Exhibit 10.1
[Execution]
AMENDMENT NO. 1 TO LOAN AND
SECURITY AGREEMENT
AMENDMENT NO. 1 TO
LOAN AND SECURITY AGREEMENT (this “Amendment”), dated
as of June 30, 2008, by and among TravelCenters of America
LLC, a Delaware limited liability company,
(“TravelCenters”), TA Leasing LLC, a Delaware limited
liability company (“TA Leasing”), TA Operating LLC, a
Delaware limited liability company (“TA Operating”, and
together with TravelCenters, TA Leasing, each individually an
“Existing Borrower” and collectively, “Existing
Borrowers”), Petro Stopping Centers, L.P., a Delaware limited
partnership (“Petro” and, together with Existing
Borrowers, each, individually a “Borrower” and
collectively, “Borrowers”), TravelCenters of America
Holding Company LLC, a Delaware limited liability Company
(“Holding”), Petro Distributing Inc., a Delaware
corporation (“Petro Distributing”), Petro Financial
Corporation, a Delaware corporation (“Petro
Financial”), Petro Holdings Financial Corporation, a Delaware
corporation (“Petro Holdings”), TCA PSC GP LLC, a
Delaware limited liability company (“TCA” and together
with Holding, Petro Distributing, Petro Financial, Petro Holdings,
each individually a “Guarantor” and collectively,
“Guarantors”), the parties hereto from time to time as
lenders, whether by execution of this Agreement or an Assignment
and Acceptance (each individually, a “Lender” and
collectively, “Lenders”) and Wachovia Capital Finance
Corporation (Central), an Illinois corporation, in its capacity as
agent for Lenders (in such capacity,
“Agent”).
W I T N
E S S E T H:
WHEREAS, Agent,
Lenders, Borrowers and Guarantors have entered into financing
arrangements pursuant to which Agent and Lenders have made and may
make loans and advances and has provided and may provide other
financial accommodations to Borrowers as set forth in the Loan and
Security Agreement, dated November 19, 2007, by and among
Agent, Lenders, Borrowers and Guarantors (as the same may hereafter
be further amended, modified, supplemented, extended, renewed,
restated or replaced, the “Loan Agreement”), and the
other agreements, documents and instruments referred to therein or
at any time executed and/or delivered in connection therewith or
related thereto (all of the foregoing, together with the Loan
Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced,
being collectively referred to herein as the “Financing
Agreements”);
WHEREAS, Borrowers
have requested that Agent and Lenders agree to make certain
amendments to the Loan Agreement, and Agent and Lenders are willing
to agree to such amendments, subject to the terms and conditions
contained herein; and
WHEREAS, by this
Amendment, Borrowers, Agent and Lenders desire and intend to
evidence such consent and amendments;
NOW THEREFORE, in
consideration of the foregoing, and the respective agreements and
covenants contained herein, the parties hereto agree as
follows:
1.
Amendment to Definition .
(a)
Information Certificate . All references to the term
“Information Certificate” in the Loan Agreement or any
of the other Financing Agreements shall be deemed and each such
reference is hereby amended to mean the updated Information
Certificate of Borrowers and Guarantors delivered pursuant to
Section 6(f) of this Amendment.
(b)
Interpretation . For purposes of this Amendment,
unless otherwise defined herein, capitalized terms used herein
which are defined in the Loan Agreement shall have the meanings
given to such terms in the Loan Agreement.
2.
Amendments .
(a)
The introductory paragraph of the Loan Agreement is hereby amended
by deleting such introductory paragraph in its entirety and
replacing it with the following:
“This Loan and Security Agreement dated November 19,
2007 is entered into by and among TravelCenters of America LLC, a
Delaware limited liability company, (“TravelCenters” or
“Parent”), TA Leasing LLC, a Delaware limited liability
company (“TA Leasing”), TA Operating LLC, a Delaware
limited liability company (“TA Operating”), Petro
Stopping Centers, L.P., a Delaware limited partnership
(“Petro” and together with TravelCenters, TA Leasing,
TA Operating and each other Person that becomes a
“Borrower” after the date hereof in accordance with
Section 9.21 hereof, each individually a
“Borrower” and collectively, “Borrowers”),
TravelCenters of America Holding Company LLC, a Delaware limited
liability Company (“Holding”), Petro Distributing Inc.,
a Delaware corporation (“Petro Distributing”), Petro
Financial Corporation, a Delaware corporation (“Petro
Financial”), Petro Holdings Financial Corporation, a Delaware
corporation (“Petro Holdings”), TCA PSC GP LLC, a
Delaware limited liability company (“TCA” and together
with Holding, Petro Distributing, Petro Financial, Petro Holdings
and each other Person that becomes a “Guarantor” after
the date hereof in accordance with Section 9.21 hereof, each
individually a “Guarantor” and collectively,
“Guarantors”), the parties hereto from time to time as
lenders, whether by execution of this Agreement or an Assignment
and Acceptance (each individually, a “Lender” and
collectively, “Lenders”) and Wachovia Capital Finance
Corporation (Central), an Illinois corporation, in its capacity as
agent for Lenders (in such capacity, “Agent”).
(b)
Each reference to the term “Borrower” or
“Borrowers” in the Loan Agreement or any of the other
Financing Agreements is hereby amended to include, in addition and
not in limitation, Petro. Notwithstanding anything to the
contrary contained in the Loan Agreement or any of the other
Financing Agreements, (i) in no event will the Inventory,
Accounts or Credit Card Receivables of Petro be included in the
Borrowing Base until Agent shall have completed a field examination
with respect to the Inventory, Accounts and Credit Card Receivables
of Petro in accordance with Agent’s customary procedures and
practices and as otherwise required by the nature and circumstances
of the business and assets of Petro, the
scope and
results of which shall be reasonably satisfactory to Agent and any
Inventory, Accounts or Credit Card Receivables of Petro shall only
be Eligible Inventory, Eligible Accounts or Eligible Credit Card
Receivables to the extent that Agent has so completed such field
examination with respect thereto and the criteria for Eligible
Inventory, Eligible Accounts and Eligible Credit Card Receivables,
as applicable, set forth in the Loan Agreement are satisfied with
respect thereto in accordance with the Loan Agreement, (ii) in
no event will the Inventory of Petro be included in the Borrowing
Base until the Inventory of Petro is subject to an appraisal that
satisfies the requirements of Sections 7.3(d) of the Loan
Agreement, and (iii) in no event will the Equipment or Real
Property of Petro be included in the Borrowing Base until the
Equipment Availability Conditions and the Real Property
Availability Conditions, as applicable, have been satisfied
and the criteria for Eligible Equipment and Eligible Real Property,
as applicable, set forth in the Loan Agreement are satisfied with
respect thereto in accordance with the Loan Agreement.
(c)
Each reference to the term “Guarantor” or
“Guarantors” in the Loan Agreement or any of the other
Financing Agreements is hereby amended to exclude Petro.
3.
Grant of Security Interest . Without limiting the
provisions of Section 5 of the Loan Agreement, to secure
payment and performance of all Obligations, each of the Petro
Companies hereby reaffirms, ratifies and grants to Agent, for
itself and the benefit of Secured Parties, as security, all
personal property, and interests in personal property, of each of
the Petro Companies, whether now owned or hereafter acquired or
existing, and wherever located (together with all other collateral
security for the Obligations at any time granted to or held or
acquired by Agent or any Lender, but subject to the exclusions
contained in the last paragraph of this Section, collectively, the
“Collateral”), including:
(a)
all Accounts;
(b)
all general intangibles, including, without limitation, all
Intellectual Property;
(c)
all goods, including, without limitation, Inventory and
Equipment;
(d)
all chattel paper, including, without limitation, all tangible and
electronic chattel paper;
(e)
all instruments, including, without limitation, all promissory
notes;
(f)
all documents;
(g)
all deposit accounts;
(h)
all letters of credit, banker’s acceptances and similar
instruments and including all letter-of-credit rights;
(i)
all supporting obligations and all present and future liens,
security interests, rights, remedies, title and interest in, to and
in respect of Receivables and other Collateral, including
(i) rights and remedies under or relating to guaranties,
contracts of
suretyship,
letters of credit and credit and other insurance related to the
Collateral, (ii) rights of stoppage in transit, replevin,
repossession, reclamation and other rights and remedies of an
unpaid vendor, lienor or secured party, (iii) goods described
in invoices, documents, contracts or instruments with respect to,
or otherwise representing or evidencing, Receivables or other
Collateral, including returned, repossessed and reclaimed goods,
and (iv) deposits by and property of account debtors or other
persons securing the obligations of account debtors;
(j)
all (i) investment property (including securities, whether
certificated or uncertificated, securities accounts, security
entitlements, commodity contracts or commodity accounts) and
(ii) monies, credit balances, deposits and other property of
any of the Petro Companies now or hereafter held or received by or
in transit to Agent, any Lender or its Affiliates or at any other
depository or other institution from or for the account of any of
the Petro Companies, whether for safekeeping, pledge, custody,
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