1
Exhibit 10.16
NOTE
$ _______ [DATE]
FOR VALUE RECEIVED, ______________ (the "Borrower"), hereby
unconditionally promises to pay to the order of TravelCenters of America, Inc.,
a Delaware corporation (the "Company"), or its registered assigns, the aggregate
principal amount of _______________________________________ ($ ________) in
lawful money of the United States of America (the "Loan").
The Borrower is an employee of either the Company or one of its
subsidiaries. The Company and the Borrower have entered into a subscription
agreement, dated as of the date first above written (the "Subscription
Agreement"), pursuant to which the Borrower subscribed for shares of the
Company's Common Stock, par value $.01 per share (the "Shares"). The Borrower
has requested that the Company make the Loan to the Borrower as the purchase
price of the Shares, and the Company is willing to make the Loan to the
Borrower, upon the terms and subject to the conditions contained herein.
1. Interest and Payment. Interest shall accrue at an annual rate of
____ Percent, compounded semi-annually. Accrued and unpaid interest, together
with unpaid principal, if not sooner paid, shall be due and payable on the
earliest of (i) the date the Borrower or his transferees (as permitted in the
Stockholders' Agreement, dated as of March 6, 1997 between the Company and
certain of its stockholders) are no longer the beneficial owners of the Shares,
(ii) the lapse or waiver of the Borrower's put option under Section 6 of the
Management Subscription Agreement or the closing of the purchase of the
Borrower's Shares under such Section 6 and (iii) the ninth anniversary of
2
the date first above written. The Loan may be prepaid, in whole or in part,
without premium or penalty, at any time.
2. Conditions. The obligation of the Company to make the Loan is
subject to the execution and delivery by the Borrower of the Pledge Agreement
dated the date hereof made by the Borrower to the Company in substantially the
form of Exhibit A hereto.
3. Miscellaneous. To the extent permitted by law, the Borrower
waives diligence, presentment, demand, demand for payment, notice of
non-payment, notice of dishonor, protest and notice of protest and all other
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
No waiver or modification of the terms of this Note shall be valid
unless in writing signed by the Company and then only to the extent therein set
forth.
This Note shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed and delivered on the day and year first above written.
----------------------------------------
[Borrower]
3
PLEDGE AGREEMENT
Pledge Agreement, dated as of _____________, made by _____________
(the "Pledgor"), to TravelCenters of America, Inc., a Delaware corporation (the
"Company").
Pledgor is the owner of the shares (the "Pledged Shares") of stock
described in Schedule 1 hereto and issued by the Company. The Company has agreed
to lend Pledgor ___________________________________________ ($ ________) (the
"Loan"), to be evidenced by a note to be executed by Pledgor simultaneously
herewith (the "Note"). It is a condition precedent to the making of the Loan
under the Note that Pledgor shall have made the pledge contemplated by this
Agreement.
NOW, THEREFORE, in consideration of the premises and in order to
induce the Company to make the Loan under the Note, Xxxxxxx hereby agrees with
the Company as follows:
1. Pledge. Pledgor hereby pledges to the Company and grants the
Company a security interest in the Pledged Shares.
2. Security for Obligations. This Pledge Agreement secures the
payment of all of Pledgor's obligations under the Note.
3. Delivery of Pledged Collateral. All certificates or instruments
representing or evidencing the Pledged Shares shall be delivered to and held by
the Company and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, all
in form and substance satisfactory to the Company.
4
4. Representations and Warranties. Pledgor represents and warrants
that Pledgor is the legal and beneficial owner of the Pledged Shares.
5. Further Assurances. Xxxxxxx agrees that from time to time it will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that the Company may
request in order to perfect and protect the pledge and security interest granted
hereby.
6. Continuing Security Interest. This Agreement shall be a
continuing assignment of, and security interest in, the Pledged Shares and shall
remain in full force and effect until payment of all obligations under the Note.
Upon the payment in full of all such obligations, Pledgor shall be entitled to
the return of the Pledged Shares.
7. Governing Law; Terms. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of laws principles thereof. Capitalized terms that are not
defined herein shall have the meanings ascribed to them in the Note.
IN WITNESS WHEREOF, Xxxxxxx has caused this Agreement to be duly
executed and delivered as of the date first written above.
----------------------------------------
Name:
-----------------------------------
