EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE, dated as of June 15, 2005 (the
"Supplemental Indenture"), by and between TravelCenters of America, Inc., a
Delaware corporation (the "Company"), TA Operating Corporation, a Delaware
corporation, TA Travel, L.L.C., a Delaware limited liability company, and TA
Licensing, Inc., a Delaware corporation, as guarantors (the "Guarantors") and
U.S. Bank National Association, as successor trustee to State Street Bank and
Trust Company, as trustee (the "Trustee") to the Indenture, dated as of November
14, 2000 (the "Indenture"), by and among the Company, the Guarantors and the
Trustee.
WITNESSETH:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed and delivered the Indenture providing for the issuance of 12 3/4%
Senior Subordinated Notes due May 1, 2009 (the "Securities") of the Company;
WHEREAS, there is currently outstanding under the Indenture
$190,000,000 in aggregate principal amount of the Securities;
WHEREAS, Section 9.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may, with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Securities,
amend the Indenture, subject to certain exceptions specified in Section 9.02 of
the Indenture;
WHEREAS, the Company has offered to purchase for cash all of the
outstanding Securities upon the terms and subject to the conditions set forth in
the Offer to Purchase and Consent Solicitation Statement dated June 2, 2005, as
the same may be amended, supplemented or modified (the "Offer");
WHEREAS, the Offer is conditioned upon, among other things, the
proposed amendments (the "Proposed Amendments") to the Indenture set forth
herein having been approved by at least a majority in aggregate principal amount
of the outstanding Securities (and a supplemental indenture in respect thereof
having been executed and delivered) with the effectiveness of such Proposed
Amendments with respect to the Securities being subject to the acceptance for
payment by the Company of the Securities representing a majority in aggregate
principal amount of the outstanding Securities pursuant to the Offer (the
"Acceptance");
WHEREAS, the Company has received and delivered to the Trustee the
requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, the Company has been authorized by a resolution of its Board
of Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the
Indenture and by the certificate of incorporation and by-laws of the Company to
make this Supplemental Indenture a valid and binding agreement for the purposes
expressed herein, in accordance with its terms, have been duly done and
performed;
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NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and proportionate
benefit of the Holders of the Securities, the Company, the Guarantors and the
Trustee hereby agree as follows:
ARTICLE ONE
Section 1.01 Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise
defined herein shall have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
Section 2.01 Amendment of Section 1.01.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 1.01 of the Indenture are amended by deleting the definition of each
term that is used in the Indenture only in the sections that are deleted
pursuant to Sections 2.03 through 2.12 of this Supplemental Indenture.
Section 2.02 Amendment of Section 1.02.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 1.02 of the Indenture are amended by deleting the references to each
term that is used in the Indenture only in the sections that are deleted
pursuant to Sections 2.03 through 2.12 of this Supplemental Indenture.
Section 2.03 Amendment of Section 4.02.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.02 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.04 Amendment of Section 4.03.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.03 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.05 Amendment of Section 4.04.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.04 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
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Section 2.06 Amendment of Section 4.05.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.05 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.07 Amendment of Section 4.06.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.06 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.08 Amendment of Section 4.07.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.07 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.09 Amendment of Section 4.08.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.08 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.10 Amendment of Section 4.09.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 4.09 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.11 Amendment of Section 5.01.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 5.01 of the Indenture are amended by deleting the text of such Section
in its entirety and inserting in lieu thereof the phrase "[intentionally
omitted]".
Section 2.12 Amendment of Section 6.01.
Effective upon, and subject only to, the Acceptance, the provisions of
Section 6.01 of the Indenture are amended by deleting the text of paragraphs of
(3), (4), (6), (7), (8) and (9) from Section 6.01 and inserting in lieu thereof
the phrase "[intentionally omitted]".
ARTICLE THREE
Section 3.01 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and
conditions of the Indenture and the Securities outstanding thereunder shall
remain in full force and effect.
Section 3.02 Construction of Supplemental Indenture.
The Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture.
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Section 3.03 Governing Law.
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
Section 3.04 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of this Supplemental Indenture or the Indenture
that is required to be included by the Trust Indenture Act of 1939, as amended,
as in force at the date this Supplemental Indenture is executed, the provision
required by said Act shall control.
Section 3.05 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as
the statements of the Company and the Guarantors, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
Section 3.06 Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
TRAVELCENTERS OF AMERICA, INC.
By: /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President,
CFO & Secretary
TA OPERATING CORPORATION, as Guarantor
By: /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President,
CFO & Secretary
TA TRAVEL, L.L.C., as Guarantor
By: /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President,
CFO & Secretary
TA LICENSING, INC., as Guarantor
By: /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President,
CFO & Secretary
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U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
