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EXHIBIT 10.7
[FORM OF CONTRACT FOR MULTIPLE TRUCKSTOPS]
CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT
THIS CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT (this
"Agreement") is entered into this 11th day of July, 1996, by and between Park
'N View, Inc., a Delaware corporation ("PNV"), with its headquarters at 0000
X.X. 00xx Xxxxxx, Xxxxxxxx #00, Xx. Xxxxxxxxxx, Xxxxxxx and Professional
Transportation Partners, LLC ("Operator"), with its headquarters at 0000
Xxxxxxxx Xxx, Xxx. 000, Xxxxxxxxx, XX 00000.
WHEREAS, Operator: (i) currently owns or operates ______________
(_____) full-service travel plaza truckstops which are located at the addresses
listed on Schedule 1 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 (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 their vehicles parked
at the Truckstop; and (ii) sell advertising to be broadcast over the System
(collectively, the "Services"); and
WHEREAS, Operator 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, Operator and PNV (hereinafter collectively being referred to
as the "Parties"), intending to be legally bound, hereby mutually agree as
follows:
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1. Purpose. The Parties hereby agree that PNV shall install the
System at certain of the Truckstops and that the Parties shall operate the
System at such Truckstops pursuant to the terms of this Agreement. PNV shall
initially install the System at Operator's Truckstop located at
___________________________________. PNV shall install the System at such other
Truckstops as may be mutually agreed upon by the Parties.
2. Installation of Equipment.
(a) PNV shall, at its sole cost and expense, and in the
manner herein provided, install and continually maintain at each Truckstop at
which the Services are to be provided equipment consisting of the following:
(i) equipment necessary 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.
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 provide the Services to at least 75%
of the truck parking spaces located at each Truckstop at which it installs the
System. The Parties shall mutually determine the precise number and location of
the truck parking spaces at which the Services shall be provided, 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 the Parties may deem relevant.
(b) PNV shall, subject to Operator's prior approval,
install, at PNV's sole cost and expense, underground and above ground but not
overhead, transmission and distribution cables and equipment through the truck
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.
PNV shall, with Operator's prior consent, 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.
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(c) 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").
(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 PNV Equipment, the System and the Services. PNV shall take care
and make every reasonable effort to minimize damage and disruption to the
premises and Operator's business operations during the installation and
operation of the System at each Truckstop. Prior to commencement of any
construction, PNV shall obtain Operator's approval of 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 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: (i) minimize the disruption
to traffic flow and parking space availability; and (ii) complete the
installation of the System at each Truckstop within forty-five (45) days of
commencement of the installation at each Truckstop.
(f) 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. Operator shall assist PNV
in obtaining any such licenses, permits, or approvals upon PNV's reasonable
request.
(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").
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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. Operator acknowledges
that the System, the Services and the PNV Equipment and the manner of its
operation and installation are proprietary to PNV. Accordingly, Operator shall
use its 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 to: (i) remove, at its sole cost and expense, any or
all of the PNV Equipment from each Truckstop; or (ii) sell or lease it to the
Operator or its successors, nominees or assignees. 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 set
forth on Schedule 3. PNV may, with the
prior consent of Operator, 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" as defined
in Section 8(b) below) 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, with the consent of
Operator, 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
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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 shall also provide telephone
service to certain parking slots at each
Truckstop. The current telephone services
offered by PNV are set forth on Schedule 4.
The fee schedules established for the
Services include a charge relating to phone
usage and such fees shall be considered
Gross Receipts for purposes of this
Agreement. PNV shall, with Operator's prior
consent, have the right to determine and
make changes to the specific types of
telecommunication services provided to a
particular Truckstop from time to time. If
the Parties mutually agree to permit PNV to
provide phone service to areas of the
Truckstops, other than the parking lot, the
Parties shall mutually agree as to the
profit allocations with respect to such
services.
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. PNV shall provide follow up training for Operator's personnel during
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 Operator from time to time. PNV shall, with the prior
consent of Operator, 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 shall not interfere with the operation of said
Truckstop.
(b) Operator shall use its 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. The Parties 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.
The Parties shall share the cost of implementing and funding any such mutually
agreed upon incentive programs.
(c) Operator may develop and supply to PNV, at no
cost to PNV, certain advertising and promotional materials relating to the
System and the Services. PNV may also
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develop and supply to Operator, at no cost to Operator, certain advertising and
promotional materials relating to the System and the sale of the Services.
Subject to each Party's approval and consent, Operator and PNV shall make
reasonable efforts to utilize and display such materials at each Truckstop in
order to promote the sale and promotion of the Services.
6. Maintenance of the PNV Equipment and the System.
(a) PNV shall 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) The day to day maintenance of the System shall be
handled as follows:
(i) Operator's 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 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. Unless
extenuating circumstances exist, PNV shall,
within forty-eight (48) hours, either
authorize Operator to contact a designated
repair technician or dispatch a designated
repair technician to make the necessary
repairs to the System. Charges for repairs
will be billed directly to PNV.
7. Term.
(a) Subject to Sections 7(b) and 16, the term of this
Agreement, as it applies to each Truckstop at which the System is installed,
shall be for a period of ten (10) years commencing on the Truckstop Service
Date and terminating on the tenth anniversary of the Truckstop Service Date
(the "Term"). Subject to Section 7(b) and Section 16, 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).
(b) Operator and PNV hereby acknowledge and agree that
either party shall have the right to terminate this Agreement as it applies to
one or more Truckstops if such Truckstop does not have average gross revenue of
$35 per wired stall per month during any six
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(6) month period, the Parties have jointly implemented a plan to increase
revenue at such Truckstop and the average gross revenue does not exceed $35 per
wired stall per month at such Truckstop during the three (3) month period
following implementation of such plan.
8. Fees.
(a) 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 five-percent (5%) to Operator and thirty
percent (30%) to truckstop operator; and (ii) during the Automatic Renewal
Term, sixty percent (60%) to PNV and ten percent (10%) to Operator and thirty
percent (30%) to truckstop 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) 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) Net profits (after payment of all Directly Related
Expenses) generated by the services provided pursuant to Sections 4(a)(ii) and
4(a)(iii) shall be divided as follows: 50% to PNV and 50% to Operator. For
these purposes, "Directly Related Expenses" shall mean all direct costs and
expenses incurred by PNV with respect to the: (i) acquisition and installation
of the equipment necessary to transmit advertising over the System, including,
without limitation, loop tape players and loop tapes; (ii) sale, promotion and
production of advertising programs; (iii) salaries and commissions paid to and
expenses incurred by individuals or entities which sell advertising; and (iv)
fees paid to pay-per-view programmers. Directly Related Expenses shall not
include: (i) allocations of corporate overhead (other than the advertising
department); (ii) depreciation of the PNV Equipment, other than the equipment
necessary to transmit advertising over the System; or (iii) other costs and
expenses which are not directly related to the sale and promotion of
advertising over the System.
(c) Operator shall collect all applicable fees and taxes
from the users who purchase the Services directly from Operator. Operator shall
not be responsible for collection of fees and taxes from those users who
purchase the Services through PNV's automated phone activation program. Billing
is to be made on a unit basis in accordance with the rates and procedures
specified by PNV from time to time. Any taxes due on the Services purchased
directly through Operator 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. PNV
shall be responsible for the payment of all
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taxes due with respect to amounts collected by PNV from users who purchase the
Services through PNV's automated phone activation program.
(d) All Gross Receipts and other revenues collected by
Operator with respect to the sale of the Services shall be remitted to PNV on a
monthly 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) Upon request by PNV, but not more than once a week,
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, cable drops, adapters, connectors and telephones; (iii)
the amount of the taxes collected by the Operator; and (iv) other operating
data relating to the System as PNV may reasonably request.
(f) The books and records of the Operator and PNV
pertinent to the Gross Receipts, Directly Related Expenses, 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.
9. Exclusivity.
(a) PNV shall, for 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).
(b) PNV shall during the Term of this Agreement (and any
renewal term) have: (i) the exclusive right to sell to Operator at competitive
prices coaxial and phone cables for use with the Services provided by PNV; 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.
10. Rights Granted to PNV. Operator hereby grants and conveys to
PNV, for the Term of this Agreement (and any renewal term), access 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.
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11. 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 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 limited liability corporation duly
organized, validly existing and in good standing under the laws 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 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
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performed by Operator pursuant to this Agreement will not: (i) conflict with or
violate any 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. Risk of Loss and Insurance; Indemnification.
(a) PNV shall bear the risk of loss and hereby indemnifies
Operator 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,
operation 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).
(b) Operator shall be responsible for the repair or
replacement of the PNV Equipment resulting from damage or destruction caused by
the negligence or willful misconduct of the Operator, its employees,
contractors or agents.
(c) Both Operator 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 relating to the operation or use of the System or the sale or
provision of the Services 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.
14. 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
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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.
15. Assignment.
(a) Operator may sell, assign, transfer or otherwise
dispose of its interest in one or more of the Truckstops (through a change of
control or otherwise) provided that the acquiror of such interest or assets
shall assume the Operator's rights and obligations hereunder and shall be bound
by the terms of this Agreement, in which case, PNV shall recognize the acquiror
of such Truckstop as its Operator for purposes of this Agreement.
(b) PNV may pledge its interest in this Agreement to any
party, including without limitation, 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 assume all of PNV's rights and obligations hereunder and shall be bound
by the terms of this Agreement.
16. Breach. 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.
17. Ownership and Confidentiality. Operator recognizes and agrees
that PNV shall, during the term of this Agreement and thereafter, retain sole
ownership of the System and the PNV Equipment. Operator recognizes the
proprietary nature of the concept and the design of the System, the PNV
Equipment and the Services. Accordingly, Operator agrees 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. Operator further agrees that the "Park N' View"
name and logo shall be and remain the property of PNV and all references by
Operator 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, Operator shall execute a no cost limited license
agreement for the use of such service xxxx.
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18. 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: Xxxxxx X. Xxxxxx, Pres.
Professional Transportation Partners LLC
0000 Xxxxxxxx Xxx, Xxx. 000
Xxxxxxxxx, XX 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 18(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) 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
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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. To the extent practical, PNV 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 or
Operator from making any disclosure which its legal counsel deems necessary or
advisable to fulfill such party's disclosure obligations under applicable law.
To the extent practical, all public disclosures 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.
(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.
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(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 Ft. Lauderdale, Florida in accordance
with the then existing rules of the American Arbitration Association. PNV and
Operator 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 borne equally by the Parties.
(m) 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.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, Operator 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
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By: /s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx, President
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[OPERATOR]
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By: /s/ Xxxxxx X. Xxxxxx
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SCHEDULE 1
LIST OF TRUCKSTOPS OWNED OR OPERATED
BY OPERATOR
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PHONE
STATE CITY INTERSTATE LOCATION CONTACT NUMBER
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Alabama Cusseta X-00, Xxxx 00 Xxxxxx Xxxxxx Xxxxx Xx. XxXxxxx Xxxxxxx 334-756-3161
AL001
Alabama Tuscaloosa I-59 & I-20 @ Exit 76 Xxxxxxx'x 76 Truck Stop Xx. Xxxxx Xxxxxxx 000-000-0000
AL002 Minor Highway
Arkansas Xxxxxxxx I-40 & US Highway 78 Shell Super Stop #400 Xxxx X. Xxxxxx 000-000-0000
AR001
Arkansas Xxxxxxxx I-40, US 78 Xxxxxxxx 66 #401 Xxxx Xxxxx 000-000-0000
AR002
Arkansas Little Rock 13400, I-30, County County Line Truckstop #38 Xxxx Xxxxx 501-455-4224
AR003 Line Exit
Arizona San Simon I-10, Exit 378 4-K Truck Stop Xx. Xxxx Xxxxx 520-845-2251
AZ001
Arizona Holbrook X-00 & Xxxxxxx 00 Xxxxxxxx Xxxxx Xxxxx Mr. Xxxx Xxxxxxxx 000-000-0000
AZ002
Arizona Kingman I-40 & Exit 66 Snobird Truckstop Mr. Xxxxx Xxxx 000-000-0000
AZ003
California Bakersfield XX Xxxxxxx 00, Xxxx Xxxx Xxxxxxxx Travel Stop Xx. Xxx Xxxxxxxxxx 000-000-0000
CA001 000
Xxxxxxxxxx Xxxxx Xxxxx Xxx 000 & 33 San Xxxx Truck Stop Ms. Xxxxxxx Summit 000-000-0000
CA002
Colorado Brighton I-76, Exit 17 Tomahawk Truck Stop - Xx. Xxxx Xxxxxxxx 000-000-0000
CO001 Brighton
Colorado Fountain I-25, Exit 128 Tomahawk Truck Stop - Xx. Xxxx Xxxxxxxx 719-382-5473
CO002 Fountain
Colorado Watkins I-70, Exit 295 Tomahawk Truck Stop - Xx. Xxxx Xxxxxxxx 303-292-0500
CO003 Watkins
Connecticut Branford X-00, Xxxx 00 xx Xxxxxx Xxx Xxxxx 95 East Truck Xx. Xxxx Xxxxxx 000-000-0000
CT002 Island Stop
Florida Tampa X-0, Xxxx 000 Xxxxx Xxxxx 301 Auto/Truck Xx. Xxxx Xxxxxxx 813-623-1548
FL001 Plaza, Inc.
Florida Lake City I-75 & US 441, Exit L & G Auto and Truck Plaza Xxxxxx Xxxxxxxxx 000-000-0000
FL002 80
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Florida Mossy Head I-10, & Highway 285 Lucky 13 Truck and Auto Xx. Xxxxx X. Xxxxxx 000-000-0000
XX000 Xxxxx
Xxxxxxx Xxxxx Rice I-20 & Liberty Road, Leather's Truck Stop Xx. Xxxxxx Xxxxxx 000-000-0000
GA001 Exit 6
Xxxxxxx Xxxxxxx X-00 & X.X. Xxxxxxx Xxxxxxx "00" Travel Center Mr. Xxxx Xxxxxx 000-000-0000
GA002 000
Xxxxxxx Xxxxxxx X-00, Xxxx 00 Xxxxxxx Travel Center Xx. Xx Xxxxxxx 000-000-0000
GA003
Xxxxxxx Xxxxxxxx X-00, Xxxx 000 Xxxx Xxxx Xxxxx Xxxxx Xx. Xxxxx Xxxxx 706-935-5107
GA004
Xxxxxxx Xxxxxxxxx X-00, Xxxx 0X Xxxxx Xxxxxx Xxxxx Inc. Xx. Xxxxxxx Cisco 000-000-0000
GA005
Idaho Downey I-15, Exit 31 Flags West Truck Stop Xx. Xxx Xxxxxx 208-897-5238
ID001
Illinois XxXxxx X-00 & XX 000, Xxxx Xxxxx Truckers Home - Xx. Xxxx Xxxxxx 000-000-0000
IL001 145 McLean
Illinois Tuscola I-57 & US 36 Dixie Truckers Home - Xx. Xxxx Xxxxxx 000-000-0000
IL002 Xxxxxxx
Xxxxxxxx Xxxx X-00 & Xx. 000, Xxxx Xx Xxxxx-Xxxx Xxxx Xxxxxxxx 000-000-0000
IL003 00 Xxxx/Xxxxxxxxx
Xxxxxxxx Xxxxx Xxxxxxx X-00 & 159th Street Calumet Auto Truck Plaza Xx. Xxxxxxx XxXxxxx 708-339-4101
IL004
Illinois Hampshire X-00 & XX Xxx 00 Xxxxx Xxxx Truckstop Xx. Xxxxx Xxxxxxx 000-000-0000
IL005
Illinois Troy I-55 and X-00, Xxxx 00 Coutry Style Plaza - Xxxx Xxxxx Xxxxx 000-000-0000
XX000
Xxxxxxx Xxxx Xxxxxxx X-00 & I-94 Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
IN001 Lake Station
Indiana Porter 0000 Xxxx XX Xxx 00 Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
IN002 Porter
Indiana Grovertown XX 00, 0 xxxx Xxxx xx Xxxxxxxxxx Truckstop Inc. Xx. Xxxx Xxxxxxxx 000-000-0000
XX000 Xxx 0000
Xxxxxxx Xxxxxxxxxx X-00 & Xxxxxxx 000, Xxxxxxxxxx Xxxxxx Xxxxx Xx. Xxxxxx Xxxxxxx 000-000-0000
IN004 Exit 41
Indiana Haubstadt Jct. XX 00 & Xxxxxxx Xxxxxxxxx 00 Xxxxxx Xxxxx Mr. Xxx Xxxxxx 000-000-0000
IN005 68
Indiana Memphis I-65, Exit 16 Country Style Plaza - Xxxxx Xxxxx 000-000-0000
IN006 Memphis
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Indiana Leavenworth I-64, Exit 92 Country Style Plaza - Xxxxx Xxxxx 812-739-4510
IN007 Leavenworth
Kansas Wakeeney X-00 & Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxx Xx. Xxxx Xxxxxxxxx 000-000-0000
KS001
Kentucky Waddy I-64 & KY 395, Exit 43 Waddy Travel Plaza Xx. Xxxxx Xxxxxx, III 000-000-0000
KY001
Kentucky Paducah X-00, Xxxx 00 Xxxxxxxx Xxxxx Truck Stop Mr. Xxxx Xxxxxx 000-000-0000
KY002
Kentucky Corbin X-00, Xxxx 00 Xxxxxx Xxxxxx Xxxxx Xx. Xxxx Xxxx 000-000-0000
KY003
Kentucky Richmond X-00, Xxxx 00 Xxxxx Xxxxx Xxxxxx Xxxxxx Xx. Xxxx Xxxx 000-000-0000
KY004
Kentucky Glendale X-00, Xxxx 00 Country Style Plaza - Xxxxx Xxxxx 000-000-0000
KY005 Glendale
Louisiana New Orleans I-510, Old Gentilly New Orleans Truck & Xx. Xxxx X. Xxxxx 504-241-0409
LA001 Road Travel Center
Louisiana Tallulah I-20, US Hwy. 65, Louisiana I-20 East Xx. Xxxx Xxxxxxx 000-000-0000
LA002 Exit 171 Travel Center
Maryland Baltimore I-95 & O'Donnell, Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 410-633-9500
MD001 Exit 57 Baltimore
Michigan Holland X-000, Xxxx 00 Xxxxx Xxxx Truck Stop Xx. Xxxxx Xxxxx 616-396-2538
MI001
Michigan Bridgeport I-75, Bridgeport Alpine Auto Truck Plaza, Mr. Xxxxx Xxxx` 000-000-0000
MI002 Exit, MM 144 Inc.
Michigan Xxxxxx Xxxxx X-00, Xxxx 000 @ TE-Khi Truck Auto Plaza Mr. Xxx Belt 000-000-0000
MI003 Eleven Mile Road Inc.
Missouri Mound City I-29, Exit Highway Squaw Creek Truck Plaza, Mr. Xxxxx Xxxxx 000-000-0000
MO001 159, MM 79 Inc.
Missouri Columbia X-00, Xxxxxxx 00, Xxxxxx Xxxxxx Xxxxx Xx. Xxx Xxxxxxxx 573-445-9466
MO002 Exit 21
Mississippi Vaiden X-00 & XX Xxx 00, 00/00 Xxxxx Xxxxx Xx. Xxxxx Xxxxxx 000-000-0000
MS001 Exit 000
Xxxxxxxxxxx XxXxxx X-00, Xxxx 00, Xxxxxxxx Truck Stop Xx. Xxxxx Xxxxx 601-684-3000
MS002 Fernwood Road
Montana Xxxxxx I-90, Exit Town Pump Travel Plaza of Xx. Xx Xxxx 000-000-0000
MT001 Xxxxxx
North Carolina Kings Mountain I-85, Exit 5 & Xxxxx Kings Mountain Truck Plaza Xx. Xxx Xxxxx 704-739-6415
XX000 Xxxxxx Xxxx
-00-
00
Xxxxx Xxxxxxxx Candler X-00, Xxxx 00 Xxxxxx Xxxxx xx Xxxxxxx - Xx. Xxxxxxx Xxxxxxx 000-000-0000
XX000 Xxxxxxx
Xxxxxxxx Hershey I-80, Exit 164 Tomahawk Truck Stops - Xx. Xxxx Xxxxxxxx 000-000-0000
NE001 Hershey
Nebraska Lincoln I-80 & XX 0, Xxxx 000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxx 402-474-1771
XX000
Xxx Xxxxxxxxx Xxxxxxxxx I-95 & XX 000, Xxxx 0 Xxxxxx Xxxxx xx Xxxxxxx - Xx. Xxxxxxx Xxxxxxx 000-000-0000
NH001 N & 3 AS Greenland
New Jersey Mahwah I-87, Exit 15; I-287, Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 201-529-2704
XX000 Xx. 00X Xxxxxx
Xxx Xxxxxx Paulsboro I-295, Exit Mt. Royal Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
NJ002 Paulsboro
New Jersey Clinton I-78, Exit 12, 3 Johnny's Truck Stop Xx. Xxxx Xxxxx 000-000-0000
NJ003 Miles West
New Mexico Gallup X-00, Xxxx 00 & Xx. Xxxxxxx'x Xxxxxx 76 Auto Mr. Xxxxx Xxxxxx 000-000-0000
XX000 Xxxxxxx 00 Xxxxx Xxxxx
Xxx Xxxxxx Xxxxxxx XX Highway 285 & 70 Price's Truck Stop Xx. Xxxx Xxxxx 000-000-0000
NM002
New Mexico Tucumcari I-40, Exit 329 Tuccumcari Truck Terminal Xx. Xx Xxxxxxx 000-000-0000
NM003
Nevada Sparks X-00 Xxxx, Xxxx 00, Xxxxx Travel Center Xx. Xxx Xxxxxxx 000-000-0000
NV001 Sparks Road
Nevada Wells I-80 & Highway 93 4-Way Truck Stop Mr. Xxxxx Xxxx 000-000-0000
NV002
Nevada Las Vegas X-00, Xxxxxxxxx, Xxxx Xxxx 0 Xxxxx Xxxxx Xx. Xxxx Xxxxxxx 702-736-2298
NV003 37
New York Belmont Xxxxxx 00 & 00 Xxxxxx Xxxxx xx Xxxxxxx - Xx. Xxxxxxx Xxxxxxx 000-000-0000
NY001 Belmont
New York Dansville X-000, Xxxx 0 Xxxxxx Xxxxx xx Xxxxxxx - Xx. Xxxxxxx Xxxxxxx 000-000-0000
NY002 Dansville
New York Fultonville I-90, Exit 28, NY Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
XX000 Xxxxxxx Xxxxxxxxxxx
Xxx Xxxx Maybrook I-84, Exit 5, MM 29 Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
NY004 Maybrook
New York Binghampton I-81, Exit 2W, NY 17 Travel Ports of America - Xx. Xxxxxxx Xxxxxxx 000-000-0000
XX000 Xxxxxxxxxxx
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Ohio Beaverdam 0-00, XX Xxxxxxx 00, Xxxxx Xxx/Xxxxxxxxx Xx. Xxxxx X. Xxxxx 000-000-0000
OH001 30, MM 000 Xxxxx Xxxxx
Xxxx Hubbard I-80, Exit 234 Truck World, Inc. Mr. Xxx Xxxxxx 000-000-0000
OH002
Ohio London 000 XX Xxxxx 00 XX Xxxxxxxx I-70 West Auto Xx. Xxxxx Xxxxx 000-000-0000
OH003 Truck Stop
Canada Cornwall, Jct. 401 & McConnell Fuel Saver Corporation - Xx. Xxxxx Xxxxxx 613-933-8363
XX000 Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Dorchester, Jct. 401 & Dorchester Fuel Saver Corporation - Xx. Xxxxx Xxxxxx 519-268-7319
ON002 Xxxxxxx Xxxx, Xxxx 000 Xxxxxxxxxx
Xxxxxx Grimsby, QEW and Fuel Saver Corporation - Xx. Xxxxx Xxxxxx 905-878-8446
ON003 Ontario Casablanca Xxxxxxx
Xxxxxxxxx, Xxxx 00
Xxxxxx Bowmanville, Highway 401 & Fuel Saver Corporation - Xx. Xxxxx Xxxxxx 905-623-3604
ON004 Ontario Xxxxxxx Xxxx, Xxxx Xxxxxxxxxxx
000
Xxxxxx Milton, Highways 401 & 25, Fuel Saver/Fifth Wheel - Xx. Xxxxx Xxxxxx 000-000-0000
XX000 Xxxxxxx Xxxx 000 Xxxxxx
Xxxxxx Pendleton I-84, Exit 202 Xxxxx'x Truck Ranch Xx. Xxxxx X. Xxxxxxxxx 000-000-0000
OR001
Oregon Halsey 00000 Xxxxxxx 000 Pioneer Villa Truck Plaza Xxxx Xxxxx 000-000-0000
OR002
Pennsylvania Bloomsburg X-00, Xxxx 00 Xxxxxx Xxxxx xx Xxxxxxx Xx. Xxxxxxx Xxxxxxx 000-000-0000
PA001 - Bloomsburg
Pennsylvania Greencastle X-00, Xxxx 0 & Xxxxxx Xxxxx xx Xxxxxxx Xx. Xxxxxxx Xxxxxxx 000-000-0000
PA002 Xxxxxxxx XX. - Greencastle
Pennsylvania Milesburg X-00, Xxxx 00 Xxxxxx Xxxxx xx Xxxxxxx Xx. Xxxxxxx Xxxxxxx 000-000-0000
PA003 - Milesburg
Pennsylvania Harbor Creek X-00, Xxxx 00 Xxxxxx Xxxxx xx Xxxxxxx Xx. Xxxxxxx Xxxxxxx 000-000-0000
PA004 - Harbor Creek
South Carolina Columbia X-00, Xxxx 00, XX Xxx Xxxxxxxx "20" Travel Xx. Xxxx Xxxxxxxxx 000-000-0000
SC001 21 Center
South Carolina Manning I-95 & SC US Hwy. Jerry's Travel Center Xx. Xxxxxxx Xxxx 803-473-2568
SC002 261
Tennessee Cookeville X-00 & Xxx 000, Xxxx Xxx-Xxxx Auto Truck Plaza Xx. Xxxxxx X. Xxxxx 000-000-0000
TN001 288
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Tennessee White Xxxx X-00, Xxxx 0 Xxxxxxx Xxxxxx Xxxxxx Xx. Xxx Xxxxxx 000-000-0000
TN002
Tennessee Cornersville I-65 & 31 A, Exit 22 The Tennessean Truck Stop Xx. X. X. Xxx Xxxxxxx 000-000-0000
TN003
Tennessee Stanton X-00 & Xx. 000, Xxxx Xxxx 00 Plaza Xx. Xxx Xxxxxx 000-000-0000
TN004 47
Tennessee Antioch X-00, Xxxx 00 Xxxxxxx'x Xxxxx Xxxx Xx. Xxxxxx Xxxxxx 000-000-0000
TN005 Auto Truckstop
Texas Huntsville I-45, Exit 118 & US Hitchin' Post Truck Mr. Xxxx Saucler 000-000-0000
TX001 00 Xxxxx Xxxxxxxx - Xxxxxxxxxx
Xxxxx Forney I-20 & FM 460, XX Xxxx Fuel Stop Xx. Xxx Xxxx 000-000-0000
TX002 488
Texas Gainesville I-35, Exit 500 Hitchin' Post Truck Xx. Xxxxxx Xxxxxxxx 000-000-0000
TX003 Terminal - Gainesville
Texas Xxxxxx X-00, Xxxx 000 Xxx-X Xxxxxx Xxxxx of Mr. Xxxx Xxxxxx 000-000-0000
TX004 Texas
Texas Vidor I-10, Exit 858 B Spindletop Truck Stop Xx. Xxxx Xxxxxxxxxx 000-000-0000
TX005
Virginia Raphine X-00, X-00, Xxxx 000 White's Truck Stop, Inc. Xx. Xxxx Xxxxxxxx 000-000-0000
VA001
Virginia Fredericksburg I-95 & US Highway Servicetown Travel Plaza Xx. Xxxxxxx Xxxxx 000-000-0000
VA002 17 North
Washington Marysville I-5, Exit 202 Donna's Travel Plaza's, Xx. Xxxxxxx Xxxxx 360-653-3000
WA001 Inc.
Washington Union Gap X-00, Xxxx 00 Xxxxxxxxxx Xxxxx Xxxxx Xx. Xxxxx Xxxxxxxx 509-248-9640
WA002
Wisconsin Hudson X-00, Xxxx 0 & XX Xxxx Xxxx Xxxx Auto Mr. Xxxxxx Xxxxxx 715-386-5835
WI001 Xxxxxxx 00 Xxxxx Xxxxx
Wisconsin Deforest I-90/94 & Highway Windsor Marathon Truck Xx. Xxxxxxx X. Xxxxxxx 000-000-0000
WI002 51, Exit 132 Stop
Wisconsin Richfield US 41 and 45, State Richfield Truck Stop Xx. Xxxxxxx XxXxx 000-000-0000
WI003 Highway 000 Xxxx
Xxxxxxxxx Xxx Xxxxx I-94, Exit 322 Milwaukee Travel Center Xx. Xxxxx Xxxxxxx 000-000-0000
WI004
Wyoming Cokeville XX 00 Xxxxx & Xxxxxxxxx Xxxxx Xxxxx Xx. Xxxxx Xxxxx 000-000-0000
WY001 Wyoming 89
Wyoming Rock Springs I-80, Exit 104 Outlaw Truckstop Mr. Xxxxx Xxxx 307-362-6205
WY002
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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
Cable TV "billing" computer and software
Prepaid [debit] phonecard dispenser
Telephone & Cable TV accessories for resale
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PARK `N VIEW
CHANNEL LINE-UP
Current Programming Schedule:
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Channel # Station SAT Channel
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2 A&E G5 23H
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3 Discovery G5 12V
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4 ESPN II G5 14V
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5 WGN G5 7H
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6 HBO West G5 8V/East G5 15H
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7 AMC F4 1V
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8 Off Air NBC
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9 ESPN 1 G5 9H
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10 Prevue F4 8H
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11 TNN G5 18H
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12 CNN G5 5H
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13 Off Air ABC
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14 Blank Future Service
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15 USA G5 19H
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16 Off Air Fox
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17 Off Air CBS
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18 WTBS G5 6V
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19 US XPRESS Power Channel
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20 VCR II
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21 VCR III
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22 VCR IV
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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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