EXHIBIT 10.3 BLYTHE, CALIFORNIA PURCHASE AGREEMENTPurchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • California
LEASE AGREEMENTLease Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.6 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
TABB, LLCLimited Liability Company Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • Delaware
March 24, 1997 CHASE SECURITIES INC. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: TravelCenters of America, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell $125,000,000 aggregate principal amount...Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
EXHIBIT 10.21 NATIONAL AUTO/TRUCKSTOPS HOLDINGS CORPORATION 1993 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT TRUCKSTOPS AWARDS NONQUALIFIED STOCK OPTION AGREEMENT, dated as of December 10, 1993, between National Auto/Truckstops Holdings...Nonqualified Stock Option Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
EXHIBIT 10.25 CREDIT AGREEMENT dated as of March 21, 1997, among the Borrower, the Lenders, the Agent, the Fronting Bank and the Swingline Lender (each such term and each other term used but not defined in this introductory statement having the...Credit Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
EXHIBIT 10.28 TRAVELCENTERS OF AMERICA, INC. STOCKHOLDERS' AGREEMENT Dated as of March 6, 1997 TABLE OF CONTENTSStockholders' Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • Delaware
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • California
ARTICLE I PURPOSESoftware License Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • California
March 27, 1997 CHASE SECURITIES INC. 270 Park Avenue, 4th Floor New York, New York 10017 Ladies and Gentlemen: TravelCenters of America, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to you (the "INITIAL PURCHASER"), upon...Exchange and Registration Rights Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
EXHIBIT 9.1 VOTING TRUST AGREEMENT dated as of April 14, 1993Voting Trust Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • Delaware
RECITALSNoncompetition Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.18 AMENDED AND RESTATED REGISTRATION AGREEMENT ------------------------------------------- THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is made as of December 10, 1993, by and among National Auto/Truckstops Holdings...Registration Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.14 TRADEMARK LICENSE AGREEMENT --------------------------- (Unocal Agreement No. 09578) THIS TRADEMARK LICENSE AGREEMENT (this "Agreement"), effective as of the Closing Date as defined in the Asset Purchase Agreement dated as of November...Trademark License Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • California
EXHIBIT 10.15 [LETTERHEAD OF THE CLIPPER GROUP, L.P.] April 12, 1993 National Auto/Truckstops Holdings Corporation National Auto/Truckstops, Inc. 1650 East Golf Road Schaumburg, IL 60196 Dear Sirs: This letter confirms our agreement that The Clipper...Financial Advisory Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
INDENTUREIndenture • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
Exhibit 10.29 TA FRANCHISE SYSTEMS, INC. FRANCHISE AGREEMENT THIS CONTRACT IS SUBJECT TO ARBITRATION TABLE OF CONTENTSFranchise Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • Ohio
EXHIBIT 10.7 AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT ------------------------------- AMENDMENT NO. 1, dated as of December 10, 1993, to the Asset Purchase Agreement, dated as of July 22, 1993 (the "Asset Purchase Agreement"), by and among BP...Asset Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.4 AMENDMENT NO. 1 TO THE BLYTHE, CALIFORNIA ASSET PURCHASE AGREEMENT ----------------------------------------- AMENDMENT NO. 1, dated as of April 13, 1993, to the Blythe, California Purchase Agreement, dated as of November 23, 1992 (the...Asset Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • California
EXHIBIT 10.9 ENVIRONMENTAL AGREEMENT This ENVIRONMENTAL AGREEMENT is entered into as of July 22, 1993 by and among BP Exploration & Oil Inc., an Ohio corporation ("BP"), Truckstops Corporation of America Inc., a Delaware corporation ("TA," and...Environmental Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
Exhibit 10.31 TA FRANCHISE SYSTEMS INC. CONVERSION FRANCHISE AGREEMENT TABLE OF CONTENTSFranchise Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • Ohio
Exhibit 10.26 TRAVELCENTERS OF AMERICA, INC. (formerly National Auto/Truckstops Holdings Corporation) SENIOR SECURED NOTE EXCHANGE AGREEMENT Dated as of March 21, 1997 8.94% Series I Senior Secured Notes due 2002 Series II Senior Secured Notes due...Senior Secured Note Exchange Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
EXHIBIT 10.22 TERMINATION, CONSULTING AND RELEASE AGREEMENT (C. WILLIAM OSBORNE) TERMINATION, CONSULTING AND RELEASE AGREEMENT dated as of January 17, 1997 (the "Agreement") among National Auto/Truckstops Holdings Corporation, a Delaware corporation...Termination, Consulting and Release Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores • New York
Exhibit 10.23 SCHEDULE OF OMITTED TERMINATION, CONSULTING AND RELEASE AGREEMENTS The following documents have been omitted as Exhibits to the Registration Statement because they are on substantially identical terms as Exhibit 10.22 in all material...Termination, Consulting and Release Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.17 [LETTERHEAD OF THE CLIPPER GROUP, L.P.] December 10, 1993 TA Holdings Corporation TA Operating Corporation 200 Public Square Cleveland, OH 94114 Dear Sirs: This letter confirms our agreement that The Clipper Group, L.P. and Clipper...Financial Advisory Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
Exhibit 10.5 SCHEDULE OF OMITTED CALIFORNIA PURCHASE AGREEMENTS The following documents have been omitted as Exhibits to the Registration Statement because they are on substantially identical terms as Exhibits 10.2 or 10.3, as the case may be, in all...California Purchase Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
EXHIBIT 10.16 [LETTERHEAD OF THE CLIPPER GROUP, L.P.] December 10, 1993 National Auto/Truckstops Holdings Corporation National Auto/Truckstops, Inc. 3100 West End Avenue Suite 200 P.O. Box 76 Nashville, TN 37202-0076 Dear Sirs: Reference is made to...Financial Advisory Agreement • May 5th, 1997 • Ta Operating Corp • Retail-auto & home supply stores
