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EXHIBIT 10.10
CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT
THIS CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT (this
"Agreement") is entered into this 15th day of February, 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 Pilot
Corporation, a Tennessee corporation ("Operator"), with its headquarters at
0000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, 00000.
WHEREAS, Operator: (i) currently owns or operates eighty-seven (87)
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:
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 Madera,
California. 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:
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(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.
(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").
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(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").
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
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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.
If requested by Operator, PNV shall delete
one or more channels from the programming
schedule and substitute the same with
programming mutually agreed to by PNV and
Operator.
(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. PNV shall not permit any
individual or entity which owns or operates
a truckstop or truckstops to advertise over
the System at any of Operator's Truckstops.
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 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. PNV's right to provide telephone
services to each Truckstop shall be subject
to: (a) Operator's legal right to permit
PNV to provide such services;
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and (b) any contractual restriction imposed
on Operator which may prohibit PNV from
providing such services. 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 and shall be subject to any restrictions or requirements imposed by
Operator.
(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 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
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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 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 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). Notwithstanding the
foregoing, the Term and Automatic Renewal Term of this Agreement as it applies
to each Truckstop at which PNV has installed the System shall be subject to and
limited by the term of Operator's lease, if any, of the premises at which said
Truckstop is located.
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(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: (i) such Truckstop does not have average gross
revenue of $35 per wired stall per month during any six (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; or (ii) Operator reasonably believes that the PNV Equipment and the
System is obsolete, Operator reasonably requests that PNV install new equipment
and PNV fails to do so within one hundred fifty (150) days of Operator's
request.
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 thirty-five percent (35%) to Operator; and
(ii) during the Automatic Renewal Term, sixty percent (60%) to PNV and forty
percent (40%) 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) 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 customers who purchase the Services at the Truckstop and shall secure and
account for all funds so collected. Billing is to be made on a unit basis in
accordance with the rates and procedures to be
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established by PNV from time to time. Operator shall not be responsible for
collecting or accounting for fees and taxes obtained from customers who use
PNV's automated telephone activation service. PNV may, with Operator's prior
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.
(d) 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 taxes due with respect to amounts
collected by PNV from users who purchase the Services through PNV's automated
phone activation program.
(e) 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 or from Operator and PNV for each calendar
month shall be paid to Operator by PNV within ten (10) days of the close of
each calendar month.
(f) 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.
(g) 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. Upon request, PNV shall
provide Operator with detailed summaries of all Directly Related Expenses
incurred with respect to the sale of programming and advertising pursuant to
Sections 4(a)(ii) and (iii). Operator shall have the right to review and
discuss with PNV the appropriateness of items included in the calculation of
Directly Related Expenses.
9. Exclusivity.
(a) Subject to the provisions of Section 1 hereof, PNV
shall, for a period of thirty-six (36) months from the date of this Agreement,
have the exclusive right to install the System and provide the Services to each
Truckstop and any additional truckstops in which
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Operator acquires an interest (whether owned, leased or operated under a
contract or some similar agreement), provided that, such additional truckstop
is not prohibited from entering into a contract with PNV pursuant to an
existing contractual obligation.
(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.
(c) For a period of six (6) months from the date of this
Agreement, PNV shall not install the System or provide the Services to any
truckstop owned or operated by Flying J or any of its affiliates. Upon the
expiration of said six (6) month period, the Parties shall discuss the
continuation of the foregoing provision or some modified version of the same.
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.
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.
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(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 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 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.
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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. PNV shall provide Operator with a certificate of insurance
evidencing insurance coverage in compliance with this Section 13(c). PNV and
Operator shall review the amount and terms of PNV's insurance coverage on an
annual basis and make such adjustments as may be reasonably necessary based
upon the prior years' claims experience.
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 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 the acquiror
of such interest is not the owner or operator of one or
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more truckstops and provided further 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.
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
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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: Xxxxxxx Xxxxxxx
Pilot Corporation
0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Fax Number: (000) 000-0000
With a copy to: Xxxxxx Xxxxxxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxxx
000 Xxxx Xxxxxx
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 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 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
-13-
14
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.
(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 Knoxville, Tennessee 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.
-14-
15
(m) Favored Nations. PNV agrees that the profit or
revenue allocations set forth in Sections 8(a) and 8(b) of this Agreement shall
be amended to reflect any increased profit or revenue allocations provided to
any other owner or operator of a truckstop, provided that, if the term of the
contract with any of such other owner or operator exceeds the Term and
Automatic Renewal Term of this Agreement as set forth in Section 7(a), Operator
must agree to a comparable extension of the Term and Automatic Renewal Term of
this Agreement as a condition to its right to receive the increased profit or
revenue allocations.
(n) Counterparts. This Agreement may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original and all of which together shall constitute one and the same
instrument.
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
/s/ Xxxx Xxxxx
--------------------------------------
Xxxx Xxxxx
By: /s/ Xxx Xxxxxxxx
-----------------------------
Xxx Xxxxxxxx, President
Pilot Corporation,
a Tennessee corporation
--------------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------- -----------------------------
Xxxxxxx Xxxxxxx
-15-
16
SCHEDULE 1
LIST OF TRUCKSTOPS OWNED OR OPERATED
BY OPERATOR
---------------------------------------------------------------------------------------------------------------
STORE Reg. Manager Address Phone/Fax
---------------------------------------------------------------------------------------------------------------
219 tc 2 Xxxx XxXxx 0000 Xxxxx Xxxxx Xxxx (423) 523-0348
I-40 (Exit 398) Fax: 000-0000
Xxxxxxxxx XX 00000 Subway 523-0348
231 tc 11 Xx Xxxxxxx Xxxxx 00, Xxx 000 (000) 000-0000
X-00 xx X.X. 00X (Xxxx 00) Fax: 000-0000
Xxxxxx XX 00000 Subway 528-0631
239 tc 1 Xxx Xxxxx 000 Xxxxx Xxxxxx Xxxx (000) 000-0000
X-00 xx Xxx. 00 (Xxxx 00) Fax: 000-0000
Xxxxxxx XX 00000
245 tc 10 Xxxx Xxxxxxxxxx 0000 Xxxxxxxxxxx Xxxx (000) 000-0000
X-00 & XX 00 (Xxxx 00) Fax: 000-0000
Xxxxxxxxxx XX 00000
250 tc 8 Xxxx Xxxxx 000 Xxxx Xxxxx Xxxxxx (520) 753-1818
X-00 & XX 00 (Xxxx 00) Fax: 000-0000
Xxxxxxx XX 00000 Subway 753-3660
253 tc 10 Xxxx Xxxxx 0000 Xxxxxxxxxx-Xxxxxx Xxxx (000) 000-0000
Xxxx 0X X-000 xx Xxxxxx Xxxx. Fax: 000-0000
Xxxxxx'x Xxxxx XX 00000 Subway 299-5700
258 tc 1 Xxxxx Xxxxx 0000 Xxx Xxxxxxx Xxxxx (000) 000-0000
X.X. Xxx 000 Fax: 000-0000
I-81 (Exit 150 A or B) Subway 992-2805
Xxxxxxxxxx XX 00000
262 tc 8 Xxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxx Xxxx (000) 000-0000
(Exit 200) Fax: 000-0000
Xxxx Xxxxxx XX 00000 Subway 836-9681
263 tc 9 Xxxx Xxxxxxx X.X. Xxx XX, 000 Xxxx Xxxxxx (816) 443-2027
I-70 (Exit 24) Fax: 000-0000
Xxxxx Xxxxxx XX 00000 Subway 443-2027
-16-
17
265 tc 2 Xxx Xxxxxx Xxxxx 0, 0000 Xxxxx Xxxxxxxxx (615) 528-7100
I-40 (Exit 287) Fax: 000-0000
Xxxxxxxxxx XX 00000
266 tc 0 Xxx XxxXxxx 0000 Xxxx Xxxxxx (000) 000-0000
X-00 & XX 000 (Xxxx 000) Fax: 000-0000
Xxx Xxxxxx XX 00000 Subway 523-2700
268 tc 9 Xxxxx Xxxxxxxx 0000 Xxxxx Xxxxxxxxx Xxxx (000) 000-0000
I-80 & Co. Rd. Y-40 (Exit 284) Fax: 000-0000
Xxxxxxx XX 00000 Subway 284-5152
270 tc 3 Xxx Xxxxxxx 000 Xxxxxx Xxxx (423) 966-0445
I-40 (Exit 374) Fax: 000-0000
Xxxxxxxxx XX 00000 Wendy's 966-0447
271 tc 0 Xxxx Xxxxxxx 0000 Xxxx Xxxxxx (000) 000-0000
Gary IN 46406 Fax: 000-0000
Subway 844-4161
272 tc 17 Xxxxx Xxxxxxxx 000 Xxxx Xxxx (000) 000-0000
I-40/55 (Exit 280) Fax: 000-0000
Xxxx Xxxxxxx XX 00000 Subway 732-1272
273 tc 18 Xxx Xxxxxxxx 113011-40 East (806) 335-363
Xxxxxxxx XX 00000 Fax: 000-0000
Arby's 335-2003
275 tc 15 Xxxxx Xxxxxx 0000 Xxxxxxxxxxx Xxxxxx (000) 000-0000
I-85/77 (Exit 39) Fax: 000-0000
Xxxxxxxxx XX 00000 Subway 358-1006
276 tc 2 Xxx Xxxxx I-40 at Highway 13 (615) 296-4805
Xxxxx 0, Xxx 00X (Exit 143) Fax: 000-0000
Xxxxxxxxx Xxxxx XX 00000 Subway 296-4805
278 tc 12 Xxxx Xxxxxx 000 Xxxxxxxx Xxxx (606) 485-6100
I-75 (Exit 175) Fax: 000-0000
Xxxxxx XX 00000 Travelers' Cafe
280 tc 10 Xxxx Xxxxx I-78 & SR 173 (908) 479-6443
Exit 7 Fax: 000-0000
Xxxxxxxxxx XX 00000 Subway 479-6443
-17-
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281 tc 13 Xxxx Xxxxxx 0000 Xxxx Xxxxxxx Xxxx (216) 530-8500
I-80/Salt Springs Rd. (Exit 226) Fax: 000-0000
Xxxxxx XX 00000 Arby's 530-5100
282 tc 8 Xxxxx Xxxxx 0000 Xxxxxxxx Xxxxxxx (619) 253-2861
I-15 & Xxxxxxx Road Fax: 000-0000
Xxxxxxx XX 00000 DQ 253-2861
283 tc 9 Xxxx Xxxxx U.S. 36/I-57 (Exit 212) (000) 000-0000
XX #0, Xxx 000-X Fax: 000-0000
Xxxxxxx XX 00000
284 tc 13 Xxxxx Xxxxxxx 0000 Xxxxxx Xxxx (000) 000-0000
X-00 @ Xxxxxx Xxxx (Xxxx 00) Fax: 000-0000
Xxxxxx XX 00000 Arby's 457-3507
285 tc 13 Xxx Xxxxx 00000 Xxxxxxxxx Xxxx XX (000) 000-0000
X-00 & Xxxxxxx 00 (Xxxx 000) Fax: 000-0000
Xxxxxx XX 00000 DQ 928-6128
286 tc 12 Xxxx Xxxxxxxxx 6141 US 127 North (000) 000-0000
X-00 & XX 000 (Xxxx 00) Fax: 000-0000
Xxxxx XX 00000 DQ 456-6303
289 tc 9 Xxxx Xxxxxxxxxx 3001 Milwaukee (000) 000-0000
X-00/00 (Xxxx 000-X) Fax: 000-0000
Xxxxxx XX 00000 DQ 364-3648
290 tc 10 Xxxx Xxxxxxxx 00 Xxxxxxx Xxxx (000) 000-0000
X-00 & XX 000 (Xxxx 00) Fax: 000-0000
Xxxxxxxxxx XX 00000 DQ/Subway 642-2694
291 tc 10 Xxxx Xxxxxx I-95 & SR 207 (Exit 104) (000) 000-0000
X.X. Xxx 000 Fax: 000-0000
Xxxxxx Xxxx XX 00000 DQ/Subway 448-0102
292 tc 2 Xxxx Xxxxxxx 000 Xxxx Xxxxxxx Xxxx (615) 226-6393
X-00 & Xxxxxxx Xxxx (Xxxx 00X) Fax: 000-0000
Xxxxxxxxx XX 00000 Arby's 226-3750
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293 tc 14 Xxxxx Xxxx 0000 XX 000xx Xxxxxx (000) 000-0000
X-00 & XX 000 (Xxxx 00) Fax: 000-0000
Xxxxx XX 00000 Arby's/DQT 347-8499
294 tc 16 Xxxxxxx Xxxxxxxxxx 0000 Xxxx 00xx Xxxxxx (000) 000-0000
I-15 (Exit 347) Fax: 000-0000
Xxxxx XX 00000 Taco Xxxx/DQT/Subway
731-2088
296 tc 13 Xxx Xxx 000 Xxxxx Xxxx (000) 000-0000
X-00 & Xxxxx Xxxx Xxx: 000-0000
Xxxxxx XX 00000 Arby's 426-0814
297 tc 12 Xxxx Xxxxxxx 0000 X. Xxxxxxxx Xxxxxx (000) 000-0000
X-00 & XX 00 (Xxxx 00) Fax: 000-0000
Xxxxx Xxxxx XX 00000 Arby's 877-1879
298 tc 10 Xxxx Xxxxxxxxxx Xxxxx 0, Xxx 000 (000) 000-0000
X-00 & XX 00 (Xxxx 00) Fax: 000-0000
Drums PA 18222 Subway 788-8765
299 tc 9 Xxxxx Xxxxxxx 0000 Xxxx Xxxxxx Xxxxxx (000) 000-0000
I-55 (Exit 160-A) Fax: 000-0000
Xxxxxxxxxxx XX 00000 Wendy's 829-3826
300 tc 14 Xxxx Xxxxxxxxxx 0000 XX Xxxxxxxx Xxxxxx (504) 345-5476
X-00 & Xxx. 00 (Xxxx 00) Fax: 000-0000
Xxxxxxx XX 00000 Arby's 345-3419
301 tc 00 Xxxx Xxxxxx X-00 & Xx. Xxxx Xxxx (000) 000-0000
Exit 40 Fax: 000-0000
Xxxxxxx XX 00000 Arby's 643-2200
302 tc 14 Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxx Xxxx (334) 653-8834
I-10 (Exit 13) Fax: 000-0000
Xxxxxxxx XX 00000 Wendy's 653-8830
306 tc 18 Xxxxxx Xxxxx 0000 XX-00 Xxxx (000) 000-0000
I-10/Xxxxxxxxx Xx. (Exit 582) Fax: 000-0000
Xxx Xxxxxxx XX 00000 Arby's 661-5500
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307 tc 8 Xxxx Xxxxxxxx 00000 Xxxxxx Xxxxxx (I-10) (000) 000-0000
X.X. Xxx 0000 Fax: 000-0000
X. Xxxx Xxxxxxx XX 00000 Wendy's/DQT
329-7493
308 tc 16 Xxxx Xxxxxxxxxxx 0000 XxXxx Xxxxxx (307) 742-6443
I-80 (Exit 310) Fax: 000-0000
Xxxxxxx XX 00000 Wendy's 742-2878
310 tc 15 Skip Xxxxxxxxx 0000 Xxxx Xxxx Xxxxxx (803) 433-1221
X-00 & XX 000 (Xxxx 00) Fax: 000-0000
Xxxxxx XX 00000 Wendy's 433-1301
311 tc 13 Xxxx Xxxxxx 0000 Xxxxx Xxxxxxx (000) 000-0000
I-90 & SR 97 (Exit 7) Fax: 000-0000
Xxxx XX 00000 Subway/DQT 864-8897
316 tc 8 Xxx Xxxxxxxxx 0000 Xxxxxx Xxxxxx (000) 000-0000
I-70 & Xxxxxx Street Fax: 000-0000
Xxxxxx XX 00000 Wendy's/DQT 292-6927
317 tc 18 Xxxx Xxxx Xxxxx 0, Xxx 000 (000) 000-0000
Highway 43 South Fax: 000-0000
Xxxxxx XX 00000 Wendy's/DQT 781-0255
318 tc 12 Xxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx (000) 000-0000
I-465 & SR 37 (Exit 4) Fax: 000-0000
Xxxxxxxxxxxx XX 00000 Wendy's/DQT 783-1994
319 tc 11 Xxxx Xxxxxx 244 Connector 3 SW (000) 000-0000
X-00/Xxxxxxxxx 0 (Xxxx 000) Fax: 000-0000
Xxxxxx XX 00000 Arby's/TCBY 277-3002
320 tc 18 Xxxx Xxxxx 0000 X. Xxxxxxxxx Xx. (Exit 470) (000) 000-0000
I-20 & IH-635 (LBJ Highway) Fax: 000-0000
Xxxxxx XX 00000 Wendy's/DQT 224-9732
321 tc 12 Xxxxx Xxxx 00000 Xxxxxxxx Xxxx (000) 000-0000
Xxxxxx XX 00000 Fax: 000-0000
Subway 485-1327
-20-
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323 tc 15 Xxxxx Xxxxx 000 Xxxxxxx 00 Xxxxx (601) 939-7672
X-00/XX 00 (Xxxx 00) Fax: 000-0000
Xxxxxxxx XX 00000 Subway/Xxxxxxx
932-7571
324 tc 9 Xxxxx Xx Xxxx 00000 Xxxxxxxxxxxx Xxxxxx (000) 000-0000
I-94 & Highway K (Exit 329) Fax: 000-0000
Xxxxxxxxxxx XX 00000 Arby's 835-2417
328 tc 6 Xxxxx Xxxxxxxx X.X. Xxx 0000 (000) 000-0000
X-00 Xxxx 00 Fax: 000-0000
Xxxxxxxxxx XX 00000 Subway/DQT 927-7778
329 tc 18 Xxxxx Xxxxxx 0000 Xxxxx 00xx Xxxxxx (000) 000-0000
X-00, X-00 & 00xx Xx. (Xxxx 0X) Fax: 000-0000
Xxxxxxx Xxxxxx XX 00000 Arby's
331 tc 00 Xxxx Xxxxxx 0000 Xxxxxxxxxxxx (000) 000-0000
I-285 (Exit 37) Fax: 000-0000
Xxxxxxx XX 00000 Wendy's/DQT 212-9264
332 tc 18 Xxxxxx Xxxxxx 0000 Xxxxxxx 000 Xxxxx (000) 000-0000
Xxxxx Xxxxxx Xxxx XX 00000 Fax: 000-0000
Subway/DQT 945-9263
335 tc 14 Xxx Xxxxx 000 Xxxxxxxx Xxxxxx (000) 000-0000
X-00 & XX 000 (Xxxx 000) Fax: 000-0000
Xxxxxxxx XX 00000 Wendy's/DQT 728-9592
337 tc 15 Xxxxx Xxxxxxxxxxxx 0000 Xxxx Xxxxx Xxxxxx (000) 000-0000
I-95 & US Highway 52 Fax: 000-0000
Xxxxxxxx XX 00000 Subway/DQT/Xxxxxxx
662-2673
338 tc 15 Xxxx Xxxxxx 0000 Xxxxxxx 000 (000) 000-0000
I-26 & US 321 Fax: 000-0000
Xxxxx XX 00000 Wendy's/DQT 739-5848
340 tc 16 Xxxx Xxxx 000 Xxxxxxx 00X (000) 000-0000
US Alt. 95 & I-80 (Exit 46) Fax: 000-0000
Xxxxxxx XX 00000 Wendy's/DQT 575-6298
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341 tc 8 Xxxx Xxxx 0000 Xxxx Xxxxx Xxxx (000) 000-0000
Xxxxx Xx. & Xxxxxxxx St. (I-15) Fax: 000-0000
Xxxxx Xxx Xxxxx XX 00000 Pizza Hut/KFC/DQT
644-8495
344 tc 15 Xxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxx (770) 434-9949
I-285 (Exit 11) Fax: 000-0000
Xxxxxx XX 00000 Subway/KFC
346 tc 15 Xxxx Delemartre X-00, Xxxxxxx 000 Xxxxx (Xxxx 92) (000) 000-0000
Xxxxxx XX 00000 Fax: 000-0000
Subway/DQT 438-5175
348 tc 13 Monte Job 000 Xxxxxx Xxxx Xxxxxxx Xxxxx 00
Xxxxxxxxxxxx XX 00000 Subway
349 tc 9 Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx (000) 000-0000
I-90 (Exit 399) Fax: 000-0000
Xxxxx Xxxxx XX 00000 Subway/DQT 332-7611
350 tc 16 Xxxxxx Post 0000 Xxxxxxx 00 (000) 000-0000
I-84 (Exit 95) Fax: 000-0000
Xxxxxxxx Xxxx XX 00000 Subway/DQT 587-4944
352 tc 14 Xxxx Xxxx 0000 Xxxxx Xxxxx (000) 000-0000
I-75 (Exit 24) Fax: 000-0000
Xxxx Xxxxx XX 00000 Subway/DQT 693-7799
353 tc 12 Xxx Xxxxxxx 000 Xxxxxxx Xxxx (000) 000-0000
I-75 (Exit 129) Fax: 000-0000
Xxxxxxxxxx XX 00000 Subway 863-2708
354 tc 17 Xxx Xxxxxx 000 Xxxx Xxxxx Xxxx (000) 000-0000
I-64 (Exit 28) Fax: 000-0000
Xxxxxxxxxxxx XX 00000 Subway 722-5636
355 tc 00 Xxxxxx Xxxxxx X.X. Xxx 00 (000) 000-0000
Xxxxxxx 000, X-00 (Xxxx 00) Fax: 000-0000
Xxxxxxxxx XX 00000 Subway 743-5931
356 tc 17 Xxxxx Xxxxxxx 0000 Xxxx Xxxx Xxxx Xxxx (000) 000-0000
I-65 (Exit 121) Fax: 000-0000
Xxxxxxxxxxxxxx XX 00000 Subway/TB 955-5049
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357 tc 00 Xxx Xxxxxx 00000 Xxxx Xxxxxxxx Blvd. (000) 000-0000
I-24 & US 41A (Exit 86) Fax: 000-0000
Xxx Xxxxx XX 00000 Subway/DQT 439-9490
358 tc 00 Xxxxxx Xxxxxxx 0000 Xxxxx Xxxx (000) 000-0000
I-24 (Exit 3) Fax: 000-0000
Xxxxxxx XX 00000 Subway 443-2044
359 tc 00 Xxxxx Xxxxxxxxx X.X. Xxx 000 (000) 000-0000
I-57 (Exit 10) Fax: 000-0000
Xxxxxxxxxx XX 00000 Subway 683-6056
360 tc 13 Xxxx Xxxxxxx 11471 SR 613W (000) 000-0000
I-75 (Exit 164) Fax: 000-0000
Xxxxxxx XX 00000 Subway/TB 299-3577
361 tc 12 Xxxx Xxxxxxxx 0000 Xxxx 000 Xxxxx (000) 000-0000
I-70 (Exit 96) Fax: 000-0000
Xxxxxxxxxx XX 00000 Subway 894-0462
362 tc 12 Xxxx Xxxxxxxx 0000 Xxxxx Xxxxx Xxxx 13 (317) 485-6211
I-69 (Exit 14) Fax: 000-0000
Xxxxxxxxx XX 00000 Subway/TB 485-6211
364 tc 13 Monte Job 000 X. Xxxxx Xxxxxx Xxxx. (000) 000-0000
I-64 Fax: 000-0000
Xxxxxxx XX 00000 Wendy's 474-8890
000 xx 00 Xxxx Xxxxxxx 00000 Avenue 18 1/2 (000) 000-0000
Xxxxxxx 00 Fax: 000-0000
Xxxxxx XX 00000 Subway/DQT 673-2638
366 tc 18 Xxxxx Xxxxxxx 6110 Interstate 10E (Exit 793) (713) 421-2283
North Main Street Fax: 000-0000
Xxxxxxx XX 00000 Subway/KFC 421-2024
369 tc Xxxxx Xxxxxxxxx 000 Xxxxxxxx Xxxxxxx Opening 3/12/96
I-59 (Exit 123) Wendy's
Xxxxxxxxxx XX 00000
371 tc 8 Xxxxx Xxxxxxxxx 0000 Xxxxx Xxxx Xxxxx (000) 000-0000
Xxxxxxx XX 00000 Fax: 000-0000
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373 tc 18 Xxxxx Xxxxxxxx 00000 Xxxxxxx Xxxxxx (000) 000-0000
X.X. Xxx 0000 Fax: 000-0000
Xxx Xxxxxx XX 00000 Subway
374 tc 15 Xxxxx Xxxxxxxxx 0000 Xxxxxxx 00 (904) 482-2148
I-10 (Exit 21) Fax: 000-0000
Xxxxxxxx XX 00000 Arby's 482-4689
377 tc 00 Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxx (000) 000-0000
I-35 (Exit 13) Fax: 000-0000
Xxxxxx XX 00000 Subway/KFC
380 tc 10 Xxxxxx Xxxxxxxxx 000 Xxxxxxx Xxxxx Xxxxxx (000) 000-0000
Xxxxxxxx XX 00000 Subway/KFC
387 tc 16 Xxx Xxxxxxxxx 000 Xxxxx Xxxxxx (702) 754-6384
I-80 (Exit 280) Fax: 000-0000
Xxxxxx XX 00000 Subway
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25
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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26
SCHEDULE 3
LIST OF CURRENT PROGRAMMING SCHEDULE
Current Programming Schedule:
===============================================================================
Channel # Program
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 NBC
-------------------------------------------------------------------------------
3 Playboy
-------------------------------------------------------------------------------
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
===============================================================================
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27
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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28
AMENDMENT TO
CABLE TELEVISION AND TELEPHONE SERVICE AGREEMENT
THIS AMENDMENT TO THAT CERTAIN CABLE TELEVISION AND TELEPHONE SERVICE
AGREEMENT (this "Amendment") is entered into effective as of the 11th day of
March, 1998, by and between Park 'N View, Inc. ("PNV") and Pilot Corporation
("Operator").
WHEREAS, PNV and Operator have entered into that certain Cable
Television and Telephone Services Agreement dated February 15, 1996 (the
"Original Agreement"). Unless otherwise defined in this Amendment, defined
terms contained herein have the meaning ascribed to them in the Original
Agreement;
WHEREAS, PNV now offers additional services to truckdrivers
(hereinafter referred to as the "New PNV Services" which together with the
Services as defined in the Original Agreement are collectively referred to as
the PNV Services) and PNV has developed additional sales programs (the "Power
Plan") to sell the PNV Services to truckdrivers;
WHEREAS, the Original Agreement did not address the allocation,
between PNV and the Operator, of the revenues or profits derived from the New
PNV Services or the Power Plan;
WHEREAS, PNV and Operator (collectively the "Parties") desire to
formally amend the Original Agreement to implement the following changes.
1. All revenues and profits derived from the sale of the PNV
Services shall, during the Term of the Original Agreement (and any renewed
term), be allocated between Operator and PNV as set forth on Schedule A
attached hereto.
2. All other terms and provisions of the Original Agreement shall
remain in full force and effect. The Parties acknowledge and agree that if PNV
provides additional services in the future, the revenue and profit allocations
for such services shall be agreed to by the Parties in the form of a letter
agreement which shall constitute an amendment to the Original Agreement.
IN WITNESS WHEREOF, Operator and PNV have caused this Amendment to be
executed pursuant to appropriate legal authority duly given, as of the day and
year first above written.
PILOT CORPORATION PARK 'N VIEW, Inc.,
a Delaware Corporation
By: /s/ J. Xxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
--------------------------- ---------------------------------
Real Estate Manager Xxx Xxxxxxxx, President
-28-
29
-------------------------------------------------------------------------------
SCHEDULE A
-------------------------------------------------------------------------------
AMENDMENT TO CABLE TELEVISION
AND TELEPHONE SERVICE AGREEMENT
DESCRIPTION OF SERVICE OR SALE OPERATOR'S PORTION
------------------------------ ------------------
X. Xxxxx Receipts Based Programs
1. Gross Receipts* from the sale of monthly and 35% for first five (5) years of the Term;
daily memberships and other services from the 40% for second five (5) years of the Term
vending machine at each of Operator's
Truckstop.
2. Gross Receipts* from the sale of Power 35% for first month of service and 10% for each
Plans at each of Operator's Truckstop. additional month of service under Power Plan
3. Gross Receipts* from the sale of 10% of each months receipts will be placed in a
memberships by telemarketing staff. pool and allocated among all Truckstops based
upon the number of wired stalls at each Truckstop
4. Gross Receipts** from sales to Fleets. 10% of each months receipts will be placed in a
pool and allocated among all Truckstops based
upon the number of wired stalls at each Truckstop.
B. Net Profit Based Programs
1. Net Profits*** derived from Advertising. 50%
2. Net Profits*** derived from Pay Per View. 50%
3. Net Profits*** derived from sale of long 35%
distance phone time.
* Gross Receipts shall mean the aggregate gross revenue collected by PNV or
the Operator, during any calendar month, from the sale of the Services
less the cost of 60 free minutes of phone time and applicable taxes. Gross
Receipts shall not include any revenue received by PNV or the Operator for
services listed under Net Profit Based Programs above.
** Gross Receipts shall mean the aggregate gross revenue collected by PNV or
the Operator, during any calendar month, from the sale of the Services
less the cost of 60 free minutes of phone time, direct sales commissions
and applicable taxes. Gross Receipts shall not include any revenue
received by PNV or the Operator for services listed under Net Profit Based
Programs above.
*** Net Profits shall mean the aggregate gross revenue collected by PNV or
Operator less Directly Related Expenses. 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 provide
advertising, Pay-Per-View or long distance phone time over the System;
(ii) sale, promotion and production of advertising, Pay-Per-View or long
distance phone time; (iii) salaries and commissions paid to and expenses
incurred by individuals or entities which sell advertising, Pay-Per-View
or long distance phone time; (iv) fees paid to pay-per-view programmers;
and (v) fees paid or costs incurred to provide long distance phone time.
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 provide advertising,
Pay-Per-View or long distance phone time over the System; or (iii) other
costs and expenses which are not directly related to the sale and
promotion of advertising, Pay-Per-View or long distance phone time over
the System.
-29-
