EXHIBIT 10.7
Amendment No. 2 to Operating Agreement
THIS AMENDMENT NO. 2 TO OPERATING AGREEMENT ("Amendment") is made and
effective as of April 15, 2003, by and among TA Operating Corporation, a
Delaware Corporation ("TA Operating"), TA Franchise System, Inc., a Delaware
Corporation ("TA Franchise") and Freightliner LLC, a Delaware Limited
Liability Company ("Freightliner").
WITNESSETH:
WHEREAS, TA Operating, TA Franchise and Freightliner are parties to
that certain Freightliner Express Operating Agreement dated July 21, 1999
(the "Operating Agreement"); and
WHEREAS, TA Operating, TA Franchise and Freightliner have agreed to
amend the Operating Agreement, in accordance with Section 8.5 thereof,
pursuant to the terms set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The Definitions listed below that are found in the "Definitions"
Section of the Operating Agreement are hereby added or deleted
and replaced as follows:
"FCCC" shall mean Freightliner Custom Chassis Corporation, a
wholly owned subsidiary of Freightliner headquartered in Gaffney,
South Carolina that manufactures, among other things, vehicle
chassis.
"FE Service Menu" shall mean the Freightliner Express Service
Menu adopted from time to time by mutual agreement of
Freightliner and TA Operations specifying the warranty and repair
services to be provided by FE Locations to Freightliner Vehicles,
which the parties intend will be limited to services that
generally can be performed in 1.5 hours or less or are otherwise
agreed by Freightliner and TA Operations to be within the scope
of the Services, as set forth on EXHIBIT 1.3 as updated from time
to time by Freightliner and TA Operations. "FE Service Menu"
shall also include certain warranty repairs and services on
vehicle chassis manufactured by FCCC, as set forth on EXHIBIT 1.4
as updated from time to time by mutual agreement of Freightliner
and TA Operations.
"Freightliner Products" shall mean Freightliner Vehicles,
Freightliner-Sourced Parts and vehicle chassis and parts
manufactured by FCCC.
"Freightliner Vehicles" shall mean the trucks and chassis sold by
FCCC or Freightliner or those listed for sale by Freightliner
that bear the "Freightliner" name and utilize
Freightliner-approved parts.
2. This Amendment shall be effective for a period of one year from
the effective date. Upon expiration of this one-year term, the
original terms and conditions of the Operating Agreement shall be
controlling in all respects unless this Amendment is extended by
mutual written agreement of TA Operating, TA Franchise and
Freightliner. This Amendment shall apply to the FE location at
Brunswick, Georgia, and any additional FE Locations added by
mutual agreement of TA Operating, TA Franchise and Freightliner.
3. Except as set forth in this Amendment, all other terms and
conditions of the Operating Agreement shall remain in full force
and effect.
TA OPERATING CORPORATION d/b/a
TRAVELCENTERS OF AMERICA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President and Marketing
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TA FRANCHISE SYTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President, Franchising
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FREIGHTLINER LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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Service & Parts