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HomeMy WebLinkAbout13-6410 Supreme C, , o ennsylvania COU O- II1R1 leas For Prothonotary Use Only: � 7�. f r�v - yI Docket No: C nand County The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by lax or rules of court. Commencement of Action: S x4 Complaint ® Writ of Summons ® Petition ® Transfer from Another Jurisdiction El Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: T Lodgenet Interactive Corporation et al Lexington Hotel Investments, Inc. et al I Are money damages requested? O Yes 0 No Dollar Amount Requested: J within arbitration limits O (check one) outside arbitration limits N Is this a Class Action Suit? ® Yes E3 No Is this an MDJAppeal? Yes El No A Name of Plaintiff /Appellant's Attorney: Jeffrey L. Troutman, Esquire ® Check here if you have no attorney (are a Self- Represented [Pro Se] .Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS 0 Intentional M Buyer Plaintiff Administrative Agencies ® Malicious Prosecution Debt Collection: Credit Card [3 Board of Assessment ® Motor Vehicle El Debt Collection: Other 0 Board of Elections j M Nuisance Goods & Services Provided Dept. of Transportation r1i Premises Liability Statutory Appeal: Other S ® Product Liability (does not include E mass tort) [3 Employment Dispute: ® Slander/Libel/ Defamation Discrimination C Other: Employment Dispute: Other 17 Zoning Board 'r ® Other: I Other: O MASS TORT i 0 Asbestos N Tobacco Toxic Tort -DES Toxic Tort - Implant REAL PROPERTY MISCELLANEOUS � [3 Toxic Waste © Ejectment ® Common Law /Statutory Arbitration Other: B [3 Eminent Domain/Condemnation ril Declaratory Judgment ® Ground Rent 0 Mandamus f ® Landlord/Tenant Dispute ® Non- Domestic Relations PROFESSIONAL LIABLITY 0 Mortgage Foreclosure: Residential Restraining Order Mortgage Foreclosure: Commercial Quo Warranto n Dental 0 Partition ® Replevin 0 Legal 13 Quiet Title 0 Other: ® Medical 0 Other: ® Other Professional: j i_ Updated 11112011 J KODAK LAW OFFICES, P.C. 407 N FRONT STREET, PO BOX 11848 i ~�J �Es��il -,l�j� HARRISBURG, PA 17108 -1848 F'E�,`S 1 (717) 238 -7159 Attorneys for Plaintiff LODGENET INTERACTIVE IN THE COURT OF COMMON PLEAS CORPORATION f /k/a Lodgenet CUMBERLAND COUNTY, PENNSY Entertainment, Plaintiff NO. v LEXINGTON HOTEL INVESTMENTS, INC. and LEXINGTON HOTEL GROUP '•. CIVIL ACTION - LAW LP; and ERIC J DESROSIERS as Personal Guarantor, Defendant(s) NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claim set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by an attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENdES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Avlso USTED HA SIDO DEMANDADO /A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparencencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamacion o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN CUMBERLAND COUNTY BAR ASSOCIATION TWO LIBERTY AVENUE CARLISLE PA 17013 Cam' 717- 249 -3166 LODGENET INTERACTIVE ' IN THE COURT OF COMMON PLEAS CORPORATION f /k/a Lodgenet CUMBERLAND COUNTY, Entertainment, PENNSYLVANIA Plaintiff v NO. LEXINGTON HOTEL INVESTMENTS, INC. and LEXINGTON HOTEL GROUP LP; and ERIC J DESROSIERS as CIVIL ACTION - LAW Personal Guarantor, Defendant(s) COMPLAINT The Plaintiff, LODGENET INTERACTIVE CORPORATION f /k /a Lodgenet Entertainment, by its attorneys, KODAK LAW OFFICES, P.C., brings this action of Assumpsit against the Defendant(s) to recover the sum of THIRTY ONE THOUSAND ONE HUNDRED ELEVEN DOLLARS AND SIX CENTS ($31,111.06), along with interest thereon at the statutory rate from April 1, 2013, together with any and all court costs incurred by Plaintiff, upon a cause of action of which the following is a statement: 1. The Plaintiff, LODGENET INTERACTIVE CORPORATION f /k /a Lodgenet Entertainment, is a corporation organized and existing under the laws of the State of Delaware, having its principal office and place of business at 3900 West Innovation Street, Sioux Falls, SD 57107 -7002. 2. The Defendant, LEXINGTON HOTEL INVESTMENTS, INC., _ is a corporation having its principal office and place of business at 110 THIRD STREET, SUITE 200, NEW CUMBERLAND, CUMBERLAND COUNTY, PENNSYLVANIA 17070 -2131. 3. The Defendant, LEXINGTON HOTEL GROUP, LP, is a limited partnership having its principal office and place of business at 110 THIRD STREET, SUITE 200, NEW CUMBERLAND, CUMBERLAND COUNTY, PENNSYLVANIA 17070 -2131. .4. The Defendant, ERIC J. DESROSIERS, personal guarantor for LEXINGTON HOTEL GROUP, LP, is an adult individual with an address of 110 THIRD STREET, SUITE 200, NEW CUMBERLAND, CUMBERLAND COUNTY, PENNSYLVANIA 17070 -2131. F: \USER \COMPLAINTS \L \LODGENET v Lexington DesRosiers 38971 akr.wpd z 5. Defendant, LEXINGTON HOTEL GROUP, LP, is a limited partnership organized and existing under the laws of the Commonwealth of Pennsylvania, as more fully set forth on the Pennsylvania Department of State Corporation Bureau print out attached hereto, marked Exhibit "A" and made a part hereof. Defendant, Lexington Hotel Group, LP, is a limited partnership duly organized by Defendant, LEXINGTON HOTEL INVESTMENTS, INC, General Partner to Defendant, Lexington Hotel Group, LP. 6. Defendant, LEXINGTON HOTEL INVESTMENTS, INC., is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, as more fully set forth on the Pennsylvania Department of State Corporation Bureau print out attached hereto, marked Exhibit "B" and made a part hereof. 7. On or about June 23, 2005 Defendant(s) entered into a Personal Guarantee contract with Plaintiff, a true and correct copy of which is attached hereto, marked Exhibit "C" and made a part hereof. 8. On or about May 25, 2006 Defendant(s) entered into a Lodgenet Signature TV HD Agreement with Plaintiff, a true and correct copy of which is attached hereto, marked Exhibit "D" and made a part hereof. 9. On the dates, in the amounts, and for the prices set forth in a true and correct copy of the Plaintiff Statement of Account hereto attached, marked Exhibit "E" and made a part hereof, Plaintiff, at the special instance request of the Defendant(s), sold and delivered goods, wares and merchandise and /or performed labor and provided services of the kind and description set forth on said Exhibit to the total amount of Twenty Five Thousand Nine Hundred Twenty -Six Dollars and Seventy - Two Cents ($25,926.72). 10. The prices charged for said goods, wares and merchandise and /or labor and services provided were just and reasonable, were the legal and market prices therefor and were the prices which the Defendant(s) promised and agreed to pay to Plaintiff. F: \USER \COMPLAINTS \L \LODGENET v Lexington DesRosiers 38971 akr.wpd 3 11. Due to the default of Defendant(s), and pursuant to the terms and conditions of the Lodgenet Signature TV HD Agreement executed by Defendant(s) hereto attached as Exhibit "C ", attorney's fees in the total amount of Five Thousand One Hundred Eighty -Five Dollars and Thirty -Four Cents ($5,185.34) have been added to said account. 12. Plaintiffs Invoices are not attached to this pleading due to the voluminous nature of same and have previously been provided to Defendant(s). 13. Plaintiff frequently demanded payment from Defendant(s) of said amount due and owing as aforesaid, but Defendant(s) refused and neglected and still refuse(s) and neglect(s) to pay said amount or any part thereof. WHEREFORE, Plaintiff brings this suit to recover from Defendant (s) the sum of THIRTY ONE THOUSAND ONE HUNDRED ELEVEN DOLLARS AND SIX CENTS ($31,111.06), together with interest as set forth herein, togetherwith any and all court costs incurred by Plaintiff. Respectfully submitted, KODAK LAW OFFICES, P.C. JeWy E. Troutman, Esquire ID #53984 Robert D. Kodak, Esquire ID# 18041 407 North Front Street Post Office Box #11848 Harrisburg, PA 17108 -1848 R17) 238 -7159 tto(ney for Plaintiff F: \USER \COMPLAINTS \L \LODGENET v Lexington DesRosiers 38971 akr.wpd 4 Business Entity Page 1 of 1 al Corporations Online Services I Corporations I Forms I Contact Corporations I Business Services Search Business Entity Filing History By Business Name Date: 9/5/2013 (Select the link above to view the Business By Business Entity ID Entity's Filing History.) Verify Verify Certification Online orders Business Name History Register for Online Orders Order Good Standing Name Name Type Order Certified Documents LEXINGTON HOTEL GROUP, LP Current Name Order Business List My Images Search for Images Limited Partnership - Domestic - Information Entity Number: 3243804 Status: Active Entity Creation Date: 8/18/2004 State of Business.: PA Registered Office Address: 110 3RD ST NEW CUMBERLAND PA 17070 - Cumberland Mailing Address: No Address Partners Name: Lexington Hotel Investments Inc Title: General Partner Address: 110 3Rd Street Suite 200 New Cumberland PA 17070 copyright ® 2002 Pennsylvania Department of State. All Rights Reserved. Privacy Policy I Secudty Policy EBIT https://www.corporations.state.pa.us/corp/soskb/Corp.asp. 125676 9/5/2013 3usiness Entity Page 1 of'. •' P Corporations Online Services I Corporations Forms I Contact Corporations I Business Services Search Business Entity Filing History By Business Name Date: 4/22/2013 (Select the link above to view the Business By Business Entity ID Entity's Filing History) Verify Verify Certification Online Orders B usiness Nam History Register for Online Orders Order Good Standing Name Name Type Order Certified Documents LEXINGTON HOTEL INVESTMENTS, INC. Current Name Order Business List CAPITOL HOTEL INVESTMENTS, INC. Prior Name My Images Search for Images Business Corporation - Domestic - Information Entity Number: 3243637 Status: Active Entity Creation Date: 8/18/2004 State of Business.: PA Registered Office Address: 110 THIRD ST NEW CUMBERLAND PA 17070 - Cumberland Mailing Address: No Address Officers Name: ERIC DESROSIERS Title: President Address: 110 3RD ST NEW CUMBERLND PA 17070 -2131 Name: JENNIFER CONEIN Title: Secretary Address: 110 3RD ST NEW CUMBERLND PA 17070 -2131 Name: KAREN SMITH Title: Treasurer Address: 110 3RD ST NEW CUMBERLND PA 17070 -2131 Name: TRENT GOURLEf Title: Vice President Address: 110 3RD ST NEW CUMBERLND PA 17070 -2131 Copyright © 2002 Pennsylvania Department of State. All Rights Reserved. Privacy Policy I Security Policy W EXHIBIT J Q ittps: / /www. corporations .state.pa.us /corp /soskb /Corp.a a 4/22/201" 06/23-/2005 12:43 7177701642 CAPITOL RENOVATION AGE p ' 8 3 �s / JUN- 2 07:27 FROMcLODGENET psmsmsysi TOa7i77701642 a P.003-'004 PERSONAL GTJA&kN'rR9 For Ora-. l)allar (S 1,00) =1 athex good gzd vaxuelc c=Mdcraxion, t1,e undarsi d, does brzAby j ointly ,=d awma y gma=tao the aovenazts, obBgataora and a,greemtnts w set forrh lz the Agreements) Mterad izrto stare Z.odgdNcf 1� En eut Co Atom and n c-{�e 1 rc L r , The ma6s pad fvrtb= rr.grascnts anal watxants that he or sbe has tha ;�4 pDw= and autbodty to cuas=pm th° obligatiom h= =d=. The uxtdTersigned penoW ona=,tor reco that bb orber �xclivi.alnnal. mclit higtory mmy be neoe s xp f actor ,gin v luation of fljfs psr'eom, -4 guarawee, hereby oarsents to =d autho a me of a cop,sumer execut report on ffie iandarsxgtzd, b� 'tea have nd bugoess credit grantor, dam bme to time as =a the creat avaluai.on process. 4a ted ) aial secusi y Saab ) 5TA.TE OF ss couNTY OF Tho fm Gi=xuty rams w1mawledged bcfoze ma'Chas tlaq ccf lcan, by Notary public LU EXHIBIT LODGENET SIGNETURE N HD AGREEMENT MAN deficiencies or of retaining another firm to perform such work; provided, however, that In the event a firth other than LODGENET performs such work, LODGENET shall have the right to conduct a f.11 -up THIS LODGENET SIGNETURE N HD AGREEMENT (hereinafter the'Agreemenf) Is made and technical inspection of the MAN, at LODGENETs expense, to determine whether the MAN is then entered into by and between LodgeNet Entertainment Corporation, a Delaware corporation, and its adequate and compatible for interconnection with the LodgeNet System. LODGENET shall credit successors and assigns permitted hereunder (hereinafter referred to as' LODGENET `), and the entity Participating Hotel up to the amount Indicated on the signature page as'MATV Allocation' per guest identified as'Participating Hotel' on the signature page of this Agreement, and Its successors and assigns mom for any necessary MAN upgrade or repair (the "LodgeNet Contribution'). If the cast to repair or permitted hereunder (hereinafter referred to as " Participating Hotel ') as of the Effective Date specified upgrade the MAN exceeds the LodgaNet Contribution, Participating Hotel shall be required to pay all in Section 17.19 hersof (individualty, a' Party ' and collectively, the *Parties *). such excess costs If it elects to repair the CNS Pursuant to LodgpNees requirements. If the Partidpaling Hotel elects not to repair the CNS pursuant to LodgeNet's requirements, or if the repairs completed by an WHEREAS, LODGENET is engaged in the business of providing the lodging Industry and its outside firm are not, in LodgeNefs reasonable opinion, adequate and compatible for intemnnecton of guests with television -based services including movies, video games, interactive information services and the LodgeNet System, than either LodgeNet or Participating Hotel may terminate the SN HD Agreement broadband solutions, other types of programming and the equipment associated therewith, on a pay -per- with no liability to LodgeNet, Stanwood or the Participating Hotel, except with respect to an Existing New, pay - par -day, subscription or other basis by means of LODGENET's proprietary broadband local LodgeNet Agreement (as defined in Section 10.1 (b) of this Agreement), In which case such Existing area network gateway and graphical user Interface (hereinafter refened to as the 'GUn, Incorporating LodgeNet Participating Hotel (as defined in Section 10.1 (b) of this Agreement), agrees that it shall refund equipment supplied, owned and maintained by LODGENET Including hardware, software and other the difference between (a) any additional Commissions received by the Existing LodgeNet Participating tangible, Intangible and intellectual property rights (such network, interface and equipment hereinafter Hotel by virtue of having executed this Agreement and (b) the Commissions such Existing LodgeNet referred to as the ' LodgeNet System "); and Participating Hotel would have received under its Existing LodgeNet Agreement. If LODGENET determines that the CNS is inadequate, then LODGENET shall use commercially reasonable efforts to WHEREAS, Participating Hotel operates the lodging fault entitled on the signatum page of minimize the expense and Impact on Participating Hotel for required MAN upgrade costs through the this Agreement, and all additions thereto and betterments th eminafter referred to as the development of an alternative solution or payment plan, including th osslblllty of a) delivering fewer of " Premises '); and the Services; or b) delivering the Services In lesser quantities the ENET might otherwise deliver. LODGENET shall inform Participating Hotel (and, If Participating Is owned or managed by a WHEREAS, the Premises Is owned, franchised 9 . Slarwood Hotels 8 Resorts Starwood Company, Stanwood) if such alternative sere' arm its am required, and such Worldwide, Inc., a Maryland corporation (' cod '), or 0 `of wholly -awned subsidiaries Participating Hotel and LODGENET and Stanwood shall a agree on which Services may (together with Sterwood, each a'Stor cod Cc m an be deleted; provided, however, In no event will the Se _ Item of Schedule A be reduced or deleted under this provision. In the a s'a work is required or that WHEREAS, the Pmmises are equi th c nications network systems including Participating Hotel (or, If applicable, Starwood) fimely skin on repair, the time to Participating Hotel's master television anterm m, (collectively hereinafter referred to perform the substantial MAN work or the time)) a d on repair will not constitute a failure by 'MAN) television receivers or monitors, and oth lated thereto (all of which, including the LODGENET to use commercially reasonable a ev ' contha y of service. MAN, is hereinafter remoed to as the" N - 12 Maintenance and Repair a S. E ET causes any damage to the CNS, than LODGENET shall promptly repair su s expense. If, after the initial installation WHEREAS, LODGENET to p to Premises over the CNS for viewing by of the LodgeNet System, LODGE re e CNS has became Inadequate for the Participating Hotel's guests on the t and co set forth below, and Participating Hotel desires to delivery of the applicable Services m da ig I It re has repair through no fault of LODGENET, receive, the services listed c a A a hereto and Incorporated herein (such services then LODGENET shall notiy Part. t g Hotel same and Participating Hotel shall, to the extent collectively hereinafter ref s net I practicable and commerd re t Participating Hotel's cost, any damage to or destruction of the CNS, a artidpatng Hotel an estimate of the cosh M repair NOW, THERE , in conside2 the mutual promises hereinafter set forth, and for other the deficiencies and a r LODGE oriel or LODGENET's authorized subcontractors W good and valuable co ration, th elpt and sufficiency of which is hereby acknowledged, the perform the work Pa 'rig Hate retain LODGENET to perform the necessary repairs or may Parties, intending to be gun , mutually agree as follows: retain another firth to suc ; provided, however, that In the event a firth other than LODGENET performs s - _ ENET shall have the right to conduct a follow -up technical 1. Inspection and Repw N: Inspection of the CNS, at expense, to determine whether the CNS is then adequate for 1.1 Initial Inspection. Participating Hotel shall permit LODGENET to conduct, at LODGENETS delivery of the Services. sole cost and expense, a technical Inspection of the CNS to determine Its adequacy and cump.1ftif ly far 1.3 Accommodations at the Premises for LodgeNet Equipment Subject to the provisions of Interconnection with the LodgeNet System and successful delivery of the Services. The MAN no-public 11.2 herein, Participating Hotel will make available to LODGENET a secure nopublic area on specifications contained In LodgeNws 'MATViCATV Specifications For New Participating Hotel the Premises satisfactory to LODGENET for the Installation of the LodgeNet System with sufficient HVAC Construction,' (the 'MAN Specifleations') as amended from time to time, can be found at to maintain a temperature range of between 50 and 75 degrees Fahrenheit with the LodgeNet System www.lodaenet.com. LodgeNet represents that the MAN Specifications set forth the minimum equipment operating. The room shall provide at least twelve (12) square feet of floor space for each requirements that allow the Participating Hotel's MAN to be adequate and compatible for interconnection LodgeNet System equipment cabinet required and a minimum ten (10) amp dedicated electrical cimuit with the LodgeNet System and, subsequently allow for the successful delivery of the Services. If per cabinet. Participating Hotel will also provide an appropriate area located near the cashiers desk and LODGENET determines, in Its sole yet reasonable discretion, that the MAN is adequate for billing department for the Installation of the LODGENET monitoring unit and printer ( collectively the interconnection with the LodgeNet System and successful delivery of the Services, LODGENET will install 'LodgeNet PowerStatlonl. the LodgeNet System on the Premises at Its own cost and expense except as otherwise specified herein. 2. Provision of Services: In the event LODGENET reasonably determines the MAN to be Inadequate, LODGENET shall notify Participating Hotel and Stanwood that the MAN Is Inadequate, specify the deficiencies in the MAN at 2.1 Installation. After LODGENET's receipt and signed acceptance of this signed Agreement the Premises, and furnish an estimate of the costs to repair the deficiencies, along with a bid for and the completion of the Initial Inspection as described In Section 1.1, LODGENET will commence, at no LODGENET personnel or authorized subcontractors to perform the required work. Participating Hotel has cost to Participating Hotel, except as otherwise specified herein, installation of the LodgeNet System on the option, in such event, of retaining LODGENET to perform the necessary repairs to or comection of the the Premises within such time as LODGENET and Participating Hotel shall mutually agree ('Installation Date); provided, however, subject to Sections 1.1 and 2.2(a). LODGENET shall use commercially 02005 LodgeNet Entedri,wtmt Corp—d- Pt. 1,f Is SW GP-USA-051201 02005LodpNetEmmriry Cmpondvn Prge2 of18 SWGP -USA- 051201 reasonable efforts to complete such installation to prevent discontinuity of service at Participating Hotel. delivery of free- toguest television programming delivered by satellite or otherwise, and Participating Hotel shall Install at the Participating Hotel the proper property management system ('PMS') locally broadcast network programming (hereinafter referred to as ' FTG Services interface provided by the Participating Hotel's PMS provider so that LODGENET may connect the Starwood Conlent,(which, for the purposes of this Agreement shall be defined as content LodgeNet System to the Participating Hotel's PMS. If the Participating Hotel fails to provide the proper provided to LodgeNet by or on behalf of Starwood for display on the LodgeNet System), PMS interface, LODGENET may delay the Installation of the LodgeNet System until after line Participating expansion of FTG Services and other uses, except as limited or prohibited by this Hotel has installed the proper PMS interface, and such delay by LODGENET shall not constitute a failure Agreement, as determined by Participating Hotel and Stanwood; provided, however, by LODGENET to use commercially reasonable efforts to prevent discontinuity in service. Subject to the Starwood Content shall be delivered only on four (4) Open Channels and only above channel provisions of Section 11.2 herein, Participating Hotel will give LODGENET access to the MAN and the 25, or via an HVOD as described and defined in Schedule B . Participating Hotel transmission capacity, bandwidth, and channel space necessary to deliver the Services In accordance acknowledges and agrees that during the term at this Agreement, other cable or satellite - with the approved Usage Specification Schedule (as defined In Section 22(a) (collectively, the ' System delivered television providers at the Premises may be authorized to utilize channels only in and Caoacl ) and to the other areas of the Premises as may be reasonably necessary for installing and accordance with the Usage Specification Schedule In effect from time to time. maintaining the LodgeNet System. LODGENET, at Its sole expense, shall promptly repair, restore and replace all portions of the Premises after installation of its equipment to return the Premises to a condition (c) Modification to Usage Specification Schedule or Channel Assignments After the Usage like its original condition to the extent practicable, reasonable wear and tear excluded. LODGENET, In Speciflcation Schedule has been approved in accordance with Section 2.2(s) and the the exercise of Its attest rights and in performance of Its obligations, (I) shall not unreasonably channels have been assigned In accordance with the approved Usage Specification inconvenlence the guests of Participating Hotel x unreasonably interfere with Participating Hotel's Schedule, Participating Hotel may request LODGENET to change any such assignment or operations at the Premises and (tit) shall follow and comply with all Participating Hotel rules governing the Usage Specification Schedule. If technologically feasible and consistent with the terms of conduct of third party contactors and suppliers an the Premises. Participating Hotel may, in Its sole this Agreement, LODGENET shall make any such assignment change as Participating Hotel discretion, require LodgeNet to remove, or have removed, any LodgeNet employee, representative or requests, but Participating Hotel must pay LODGENET at the Stanwood Rate, for the costs, If agent from the Premises for any reason. LODGENET shall configure LodgeNet System in accordance any, of making such change. with the Usage Specification Schedule. 2.2 Usage Specification Schedule. 2.3 Effect of Television Replacement (NTSC or ATSC). cipaling Hotel elects, as of the (s) Initial Approval Prior to providing a rilcipating Hotel under this Installation Date (as defined in Section 2.1) to Install new N levi at either meet LODGENET's Agreement, LODGENET shall provide to P 'ciR - rid to Stanwood a detailed compatibility requirements to accept an integrated LOOG possess a multiple protocol description of channel rid bandwidth s ,h th ' Interface port, then LODGENET shall, at LODGENET ri modify the Lod ,!� as e sage System at the Premises to the extent necessary to dge _ compatible with such new Specification Schedule dascrj0� or' ere rt to in Se .2(b) below, which Usage. NTSC televisions and b provide the uninte of the ices; provided, however, Specification Schedule is subject t ipafin I's (and, if Participating Hotel Is owned LODGENET shall be required to make the mot req ' by this Section 2.3, only at the time of or m anaged by a Stanwood Comps` n a approval, which approval may not be initial Installation. If, at any time after the Instal a, paling Hotel elects, to install either new unreasonably withheld, conditioned or' shall be deemed accepted absent notice (or replacement) NTSC or ATSC televisions or lays) (collectively 'New Ns') that either to the contrary within ten a eon submitted. If Participating Hotel, or, if meet LODGENET's compatibility requi tegrated LODGENET terminal or possess a applicable pursuant to to rwood, requests a change to the Usage multiple protocol Interface port th H II pay LODGENET the current cost to Spadfcabon Schedule such m LODGENET to incur work or expense greater then the work ense ne ry to Implement the Usage Specification Schedule LOD LodgeNet S plus twenty -live extent n ) per fo a t System ate in -room terminal to New mod T the LodgeNet System to the extent net to max odgeNet System compatible with such New Ns. approved under S 2.2(e t LODGENET may require, as a condition of Its performance ipating Hotel pay LODGENET for such additional 2.4 SIGNETURE f this Agreement. LODGENET will furnish to work or o e S . The'Raquastad Additiopal Sarvieea Rid.' when Participating Hotel LOD kris ystem Plattortn with the capability to distribute both used herel II mean the charged by LODGENET for all billable services to analog (NTSC) and N Milan to t and Lodgehlet's latest operating system software. Participatin I equal DGENET's 0) Loaded Employee Cost (as hereinafter damned) Participating Hotel shal tie a mu satisfactory exterior location for the Installation of the satellite plus forty 40 (11) reasonable and documented out -of - pocket costs and dlsh(es) and related aq land necessary building perrdts or ficenses (if any). Following the expenses, a articipatlng Hotel in advance. 'Loaded Employee Case as initial installation, subje ralsfy reasonable deployment schedule as determined by .ad herein Is actual employee wages for each utilized employee, plus (8) an LodgeNet, LodgeNet shall paling Hotel with software upgrades, new software releases and allocation of twenty percent (20 of the actual wages (representing employee benefits and a new product releases (Inclu 'thout limitation, systems software and LODGENET applications pm.mta allocation for overhead). 'Rate Card shall mean the Requested Additional Services software) that are compatible with Participating Haters hardware equipment (together, 'New Releases'! Rate, with respect to labor and LodgeNet's costs plus twenty—five percent (25 %) with respect as such Now Releases became available for release to the general market at terms no less favorable to hardware and equipment. Collectively Requested Additional Services and Rate Card Rata than offered to the general market shall be the ' Starwood Rate.' In fire event that Participating Hotel (or, if applicable, 2.5 Complimentary Rooms. During any installation or upgrade period, Participating Hotel shall Starwood ) fails to approve the Usage Specification Schedule within a reasonable time after provide complimentary guest moms, if necessary, to LODGENET for installation and upgrade personnel LODGENET has submitted the Usage Specification Schedule for approval, such delay shall and equipment storage. If Participating Hotel's occupancy exceeds ninety percent (90 %) on any given not constitute a fallum by LODGENET to use commemielly reasonable efforts to prevent evening, at Participating Hotel's reasonable discretion such roans may be provided at an alternate discontinuity in service. lodging facility within five 5 miles of - Partici Participating Hotel at Parcl atln Hotels 9 9 ty () P 9 P 9 ' expense, provided that (b) The Usage Specification Schedule: (1) shall identify the total system capacity, the number such alternate facility is of equal quality to Participating Hotel or to a AAA three diamond hotel (whichever of channels allocated for free erM pay -per -view television, the channels reserved for is less). Notwithstanding the foregoing, accommodations for the Installation or upgrade team supervisor LODGENET for other purposes and the purposes for which they are reserved, the channels must be at Participating Hotel- P e Hotel shall he responsible any for the nightly room charge and cast sales and occupancytaxes; t axes; ; all Incidental and other expenses shall be at LOOGENETs reserved for Starwood and Participating Hotel, and the channels deemed unusable due to sole c Interference from environmental sources (e.g., radloa, Taxis, etc.); and 01) shall provide ost channel capacities (and estimates of upgrades. If necessary) to accommodate channels 2 through 34 (hereinafter referred to herein as ' Open Channels which shall be reserved for LU EXHIBIT 020051dgeNrl EntertumnentCmpontiw Pree3 of 18 SWGP- USA - 051201 Q NU FalcNmmwt COrpavtiw Pvge4of18 SWGP -USA- 051201 U) Q 3. LotlgeNet System Services: purchase the necessary remote control transmifters from LODGENET at a cost to Participating Hotel of 3.1 LODGENET agrees to provide the Services and Stanwood Program Services as defined in fifteen dollars ($15.00) per unit. Schedules A and B respectively, over the CNS for viewing by Participating Hotel's guests In the guest 4.5 In the event the Services, as described on Schedule A , include Nintendo games, as part of moms located on the Premises. the LadgeNet System, LODGENET will furnish Participating Hotel with exclusive, proprietary Nintendo 3.2 Participating Hotel agrees to provide LODGENET, for the term of this Agreement, Including game hand controls equal In number to One Hundred -Five percent (105 %) of the total number of any extension or renewal thereof, Internet access via an Ethernet connection with a minimum bandwidth televisions accessing the LodgeNet System at the Premises (lass any such hand controls already of 1281kbps ('Connectivity'). This Connectivity must contain at least one (1) public mutable IF address possessed by Participating Hotel and available for use) and, If required, the Initial set of batteries to that is not Network Address Translated ('NAT'). Additionally, Participating Hotel agrees that LODGENET operate the Nintendo game hand controls. Participating Hotel agrees to maintain, at all times during the may use this Connectivity to facilitate communications between the LodgeNet System and LodgeNefs term of this Agreement, one (1) fully functioning game hand control In each guest mom so corporate office for purposes of data midlevel, troubleshooting, maintenance, and system management as Interconnected. In the event that additional game hand controls are necessary to meet the foregoing required by the terms and conditions of this Agreement. requirement, Participating Hotel agrees to request additional game hard controls and LODGENET shall 3.3 If LodgeNet loses its right or authority to license or provide to a Participating Hotel any supply them at a cost to Participating Hotel of twenty-five dollars ($25.00) each. programming provided In the Services or if programming provided as part of the Services Is discontinued 4.6 As part of the initial Installation of the LodgeNet System, LODGENET will furnish Participating by the creator or producer of such programming, then LodgeNet shall give the Partcpating Hotel and Hotel with, and install for Participating Hotel, LODGENET's exclusive, proprietary room units equal in Stanwood notice of such loss as soon as is reasonably practicable and Identify in such notice the number to the total number of televisions accessing the LodgeNet System at the Promises at the time of pmgmmming that is affected, and shall use commercially reasonable efforts to identify and implement the Initia deems eppropnete as spl installation, and will furnish p to replace Installed mom u rg Hotel with that number n(LS. e. additional mom units that substitute programming. During the thirty (30) day period after such =UM, LodgeNet and Stanwood shall LODGEares to Thereafter, LODGENET negotiate in good faith (a) LodgeNets delivery of substitute prog amming to replace the deleted agrees to maintain one (1) fully functioning roam unit per television so Interconnected, and shall, programming anti, If applicable, (b) an equitable adjustment of corn ' its payable to the Participating throughout the term of this Agreement supply to Participating - 1 replacement room units, as Hotel, or costs payable to LodgeNet under this Agreement necessary, to meet LODGENETs obligations under this Agree LODGENETs sole cost and 4. Operation of the LodgeNet System; expense, only In the event the room units are deemed to be defecti alfunctioning or are, In some Pe 9 Y way, damaged, other than by the negligence of Participating lit I, its -yeas, contractors or agents. 4.1 During the tens of this Agreement, including an anion thereof, Participating 5. Maintenance /Modification of the LodgeNet System. Hotel shall make available the System and Capatlty fo billion of the Services and Star and Pmgmm Services and (ar the opeaa. et Syste DGENET acknowledges 5.1 Maintenance of LodgeNet System. Su a on - and 17.16, LODGENET and agrees that as between LODGENET and the cob I, the Pa dpating Hotel's trademarks, shall, at no cost to Participating Hotel, provide all a pairs an placement of the LodgeNet trade names, logos and other proprietary marks con vided by the Pancipatng Hotel, shall System necessary to ensure satisfactory de 1 1 f th 'a ces to Participating Hotel, Including remain, under the ownership of the Pandpadng - ,yyd. ODGENEf shall have no rights In the satisfactory signal quality emitted by and throug h' a stem. aforementioned, except as required here nt s "tier - tnoclual obligations under this Agreement 5.2 Key Person. Participating tel an onsibility for the day4o -day operations of Participating Hotel acknowledges and a Participating Hotel and LODGENET, LodgeNet System to a member of Its as the " Key Person the LodgeNet System and all n -P ing Hotel components of the LodgeNet 5.3 Replacement of Carta pone The ey Person shall, at no cost to LODGFNET, System are, and Program Services t all all times, shall n under control, and he Services and Stanwood the sale and exclusive replace any failed room units, the 2 ments - ch are to be furnished by LODGENET, and shall pro perty of LOD to o all Pancipa u ctrl shat re the a availability of the replace remote =opal trans rs vti re control hansmltters and, if appOceble, Nintendo mm gues all r Inhibit the s of Services or any portion thereof game hand controls wll I d controls, t any, furnished by LODGFJJEI' or then =1 to any guest mom o Its at of the occupant pant of of such guest room. purchased pursuant to .4 and welly. 4.2 Parildpatin a hen n , o co o LODGENET, provide the electrical power and cooling 5.4 Teehnicai art. LO • tT shoe provide PandpaUng Hotel, via LODGENETs 24 necessary to operate th N t Sy Pamdpating Hotel shall be responsible for the maintenance hour Tech Cannectlon ant t a access to a trained LODGENET technician through a IoIF of the CNS as required on d posting to guest Invoices or bills, charges reported by the LodgeNet System. free o=res service, with) t (30) minutes of PandpaUrg Hotel's request for assistance relating to the LodgeNet GENET shall also provide regular preverrtive maintenance to 4.3 LODGENET we'll su Participating Hotel, at no cast to Participating Hotel, such suitable minimize the LodgeNet System mime. advertising and promotional material about Servf s and other programs and services evallable through 5.5 Dispatching of Technician. For service problems relating to the LodgeNet System that the LodgeNet System as LODGENET may reasonably determine, subject to Starwood's prior approval, if cannot be resolved remotely, LODGENET shall dispatch a service technician to respond to service calls and as required. Participating Hotel shall ensure that such material Is placed and appropriately displayed in each guest room at all times. PaNdpaling Hotel expressly acknowledges that as a condition of receipt twenty-four (24) hours a day based upon tie fallowing needs -based criteria and excepting adverse Of the Hotel SportsNet service, as further defined in Schedul dule A , the Participating Hotel will be required to weather conditions and other conditions reasonably out of LODGENETs control or that may adversely in reasonable marketn efforts directed to the Participating Haters guests regarding Participate 9 P 9 g es 9 9 the Impact the safety of LODGENET's personnel: availability of the Hotel SportsNet service at the Participating Hotel. (e) Low Severity - If the problem is considered a'Low Severity' Call (a minor picture quality 4.4 As part of the LodgeNet System, LOOGENET will furnish Participating Hotel with pmbiem; a single room problem; a supplles request: a training request) and a truck roll is LODGENETs exclusive, proprietary remote control transmitters, developed In =operation with Stanwood, required to correct the problem, a technician will call the Premises within twelve (12) hours, or equal in number to One Hundred -Frre percent (105 %) of the total number of television accessing the the next business day, with an ETA and a truck will roll no later than the next business day. LodgeNet System at the Premises (less any such remote control transmitters already possessed by Moderate Seventy - If the problem Is considered a 'Moderate Seventy Call (up to ten Participating Hotel and available for use) and, If required, the Initial set of batteries to operate the remote (b) control transmitters. Participating Hotel agrees to maintain one (1) remote control transmitter in good pe ( 10%) at moms have picture quality problems; a single channel Sever dawn) an d a lmc operating condition in each guest mom during the tens of this Agreement In the event that additional mil is required to correct the problem, a technician win call the Premises within eight (8) hours remote control transmitters are necessary to meet this requirement, Participating Hotel agrees to with an ETA and a truck will roll within twenty-four (24) hours. 02005 LodgddlAnerhxioment Cmpantion N,5 of 18 SW GP USA - 051201 02005 LadgeNet Eatutsim Cmpordm i1go6of18' SW GP - USA - 051201 (c) Critical Severity - If the problem Is considered a 'Critical Seventy Call (more than ten 8.3 Stanwood Promotional Programs. Stanwood or Participating Hotel may propose one or percent (10 %) of rooms have swam picture quality problems; any occupied rooms do not more promotional programs that Include a special, bundled price for one or more of the Services together have signal; multiple channels are down) and a truck roll is required to correct the problem, a with services or products provided by Participating Hotel (e.g., a program that offers guests a dinner at technician will call the Premises within two (2) hours with an ETA and a tmdc will roll within Participating Hotel and a movie available through the LodgeNet System). LODGENET Shall not twelve (12) hours. unreasonably withhold its consent to any such program, and LodgeNet shell reasonably consider any Cahastroohie Severity - lf the problem is considered a 'Catastrophic reasonable price reduction or other alteration of me economics of such a transaction for the Services if (d) h P p he Severi ty' Call ( all such reduction or other alteration is on a proportional basis to the overall economic Impact on moms do no have signal) and a truck roll is required to correct the problem, a technician will Participating Hotel for the products or services provided by Participating Hotel in connection with such call the Promises immediately and a truck will roll Immediately. program; provided, however, Paniclpeting Halal shall reasonably consider waiving entirely, or accepting reasonable reductions in, the Participating Hotel Commission payable in connecion with such program. LODG ENET ET t echnical N s LODG Rooms If Participating Hotel H more than fifty mere from the nearest office and a visit by LodgeNet personnel requires overnight 9. Accounting Proeetluros and Compensation to Participating Hotel: accommodations, Participating Hotel shall provide complimentary guest rooms, if necessary, 9.1 As used herein, (1) " Gross Particlpatinn Hotel Receipts for any period shall mean the to LODGENET for the visiting LODGENET personnel and equipment storage. If Participating Services Fees (as defined in Section 8.1) during the relevant period for the Services, excluding any taxes Hotel's occupancy exceeds ninety percent (90 %) on any given evening, at Participating collected or required to be collected thereon by Participating Hotel pursuant to Section 8.2. Hotel's reasonable discretion such rooms may be provided at an alternate lodging facility within five (5) mites of Participating Hotel at Participating Hotel's expense, provided that such 92 On a dally basis, Participating Hotel shall enter disputed buys or other adjustments Into the alternate facility is of equal quality to Particlpatng Hotel or to a AAA three diamond hotel LODGENET PowerSlatlon. As soon as predicable following the and of each calendar month, (whichever Is less). Notwithstanding the foregoing, accommodations for the visiting LODGENET will furnish Participating Hotel with a statement setting forth Gross Participating Hotel LODGENET teem SupeMsor, If any, must be at Pond Hotel. Participating Hotel shall Receipts, net of itemized adjustments Umety entered by Participating tel in its reasonable d ecrefion as be responsible only for the nightly =in charge and a d sales and occupancy taxes; generated by the LodgeNet System for the preceding calendar Participating Hotel shall use all incidental and other expenses shall be at LODGEN cost. amble efforts to notify LOOGENET of and resolve any dlscm 'thin five (5) business days of receipt of such statement. Thereafter. LODGENET will trans it to Sting Hotel a final statement 5.6 Any repairs to or replacements of any path o - at System made necessary (the 'Final Statement of Gross Participating Hotel Re rticlpating Hotel Commission because of willful or grossly negligent ads of ParticipaIII o R r guests, will be performed earned by Participating Holet based on the amount of Gross at Receipts. by LODGENET; provided, however, that Pancipatl aII p i� imburse LODGENET for 9.3 Not later than thirty (30) days after Pan tale the Final Statement from those costs at the Requested Additional Services LODGENET or, if earner, Participating Hotel's Jim ble cy - lowing receipt of the Final 6. Training: Statement, Participating Hotel shall pay and deli OD the Gross Participating Hotel Receipts for the preceding calendar month specified n ement less an amount equal to the As a part of the installation process, If e - on team will conduct on -site training with Participating Hotel Commission. Payments not a due date shall bear Interest at a rate appropriate Participating Hotel staff in 'ng from the site. Further, the LodgeNet equal to the lesser of one and one -hal nth or the maximum rate allowed try law. System shag contain an 'embedded' e I manual and LodgeNefs 24/7/365 help The 'Partici atin Hotel Commisalp a red by Participating Hotel which fee shall desk shall be available at all times Pan H staff members with any questions. be 0) based on the amount of Gms Ipafin R is set forth in the Final Statement, and (ii) 7. Starwuod Program Services a ood C ty: earned according to the terms set n Sche attached hereto and Incorporated herein by this 7.1 LODGFIJET s anticipating Hotel agrees to permit the display of, reference (as such schedule a ad fro to time pursuant to the terns of this Agreement). the Stanwood Program t fa o ule B and, If applicable, any specialized or =stem 9.4 If, (p Imrthedl - r to ate, Participating Hotel is subject to an Frieling services as selected b ad ..{L Lm emented by LODGENET on Starwood's behalf (hereinafter - LodgeNet Agreement (a ed In Secha ), Participating Hotel shall earn the Participating Hotel referred to as the 'Ste .. ro mAh'0!Semicesh. LODGENET shall provide the Starwood Program Commission effective a a first d the month following the Effective Date (unless the Effective Services at =charge to tl Date Is the first day of or i in event Participating Hotel shaft earn the Participating Hotel 8. Lod Nat S stem F Commission effective as to); or (ii) immediately prior to the Effective Date, Pantlpatlng 9e Y Hotel is not subject to an eNet Agreement, Participating Hotel shall eam its Participating 8.1 Service Fees. Participating Hotel shall, based on the Informatlon generated by the LodgeNet Hotel Commission effective as arm Measurement Date. System, charge and collect from its guests the fees (' Sevices Few ), which shall be established and (a) In the event Installation is not scheduled to commence within one hundred and eighty . maintained by LODGENET In accordance with LODGENET's business Practices. Throughout the term of (180) days of LodgeNefs receipt and a=eptanc , of this Agreement due to Issues beyond this Agreement, all Services Fees must remain competitive on a market -by- market and comparable hotel- LodgeNefs control, payment of Commissions payable under Section 9.4 0) will be by -hotel basis. All Services Fees charged and collected by Participating Hotel shall be payable to suspended unlit such time as Installation occars, if ever. If this Agreement Is terrnlnated LODGENET as provided In Section 9 below. Subject to the foregoing, LODGENET may change or under the provisions of Section 1.1, Panldpating Hotel agrees that it shall refund the modify the Services Fees either upward or downward. In such event, LODGENET shall notify digerence between (a) any additional Commissions received by the Existing LodgeNet Participating Hotel In writing of the new rate or fee structure and such new notes or fee strudum shall Participating Hotel by virtue of having executed this Agreement , and (b) the commissions became effective after no fewer than thirty (30) days of receipt of such notice by Participating Hotel, such existing LodgeNet Participating Hotel would have received under its existing unless Participating Hotel reasonably objects in writing to LOOGENET within twenty (20) days of receipt Agreement of such notice. 8.2 Taxes. In addition to consoling the Services Fees, Participating Hotel shall also be (b) To assist LODGENET In evaluating the LodgeNet System performance, Participating responsible for collecting from guests any and an federal, stale and local taxes or other mandated fees Hotel shell, an m about the fifth (5 day of each month, furnish LODGENET with Promises applicable to the Services Fear, and shall directly mmk the same to the applicable taxing authority as occupancy data. Any data provided by Participating Hotel under this Section 9.4 shall be required by few, unless specified to the contrary by LODGENET In writing, treated as Participating Hotel Confidential Information (as defined In Section 17.7). 02005 LadgeNet P- ptauwnml Cou=61a P.V7 of 18 SW GP -USA- 051201 02005 LodgeNcr Edemuaernt Carymsdoa Prge8of18 SWGP- USA - 051201 9.5 Upon reasonable notice and during regular business hours at Participating Hotel's place of business, and without unreasonable disruption to Participating Hotel's business, LODGENET and /or its default hereunder. If any Parry is in default hereunder, the nondefaulfing Party may representatives shall, at Its sole expanse (unless an underpayment by Participating Hotel of five percent terminate this Agreement by giving notice to the non - performing Party which termnation shall (5 %) or more Is revealed, in which case Participating Hotel shall bear all such expenses), have the right be effective upon mcelpt, unless the non-performing Party responds to such lamination to audit Participating Hotel's books and records, and to have reasonable access to Participating Hotel notice within two (5) days of receipt notifying the other Party that it disputes the alleged personnel, pertinent to the Gross Receipts for any month during the tern of this Agreement, which right default In good faith or it Is diligently pursuing a cure of such non - performance or default and shall be exercisable by LODGENET no more than once per twelve (12) month period (and once within reasonably expects Its non- performance to be cured within thirty (30) days from the date of three (3) months of the expiration or termination of this Agreement). such response. If the non - performing Parry fails to cure its default or non - performance upon expiration of the additional thirty (30) day perfect, the performing Party may terminate this 10. Termof Agreement: agreement by giving the nor perfonning Party notice which termination shall be effective 10.1 Term. - Immediately upon recelpt. (s) Unless sooner terminated pursuant to the provisions of Section 1.1 or this Section 10, (b) In the event that Participating Hotel Is the defaulting Parry and fails to cum any default this Agreement shall continue for an initial term of six (6) years from the Term Measurement within the applicable period provided above, LODGENET shall be entitled, in addltlon to any Date. Term Measurement Date means the date when the LodgeNet System contracted for and all other available legal anti /or equitable remedies, including specific performance, to a under this Agreement is first fully Installed and operational at the Premises. system removal charge of fifty dollars ($50.00) per Installed guest room. The system removal (b) If, as of the Term Measurement Date, Participating Hotel is subject to an agreement with charge shall be in addition to any and all other legal damages sustained. LODGENET that (I) provides for the delivery of guest -pay, In-room, television based services, (c) In the event that LODGENET is the defaulting Party and fails to cure any default within and (t) is, except for the execution of this Agreement, of rwise in full force and effect as of the applicable period provided above and Fails to remove the LodgeNet System from the the Effective Data (' Existing LodoeNet Ameement the initial term shall be six (6) Participating Hotel guest rooms within thirty (30) da the date of termination of this years from the Tartu Measurement Date plus the num ys remaining, If any, between Agreement, then Participating Hotel shall be entitled, I i to any and all other available such Term Measurement Date and the end of th Initial - under the Existing LodgeNet legal and /or equitable remedies, including specific pedo , to charge LODGENET fifty Agreement. An 'Existing LodgeNet Pa ticip al' Participating Hotel subject to dollars ($50.00) per installed guest room to re the Not System. The system an Existing LodgeNet Agreement. removal charge shall be In addlllon to any and a ages sustained. (c) Notwithstanding the foregoing, the I of this ant, or the Tenn H such 11. Ownership and Access Rights: rm -- Initial Te Is extended by Impie on - Section A(c), shall be ()equitably ' extended, if, after the EHedive Dat Ag t the number of Available Rooms (as 11.1 Notwithstanding the fad at parts o cilia tam ma be aftfxed to the Prmmses, dafrned below) at Particlpatlng His by a percentage (the ' Withdrawn the LodgeNet System shall not become real p e a o the Premises and It shall at all times ce Perntage of more than t e longer than thirty g period that is Ion - DGENEf. Pa I bra (the "Impaired Period "), -'(1Q notice to Participating Hote (3o) days remain the exclusive property of LO hereby agrees that any apatite n extend the upon Participating Hotel's preps rty shall � � et System equipment Participating Hotel Term for the number of 'Qua u days In the Impaired Period multiplied by further agrees to execute and dative uments and Insi uments and take such the Withdrawn Percent. o forma a changes to the Tartu described in the preceding other actions and permit LODGEN o s LODGENET may believe reasonably sentence. Participating shall ex ' one or more addendum(s), as applicable, to this necessary to give public notice of t nership ham ter of the LodgeNet System and to protect Agreement, ac gi uch modl8callons, If any, to the Term.'Available LODGENET. - mushlp thereof ag him pa Participating Hotel further acknowledges that the Rooms men g 'dl sit, guest rooms occupied by Participating Hotel technical, operational and n odgeNet System are proprietary to LODGENET. s s' plan guest moms Included in Participating Hotel's usual Accordingly. Partidpatin m s in efforts to see that Information concerning such guests on or grati s salable inve if not for lthdra Percentage, but uce in Parts aspects of the LodgeNe ] not di d (ece ca xpt In the se of emergency) that access to the LodgeNet System Is not a to any p or persons other personnel authorized by LODGENET. (it) If the Te ' ay other than the last day of the month, then the term of this 11,2 In granting L ht of use and access to the locaflons specified In Section 1.3 Agreement expj " t day of that month. Upon expiration of the Term, determined In and to those areas of the essary to Inspect, install, maintain and operate the LodgeNet accordance with the visions of this Section 10.1, this Agreement shall thereafter continue System pursuant to Section idpating Hotel Intends only to confer a license and does not on a month -to -month basis. During such month- to-month automatic renewal period, either therefore confer any permanent or perpetual access right or easement to the Premises. LODGENET Party without muse or penalty may terminate this Agreement by giving the other Party thirty shall not assert, in connection with this Agreement, any ownership Interest in Participating Hotel's System (30) days' advance written notice ofternination. - and Capacity. Further, Participating Hotel shall (a) retain all ownership and control of the System and Capacity and may, for example, t over such systems any signals, systems or services (e) Upon satisfactory completion of final Installation the LODGENET System and Its full Participating Hotel chooses, subject to the terms of this Agreement; and (b) subject to Section operation at the Premises, Participating Hotel shat] sign LodgeNefs standard installation 2.2(c), retain the right to order the placement and location of any and all channels in the channel line-up completion acknowledgement document ("Term Commencement Form confirming the Term as they appear to the guest, subject to technological feasibility, whether the programming over such Measurement Date, and LodgeNet shall forward a copy of the Tenn Commencement Form channels Is provided by LODGENET or a third party. Upon Participating Hotel's (and, if applicable, and the resultant expiration dale to Stanwood. Upon termination of this Agreement, LodgeNet Starwood's) approval of the Usage Spedficatlen Schedule, Participating Hotel hereby grants to shall notify Starwood of the date of termination or expiration of this Agreement. LODGENET the right during the Term of this Agreement (as extended or renewed) to use the System and Capacity as set forth In the Usage Specification Schedule. 10.2 Termination. 11.3 Participating Hotel agrees that the Services provided over the LodgeNet System are subject (.) Subject to Sections 5.1 and 17.17 hereof, If either Party shall fail to perform or default on to certain copyright agreements and other restrictions. Participating Hotel agrees not to knowingly allow any material obligation under this Agreement, which failure or default is not remedied within anyone other than a guest to view the Services, or to allow any viewing or access to the Services other thirty (30) days (ten (10) days in the case of a payment default) following recellet by the than in guest rooms. Participating Hotel shall also not knowingly allow any taping or copying of any defaulting Party of a written notice of such failure to perform or default, shall constitute a Services under any circumstances whatsoever. O 2005 LodgeNet EM,1xinnimt Cmxnxdgm Age 9of Is SW GP -USA - 051201 O 2005 LodgeNet Eoiat6noe0l Cmp,nu. Age 10 of Is SWOP- USA - 051201 11.4 If, at any time during the farm of this Agreement the Premises is no longer owned, franchised or managed by a Sherwood Company, Parficlpating Hotel agrees and acknowledges that the terms and or ordinance to perform Its obligations under this Agreement, Including moss obligations relating to the conditions of this Agreement will be modified to accurately reflect LodgeNefs standard agreement pay- per -view Services pursuant to this Agreement offering, Including, but not limited to a modified commission structure and Including the provision of 13.5 Each Party (the "Indemnifying Party') shall indemnlfy, defend and hold harmless the other services similar to those described in this Agreement; provided, however, Participating Hotel would not be Party, Its subsidiaries and affiliates, and their respective oRcars, owners, directors, employees, agents eligible to receive the Stanwood Program Services described on Schedule 8 . and affiliates (the "Indemnified Parties') from and against any and all third -party suits, claims, liabilities, 11.5 Upon termination of this Agreement pursuant to the provisions of Section 10 hereof, - judgments, expenses ( Induding reasonable attorneys' fees and court costs), damages or losses LODGENET shall use commerciany reasonable efforts to remove its equipment within thirty (30) days ('Losses`), arising from any breach of this Agreement by the Indemnifying Party or from any willful, after the effective termination date. Participating Hotel shalt use commercially reasonable efforts to reckless or negligent act or omission related or connected to the performance of this Agreement by the protect all LODGENET property until it is removed from the Premises by LODGENET. No rental or Indemnifying Party, or its officers, employees, or agents, to the extent that such Losses are attributable to storage charge shall be due and owing for any storage during the thirty (30) day period, but Participating such acts or omissions. The Parties acknowledge that the Indemnification obligation under the preceding Hotel shall be entitled to a reasonable storage charge for storage of LODGENET property not removed sentence does not require LodgeNet to Indemnify, defend or hold harmless Participat Hotel for any act within such period. At no time following termination of this Agreement shall Participating Hotel or any or omission of any LodgeNet officer, employee or agent that occurs when such person's presence or stay third party be entitled to use the LodgeNet System or Services (or any portion thereat) without paying a at Participating Hotel is not related to, connected with, or arising out of the performance of any duties reasonable rental fee established by LODGENET. Failure of LODGENET to remove its equipment shall under this Agreement. The Indemnifying Party shall control the defense of any suit or claim and shall not constitute forfeiture thereof, regularly consult with the Indemnified Parties and their counsel ( and/or the affected person or entity and its counsel) regarding such defense. However, the Indemnified Parties may participate In such defense 12. Exclusivity. Participating Hotel hereby grants to LODGENET during the term of this Agreement through counsel of their own choosing at the Indemnified Party's awn expense If the suit or claim or (Including any extension hereof) the right and privilege to be the sole and exclusive provider of the settlement thereof could result in the imposition of an Injunction or other equitable relief on or materially Services at the Premises provided to Participating Hotel under this A ment. interfere with the business or operations of the Indemnified Parties. n no event shall the Indemnitying 12.1 LODGENET agrees to deploy both the Servces, which ntified on Schedule A, and the Party consent to entry of judgment or enter into any settlement a ant that does not InUude a full Stanwood Program Services, which are Identified In S du B. deployment shall be done in release of the Indemnified Parties. The Pelves acknowledge that .ling Hotel Is In breach of an attendance with the terms of this Agreement and subject d licensing resMctlons. The agreement with a third parry service provider and such Partici ling rase to pay such third party Services and the Stanwood Program Services may be am t r revised as determined by any fees pursuant t the contract l bet Participating d i party provider, and such and mutually agreed upon by and between LODGE NE contract is not the result of i settlement made pursuam 13.5, men LodgeNet Is not obligated to indemnity Participating Hotel for such a f foregoing. LODGENET 12.2 Participating Hotel may display on a _ Channe t e Disney Channel and no acknowledges and agrees that In the event that LO breac ' Agreement Participating more than two other non - advertiser supported c (e.g. , Sh- three, STARZII, eta) _ Hotel has the right to take all necessary steps a sees It ht Incur as a result of such 12.3 The Parties acknowledge that Paull ay provide or intends to provide laptop breach, inducting, . ng, th m uut limilatton, the right ther entertainment service provider, and Intemet across to Guests (me 'Sterwo . nd an Intern Interface, customized by or that Participating Hotel has the right to recover a in connection with Its efforts to mitigate for Stanwood (the ' Starwood Inedss I through which Guests at the Stanwood any such Losses due to LODGENET's b c Is I. Laptop Rooms may access the Into en s igh portable computer connectivity in these 13.6 LODGENET, shall main reemem, at its sole cost and expense, s Stanwood Laptop Rooms. Excep Uerwi Itta under the terms of this Agreement, the comprehensive general ]lability Insu n an a t no s than five million dollars ($5.000,000.00) Participating Hotel, shall not, withou eNet's i then consent aRrmatively build on the Stanwood against any lability arising out of I to or d f any person or damage to property In any way Interface any direct link to It rchase of feature length video content from either connected with the installatio in , cps removal or replacement of the LodgeNet System (a) motion picture studi L orks. Disney, etc.) orb) producers or distributors of LODGENET shall fumish tin rty (30) days after me Ipt of a written request from sexually explicit content re Audien coming. - Parga'ryetlng Hotel, evid omplia - provisions of this Section 13.6 and/or a cad8lmte of 13. Compliance with ; Ind. tlon. inaumnce from LODGE s Insure comer naming ell Stanwood hotels that LODGENET serves, 13.1 LODGENET maintain at its own cost. with Participating Hotel's reasonable Including Participating H cacti holder under such policy. cooperetien If necessary, sg a es, pertniis and approvals required by govemmental authorities 13.7 The distills s. a n of Services and the installation and maintenance of the having jurisdiction over the Ins 1 on, operation and removal of the LodgeNet System m the Premises LodgeNet System equlpmen nform to proper safety procedures and any regulations or and (ii) necessary patents, copyrights, dlstn - bufton rights, licenses, releases, walvers, and other necessary ordinances of any applicable gove mental agency. consents of third parties with respect to the LodgeNet System. 13.8 Other then as provided in Section 8.2 above, Participating Hotel shall bear no obligation for 13.2 Each Party shall comply with any and all (a) terms and conditions of this Agreement, and taxes resulting from the operation of tiia LodgeNet System. LODGENET shall be entitled to all (b) applicable federal, state and local laws, rules, regulations and orolnanme applicable to such Party, Its investment or similar tax credits and depredation benefits allowable on the LodgeNet System, subject to employees and agents relating to its obligations under this Agreement Its arrangements with equipment suppliers or others. 13.3 Participating Hotel shall, at Its sole cost and expense, obtain all permits and licenses 14. Customer Interface, Interactive Services and Third Party Vandom: (spedamlly, any music performance licenses, such as ASCAP, BMI and SESAC, required in order to 14.1 Display of Brand Name. At Participating Hotel, LodgeNet will display at Stanwood's election display any content provided by Participating Hotel) which may be required under any applicable federal, the Brands' name and/or logo, and the Participating Hoters name on the GUI and the LodgeNet Welcome state or local law, rule, regulation or ordinance to perform Its obligations under this Agreement. Including Channel, as applicable, at no mat to Participating Hotel. Participating Hotel must provide LodgeNet with them obligations relating to the provision of any content provided by Participating Hotel Pursuant to this a high-quality digital Image to be used for this purpose, or, In the event Stonvood opts to display a full Agreement. motion video welcome CFMV Welcome"), due to the functionality of the FMV Welcomer LodgeNet shall 13.4 LODGENET shall, at Its sole cost and expense, obtain all permits and licenses (specifically, not be required to display the Brands' name and/or logo. any music performance licenses, such as ASCAP, BMI and SESAC, required in order to display the pay- 14.2 Moms and Menu Bar. LODGENET shall design and provide up to (a) two (2) main menu per -view Services) which may be required under any applicable federal, state or local law, rule, regulation pitons (pictureficon navigation element), (b) two (2) main menu bars, (c) one sub -menu page for each of the main menu piton and the main menu bar and (d) picons to provide rinks to other Stanwood Content O 2005 LodgeNet Enu tirmmt Cogmdm Pcge 11 of13 SWGP - USA - 051201 O2005 LodgeNet 7?vtvrxivmmt COrpando. F.B. 12.1718 SWOP -USA- 051201 Picon t Identified In the preceding sentence may also be wed for access to Internally hosted Information Parry hereto may change the address for notices hereunder by giving notice of such change to the other such re. but not United o, Room Service Menu, Guest Survey, Guest Directory and other Parllepating provided. ab Party In the man Hotel a Storood Information. ner ove 15. Interference. LODGENET shat ensure, at LODGENETS sole expense, that to Installation, 17.2 Applicable Law. This Agreement shall be governed In all respects by the laws of the State operation a maintenance of the Lodgenlet System shall not Warfare with the Open Channels or any of New York without reference to principles of conflict at laws, except that the Pares' respective rights equipment, (adlitiaS a services Installed and/or operating at Participating Hotel at a prior to the timed and obngodons shall be subject to any applicable provisions o1 federal law or regulation, Including, without Federal Comm Installation d the LodgeNet System Participating Hotel shat maintain the CNS to effectively arm all for Frae provisions uNcetlons Commission. Federal Communications Ad and arty applicable regulations d the LODGENLTa delivery of the Services. Conversely, Participating Hotel agrees that any equipment or Fedel service installed after the Installation Date that also uttizes the MATV andfa CNS shat not Interim with 17.3 Modification. This Agreement shat not be modified, waived or amended except by an the LodgaNM System. Instrument In wdting and executed by the Parties to this Agreement. No handwritten or typewritten against or deletions made on any of the pages of this Agreement shall be valid or binding 76. Assignment: a 9 either Po rN• 16.1 This Agreement binds and Mums to the benefit of the Parties, their successors and easlgns, - 17.4 Sovembili at Provisions. It any part or rt d this except as limited herein. ty subpa Agreement Is found a held m be Invent a unenforceable, such Imegdiy or unenforceablgry shall not affect the enforceability and finding 16.2 In the event that the person or andy executing this Agreement as 'Participating Hotel' (for nature of any other part of this Agreement, unless such remaining portion or portions am not reasonably purposes of this Section 16.2, the Transfero Intends to sat or otherwise transfer management or adequate to accomplish the basic purposes and Intent of the Parties. The Parties hereto will negotiate in ownership of the Premises, as the case may be, (outright or by operation of law as sale of central) to any good Win to replace any Invalid or unedorceable provision with ono or more valid'provlslors that other parson or Sadly (' Trensfemo ), than the Transferor, as soon as practicable but In no event less accomplish the original Intent and economic agreement of the Parties. than thirty (30) days prior to the eftecUve date of such transfer, shall a written notice of the same to 17.5 Complete Agreement This Agreement, together with schedules, exhibits, attachments LODGENET. Such notice shat provide I,formetieo regaming d the proposed transfer Said or other Information which am expressly Incorporated herein in an Integral part hereof. Is the whether the Transferee Intends to assume NI of the obligations d tenor undo tote Agreement. If complete understanding d the Patties hereto with respect to the J' matt., h—f, and no other Lie Transferee, by execution prior o the eansfer date of a vv��ri n agreement satisfactory to representations a green —ft Shan be binding upon the Po here shag be effective to nderpret, LODGENET, assumes an obngetlons of fha Transferor u4Eg ant and Transferee meets or restrict the previsions hersol. This Agreement . dor agreements, written and LODGENET's customary credit stendarda, th an Trans T an r obligations hereunder oral, concemirg the matters addressed herein. Yaduxf s " eNot Agreement provided, except as to previously accrued matters however, M the event this Agreement Is lemtrrat s t o e , the Existing LodgeNot 16.3 Notwithstanding the transfer ot in M of Prertses, as the case may Agreement shag remain In fug Ponce and affect In I the pro thereof. be, Transferor shall be and In liable I 8(i and unts at whatsoever time awing to 17.6 Dispute Resolution. LODGENET for services pnaNded horemd dS9 _ the Agreement hes been effectively assumed or terminated as herein p T e who, with notice of the existence of this (a) Arbitration Reculred Exce s 17.5(c), If a dispute arises out of, or AgroemeM, has not executed an I - n ad N this Section 16 shall not be met- to, this Agreement - this Agreement that is rid msotved by the ,mi nod to mooive Services or any in 1 ..slow therefore; provided however, that In Pates In the course of I either Party may submit Me tits" to e such event LODGENET, M LODG ads on, y minus to provide Services to the Premises , sate mediator Selected o Pa at tinrre prior o Selection of a mediator, o which shall be deemed an offer to Such o Transferee In — ,dome with an of the terms arbitration by Na Am Iran tiun '). If not th resohed by will the and condlilors of Uda Ag r accepted by Transferee either In writing or by ns eaner of W s d in the for mediation; or (0) the Parties agreement that receipt and rut aMOn of ikon harcurdor. Notwithafandng the foregoing. In amicable th ediagah does not appear likely; it shall be referred the event Promises are gar affilla t ,wood all Statood Content and all Stanwood Program to a ode a e as or to AAA for anal and binding arbitration. The Services shat be an the S arbitration govern by a Med States Arbitration Act and judgment an the awed 16.4 LodgeNot s 1 t e assign or subcontrac4 by operation afiaw or otherwise, mo be en M any having jurisdiction. The arbitrator shag not limit, expand a d nd the t any of Its rights or o 1 of or this Agreement without the prior written consent of an e I on nor ahem damages In excess compensatory damages, y a Participating Hotel, which (isa ,may not be unneasunabty te conditioned, delayed or withheld. a each Pa such excess damages. A requ est b Party for Ida Notwithstanding the foregoing, without obtaining the consent of the other Party, either Party may - p shall ' diver and P ar ty' s an n equal hereunder o mediate and d arbitrate. Each Peart transfer (Q this Agreement in whole to a successor of all or Substantially all of Its assists; (IQ some ly shell bate its own expenses and s dde s sham is an costs end foes el the me a compete ell of its rights and obligations under this Agreement to any whcllyowned subsidiary or parent t In the legal egal aa and d e technical ar bit ra t o r dfor ar l a pests d the Subject Any ter of ors g shall and/or arbitration, b he corporation; provided, that lino assigning Party hereunder shall remain responsible for all of Its compete content and the he subject matter ot c Agree onfidence ce all b The obligations under this Agreement; or (III) in connection with sale of contro No l of such Party. Subject Nothing nen of m d whom m will be a h bou nd d by en n shrill appropriate d confidence egmeth any n to the foregoing, this Agreement shall he binding on and shall Inure to the benefit of the permitted thing herein la loon be deemeed d bound to prohibit either injunctive relief In arty party from is a held te mntd succe ssore and assigns of the Paltlea. In orderfor arty assignment hamundor to be offedlv., the herd or tr assign must assume uncondlg hereunder. . All onally In writing the assignors obligations under this Agreement A which am being - Signed and provide an executed copy of such assignment and assumption to All proceedings comp u under this Section 17.5 span take place in (Chicago, nnnotsj. j urisdiction o prevent or atop the breach by the other Party _ the non•esslgning party. Each Party shall be responsible for the act., ar ore and omissions of (b) Von". Judsdidon and Jury We The venue of any judicial proceedings shag be in any subcontractor engaged by such Party In connection with such subcentmeto's performance New York New York or some other location as mutually agreed by the Parties. Each Party of such Party's obligations hereunder. WasmeSby submits to the exclusive jurisdiction of the federal and state mutts located N New 17. General P- -done: York, New York EACH PARTY WAIVES. TO THE FULLEST EXTENT PERMITTED BY 171 Notices. Ag no0cas to be given hereunder Shan be given In writing and Shan m be deemed LAW, TRIAL BY JURY OF ALL DISPUTES ARISING OF OR RELATING TO THIS given when deposited in tat U.S.'Mail with postage prepaid, certified or registered mail, return receipt AGREEMENT. requested. addressed to the applicable Party at the add— ad forth at end of this Agreement. Enter O 2WS LodseNd Patandemevt Corieruoe P., Dana swap -USA- 051201 02WSLodFNdme>Wocoarc1paudaa n¢, 14 one SWOP –USA -051201 , (c) Cedar Dlaoutes Excluded This section tt.s does not apply to claims by either Party for forth In this Section 17.7 concerning Conndmreal Information survive tins expiration or extraordinary relief, such as Injunction. Including extraordinary relief Sought In connection with termination of this Agmemant. the preemrmllan or protection of such Party's proprietary rights. (f) Disclosure. Notwithstanding anything to the contrary contained In M Agreement either 17.7 Confidential Information. Party may disclose the other Parys Canfderdal Information 0) If a court of competent (a) Confidential Information. *Confidential Information' means (1) any , of judadidlon issues a subpoena or court oiler ordering such disclosure, In which event the Participating Hotel's or LodgeNers proprietary Information (including any Information that Disdosing Party shall mfiy the other Party as promptly as practicable In order to allow the would quality as a trade secret under applicable law), documents, designs, plans, reports, non - Disclosing Party an opportunity to seek mnfIdennai treatment and the Disclosing Party guest lists, and sWdles, (2) Information either Participating Hotel or Lodge let dentifins from Shen dscloso the Confidential Infomotim only to the extent necessary to comply with such time to time as mnndemal, or (3) Information that Should be treated as confidential uder the subpoena a mart order, a (it.) In Omer o enforce Its rights under this Agreement. inducing 'roumstances thing be disclosure, including guest history Information, SWISS and m arhltreflan or Utigation proceeding, but such disclosure moat be subject to appropriate marketing Information, account Inform Ilion retailing to Participating Hotel, and the contents of protections to prevent public disclosum of Confidential Information. Oft Agreement and any exhibits, attachments or related agreements. The Party disclosing Confidential Information Is hereinafter referred to as file •Dlsdoshg Pary and the Party 17.8 Authority. Each IndlvWUal executing this Agreement In a representative cepad by his a rece" Confidential Information (a hereinafter referred to as the 'ReceMng Perry.' her execullon hereof, represents and warrants that such person Is fully authorhod to do so on behalf of Confidential Information Shan not include Information which 0) is already in Receiving Partys the respective Party hereto and, with respect to Participating Hotel, If executed by or on behalf of any possession (other than Information provided by or an behalf of Disclosing Party), provided entity other then the owner of the Promises, as the duty authorized agent for such owner, and that no fruit sum information Is not subject to another confidentiality agreement with or other further action or consent an the part of the Party for whom much signatory Is acting Is required for the obligation of secrecy to Disclosing Parry or another on (4) becomes generally available effectiveness and enforceability of INS Agreement against Such Party or such owner, as the rase may be, to ire public other than as a result of o disclosure by ng Party or Its repreaentoUves, fdlovMg sum execution. or (Iii) becomes —Debt. to Re ialA g Party on a I basis from a source other 17.9 Heading.. The headings of the verlow'sedions hem convenience only, and Shan t Disclosing Party or Its representatives, p ded uch source IS not bawd, to not control or affect the meaning or construction of any of the ski - is Agmement Receiving Partys knowledge, by a oahfiden with or other obligation of secrecy to Dlseosbg Party or mother party. 17. ' Num ber or Gander. Whenever ere m r eferences n this AgreeAgreement nt o vie e Singular red number shall Include the cal urel number Shan Inaw. (b) Use and Nbiritairm of ce de u - as otherwise specifically the singular, and wads denoting gender shall In - fire, a neuter. The use of the au nor zed by lints section n.7, Lod c e g at shell held the Confidential arid •InCuda, •Incl sea: and • nswing d s Intended to be Illustrative In aoot confidence m eke t cessary steps to keep the Confidential - and does not limit tiro seeps of the drscrlptbn a plea we provided. Information mnfidentle. Except as Section 17.7, men Party may disclose 17.11 Multiple CouMOrparts. This Afire exerted In multiple counterparts. each Confidential Information on oyaes, advisors, agents and assigns who of which, when executed and dative n original, and an of which together shall have a need o know Do course d futfi0ing the obligations of each m eansn de e but one and the same I this Agreement It shall not be necessary Parry und., this Ag rUdpating Hotel shall each cause their to produce mom than me holy ex Fa a signatures Shall be deemed as originals respective officers, em s. n , assigns, and affiliates (excluding Stanwood) as between the Parties. to hod all Confidential I non In fdenoe. LodgeNd and Participating Hotel may use Canflda es established by this Agreement and must not 17.12 independent o Ag S sietlonsntp; No Third Party Beneficiaries. The divulge or a al Information o any person or minty except as Proles agree that LOO n r tractor In pertorrNng the marketing arid other permitted b cfion 1 . Agmoment does not grant LodgeNet or Participating Services described In i :' S L - any d its olncas, director., agents or employees) Hotel any to y dg Cadldam2l Infamatlm belonging o the other. Except as Shag ad or hold itseif c n agart e o er t nonce. The Parties do not mood this Agreement exp—ty d by ahem, LODGENET Shan not dtsdesa to any entry, other or the mlatonship he to a john vemum or partnership. The proviso s of this than a So _ a Is engaged, or that 0 directly or Indirectly controlled by an Agreement am fa the ' e Parties hereto end, subject o Section 16, their respadNe entity that In In the management franchising or ownership of hotels, anY successors and assigns, a .tit '. may seek to enforce, or benefit from, In— provisions. Confidential Inform d Participating Hold received by LODGENET under this Agreement 17.13 Non - Common acre, The Pardon hereto acknowledge that the SeMCes offered hereunder have been privately afened and will be privately furnished an a non - common carer basis. (c) Nodfimgm LodgeNet or Participating Hotel shall immediately notify the other If R Neither LODGENET nor PartltlpaUrg Hotel regards any mpresentalki s, offers or undertakings made by dhsoovem arty unauthorized use m disdosum of the other Party's Cmgdmnal Information. the other In connection wfth this Agreement as being In the nature of ofem of common carnage. So long The Asmver ng Party moat than cooperate with the other Party to regain possession of the as the Parties do not substantially mange Ucelr manna of offering the Services hereunder, neither win Confiderngal Information and prevent its further unauthorized use or dissemination. attempt, now or In tie lmmae, to Stuart, through legal process, directly or Indirectly, my questions of common cemage regarding the relationship betwam the Parties. in addition, nahIM contained In this (d) INundive Renef If Lodgenlet or Participating Hotel breaches the obligations established Agreement shall be deemed or construed by the Parties hereto or any other third party to create any In this Section 17.7, then the breachbg Party consents to the other Party seeking temporary, rights, obligations or Interests in third pares. pcoTudnary or final Infundlau, without proof of the non reaching Party's actual damages, ' bemuse remedies at law may be Inadequate. Notwithstanding to foregoing, such remedies 17.14 Time of Easonce. Thus shall be of the essence In the perfomonnxe of this Agreement shall not be deemed to be the exclusive comedies for a breach of this Section 17.7, but Shan 17.15 Sharing of Information. PamdpaWg Hotel hereby grants LODGENET PiumleSion 0 be in ndditlon to a1 other remedies available at few or equity. deliver to Sterwood (a) an executed copy of this Agreement, (b) information relating to the use of the Services N Participating Hotel, (c) a copy of the Notice of Tom Measurement Date letter referenced In (e) Return of Confidential InformAUM Lodgddet and Participating Hotel agree to promptly Section 10.1, (d) a copy of any letter providing notice of termination of this Agreement as required under return to Its owner an Confidential Information, related records and all copies of Cont'dernial Section 10.1 and (a) soon other Information rotating to the Services as Starwad may request from time infonretion m the earner of expiration or temdnatlon of this Agreement. The obligations set to ono. • 02005 Ladoefea Pseraiameal Corpmrnm Pena lS its SWOP -11SA -051201 O 2005 LodiaNd Pkkrobunm Conpondm Acre 16 oft& SWOP -USA- 051301 I 05/24/2006 13:18 7177701642 CAPITOL RENOVATION PAGE 02 MAY- 24 -0.WS 09110 FROM:LODGEWT 6859881511 TO:817177701642 P.R1w/ma " 17.16 Force Maleure. Notwithstanding any other provision in this Agreement, neither LOOGENET nor Participating Hotel shall have any liabiiity to the other or any other person or entity with iN WITNESS WHEREOF, the. Parties hereto havt executed thla Agreement, by their duty respect to any failure of LODGENET or Participating Hotel to perform its obligations under the terms of auth0ft*d elpnatoAas, on the day and year Indicated below, this Agreement If such failure is due to a Force Maleure. "Force Maleure" shall mean any labor dispute, . fire, Flood, earthquake, riot, legal enactment, govemment regulation, act of war, act of terrorism, act of LodgeNatEntartafnmentCorporation God, loss of use of LODGENET's contracted satellite(s) or related systems for reasons beyond LoxlhMon f0089986y ng loss, interruption or poor signal quality of the Services from third -party 3900 W9611 Imxrvton Street (Lt gal Na" fPerticfpseWhfotef>:r�q LODGENET's control (includi signal interference, the loss of any satellite or related transponder by any means or by the cessation of Sloux palls, 8D 87107 New portend, re a , uncle the the broadcaster or transmitter thereof), any power outage not caused boblamP a rty oclated wi h r any Section 17.16, to be excused from its obligations, any p scrambling /descrambling or other equipment owned ad whose by others, o f any cause beyond the By_ reasonable control of the non - performing Party. A Party whose performance is impaired as a result of a fm epr0aantative ly notify the other Party. If, as a result of n such Impairment would, If Force Maleure, a Partys Force Maleure shall prompt � Pont eR ). ,� ( Q �r 1 performance under this Agreement is impaired for sixty (60) days or longer and Name; - S of this Areement under not for the application of this Sectou 1 n 5 1 days notice, terrmina e this Agreement without penalty or i7 C— JD Section 10.2, then the other Party may, p Title' U cc- Except �( liability to or by either Party. Date; 17.17 LIMITATION OF LIAB pate; �J 4� ILITY. Et with respect to Section 17.7 (Confidential Information) a Party's indemnification obligations under Section 13.5,' fringement by a Party of the other Party's intelieotual property rights, damages resulting from a Pa Iful misconduct, and except as LedgaNet Notice AcI teat Pgttiei ng N t1lyMae.Addresa: specifically set forth in this Section 17.17: LodgaNat Entertainment Carporatlorl Lad p ', LP f0U589681 Wa IN NO EVENT SHALL LODGENET OR PARTICIPATING L B VE DAMAGESINWHETHER Si o0 Wass innovetlInnovation aux Falls, SD 57107 Street ' iT e 200 1 OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMP THEORY OR BASIS OF si 911, d tevivanl 70-2131 01A dA*Wj FORESEEABLE OR NOT AND REGARDLESS OF ATINGHOTELFORANY man4 o th,, ewir r ,fvrmatldn 9hnr.91 be Wed RECOVERY OF ANY SUCH CLAIM, LODGENET PRO MING FEES DIRECTLY w Ad*13,j INTERRUPTION OF SERVICE SHALL NOT WHI RVICE WAS INTERRUPTED. THIS ATTRIBUTABLE TO THE PERIOD OF TIME D NIFICATION OBLIGATIONS UNDER SECTION 17.17 DOES NOT AFFECT THE ing Hotel Infarmatlen and Data SECTION 13.4, 17.18 Survival. All rights th before termination or expiration of this ry 6amet acs: air a survive termination or expiration of this Four P nts Hotel Lax n�ton Agreement, or that arise out of obi' 933 SStan f Agreement, including Sections 1.1 .4 as t ate Participating Hotel Commissions, Sections LrArfn iton OMUdb 051 •1251 82 and 13.6 (relating to taxes), Se ' 9.5 �uu atiion 17.71 (Confidential Information), ton), Sect 17 8 gt Net Silo ID OP681�7 (Applicable Law), Section 1 abf d ion 17.18 (Survival), shall survive termination or (Authority), 17.17 (Limit Addiflm at Premisas infall01 ton: expiration of this Agree Numb. of guest looms (total): 174' 17.19. Effective This ment shall be effective upon the first date as of which both Numb ar of guest roomewitll ATBC Parties have executed m " EffectiveDate �. TV& a: the time of Installation 0 Appro dmato Avarape Oeoup99oy (Pant 2months)r (Remainder ofpage lnfonfionalty blank) - - Appm 0m9ta Averago Dail Rate: 86.OQ Mp.IN Atlowilm (per Main) Ingo I 7be scowl etmrbar of remnm via be (Q derermim4 Ace k6 ft a W11-11 a and N) rdenrt»td nn rl+a 0111M Commene ftr 3 rmwfidddn Grmylerlae Form. 6D2WSLudlooNetPsmdaimnmlCoryo� +tJon Ratplsotl8 SR10t' - 0 51 1 0 1 p 17 of 18 SW Gp- USA - 051 ®2005 LodgeNer Enkrtainment CoipocalioA 8 10/09/2013 05: 1 7 7- 113370025 ADAMSC-iASEAN ?EMERSON PAGE 02/02 Page 1 of 1 S tatement of Account t�f31/93 Ac:courit # 56 1:31 Property: Ley &l Entity: Four Points Hotel Laxing on Heir -I Group, Lila, 1938 Stanton Way 1111 Tsi rd Strew, Suite 00 Lexington, Ky X10511 b ���� 1 urr;lsr�rianci, P�. 17C +�6��? 131 Eric 0- asRosir rs- PresidenVGuararifor Cell (717)979 -'9'S 3.3 Charges By 0'*a gory le�voioa Date ,AmourA Dataii 22G4�M 11109A 1 16'18.11 Movie a - -T.V. 'Uniimited 2214303: '12/07/11 1 711,60 „ 2226569 OV09112 584.77 2238950 02108/12 468.40 e. 2215415 11310181/2 110,94 2054033 L15/221'12 20,533.30 Early Contract T'errnhation (LL t F avenue $11,833,30' (Bquipmert Ce- instvil $8 1'00,00) subtotal..... $215,027.3:2 898.90 Acaruwd Interest to 031'31f13 Statement "total: $25,926.72 RenittG.` Lodgenet Interactive Corporation. P.O. Box 952141 Sain Louis, MU..G °j 196 - 2,141 (6o6)988 -1 J EXHIBIT --- Fms*-- a Oct a J RKA I CE 7 77 V►�ERIN.EAA - TION of Lodgenet Interactive Corporation VWa Lodggnei Entertainment, aerif i thet the statements unade I the aforegoing docurnent are true and correct. I understand that false statements herein are made zmbjtiof to th ponalilos of 18 Pa. C. S.. §4904 +4 relating to unsworn faisificatlon to authorities. Lodgenet Fit idl=e Corporaton f/l.la Lodge inmenl BY: Dated:,,, auv77i:�f3131 . ! . �R1nglan tdptE +Y 8:_ pc�sraal�s'� L0 /Z0 3Jtid NOSd311=- 'gNV-3'SVHOSt VaV KOOLEETBL L1:90 £T0 /ZZ /@T SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson � ; ' Sheriff _ c0) 11, sx o iar6� Jody S Smith DEC/7.44.u' ` EQ N 'SY . i f t iult: i;_I; P Chief Deputy "" Richard W Stewart CUMBERLAt Solicitor ( rP;= .ERIFa Lodgenet Interactive Corporation f/k/a Lodgenet Entertainment Case Number vs. 2013-6410 Lexington Hotel Investments, Inc. (et al.) SHERIFF'S RETURN OF SERVICE 11/22/2013 Ronny R Anderson, Sheriff, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Lexington Hotel Investments, Inc., but was unable to locate the Defendant in his bailiwick. The Sheriff therefore returns the within requested Complaint& Notice as"Not Found"at 110 Third Street, Suite 200, New Cumberland Borough, New Cumberland, PA 17070. 11/22/2013 Ronny R Anderson, Sheriff, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Eric J Desrosiers, but was unable to locate the Defendant in his bailiwick. The Sheriff therefore returns the within requested Complaint& Notice as"Not Found"at 110 Third Street, Suite 200, New Cumberland Borough, New Cumberland, PA 17070. 11/25/2013 10:58 AM- Deputy Brian Grzyboski, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Eric J. Desrosiers- President of company, who accepted as"Adult Person in Charge"for Lexington Hotels Group LP at 808 Michigan Avenue, Leymone Borough, Leymone, PA 17043. BRIAN GRZYB• KI, D ,' TY 11/25/2013 10:58 AM - Deputy Brian Grzyboski, being duly sworn according to law, served the requested Complaint & Notice by"personally" handing a true copy to a person representing themselves to be the Defendant, to wit: Eric J Desrosiers at 808 Michigan Avenue, Leymone Borough, L- one, PA 17043. IIIA < ' 1(-3/ GRZYBO ,:�Pjf' 11/25/2013 10:58 AM - Deputy Brian Grzyboski, being duly sworn according to law, served the requested Complaint & Notice by handing a true copy to a person representing themselves to be Eric J. Desrosiers- President of Company , who accepted as"Adult Person in Charge"for Lexington Hotel Investments, Inc. at 808 Michigan Avenue, Leymone Borough, Leymone, PA 17043. � f(-1i BRIAN GRZYBO I, DEP SHERIFF COST: $97.75 SO ANSWERS, November 26, 2013 RONR ANDERSON, SHERIFF ;oii^:'rSudo hsnf T€eoso" Inc. c Y 2014 JAN -6 AM II: 22 Lodgenet Interactive Corporation fka OUF9E3 R(.Aii131 URT OF COMMON PLEAS OF Lodgenet Entertainment p pEN�dS �BLAND COUNTY, PENNSYLVANIA Plaintiff v NO. 2013 - 6410 CIVIL TERM Lexington Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric J. CIVIL ACTION - LAW DesRosiers as Personal Guarantor Defendant(s) PRAECIPE FOR DEFAULT JUDGMENT Enter judgment in favor of Plaintiff and against Defendant(s), Lexington Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric J. DesRosiers as Personal Guarantor, named for failure to file within the required time an Answer to the Complaint in the above-captioned case and assess the Plaintiff's damages as follows: Amount (principal) claimed in Plaintiff's Complaint $ 25,926.72 Attorney/collection fees claimed in Plaintiff's complaint $ 5,184.34 TOTAL CLAIMED IN PLAINTIFF'S COMPLAINT $ 31,111.06 PLUS: Interest at the rate of 6% from 4/1/13 to 1/3/14 ($5.11 per diem) $ 1,415.47 Less payments, if any $ 0.00 TOTAL FOR DEFAULT JUDGMENT $ 32,526.53* *PLUS additional interest and all court costs incurred by Plaintiff until paid $ TBD I hereby certify that a written Important Notice of the intent to file this Praecipe was mailed or delivered to the Defendant(s)and/or his/her Attorney of Record,if any,after the default occurred and at least ten (10) days prior to the date of the filing of this Praecipe and a copy of the notice(s) is/are attached. KODAK LAW OFFICES, P.C. s‘ Sb By '. 3o °`c Jeffr eTWoutman, Esquire #53984 M DATED: I [(.Dl\4' Judgment ente d an dams s assessed a bove. Prothono ar I KODAK LAW OFFICES,P.C. CAMERON MANSION Telephone Robert D.Kodak 407 NORTH FRONT STREET 717.238.7159 x101 Jeffrey L.Troutman THIRD FLOOR Facsimile HARRISBURG,PA 17101 - 717.238.7158 Lodgenet Interactive Corporation fka IN THE COURT OF COMMON PLEAS OF Lodgenet Entertainment i CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff December 17,2013 v NO. 2013-6410 n 1 `r-, ,) J Lexington Hotel Investments Inc and • • LEXINGTON HOTEL INVESTMENTS INC V Lexington Hotel Group LP;and Eric J. 1 CIVIL ACTION-LAW 808 MICHIGAN AVENUE DesRosiers as Personal Guarantor • LEMOYNE PA 17043 {° 1• �" '_li Defendant(s) • b ""�' 'm IMPORTANT NOTICE/AVISO IMPORTANTE TO/A: Lexington Hotel Investments Inc Defendant(s)/Defendido(s) RE: Lodgenet Interactive Corp,et al VS: Lexington Hotel Investments,Inc.,et al DATE OF NOTICE/FECHA DEL AVISO: December 17,2013 No. 2013-6410,Court of Common Pleas,Cumberland County,PA YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN Our File No. 38971 APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE,A JUDGMENT MAY BE Greetings: ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. In accordance with Pennsylvania Rules of Civil Procedure 237.1(a)(2),we are enclosing herewith YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE.IF YOU DO NOT a Notice of a Praecipe for Entry of Default Judgment.According to the records as they are found in the HAVE A LAWYER,GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS Office of the Prothonotary of Cumberland County,you have not died responsive pleadings to the OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. Complaint filed against you to the above term and number,nor has any attorney entered an appearance IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO on your behalf. PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Accordingly,we are forwarding to you the enclosed Notice which indicates that if you do not take action as set forth in this Notice,we,at the expiration of time indicated therein,will request the Office ............................................_.........................................................................................................................................-......................-.--- of the Prothonotary of Cumberland County to enter Judgment against you in the amount as set forth in USTED ESTA EN REBELDIA PORQUE HA FALLADO DE REGISTRAR said Complaint. COMPARENCENCIA ESCRITA POR SI MISMO 0 A TRAVES DE UN ABOGADO Y SOMETER P CON LA CORTE SUS DEFENSAS U OBJECCIONES A LOS CARGOS QUE SE HAN Very truly yours, PRESENTADO CONTRA US 1'ELt. A MENOS QUE USTED ACTUE DENTRO DE DIEZ DIAS DE KODAK LAW OFFICES,P.C. HABER RECIBIDO ESTE AVISO,LA CORTE PUEDE TOMAR UNA DECISION EN CONTRA SUYA SIN TENER DERECHOS A UNA VISTA Y USTED PUEDE PERDER SU PROPIEDAD U OTROS DERECHOS IMPORTANTES. aL,d,).5C-a, USTED DEBE LLEVAR ESTA DOCUMENTO A SU ABOGADO INMEDIATEMENTE. ROBERT D.KODAK,ESQUIRE SI USTED NO TIENE UN ABOGADO,LLAME 0 VAYA A LA SIGUIENPE OFICINA. ESTA rkodak®kadaklaw.com OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. RDK/rzf Enclosures SI US 1I:U NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO,ES POSIBLE HIS IS AN ATTEMPT TO COLLECT A DEBT. • INFORMATIO OBTAINED WILL BE QUE ETA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE USED FOR THAT PURPOSE. THIS COMMUNI ATION I FR•MADE:T COLLECTOR. OFREZCAN SERVICIOS LEGALES SIN CARGO 0 BAJO COSTO A PERSONAS-QUE S I CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION c MARK E CHAMBERLAIN PRESIDENT TWO LIBERTY AVENUE ADAMS CHASE AND EMERSON CARLISLE PA 17013 717-249-3166 POST OFFICE BOX 9 x,.110.Er,,,,,b9 SO WEYMOUTH MA 02190 56131 KODAK LAW OFFICES,P.C. CAMERON MANSION Telephone Robert D.Kodak 407 NORTH FRONT STREET 717.238,7159 x101 Jeffrey L.Troutman THIRD FLOOR Facsimile HARRISBURG,PA 17101 717.238.7158 Lodgenet Interactive Corporation Ike `IN THE COURT OF COMMON PLEAS OF Lodgenet Entertainment i CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff December 17,2013 h\r� [l�/j v NO. 2013-6410 :_. "�, V Lexington Hotel Investments Inc and LEXINGTON HOTEL GROUP LP Lexington Hotel Group LP;and Eric J. CIVIL ACTION-LAW 808 MICHIGAN AVENUE DesRosiers as Personal Guarantor LEMOYNE PA 17043 '`! a^ )' '„a Defendant(s) S�'," y'_ ,, 1 IMPORTANT NOTICE/AVISO IMPORTANTE RE: Lodgenet Interactive Corp,et al TO/A: Lexington Hotel Group LP Defendant(s)/Defendido(s) VS: Lexington Hotel Investments,Inc.,et al DATE OF NOTICE/FECHA DEL AVISO: December 17,2013 No. 2013-6410,Court of Common Pleas,Cumberland County,PA YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN Our File No. 38971 APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU.UNI.P S Greetings: YOU ACT WITHIN TEN BAYS FROM THE DATE OF THIS NOTICE,A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. In accordance with Pennsylvania Rules of Civil Procedure 237.1(a)(2),we are enclosing herewith YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT a Notice of a Praecipe for Entry of Default Judgment.According to the records as they are found in the HAVE A LAWYER,GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW.THIS Office of the Prothonotary of Cumberland County,you have not filed responsive pleadings to the OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. Complaint filed against you to the above term and number,nor has any attorney entered an appearance on your behalf. IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Accordingly,we are forwarding to you the enclosed Notice which indicates that if you do not take action as set forth in this Notice,we,at the expiration of time indicated therein,will request the Office ..............................................._.................................................._..........................................................................._........................................................... of the Prothonotary of Cumberland County to enter Judgment against you in the amount as set forth in LISTED SETA EN REBELDIA PORQUE HA FALLADO DE REGISTRAR said Complaint. COMPARENCENCIA ESCRITA POR SI MISMO 0 A TRAVES DE UN ABOGADO Y SOMETER CON LA CORTE SUS DEFENSAS U OBJECCIONES A LOS CARGOS QUE SE HAN Very truly yours, PRESENTADO CONTRA USTED. A MENOS QUE USTED ACTUE DENTRO DE DIEZ DIAS DE KODAK LAW OFFICES,P.C. HABER RECIBIDO ESTE AVISO,LA CORTE PUEDE TOMAR UNA DECISION EN CONTRA SUYA SIN TENER DERECHOS A UNA VISTA Y USTED PUEDE PERDER SU PROPIEDAD U OTROS DERECHCH IMPORTANTES. JZoBenf @'5COd9P` USTED DEBE LLEVAR ESTA DOCUMENTO A SU ABOGADO INMEDIATEMENTE. ROBERT D. KODAK,ESQUIRE SI LISTED NO TIENE UN ABOGADO,LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTA rkodak®kodaklaw.com OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR TIN RDK/rzf ABOGADO. Enclosures SI LISTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO,ES POSIBLE THIS IS AN ATTEMPT TO COLLECT A DEBT.ANY INFORMATION OBTAINED WILL BE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE USED FOR THAT PURPOSE.THIS COMMUNICATION IS FROM A DEBT COLLECTOR, OFREZCAN LEGALES SIN CARGO 0 BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION c MARK E CHAMBERLAIN PRESIDENT TWO LIBERTY AVENUE ADAMS CHASE AND EMERSON CARLISLE PA 17013 POST OFFICE BOX 9 Olt ll� R. -1-P 717-249-3166 SO WEYMOUTH MA 02190 56131 KODAK LAW OFFICES,P.C. CAMERON MANSION Telephone Robert D.Kodak 407 NORTH FRONT STREET 717.238.7159 x101 Jeffrey L.Troutman THIRD FLOOR Facsimile HARRISBURG,PA 17101 , '' 717(23& V/ Lodgenet Interactive Corporation fka IN THE COURT OF COMMON PLEAS OF Lodgenet Entertainment CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff December 17,2013 v NO. 2013-6410 Lexington Hotel Investments Inc and ERIC J DESROSIERS Lexington Hotel Group LP;and Eric J. CIVIL ACTION-LAW DesRosiers as Personal Guarantor 808 MICHIGAN AVENUE Defendant(s) LEMOYNE PA 17043 IMPORTANT NOTICE/AVISO IMPORTANTE TO/A: Eric J.DesRosiers Defendant(s)/Defendido(s) RE: Lodgenet Interactive Corp,et a1 DATE OF NOTICE/FECHA DEL AVISO: December 17,2013 VS: Lexington Hotel Investments,Inc.,et al No. 2013-6410,Court of Common Pleas,Cumberland County,PA YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN Our File No. 38971 APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU.UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE,A JUDGMENT MAY BE Greetings: ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. In accordance with Pennsylvania Rules of Civil Procedure 237.1(a)(2),we are enclosing herewith YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE.IF YOU DO NOT a Notice of a Praecipe for Entry of Default Judgment According to the records as they are found in the HAVE A LAWYER,GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW.THIS Office of the Prothonotary of Cumberland County,you have not filed responsive pleadings to the OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. Complaint filed against you to the above term and number,nor has any attorney entered an appearance IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO on your behalf. PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Accordingly,we are forwarding to you the enclosed Notice which indicates that if you do not take action as set forth in this Notice,we,at the expiration of time indicated therein,will request the Office ......""......................................................... ......................................................................................._....................................................... USTED ESTA EN REBELDIA TORQUE HA FALLADO DE REGISTRAR of the Prothonotary of Cumberland County to enter Judgment against you in the amount as set forth in COMPARENCENCIA ESCRITA PO R SI MISMO 0 A TRAVES DE UN ABOGADO Y SOMETER said Complaint CON LA CORTE SUS DEFENSAS U OBJECCIONES A LOS CARGOS QUE SE HAN Very truly yours, PRESENTADO CONTRA USTED. A ME■OS QUE USTED ACTUE DENTRO DE DIEZ DIAS DE KODAK LAW OFFICES,P.C. HABER RECIBIDO ESTE AVISO,LA CORTE PUEDE TOMAR UNA DECISION EN CONTRA SUYA SIN TENER DERECHOS A UNA VISTA Y US 1ED PUEDE PERDER SU PROPIEDAD U OTROS DERECHOS IMPORTANTES. �JZaBe t�. USTED DEBE LLEVAR ESTA DOCUMENTO A SU ABOGADO INMEDIATEMENTE. ROBERT D. KODAK,ESQUIRE Si USTED NO TIENE UN ABOGADO,LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN rkadak®kodaklaw.com ABOGADO. RDK/rzf Enclosures USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO,ES POSIBLE Enclosures QUE ESTA OFICINA LE PUEDA PRO VEER INFORMACION SOBRE AGENCIAS QUE THIS IS AN ATTE TO C e LLECT A DEBT. ANY INFORMA IO OBTAINED WILL BE OFREZCAN SERVICIOS LEGALFS SIN CARGO 0 BAJO COSTO A PERSONAS QUE USED FOR THAT PURPOSE THIS COMMUNICATION IS FROM A DEBT COLLECTOR. CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION c MARK E CHAMBERLAIN PRESIDENT - TWO LIBERTY AVENUE ADAMS CHASE AND EMERSON CA� 17013 717-249 3166 POST OFFICE BOX 9 V(c`¢ J SO WEYMOUTH MA 02190 56131 DEFAULT JUDGMENT CALCS )ate Prepared: 1/3/2014 :l File# 38971 lmount claimed In complaint $ 25,926.72 my fees claimed In cmp $ 5,184.34 .ess pre-complaint payments,direct pays,etc(If any) $ - Total amount of the Complaint $ 31,111.06 Interest at the rate of 6.00%_ $1,866.66 annual Per Olen(Rate of Interest(/365) $ 5.11 per diem Interest from 4/1/2013 to 1/3/2014 277 days $ 1,415.47 ESS PAYMENTS REC'D TO DATE I-OTAL BALANCE DUE FOR(DEFAULT)JUDGMENT $ 32,526.53 'LUS POST-1DMT INTEREST TBD 'WS COURT COSTS TBD \USERUDMTS\1 off ldmt oaks and instructions 7 913 Lodgenet Interactive Corporation fka IN THE COURT OF COMMON PLEAS OF Lodgenet Entertainment CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v NO. 2013 - 6410 CIVIL TERM Lexington Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric J. CIVIL ACTION - LAW DesRosiers as Personal Guarantor Defendant(s) TO/A: Lexington Hotel Investments, Inc and Defendant(s) / Defendido/a, Defendidos/as Lexington Hotel Group, LP; and Eric J. DesRosiers as Personal Guarantor You are hereby notified that on CA,Y\ . , 20 I`7, the following Judgment has been entered against you in the above-captioned case. Por este medio se le esta notificando que el del 20 el/la siguiente(Fallo) ha sido anotado en contra suya en el caso me onad e grafe. Date: Fecha : Lt 14 Prothonotary / Protonotario Judgment entered in the amount of $ 32,526.53 I hereby certify that the name and address of the proper person(s) to receive this notice is: Lexington Hotel Investments, Inc Lexington Hotel Group, LP Eric J. DesRosiers 808 Michigan Avenue Lemoyne PA 17043 Attorney for Plaintiff Abogado del Demandante PRAECIPE FOR WRIT OF EXECUTION - (MONEY JUDGMENTS) P.R.C.P. 3101 to 3149 Lodgenet Interactive Corporation fka Lodgenet Entertainment Plaintiff VS Lexington Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric J. DesRosiers as Personal Guarantor 808 Michigan Avenue Lemoyne PA17043 DEFENDANT(S) IN THE COURT OF COMMON PLEAS OF Cumberland COUNTY, PENNSYLVANIA Writ No. Term 20 No. 2013-6410 Amount Due 1/6/14 jdmt $ 32,526.53 Interest from jdmt to 3/28/14 $5.35 per diem $ 433.09 Atty's Commission 5% statutory rate $ 1,626.33 Costs (to be determined) TO THE PROTHONOTARY OF SAID COURT: ISSUE WRIT OF EXECUTION IN THE ABOVE MA (1) (2) Directed to the Sheriff of CUMBERLAND against (3) and against CD s County, Pennsylvania N.) Lexingtion,Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric 4:-,MsRasiersTas----. Fersollal Uuarantor (4) and index this writ (a) against (b) against D'efen a!it(s); Garnishee(s); Lexington,Hotel Investments, Inc and Lexington Hotel Group, LP; and Eric J. DesRosiers as Fersonal Cluarantor Defendant(s) and Garnishee(s), as a lis pendens against the real property of the defendant(s) in the name of the Garnishee(s) as follows: (Specifically describe property and note any specific direction to Sheriff) Furnish 4 copies for real estate levy): LEVY UPON ALL PERSONAL PROPERTY OF THE ABOVE-LISTED DEFENDANT(S) AT THE ABOVE ADDRESS IN CUMBERLAND COUNTY, INCLUDING BUT NOT LIMITED TO FURNITURE, JEWELRY, ELECTRONICS, SUPPLIES, ETC., (5) Exemption has (not) been waived. a 8 ch.is CPS )t:) --/S 1# S ° " " Datedt..1(6 SO pat a ey Troutman, Esquire Robert D. Kodak, Esquire 407 N. Front - 3rd Floor Harrisburg, PA 17101 (717) 238-7159 Li- Attorneys For Plaintiff(s) CLIfic)an 7:LWfl V)• (I- n � 0 j m o a r -t X NOTE Under paragraph (1) when the writ is directed 10 the sheriff of another county as authorized by Rule 3103(b), the county should be indicated. Under Rule 3103(c) a writ issued on a transferred judgment may be directed only to the sheriff of the county in which issued. Paragraph (3) (above should be completed only in a named garnishee is to be included in the writ). Paragraph (4)(a) should be completed only if indexing of the executions in the county of issurance, is desired as authorized by Rule 3104(a). When the writ issues to another county indexing is required as of course in that county by the prothonotary. See Rule 3104(b). Paragraph (4)(b) should be completed only if real property in the name of the garnishee is attached and indexing as a lis pendens is dtsired. See Rule 3104(c). THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PA DAVID D. BUELL, PROTHONOTARY One Courthouse Square • Suite100 • Carlisle, PA • 17013 (717) 240 -6195 www.cepa.net LODGENET INTERACTIVE CORPORATION FKA LODGENET ENTERTAINMENT Vs. NO 13 -6410 Civil Term CIVIL ACTION — LAW LEXINGTON HOTEL INVESTMENTS, INC. AND LEXINGTON HOTEL GROUP, LP; AND ERIC J. DESROSIERS AS PERSONAL GUARANTOR WRIT OF EXECUTION (Pa R.C.P. 3252) TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the judgment, interest and costs against LEXINGTON HOTEL INVESTMENTS, INC. AND LEXINGTON HOTEL GROUP, LP; AND ERIC J. DESROSIERS AS PERSONAL GUARANTOR, 808 MICHIGAN AVENUE, LEMOYNE, PA 17043 Defendant (s) (1) you are directed to levy upon the property of the defendant (s) and to sell the defendant (s) interest therein; LEVY UPON ALL PERSONAL PROPERTY OF THE ABOVE - LISTED DEFENDANT(S) AT THE ABOVE ADDRESS IN CUMBERLAND COUNTY, INCLUDING BUT NOT LIMITED TO FURNITURE, JEWELRY, ELECTRONICS, SUPPLIES, ETC. (2) you are also directed to attach the property of the defendant (s) not levied upon in the possession of GARNISHEE(S), as garnishee, (Specifically describe property) and to notify the garnishee that (a) an attachment has been issued; (b) except as provided in paragraph (c), the garnishee is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (c) the attachment shall not include (i) the first $10,000 of each account of the defendant (s) with a bank or other financial institution containing any funds which are deposited electronically on a recurring basis and are identified as being funds that upon deposit are exempt from execution, levy or attachment under Pennsylvania or federal law. (ii) each account of the defendant (s) with a bank or other financial institution in which funds on deposit exceed $10,000.00 at any time if all funds are deposited electronically on a recurring basis and are identified as being funds that upon deposit are exempt from execution, levy or attachment under Pennsylvania or federal law. 1 (iii) any funds in an account of the defendant (s) with a bank or other financial institution that total $300 or less. If multiple accounts are attached, a total of $300 in all accounts shall not be subject to levy and attachment as determined by the executing officer. The funds shall be set aside pursuant to the defendant (s) general exemption provided in 42 Pa.C.S. § 8123. (3) if property of the defendant (s) not levied upon and subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify such other person that he or she has been added as a garnishee and is enjoined as above stated. Amount Due $32,526.53 Plaintiff Paid Interest FROM JUDGMENT TO 3/28/14 $5.35 PER DIEM - $433.09 Law Library $.50 Attorney's Comm. 5 % STATUTORY RATE - $1,626.33 Due Prothonotary $2.25 Attorney Paid $246.50 Other Costs Date: 4/2/14 David D. Buell, Prothonotary Deputy REQUESTING PARTY: Name : JEFFREY L. TROUTMAN, ESQUIRE Address: KODAK LAW OFFICES, P.C. 407 NORTH FRONT STREET 3RD FLOOR HARRISBURG, PA 17108 Attorney for: PLAINTIFF Telephone: 717- 238 -7159 Supreme Court ID No. MAJOR EXEMPTIONS UNDER PENNSYLVANIA AND FEDERAL LAW 1. $300 statutory exemption 2. Bibles, school books, sewing machines, uniforms and equipment 3. Most wages and unemployment compensation 4. Social Security benefits 5. Certain retirement funds and accounts 6. Certain veteran and armed forces benefits 7. Certain insurance proceeds 8. Such other exemptions as may be provided by law 2 Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY OFFICE OF THE SKERIFF FILED -OFFICE OF THE PROTHONOTARY 2014 MAY -5 P11 2: I CUMBERLAND CDLIN i Y, PENNSYLVANIA Lodgenet Interactive Corporation f/k/a Lodgenet Entertainment vs. Lexington Hotel Investments, Inc. (et al.) Case Number 2013-6410 SHERIFF'S RETURN OF SERVICE 05/05/2014 Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that this writ of execution is returned STAYED. Despite numerous attempts, defendant Eric Desrosiers moved out prior to the writ being served. It is believed the defendant moved to Florida. Per USPS, mail is still delivered to this address. SHERIFF COST: $86.00 SO ANSWERS, May 05, 2014 (c) CountySuite Sheritt Teiaosoft, inc. RONR ANDERSON, SHERIFF �d . . so L.e-,'d' di* 96, ,9 A' 3C)Sy3/