EXHIBIT 99.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT --------------------------------------- AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT dated as of December 14, 2004, by and among TA Operating Corporation, a Delaware corporation (the "Company"),...Employment Agreement • December 17th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores
THIS AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARYLease Agreement • November 15th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
amongAgreement and Plan of Merger • March 9th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
W I T N E S S E T H :Supplemental Indenture • March 30th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
INSTITUTIONAL STOCKHOLDERS' AGREEMENTStockholders' Agreement • March 30th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
ARTICLE 1Operating Agreement • March 26th, 2003 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
Exhibit 10.17 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT ("Amendment") dated as of December 31, 2002, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a...Employment Agreement • March 26th, 2003 • Travelcenters of America Inc • Retail-auto & home supply stores
AMONG B.R.G., INC.Asset Purchase Agreement • December 6th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
Exhibit 10.30 BUYOUT AGREEMENT THIS AGREEMENT is entered into and made to be effective as of the 31st day of December, 2003, and is executed by and between UNION OIL COMPANY OF CALIFORNIA, a California corporation, d/b/a/ Unocal (hereinafter referred...Escrow Agreement • March 30th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
EXHIBIT 10.18 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 • March 31st, 2005 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
1 Exhibit 10.5 ---------------------------------------------------------------- ---------------- TravelCenters of America, Inc. Credit AgreementCredit Agreement • March 31st, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.7 TRAVELCENTERS OF AMERICA, INC. 1997 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENT, dated as of January 1, 2000, between TravelCenters of America, Inc., a Delaware corporation (the "Company"),...Nonqualified Stock Option Agreement • August 14th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.2 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")...Employment Agreement • August 14th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
2- 3 THIS AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARYAgreement • November 15th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
ARTICLE I DEFINITIONS -----------Stock Option Agreement • March 28th, 2002 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
RECITALS: ---------Share Exchange Agreement • March 9th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
WITNESSETH:First Supplemental Indenture • June 16th, 2005 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
1 Exhibit B EXECUTION COPY VOTING AGREEMENT ---------------- This VOTING AGREEMENT (this "Agreement"), dated as of the 26th day of February, 1999, is entered into by and among TravelCenters of America, Inc., a Delaware corporation ("TA"), TP...Voting Agreement • March 9th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1998 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
Exhibit 10.16 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of January 1, 2002, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters of America, Inc., a Delaware corporation ("Holdings") and Steven C. Lee...Employment Agreement • March 26th, 2003 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
EXHIBIT 99.1 AMENDMENT NO. 1 TO RECAPITALIZATION AGREEMENT AMENDMENT NO. 1, dated as of October 2, 2000 (this "Amendment"), to the Recapitalization Agreement and Plan of Merger, dated as of May 31, 2000 (the "Recapitalization Agreement"), among...Recapitalization Agreement • October 6th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
Exhibit 10.2 AMENDMENT AND WAIVER dated as of January 23, 2004, to the Amended and Restated Credit Agreement dated as of November 14, 2000, as amended (the "Credit Agreement"), among TRAVELCENTERS OF AMERICA, INC. (the "Borrower"), the Lenders party...And • March 30th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.4 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 • August 14th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores
EXHIBIT 10.11 TRAVELCENTERS OF AMERICA, INC. AMENDMENT AND WAIVER AGREEMENTAnd Waiver Agreement • March 31st, 1998 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
NOTENote • March 31st, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
1 Exhibit 2.2 AMENDMENT OF ASSET PURCHASE AGREEMENT This Amendment of Asset Purchase Agreement is entered into this 3rd day of December, 1998, by and between Burns Bros. Inc., an Oregon corporation ("Seller"), and TA Operating Corporation, a Delaware...Asset Purchase Agreement • March 31st, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores
EXHIBIT 10.18 MANAGEMENT SUBSCRIPTION AGREEMENT MANAGEMENT SUBSCRIPTION AGREEMENT, dated as of November____, 1997, between TravelCenters of America, Inc., a Delaware corporation (the "Company"), and ________________ (the "Purchaser"). WHEREAS, the...Management Subscription Agreement • March 31st, 1998 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.9 WAIVER NO. 1 AND AGREEMENT dated as of March 1, 1998 (this "Agreement"), to the Credit Agreement dated as of March 21, 1997 (the "Credit Agreement"), among TravelCenters of America, Inc., a Delaware corporation (the "Borrower"), the...1 and Agreement • March 31st, 1998 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 2.1 =================================================================== ============= RECAPITALIZATION AGREEMENT AND PLAN OF MERGERRecapitalization Agreement and Plan of Merger • August 14th, 2000 • Travelcenters of America Inc • Retail-auto & home supply stores • Delaware
EXHIBIT 99.3 MASTER TERMINATION AGREEMENT MASTER TERMINATION AGREEMENT (this "Agreement") dated as of December 1, 2004 among TCA NETWORK FUNDING, LIMITED PARTNERSHIP (the "Company"), ML LEASING EQUIPMENT CORP. ("Merrill Leasing"), TA OPERATING...Master Termination Agreement • December 6th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 99.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 6th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
EXHIBIT 10.27 AMENDMENT TO MANAGEMENT EQUITY ROLLOVER AGREEMENT AMENDMENT TO MANAGEMENT EQUITY ROLLOVER AGREEMENT ("Amendment") dated as of December 15, 2003, by and among TA Operating Corporation, a Delaware corporation (the "Company"), TravelCenters...Management Equity Rollover Agreement • March 30th, 2004 • Travelcenters of America Inc • Retail-auto & home supply stores
1 EXHIBIT 10.1 TRAVELCENTERS OF AMERICA ------------------------ FREIGHTLINER EXPRESS OPERATING AGREEMENT This Freightliner Express Operating Agreement ("THIS AGREEMENT") is effective as of the 21st day of July, 1999, by and among Freightliner...Freightliner Express Operating Agreement • November 15th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • Oregon
1 EXHIBIT 10.8 TRAVELCENTERS OF AMERICA, INC. SUPPLEMENTAL AGREEMENT Dated as of November 24, 1998Supplemental Agreement • March 31st, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • New York
RECITALS: ---------Investment and Option Agreement • November 15th, 1999 • Travelcenters of America Inc • Retail-auto & home supply stores • Ohio
