respect to the installation of the System and the providing of the Services.
Operator shall assist PNV in obtaining any such licenses, permits, or approvals
upon PNV's request.
(f) PNV shall install the PNV Equipment in a workmanlike
and efficient manner, without unreasonable interference with the operation of
each Truckstop. PNV shall use its best efforts to complete the installation of
the System at each Truckstop within ninety (90) days of commencement of the
installation at each Truckstop. However, failure to install the System at one or
more of the Truckstops within said ninety (90) day period, because of either
PNV's or Operator's actions or inactions shall not constitute a breach of this
Agreement.
(g) After completion of the installation of the System at
a Truckstop, PNV shall provide Operator with written notice of the date on which
the sale of the Services shall commence at each such Truckstop (hereinafter
referred to as the "Truckstop Service Date").
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. AMBEST and
Operator acknowledge that the System, the Services and the PNV Equipment and the
manner of its operation and installation are proprietary to PNV. Accordingly,
AMBEST and Operator shall use their best efforts to insure that all information
and data concerning the System, the Services and the PNV Equipment shall not be
divulged, and (except in the case of emergency) that access to the System and
the PNV Equipment shall not be given to any person or persons other than
personnel authorized by PNV.
(b) Upon the termination of this Agreement for any
reason, PNV shall have the right, at its sole cost and expense, to remove any or
all of the PNV Equipment from each Truckstop, or at its option to: (a) sell or
lease it to the Operator or its successors, nominees or assignees; or (b)
abandon it, without any further liability whatsoever. PNV shall, if it elects to
remove the System, restore each 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 to remove any underground cables.
4. Programming and Telecommunications Services to Be Provided.
(a) PNV shall make the Services available on the System
as follows:
(i) PNV shall source and deliver a
programming package consisting of a minimum
of eleven (11) channels of entertainment
programming. PNV shall pay the cost of all
such programming. The current programming
schedule to be broadcast by PNV is as
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set forth on Schedule 3. PNV shall have the
right to determine and make changes to the
programming schedule from time to time.
(ii) In addition to the eleven (11)
channel entertainment lineup, there shall be
other channels which shall be used to
provide a programming schedule and
advertising. Net profits (after payment of
all directly related expenses) generated by
advertising on such channels at each
Truckstop shall be divided as follows: 50%
to PNV and 50% to Operator. All advertising
revenue and other revenues and commissions
generated by these channels shall not be
considered "Gross Receipts" (as defined in
Section 8(a)) for purposes of the Agreement.
(iii) PNV may provide pay-per-view or
other non-traditional cable channels or
services as part of the Services. The net
profits (after payment of all directly
related expenses) from such additional
channels or services shall be divided as
follows: 50% to PNV and 50% to Operator. All
revenues and commissions generated by these
channels shall not be considered Gross
Receipts for purposes of the Agreement.
(iv) PNV may also provide telephone
service to certain parking slots at each
Truckstop. The current telephone and related
services which may be offered by PNV are set
forth on Schedule 4. PNV shall have the
right to determine and make changes to the
specific types of telecommunication services
which may be provided to a particular
Truckstop from time to time.
5. Operation of the System and Sale and Promotion of the
Services.
(a) PNV shall, from time to time, at its sole cost and
expense, train the Operator and its fuel desk employees with respect to the
operation of the point of sale equipment and the sale and promotion of the
Services. The Operator and its fuel desk employees shall be responsible for the
operation of the point of sale equipment and the sale and promotion of the
Services. The Operator shall be responsible for training its future employees
with respect to the operation of the point of sale equipment and the sale and
promotion of the Services.
(b) AMBEST and Operator may also supply PNV, at no cost
to PNV, certain advertising and promotional materials relating to the System and
the Services which may be developed by AMBEST or Operator, with the approval of
PNV. PNV may also
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develop and supply to Operator and AMBEST, at no cost to Operator or AMBEST,
certain advertising and promotional materials relating to the System and the
Services. Operator and AMBEST shall utilize and display all such materials at
each Truckstop with respect to the sale and promotion of the Services.
(c) Operator shall use their best efforts to assure that
the management, fuel desk employees and other personnel promote the use of the
Services by the truck drivers frequenting the Truckstop. AMBEST, Operator and
PNV may mutually agree from time to time to implement sales incentive programs
for the fuel desk employees and other personnel to promote the sale of the
Services. AMBEST, Operator and PNV shall share the cost of implementing and
funding any such mutually agreed upon incentive programs.
(d) Operator shall provide proper follow up training for
its personnel during their working hours with respect to the sale and promotion
of the Services, the operation of the System, and the maintenance of the PNV
Equipment as may be reasonably requested by PNV from time to time. PNV shall
also be entitled to have its own employees or agents engage in the sale and the
promotion of the Services at any Truckstop, provided that PNV's employees and
agents do not interfere with the operation of said Truckstop.
6. Maintenance of the PNV Equipment and the System.
(a) PNV agrees to maintain a good quality signal and
reception through the System comparable to the signal and reception supplied for
regular television programming and telecommunications services to home
consumers.
(b) Operator shall assign responsibility for the day to
day maintenance of the System to the Operator's trained staff members.
(i) Such trained staff members shall:
(i) replace failed connecting drop cables
and accessories with equipment to be
furnished by PNV at its cost; (ii) maintain
the cable and phone boxes in the outside
hookups in proper operating order, including
frequent cleaning and removal of debris
(i.e. oil, dirt, ice, snow, etc.); and (iii)
replace cable and phone connection outlets
in the outside hookups with equipment
furnished by PNV at its cost.
(ii) If a mechanical problem arises
other than through a failed connecting cable
or accessory, Operator shall contact PNV by
telephone at PNV's office. If necessary, PNV
shall, within a reasonable response period,
either authorize Operator to contact a
designated repair technician or dispatch a
designated repair technician to make the
necessary repairs to the System.
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7. Term.
(a) The term of this Agreement as it applies to each
Truckstop shall be for a period of five (5) years commencing on the Truckstop
Service Date and terminating on the fifth anniversary of the Truckstop Service
Date (the "Term"). Subject to Section 7(b) and Section 17, the Term shall
automatically be extended for a five (5) year renewal period (the "Automatic
Renewal Term") provided that, as a condition to the commencement of the
Automatic Renewal Term, Operator shall be entitled to receipt of the increased
percentage of Gross Receipts set forth in Section 8(a). Upon the expiration of
the Automatic Renewal Term, PNV and Operator may mutually agree to an additional
five (5) year renewal term (the "Optional Renewal Term"), provided that, as a
condition to the commencement of the Optional Renewal Term, Operator shall be
entitled to receipt of the increased percentage of Gross Receipts set forth in
Section 8(a).
(b) Either PNV or Operator may terminate this Agreement
at the end of the Automatic Renewal Term by giving written notice to the other
party on or before the 90th day prior to the end of the Automatic Renewal Term.
Unless either Operator or PNV exercises its right of termination in a timely
basis, the Term shall be automatically extended for five (5) years.
8. Fees.
(a) Subject to PNV's right to the Priority Payment (as
defined in Section 8(b)), the monthly Gross Receipts derived at each Truckstop
shall be allocated between PNV and Operator as follows: (i) during the Term,
sixty-five percent (65%) to PNV and thirty-five percent (35%) to Operator; (ii)
during the Automatic Renewal Term, sixty percent (60%) to PNV and forty percent
(40%) to Operator; and (iii) during the Optional Renewal Term, fifty-five
percent (55%) to PNV and forty-five percent (45%) to Operator.
For these purposes, "Gross Receipts" for any period shall mean the aggregate
gross amount collected by the Operator, during any calendar month, from the sale
of the Services during such period less the amount of taxes, if any, which are
required to be charged by Operator to the user of the Services and less any
refunds for faulty service or equipment. Notwithstanding the foregoing, for
purposes of this Agreement, "Gross Receipts" shall not include any revenue
received by PNV or the Operator for: (i) for advertising displayed by PNV
pursuant to Section 4(a)(ii) or; (ii) pay-per-view or other additional channels
or services provided as part of the Services pursuant to Section 4(a)(iii).
(b) Operator hereby agrees that, for a term of five (5)
years commencing on the Truckstop Service Date, if the Gross Receipts derived at
any Truckstop are less than Forty-Six Dollars ($46.00) per wired stall during
any calendar month, then PNV shall be entitled to
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retain the first Thirty Dollars ($30.00) per wired stall derived at such
Truckstop (the "Priority Payment") and Operator shall be entitled to any Gross
Receipts in excess of said Thirty Dollars ($30.00). If the revenue derived from
the Truckstop is less than the Priority Payment due to PNV for any particular
month, the Operator shall not be obligated to fund any such deficiency. If the
Gross Receipts derived at any Truckstop during a calendar month are equal to or
greater than Forty-Six Dollars ($46.00) per wired stall, then PNV shall not be
entitled to any Priority Payment and all Gross Receipts shall be allocated
between PNV and Operator pursuant to Section 8(a). Estimated revenue projections
indicating the calculation of the Priority Payment under various assumptions are
set forth on Schedule 5 attached hereto.
(c) Operator shall collect all applicable fees and taxes
from the users of the Services and shall secure and account for all funds
collected. Billing is to be made on a unit basis in accordance with the rates
and procedures to be specified by PNV from time to time. PNV may, with
Operator's consent, which shall not be unreasonably withheld, adjust the charge
per use for any particular Service and shall notify Operator in writing of such
change and the effective date of the change. All monies collected by Operator
shall be held in trust by Operator for PNV and shall remain the property of PNV.
Any taxes due on the Services provided are to be collected by Operator from the
user over and above the charge established by PNV for the particular Services
and said taxes shall be remitted by Operator to the proper governmental agency.
(d) All Gross Receipts and other revenues received by
Operator with respect to the sale of the Services shall be deposited by Operator
into PNV's local bank account on a weekly basis. All amounts due to Operator
from PNV for each calendar month shall be paid to Operator by PNV within ten
(10) days of the close of each calendar month.
(e) At weekly intervals during each calendar month,
Operator shall inform PNV of: (i) the amount of the use of the Services; (ii)
the amount of the Gross Receipts and other revenue received with respect to the
sale of the Services, Park 'N View cable drops, adapters and connectors,
telephones and television rentals; (iii) the amount of the taxes required to be
collected and paid by the Operator; and (iv) other such operating data of each
Truckstop as PNV may reasonably request which will assist PNV in evaluating the
use and marketing of the Services.
(f) The books and records of the Operator and PNV
pertinent to the Gross Receipts and other revenue and taxes received with
respect to the sale of the Services for any calendar month shall be open for
inspection and audit by an authorized representative of either Operator or PNV
upon five (5) business days notice to said party.
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9. Exclusivity.
(a) If the Financial Milestone is met, PNV shall, during
the term of this Agreement (and any renewal term), have the exclusive right to
install the System and provide the Services to each Truckstop and any additional
truckstops in which Operator acquires an interest (whether owned, leased or
operated under a contract or some similar agreement). Operator shall advise PNV
of its acquisition of a truckstop or any interest in a truckstop (whether owned,
leased or operated under a contract or some similar arrangement) within 60 days
of the closing of the acquisition of said interest. If the Financial Milestone
is not met and the Operator does not proceed with the build-out of the remaining
Truckstops, the Operator shall not, for a period of thirty (30) months from the
date of this Agreement, contract with a party other than PNV for the
installation, operation or ownership of a system which provides for the
distribution of video or audio services, telephone, fax or other data services
to the truck parking spaces. If the Financial Milestone is not met and PNV does
not proceed with the build-out of the remaining Truckstops, the Operator shall
be permitted to contract with a party other than PNV for the installation,
operation or ownership of a system which provides for the distribution of video
or audio services, telephone, fax or other data services to the truck parking
spaces.
(b) PNV shall have: (i) the exclusive right to sell to
Operator coaxial and phone cables for use with the Services at competitive
prices; and (ii) the nonexclusive right to sell to Operator television,
telephone and cable accessories and adapters for use with the Services. After
purchasing the foregoing items from PNV, Operator shall be entitled to resell
such items to its customers and retain all profits from such resales. PNV shall
have the exclusive right to provide televisions for rent (but not for sale) to
the users of the Services at each Truckstop. All fees charged for television
rentals shall be considered Gross Receipts and shall be allocated between
Operator and PNV pursuant to the provisions of Section 8(a).
10. Rights Granted to PNV. Operator hereby grants and conveys to
PNV, for the Term of this Agreement (and any renewal term), a non-exclusive
easement, license and covenant in, over, under and across the premises of each
Truckstop. The purpose of said easement and license shall be for installing,
maintaining, repairing, replacing and operating the System and providing the
Services. PNV shall be entitled to record this Agreement or a memorandum
memorializing the terms of the easement, license and covenant granted herein for
purposes of perfecting its interest as a matter of public record. Operator
agrees that if it sells, assigns, transfers or otherwise disposes of its
interest in one or more of the Truckstops (through a change of control or
otherwise) the acquireror of such interest or assets shall assume the Operator's
rights and obligations hereunder.
11. Representations and Warranties of PNV.
(a) PNV is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Florida and has
full power and authority: (i) to enter
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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 is not required to obtain the approval, consent
or waiver of any other person or entity for the execution, delivery or
performance of this Agreement.
(d) 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.
12. Representations and Warranties of Operator.
(a) Operator is a corporation duly organized, validly
existing and in good standing under the laws of the State of __________________
and has full corporate 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 Operator has been duly authorized by all necessary corporate action
of Operator. This Agreement and each of the other documents to be executed and
delivered by Operator pursuant to this Agreement have been duly executed and
delivered by Operator and are the valid and binding obligations of Operator
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 Operator pursuant to this Agreement will
not: (i) conflict with or violate any
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provision of Operator's Articles of Incorporation, By-laws, 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 Operator; 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 Operator.
(c) Operator is not required to obtain the approval,
consent or waiver of any other person or entity for the execution, delivery or
performance of this Agreement.
(d) All of the information contained in the
representations and warranties of Operator 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.
13. Representations and Warranties of AMBEST.
(a) AMBEST is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee and has
full corporate 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 AMBEST has been duly authorized by all necessary corporate action
of AMBEST. This Agreement and each of the other documents to be executed and
delivered by AMBEST pursuant to this Agreement have been duly executed and
delivered by AMBEST and are the valid and binding obligations of AMBEST
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 AMBEST pursuant to this Agreement will
not: (i) conflict with or violate any provision of AMBEST's Articles of
Incorporation, By-laws, 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 AMBEST; 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 AMBEST.
(c) AMBEST is not required to obtain the approval,
consent or waiver of any other person or entity for the execution, delivery or
performance of this Agreement.
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(d) All of the information contained in the
representations and warranties of AMBEST 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.
14. Risk of Loss and Insurance; Indemnification.
(a) PNV shall bear the risk of loss for: (i) damage to or
destruction of the PNV Equipment and the System installed at each Truckstop
which is caused by the negligence or willful misconduct of PNV, its employees,
contractors, agents and customers; and (ii) injury to persons or damage to
property arising from the installation or repair of the PNV Equipment and the
System (except to the extent such damage is occasioned by any act, omission or
negligence of Operator, its employees, contractors or agents). After the PNV
Equipment has been installed and the System is operational, PNV shall have no
liability for damages or injury resulting from the operation or use of the
System.
(b) Operator shall be responsible for the repair,
replacement and maintenance resulting from damage or destruction of the PNV
Equipment and the System and all component parts thereof and damage to persons
or property to the extent such damage or destruction is caused by the negligence
or willful misconduct of the Operator, its employees, contractors or agents.
(c) Operator shall maintain during the Term of this
Agreement (or any renewal term), at its sole cost and expense, comprehensive
public liability insurance in the minimum amount of $1,000,000 providing
coverage at each Truckstop against any claims relating to the operation or use
of the System or the sale or provision of the Services and shall ensure that PNV
is named as an additional loss payee in respect of such insurance or is
otherwise covered as its interest may appear.
15. 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,
unavoidable mechanical failure, interruption in the supply of electrical power
or any other cause beyond the control of any party acting in a reasonable
business-like manner, whether similar or dissimilar to the causes enumerated
above.
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16. Assignment.
(a) AMBEST and Operator may, with the consent of PNV,
assign their interests in this Agreement to a party gaining or acquiring
ownership or operating control of either AMBEST, Operator or any Truckstop, and
any such assignee shall be bound by the terms of this Agreement and no such
assignment will release AMBEST or Operator from its obligations hereunder unless
specifically consented to by PNV.
(b) PNV may convert from a limited partnership to a
corporation, in which case PNV shall be entitled to assign this Agreement to
said corporation. PNV may, without the consent of AMBEST or Operator, but upon
notice to AMBEST and Operator, assign its interest in this Agreement to any
party, including without limitation, to any bank, recognized lending or leasing
institution or investor.
17. Breach. In the event that any party shall fail in any material
respect to perform any obligation under this Agreement, one or more of the other
parties 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, one or more of the non-breaching
parties may terminate this Agreement by notice to the breaching party.
18. Financial Information. PNV shall not be required to commence
installation of the PNV Equipment or provide the Services to any Truckstop until
such time as Operator has provided PNV with a copy of its financial statement
for its most recently completed fiscal year, and its financial statement for the
most recently completed quarter, and until PNV has determined that, based on
such statements, PNV agrees to proceed with the installation of the System at
the Truckstops. PNV covenants and agrees to notify Operator of its decision in
this regard within 30 days of receipt of the financial statements.
19. Ownership and Confidentiality. AMBEST and Operator recognize
and agree that PNV shall, during the term of this Agreement and thereafter,
retain sole ownership of the System and the PNV Equipment. AMBEST and Operator
recognize the proprietary nature of the concept and the design of the System,
the PNV Equipment and the Services and further recognizes the fact that serious
financial loss, or loss of potential business may be incurred by PNV through the
divulgence of any information with respect to any of the foregoing. Accordingly,
AMBEST and Operator agree to maintain and cause each of its employees and agents
to maintain and keep strictly confidential all information that it obtains or
receives in conjunction with the System, the PNV Equipment and the Services. In
the event of any breach of this provision, AMBEST and Operator agree to
reimburse, indemnify and hold PNV harmless with respect to any and all damages,
costs and expenses that it may incur in connection with such breach. AMBEST and
Operator further agree that the "Park N' View" name and logo shall be and remain
the property of PNV and all references by AMBEST or Operator to the System or
the Services shall incorporate and/or refer to PNV by its full name
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14
(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,
AMBEST and Operator shall execute a no cost limited license agreement for the
use of such service xxxx.
20. 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: Xxx Xxxxxxxx, President
Park 'N View, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxxxxx #00
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Fax Number: (000) 000-0000
With a copy to: Xxxxx X. X'Xxxxxxx, Esq.
Xxxxxx Xxxxxxxx, L.L.P.
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Fax Number: (000) 000-0000
To Operator:
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
---------------------------
To AMBEST: Xxxx Xxxxxx, CEO & President
Harpeth on the Green One
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 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 20(a).
-14-
15
(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) Actions; Further Assurances. Subject to the terms and
conditions of this Agreement, each party agrees to use its best efforts in good
faith 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 that
are within its power to fulfill and comply with its obligations or the
obligations of the other parties to consummate the transactions contemplated
herein.
(d) Press Releases. PNV, AMBEST and Operator 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, AMBEST or Operator
from making any disclosure which its legal counsel deems necessary or advisable
to fulfill such party's disclosure obligations under applicable law. All
disclosure shall be transmitted by telecopier to the other party or its counsel
prior to publication or dissemination.
(e) 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.
(f) Applicable Law. This agreement shall be governed in
all respects by the laws of the State of Florida.
(g) Litigation; Prevailing Party. If litigation is
brought with regard to this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party, and the non-prevailing party shall
immediately pay upon demand, all reasonable fees and expenses of counsel of the
prevailing party.
(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.
-15-
16
(j) Successors And Assigns. This Agreement shall apply
to, and be binding upon, the parties and their respective successors and
permitted assigns.
(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) 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.
IN WITNESS WHEREOF, Operator, AMBEST 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.
PARK 'N VIEW, LTD., a
Florida limited partnership
By: Park 'N View General Partner, Inc., a
Florida corporation
By: /s/ Xxx Xxxxxxxx
---------------------------
Xxx Xxxxxxxx, President
AMBEST, a Tennessee corporation
By: /s/ Xxxx Xxxxxx
---------------------------
Xxxx Xxxxxx
-16-
17
SCHEDULE 1
LIST OF TRUCKSTOPS OWNED OR OPERATED
BY OPERATOR
AMBEST, INC.
XX-00 Xxxxx Xxxxx\Xxxxxx Xxxx 000, XX000 Xxxxxx 000-000-0000
AB-07 Road King Truck Stop Peigan Trail Exit, Xxx 0 Xxxxxx Xxxxx Xxx. Calgary 000-000-0000
AL-01 Perils Truck Stop of AL Exit 70 Cusseta 334-756-3161
AR-01 Truckomat-No. Xxxxxx Xxxx Xxxx 000, XX000 Xxxxxxxx Xxxxx Xxxxxx Xxxx 000-000-0000
AR-03 Memphis Gateway Travel Exit 000 Xxx. 00 Xxxx Xxxxxxx 000-000-0000
Center
XX-00 Xxx Xxxxx Xxxxxx Xxxxxx Xxxx 0 Xxx. 00 Van Buren 000-000-0000
AZ-01 Rip Xxxxxxx Xxxxxx Xxxxxxx Xxxx 000, XX000 Tonopah 000-000-0000
AZ-03 Rip Xxxxxxx Travel Centers Exit 340, MM340 Fort Grand Road Willcox 000-000-0000
CA-01 Rip Xxxxxxx Travel Centers at Xxxxxxx Road Barstow 000-000-0000
CA-02 Bruce's Bakersfield Truck Exit 184 Bakersfield 000-000-0000
Stop
CA-03 Vanco Truck & Auto Plaza 0000 X. Xxxxxxx Xxx Xxx. 4 Stockton 000-000-0000
XX-00 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx X-00 & Mesa Drive Mesa Drive Blythe 760-922-5109
CA-07 San Xxxx Truck Stop Santa Nella @ Exit 33 Gustine 209-827-8020
CA-08 Bruce's Buttonwillow Ambest Hwy. 58 Buttonwillow 000-000-0000
CA-09 Salinas Auto/Truck Plaza Monterey Penisula at Salinas 000-000-0000
Xxxxxxx Xx.
CO-01 Rip Xxxxxxx Travel Centers Xxxx 000, XX000 X.X. 00 Xxxxx 000-000-0000
XX-00 Xxxxxxx'x Xxxxxx Xxxxxxxxx Xxxx 000, XX000 Loveland 000-000-0000
XX-00 Xxx Xxxxx Xxxx Truck Stop Exit 8 Tampa 813-623-2255
XX-00 Xxxxxxx Xxxx Xxxxx/Xxxxxx Xxxx 00, XX000 Hwy. 59 Xxxxx 000-000-0000
Center
XX-00 Xxxx Xxxx Xxxxx Xxxx Xxxxx Xxxx 000, XX Xxxxxxxx 706-935-5107
XX-00 Xxxxx Xxxxxx Xxxxx, Xxx. Xxxx 0X, XX0 Xxxxxxxxx 000-000-0000
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XX-00 Xxxxxxxx Xxxxx Xxxx Xxxx 0, XX00 Xxxxx Xxxx 000-000-0000
XX-00 Xxxxxxx Xxxxxx Xxxxxx Xxxx 00, XX00 Xxxxxxx 000-000-0000
XX-00 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx 000, XX000X X.X. 00 Altonna 000-000-0000
IA-03 Iowa 80 Truck Stop Exit 284, MM284 Walcott 000-000-0000
IA-05 Truckomat of Xxxxxxx Xxxxxx Xxxx 0, XX0 Xxxxxxx Xxxxxx 000-000-0000
IA-06 X-00 Xxxxx Xxxx Xxxx 000, XX000 Xxx. 00 Xxxxxxxx 000-000-0000
XX-00 Xxxxxxxx'x Xxxxx Xxxx 000, XX000 Xxxx 000-000-0000
ID-03 Ranch Hand Truck Stop, Inc. 00000 X. Xxx. 00 @ Montpeller 208-847-1180
IL-01 Xxxxx Truckers Home Xxxx 000, XX000 X.X. Xxxxx 000 XxXxxx 000-000-0000
IL-02 Xxxxx Truckers Home Exit 212, MM212 Tuscola 000-000-0000
IL-04 Xxxxxxx Standard Xxxxx Xxxx 000-X, XX000 Xx. 00 Morris 000-000-0000
XX-00 Xxxxxxxx Xxxxx Xxxx 00, XX00 Woodhull 000-000-0000
IL-06 Getaway Midstate Truck Xxxx 0, XX0 Xxxx Xx. Xxxxx 000-000-0000
Plaza
IL-07 Arrowhead Shell Oasis Truck Xxxx 00, XX00 0/0 X.X. Xxx 00 Xxxxxxxxx 000-000-0000
Stop
IL-08 Truckomat-So.Holland Xxxx 00X, XX00 X-00, Xxx 0 Xxxxx Xxxxxxx 000-000-0000
IN-01 Brazil 00 Xxxxxx Xxxx 00, XX00 Xx. Xx 00 & X-00 Xxxxxx 000-000-0000
IN-03 Haubstadt 41 Travel Plaza I-84, MM20 11/2Miles N. I-64 Haubstadt 000-000-0000
IN-04 000 Xxxxxx Xxxxx Xxxx 00, XX00 X.X. 000 Xxxx 000-000-0000
IN-06 Grovertown Truckstop, Inc. Xxxxx Xxx 00 Xxxxxxxxxx 000-000-0000
XX-00 Xxxxxxxxx 00 XXX Xxxx 00, XX00 Xxxxxxxxx 765-378-0246
IN-10 Gas America #00 Xxxx 000, XX000 Xxx. 000 Xxxxxxxxxxx 000-000-0000
XX-00 Xxxxx Xxxx Xxxxx Xxxx Xxxx 0X, XX00 X-00 Gary 000-000-0000
XX-00 Xxxxx Xxxx Xxxxxxx Xxxx 00-X, XX00-X Xxxxxx 000-000-0000
KS-01 Xxxxxxxxx Xxxxxx Xxxxxx- Xxxx 000, XX000 Salina 000-000-0000
Salina
KS-02 Xxxxxx Xxxxx Xxxxx Xxxx 00, XX00 X.X. 00 Xxxxxx 000-000-0000
KS-03 Star Fuel Centers, Inc. Exit 000 Xxx. 000 & K7 Olatha 000-000-0000
KY-03 Xxxxxxxxx Xxxx/Xxxxx Xxxxx 0000 X.X. Xxx. 00 Xxxxx Xxxxxxxxx 501-827-3881
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KY-06 Madisonville Auto/Truck Xxxxx Xxxx 00, XX00 Xxx. 000 Xxxxxxx Xxx 000-000-0000
Plaza
KY-09 Olive Hill Xxxxx Xxxx Xxxx 000, XX000 Xxxxx Xxxx 000-000-0000
KY-11 Southern Pride Truck Stop Exit 16, MM16 Paducah 000-000-0000
XX-00 Xxxxxxxxxx Xxxxx Xxxx 00, XX00 X-00 & 192 London 000-000-0000
KY-13 Sonors Xxxx-Xxxxx Xxxxx Xxxx 00, XX00 Xxxxxx 000-000-0000
KY-14 Waddy x00 Xxxxxx Xxxxx Xxxx 00, XX00 XX 395 Waddy 000-000-0000
KY-15 Xxxxx Petrol Auto Truck Xxxx 00, XX00 Xxxxxx 606-864-2174
Center
LA-01 Kelly's Truck Terminal Exit 0 Xxx. 00 Xxxxxxxxx 000-000-0000
XX-00 Xxxxx Xxxxxx Xxxxxx Xxxx 0, XX0 X-000 Chicopee 000-000-0000
ME-01 Xxxxxx'x Travel Xxxx Xxxx 0, Xx. 0 & X-000 X-000 Xxxxxxx 207-439-2466
MI-01 TE-KHI Truck Auto Plaza Exit 104, MM104 Battle Creek
MI-02 Windmill Truck Stop Xxxx 00X, XX00X X-00 & X-00 Xxxxxxx 000-000-0000
MN-02 Petrol Pumper #0000 XX000 Xxx. 000 Alden 507-874-3767
MN-03 Petrol Pumper #0079 MM300 S. Minneapolis 000-000-0000
MN-04 Petrol Pumper #0000 Xxxx 00, XX00 Xxx. 00 Xxxx Xxxxxxxx 000-000-0000
MN-05 Petrol Pumper #0000 XX000 Xxx. 00 Xxxxxxxxx 000-000-0000
MN-06 Petrol Pumper #0066 Exit 183, MM183 Xxxxx 000-000-0000
XX-00 X & X Xxxxx Xxxx Xxxx 000, XX000 Xxxxxxx 417-588-2281
XX-00 Xxx Xxxxx 000 XX 0xx X-00 Xxx Xxxxx 000-000-0000
MO-04 J & N Truck Stop Exit 143, MM143 County Rd M, N, & J Ste. Xxxxxxxxx 000-000-0000
XX-00 Xxxxxxx Xxxxx Xxxxx Xxxx 00, XX00 Hwy. 92 Xxxxxxx 000-000-0000
XX-00 00-00 Xxxxx Xxxx Xxxx 000, MM174 I-55 Valden 000-000-0000
MT-01 Muralt's Truck Xxxxx Xxxx 00, XX00 X.X. 00 Missoula 000-000-0000
XX-00 Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxx 0, XX0 Kings Mountain 000-000-0000
NC-02 Horn's Unocal XXX Xxxx 000, XX000 Xxxxxxx 000 Xxxxxxxxxx 000-000-0000
XX-00 Xxx Xxxxx Xxxxxx Xxxxx Xxxx 000 00xx Xxx. X. Grand Forks 000-000-0000
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NE-01 Xxxxxxxxx Travel Center-BS Exit 107, MM107 I-76 Big Springs 000-000-0000
NE-02 Xxxxxxxxx Travel Center-G1 Xxxx 000, XX000 X.X. 000 Xxxxx Xxxxxx 000-000-0000
NE-03 Xxxxxxxxx'x Fuel Xxxx-Xxxx Xxxx 000, XX000 Xxx. 00 Xxxx Xxxxx 308-583-2493
River
NE-04 Xxxxxxxxx Travel Center-EC Exit 257, MM312 U.S. 000 Xxx Xxxxx 000-000-0000
NM-01 Rip Xxxxxxx Xxxxxx Xxxxxxx Xxxx 000, XX000 Xx. Xxx. 41 Moriarty 505-832-4421
NM-02 Price's Truck Stop US Hwys. 285 & 70 Roswell 000-000-0000
NY-01 Sugar Creek Xxxxxx Xxxxx Xxxxx 00 & 00, XX0 Xxxxxx 000-000-0000
#00
XX-00 Xxxxx Xxxxx Travel Xxxxx Xxxx 00, Xx. 00, XX000 Xxxxx 00 Geneva 000-000-0000
#000
XX-00 Xxxxx Xxxxx Travel Xxxxx X-000, Xxxx 00, XX00 Xxxxxxxxx 000-000-0000
#88 (Rochester)
XX-00 Xxxxx Xxxxx Xxxxxx Xxxxx #00 Xxxx 00, XX00 Ranona 000-000-0000
#00
XX-00 Xxxxx Xxxxx Travel Xxxxx Xxxx 00 Xx. 00 & 342 Xxxxxxx 315-785-9232
#90
NY-07 Lounsberry Truck Stop Exit 63 (Watertown) 607-687-3957
Nichols
XX-00 Xxxxx Xxxxx Xxxxxx #00 Xxxx 00 Xxxxx 00 Randolph 000-000-0000
NY-10 Canaan Truck Stop Exit B22 NY State Thruway Canaan 518-781-4144
XX-00 Xxxxx Xxxxx Xxxxx Xxxxx Xxxx 0X, XX00 Toledo 419-837-6409
XX-00 Xxxxx Xxxxx Xxxxx Xxxxx - Xxxx 00, MM29 I-75 & S. R. 63 Monroe 000-000-0000
South
OH-03 Truckomat - Hebron Exit 126, MM126 Hebron 740-467-2818
OK-01 Simon's Truck Oasis #1 Exit 26, MM26 Sayre 000-000-0000
OK-02 Bruce's Tulsa Truck Plaza 161st St. Exit, MM238 Tulsa 918-234-3800
OK-03 Bruce's Oklahoma City X-00 Xxxx 000, XX000 Xxxxxxx Xx. Xxxxxxxx Xxxx 000-000-0000
OK-04 Bruce's Oklahoma City X-00 Xxxx 000, Xxxxxxxx Xxxx. Xxxxxxxx Xxxx. Xxxxxxxx Xxxx 000-000-0000
OR-01 Jubliz Truck Stop Exit 307 on Marine Dr. Portland 503-283-1111
OR-02 Xxxxxxxxx Xxxxxx Xxxxx Xxxx 000, XX000 Xxxxxxxxx 000-000-0000
PA-02 All American Auto/Truck Xxxxx Xxxx 00, XX00 XX Xxxxxxxx, Xxxx Xxxxxxxx 000-000-0000
Xxxxx 00
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XX-00 Xxxxx Xxxxxxx Service Xxxx 0, XX00.0 Xx. 000 Xxxx 814-838-1947
PA-05 Xxxxx'x Ferry All American X.X. 00-000 Xxxxxxxxx 717-834-3174
Plaza
PA-06 Frystown All American Xxxxx Xxxx 0, XX00 Xxxxxx 000-000-0000
PA-07 Pine Grove All American Xxxxx Xxxx 00, XX000 Xxx. 000 Xxxx Xxxxx 000-000-0000
PA-08 Xxxx'x 00 Xxxx/Xxxxx Xxxxx Xxxx 0, XX00 Xx. 000 Lake Ariel 000-000-0000
XX-00 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxx 00 off X-00 Xxxx 00 off PA Carlisle 000-000-0000
Turnpike
PA-13 Pocono Mountain Travel Xxxxx Xxxx 000-00X, XX00 X.X. 00 Bartonsville 000-000-0000
XX-00 Xxxxxxxx Xxxxxxxx Xxxxxx Xxxx 00, XX00 U.S. 322 Strattanville 000-000-0000
Center
XX-00 Xxxxxxxx Xxxxx Xxxxx Xxxx 00, XX00 Xxx. 00 Xxxxxxxx 000-000-0000
TN-01 000 Xxxxxx Xxxxxx Xxxx 000, XX000 XX 92 Xxxxxxxxx 000-000-0000
TN-02 The Tennessean Truck Stop Xxxx 00, XX000 XX Xxx 00X Xxxxxxxxxxxx 000-000-0000
XX-00 Xxxxxxx' Xxxx X/X-Xxxxxxxxxx Xxxx 000, XX000 Gainesville 940-665-9521
TX-03 Hitchin' Post T/T-Huntsville Exit 000, XX000 Xxxxx Xxx. 00 Xxxxxxxxxx 000-000-0000
TX-04 Rip Xxxxxxx Travel Centers Exit 177, MM177 Hwy. 87 Big Spring 000-000-0000
TX-05 Rip Xxxxxxx Travel Centers 50th Street/Ave. "A" I-27 to Ave. A Lubbock 806-747-2505
TX-06 Rip Xxxxxxx Xxxxxx Xxxxxxx Xxxx 000, XX000 Xxxxxxx 000-000-0000
XX-00 Xxxxxx Xxxx/Xxxxx Xxxxx Xxxx 00 Amarillo 000-000-0000
TX-09 Rip Xxxxxxx Travel Centers X.X. 00 000 & X.X. 00 Xxxxxx 000-000-0000
TX-10 Rip Xxxxxxx Travel Xxxxxxx Xxxx 00, XX00 Xxx. 00 Xxxxx 000-000-0000
TX-13 Rip Xxxxxxx Travel Centers Exit 000 Xxxxxxx Xxxx Xxx Xxxxxxxxx 000-000-0000
XX-00 Xx Xxxx Xxxxxx Xxxxx Xxxx 00 Xxxxxxx Xxxx. El Paso 000-000-0000
XX-00 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX000 F.M. 359 Brookshire 000-000-0000
XX-00 Xxxxxx Xxx Xxxx Xxxxx Xxxxx Xxxx 000 Ozona-San Xxxxxx 000-000-0000
UT-02 West Winds Truck Stop Exit 000, XX000 Xxx. #0 & #000 Xxxxx Xxxxx 435-564-3495
UT-04 Super-Mart Utah Xxxx 00 Xxxxx & 0xx X. 000 Xxxx Xxxx Xxxx 000-000-0000
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XX-00 Xxx Xxxxxxxxx Xxxxx Xxxx Xxxx 000, XX000 Tom's Brook 000-000-0000
VA-03 Doswell All American Xxxxx Xxxx 00, XX00 Xxxxx 00 Doswell 804-876-3712
WI-01 Bar-B Travel Xxxxx Xxxx 000, XX000 Xxx. 00 Xxxxx Xxxxx 715-284-4341
Falls
WI-03 Edgerton Shell Oasis Truck Exit 000 Xxx. 00 & Xxx. 00 Xxxxxxxx 000-000-0000
Stop
WI-04 Highlands Mobil Travel Xxxxx Xxxx 000, XX000 Xxx. 00 Racine 000-000-0000
WV-01 Xxxxxx Xxxx Travel Express Exit 11, MM11 Xxxxxx Xxxx Wheeling 000-000-0000
WY-01 Rip Xxxxxxx Xxxxxx Xxxxxxx Xxxx 000, XX000 Rawlins 000-000-0000
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SCHEDULE 2
LIST OF CURRENT PNV EQUIPMENT
Current PNV Equipment:
Satellite Dish & Off-air receive antenna
Processing [head-end] equipment
Telephone PBX switch and operator console
Distribution cables
Parking lot plug-in boxes
Rental coaxial cables
Rental telephones and cables
Rental Televisions
Cable TV "billing" computer and software
Prepaid [debit] phonecard dispenser
Telephone & Cable TV accessories for resale
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SCHEDULE 3
LIST OF CURRENT PROGRAMMING SCHEDULE
Current Programming Schedule:
==============================================================================================
Channel # Program
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
2* Playboy
----------------------------------------------------------------------------------------------
3 CBS
----------------------------------------------------------------------------------------------
4 ESPN
----------------------------------------------------------------------------------------------
5 Fox
----------------------------------------------------------------------------------------------
6 HBO (East)
----------------------------------------------------------------------------------------------
7 WGN Chicago
----------------------------------------------------------------------------------------------
8 USA
----------------------------------------------------------------------------------------------
9 WTBS Atlanta
----------------------------------------------------------------------------------------------
10 PNV Program Guide and Advertising
----------------------------------------------------------------------------------------------
11 TNN
----------------------------------------------------------------------------------------------
12 Headline News
----------------------------------------------------------------------------------------------
13 ABC
==============================================================================================
* This program forms part of a premium tier of service.
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25
SCHEDULE 4
LIST OF CURRENT TELEPHONE SERVICES
Current Telephone Services:
1-800 calls
Local calls
Operator services
Direct call back to stall # (automated)
Message waiting
Wake-up calls (automated)
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