EXHIBIT 10.8
AMENDMENT NO. 3 TO
OPERATING AGREEMENT
THIS AMENDMENT NO. 3 TO OPERATING AGREEMENT ("AMENDMENT") is executed
as of July 26, 2006 by and among TA Operating Corporation, a Delaware
corporation ("TA OPERATING"), TA Franchise Systems Inc., a Delaware
corporation ("TA FRANCHISE") and Freightliner LLC, a Delaware limited
liability company that was formerly a Delaware corporation known as
Freightliner Corporation ("FREIGHTLINER").
WITNESSETH:
WHEREAS, TA Operating, TA Franchise and Freightliner are parties to
that certain Freightliner Express Operating Agreement dated July 21, 1999, as
previously amended by that certain Amendment No. 1 to Operating Agreement
dated November 9, 2000, and that certain Amendment No. 2 to Operating
Agreement dated April 15, 2003 (the "OPERATING AGREEMENT"); and
WHEREAS, TA Operating, TA Franchise and Freightliner have agreed to
amend further 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. Section 6.1 of the Operating Agreement shall be deleted in its
entirety and replaced as follows:
"6.1 TERM. This Agreement shall have an initial term of fifteen
years and thereafter shall be terminable upon six months' advance notice
given by either party to the other. For purposes of clarification, the
initial term shall expire on July 20, 2014. This Agreement shall also be
terminable by either party in accordance with Section 6.2 or
by Freightliner in accordance with Section 8.4. Except as otherwise provided
in Section 6.2 or Section 8.4, any notice of termination may be given no
earlier than the date six months prior to the expiration date of the initial
term and the effective date of termination shall be the date six months after
the date of the giving of such notice. Until an effective notice of
termination is given by either party and the effective date of the
termination is reached, this Agreement shall continue in full force and
effect."
2. Except as set forth in this Amendment, all other terms and
conditions of the Operating Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Amendment as of the date first above written.
FREIGHTLINER LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
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TA OPERATING CORPORATION d/b/a
TRAVELCENTERS OF AMERICA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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TA FRANCHISE SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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