Financial Corporation and TCA PSC GP LLC
are:
Barry M. Portnoy
Thomas M. O'Brien
The sole General Partner of Petro Stopping Centers, L.P. is TCA PSC GP LLC and
the sole Limited Partner of Petro Stopping Centers, L.P. is TravelCenters of
America LLC.
29.
AT THE PRESENT TIME, THERE ARE NO DELINQUENT FEDERAL OR
MATERIAL STATE OR LOCAL TAXES DUE (INCLUDING, BUT NOT LIMITED TO, ALL PAYROLL
TAXES, PERSONAL PROPERTY TAXES, REAL ESTATE TAXES OR INCOME TAXES) EXCEPT AS
FOLLOWS:
None.
30.
CERTIFIED PUBLIC ACCOUNTANTS FOR EACH COMPANY IS THE FIRM
OF:
Name
Ernst & Young
Address
200 Clarendon Street, Boston, MA 02116
Partner Handling Relationship
Jamie Pereira (617) 859-6453
Were statements uncertified for any fiscal year?
No
9
EXHIBIT B TO LOAN AND SECURITY AGREEMENT
Agent and Lenders shall be entitled to rely upon the foregoing in all respects
and each of the undersigned is duly authorized to execute and deliver this
Information Certificate on behalf of the Company for which he or she is signing.
Very truly yours,
TRAVELCENTERS OF AMERICA LLC
(for itself and its Subsidiaries)
By:
/s/ JOHN R. HOADLEY
Title:
Treasurer
10
EXHIBIT C
TO
LOAN AND SECURITY AGREEMENT
Compliance Certificate
To:
Wachovia Capital Finance Corporation (Central), as Agent
150 South Wacker Drive
Chicago, Illinois 60606-4202
Ladies and Gentlemen:
I hereby certify to you pursuant to Section 9.6 of the Loan Agreement (as
defined below) as follows:
1.
I AM THE DULY ELECTED CHIEF FINANCIAL OFFICER OF TRAVELCENTERS OF AMERICA,
LLC, A DELAWARE LIMITED LIABILITY COMPANY, TA LEASING LLC; A DELAWARE LIMITED
LIABILITY COMPANY, AND TA OPERATING LLC, A DELAWARE LIMITED LIABILITY COMPANY
(COLLECTIVELY, "BORROWERS"). CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION
SHALL HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE LOAN AND SECURITY AGREEMENT,
DATED NOVEMBER
, 2007, BY AND AMONG WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL) AS AGENT FOR THE FINANCIAL INSTITUTIONS PARTY THERETO AS LENDERS (IN
SUCH CAPACITY, "AGENT") AND THE FINANCIAL INSTITUTIONS PARTY THERETO AS LENDERS
(COLLECTIVELY, "LENDERS"), BORROWERS AND CERTAIN OF THEIR AFFILIATES (AS SUCH
LOAN AND SECURITY AGREEMENT IS AMENDED, MODIFIED OR SUPPLEMENTED, FROM TIME TO
TIME, THE "LOAN AGREEMENT").
2.
I HAVE REVIEWED THE TERMS OF THE LOAN AGREEMENT, AND HAVE MADE, OR HAVE
CAUSED TO BE MADE UNDER MY SUPERVISION, A REVIEW IN REASONABLE DETAIL OF THE
TRANSACTIONS AND THE FINANCIAL CONDITION OF BORROWERS AND GUARANTORS, DURING THE
IMMEDIATELY PRECEDING FISCAL MONTH.
3.
THE REVIEW DESCRIBED IN SECTION 2 ABOVE DID NOT DISCLOSE THE EXISTENCE
DURING OR AT THE END OF SUCH FISCAL MONTH, AND I HAVE NO KNOWLEDGE OF THE
EXISTENCE AND CONTINUANCE ON THE DATE HEREOF, OF ANY CONDITION OR EVENT WHICH
CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT, EXCEPT AS SET FORTH ON SCHEDULE I
ATTACHED HERETO. DESCRIBED ON SCHEDULE I ATTACHED HERETO ARE THE EXCEPTIONS, IF
ANY, TO THIS SECTION 3 LISTING, IN DETAIL, THE NATURE OF THE CONDITION OR EVENT,
THE PERIOD DURING WHICH IT HAS EXISTED AND THE ACTION WHICH ANY BORROWER OR
GUARANTOR HAS TAKEN, IS TAKING, OR