Amended And Restated Fuel Network Affiliation Agreement

Exhibit 10.14 AMENDED AND RESTATED FUEL NETWORK AFFILIATION AGREEMENT by and betweenSIMONS PETROLEUM, INC.andTA OPERATING CORPORATION [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


AMENDED AND RESTATED
FUEL NETWORK AFFILIATION AGREEMENT This Amended and Restated Fuel Network Affiliation Agreement (this " Agreement" ) is entered into as of this 30 th day of September, 2005 by and between Simons Petroleum, Inc., an Oklahoma corporation, with its principal place of business at 1120 N.W. 63rd, Suite 300, Oklahoma City, Oklahoma 73116 (" Supplier" ), and TA Operating Corporation, a Delaware corporation, with its principal place of business at 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145 (" Retailer" ). WHEREAS, Retailer operates a number of truckstop locations specializing in the sale of fuel and related items; and WHEREAS, Supplier sells fuel and related services to truckstop customers pursuant to the Fuel Supply Plan (see definition below); and WHEREAS, Retailer and Supplier are parties to that certain Fuel Network Affiliation Agreement dated December 28, 1994, as amended by the First Addendum to Fuel Network Affiliation Agreement effective January 1, 1998, and the Second Addendum to Fuel Network Affiliation Agreement executed January 16, 2004 (collectively, the " Existing Agreement" ) and desire to amend and supplement various terms and provisions of the Existing Agreement; NOW, THEREFORE, in consideration of the foregoing premises and the agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto amend and restate the Existing Agreement in its entirety and agree as follows: 1. Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. " Acquired Party" means (i) Retailer or its successor in the event of a Change of Control of Retailer or Retailer Parent, or (ii) Supplier or its successor in the event of a Change of Control of Supplier or Supplier Parent. " Base Customers" means the Pathway Network Customers listed in the separate Schedule of Pathway Network Customers as of May 31, 2005 delivered to Retailer at the time of signing this Agreement. " Base Gallons" means [*] gallons, [*]. " Base Gallons Sold" means the gallon sales of Pathway Network Fuel to Base Customers and Other Pathway Customers in a given month. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


" Base Incremental Gallons Sold" means the amount of gallon sales of Pathway Network Fuel to Base Customers and Other Pathway Customers in excess of Base Gallons in a given month. " Beginning Weighted Average Retailer Fees" means [*]. " Beneficial Ownership" of securities or similar words or phrases will have the meaning and interpretation used in Rule 13d-3 promulgated under the Exchange Act. " Cancellation Event" means the occurrence of a Change of Control of Supplier, Retailer, Supplier Parent or Retailer Parent, excluding any Termination Event. " Carrier Failure Rate" means the percentage (carried to two decimal places) of scheduled deliveries of fuel to Retailer Operated locations which are not delivered as scheduled, determined on a quarterly basis The initial Carrier Failure Rate to be used is [*]. A new Carrier Failure Rate shall be determined within ten (10) days after the end of each calendar quarter based on Retailer' s records of the previous three Supply Periods. The new Carrier Failure Rate shall be calculated based on the actual average number of scheduled deliveries that were not delivered as a result of carrier failure (excluding local or regional supply outages), adjusted for any non-recurring, unusual situations (e.g., a carrier with unusually high failure rate that has been replaced). The new Carrier Failure Rate will be established by the mutual agreement of Retailer and Supplier acting in good faith. " Change of Control" means: (i) any sale, merger, consolidation, share exchange, business combination, equity issuance or other transaction or series of related transactions, specifically excluding public offerings, which result in the equityholders immediately prior to the transaction(s) beneficially owning collectively less than 50% of the voting control immediately following the transaction(s); or (ii) in the case of Supplier or Retailer only, any sale, lease, exchange, transfer or other disposition of substantially all of the assets (whether actually owned by Supplier or Retailer or by an affiliate or affiliates thereof, as applicable, and taken as a whole) used or required by Supplier or Retailer to perform its obligations under this Agreement, in a single transaction or series of transactions, but excluding sales in the ordinary course of business, sale/leaseback transactions and Corporate Restructuring Transactions, or (iii) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (excluding any beneficial owners immediately prior to the initial public offering) either in connection with an initial public offering or within six months after such initial public offering, becomes the beneficial owner of 20% or more of the combined voting power of the person in question with the ability to elect a majority of the board of directors or other governing body of such entity. " Competitor Conversion Customers" means a customer who has [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


purchased at least [*] gallons of fuel from Supplier at Retailer Operated locations for each of the last three months prior to the effective date of the purchase or merger transaction between Retailer and a Key Competitor. " Control" shall mean the beneficial ownership of more than 50% of the voting securities of such entity and the ability to elect a majority of the board of directors or equivalent governing body of such entity. " Conversion Incremental Gallons Sold" means [*]. " Corporate Restructuring Transactions" means any reorganization, merger, share exchange, consolidation, sale, lease, exchange, transfer or disposition of assets provided that the individuals and entities who were the beneficial owners of the outstanding voting securities of the entity in question continue to own substantially all of the outstanding voting securities of the resulting entity, or, in the case of a sale, lease, exchange, transfer or other disposition of assets, the entity acquiring such assets is and remains under Control by or common Control with such person. " Exchange Act" means the Securities Exchange Act of 1934, as amended. " Franchise Affiliate" means a person or entity with whom Retailer or an affiliate of Retailer has a contractual relationship under a franchise agreement for, among other things, that person or entity to market diesel fuel at truckstop locations under Retailer' s trade name. " Franchisee Volume" means the total monthly gallons of fuel physically delivered by Supplier to all Retailer Owned Franchisee Operated Locations for sale to Pathway Network Customers. " Fuel Cost" will be calculated on a transaction by transaction basis as [*]. " Fuel Supply Plan" means a system developed and owned by Supplier, the characteristics of which include, without limitation, Supplier' s fuel risk management programs, and the Pathway network standards and specifications currently in place and which may be changed, improved and further developed by Supplier, but only in accordance with Section 5 hereof, from time to time. " Incremental Volume Fee" has the meaning set forth in Section 11(h). " Market" means that geographic area: (1) within [*] of any Retailer Operated location [*] or; (2) within [*] of any Retailer Operated location that is situated [*]. Notwithstanding the definition of Market, Supplier and Retailer agree that there may be circumstances [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


where a significant market cannot be served without Supplier receiving a waiver from Retailer granting approval for a specific site. Retailer agrees to consider and act on any such request for a waiver in good faith. " Monthly Weighted Average Retailer Fee" means a per gallon amount calculated on a monthly basis as [*]. " Negotiated Customer Price" means the actual day-to-day fuel price payable by a customer regardless of the nature of such day-to-day pricing structure being offered to that customer, but specifically excluding hedging or other risk management adjustments applicable to the customer. " New Business" means any customer of Supplier which is brought into the Pathway program to a Retailer Operated location and who does not otherwise qualify as Retailer Conversion Gallons. " Notice to Cure" means a writing sent by one party to the other setting forth in detail an Event of Default by the receiving party and commencing the thirty (30) day period to cure the default. " Old Business" means those customers who are and have been doing business in the Pathway Network prior to Retailer entering that specific Market. " OPIS" means the Oil Price Information Service or any successors, assigns or substitute organization which continue to publish or disseminate the data in question or such other service as the parties agree to use. " Other Pathway Customers" means Pathway Network Customers other than Base Customers and Retailer Conversion Customers. " Pathway" means a service provided by Supplier whereby customers have direct access to Supplier' s fuel, fuel risk management programs and fuel transactions reporting information at over-the-road truckstop locations that may or may not be owned and/or operated by Supplier. " Pathway Key Customers" has the meaning set forth in Section 6(d). " Pathway Network" means the collection of truckstop sites that have affiliated with Supplier under the Pathway program. " Pathway Network Customer" means a customer of Supplier who purchases fuel through the Pathway program. " Pathway Network Fuel" means all fuel gallons (including fuel gallons for refrigerator units) sold at a Retailer Operated location to a Pathway Network Customer, as recorded by Supplier and verified by [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


Retailer, for the applicable period. " Pathway Supplied Gallons" means all gallons of diesel fuel supplied to Retailer Operated locations by Supplier. " Pathway Supplied Gallons Target" means the calculated number of gallons Supplier should ratably deliver (over a seven day week basis as necessary on a location by location basis) in a given monthly period determined on a location-by-location basis based upon the prior month' s Pathway sales volumes, as adjusted pursuant to Section 12(b), below. " Retailer Conversion Customer" means [*]. " Retailer Conversion Gallons" means [*]. " Retailer Conversion Gallons Sold" means [*]. " Retailer Fees" means an amount calculated on a transaction by transaction basis [*]. Retailer Fees shall be calculated for each transaction as of the time of such transaction. " Retailer Fee Split Gallons" means [*]. " Retailer Key Customers" has the meaning set forth in Section 6(d). " Retailer Operated" means any of Retailer' s truckstop locations that Retailer operates and that are part of the Pathway Network. " Retailer Owned Franchisee Operated Locations" means truckstop locations that Retailer owns or leases which are operated by a Franchise Affiliate and are part of the Pathway Network. " Retailer Parent" means TravelCenters of America, Inc., a Delaware corporation, and such other person that directly or indirectly, beneficially owns or controls fifty percent (50%) or more of Retailer other than Oak Hill Capital Partners, L.P. " Six Month Weighted Average Retailer Fee" means a per gallon amount calculated each month on the following basis as [*]. " Supplier Conversion Customer" means [*]. " Supplier Conversion Gallons" means [*]. " Supplier Conversion Gallons Sold" means [*]. " Supplier Parent" means, Simons Petroleum, Inc., a Texas corporation, SPI Petroleum LLC, a Delaware limited liability company and such other person that directly or indirectly, beneficially owns or controls fifty percent (50%) or more of Supplier, other than NCA Energy, [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


Inc., Waud Capital Partners, L.P. or RBCP Energy Fund Investments, LP. " TA Competitor" means [*] and any similar chain of national or regional " truck stops" or " travel centers" as such terms are generally understood in the trucking industry, including successors to any of the foregoing. For purposes of the foregoing, " regional" shall mean operating or franchising twenty five (25) or more travel centers or truck stop locations principally on or adjacent to the interstate highways. For purposes of this Agreement, " TA Competitor" shall also include any person or entity that is controlled by or under common control with a TA Competitor. " TA Proprietary Information" means confidential and proprietary information provided by Retailer to Supplier including, without limitation with respect to Retailer' s customers, pricing formula, pricing methodology, vendors, fuel purchase programs and terms, fuel delivery programs, strategy, development plans, fuel volumes, marketing programs, methods of operations, contracts, and financial information (including without limitation, administrative expenses, overhead and revenues and income). TA Proprietary Information does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) becomes available on a nonconfidential basis from a source, other than Retailer, under circumstances that a reasonable person would believe after due inquiry that the source is not bound by any agreement of confidentiality, or (iii) was known on a nonconfidential basis prior to disclosure by Retailer. " Termination Event" means the occurrence of a Change of Control of Supplier or Supplier Parent where (i) fifty percent (50%) or more of the voting control of Supplier or Supplier Parent is acquired, directly or indirectly, by a TA Competitor, or (ii) the entity which acquires all or substantially all of the assets of Supplier is a TA Competitor or fifty percent (50%) or more of such entity' s voting control is owned, directly or indirectly, by a TA Competitor. " Transaction Fees" means the fees charged to Retailer on a per gallon or per transaction basis by data collection and card-processing services, such as Trendarae services provided by Comdata Corporation, attributable to the sales of Pathway Network Fuel. 2. Affiliation. (a) Except as expressly provided otherwise herein, Supplier hereby agrees to deliver and sell fuel to Retailer and to purchase fuel from Retailer associated with Supplier' s Pathway Network Customers pursuant to this Agreement and otherwise affiliate with Retailer pursuant to all of the provisions of this Agreement for all Retailer Operated locations and Retailer hereby agrees to accept and purchase fuel from Supplier and to sell fuel to Supplier associated with Supplier' s customers at all of its Retailer Operated locations pursuant to this Agreement and otherwise affiliate with Supplier pursuant to all [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


of the provisions of this Agreement. (b) Within ninety (90) days after the date of this Agreement, Retailer will designate participation in Pathway as a " Core Program" for its current and future Franchise Affiliates, where permitted by applicable law. Participation by each Franchise Affiliate shall be subject to the Franchise Affiliate entering into a separate agreement with Supplier setting forth the terms of such Franchise Affiliate' s participation acceptable to Supplier, which agreement will provide the Franchise Affiliate the right to approve any customer deals involving retailer fees for the Franchise Affiliate less than [*] per gallon. Retailer and Supplier recognize the importance to the Pathway Fuel Supply Plan for every location identified with Retailer' s trademarks to be part of the Pathway Network. In this regard, Retailer and Supplier agree to use their respective best efforts (but which will not include any reduction of fees or economic incentives) to cause each and every Franchise Affiliate to become a part of the Pathway Network and enter into a separate agreement with Supplier. Retailer and Supplier will cooperate and coordinate any presentations, meetings and discussions reasonably requested by Supplier or Retailer with any Franchise Affiliate relating to such Franchise Affiliate' s participation in the Pathway Network and any operating and other issues as a member of the Pathway Network. Supplier hereby acknowledges that the Franchise Affiliate locations are operated by independent franchisees not under the control of Retailer. Accordingly, Supplier shall have no recourse against Retailer for any acts or omissions of its Franchise Affiliates. In furtherance and not in limitation of the foregoing, Retailer shall not be required to terminate or to threaten to terminate the franchise agreement of any Franchise Affiliate that is not in the judgment of Supplier performing in accordance with such Franchise Affiliate' s separate agreement with Retailer or such Franchise Affiliate' s separate agreement with Supplier. 3. Term . Except as provided in Sections 4 and 12(b)(3), this Agreement shall commence effective October 3, 2005 (the " Effective Date" ) and shall terminate on October 3, 2015, unless extended or renewed by mutual written agreement (as extended or renewed, the " Termination Date" ). In the event the parties have not extended or renewed the Agreement by the date which is one year prior to the Termination Date (the " Transition Date" ) the provisions of Section 4(g)(iii) shall apply as if a Cancellation Notice were given on the Transition Date. 4. Termination; Cancellation. This Agreement may be terminated or cancelled prior to the Termination Date if: [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


(a) As to any specific Retailer Operated location, but not as to the entire Agreement, an Event of Default has occurred and remained uncured for a period of thirty (30) days after the defaulting party has received a Notice to Cure from the non- defaulting party. In such event, but only as to the specific Retailer Operated location(s) to which the Event of Default applies, the non-defaulting party may elect within seven (7) days after the expiration of the Notice to Cure period to terminate this Agreement by rendering written notice thereof. (b) As to the entire Agreement, and not just as to any specific truckstop location, an Event of Default has occurred and remained uncured for a period of thirty (30) days after the defaulting party has received a Notice to Cure from the non-defaulting party. In such event the non-defaulting party may elect within seven (7) days after the expiration of the Notice to Cure period to terminate this Agreement by rendering written notice thereof and in such event the provisions of Section 4(g)(3) shall apply as if a Cancellation Notice were given. (1) For purposes of subsections (a) and (b) immediately above the term " Event of Default" shall mean (i) a failure to comply with any material provision of this Agreement and (ii) the violation of any law, ordinance, rule or regulation the effect of which is to have a material and adverse affect on the business of the non-defaulting party (and there is no good-faith challenge being asserted by the alleged defaulting party as to the viability or applicability of such law, ordinance, rule or regulation). (c) As to the entire Agreement, and with no Notice to Cure required, but with a written notice of termination required, if the defaulting party shall become insolvent or make a general assignment for the benefit of creditors, or if a petition in bankruptcy is filed by the defaulting party or such a petition is filed against the defaulting party and consented to by it, or if the defaulting party is adjudicated a bankrupt, or if a bill in equity or other proceeding for the appointment of a receiver for the defaulting party or other custodian for the defaulting party' s business or assets is filed and consented to by the defaulting party, or if a receiver or other custodian of the defaulting party' s assets or property is appointed by any court, or if proceedings for a composition with creditors under any state or federal law should be instituted by or against the defaulting party. (d) As to any specific truckstop location, if Retailer ceases doing business at that location or fails to cure any material breach of any lease or sublease within a reasonable period of time after receiving written notice to do so. In the event Supplier terminates for failure to cure any material breach of any lease or sublease, Supplier must provide Retailer a written notice to terminate.


(1) For purposes of subsection (d) immediately above, if Retailer ceases doing business at any specific truckstop location because of either eminent domain or location destruction, then Supplier' s right to terminate this Agreement as to that specific truckstop location shall no longer exist if Retailer notifies Supplier in writing that it intends to rebuild in that Market and continue under the Pathway program. In such event Supplier shall be entitled to temporarily affiliate with another truckstop operator in that Market but only for the greater of (i) a period of one (1) year or (ii) the period of time it takes to reopen the truckstop. (2) Retailer may, in the ordinary course of business, close or sell specific truckstops and such truckstops will then be terminated from the Pathway Network without constituting a breach or default under this Agreement. (e) For purposes of this Agreement, any of Retailer' s truckstop locations that are terminated from the Pathway Network under this Section 4 shall no longer be considered Retailer Operated. (f) Notwithstanding anything contained herein to the contrary, the right of either party to terminate this Agreement shall be suspended if (i) as to subsections (a) and (b) immediately above, prior to the end of the cure period and (ii) as to subsections (c) and (d) immediately above (except where the termination results from a cessation of business), within seven (7) days from receiving the written notice to terminate, the defaulting party sends a notice to mediate the subject of the termination pursuant to Section 26, then the non-defaulting party' s right to terminate must await the result of the mediation or arbitration. (g) Upon the occurrence of each Cancellation Event the following provisions shall apply: (1) If the Change of Control is a result of a sale, lease, exchange, transfer or other disposition of substantially all of the assets of Retailer or Supplier, this Agreement and any and all addendums hereto shall be transferred to and assumed by the person acquiring such assets, otherwise this Agreement and all addendums shall continue to be binding upon the Supplier and the Retailer and any successors, as applicable. (2) Notwithstanding clause (i) above, upon the occurrence of any Cancellation Event, the Acquired Party shall have the right to cancel this Agreement by giving the other party written notice thereof at any time during the first six (6) months following the effective date of the Change of Control (" a Cancellation Notice" ), which cancellation shall then be effective eighteen (18) months following the date of the Cancellation Notice.


(3) If a Cancellation Notice is timely given, Supplier, as part of its preparation for conducting business following cancellation of this Agreement, which business could include directly competing with Retailer, may, during the first twelve (12) months following the date of the Cancellation Notice (the " Exclusive Transition Period" ), notwithstanding the provisions of Sections 6 and 10(b) or any other provision or restriction, ullet take any and all steps it may elect to set up alternative truckstop/travel center locations within any Market, ullet negotiate and enter into arrangements or ventures with competitors of Retailer, including any TA Competitor, ullet arrange for alternative or substitute fuel supply arrangements for Pathway Network Customers, and ullet notify Pathway Network Customers, subject to Section 6(d)(4),but [*], it being understood that Supplier is relieved of no other provision of this Agreement, including, without limitation, its continuing obligations regarding confidential information contained in Section 17. Similarly, in the event of a Cancellation Notice, Retailer, as part of its preparation for conducting business following termination, which business could include directly competing with Supplier, may, during the Exclusive Transition Period, notwithstanding the provisions of Sections 6 or 10(b) or any other provision or restriction, ullet take steps to set up fuel risk management programs, ullet negotiate and enter into arrangements or ventures with competitors of Supplier, and ullet respond to inquiries from customers who were aware of the pending termination of this Agreement from a source other than Retailer, as to the timing of the termination and Retailer' s general plans as to fuel risk management programs; provided, however, such responses will not include any solicitation, quotation or offer of fuel business with such customer, and will not advise, solicit or promote any specific terms of any fuel hedging [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


or other risk management programs contemplated or put in place by or for Retailer (except those otherwise permitted by subsection 6(c)),but [*], it being understood that Retailer is relieved of no other provision of this Agreement, including, without limitation, its continuing obligations regarding confidential information contained in Section 17. (4) During the six (6) month period commencing with the end of the Exclusive Transition Period and ending on the cancellation date of the Agreement (the " Nonexclusive Transition Period" ), the exclusivity provisions of Section 6 shall be of no further effect and either party may compete directly with the other party. During the Nonexclusive Transition Period, ullet Supplier and Retailer will continue to supply fuel in accordance with the terms of this Agreement for any Pathway Network Customers who elect to continue to purchase fuel pursuant to Pathway at Retailer' s locations. ullet Retailer will continue to make available to all Pathway Network Customers its truckstop locations in accordance with the terms of this Agreement. ullet Supplier and Retailer will continue to make payments and settlements in accordance with the terms of this Agreement.Notwithstanding the terms of Section 7, Supplier and Retailer shall not be obligated to add additional Retailer Operated locations to the Pathway Network during the Exclusive Transition Period or Nonexclusive Transition Period.(5) Supplier and Retailer will honor, in accordance with their terms, any separate written agreements entered with respect to any customers which have been authorized and approved in writing by both Retailer and Supplier. (h) Upon the occurrence of a Termination Event, the following provisions shall apply: (1) This Agreement will terminate effective sixty (60) days after the closing of such Change of Control transaction (the " Competitor Closing" ). (2) Supplier will advise Retailer [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


promptly upon Supplier or Supplier Parent entering into a definitive agreement, the consummation of which would result in a Termination Event, and upon a Termination Event occurring (the " Termination Notice" ). (3) From the date of the Termination Notice to the Competitor Closing (the " Termination Waiting Period" ), Supplier, as part of its preparation for conducting business following termination of this Agreement, which business could inc ...