1 Basic Lease Provisions and Exhibits 3 2 Demise and Term 4 3 Improvements 5 4 Rent 6 5 Real Estate Taxes and Assessments 7 6 Landlord's Covenants and Restrictions 8 7 Landlord's Warranties and Representations 8 8 Subordination, Attornment and...Lease Agreement • November 13th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Ohio
THIS AGREEMENT is made this 31st day of December, 1996, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company"), and LARRY ZINE ("Employee"). RECITALS: -------- A. The Company is engaged in the business of owning,...Employment Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS, L.P., A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • August 6th, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
AGREEMENTAgreement • March 29th, 2000 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 4.9 PETRO STOPPING CENTERS, L.P. PETRO FINANCIAL CORPORATION as Issuers,Indenture • February 23rd, 2004 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
Exhibit 10.60 EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 1 1999, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company") and Evan Brudahl ("Executive"). IN CONSIDERATION of the premises and the mutual...Employment Agreement • May 14th, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 4.11Second Supplemental Indenture • February 23rd, 2004 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
RECITALS: -------- A. The Company is engaged in the business of owning, operating, and franchising truck stops and related services.Employment Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
Exhibit 10.37 MEMORANDUM OF UNDERSTANDING - JOINT PROJECT DEVELOPMENT The purpose of this Memorandum of Understanding ("this Memorandum") dated as of January 30, 1997, is to set forth our mutual understanding of the nature of the agreements and other...Memorandum of Understanding • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
Exhibit 10.58 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 10, 1999, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company") and James A. Cardwell, Jr. ("Executive"). IN CONSIDERATION of the premises and the...Employment Agreement • May 14th, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PETRO STOPPING CENTERS, L.P., A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
EXHIBIT 4.7 THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of March 30, 2001Revolving Credit and Term Loan Agreement • May 15th, 2001 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 10.24 LEASE AGREEMENTLease Agreement • August 14th, 2002 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Indiana
AMENDMENT NO. 1 DATED AS OF NOVEMBER 3, 1997 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 30th, 1998 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
RECITALSLimited Liability Company Operating Agreement • March 31st, 2003 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
CHARTWELL INVESTMENTS INC. 717 Fifth Avenue 23rd Floor New York, New York 10022 January 30, 1997Reimbursement Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
This letter is to confirm our agreement that in connection with the transactions (the "Transactions") contemplated in the Omnibus Agreement dated as of October 18, 1996 by and among James A. Cardwell and James A. Cardwell, Jr. and affiliates, Petro Holdings GP Corp., a Delaware corporation, Petro Holdings LP Corp., a Delaware corporation, Mobil Long Haul Inc., a Delaware corporation, and Petro Stopping Centers, L.P., a Delaware limited partnership, you have agreed to reimburse us at the Closing of the Transactions for the reasonable out-of-pocket costs and expenses which we have incurred in connection with the Transactions. You have also agreed to pay us a fee for advisory services we have rendered to you in connection with the financing of the Transactions (the "Financing") at the Closing equal to: (a) one percent (1%) of total capitalization of Petro Stopping Centers, L.P., a Delaware limited partnership and its affiliates ("Petro), including, without limitation, all debt facilities,
Exhibit 10.57 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 10, 1999, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company") and James A. Cardwell ("Executive"). IN CONSIDERATION of the premises and the...Employment Agreement • May 14th, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
RECITALS --------Indemnification & Liability • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
TENANTLease Agreement • April 1st, 2002 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
FRANCHISE AGREEMENTS 1. Franchisee: ---------- Welsh, Inc., formerly known as Crossroads of Virginia, Inc. P.O. Box 10725 Merrillville, Indiana 46411 Franchised Location: ------------------- Petro Stopping Center #52 Interstate 81 and U.S. Route 52...Franchise Agreement • March 30th, 1998 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
Exhibit 10.56 ----------------------------------------------------------------------------- The Merrill Lynch Nonqualified Deferred Compensation Plan Trust Agreement TRUST UNDER:...Trust Agreement • March 31st, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
R E C I T A L S: ---------------Split Dollar Life Insurance Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.23 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- This Amendment No. 1 to Employment Agreement (the "Amendment"), dated as of February 1, 2002, by and between Petro Stopping Centers, L.P., a Delaware limited...Employment Agreement • May 15th, 2002 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
EXHIBIT 10.41 MANAGEMENT CONSULTING AGREEMENT ------------------------------- THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement"), dated as of January 30, 1997, by and between Petro Stopping Centers, L.P., a Delaware limited liability partnership...Management Consulting Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
PETRO STOPPING CENTERS HOLDINGS, L.P., PETRO HOLDINGS FINANCIAL CORPORATION, PETRO DISTRIBUTING, INC., and PETRO FINANCIAL CORPORATION, as the Credit Agreement Guarantors,Credit Agreement • February 23rd, 2004 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
BY AND AMONGOmnibus Agreement • October 30th, 1996 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
Exhibit 10.59 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 10, 1999, by and between Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company") and Larry Zine ("Executive"). IN CONSIDERATION of the premises and the mutual...Employment Agreement • May 14th, 1999 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Texas
EXHIBIT 10.25 EQUIPMENT LEASEEquipment Lease • August 14th, 2002 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Indiana
INTRODUCTIONMarketing Services Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYInterest Purchase Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
January 30, 1997Secondment Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
Closing: See the Purchase Agreement. -------Note Registration Rights Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
AMENDMENT NO. 1 DATED AS OF JANUARY 30, 1997Omnibus Agreement • April 14th, 1997 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Delaware
ARTICLE I. GENERAL 1.01 Definitions. . . . . . . . . . . . . . . . . . . . . 1 1.02 Agreement to Purchase and Sell . . . . . . . . . . . 4 1.03 Purchase Price . . . . . . . . . . . . . . . . . . . 5 1.04 Assumption of Certain Liabilities; Adjustments...Purchase and Sale Agreement • March 30th, 1998 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • Oregon
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 27th, 2005 • Petro Stopping Centers L P • Retail-auto dealers & gasoline stations • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 21, 2005, among PETRO STOPPING CENTERS, L.P., a Delaware limited partnership (the “Borrower”), PETRO STOPPING CENTERS HOLDINGS, L.P., a Delaware limited partnership and a limited partner of the Borrower (“Holdings”), PETRO HOLDINGS FINANCIAL CORPORATION, a Delaware corporation (“Petro Holdings”), PETRO DISTRIBUTING, INC., a Delaware corporation and a Subsidiary of the Borrower (“Petro Distributing”), and PETRO FINANCIAL CORPORATION, a Delaware corporation and a Subsidiary of the Borrower (“Petro Financial”), the Lenders (as defined in the Credit Agreement referred to below), and WELLS FARGO BANK, N. A., as Administrative Agent, Collateral Agent and L/C Issuer.
