Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Travelcenters of America, Inc. 226 1.24M
2: EX-1.1 Purchase Agreement 21 106K
3: EX-2.2 Amend. #1 to Recapitalization Agreement 7 37K
4: EX-3.1 Amended and Restated Certificate of Incorporation 4 22K
11: EX-3.10 By-Laws 10 42K
12: EX-3.11 Certificate of Formation 1 12K
13: EX-3.12 Operating Agreement 10 41K
5: EX-3.2 By-Laws 3 19K
6: EX-3.5 Amended & Restated Certificate of Incorporation 2 17K
7: EX-3.6 By-Laws 12 44K
8: EX-3.7 Certificate of Limited Partnership 1 13K
9: EX-3.8 Agreement of Limited Partnership 44 168K
10: EX-3.9 Certificate of Incorporation 2 15K
14: EX-4.1 Indenture 156 473K
15: EX-4.3 Exchange and Registration Rights Agreement 20 101K
16: EX-5.1 Opinion of Simpson Thacher & Bartlett 4 19K
17: EX-10.1 Amended and Restated Credit Agreement 121 525K
22: EX-10.10 Employment Agreement 28 74K
23: EX-10.11 Employment Agreement 28 73K
24: EX-10.12 Amendment No. 1 to Employment Agreement 3 17K
25: EX-10.13 Amendment No. 1 to Employment Agreement 3 17K
26: EX-10.14 Amendment No. 1 to Employment Agreement 3 17K
27: EX-10.15 Amendment #1 to Employment Agreement 3 17K
18: EX-10.2 Stockholders Agreement 33 144K
28: EX-10.20 Warrant Agreement 62 199K
29: EX-10.21 Contingent Warrant Agreement 10 38K
19: EX-10.4 Amendment #1 to Operating Agreement 3 19K
20: EX-10.8 Employment Agreement 28 74K
21: EX-10.9 Employment Agreement 28 74K
30: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 2± 17K
31: EX-21.1 Subsidiaries of Registrants 1 12K
32: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 12K
33: EX-25.1 Form T-1 6 31K
34: EX-99.1 Form of Letter of Transmittal 14 76K
35: EX-99.2 Form of Notice of Guaranteed Delivery 3 20K
EX-10.13 — Amendment No. 1 to Employment Agreement
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EXHIBIT 10.13
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 corporation ("Holdings"), and James
W. George (the "Employee").
WHEREAS, the Company, Holdings and the Employee are parties to an
Employment Agreement dated as of January 1, 2000 (the "Employment Agreement");
and
WHEREAS, in light of the proposed merger between Holdings and TCA
Acquisition Corporation and to ensure the success of such transaction, the
parties to the Employment Agreement desire to modify such Employment Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of the parties' mutual desire to
modify the Employment Agreement and the mutual covenants herein contained, the
parties agree as follows effective May 26, 2000:
1. Section 3.2 of the Employment Agreement shall be amended by
the addition of the following at the end thereof:
"Notwithstanding any provision of this Section 3.2 to the
contrary, the Employee shall be deemed to have fully satisfied his individual
MBO target for the Fiscal Year ending December 31, 2000, if a Change of Control
shall occur on or before December 31, 2000."
2. Section 9 to the Employment Agreement shall be deleted in
its entirety, and the following Section 9 shall be substituted therefor:
"9. Senior Management Incentive Program. The Employee shall be
a participant in the Company's Senior Management Incentive Program. Under the
Program, the Employee may become entitled to an Incentive Bonus as hereinafter
described:
9.1 Incentive Bonus. In the event of a Change of Control
on or before December 31, 2000, the Employee shall receive as an Incentive Bonus
a single sum cash payment at the closing of the Change of Control transaction in
an amount equal to twice the sum of one year's Base Salary at the annual rate in
effect on the date of the Change of Control plus the Employee's Target Bonus for
the Fiscal Year ending December 31, 2000; provided, however, that upon the
occurrence of a Change of Control, the Employee shall have no right to an
Incentive Bonus for any subsequent Change of Control transaction."
3. The remaining terms and provisions of the Employment
Agreement shall not be modified hereby and shall remain in full force and
effect.
2
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to Employment Agreement as of the date first above written.
TRAVELCENTERS OF AMERICA, INC.
("Holdings")
By: /s/ Rolf H. Towe
--------------------------------------
Name: Rolf H. Towe
------------------------------------
Title: Chairman, Compensation Committee of
the Board
-----------------------------------
TA OPERATING CORPORATION
("Company")
By: /s/ Rolf H. Towe
--------------------------------------
Name: Rolf H. Towe
------------------------------------
Title: Chairman, Compensation Committee of
the Board
-----------------------------------
/s/ James W. George
-----------------------------------
James W. George
("Employee")
3
Dates Referenced Herein and Documents Incorporated by Reference
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