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AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

Security Agreement

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT | Document Parties: TRAVELCENTERS OF AMERICA LLC | America Holding Company LLC | Associate Director, Banking Products Services | BANK OF AMERICA, N.A. | NATIONAL CITY BUSINESS CREDIT, INC | Petro Distributing Inc | Petro Financial Corporation | Petro Holdings Financial Corporation | Petro Stopping Centers, LP | ROYAL BANK OF CANADA | TA Leasing LLC | TA Operating LLC | TCA PSC GP LLC | UBS LOAN FINANCE LLC | US BANK NATIONAL ASSOCIATION | Wachovia Capital Finance Corporation You are currently viewing:
This Security Agreement involves

TRAVELCENTERS OF AMERICA LLC | America Holding Company LLC | Associate Director, Banking Products Services | BANK OF AMERICA, N.A. | NATIONAL CITY BUSINESS CREDIT, INC | Petro Distributing Inc | Petro Financial Corporation | Petro Holdings Financial Corporation | Petro Stopping Centers, LP | ROYAL BANK OF CANADA | TA Leasing LLC | TA Operating LLC | TCA PSC GP LLC | UBS LOAN FINANCE LLC | US BANK NATIONAL ASSOCIATION | Wachovia Capital Finance Corporation

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Title: AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Governing Law: New York     Date: 7/11/2008
Industry: Retail (Specialty)     Sector: Services

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, Parties: travelcenters of america llc , america holding company llc , associate director  banking products services , bank of america  n.a. , national city business credit  inc , petro distributing inc , petro financial corporation , petro holdings financial corporation , petro stopping centers  lp , royal bank of canada , ta leasing llc , ta operating llc , tca psc gp llc , ubs loan finance llc , us bank national association , wachovia capital finance corporation
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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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