EXHIBIT 10.12 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT dated as of March 30, 2006, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware...Employment Agreement • December 12th, 2006 • Travelcenters of America LLC
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 12th, 2006 • Travelcenters of America LLC • Delaware
EXHIBIT 10.7 Amendment No. 2 to Operating Agreement THIS AMENDMENT NO. 2 TO OPERATING AGREEMENT ("Amendment") is made and effective as of April 15, 2003, by and among TA Operating Corporation, a Delaware Corporation ("TA Operating"), TA Franchise...Operating Agreement • December 12th, 2006 • Travelcenters of America LLC
AS LANDLORD, ANDLease Agreement • January 12th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
EXHIBIT 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2005, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware corporation ("Holdings") and Joseph A. Szima...Employment Agreement • December 12th, 2006 • Travelcenters of America LLC • Ohio
EXHIBIT 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2000, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware corporation ("Holdings") and James W. George...Employment Agreement • December 12th, 2006 • Travelcenters of America LLC • Ohio
EXHIBIT 10.9 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2000, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware corporation ("Holdings") and Timothy L. Doane...Employment Agreement • December 12th, 2006 • Travelcenters of America LLC • Ohio
EXHIBIT 10.16Employment Agreement • December 12th, 2006 • Travelcenters of America LLC • Ohio
AS LANDLORD, ANDLease Agreement • January 26th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
EXHIBIT 10.14 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated as of May 26, 2000, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware...Employment Agreement • December 12th, 2006 • Travelcenters of America LLC
TRAVELCENTERS OF AMERICA LLC 4,000,000 Shares Common Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • New York
TRAVELCENTERS OF AMERICA INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2020 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [_______________ ____, 20___] (the “Effective Date”), by and between TravelCenters of America Inc., a Maryland corporation (the “Company”), and [____________________] (“Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among TRAVELCENTERS OF AMERICA LLC TA LEASING LLC TA OPERATING LLC, as Borrowers TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC PETRO FRANCHISE SYSTEMS LLC TA FRANCHISE SYSTEMS LLC TA OPERATING...Loan and Security Agreement • October 28th, 2011 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • New York
This Amended and Restated Loan and Security Agreement, dated October 25, 2011 (this “Agreement”), is entered into by and among TravelCenters of America LLC, a Delaware limited liability company (“Parent”), TA Leasing LLC, a Delaware limited liability company (“TA Leasing”), TA Operating LLC, a Delaware limited liability company (“TA Operating,” and together with Parent, TA Leasing 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 Franchise Systems LLC, a Delaware limited liability company (“Petro Franchise”), TA Franchise Systems LLC, a Delaware limited liability company (“TA Franchise”), TA Operating Nevada LLC, a Nevada limited liability company (“TA Nevada”), TA Operating Texas LLC, a Texas limited liability company (“TA Texas” and together with Holding, Petro F
SECOND AMENDED AND RESTATED LEASE AGREEMENT NO. 2, dated as of October 14, 2019, by and between HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC, AS LANDLORD, AND TA OPERATING LLC, AS TENANTLease Agreement • November 5th, 2019 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • Maryland
THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT NO. 2 is entered into as of October 14, 2019 (the “Effective Date”), by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company (“Tenant”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, COMMONWEALTH REIT, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC, REIT MANAGEMENT &...Shareholders Agreement • August 7th, 2012 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Indiana
This Amended and Restated Shareholders Agreement (this “Agreement”), dated May 21, 2012, by and among Affiliates Insurance Company, an Indiana insurance corporation (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), CommonWealth REIT, a Maryland real estate investment trust (“CWH”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), Reit Management & Research LLC, a Delaware limited liability company (“RMR”), and Government Properties Income Trust, a Maryland real estate investment trust (“GOV”, and together with FVE, HPT, CWH, SNH, TA and RMR, the “Current Shareholders”), and Select Income REIT, a Maryland real estate investment trust (“SIR”, and together with the Current Shareholders, the “Shareholders”), amends and restates the Amended and Restated Shareholders Agreement (t
GUARANTY AGREEMENTGuaranty Agreement • June 4th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
THIS GUARANTY AGREEMENT (this “Agreement”) is made and given as of May 30, 2007 by TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the “Guarantor”), for the benefit of HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust and HPT PSC PROPERTIES LLC, a Maryland limited liability company (collectively, the “Landlord”).
TRAVELCENTERS OF AMERICA LLC RESTRICTED SHARE AGREEMENTRestricted Share Agreement • June 6th, 2014 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
This Restricted Share Agreement (this “Agreement”) is made as of , , between (the “Recipient”) and TravelCenters of America LLC (the “Company”).
TRAVELCENTERS OF AMERICA LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT As Amended June 15, 2007 and November 9, 2009 and January 25, 2010 and May 13, 2010 and February 21, 2013 and May 20, 2013 and September 7, 2016Limited Liability Company Agreement • November 8th, 2016 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Delaware
This Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, a Delaware limited liability company (the “Company”), dated as of January 31, 2007, is entered into by and among Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), together with any other Persons who hereafter become Shareholders in TravelCenters of America LLC or parties hereto as provided herein. This Agreement amends and restates in its entirety the Limited Liability Company Agreement of TravelCenters of America LLC, dated October 10, 2006 (as amended from time to time, the “Original LLC Agreement”). HPT was the original holder of the limited liability company interests of the Company; subsequent transfers of such interests were made, but at the time of the execution hereof HPT is the owner of all of the outstanding limited liability company interests of the Company and, as of the date of the execution of this Agreement, is the sole member of the Company. In con
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2011 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] (the “Effective Date”), by and between TravelCenters of America LLC, a Delaware limited liability company (the “Company”), and [ ] (“Indemnitee”).
Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of _________, 2007 by TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC, each a Delaware limited liability...Guaranty Agreement • January 26th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
ContractUnderwriting Agreement • October 5th, 2015 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • New York
any. The aforesaid $100,000,000 aggregate principal amount of 2030 Notes (the “Initial Notes”) to be purchased by the Underwriters and all or any amount of the $15,000,000 aggregate principal amount of 2030 Notes subject to the option described in Section 2(b) hereof (the “Option Notes”), are hereinafter called, collectively, the “Notes.” The Notes are to be issued pursuant to an indenture dated January 15, 2013 and a supplemental indenture, dated as of October 5, 2015 (together, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”), in denominations and integral multiples of $25.00.
AGREEMENT AND PLAN OF MERGER dated as of February 15, 2023 among TRAVELCENTERS OF AMERICA INC., BP PRODUCTS NORTH AMERICA INC., and BLUESTAR RTM INC.Merger Agreement • February 16th, 2023 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • Maryland
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 15, 2023 among TravelCenters of America Inc., a Maryland corporation (the “Company”), BP Products North America Inc., a Maryland corporation (“Parent”), and Bluestar RTM Inc., a Maryland corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).
GUARANTY AGREEMENTGuaranty Agreement • June 15th, 2015 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
THIS GUARANTY AGREEMENT (this “Agreement”) is made and given as of June 9, 2015 by TravelCenters of America LLC and TravelCenters of America Holding Company LLC, each a Delaware limited liability company (each a “Guarantor” and collectively, the “Guarantors”), for the benefit of HPT TA Properties Trust, a Maryland real estate investment trust, and HPT TA Properties LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the “Landlord”).
6,500,000 Common Shares TRAVELCENTERS OF AMERICA LLC (a Delaware limited liability company) Common Shares no par value UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2013 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • New York
TravelCenters of America LLC, a Delaware limited liability company (the “Company”), confirms its agreement with Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC are acting as representatives (in such capacity, hereinafter referred to as the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares, no par value (the “Common Shares”), of the Company set forth in Schedule A, at a purchase price of $8.695 per Common Share (provided, however, that the purchase price per Common Share of any Common Shares resold by the Underwriters to Hospitality Properties
EXHIBIT 10.1 TRANSACTION AGREEMENTTransaction Agreement • January 26th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, HRPT PROPERTIES TRUST, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC and REIT MANAGEMENT & RESEARCH LLC...Shareholder Agreement • March 2nd, 2009 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Indiana
This Shareholders Agreement (this “Agreement”), dated February 27, 2009, by and among Affiliates Insurance Company, a company being formed and licensed as an insurance company in the State of Indiana (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), HRPT Properties Trust, a Maryland real estate investment trust (“HRP”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), and Reit Management & Research LLC, a Delaware limited liability company (“RMR”, and together with FVE, HPT, HRP, SNH and TA, the “Shareholders”).
AMENDED AND RESTATED BUSINESS MANAGEMENT AND SHARED SERVICES AGREEMENTBusiness Management and Shared Services Agreement • December 6th, 2012 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AND SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2012, by and between TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the “Company”), and REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company (“RMR”).
CREDIT AGREEMENTCredit Agreement • December 16th, 2020 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • New York
CREDIT AGREEMENT, dated as of December 14, 2020 (this “Agreement”), among TRAVELCENTERS OF AMERICA INC., a Maryland corporation (together with its permitted successors and assigns, the “Borrower”), the LENDERS party hereto from time to time, CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and DELAWARE TRUST COMPANY, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
December 13, 2019Retirement Agreement • December 16th, 2019 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • Massachusetts
You, TravelCenters of America Inc. (“TA”) and The RMR Group LLC (“RMR”) are entering into this letter agreement (this “Agreement”) to confirm the terms and conditions of your retirement from TA and RMR on June 30, 2020 (the “Retirement Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2008 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Delaware
This Registration Rights Agreement (this “Agreement”) made August 11, 2008, between TravelCenters of America LLC (the “Company”) and Hospitality Properties Trust (the “Shareholder”).
LEASE AGREEMENT, dated as of May 30, 2007, by and among HPT PSC PROPERTIES TRUST and HPT PSC PROPERTIES LLC AS LANDLORD, ANDLease Agreement • June 4th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Maryland
THIS LEASE AGREEMENT is entered into as of May 30, 2007, by and among HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust, and HPT PSC PROPERTIES LLC, a Maryland limited liability company (collectively, jointly and severally, “Landlord”), and PETRO STOPPING CENTERS, L.P., a Delaware limited partnership (“Tenant”).
EXHIBIT 10.2 MANAGEMENT AND SHARED SERVICES AGREEMENT THIS MANAGEMENT AND SHARED SERVICES AGREEMENT (this "AGREEMENT") is made and entered into as of ________, 2007, by and between TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company...Management and Shared Services Agreement • January 26th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
TRANSACTION AGREEMENT by and among HOSPITALITY PROPERTIES TRUST, HPT TA PROPERTIES TRUST, HPT TA PROPERTIES LLC, TRAVELCENTERS OF AMERICA LLC and REIT MANAGEMENT & RESEARCH LLC January 29, 2007Transaction Agreement • March 20th, 2007 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations • Massachusetts
THIS TRANSACTION AGREEMENT is made January 29, 2007, by and among (a) HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, “HPT”); (b) HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, “HPT TRUST LANDLORD”); (c) HPT TA PROPERTIES LLC, a Maryland limited liability company (including its successors and permitted assigns, “HPT LLC LANDLORD” and together with HPT Trust Landlord, “HPT LANDLORD”); (d) TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (including its successors and permitted assigns, “TCA LLC”); and (e) REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company (including its successors and permitted assigns, “RMR”).
PURCHASE AGREEMENTPurchase Agreement • August 5th, 2020 • TravelCenters of America Inc. /MD/ • Retail-auto dealers & gasoline stations • New York
This PURCHASE AGREEMENT (this “Agreement”) made as of June 28, 2020, by and between TravelCenters of America Inc., a Maryland corporation (the “Company”), and The RMR Group LLC, a Maryland limited liability company (the “Purchaser”).
FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3Lease Agreement • September 24th, 2015 • Travelcenters of America LLC • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “Amendment”) is made and entered into as of September 23, 2015 by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).
