338-2880
49
(ii)
if to the Company, to:
TravelCenters of America, Inc.
24601 Center Ridge Road
Suite 200
Westlake, Ohio
44145-5634
Attention: General Counsel
Facsimile:
(440) 808-3301
with copies to
Oak Hill Capital Partners, L.P.
201 Main Street
Fort Worth, Texas 76102
Attention:
Controller
Facsimile:
(817) 339-7350
Keystone Group, L.P.
201 Main Street, Suite 3100
Fort Worth, Texas 76102
Attention: Kevin G. Levy, Esq.
Facsimile: (817) 820-1623
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York
10017
Attention:
William E. Curbow, Esq.
Facsimile:
(212) 455-2502
(iii)
if to the Stockholders Representative, to:
Oak Hill Capital Partners, L.P.
201 Main Street
Fort Worth, Texas 76102
Attention:
Controller
Facsimile:
(817) 339-7350
with a copy to:
Keystone Group, L.P.
201 Main Street, Suite 3100
Fort Worth, Texas 76102
Attention: Kevin G. Levy, Esq.
Facsimile: (817) 820-1623
or to such other address as hereafter shall be furnished as provided in this
Section 9.03 by any of the parties hereto to the other parties hereto.
50
Section 9.04.
Stockholders Representative.
(A)
THE PARTIES TO THIS AGREEMENT SHALL COOPERATE WITH THE
STOCKHOLDERS REPRESENTATIVE AND ANY ACCOUNTANTS, ATTORNEYS OR OTHER AGENTS WHOM
IT MAY RETAIN TO ASSIST IN CARRYING OUT ITS DUTIES HEREUNDER.
THE STOCKHOLDERS
REPRESENTATIVE MAY COMMUNICATE WITH ANY STOCKHOLDER OR ANY OTHER PERSON
CONCERNING HIS RESPONSIBILITIES HEREUNDER, BUT IT IS NOT REQUIRED TO DO SO.
THE
STOCKHOLDERS REPRESENTATIVE HAS A DUTY TO SERVE IN GOOD FAITH THE INTERESTS OF
THE STOCKHOLDERS AND OTHER STOCKHOLDERS OF THE COMPANY WHO DESIGNATE THE
STOCKHOLDERS REPRESENTATIVE TO ACT AS SUCH, AND TO PERFORM ITS DESIGNATED ROLE
UNDER THIS AGREEMENT AND THE ESCROW AGREEMENT, BUT THE STOCKHOLDERS
REPRESENTATIVE SHALL HAVE NO FINANCIAL LIABILITY WHATSOEVER TO ANY PERSON
RELATING TO ITS SERVICE HEREUNDER (INCLUDING ANY ACTION TAKEN OR OMITTED TO BE
TAKEN), EXCEPT THAT IT SHALL BE LIABLE FOR HARM WHICH IT DIRECTLY CAUSES BY AN
ACT OF WILLFUL MISCONDUCT.
THE STOCKHOLDERS REPRESENTATIVE MAY RESIGN AT ANY
TIME BY NOTIFYING IN WRITING PARENT, THE COMPANY AND THE STOCKHOLDERS.
(A)
THE STOCKHOLDERS REPRESENTATIVE REPRESENTS AND WARRANTS TO THE
COMPANY, PARENT AND MERGER SUB: (I)
THAT IT HAS ALL NECESSARY POWER, AUTHORITY
AND CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS UNDER SECTIONS 3.02, 3.03, 3.04, 9.04, 9.08 AND 9.09; (II) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE STOCKHOLDERS
REPRESENTATIVE HAS BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY ACTION ON
THE PART OF THE STOCKHOLDERS REPRESENTATIVE AND (III) THIS AGREEMENT HAS BEEN
DULY AND VALIDLY EXECUTED AND DELIVERED BY THE STOCKHOLDERS REPRESENTATIVE AND,
ASSUMING THE DUE AUTHORIZATION, EXECUTION AND DELIVERY BY EACH OTHER PARTY
HERETO, CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE STOCKHOLDERS
REPRESENTATIVE, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT
SUCH ENFORCEABILITY MAY BE LIMITED BY (X) BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, FRAUDULENT TRANSFER OR OTHER SIMILAR LAWS RELATING
TO CREDITORS' RIGHTS GENERALLY, (Y) GENERAL PRINCIPLES OF EQUITY (WHETHER
APPLIED IN A PROCEEDING AT LAW OR IN EQUITY) AND (Z) ANY IMPLIED COVENANT OF
GOOD