TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS, MEMORANDA, PROPOSALS,
NEGOTIATIONS, DISCUSSIONS, TERM SHEETS AND COMMITMENTS WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER CHANGES OR
MODIFICATIONS TO THE LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS, OR
WAIVERS OF OR CONSENTS UNDER ANY PROVISIONS OF ANY OF THE FOREGOING, ARE
INTENDED OR IMPLIED BY THIS AMENDMENT, AND IN ALL OTHER RESPECTS THE FINANCING
AGREEMENTS ARE HEREBY SPECIFICALLY RATIFIED, RESTATED AND CONFIRMED BY ALL
PARTIES HERETO AS OF THE EFFECTIVE DATE OF THIS AMENDMENT.
THE APPLICABLE
PROVISIONS OF THIS AMENDMENT AND THE LOAN AGREEMENT SHALL BE READ AND
INTERPRETED AS ONE AGREEMENT. TO THE EXTENT THAT ANY PROVISION OF THE LOAN
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS CONFLICTS WITH ANY PROVISION
OF THIS AMENDMENT, THE PROVISION OF THIS AMENDMENT SHALL CONTROL.
8.
FURTHER ASSURANCES. BORROWERS AND GUARANTORS SHALL EXECUTE AND
DELIVER SUCH ADDITIONAL DOCUMENTS AND TAKE SUCH ADDITIONAL ACTION AS MAY BE
REASONABLY REQUESTED BY AGENT TO EFFECTUATE THE PROVISIONS AND PURPOSES OF THIS
AMENDMENT.
9.
GOVERNING LAW.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
THIS AMENDMENT AND THE OTHER FINANCING AGREEMENTS (EXCEPT AS OTHERWISE PROVIDED
THEREIN) AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES
HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS
OF LAW OR OTHER RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
10.
BINDING EFFECT. THIS AMENDMENT
SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF EACH OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
11.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
IN MAKING PROOF OF THIS AMENDMENT, IT SHALL NOT BE NECESSARY TO
PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART HEREOF SIGNED BY EACH OF THE
PARTIES HERETO.
THIS AMENDMENT
MAY BE EXECUTED AND DELIVERED BY TELECOPIER (OR
OTHER ELECTRONIC TRANSMISSION OF A MANUALLY EXECUTED COUNTERPART) WITH THE SAME
FORCE AND EFFECT AS IF IT WERE A MANUALLY EXECUTED AND DELIVERED COUNTERPART.
ANY PARTY DELIVERING AN EXECUTED COUNTERPART OF THIS AMENDMENT BY TELECOPIER (OR
OTHER ELECTRONIC TRANSMISSION OF A MANUALLY EXECUTED COUNTERPART) SHALL ALSO
DELIVER AN ORIGINAL EXECUTED COUNTERPART OF THIS AMENDMENT, BUT
THE FAILURE TO DELIVER AN ORIGINAL EXECUTED COUNTERPART SHALL NOT AFFECT THE
VALIDITY, ENFORCEABILITY, AND BINDING EFFECT OF THIS AMENDMENT AS TO SUCH PARTY
OR ANY OTHER PARTY.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the day and year first above written.
BORROWERS
TRAVELCENTERS OF AMERICA LLC
By:
Andrew J. Rebholz
Title:
Treasurer
TA LEASING LLC
By:
Andrew J. Rebholz