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PETRO FINANCIAL CORPORATION
By:
/s/ John R. Hoadley
Title: Treasurer
PETRO HOLDINGS FINANCIAL
CORPORATION
By:
/s/ John R. Hoadley
Title: Treasurer
TCA PSC GP LLC
By:
/s/ John R. Hoadley
Title: Treasurer
AGENT
WACHOVIA CAPITAL FINANCE
CORPORATION (CENTRAL),
as Agent
By:
/s/ Laura D. Wheeland
Title:
Vice President
LENDERS
WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL)
By:
/s/ Laura D. Wheeland
Title:
Vice President
NATIONAL CITY BUSINESS CREDIT, INC.
By:
/s/ Kathryn C. Ellero
Title:
Vice President
BANK OF AMERICA, N.A.
By:
/s/ Michael W. Brunner
Title:
Vice President
U.S. BANK NATIONAL ASSOCIATION
By:
/s/ Matthew P. Kasper
Title:
Assistant Vice President
UBS LOAN FINANCE LLC
By:
/s/ Irja R. Olsa
/s/ Mary E. Evans
Title:
Associate Director,
Associate Director,
Banking Products Services, U.S.
Banking Products Services, U.S.
ROYAL BANK OF CANADA
By:
/s/ Dustin Craven
Title:
Attorney-in-fact
EXHIBIT A
TO
LOAN AND SECURITY AGREEMENT
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance")
dated as of
, 200
is made between
(the "Assignor") and
(the "Assignee").
WITNESSETH:
WHEREAS, Wachovia Capital Finance Corporation (Central), in its capacity as
agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on
behalf of the financial institutions which are parties thereto as lenders (in
such capacity, "Agent"), and the financial institutions which are parties to the
Loan Agreement as lenders (individually, each a "Lender" and collectively,
"Lenders") have entered or are about to enter into financing arrangements
pursuant to which Agent and Lenders may make loans and advances and provide
other financial accommodations to TravelCenters of America LLC, TA Leasing LLC
and TA Operating LLC (collectively, "Borrowers") as set forth in the Loan and
Security Agreement, dated November
, 2007, by and among Borrowers, certain
of their affiliates, Agent and Lenders (as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan Agreement"), and the other agreements, documents and instruments referred
to therein or at any time executed and/or delivered in connection therewith or
related thereto (all of the foregoing, together with the Loan Agreement, as the
same now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements");
WHEREAS, as provided under the Loan Agreement, Assignor committed to making
Loans (the "Committed Loans") to Borrowers in an aggregate amount not to exceed
(the "Commitment");
WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and
obligations of Assignor under the Loan Agreement in respect of its Commitment in
an amount equal to $
(the "Assigned Commitment Amount") on the
terms and subject to the conditions set forth herein and Assignee wishes to
accept assignment of such rights and to assume such obligations from Assignor on
such terms and subject to such conditions;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
1.
ASSIGNMENT AND ACCEPTANCE.
(A)
SUBJECT TO THE TERMS AND CONDITIONS