Exhibit 10.1


 


 


AMENDMENT NO. 4 TO


OPERATING AGREEMENT


 


                THIS AMENDMENT NO. 4 TO
OPERATING AGREEMENT is made and entered into as of August 12, 2008 by and
between Daimler Trucks North America LLC, F/K/A Freightliner Corporation and
Freightliner LLC (“DTNA”), on the one hand and TA Operating LLC (successor by
conversion to TA Operating Corp.) (“TA Operating”),  TA Franchise Systems LLC (successor by
conversion to TA Franchise Systems Inc. (“TA Franchise”) and Petro Stopping
Centers, L.P. (“Petro”) on the other hand.


 


RECITALS


 


                A.            DTNA, TA Operating, and TA Franchise are parties to that
certain Operating Agreement dated July 21, 1999, as previously amended by
that certain Amendment No. 1 to Operating Agreement dated November 9,
2000, that certain Amendment No. 2 to Operating Agreement dated April 15,
2003, and that certain Amendment No. 3 to Operating Agreement dated July 26,
2006 (all collectively referred to herein as the “Operating Agreement”).


 


                B.            The parties have agreed to amend the Operating Agreement
in accordance with Section 8.5 thereof, as set forth herein.


 


THEREFORE,
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.             All references in the Operating
Agreement to “Freightliner” or “Freightliner Corporation” or “Freightliner LLC”
are hereby deemed to be to Daimler Trucks North American LLC.  The parties acknowledge and understand that
this is a change of name only and has no legal effect on the validity of the
contract or otherwise.


 


                2.             The parties desire to add Petro as a party to the
Operating Agreement. Petro has become an affiliate of TA Operating and TA
Franchise, and Petro, TA Operating and TA Franchise are all wholly-owned
subsidiaries of TravelCenters of America LLC. 
All references in the Operating Agreement to “TA Operations” are hereby
deemed to refer collectively to TA Operating, TA Franchise and Petro.


 


3.             The parties agree that, as of the
date hereof, Petro shall become a party to the Operating Agreement and the
following defined terms in the Operating Agreement shall have the following
meaning:


 


“TravelCenters
Locations”, “COCOs” and “FE Locations” shall be deemed to include the stopping
center sites with repair facilities which are owned or leased by Petro and
operated by Petro or TA under the “Petro” trademark.


 


 

















 


 


4.             Section 6.1 of the Operating
Agreement is hereby replaced and amended to read in its entirety:


 


                                6.1          Term.  This Agreement shall have an initial term of
twenty 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,
2019.  This Agreement shall also be
terminable by either party in accordance with Section 6.2 or by DTNA 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.”


 


                5.             The parties acknowledge that the Stockholders’ Agreement
(as such term is defined in the Operating Agreement) is no longer in effect.


 


                6.             DTNA acknowledges that TA Operating contemplates merging
with Petro (with TA Operating as the surviving entity) and that DTNA’s consent
is not required for any such merger.


 


7.             Except as amended hereby, the
Operating Agreement shall remain in full force and effect.


 


                IN WITNESS WHEREOF, the parties
hereto, have caused their duly authorized representative to execute this
Amendment No. 4 to Operating Agreement as of the date first hereinabove
written.


 


	
   

  	
  DAIMLER TRUCKS NORTH
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Conlan

  
	
   

  	
  Name:

  	
  Jack Conlan

  
	
   

  	
  Title:

  	
  Sr. Vice President

  



 


	
   

  	
  TA OPERATING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
  Name:

  	
  Thomas M. O’Brien

  
	
   

  	
  Title:

  	
  President and CEO

  



 


 

















 


 


	
   

  	
  TA FRANCHISE SYSTEMS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
  Name:

  	
  Thomas M. O’Brien

  
	
   

  	
  Title:

  	
  President and CEO

  



 


	
   

  	
  PETRO STOPPING CENTERS,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
  Name:

  	
  Thomas M. O’Brien

  
	
   

  	
  Title:

  	
  President and CEO