EXHIBIT 10.10
AMENDMENT NO. 1 TO ENVIRONMENTAL AGREEMENT
------------------------------------------
Amendment No. 1, dated as of December 10, 1993 to the Environmental
Agreement entered into as of July 22, 1993 (the "Environmental Agreement") by
and among BP Exploration & Oil Inc., an Ohio corporation ("BP"), Truckstops
Corporation of America Inc., a Delaware corporation ("TA", and together with BP,
"Seller") and TA Operating Corporation, a Delaware corporation (formerly known
as T.S. Network Corp. and together with its successors and assigns, "Buyer").
Buyer and Seller desire to amend the Environmental Agreement as set
forth in this Amendment No. 1.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 2. Section 2 of the Environmental Agreement
is hereby amended by adding to the end of Section 2 a new subsection (d) which
shall read as follows:
(d) There are no circumstances or conditions that are
reasonably likely to result in Material Environmental Damages in connection with
an application for renewal of a Material Permit which has not expired on or
before the Closing Date.
2. AMENDMENT OF SECTION 9. Section 9 of the Environmental Agreement
is hereby amended by adding to the end of the heading of Section 9 the phrase
"and Post-Closing
2
Permit Transfers" and by adding to Section 9 a new Section 9(c) which shall read
as follows:
(c) (i) After the Closing Date, Sellers shall continue to maintain
the validity and full force and effect of any Material Permits (as that term is
defined in the Asset Purchase Agreement) required pursuant to Environmental Laws
with respect to which Material Required Permit Approvals (as that term is
defined in the Asset Purchase Agreement) have not been obtained, until such
Material Required Permit Approvals are obtained.
(ii) (A) For any Material Permits required pursuant to
Enviromental Laws for which a renewal application has been submitted on or
before the Closing Date, Sellers shall take all reasonable actions to obtain
Material Required Permit Approvals within a reasonable period of time after the
Closing Date.
(B) With respect to any Material Permits required
pursuant to Environmental Laws which have expired on or before the Closing Date
and for which a renewal application has been submitted on or before the Closing
Date, Seller shall be solely responsible for the costs of any equipment upgrades
or additions or process changes or modifications or studies (including, but not
limited to, pre-certification studies) necessary to obtain the renewal of such
Material Permits and any such equipment upgrades or additions or process changes
or modifications shall be in a form reasonably consistent in the circumstances
with those
3
in the auto/truckstop industry as of the Closing Date; PROVIDED, HOWEVER, that
costs incurred as a result of any changes in laws, guidelines or policies of
general application adopted on or after the Closing Date shall be Buyer's
responsibility.
(iii) For any Material Permits required pursuant to Environmental
Laws which are in full force and effect and do not have a renewal application
pending on the Closing Date, Sellers shall take all reasonable actions to obtain
Material Required Permit Approvals within a reasonable time after the Closing
Date and without the imposition of any new or modified conditions that are or
would be applicable to the Business, the Purchased Assets, Buyer or any
Franchisee which are materially burdensome upon the Business, the Purchased
Assets, Buyer or any Franchisee or Buyer's future conduct of business. Seller
shall cause the terms of the Material Permits required pursuant to Environmental
Laws and transferred pursuant to the Material Required Permit Approvals to be in
all material respects identical to the terms of the Material Permits in effect
immediately prior to the Closing Date. Seller shall indemnify Buyer with respect
to all costs and expenses of any equipment upgrades or additions or process
changes or modifications or studies (including, but not limited to,
pre-certification studies) reasonably required to comply with any new or
modified conditions imposed in connection with the transfer of such Material
Permits, PROVIDED, HOWEVER, that Buyer shall be responsible for all costs and
expenses reasonably required to comply with any new or modified conditions in
such Material Permits imposed as a result of any changes in Environmental Laws
adopted on or after the Closing Date or any changes in policy or guidelines of
general application of any Governmental Authority adopted on or after the
Closing Date or any changes in Auto/Truckstop operations on or after the Closing
Date.
3. ADDITION OF SECTION 9A. The Environmental Agreement is hereby
amended by adding thereto a new Section 9A which shall read as follows:
9A. COLUMBIA, NEW JERSEY, SANITARY WASTEWATER TREATMENT. Seller
hereby agrees to undertake all Environmental Compliance Actions and other
activities necessary to develop a system for the treatment of sanitary
wastewater at the Columbia, New Jersey auto/truckstop which (A) is a customary,
appropriate and reasonably cost-efficient form of sanitary wastewater treatment,
in light of standards for wastewater treatment in the Network and in the
auto/truckstop industry in general, and (B) complies in all respects with
applicable Environmental Laws.
4. AMENDMENT OF SECTION 19. Section 19 of the Environmental
Agreement is hereby amended by adding to the end of Section 19 the following
language:
Seller hereby agrees to the granting by Buyer of security interests in its
rights, titles and interests in the Environmental Agreement to Buyer's
Lenders.
Any lender of the Buyer may reassign any or all of the rights under this
Environmental Agreement assigned to it by the Buyer to:
(1) any successor to the rights and obligations
of Chemical Bank, as "Collateral Agent";
(2) any "Lender" or "Senior Note Purchaser" and
any of their respective successors and assigns;
(3) any purchaser or transferee (including Chemical or any other
Lender or Senior Note Purchaser) of any Real Property (as defined)
at a judicial or non-judicial sale or other foreclosure proceeding
or by deed or assignment in lieu of foreclosure and to any such
purchaser's or transferee's purchasers, transferees, successors or
assigns.
4
5. FULL FORCE AND EFFECT. Except as amended hereby, the
Environmental Agreement continues in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be duly executed by their respective authorized officers as of the day and year
first above written.
BP EXPLORATION & OIL INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TRUCKSTOPS CORPORATION OF AMERICA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Attorney-in-Fact
TA OPERATING CORPORATION
By: /s/ Rowan ▇.▇. ▇▇▇▇▇▇
-------------------------------------
Name: Rowan ▇.▇. ▇▇▇▇▇▇
Title: Vice President &
Assistant Secretary