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As filed with the Securities and Exchange Commission on January 12, 2007

Registration No. 333-139272

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TravelCenters of America LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 		  5531
(Primary Standard Industrial
Classification Code Number) 		  20-5701514
(I.R.S. Employer
Identification Number)

400 Centre Street
Newton, MA 02458
(617) 964-8389
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)


John G. Murray, President
c/o Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458
(617) 964-8389
(Name, address, including zip code, telephone number,
including area code, of agent for service)
 
Copy to:
William J. Curry, Esq.
Edwin L. Miller, Jr., Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800

         Approximate date of commencement of proposed distribution to the public: As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 12, 2007

PROSPECTUS

Distribution by Hospitality Properties Trust
to its Shareholders of
All Outstanding Common Shares of
TravelCenters of America LLC

        We are furnishing this prospectus to the shareholders of Hospitality Properties Trust, or Hospitality Trust, a Maryland real estate investment trust. We are currently a wholly owned subsidiary of Hospitality Trust. Hospitality Trust will distribute all of our outstanding common shares as a special distribution to its shareholders. This distribution is contingent upon the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc.

        Shareholders of Hospitality Trust will receive one of our shares for every ten Hospitality Trust common shares owned on January [    ], 2007. The distribution will be made on or about January 31, 2007.

        We have applied for the listing of our common shares on the American Stock Exchange, or AMEX, under the symbol "TA". Hospitality Trust common shares will continue to trade on the New York Stock Exchange, or NYSE, under the symbol "HPT". This distribution of our common shares is the first public distribution of our shares. Accordingly, we can provide no assurance to you as to what the market price of our shares may be.

        Although we are a limited liability company, our common shares will have the voting, dividend and liquidation rights that are generally associated with common stock.

         Investment in our shares involves risks. You should read this entire prospectus carefully, including the section entitled "Risk Factors" that begins on page 8 of this prospectus, which describes the material risks.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful and complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2007 .


TABLE OF CONTENTS

 
  Page
Questions and Answers About the Spin Off   ii
Summary   1
Risk Factors   8
The Spin Off   13
Dividend Policy   16
Capitalization   16
The Company   16
Selected Historical Financial Information   34
Management's Discussion and Analysis of Financial Condition and Results of Operations   35
Management   48
Security Ownership After the Spin Off   57
Certain Relationships   59
Federal Income Tax Considerations   60
Shares Eligible for Future Sale   70
Description of our Limited Liability Company Agreement   70
Anti-Takeover Provisions   78
Liability of Shareholders for Breach of Restrictions on Ownership   79
Transfer Agent and Registrar   79
Plan of Distribution   79
Legal Matters   79
Experts   79
Where You Can Find More Information   80
Index to Financial Statements and Schedules   F-1


ABOUT THIS PROSPECTUS

        You should rely only on the information contained in this prospectus. Neither we nor Hospitality Trust has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and Hospitality Trust believe that the information contained in this prospectus is accurate as of the date on the cover. Changes may occur after that date, and we and Hospitality Trust do not expect to update this information except as required by applicable law.

        At the present time we are, and until the time of the acquisition by Hospitality Trust of TravelCenters of America, Inc. we will be, a shell entity that has nominal assets and no liabilities, and is wholly owned by Hospitality Trust. TravelCenters of America, Inc. will become wholly owned by us after Hospitality Trust acquires it. We will then restructure the business of TravelCenters of America, Inc., after which Hospitality Trust will complete the spin off described herein. After the spin off we will continue the business of TravelCenters of America, Inc. including its day to day operations but because of the restructuring, other aspects of the business as conducted by us will be materially different than the business as it was historically conducted, as more fully described in "Selected Historical Financial Information" beginning on page 34.

        Some of the descriptive material in this prospectus refers to the assets, liabilities, operations, results, activities or other attributes of the historical business conducted by TravelCenters of America, Inc. as if it had been conducted by us. For example, "our brands", "our assets" or similar words have been used in historical or current contexts to describe those matters which, while clearly attributable to our predecessor, will have continuing relevance to us after the acquisition, the restructuring and the spin off. However, because our business as a whole will be materially different following the restructuring and spin off from the business historically conducted by TravelCenters of America, Inc., none of these references are intended to imply that the historical business, financial position, results of operations or cash flows are indicative of our business, financial position, results of operations or cash flows at any future date or for any future period.

i


QUESTIONS AND ANSWERS ABOUT THE SPIN OFF

Q:
How many common shares of TravelCenters of America LLC will I receive?

A:     Hospitality Trust will distribute to you one of our common shares for every ten common shares of Hospitality Trust you own on January [    ], 2007, the distribution record date.

Q:
What are shares of TravelCenters worth?

A:     The value of our shares will be determined by their trading price after the spin off. We do not know what the trading price will be and we can provide no assurance as to value.

Q:
What will Hospitality Trust do after the spin off?

A:     Hospitality Trust will continue to operate as a real estate investment trust, or REIT. Immediately after the spin off, Hospitality Trust will own 146 travel centers leased to us and 310 hotels. In the future, Hospitality Trust may purchase additional properties, and some of these additional properties may be leased to us.

Q:
Will the spin off affect my cash distributions from Hospitality Trust?

A:     No. Hospitality Trust expects to continue quarterly cash distributions of $0.74/share ($2.96/share per year). We do not expect to make distributions to our shareholders in the foreseeable future.

Q:
Will TravelCenters shares be listed on a stock exchange?

A:     Yes. We have applied for the listing of our common shares on the AMEX under the trading symbol "TA".

Q:
Will my Hospitality Trust shares continue to be listed on an exchange?

A:     Yes. Hospitality Trust's common shares will continue to be listed on the NYSE under the symbol "HPT". The number of Hospitality Trust common shares you own will not change as a result of the spin off.

Q:
What are the tax consequences to me of the spin off?

A:     Your initial tax basis in the shares that you receive in the spin off will be determined by their trading price at the time of the spin off. The spin off will be a taxable distribution and a portion of the value you receive will be treated for tax purposes as ordinary income, capital gains or a reduction in your tax basis in your Hospitality Trust shares. Hospitality Trust will notify you after year end 2007 of the tax attributes of this spin off on Internal Revenue Service, or IRS, Form 1099.

Q:
Are there any unusual tax consequences to me arising from the fact that TravelCenters of America LLC is organized as a limited liability company?

A:     No. Despite the legal structure of our organization, we will be a corporation for U.S. federal income tax purposes.

Q:
What do I have to do to receive my TravelCenters shares?

A:     No action by you is required. If your Hospitality Trust common shares are held in a brokerage account, our common shares will be credited to that account. If you hold Hospitality Trust common shares in certificated or book entry form, your ownership of our shares will be recorded in the books of our transfer agent and a statement evidencing your ownership will be mailed to you. We will not issue certificates representing our common shares. No cash distributions will be paid and fractional shares will be recorded on the books of our transfer agent as necessary.

ii


SUMMARY


The Distribution

Distributing company   Hospitality Trust.

Shares to be distributed
 
All of our common shares, representing all of our limited liability company interests. Hospitality Trust will not retain any of our shares. The spin off is conditioned on the closing of Hospitality Trust's acquisition discussed below.

Distribution ratio and record date
 
One of our common shares will be distributed for every ten common shares of Hospitality Trust owned on the record date of January [    ], 2007. No cash distributions will be paid and, if necessary, fractional shares will be distributed.

No payment required
 
No holder of Hospitality Trust shares will be required to make any payment, exchange shares or to take any other action in order to receive our common shares.

Distribution date
 
The spin off distribution date will be on or about January 31, 2007.

Federal income tax consequences
 
Our shares distributed to you in the spin off will be treated for tax purposes like other distributions from Hospitality Trust. The total value of this distribution, as well as your initial tax basis in our shares, will be determined by the trading price of our common shares at the time of the spin off. A portion of the value of this distribution will be taxable to you and the remainder, if any, will be a reduction in your tax basis in your Hospitality Trust shares.

 
 
Unlike many limited liability companies, we will be a corporation for U.S. federal income tax purposes.

Hospitality Trust acquisition
 
In September 2006, Hospitality Trust agreed to acquire through merger TravelCenters of America, Inc. from a group of private investors. The business of TravelCenters of America, Inc. includes the ownership of a substantial amount of real estate, the operation of this real estate as travel centers and other related business activities. Hospitality Trust expects to complete this acquisition in early 2007. The acquisition will be funded with cash; all of the debt of TravelCenters of America, Inc. will be repaid and its existing credit agreement will be terminated. The spin off will not occur if Hospitality Trust does not acquire TravelCenters of America, Inc.
         

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Restructuring and spin off
 
Upon closing of its acquisition by Hospitality Trust, TravelCenters of America, Inc. will become our subsidiary. We will restructure the business of TravelCenters of America, Inc. The principal effect of this restructuring will be that Hospitality Trust will become the owner of 146 travel centers now owned by TravelCenters of America, Inc., and we will lease these travel centers from Hospitality Trust after the spin off. Hospitality Trust will also become the owner of the "TravelCenters" and "TA" brand names and certain other assets. We will retain the remaining assets and related liabilities of TravelCenters of America, Inc. and continue its business activities after the spin off.

Reasons for the spin off
 
Hospitality Trust is a REIT. We are not a REIT. We were created to conduct the activities of TravelCenters of America, Inc. that cannot be conducted by a REIT under the Internal Revenue Code of 1986, as amended, or IRC. Shareholders who continue to own our common shares and common shares of Hospitality Trust will be able to participate in REIT qualified ownership of real estate in Hospitality Trust, as well as in our business operations.

Conflicts of interest
 
We were formed for the benefit of Hospitality Trust and not for our own benefit. Our formation allows Hospitality Trust to acquire and retain ownership of 146 travel centers without adverse tax consequences to Hospitality Trust. Because we were formed to benefit Hospitality Trust, some of our contractual relationships and the terms of our initial business operations may provide more benefits to Hospitality Trust than to us.

 
 
We will be subject to conflicts of interest, including the following:

 
 
•
 
Two of our five directors, Mr. Barry M. Portnoy and Mr. Arthur G. Koumantzelis, are currently trustees of Hospitality Trust, and Mr. Portnoy will remain a trustee of Hospitality Trust after the spin off. Another of our directors, Mr. Thomas M. O'Brien, was an executive officer of Hospitality Trust until 2003. Initially and for the foreseeable future, a substantial majority of our business will be conducted at travel centers which we will lease from Hospitality Trust.
         

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•
 
Mr. Portnoy is the majority owner of Reit Management & Research LLC, or Reit Management. Reit Management is the manager for Hospitality Trust and will also provide services to us. Mr. O'Brien and Mr. John R. Hoadley, our treasurer, are employed by Reit Management, will continue to be so employed after the spin off and will be active in our management.

 
 
Some of our business may be on terms which are less favorable to us than terms we might have achieved if this history and these conflicts did not exist.

Distribution agent, transfer agent and registrar
 
Wells Fargo Bank, N.A., will be the distribution agent, transfer agent and registrar for our shares.

Listing
 
There is currently no public market for our shares. We have applied to list our common shares on the AMEX under the symbol "TA". We expect trading will commence on a "when issued" basis on or around the distribution record date. The listing of our shares does not ensure that an active trading market for our shares will be available to you.


The Company

 
   
   
General   We were formed in 2006 under Delaware law as a limited liability company. Immediately after the spin off our principal place of business will be 24601 Center Ridge Road, Westlake, Ohio 44145, and our telephone number will be (440) 808-9100.

Business
 
We operate and franchise a nationwide network of 163 hospitality and fuel service areas primarily along the U.S. interstate highway system. Our network includes 162 locations in 40 states in the U.S. and one location in Ontario, Canada. Included in our 163 locations are 146 locations which we will lease from Hospitality Trust, 13 locations owned and operated by franchisees, and four locations that we own or which we lease from or manage for other parties. Our typical location includes:

 
 
•
 
over 20 acres of land with parking for 170 tractor trailers and 100 cars;

 
 
•
 
a 150 seat, full service restaurant and one to three quick service restaurants, or QSRs, operated as a franchise under various brands;

 
 
•
 
a truck repair facility and parts store;
         

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•
 
multiple diesel and gasoline fueling points; and

 
 
•
 
a travel and convenience store, game room, lounge and other amenities for professional truck drivers and motorists.

 
 
In addition, some travel centers include a hotel.

Growth strategy
 
We expect to continue many of the growth strategies historically employed by our predecessor, TravelCenters of America, Inc.

 
 
•
 
Expansion through Organic Growth. We plan to continue to increase the standardization of the appearance of, and the services available at, our travel centers and to continue our customer loyalty and customer satisfaction programs in order to attract professional truck drivers and motorists to our travel centers.

 
 
•
 
Expansion through Acquisition. We may pursue strategic acquisitions. We believe that the financial results achievable at existing travel centers can be improved by adding them to our network. Our predecessor purchased a travel center in Illinois in November 2006 and converted it to the TA brand. We expect to regularly evaluate opportunities to expand our network through acquisitions. As of the date of this prospectus, we do not have any commitments, understandings or agreements to acquire travel centers.

 
 
•
 
Expansion through Development. Our development designs combine an efficient site layout with nationally branded QSRs and a wide variety of products and services. Our "prototype" design is generally appropriate for markets in which we can obtain large parcels of land and which have sufficient customer demand to support a full service restaurant. Our "protolite" design requires significantly less land than our prototype design, and enables us to quickly gain a presence in smaller markets. As of September 30, 2006, our predecessor owned or had under agreement three parcels of land suitable for development of new travel centers.

 
 
•
 
Expansion through Franchising. Opportunities to expand our network may not always be available to us as acquisition or development opportunities. In those cases, we may seek to expand our franchisee network.
         

4


Rights of first refusal
 
In connection with the spin off, we will give Hospitality Trust or any other public entity affiliate of Reit Management the opportunity to acquire or finance any real estate investments of the types in which those entities invest before we do so. We will also provide Hospitality Trust the right to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, mortgage or otherwise finance that travel center with another party. At present, we expect that our future business will be focused principally upon leasing, operating, managing, developing, acquiring and franchising travel centers, including additional travel centers which we may lease from Hospitality Trust.

Initial capitalization
 
At the time of the spin off our principal assets will be cash, receivables and inventory. Net of trade and other payables, these assets will total about $200 million. We will have no funded debt at the time of the spin off.

Management
 
We expect several management employees of TravelCenters of America, Inc. to be named as our officers. We expect to supplement these senior management employees, initially, with senior employees of Reit Management and we will enter an agreement with Reit Management to obtain other services, including certain real estate services and certain services which are required for our operations as a publicly owned company.

Dividend policy
 
We do not expect to pay dividends.

Risk factors
 
Your ownership of our common shares will involve the following risks:

 
 
•
 
No market exists for our shares; we do not know the price at which our shares will trade.

 
 
•
 
Shareholders who receive shares in spin offs often sell those shares; such sales may lower the market price of our shares.

 
 
•
 
Our operating margins are small; small changes in our revenues or operating expenses may cause us to experience losses.

 
 
•
 
Interruptions in the availability of fuel may cause us to experience losses.

 
 
•
 
We regularly incur environmental clean up costs; these costs may become more than we can afford.

 
 
•
 
Our franchisees may become unable to pay the royalties and other amounts due to us.
         

5


 
 
•
 
Our management team has been recently assembled from Hospitality Trust and its affiliates and from TravelCenters of America, Inc. and it may not be able to work together successfully.

 
 
•
 
The expenses we incur after the spin off are expected to be higher than those expenses incurred by our predecessor; this could result in a prolonged period of substantial losses. The persistence of such losses over an extended period of time would likely have a material negative impact on our business and on the market price of our common shares.

 
 
•
 
We may be unable to satisfy reporting requirements for publicly owned companies or we may have to increase our expenses to do so.

 
 
•
 
Our continuing relationships with Hospitality Trust and Reit Management may cause conflicts of interest.

 
 
•
 
Various provisions in our governing documents and our contracts with Hospitality Trust and Reit Management may prevent a change of control of us.

6


Organization and relationships

        The following charts illustrate the acquisition of TravelCenters of America, Inc. by Hospitality Trust, the reorganization and spin off and the resulting ownership and contractual relationships among us, Hospitality Trust and Reit Management.

The Acquisition

         LOGO

The Reorganization and Spin off

         LOGO

After the Spin off

         LOGO

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RISK FACTORS

        Ownership of our shares involves various risks. The following are material risks:

Risks from the spin off

There has been no prior market for our common shares.

        There has been no prior trading market for our common shares and we cannot predict the price at which our common shares will trade after the spin off. Our share price will be established by the public markets. We expect that our common shares may begin to trade in the public markets on a "when issued" basis on or about the record date. However, if no regular trading market develops for our common shares, you may not be able to sell your shares at what you consider to be a fair price. The market price of our shares may fluctuate significantly and will be influenced by many factors beyond our control.

Substantial sales of our common shares could cause our share price to decline after the spin off.

        Some shareholders who receive our common shares in the spin off may sell our shares in the public markets. This may occur because some shareholders of Hospitality Trust who receive our shares are focused upon owning REIT shares and we are not a REIT. The sale of significant amounts of our common shares shortly after the spin off, or the perception in the market that this will occur, may lower the market price of our common shares.

Risks in our business

Our operating margins are narrow.

        Our total operating revenues for the nine months ended September 30, 2006, were $3.7 billion; and our cost of goods sold (excluding depreciation) and operating expenses for the same period totalled $3.5 billion. Fuel sales in particular generate low gross margins. Our fuel sales for the nine months ended September 30, 2006, were $3.0 billion and we generated a gross profit on fuel sales of $111 million. A small percentage decline in our future revenues or increase in our future expenses, especially revenues and expenses related to fuel, may have a material adverse effect upon our income or may cause us to experience losses.

An interruption in our fuel supplies would materially adversely affect our business.

        To mitigate the risks arising from fuel price volatility, we generally maintain limited inventories of fuel. In the future, an interruption in our fuel supplies would materially adversely affect our business. Interruptions in fuel supplies may be caused by local conditions, such as a malfunction in a particular pipeline or terminal, or by national or international conditions, such as government rationing, acts of terrorism, war and the like. Any limitation in available fuel supplies which caused a decline in truck freight shipments or which caused a limit on the fuel we can offer for sale may have a material adverse effect on our sales of fuel and non-fuel products and services or may cause us to experience losses.

Our storage and dispensing of petroleum products create the potential for environmental damages, and compliance with environmental laws may be costly.

        Our business is subject to laws relating to the protection of the environment. The travel centers we operate include fueling areas, truck repair and maintenance facilities and tanks for the storage of petroleum products and other hazardous substances, all of which create the potential for environmental damage. As a result, we regularly incur environmental clean up costs. Our pro forma balance sheet as of September 30, 2006, includes an accrued liability of $11.8 million for environmental remediation costs. Because of the uncertainties associated with environmental expenditures, it is possible that future

8


expenditures could be substantially higher than this amount. Environmental laws expose us to the possibility that we become liable to reimburse the government or third parties for damages and costs they incur in connection with environmental hazards. We cannot predict what environmental legislation or regulations may be enacted or how existing laws or regulations will be administered or interpreted with respect to our products or activities in the future; more stringent laws, more vigorous enforcement policies or stricter interpretation of existing laws in the future could cause us to experience losses.

        In addition, under the lease between us and Hospitality Trust, we have agreed to indemnify Hospitality Trust from all environmental liabilities it may incur arising at any of our travel centers during the term of the lease.

We have limited control of our franchisees.

        Ten travel centers which we lease from Hospitality Trust are subleased to franchisees. An additional 13 travel centers are owned and operated by franchisees. The rent and royalties we receive from these franchisees represent a significant part of our net income. For the nine month period ended September 30, 2006, the rent and royalty revenues generated from these franchisee relationships was $7.5 million. Various laws and our existing franchise contracts limit the control we may exercise over our franchisees' business activities. A failure by our franchisees to pay rents and royalties to us may have a material adverse effect upon our financial results or may cause us to experience losses.

Risks arising from our formation and certain relationships

We have been recently reorganized.

        We are a recently reorganized business. Our board and senior management include persons formerly associated with Hospitality Trust and its affiliates, with Reit Management and with TravelCenters of America, Inc. This management team has no prior experience working together and they may not be able to do so successfully. Although we have implemented a retention bonus plan for executives of TravelCenters of America, Inc., we can provide no assurance that we will in fact retain any or all of these persons.

The restructuring of our business prior to the spin off will result in costs and cash outlays which are significantly higher than those of our predecessor and may result in a prolonged period of substantial losses.

        On a pro forma basis for the nine months ended September 30, 2006, we incurred expenses of $124.8 million under the terms of our lease agreement and our management and shared services agreement. This amount is significantly higher than the depreciation, which is a non-cash expense, and interest expenses that were incurred by our predecessor that we expect to avoid after the spin off transaction. In addition, our lease agreement with Hospitality Trust requires us to make capital expenditures to maintain the travel centers we lease and expenditures we make for improvements which are in excess of $125 million that we may draw from Hospitality Trust will either be paid by us directly without reimbursement, or if they are reimbursed by Hospitality Trust, increase our cash rental obligations and rent expense. These additional expenses and cash outlays may result in a prolonged period of substantial losses and negative cash flow. If we incur material losses or negative cash flow, and these losses or negative cash flows persist over a substantial period of time, we may suffer material negative impacts on our business, including but not limited to our ability to maintain our travel centers and make payments under our lease agreement with Hospitality Properties, and the market price of our common shares may decline substantially.

9


Our creation was, and our continuing business will be, subject to conflicts of interest with Hospitality Trust and Reit Management.

        Our creation was, and our continuing business will be, subject to conflicts of interest, as follows:

        These conflicts may have caused, and in the future may cause, adverse effects on our business, including:


Our lease with Hospitality Trust requires that we indemnify Hospitality Trust from various liabilities.

        Our lease with Hospitality Trust requires that we pay for, and indemnify Hospitality Trust from, liabilities associated with the ownership or operation of travel centers which may arise during the term of our lease. Accordingly our business will be subject to all our business operating risks and all the risks associated with real estate including:

Our relationships with Hospitality Trust and Reit Management may limit the growth of our business.

        In connection with the spin off, we will enter agreements which prohibit us from acquiring or financing real estate in competition with Hospitality Trust or other affiliates of Reit Management, unless those investment opportunities are first offered to Hospitality Trust or those other entities. These restrictions may make it difficult or impossible for us to alter our business strategy to include

10


investments in real estate. Also, because our lease with Hospitality Trust limits our ability to incur debt, ends in 2022 and prohibits ownership of more than 9.8% of our shares by any party, we may be unable to independently finance future growth opportunities.

Ownership limitations and anti-takeover provisions may prevent you from receiving a takeover premium.

        Our limited liability company agreement, or LLC agreement, places restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% (in number of shares, vote or value, whichever is most restrictive) of any class or series of our equity securities. The terms of our lease with Hospitality Trust and our management and shared services agreement with Reit Management provide that our rights under these agreements may be cancelled by Hospitality Trust and Reit Management, respectively, upon the acquisition by any person or group of more than 9.8% of our voting shares, and upon other change in control events, as defined in those agreements. If the breach of these ownership limitations causes a lease default, shareholders causing the default may become liable to us or to other shareholders for damages. These agreements and other provisions in our limited liability company agreement may increase the difficulty of acquiring control of us by means of a tender offer, open market purchases, a proxy fight or otherwise, if the acquisition is not approved by our board of directors. Other provisions in our governing documents which may deter takeover proposals include the following:

For any of these reasons, shareholders may be unable to cause a change of control of us or to realize a change of control premium for their common shares.

We may be unable to meet financial reporting and internal control standards for a publicly owned company.

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is the process designed by, or under the supervision of, our CEO and CFO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

        In connection with their review of our September 30, 2006, interim financial statements, our predecessor's independent registered public accounting firm identified a control deficiency that represents a material weakness in our predecessor's internal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our predecessor did not maintain effective controls over the accuracy of share based compensation expense in conformity with generally accepted accounting principles. Specifically, effective controls were not maintained to ensure the accuracy of expense recognized over the vesting

11


period of certain option awards. This control deficiency resulted in an adjustment to reduce the amounts of the share based compensation expense and additional paid in capital accounts by a material amount and in an adjustment to the related footnote disclosures in our predecessor's interim consolidated financial statements as of, and for the nine months ended, September 30, 2006. Additionally, if not remedied, this control deficiency could result in misstatements of the aforementioned accounts and disclosures that would result in a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our predecessor's management has determined that this control deficiency constitutes a material weakness. Our predecessor's efforts to remediate the aforementioned material weakness in internal control over financial reporting consisted of strengthening processes related to accounting for share based compensation expense.

        We may identify material weaknesses in our internal control over financial reporting in the future. Beginning with our Annual Report on Form 10-K for the year ending December 31, 2007, pursuant to Section 404 of the Sarbanes Oxley Act of 2002, our management will be required to assess the effectiveness of our internal control over financial reporting, and we will be required to have our independent registered public accounting firm audit management's assessment and the design and operating effectiveness of our internal control over financial reporting. If our management or our independent registered public accounting firm were to either identify a material weakness or otherwise conclude in their reports that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information and the value of our stock could be adversely affected which, in turn, could harm our business and have an adverse effect on our future ability to raise capital funds.

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THE SPIN OFF

Key Dates

Date
  Activity
January [    ], 2007   Record Date. Upon the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc., Hospitality Trust common shareholders will receive one of our common shares for every ten Hospitality Trust common shares owned of record at the close of business on this date. After our declaration of the record date, a market for our shares may develop before the distribution date and our shares may begin to trade. A market that develops for shares that will be issued in the future is referred to as a "when issued" market. If a "when issued" market develops for our shares, a market may develop for the trading of Hospitality Trust shares which does not include the right to receive the distribution of our shares, which is referred to as a "when issued/ex dividend" market.

January 31, 2007
 
Distribution Date. Upon the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc., all of our common shares will be delivered to the distribution agent on or about this date, and the spin off will be completed. If you hold Hospitality Trust common shares in a brokerage account, your account will be credited with the number of our common shares to which you are entitled. If you hold Hospitality Trust common shares in certificated or book entry form, your ownership of our shares will be recorded in the books of our transfer agent and a statement will be mailed to you. We will not issue certificates representing our common shares. If a "when issued" and "when issued/ex dividend" market has developed for our shares and for Hospitality Trust shares, it will cease on this date; and thereafter all those shares will trade "regular way".

Distribution Agent

        The distribution agent for the spin off will be Wells Fargo Bank, N.A.

Listing and Trading of Our Shares

        There is currently no public market for our shares. We have applied for the listing of our common shares on the AMEX under the symbol "TA." A "when issued" market, if one develops, may permit you and others to trade our shares on the AMEX before the shares are distributed.

        Until our shares are distributed and an orderly trading market develops, the price of our shares may fluctuate significantly. We expect "regular way" trading on the AMEX to commence on the trading day following the distribution date. The listing of our shares will not ensure that an active trading market will be available to you. Many factors beyond our control will influence the market price of our shares, including the depth and liquidity of the market which develops, investor perception of our business and growth prospects and general market conditions.

Background and Reasons for the Spin Off

        In order to maintain its status as a REIT for federal income tax purposes, a substantial majority of Hospitality Trust's revenues must be derived from real estate rents and mortgage interest.

        In September 2006, Hospitality Trust agreed to acquire by merger TravelCenters of America, Inc. for approximately $1.9 billion. TravelCenters of America, Inc. owns substantial real estate and operates

13


its travel center network and other related businesses. Hospitality Trust cannot operate some of the businesses of TravelCenters of America, Inc. because of limitations applicable to REITs imposed by the IRC. By completing this spin off, Hospitality Trust will be able to own the real estate of 146 travel centers we operate and collect rents from us without incurring any federal income tax on those rents. We have been formed by Hospitality Trust to meet Hospitality Trust's need for a tenant for the travel centers it will continue to own after the spin off. We will be able to lease and operate these properties because we are not a REIT.

        For a more detailed discussion of the tax provisions applicable to REITs which underlie the reasons for this spin off, see "Federal Income Tax Considerations".

The Hospitality Trust Acquisition

        TravelCenters of America, Inc. will merge with a newly formed subsidiary of Hospitality Trust, and TravelCenters of America, Inc. will be the surviving entity in the merger. Hospitality Trust expects that its acquisition of TravelCenters of America, Inc. will be funded with cash, that TravelCenters of America, Inc.'s debt will be repaid and its credit agreement will be terminated. We expect this transaction to close in early 2007. However, the transaction may be terminated by Hospitality Trust for a material adverse change in the business of TravelCenters of America, Inc. or if TravelCenters of America, Inc. fails to deliver the consent of certain parties with which it contracts. Also, the transaction may be terminated by either TravelCenters of America, Inc. or Hospitality Trust if the closing has not occurred prior to June 30, 2007.

        A copy of the merger agreement between Hospitality Trust and TravelCenters of America, Inc. has been filed as an exhibit to the registration statement of which this prospectus is a part. If you want more information about the merger agreement and the various conditions to closing, you should read the entire merger agreement.

        The distribution of our shares is conditioned on the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc.

The Transaction Agreement

        In order to govern relations before and after the spin off, prior to the spin off we will enter a transaction agreement with Hospitality Trust and Reit Management. The form of this transaction agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. If you want more information about the actions which have been and will be taken to effect the spin off or about the agreements among us, Hospitality Trust and Reit Management concerning future relations, you should read the entire transaction agreement. The material provisions of the transaction agreement are summarized as follows:

14

Manner of Effecting the Spin Off

        If you hold Hospitality Trust common shares in a brokerage account, our common shares will be credited to your account. If you hold Hospitality Trust common shares in certificated or book entry form with our transfer agent, your ownership of our shares will be recorded on the books of our transfer agent and a statement will be mailed to you. We will not issue certificates representing our common shares. No cash distributions will be paid, and we will issue fractional shares of our common stock in connection with the spin off distribution as necessary. No holder of common shares of Hospitality Trust is required to make any payment, exchange or surrender any shares or take any other action in order to receive our common shares.

15


DIVIDEND POLICY

        We do not expect to pay dividends in the foreseeable future.


CAPITALIZATION

        The following table describes our pro forma capitalization as of September 30, 2006, assuming the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc., the related restructuring and the spin off on that date (in 000s).

 
  Pro forma for the Hospitality Trust
acquisition, the
restructuring and the spin off
Capital lease obligations(1)   $ 102,628

Debt
 
 
—

Common equity
 
 
341,770
   

Total capital
 
$
444,398
   
(1)
As a result of our application of Statement of Financial Accounting Standards No. 98 (SFAS 98), which sets forth rules related to sale leaseback transactions, to our expected lease with Hospitality Trust, 13 of the travel centers we expect to lease from Hospitality Trust do not qualify for operating lease treatment, because more than an insignificant portion of these travel centers is sublet to a third party. The amount shown as capital lease obligation will remain on our balance sheet unless and until the subleased portion of these travel centers is reduced to an insignificant level.


THE COMPANY

General

        We are a limited liability company formed under Delaware law on October 10, 2006 as a wholly owned subsidiary of Hospitality Trust. Our initial capitalization in a nominal amount was provided by Hospitality Trust on our formation date. Since that time, we have conducted no business activities. As described in more detail elsewhere in this prospectus, Hospitality Trust expects to acquire, indirectly through us, TravelCenters of America, Inc., restructure this acquired business and spin off all of our common shares to the shareholders of Hospitality Trust. Our business will include all of the assets of TravelCenters of America, Inc. not retained by Hospitality Trust, the right and obligation to lease and operate the travel centers retained by Hospitality Trust and cash which Hospitality Trust will contribute to us prior to the spin off.

Business Overview

        We operate and franchise travel centers primarily along the U.S. interstate highway system. Our customers include long haul trucking fleets and their drivers, independent truck drivers and motorists. At December 11, 2006, our geographically diversified network included 163 travel centers located in 40 states in the U.S. and the province of Ontario, Canada. Many of our travel centers were originally developed more than 25 years ago when prime real estate locations along the interstate highway system were more readily available than they are today, a factor which we believe would make it difficult to replicate a network such as ours. We believe that our nationwide network provides an advantage to long haul trucking fleets by enabling them to reduce the number of their suppliers by routing their trucks within our network from coast to coast.

16


        We offer a broad range of products and services, including diesel fuel and gasoline, truck repair and maintenance services, full service restaurants, more than 20 different QSR brands, travel and convenience stores and other driver amenities.

        The U.S. travel center and truck stop industry in which we operate consists of travel centers, truck stops, diesel fuel outlets and similar properties designed to meet the needs of long haul trucking fleets and their drivers, independent truck drivers and motorists. We believe that the travel center and truck stop industry is highly fragmented, with in excess of 3,000 travel centers and truck stops located on or near interstate highways nationwide.

History of our Predecessor

        TravelCenters of America, Inc., or our predecessor, was formed in December 1992 by a group of institutional investors. In April 1993 our predecessor acquired the travel center assets of Unocal Corporation, or Unocal. The Unocal network included 139 travel centers, of which 95 were leased to operators, 42 were franchisee operated and two were operated by our predecessor. The Unocal network operated principally as a fuel wholesaler and franchisor.

        In December 1993 our predecessor acquired the travel center assets of The British Petroleum Company plc., or BP. The BP network included 38 company operated and six franchisee operated travel centers. In contrast to the Unocal network, the BP network operated principally as an owner operator of travel centers.

        In January 1997 our predecessor restructured its operating strategy to align the operation of the then 122 travel center Unocal network and the then 49 travel center BP network into a single network operated under the "TravelCenters of America" and "TA" brand names.

Network Development

        Since 1997 a number of steps have increased the consistency of our brands and otherwise made our network more appealing to potential customers. During that period, our predecessor:

        Re-imaging Program.     Since 1997 our predecessor has pursued a capital program to upgrade, rebrand and otherwise re-image our travel centers. Through September 30, 2006, re-image projects have been completed at 40 of our travel centers at an average investment of $2.1 million each. These re-image projects typically include the addition of standardized architectural features to building facades, expansion of the square footage of travel and convenience stores, addition of a food court with two or three QSRs, renovation of showers and restrooms and updates to our full service restaurants. Also, through September 30, 2006, smaller scale re-image projects, which typically do not involve expansion of the building or addition of a food court, at another 78 travel centers have been completed at an average cost of $0.3 million each.

        Freightliner Agreement.     Since 1999 our predecessor has been party to an agreement with Freightliner LLC, a DaimlerChrysler company. Freightliner is the leading manufacturer of heavy trucks

17


in North America. We are an authorized provider of repair work and specified warranty repairs to Freightliner's customers through the Freightliner ServicePoint Program®. Our truck maintenance and repair facilities are part of Freightliner's 24 hour customer assistance database for emergency and roadside repair referrals and we have access to Freightliner's parts distribution, service and technical information systems.

        Maintenance and Repair Capacity Expansion Program.     Since 2004 our predecessor has built additional truck maintenance and repair bays at existing travel centers in our network. We believe that additional maintenance and repair bays increase the revenue generating capacity of our maintenance and repair facilities by increasing productivity and reducing customer wait times. The number of our maintenance and repair bays has increased since 2004 by about 100 bays to over 400 bays at September 30, 2006.

Our Growth Strategy

        Expansion through Organic Growth.     We plan to continue the standardization of our travel centers and to increase the services we offer to attract professional truck drivers and motorists. We have identified eight additional travel centers that we operate that we intend to re-image and one travel center which we intend to raze and rebuild over the next two to three years. We have also identified travel centers at which we believe we can add 40 maintenance and repair bays during that same time period. We believe that we have other opportunities to increase our revenues, including, but not limited to, the expansion of the number of gasoline lanes at several of our travel centers to increase the number of gasoline customers serviced simultaneously, continued investment in our capital improvement program to keep our properties efficient and appealing to customers and continuing our customer loyalty and customer satisfaction programs.

        Expansion through Acquisition.     There are locations along the U.S. and Canadian interstate highway system that we consider to be strategic but in which we do not have an adequate presence. We believe that our existing network affords us the opportunity to make acquisitions of travel centers that may benefit from becoming part of our network, and we intend to pursue such acquisitions. Our predecessor purchased a travel center in Illinois in November 2006 and converted it to the TA brand. Although we have not identified other specific acquisition opportunities at this time, we regularly evaluate opportunities to expand our network through acquisitions, some of which may be significant in size. We expect that some or all of these acquisitions will be made by Hospitality Trust and that the acquired travel centers will be leased to us.

        Expansion through Development.     We plan to continue expansion of our network by building new travel centers. We have developed a "prototype" design and a smaller "protolite" design to standardize new travel centers. The prototype and protolite designs combine efficient site plans with nationally branded QSRs and offer a broad range of products and services. Since 1999 our predecessor has constructed seven travel centers in the prototype design and five travel centers in the protolite design. Our prototype design is generally appropriate for markets in which we can obtain large parcels of land and which have sufficient demand to support a full service restaurant. In contrast, our protolite design requires significantly less land and enables us to quickly gain a presence in certain markets at lower costs. As of September 30, 2006, our predecessor owned two parcels of land, one in Texas and one in California, on which development of new travel centers has begun, and a third parcel of land in Texas under agreement for acquisition; if we acquire this parcel, we intend to build a new travel center on it for opening in 2008.

        Expansion through Franchising.     In some cases, we may find that opportunities to expand our network are not available to us as development or acquisition opportunities. In those cases, we may seek to expand our franchisee network.

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Our Network

        We expect that upon completion of the spin off our travel center network will consist of:

        Our typical travel center contains:

        In addition, some travel centers include a hotel.

        Our travel centers are designed to appeal to drivers whether they seek a quick stop or a more extended visit. Substantially all of our travel centers are full service sites located on or near an interstate highway and offer fuel and non-fuel products and services 24 hours per day, 365 days per year.

        Properties.     The physical layouts of the travel centers in our network vary from site to site. The majority of the developed acreage at our travel centers consists of truck and car fuel islands, separate truck and car parking lots, a main building, which contains a full service restaurant and one or more QSRs, a travel and convenience store, a truck maintenance and repair shop and other amenities.

        Product and Service Offering.     We offer diverse products and services to complement our diesel fuel business, including:

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Operations

        Fuel supply.     We purchase diesel fuel from various suppliers at rates that fluctuate with market prices and generally are reset daily, and resell fuel to our customers at prices that we establish daily. By establishing supply relationships with an average of four to five alternate suppliers per location, we believe we are able to effectively create competition for our purchases among various diesel fuel suppliers on a daily basis. We also believe that purchasing arrangements with multiple diesel fuel suppliers may help us avoid product outages during times of diesel fuel supply disruptions. We have a

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single source of supply for gasoline at most of our travel centers that offer branded gasoline; our travel centers selling unbranded gasoline generally purchase gasoline from multiple sources.

        Generally our fuel purchases are delivered directly from suppliers' terminals to our travel centers. We do not contract to purchase substantial quantities of fuel to keep as inventory. Therefore we are exposed to price increases and interruptions in supply. We generally have less than three days of diesel fuel inventory at our travel centers. We believe our exposure to market price increases for diesel fuel is mitigated by the significant percentage of our total diesel fuel sales volume that is sold under pricing formulas that are indexed to market prices, which reset daily. We do not engage in any fixed price fuel contracts with customers. We may engage, from time to time, in a minimal level of hedging of the price of our fuel purchases with futures and other derivative instruments that primarily are traded on the New York Mercantile Exchange. We had no derivative instruments as of September 30, 2006.

        Non-fuel products supply.     We have many sources for the large variety of non-fuel products that we sell. We have developed strategic relationships with several suppliers of key non-fuel products, including Freightliner LLC for truck parts, Bridgestone/Firestone Tire Sales Company for truck tires and ExxonMobil for Mobil brand lubricants and oils. We believe that our relationships with these and our other suppliers are satisfactory.

        Centralized purchasing and distribution.     We maintain a distribution center near Nashville, Tennessee with 85,000 square feet of space. Our distribution center distributes a variety of non-fuel and non-perishable products to our travel center network using a combination of contract carriers and our fleet of trucks and trailers. We believe we realize cost savings by using our consolidated purchasing power to negotiate volume discounts with our suppliers and that using our own national distribution center helps us control shipping charges.

Our Travel Centers

        Our travel centers are geographically diversified, located in 39 states in the U.S. and in Ontario, Canada. The travel centers we operate and their significant services and amenities are generally described in the chart below. Each of these properties will be owned by Hospitality Trust and leased by us.

City
  State
  Total
acres
  Building
area
  Car
parking
spaces
  Truck
parking
spaces
  Gasoline
lanes
  #
Diesel
lanes
  Store
sales
area
  Full
service
restaurant
  Truck
repair
facility
  QSRs
  Hotel
Mobile   AL   15   16,685   77   89   *   6   1,722   *   *        
Tuscaloosa   AL   15   28,619   140   151   *   10   2,491   *   *   *    
Prescott   AR   26   19,202   144   292   *   10   2,500   *   *   *    
West Memphis   AR   47   21,895   76   170   *   8   2,660   *   *   *    
Eloy   AZ   22   26,269   87   234   *   12   2,820   *   *   *    
Kingman   AZ   28   13,231   100   115   *   9   2,100   *   *   *    
Tonopah   AZ   53   21,475   80   407   *   12   3,000   *   *   *    
Willcox   AZ   21   16,459   75   229   *   8   2,600   *   *   *    
Barstow   CA   25   24,654   122   303   *   16   3,500   *   *   *    
Buttonwillow   CA   16   13,880   129   170   *   7   2,500   *   *   *    
Coachella   CA   17   30,458   140   205   *   12   2,880   *   *   *    
Corning   CA   24   20,945   54   254   *   14   3,696   *   *   *    
Ontario East   CA   32   32,696   132   559       16   4,224   *   *   *    
Ontario West   CA   35   23,893   76   549   *   10   1,450   *   *   *    
Redding   CA   20   17,853   87   196   *   10   2,400   *   *   *    
Santa Nella   CA   23   12,904   100   240   *   8   2,200   *   *        
Wheeler Ridge(1)   CA   20   20,514   111   130   *   8   2,800       *   *    
Denver East   CO   27   30,676   117   224   *   8   3,000   *   *   *    
Denver West   CO   13   12,660   40   163   *   7   2,200   *   *        
Limon   CO   11   16,906   60   104   *   12   3,600   *   *   *    
                                                 

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Milldale   CT   13   15,580   77   145   *   9   2,153   *   *        
New Haven   CT   12   12,953   64   170   *   10   3,000       *   *    
Willington   CT   43   19,870   155   240   *   8   2,696   *   *   *    
Marianna   FL   32   18,028   105   112   *   9   1,800   *   *        
Tampa   FL   10   22,094   75   158   *   6   2,500       *   *    
Vero Beach   FL   28   16,579   88   162   *   8   1,650   *   *        
Wildwood   FL   23   24,022   100   170   *   10   2,832   *   *   *    
Atlanta   GA   18   24,180   128   218       10   2,400   *   *   *   *
Brunswick(2)   GA   28   15,000   91   81       —   —       *        
Cartersville   GA   21   30,676   105   212   *   8   3,000   *   *   *    
Commerce   GA   13   14,238   80   133   *   8   1,800   *   *        
Cordele(1)   GA   29   52,198   90   114   *   12   3,884   *   *   *    
Madison   GA   12   16,446   105   149   *   7   2,400   *   *   *    
Savannah   GA   20   15,773   80   175   *   7   2,500   *   *   *    
Council Bluffs   IA   11   15,684   84   78   *   8   2,150   *   *   *    
Boise   ID   13   20,700   34   95   *   8   2,500   *   *   *    
Bloomington   IL   19   14,261   95   147       8   1,600   *   *        
Chicago North   IL   63   26,400   105   215   *   10   2,500   *   *   *    
Effingham   IL   13   30,397   127   137   *   11   2,789   *   *   *    
Elgin   IL   15   20,023   97   92   *   9   3,120   *   *   *    
Mt Vernon   IL   33   21,839   97   169   *   8   2,900   *   *   *    
Troy   IL   20   24,340   83   87   *   8   2,440   *   *        
Gary   IN   22   33,344   109   318   *   16   2,102   *   *   *    
Lake Station   IN   23   25,130   170   252   *   17   2,896   *   *   *    
Porter   IN   35   22,000   51   212   *   12   2,330   *   *   *    
Seymour   IN   16   15,807   55   167   *   9   1,440   *   *        
Whitestown   IN   39   12,953   96   172   *   8   2,800   *   *   *    
Florence   KY   11   18,783   87   123   *   8   2,600       *   *    
Walton   KY   9   15,988   46   99   *   8   2,500   *   *   *    
Lafayette   LA   14   17,034   47   94   *   7   2,400   *   *   *    
Slidell   LA   22   20,607   145   159   *   10   2,200   *   *        
Tallulah   LA   17   18,625   75   135   *   8   2,500   *   *        
Baltimore   MD   21   65,884   92   181       8   3,500   *   *   *   *
Elkton   MD   30   21,576   125   164   *   10   2,800   *   *   *    
Jessup   MD   25   88,889   100   453       10   6,400   *   *   *   *
Ann Arbor   MI   32   18,477   90   205   *   10   2,400   *   *        
Monroe   MI   33   20,383   105   156   *   8   3,000   *   *   *    
Saginaw   MI   11   13,735   84   70   *   8   1,800   *   *        
Sawyer   MI   23   27,920   100   140   *   12   3,500   *   *   *    
Rogers   MN   12   17,291   93   150   *   8   1,950   *   *        
Concordia   MO   20   24,200   100   146   *   10   2,365   *   *   *    
Foristell   MO   17   14,162   111   95   *   8   2,000   *   *        
Matthews   MO   29   16,815   62   114   *   8   1,920   *   *   *    
Oak Grove   MO   15   19,777   97   132   *   10   2,900   *   *   *    
Meridian   MS   13   17,330   41   90   *   8   2,000   *   *        
Candler   NC   20   12,853   45   98   *   8   1,536   *   *        
Greensboro   NC   29   29,508   122   186   *   12   2,798   *   *   *   *
Grand Island   NE   19   19,223   64   82   *   6   2,000   *   *        
Ogallala   NE   17   17,594   72   94   *   8   2,516   *   *        
Greenland   NH   7   17,361   33   105   *   9   2,646   *            
Bloomsbury   NJ   13   23,660   96   129   *   10   2,840   *   *   *    
Columbia   NJ   16   17,573   90   185   *   11   2,472   *   *   *   *
Paulsboro   NJ   25   19,206   44   175   *   12   3,165   *   *        
Albuquerque   NM   12   20,318   96   150   *   8   1,700   *   *        
Gallup   NM   15   17,916   121   76   *   8   1,100   *   *   *   *
Las Cruces   NM   19   30,667   102   232   *   9   3,000   *   *   *    
Moriarity   NM   26   18,718   55   245   *   10   2,400   *   *   *    
Santa Rosa   NM   25   25,694   57   116   *   11   3,000   *   *   *    
Las Vegas   NV   12   20,207   116   144   *   10   2,600       *   *    
Mill City   NV   73   38,613   88   152   *   10   2,200   *   *   *   *
Sparks   NV   15   24,827   122   200   *   8   3,000   *   *        
Binghamton   NY   10   5,726   55   111   *   8   1,400   *   *        
Dansville   NY   16   13,580   86   102   *   12   1,900   *   *       *
Fultonville   NY   15   39,345   32   112   *   10   1,500   *   *       *
Maybrook   NY   16   20,499   85   188   *   12   2,000   *   *   *   *

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Pembroke   NY   16   13,807   108   132   *   8   1,800   *   *        
Ashland   OH   7   12,888   106   —   *   —   4,000       *   *    
Dayton   OH   90   12,281   62   232   *   7   2,300   *   *   *    
Hebron   OH   17   20,337   39   141   *   10   2,800   *   *   *    
Jeffersonville   OH   12   20,257   87   125   *   8   3,120   *   *   *    
Kingsville   OH   37   23,206   51   158   *   10   3,024   *   *   *    
Lodi   OH   25   33,775   133   237   *   10   3,000   *   *   *    
London   OH   27   19,224   109   185   *   8   2,800   *   *   *    
North Canton   OH   11   8,466   77   93       8   950   *   *        
Toledo   OH   18   19,156   108   207   *   10   2,116   *   *   *    
Youngstown   OH   16   30,466   120   161       10   2,200   *   *        
Oklahoma City East   OK   19   26,327   77   175   *   10   2,500   *   *        
Oklahoma City West   OK   19   18,622   72   150   *   8   2,800   *   *   *    
Sayre   OK   20   10,439   25   101   *   9   1,900       *   *    
Portland   OR   20   17,135   30   275   *   8   2,849   *   *   *    
Troutdale   OR   25   44,282   73   225   *   10   3,000   *   *   *   *
Barkeyville   PA   61   9,426   135   112   *   8   1,050   *   *   *    
Bloomsburg   PA   13   19,105   104   190   *   8   1,885   *   *   *    
Brookville   PA   49   20,600   109   264   *   8   2,350   *   *   *   *
Greencastle   PA   24   14,149   114   194   *   12   3,335   *   *       *
Harborcreek   PA   27   25,227   138   266   *   10   2,900   *   *   *   *
Harrisburg   PA   54   20,195   110   178       9   2,200   *   *       *
Lamar   PA   68   11,625   95   168   *   9   1,500   *   *   *    
Milesburg   PA   11   8,822   30   122   *   8   1,360   *   *        
Florence(1)   SC   10   30,340   94   77   *   9   3,000           *    
Manning   SC   15   17,946   80   84   *   8   2,600   *   *   *    
Spartanburg   SC   26   31,682   122   187   *   8   1,740   *   *       *
Antioch   TN   22   20,856   158   154   *   9   2,200   *   *   *    
Franklin   TN   13   15,922   91   100   *   8   1,500   *   *        
Knoxville   TN   24   22,868   99   128       10   2,314   *   *       *
Nashville   TN   17   23,280   230   154       10   2,257   *   *        
Amarillo West   TX   25   33,226   150   243   *   8   3,000   *   *   *    
Baytown   TX   17   11,715   88   184   *   12   2,800   *   *   *    
Big Spring   TX   14   24,772   59   108   *   6   3,100   *   *   *    
Dallas South   TX   20   18,081   100   146   *   8   2,400       *   *    
Ganado   TX   11   20,030   87   104   *   8   4,400   *   *   *    
New Braunfels   TX   20   19,307   115   298   *   10   2,800   *   *   *    
Rockwall   TX   13   16,714   90   100   *   6   2,400       *   *    
San Antonio   TX   31   32,750   82   258   *   8   3,000   *   *   *    
Terrell   TX   22   21,683   125   401   *   12   4,100   *   *   *    
Parowan   UT   7   9,144   61   48   *   6   2,900       *   *    
Salt Lake City   UT   20   18,843   75   191   *   7   2,400   *   *   *    
Ashland   VA   19   25,841   98   183   *   8   2,328   *   *       *
Richmond   VA   25   20,453   81   154   *   18   3,000   *   *   *    
Roanoke   VA   12   21,033   103   129   *   8   2,000   *   *       *
Wytheville   VA   17   20,654   108   114   *   10   3,044   *   *   *    
Seattle East   WA   16   20,365   60   150       6   2,000   *   *        
Hudson   WI   15   15,443   30   100   *   7   1,800   *   *        
Madison   WI   11   16,446   102   118   *   9   1,600   *   *   *    
Hurricane   WV   21   16,544   53   76   *   10   1,500   *   *        
Wheeling   WV   8   12,346   36   182       10   2,958   *   *        
Cheyenne   WY   23   18,590   66   150   *   10   2,600   *   *   *    
Fort Bridger   WY   135   14,646   19   165   *   10   2,800   *   *   *    
Rawlins   WY   28   18,594   80   188   *   12   4,100   *   *   *    
Woodstock(3)   Ontario,   27   28,000   103   202   *   12   3,000   *   *        
    Canada                                            
*
Amenity present at travel center.

(1)
Property owned by a third party other than Hospitality Trust and leased to or managed by us.

(2)
In 2006, this travel center was razed and a truck maintenance and repair facility was built on this site. We expect the redevelopment of this site will be completed in 2007.

(3)
Property owned by us.

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        We expect that Hospitality Trust will retain the interests in the land and buildings which were owned by our predecessor for 137 of the 146 travel centers we lease from Hospitality Trust. We also expect that Hospitality Trust will retain the ownership and leasehold interests in the land but not the buildings for the remaining nine travel centers we expect to lease from Hospitality Trust.

Our Lease with Hospitality Trust

        We were formed for the benefit of Hospitality Trust and not for our own benefit. Our formation allows Hospitality Trust to acquire and retain ownership of 146 travel centers. Because we were formed to benefit Hospitality Trust, the lease was prepared by Hospitality Properties and was not negotiated in an arm's length negotiation. Consequently, the lease may provide more benefits to Hospitality Trust than to us.

        The lease between us and Hospitality Trust will be effective upon completion of the spin off. One of our subsidiaries is the tenant under the lease, and we and our material subsidiaries will guarantee the tenant's obligations under the lease. The form of this lease has been filed as an exhibit to the registration statement of which this prospectus is a part. The following is a summary of the material terms of this lease:

        Operating Costs.     The lease is a so called "triple net" lease which requires us to pay all costs incurred in the operation of the leased travel centers, including personnel, utilities, acquiring inventories, service to customers, insurance, real estate and personal property taxes and ground lease payments, if any.

        Minimum Rent.     The lease requires us to pay minimum rent to Hospitality Trust as follows:

Lease Year
  Annual Rent (000s)
  Per Month (000s)
1   $ 153,500   $ 12,792
2     157,000     13,083
3     161,000     13,417
4     165,000     13,750
5     170,000     14,167
Thereafter     175,000     14,583

In addition, minimum rents may increase if Hospitality Trust funds or reimburses the cost of renovations, improvements and equipment related to the leased travel centers as described below.

        Improvements.     Hospitality Trust has agreed to provide up to $25 million of funding annually for the first five years of the lease for certain specified improvements to the leased properties. This funding is cumulative, meaning if some portion of the $25 million is not spent in one year it may be drawn by us from Hospitality Trust in subsequent years; provided, however, the entire $125 million of funding must be drawn before December 31, 2015. All improvements will be owned by Hospitality Trust. There will be no adjustment in our minimum rent as these amounts are funded by Hospitality Trust.

        Maintenance and Alterations.     Except for Hospitality Trust's commitment to fund up to $125 million as described above, we must maintain, at our expense, the leased travel centers in good order and repair, including structural and non-structural components. The lease requires us to submit an annual budget for capital expenditures at the leased travel centers to Hospitality Trust for approval. We may request that Hospitality Trust fund approved amounts for renovations, improvements and equipment at the leased travel centers, in addition to the $125 million described above, in return for minimum annual rent increases according to a formula, generally, the minimum rent per year will be increased by an amount equal to the amount funded by Hospitality Trust times the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%. At the end of the lease we must surrender

24


the leased travel centers in substantially the same condition as existed at the commencement of the lease subject to any permitted alterations and ordinary wear and tear.

        Percentage Rent.     Starting in 2012, the lease will require us to pay Hospitality Trust additional rent with respect to each lease year generally in an amount equal to three percent (3%) of increases in non-fuel gross revenues and three tenths of one percent (0.3%) of increases in gross fuel revenues at each leased travel center over the respective gross revenue amounts for the base year, which will be 2011. Percentage rent attributable to fuel sales is subject to a maximum each year calculated by reference to changes in the consumer price index.

        Term.     The lease expires on December 31, 2022.

        Assignment and Subletting.     Hospitality Trust's consent is required for any direct or indirect assignment or sublease of any of the leased travel centers. We remain liable under the lease for subleased and franchised travel centers.

        Environmental Matters.     We indemnify Hospitality Trust from liabilities which may arise from any violation of any environmental law or regulation which occurs during the term of the lease.

        Indemnification and Insurance.     With limited exceptions, we indemnify Hospitality Trust from liabilities which arise during the term of the lease from ownership or operation of the leased travel centers. We generally must maintain commercially reasonable insurance. We expect our insurance coverage as of the time the lease commences to include:

The lease requires that Hospitality Trust be named as an additional insured under our policies.

        Damage, Destruction or Condemnation.     If any leased travel center is damaged by fire or other casualty or taken by eminent domain, we are generally obligated to rebuild. If the leased travel center cannot be restored, Hospitality Trust will generally receive all insurance or taking proceeds, we are liable to Hospitality Trust for any deductible or deficiency between the replacement cost and the amount of proceeds, and the annual minimum rent will be reduced by, at Hospitality Trust's option, either 8.5% of the net proceeds paid to Hospitality Trust or the fair market rental of the damaged, destroyed or condemned property, or portion thereof, as of the commencement date of the lease.

        Events of Default.     Events of default under the lease include the following:

25

        Remedies.     Following the occurrence of any event of default, the lease provides that, among other things, Hospitality Trust may, to the extent legally permitted:

        We are also obligated to reimburse Hospitality Trust for all costs and expenses incurred in connection with any exercise of the foregoing remedies.

        Lease Subordination.     Our lease may be subordinated to any mortgages of the leased travel centers by Hospitality Trust, but Hospitality Trust will be required to obtain a nondisturbance agreement for our benefit.

        Financing Limitations; Security.     Without Hospitality Trust's prior written consent, our tenant subsidiary may not incur debt secured by any of its assets used in the operation of the leased travel centers; provided, however, our tenant subsidiary may incur purchase money debt to acquire assets used in these operations and we may encumber such assets to obtain a line of credit secured by our tenant subsidiary receivables, inventory or certain other assets used in these operations.

        Lease Termination.     When the lease terminates, any equipment, furniture, fixtures, inventory and supplies at the leased travel centers that we own may be purchased by Hospitality Trust at their then fair market value. Also at lease termination, Hospitality Trust has the right to license any of our software used in the operation of the leased travel centers at its then fair market value, to offer employment to employees at the leased travel centers and we have agreed to cooperate in the transfer of permits, agreements and the like necessary for the then current operation of the leased travel centers.

        Territorial Restrictions.     Under the terms of the lease, we generally cannot own, franchise, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which the leased travel center is located without the consent of Hospitality Trust, unless we owned, franchised or operated that travel center on the date the lease commenced or unless that travel center is owned by Hospitality Trust.

        Non-Economic Properties.     If during the lease term the continued operation of any leased travel center becomes non-economic as defined in the lease, we may offer such travel center for sale including a sale of Hospitality Trust's interest in the property, free and clear of our leasehold interests. The net sale proceeds received will be paid to Hospitality Trust and the annual minimum rent payable

26


shall be reduced by, at Hospitality Trust's option, either the amount of such proceeds times 8.5% or the fair market rental for such property as of the commencement date of the lease. No more than a total of 15 leased properties may be offered for sale as non-economic properties during the lease term. No sale of a leased property may be completed without Hospitality Trust's consent; provided, however, if Hospitality Trust does not consent, that property will no longer be part of the lease and the minimum rent will be reduced as if the sale had been completed.

Relationships with Franchisees

        We have franchise agreements with lessees and owners of travel centers. We collect franchise, royalty and other fees under these agreements. As of September 30, 2006, there were 23 travel centers in our network which we do not operate but which are operated by our franchisees. Ten of these travel centers are leased by us from Hospitality Trust and subleased by us to a franchisee. Thirteen of these travel centers are owned, or leased from others, by our franchisees. Seventeen of these travel centers operate under our current form of franchise agreement and the remaining six operate under "legacy" franchise agreements described below. Under the terms of our lease agreement with Hospitality Trust, generally we have the right to use trademarks owned by Hospitality Trust in our franchise operation during the term of our lease with Hospitality Trust without payment of a fee. Our franchised locations as of December 11, 2006, are generally described in the following chart:

City
  State
  Total
acres
  Building
area
  Car
parking
spaces
  Truck
parking
spaces
  Gasoline
lanes
  #
Diesel
lanes
  Store
sales
area
  Full
service
restaurant
  Truck
repair
facility
  QSRs
  Hotel
Montgomery (1)   AL   10   15,739   55   125   *   8   1,442   *   *   *    
Baldwin (1)   FL   18   15,042   44   137   *   7   2,300   *   *   *    
Jacksonville South (1)   FL   19   22,855   90   90   *   7   3,000   *   *   *    
Atlanta South (1)   GA   29   20,520   100   200   *   8   3,600   *   *   *    
Lake Park (1)   GA   9   14,900   60   75   *   8   1,008   *   *   *    
Walcott (2)   IA   70   107,375   250   300   *   15   39,790   *   *   *    
Clayton (1)   IN   16   14,130   108   100   *   7   3,232   *   *   *    
Beto Junction (2)   KS   35   23,000   112   275   *   7   3,400   *   *   *    
Oakley (2)   KS   13   13,200   40   100   *   5   3,116   *   *   *    
Albert Lea (2)   MN   31   49,000   270   305   *   10   6,500   *   *   *    
Mt.Vernon (2)   MO   15   22,000   90   150   *   12   5,000   *   *        
Strafford (2)   MO   18   20,000   90   130   *   8   4,000   *   *   *    
Kenly (2)   NC   34   36,000   120   200   *   12   3,500   *   *   *    
Napoleon (2)   OH   10   9,000   100   120   *   8   3,500   *       *    
Wapakoneta (2)   OH   19   30,000   50   140   *   8   5,000   *   *        
Eugene (2)   OR   20   25,000   50   140   *   8   6,500   *   *   *   *
Breezewood (2)   PA   30   27,000   125   200   *   9   12,000   *   *   *    
Jackson (1)   TN   10   13,527   90   100   *   9   2,784   *   *   *    
Knoxville West (1)   TN   25   22,238   146   176   *   8   1,728   *   *   *    
Denton (1)   TX   15   19,247   62   110   *   8   2,604   *   *   *    
Edinburg (2)   TX   18   14,500   32   120   *   6   3,000   *   *   *   *
Sweetwater (1)   TX   18   12,600   43   160   *   8   2,750   *   *   *    
Janesville (2)   WI   5   12,000   45   85   *   7   8,500                
*
Amenity present at travel center.
(1)
Owned by Hospitality Trust and operated by franchisee subject to network lease and franchise agreements.
(2)
Owned and operated by franchisee subject to franchise agreement.

27

Network Franchise Agreements

        Material provisions of our network franchise agreements include the following:

        Initial Franchise Fee.     The initial franchise fee for a new franchise is $100,000.

        Term of Agreement.     The initial term of the network franchise agreement is ten years. The network franchise agreement provides for two five year renewals on the terms then being offered to prospective franchisees at the time of the franchise renewal. The remaining initial terms of the current network franchise agreements end in 2012 through 2015. The average remaining term of these agreements as of September 30, 2006, including all renewal periods, was 17 years.

        Protected Territory.     Generally we and Hospitality Trust have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the "TravelCenters of America" or "TA" brand within 75 miles in either direction along the primary interstate on which the franchised travel center is located.

        Restrictive Covenants.     Generally our franchisees may not operate any travel center or truck stop related business under a franchise agreement, licensing agreement or marketing plan or system of another person or entity. If the franchisee owns the franchised premises, generally for a two year period after termination of our franchise agreement the franchisee may not operate the site with a competitive brand.

        Fuel Purchases, Sales and Royalties.     Our franchisees that operate travel centers that they lease from us must purchase all of their diesel fuel from us; our franchisees that operate travel centers that they own are not required to purchase their diesel fuel from us. Our franchisees may purchase gasoline only from suppliers that we approve and generally must pay a royalty fee to us of $0.03 per gallon of gasoline sold.

        Royalty Payments on Non-Fuel Revenues.     Franchisees are required to pay us a royalty fee generally equal to 3.75% of all non-fuel revenues. If a franchisee operates one or more QSRs on the franchised premises, the franchisee must pay us 3% of all revenues in connection with those sales net of royalties paid to QSR franchisors.

        Advertising, Promotion and Image Enhancement.     Our franchisees are required to contribute 0.6% of their non-fuel revenues and net revenues from QSRs to partially fund system wide advertising, marketing and promotional expenses we incur.

        Non-fuel Product Offerings.     Franchisees are required to operate their travel centers in conformity with guidelines that we establish and offer any products and services that we deem to be a standard product or service in our network.

        Termination/Nonrenewal.     Generally, we may terminate or refuse to renew a network franchise agreement for default by the franchisee. We may also refuse to renew if we determine that renewal would not be in our economic interest or if the franchisee will not agree to the terms in our then current form of franchise agreement.

Legacy Franchise Agreements

        Six of our 23 franchised travel centers are operated under forms of our franchise agreement that were in use prior to 2002, when we adopted the franchise contract form described above as our network franchise agreement. The terms of these legacy franchise agreements are generally the same as our current network franchise agreements, except: the legacy franchise agreements generally require franchisees to pay us a royalty fee of 4% of all revenues earned directly or indirectly by the franchisee from any business conducted at or from the franchised premises, excluding fuel sales and sales at

28


QSRs; and these legacy franchise agreements do not require franchisees to purchase their diesel fuel from us, but generally require a franchisee to pay us an additional royalty fee of $0.004 per gallon on sales of qualified diesel fuel at the franchised travel center. The average remaining term of these legacy agreements as of September 30, 2006, was approximately three years.

Network Lease Agreements

        In addition to franchise fees, we also collect sublease rent from franchisees for the ten travel centers operated by franchisees that sublease travel centers from us. Each operator of a travel center that enters into a network lease agreement also must enter into a network franchise agreement. The material provisions of a network lease agreement include the following:

        Operating Costs.     The franchisee is responsible for the payment of all costs and expenses in connection with the operation of the leased travel centers, typically excluding certain environmental costs, certain maintenance costs and real property taxes.

        Term of Agreement.     The leases have an initial term of ten years and allow for two renewals of five years each. The remaining initial terms of the current network lease agreements end in 2012. The average remaining term of these agreements as of September 30, 2006, including all renewal periods, was 16 years.

        Rent.     Under the network lease, a franchisee must pay annual fixed rent equal to the sum of:

        Use of the Leased Travel Center.     The leased travel center must be operated as a travel center in compliance with all laws, including all environmental laws. The franchisee must submit to quality inspections that we request and appoint, subject to our approval, an employee as manager who is responsible for the day to day operations at the leased travel center.

        Termination/Nonrenewal.     The network lease agreements contain terms and provisions regarding termination and nonrenewal, which are substantially the same as the terms and provisions of the network franchise agreement. The network lease agreements are cross defaulted with the related network franchise agreements. In certain cases, we may reimburse the franchisee for a portion of the cost of certain capital improvements upon termination of the network lease.

Franchise Regulation

        Some states require state registration and delivery of specified disclosure documentation to potential franchisees and impose special regulations on petroleum franchises. Some state laws also impose restrictions on our ability to terminate or not to renew franchises and impose other limitations on the terms of our franchise relationships or the conduct of the business of our franchisor subsidiary. A number of states include, within the scope of their petroleum franchising statutes, prohibitions against price discrimination and other allegedly anticompetitive conduct. These provisions supplement applicable federal and state antitrust laws. Federal Trade Commission regulations require that we make extensive disclosure to prospective franchisees. We believe that we are in compliance with all franchise laws applicable to our business.

29


Competition

        The travel center and truck stop industry is fragmented and highly competitive. We believe that there are in excess of 3,000 travel center and truck stops located on or near highways nationwide.

        Fuel and non-fuel products and services can be obtained by long haul truck drivers from a variety of sources, including regional full service travel center and pumper only truck stop chains, independently owned and operated truck stops and some large service stations. In addition, some trucking companies operate their own terminals to provide fuel and services to their own trucking fleets.

        There are generally two types of fueling stations designed to serve the trucking industry:

    •
    full service travel centers, such as those in our network, which offer a broad range of products and services to long haul trucking fleets and their drivers, independent truck drivers and motorists, including: diesel fuel and gasoline; full service restaurants; QSRs; truck repair and maintenance; travel and convenience stores; parking areas; and various driver amenities; and

    •
    so called "pumper only" truck stops, which provide diesel fuel, typically at discounted prices, with limited additional services.

        A pumper only chain may include a majority of travel centers which typically contain no, or only one or two QSRs, limited store facilities and no truck repair and maintenance facilities.

        We believe that we experience substantial competition from pumper only truck stop chains and that this competition is based principally on diesel fuel prices.

        We also experience substantial competition from regional and super-regional full service travel center networks, which is based principally on diesel fuel prices and non-fuel product and service offerings.

        Our truck repair and maintenance facilities compete with regional full service travel center and truck stop chains, full service independently owned and operated truck stops, fleet maintenance terminals, independent garages, truck dealerships, truck quick lube facilities and other parts and service centers.

        We also compete with other full service restaurants, QSRs, mass merchandisers, electronics stores, drugstores and travel and convenience stores.

        Many truck fleets own their own fuel, repair and maintenance facilities. Although we believe the long term trend has been toward a reduction in these facilities in favor of obtaining fuel, repair and maintenance services from third parties like us, during the last few years of historically volatile fuel prices, this long term trend appears to have slowed.

        An additional source of competition in the future could result from commercialization of state owned interstate highway rest areas. Some state governments have historically requested that the federal government allow these rest areas to offer fuel and non-fuel products and services similar to that of a travel center. If commercialized, these rest areas may materially increase the number of locations competing with us.

        We believe we will be able to compete successfully for the following reasons:

    •
    By offering consistent products and services in our nationwide locations we are able to attract fleet and independent professional truck drivers as well as motorists.

    •
    Our existing management team has substantial experience in operating our business. Personnel to be provided to us by Reit Management have substantial experience in public company operation and finance and our management and shared services agreement with Reit

30

      Management may provide us with additional experience and knowledge in real estate acquisitions, maintenance and development.

    •
    Our continuing relationship with Hospitality Trust may provide us opportunities to expand our business by acquiring new leaseholds for travel centers from Hospitality Trust and by providing a source of financing for improvement to our existing centers and for development of new travel centers.

        Although we believe our management team is highly talented, the members of our team do not have extensive experience working together. We expect we may expand our business with Hospitality Trust; however, Hospitality Trust is not obligated to provide us with opportunities to lease additional properties, and we may not be able to find other sources of capital sufficient to maintain and grow our travel center business. Also, some of our competitors have substantially more resources than we do; and some of our competitors have vertically integrated fuel businesses which may provide them competitive advantages. For all of these reasons and others, we can provide no assurance that we will be able to compete successfully.

Environmental Matters

        Our operations and properties are extensively regulated by environmental laws under which we may be required to investigate and clean up hazardous substances, including petroleum products, released at a property, and may be held liable to a governmental entity or to third parties for property damage and personal injuries and for investigation and clean up costs incurred in connection with any contamination. These laws:

    •
    govern operations that may have adverse environmental effects, such as discharges to air, soil and water, as well as the management of hazardous substances; and

    •
    impose liability for the costs of cleaning up properties affected by, and for damages resulting from, disposal or other releases of hazardous substances.

        We use underground storage tanks and above ground storage tanks to store petroleum products and waste at our travel centers. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in case of a release. At some locations, we must also comply with environmental laws relating to vapor recovery and discharges to water.

        From time to time our predecessor received notices of alleged violations of environmental laws or otherwise became aware of the need to undertake corrective actions to comply with environmental laws at its travel centers and regularly conducted investigatory and remedial actions with respect to releases of hazardous substances at the travel centers we will operate. We will be responsible for these matters after the spin off. In some cases we may receive contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at travel centers purchased from such indemnitors.

        In 2006 our predecessor commissioned a third party review of currently known environmental liabilities to confirm its estimates of the likely amounts of remediation costs at currently active sites and what our predecessor believed will be its share of those costs. As of September 30, 2006, our predecessor had a reserve of $11.8 million for unindemnified environmental matters for which we will be responsible, a receivable for estimated insurance recoveries of these estimated future expenditures of $4.9 million and $4.4 million of cash in an escrow account to fund certain of these estimated expenditures, leaving an estimated net amount of $2.5 million to be funded by us in the future. While we cannot precisely estimate the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation,

31


based on our current knowledge we do not expect that the costs to be incurred at our travel centers, individually or in the aggregate, will be material to our financial condition, results of operations or cash flow. However, we cannot be certain that we know of all existing contamination present in our travel center network, or that material liability will not be imposed on us in the future. If additional environmental problems arise or are discovered, or if additional environmental requirements are imposed by government agencies, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.

        We expect to continue our predecessor's program and personnel dedicated to monitoring our exposure to environmental liabilities. Also, we will succeed to insurance of up to $35 million for unanticipated costs regarding certain known environmental liabilities and of up to $40 million regarding certain unknown or future environmental liabilities subject to certain limitations and deductibles. However, we can provide no assurance that:

    •
    we or a prior owner, operator or occupant of our travel centers did not create a material environmental condition not known to us at this time;

    •
    future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations) will not result in the imposition of additional environmental liability upon us; or

    •
    we will be able to maintain similar environmental insurance coverage in the future under acceptable terms.

        Under our lease, we have agreed to indemnify Hospitality Trust for any environmental liabilities related to travel centers which we lease and which arise during the term of the lease.

Employees

        As of September 30, 2006, our predecessor employed approximately 11,900 people on a full time or part time basis. Of this total, approximately 11,450 were employed at travel centers we will operate, 400 performed managerial, operational or support services at TravelCenters of America, Inc.'s headquarters or elsewhere and 50 employees staffed the distribution center. Only 19 of the employees at two travel centers are covered by collective bargaining agreements. We believe that our predecessor's relations with its employees has been satisfactory and that we will be able to maintain such satisfactory relations.

Other Properties

        Our principal executive offices are leased and are located at 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145-5639. Our distribution center is leased and is located at 1450 Gould Boulevard, LaVergne, Tennessee 37086-3535.

        Our predecessor's network currently consists of 163 travel centers. Our predecessor operates 140 of these travel centers and our predecessor's franchisees operate 23 of these travel centers. Our predecessor is constructing two travel centers that are expected to be completed in 2007. Our predecessor has a parcel of land under agreement for acquisition on which we may decide to build an additional facility. Also, we expect to own one site that is closed and held for sale. We can provide no assurance that we will successfully complete the construction, acquisition or sale, as applicable, of any of these travel centers.

Legal Proceedings

        On February 27, 2006, Flying J, Inc. and certain of its affiliates filed a lawsuit against a subsidiary of our predecessor and Pilot Travel Centers, LLC and certain of its affiliates in the U.S. District Court for the District of Utah. Flying J and Pilot are competitors of ours. Flying J also markets a fuel

32


purchasing credit card to trucking companies. The Flying J lawsuit claims, in essence, that our predecessor's subsidiary and Pilot have refused to accept the Flying J fuel card, and that such refusal was the result of unlawful concerted action. Flying J is seeking, among other things, an injunction requiring our predecessor's subsidiary and Pilot to accept the Flying J fuel card and damages. We believe that there are substantial factual and legal defenses to Flying J's claims. This case is at an early stage and we cannot estimate our ultimate exposure to loss or liability, if any, related to this litigation.

        On December 7, 2005, the Internal Revenue Service, or IRS, seized approximately $5,325,000 from our predecessor's bank account pursuant to a seizure warrant alleging that these funds were proceeds of alleged illegal gambling operations conducted by a game vendor of our predecessor in space leased from our predecessor at three of our predecessor's travel centers in Maryland. The game vendor indemnified our predecessor as to the legality of the games at the time it leased the space to the vendor. A civil complaint for forfeiture was filed by the Maryland U.S. Attorney's Office, and our predecessor filed a statement of interest in the seized funds and an answer denying liability. Due to their loss of control over these funds, our predecessor expensed as an operating expense in December 2005 the full amount seized. In December 2006, our predecessor executed a settlement agreement with the IRS under which $1,262,000 of the seized funds will be returned to it and it forfeited all interest in the remaining seized funds without an admission of liability. The funds that will be returned will be recorded as income in a period subsequent to September 30, 2006. Our predecessor currently intends to pursue its rights under the indemnification from the game vendor, but it is uncertain whether our predecessor will be able to recover all or a portion of our predecessor's losses from the game vendor; accordingly, a receivable for any indemnification proceeds has not been recognized.

        On November 3, 2006, Great American Insurance Company of New York and Novartis Pharmaceuticals Corporation ("Novartis") filed a complaint against TA Operating Corporation, TravelCenters of America, Inc., Travel Centers Properties, LP and third party Prime, Inc. in connection with the alleged theft of a tractor trailer operated by Prime which contained certain of Novartis' pharmaceutical products. The alleged theft occurred at our predecessor's Bloomsbury, New Jersey travel center. Novartis seeks damages up to or exceeding $30,000,000 together with interests and costs, attorneys' fees and disbursements. On January 5, 2007, TravelCenters of America, Inc. answered Novartis's complaint and asserted a cross claim for contribution and indemnification against Prime. Our predecessor believes that there are substantial defenses to these claims and that this matter will be covered by one or more of its existing insurance policies.

        On or about December 13, 2006, a class action lawsuit was filed against TravelCenters of America, Inc. and numerous other defendants in the United States District Court for the Northern District of California. The class action plaintiffs brought this complaint "on behalf of persons who purchased motor fuel in the states of California, Arizona, Texas, Florida, North Carolina, New Jersey and Virginia when the motor fuel at the time of sale to plaintiffs or class members was greater than 60 degrees Fahrenheit." The complaint alleges that "the defendants delivered a smaller quantity of motor fuel to plaintiffs or class members than the amount for which defendants charged them because the defendants measured the amount of motor fuel they delivered in non-standard "gallons" which contained variable quantities of motor fuel depending on the temperature of the motor fuel." The complaint alleges that the amount in controversy exceeds the sum or value of $5 million exclusive of interest and costs. The complaint seeks, among other relief, an order requiring the defendants to install temperature correcting equipment on their retail motor fuel dispensing devices and to post conspicuous notice of the temperature at which their fuel is being sold, and an award of monetary damages and reasonable attorneys fees. We believe that there are substantial factual and legal defenses to this complaint. This case is at an early stage and we cannot estimate our ultimate exposure to loss or liability, if any, related to this litigation.

        Our predecessor has been, and we expect to be, involved from time to time in various legal and administrative proceedings and threatened legal and administrative proceedings incidental to the

33


ordinary course of our business. Except for the litigation described above, we believe that our predecessor and we are not now involved in any litigation which, individually or in the aggregate, could have a material adverse affect on our business, financial condition, results of operations or cash flows.

Intellectual Property

        Neither we nor our predecessor own any patents. We will have the right to use the name "TravelCenters of America" and other trademarks used by our predecessor which will be owned by Hospitality Trust, generally during the term of our lease with Hospitality Trust. We also license certain trademarks used in the operation of our QSRs, and licensed to us generally for periods of five to 20 years. We believe that these trademarks are important to our business, but, without exception, could be replaced with alternative marks without significant disruption in our business.


SELECTED HISTORICAL FINANCIAL INFORMATION

        Since our formation on October 10, 2006 and until the completion of the spin off, we have had and expect to have no operations, revenues, expenses, liabilities or assets except the nominal initial capitalization provided by Hospitality Trust.

        TravelCenters of America, Inc. is considered to be our predecessor under applicable rules and regulations of the SEC. The Hospitality Trust acquisition, related restructuring and the spin off will cause our future assets, liabilities, financial position, results of operations and cash flows to be materially different than those of our predecessor. The most significant of these differences include the facts that TravelCenters of America, Inc.:

whereas we expect:

        Among other things, these differences will cause us to incur substantial expenses which were not incurred by our predecessor, for example, rent payments to Hospitality Trust and costs associated with operating as a public company. For all of these reasons, the historical financial information of our predecessor is not indicative of our future financial position, results of operations or cash flows.

        The following table presents selected historical financial information of our predecessor for each of the last five fiscal years and the nine month periods ended September 30, 2005 and 2006. The information set forth below with respect to fiscal years 2003, 2004 and 2005 was derived from, and should be read in conjunction with, the audited consolidated financial statements of our predecessor included elsewhere in this prospectus. The information set forth below with respect to the fiscal years 2002 and 2001 was derived from audited consolidated financial statements of our predecessor that are not included in this prospectus. The historical unaudited consolidated financial information for the nine months ended September 30, 2005, and 2006 was derived from, and should be read in conjunction with, the unaudited consolidated financial statements of our predecessor included elsewhere in this prospectus. The unaudited consolidated financial information reflects, in our predecessor's opinion, all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and results of operations of our predecessor for the unaudited periods. The results of operations for the interim periods are not necessarily indicative of operating results for the full years of

34


which they are parts. The following information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations—Historical Results of Operations—Our Predecessor" and our pro forma financial statements and the notes thereto included elsewhere in this prospectus.

 
  Predecessor—TravelCenters of America, Inc.
 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  2001
  2002(1)
  2003
  2004(2)(3)
  2005(3)(4)
  2005(3)(4)
  2006(3)
 
  (dollars in thousands)

Income statement data:                                          
  Revenues   $ 1,934,612   $ 1,870,870   $ 2,176,230   $ 2,677,864   $ 4,075,569   $ 2,929,975   $ 3,678,468
  Income (loss) from continuing operations     (10,054 )   1,271     9,144     14,862     (2,095 )   388     25,105
Income (loss) from continuing operations per share:                                          
  Basic     (1.45 )   0.18     1.32     2.14     (0.30 )   0.06     3.62
  Diluted     (1.45 )   0.18     1.26     2.04     (0.30 )   0.05     3.32
Balance sheet data, end of period:                                          
  Total assets     679,940     660,767     650,567     897,729     939,704     953,282     1,003,707
  Long term obligations     547,534     523,934     502,033     682,892     675,638     680,328     670,464
(1)
Beginning in 2002, as a result of adopting a new accounting pronouncement, our predecessor ceased amortization of its goodwill and trademark intangible assets.

(2)
Includes the operating results of 11 travel centers our predecessor acquired on December 1, 2004, beginning on the acquisition date, as well as the acquisition of the improvements at eight sites our predecessor had been leasing until the lease was terminated in December 2004.

(3)
Our predecessor's results for the years ended December 31, 2004 and 2005 and for the nine month periods ended September 30, 2005 and 2006 included pre-tax charges for compensation expense related to stock options of $65, $8,921, $53 and $11,946, respectively.

(4)
Our predecessor's results for the year ended December 31, 2005, and the nine months ended September 30, 2005, included pre-tax charges of $39,566 and $39,375, respectively, for debt extinguishment and refinancing expenses incurred in connection with a refinancing of debt in June 2005.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

        We were formed in October 2006 as a Delaware limited liability company. We were formed as a 100% owned subsidiary of Hospitality Trust to succeed to the operating business of TravelCenters of America, Inc. which we refer to as our predecessor and which Hospitality Trust has agreed to acquire. We have operated as a shell company subsidiary of Hospitality Trust since our formation. As a result, our brief history is not comparable to operations which we expect to conduct.

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        Because of the expected restructuring and spin off, the historical financial information of our predecessor is not indicative of our future financial position, results of operations or cash flows. You should read the following discussion in conjunction with our historical and pro forma financial statements and the financial statements of our predecessor included elsewhere in this prospectus.

        Our revenues and income are subject to potentially material changes as a result of the market prices of diesel fuel and gasoline, as well as the availability of these products. These factors are subject to the worldwide crude oil supply chain, which historically has incurred shocks as a result of, among other things, severe weather, political crises, wars and other military actions and variations in demand, which are often the result of changes in the macroeconomic environment. Over the past few years we have experienced a significant increase in the cost of diesel fuel and gasoline as crude oil demand increased during the economic recovery in the United States and events such as Hurricane Katrina affected the supply system. These significant increases in our costs for these products can largely be passed on to our customers, but the volatility in the crude oil and refined products markets can result in shorter term negative effects on our profitability. We expect that the crude oil and refined product markets will continue to be volatile and that prices for these products will remain at these historically high levels for the foreseeable future. We do not expect that this price volatility will have a significant effect on our results in the foreseeable future. Likewise, while we at times experience short term product availability issues in limited areas of the country, we do not expect a material effect on our results of operations from these supply disruptions.

Historical Results of Operations for Our Predecessor

Same Site Results Comparisons

        As part of the discussion and analysis of our predecessor's operating results we refer to increases and decreases in results on a same site basis. For purposes of these comparisons, a travel center is included in same site comparisons only for the period for which it was open for business under the same method of operation (company operated, franchisee leased and operated or franchisee owned and operated) in both years being compared. Travel centers are not excluded from the same site comparisons as a result of expansions in their square footage or in the services offered.

Relevance of Fuel Revenues

        Due to market pricing of commodity fuel products and the pricing arrangements with fuel customers, fuel revenue is not a reliable metric for analyzing our predecessor's results from period to period. As a result solely of changes in crude oil and refined products market prices, our predecessor's fuel revenue may increase or decrease significantly, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in gross profit per gallon. We consider fuel volumes to be a better measure of comparative performance than fuel revenues.

Nine Months ended September 30, 2006, Compared to Nine Months ended September 30, 2005

        Revenues.     Our predecessor's revenues for the nine month period ended September 30, 2006, were $3,678.5 million, which represents an increase from the nine month period ended September 30, 2005, of $748.5 million, or 25.5%, that was primarily attributable to an increase in fuel revenue.

        Fuel revenue for the nine month period ended September 30, 2006, increased by $715.3 million, or 31.2%, as compared to the same period in 2005. The increase was principally the result of increased average selling prices for both diesel fuel and gasoline, but also resulted from increases in sales volumes for both diesel fuel and gasoline. Average diesel fuel and gasoline sales prices for the nine months ended September 30, 2006, increased by 24.6% and 23.7%, respectively, as compared to the same period in 2005, reflecting increases in commodity prices that were attributable to higher crude oil costs, due to increased worldwide demand and political unrest in oil producing regions of the world.

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Diesel fuel and gasoline sales volumes for the nine months ended September 30, 2006, increased 5.4% and 4.7%, respectively, as compared to the same period in 2005. For the nine months ended September 30, 2006, our predecessor sold 1,234.8 million gallons of diesel fuel and 154.7 million gallons of gasoline, as compared to 1,171.0 million gallons of diesel fuel and 147.8 million gallons of gasoline for the nine months ended September 30, 2005. The diesel fuel sales volume increase of 63.7 million gallons resulted from a 9.2% increase in same site diesel fuel sales volumes and a net increase in sales volumes at company operated sites our predecessor added to or eliminated from its network during 2005 and 2006, somewhat offset by a 31.7 million gallon, or 35.7% decrease in wholesale diesel fuel sales volumes. The gasoline sales volume increase was primarily attributable to a 3.3% increase in same site gasoline sales volumes and a net increase in sales volumes at company operated travel centers our predecessor added to or eliminated from its network during 2005 and 2006, somewhat offset by a 3.3 million gallon, or 98.5% decrease in wholesale gasoline sales volumes that resulted from our predecessor's decision to be less active in wholesale gasoline sales. Our predecessor believes the same site fuel sales volume increase resulted from its competitive pricing strategies as well as its strong nonfuel products and services offerings. Our predecessor believes the decreases in wholesale sales volumes for both diesel and gasoline resulted from the sharp volatility in commodity prices during 2006 and the high level of commodity prices. Fuel revenues were 81.8% of our predecessor's total revenues for the nine month period ended September 30, 2006, as compared to 78.3% for the same period in 2005, principally as a result of higher fuel prices.

        Non-fuel revenues for the nine month period ended September 30, 2006, of $660.7 million included an increase of $33.1 million, or 5.3%, as compared to the same period in 2005. The increase was the result of a 4.6% increase in same site non-fuel revenues and the increased sales at company operated travel centers added to our predecessor's network in 2005 and 2006. Our predecessor believes the same site increase reflected increased customer traffic resulting, in part, from the capital improvements that our predecessor made to its travel centers, from a slightly expanded freight market and also from its fuel marketing strategy. Non-fuel revenues were 18.0% of our predecessor's total revenues for the nine month period ended September 30, 2006, as compared to 21.4% for the same period in 2005, principally as a result of higher fuel prices.

        Rent and royalty revenues for the nine month period ended September 30, 2006, were flat compared to the same period in 2005. This was attributable to the offsetting effects of rent and royalty revenue lost as a result of the conversions of two leased sites to company operated sites during 2005, the initial and continuing franchise fees related to three franchisee owned and operated sites added to the network in 2005 and 2006, and increases in both rent and royalty revenues on a same site basis. Royalty revenue increased 3.1% on a same site basis and there was a 3.7% increase in same site rent revenue.

        Cost of goods sold (excluding depreciation).     Our cost of goods sold for the nine month period ended September 30, 2006, was $3,174.2 million, an increase of $708.4 million, or 28.7%, as compared to the same period in 2005 that was primarily attributable to an increase in fuel cost.

        Fuel cost for the nine month period ended September 30, 2006, increased by $692.8 million, or 31.4%, as compared to the same period in 2005. The increase was attributable principally to increased market prices for our predecessor's purchases of diesel fuel and gasoline, but also resulted from the increases in sales volumes for both diesel fuel and gasoline as described above. Average diesel fuel and gasoline purchase prices for the nine months ended September 30, 2006, increased by 24.7% and 24.9%, respectively, as compared to the same period in 2005, reflecting increases in commodity prices that were attributable to higher crude oil costs due to increased worldwide demand and political unrest in oil producing regions of the world.

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        Non-fuel cost of goods sold for the nine month period ended September 30, 2006, of $275.1 million included an increase of $15.6 million, or 6.0%, as compared to the same period in 2005. This increase was primarily attributable to the increased level of non-fuel sales described above.

        Operating and selling, general and administrative expenses.     Our predecessor's operating expenses included the direct expenses of company operated sites and the ownership costs of leased sites, and its selling, general and administrative expenses included corporate overhead and administrative costs. Our predecessor's operating expenses increased by $16.6 million, or 5.4%, to $325.1 million for the nine month period ended September 30, 2006, compared to $308.4 million for the same period in 2005. This increase resulted from a $19.7 million, or 6.5% increase on a same site basis and a net increase resulting from company operated travel centers added to or eliminated from our predecessor's network during 2005 and 2006. The same site increase was primarily related to the increased costs necessary to support the increased level of non-fuel sales and also reflected higher credit card transaction fees associated with increases in fuel and non-fuel revenues and an increase in energy costs. On a same site basis, operating expenses as a percentage of non-fuel revenues for the nine months ended September 30, 2006 were 49.7%, compared to 48.8% for the same period in 2005, reflecting increased credit card transaction fees and utility costs. This increase was somewhat offset by a $4.4 million net reduction of operating expense recognized in June 2006 upon the settlement of certain claims as described below under the heading "Other income (expenses), net."

        Our predecessor's selling, general and administrative expenses for the nine month period ended September 30, 2006, were $48.5 million, representing a $15.8 million, or 48.4% increase from the same period in 2005 that was primarily attributable to share based compensation expense. Share based compensation expense for the nine months ended September 30, 2006, increased by $11.9 million over the same period of 2005. The remaining $3.9 million increase was primarily related to personnel cost increases. The increased level of share based compensation expense in 2006 as compared to 2005 resulted from the increase in the number of vested performance stock options in the 2006 period as compared to the 2005 period, as well as an increase in the estimated value of those options.

        Depreciation and amortization expense.     Depreciation and amortization expense for the nine month period ended September 30, 2006, was $52.1 million, as compared to $46.1 million for the same period in 2005, an increase of $6.0 million, or 13.1%. This increase resulted from our predecessor's investments in additional depreciable assets in 2006 and 2005.

        Merger and refinancing expenses.     During the nine months ended September 30, 2006, our predecessor recognized a charge of $4.8 million related to expenses incurred in marketing itself for sale, primarily costs related to debt financings that will not be pursued further.

        Gain on asset sales.     For the nine month period ended September 30, 2006, the gain on asset sales of $0.6 million primarily was generated from the sale of excess land, while the gain on asset sales of $0.2 million for the nine month period ended September 30, 2005 primarily was generated from the sale of one company operated travel center.

        Income from operations.     Our predecessor generated income from operations of $74.3 million for the nine month period ended September 30, 2006, compared to income from operations of $77.2 million for the same period in 2005. This decrease of $2.9 million, or 3.8%, as compared to the 2005 period was primarily the result of the $11.9 million increase in share based compensation expense in the 2006 period. The effect of increased share based compensation expense was somewhat offset by the $4.4 million expense reduction related to claims settlements and the increased gross profit that resulted from increased fuel and non-fuel sales volumes and fuel margins per gallon.

        Other income (expense), net.     In 2006 our predecessor reached settlements of two claims made in connection with transactions that occurred in 2000. Our predecessor incurred $1.2 million of expenses

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in the 2006 period prior to the settlement in pursuit of these claims. As a result of the settlements, which totalled $6.9 million, our predecessor recognized $5.6 million as a reduction of operating expenses because it represented the recovery of related expenses that had been incurred in 2006 and prior years. The remaining $1.3 million of the settlement amounts represented a gain on claim settlements and was recognized in non-operating income. During the nine months ended September 30, 2005, our predecessor incurred $39.4 million of expenses in connection with a refinancing and recognized a gain on sale of investment of $2.0 million in 2005. This gain was related to the 2004 sale of an equity investment and was recognized in 2005 when the last portion of sales proceeds was released from escrow as a result of the resolution of certain contingencies.

        Interest and other financial costs, net.     Interest and other financial costs, net, for the nine month period ended September 30, 2006, of $35.0 million decreased by $2.7 million, or 7.2%, compared to the same period in 2005. This decrease resulted from a reduction in our predecessor's weighted average effective borrowing rates as a result of its June 2005 refinancing.

        Income taxes.     Our predecessor's effective income tax rate for the nine month period ended September 30, 2005, was not meaningful, primarily due to the effect of expenses related to the 2005 refinancing transactions. Our predecessor's effective income tax rate for the nine month period ended September 30, 2006, was 38.1% and, excluding the impact of the expenses related to the refinancing transactions, would have been 39.1% for the same period in 2005. These rates differed from the federal statutory rate due primarily to state income taxes partially offset by the benefit of certain tax credits. The difference in these effective tax rates between the 2006 period and the 2005 period was primarily the result of changes in effective state tax rates.

Year ended December 31, 2005 Compared to Year ended December 31, 2004

        Revenues.     Our predecessor's revenues for 2005 were $4,075.3 million, which represented an increase from 2004 of $1,397.4 million, or 52.2%, that was the result of increases in both fuel revenue and non-fuel revenues. The fuel and non-fuel revenue increases are in part the result of the addition of eleven travel centers acquired in December 2004 and in part the result of factors described below.

        Fuel revenue for 2005 increased by $1,272.6 million, or 65.0%, as compared to 2004. The increase was principally from increased average selling prices for both diesel fuel and gasoline. These prices increased by 43.7% and 28.2%, respectively, as compared to 2004, reflecting increases in commodity prices resulting from higher crude oil costs due to increased worldwide demand, refinery outages and other refined petroleum product supply disruptions, including the effects of Hurricanes Katrina and Rita in late 2005. Diesel fuel and gasoline sales volumes for 2005 increased 17.7% and 7.1%, respectively, as compared to 2004. In 2005, our predecessor sold 1,575.5 million gallons of diesel fuel and 195.9 million gallons of gasoline, as compared to 1,338.0 million gallons of diesel fuel and 182.9 million gallons of gasoline sold in 2004. The diesel fuel sales volume increase of 237.4 million gallons primarily resulted from a 115.4 million gallon net increase in sales volume at travel centers that our predecessor added to or eliminated from its network during 2004 and 2005, and a 9.3% increase in same site diesel fuel sales volumes. Our predecessor also increased sales volume of wholesale diesel fuel in 2005 by 18.8 million gallons, or 20.6%, over the 2004 level. The gasoline sales volume increase of 13.0 million gallons, or 7.1%, was primarily attributable to a 14.8 million gallon net increase in sales volumes at company operated travel centers our predecessor added to or eliminated from its network during 2004 and 2005, and a 0.2% increase in same site gasoline sales volumes, partially offset by a 2.4 million gallon decrease in wholesale gasoline sales volumes. Our predecessor believes the same site diesel fuel sales volume increase resulted from an expanded freight market in 2005 and our predecessor's competitive fuel marketing strategies, somewhat offset by an increase in the level of freight carried by train instead of truck and an increase in trucking fleets' self fueling at their own terminals due to wide fluctuations in, and high levels of, diesel prices in 2005. Our predecessor believes the same site increase in gasoline sales volume resulted primarily from increased motorist visits to our

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travel centers as a result of our predecessor's more aggressive retail gasoline pricing program as well as site improvements made as part of our predecessor's capital investment program, partially offset by the negative effects on motorist purchases of the high prices and the supply disruptions caused by Hurricanes Katrina and Rita in late 2005. Our predecessor believes the decreases in wholesale sales volumes for both diesel and gasoline resulted from the volatility in commodity prices during 2005, coupled with the high level of commodity prices and our predecessor's decision to be less active in wholesale gasoline sales. Fuel revenues were 79.3% of our predecessor's total revenues for 2005 as compared to 73.2% for 2004, principally as a result of higher fuel prices.

        Non-fuel revenues for 2005 of $833.5 million reflected an increase of $125.5 million, or 17.7%, as compared to 2004. The increase was primarily attributable to the $73.3 million net increase in sales at the company operated travel centers our predecessor added to or eliminated from its network during 2004 and 2005 and also was attributable to a 7.3% increase in same site non-fuel revenues. Our predecessor believes the same site increases reflected increased customer traffic resulting, in part, from the capital improvements that our predecessor made to upgrade its travel centers, from an expanded freight market and from our predecessor's competitive fuel marketing strategies. Non-fuel revenues were 20.5% of our predecessor's total revenues for 2005 as compared to 26.4% for 2004, principally as a result of higher fuel prices.

        Rent and royalty revenues for 2005 decreased $0.7 million, or 6.8%, as compared to 2004, attributable to the rent and royalty revenue lost as a result of the conversions of four leased travel centers to company operated travel centers during 2004 and 2005. This decrease was partially offset by a 5.3% increase in same site royalty revenue and a 3.6% increase in same site rent revenue.

        Cost of goods sold (excluding depreciation).     Our cost of goods sold for 2005 were $3,450.8 million, which represents an increase from 2004 of $1,303.8 million, or 60.7%, that was primarily attributable to an increase in fuel cost.

        Fuel cost for 2005 increased by $1,245.4 million, or 67.1%, as compared to 2004. The increase was attributable principally to increased market prices for our predecessor's purchases of diesel fuel and gasoline, but also resulted from the increases in sales volumes for both diesel fuel and gasoline that were described above. Average diesel fuel and gasoline purchase prices for 2005 increased by 45.6% and 29.3%, respectively, as compared to 2004, reflecting increases in commodity prices that were attributable to higher crude oil costs due to increased worldwide demand and political unrest in oil producing regions of the world.

        Non-fuel cost of goods sold for 2005 of $348.3 million included an increase of $58.4 million, or 20.1%, as compared to 2004. This increase is primarily attributable to the increased level of non-fuel sales described above.

        Operating and selling, general and administrative expenses.     Our predecessor's operating expenses included the direct expenses of company operated sites and the ownership costs of leased sites, and its selling, general and administrative expenses included corporate overhead and administrative costs. Our predecessor's operating expenses increased by $58.2 million, or 16.1%, to $420.4 million for 2005 compared to $362.2 million for 2004. This increase was primarily attributable to a net increase resulting from travel centers that our predecessor added to or eliminated from its network during 2004 and 2005, and a 4.0% increase on a same site basis. The increase was also due in part to a $5.3 million charge our predecessor recorded in 2005 in connection with a seizure of funds by the government in a legal dispute concerning revenues we received from a vendor of ours operating certain video games alleged by the government to be illegal gambling devices.

        Our predecessor's selling, general and administrative expenses for 2005 were $53.1 million, which reflected a $9.9 million, or 22.9%, increase from 2004 that was primarily attributable to stock compensation costs. Stock compensation expense for 2005 was $8.9 million, primarily related to the

40


vesting of performance stock options. Stock compensation expense for 2004 was $0.1 million. The remaining $1.0 million increase was primarily due to increased personnel costs, partially resulting from the addition of sites in late 2004.

        Depreciation and amortization expense.     Depreciation and amortization expense for 2005 was $65.0 million, compared to $58.8 million for 2004, an increase of $6.2 million, or 10.6%, that was primarily due to travel centers acquired in 2004, as well as other capital additions purchased in 2004 and 2005.

        (Gain) loss on asset sales.     For 2005, gain on asset sales of $0.2 million arose primarily from the sale of a travel center and excess land, while gain on asset sales of $2.5 million for 2004 was generated primarily from the sale of two company operated travel centers, one closed travel center and our predecessor's fractional shares of three aircraft.

        Income from operations.     Our predecessor generated income from operations of $86.3 million for 2005, compared to income from operations of $69.3 million for 2004. This increase of $17.0 million, or 24.6%, as compared to 2004 was primarily attributable to the increased level of gross margin which was partially offset by the increased level of expenses, especially stock compensation expense and the write off related to funds seized by the government as described above.

        Other income (expense), net.     Until April 2004, our predecessor owned 21.5% of an equity investee and recognized $0.2 million in 2004 as its equity share of the investee's earnings. There were no such investees in 2005. Our predecessor's gain on sale of investment of $2.0 million for 2005 resulted from the 2004 sale of an equity investment. During 2004, a gain of $1.6 million was recognized when the transaction closed, and an additional gain was recognized in 2005 when the last portion of sales proceeds was released from escrow as a result of the resolution of certain contingencies. For 2005, our predecessor recognized $39.6 million of debt extinguishment and refinancing expenses in connection with refinancing transactions in that year. For 2004, our predecessor recognized $1.7 million of debt extinguishment and refinancing expenses in connection with 2004 refinancing transactions.

        Interest and other financial costs, net.     Interest and other financial costs, net, for 2005 increased by $2.5 million, or 5.3%, compared to 2004. This increase primarily resulted from the increased level of interest rates in 2005 as compared to 2004.

        Income taxes.     Our predecessor's effective income tax rate for 2005 was not meaningful, primarily due to the nondeductibility of certain expenses for tax purposes (principally those related to the $5.3 million charge related to funds seized by the government). Excluding the impact of the $5.3 million charge, our predecessor's effective income tax rate for 2005 would have been 41.7% and was 36.3% for 2004. These rates differed from the federal statutory rate due primarily to state and foreign income taxes partially offset by the benefit of certain tax credits. The difference in these effective tax rates between 2005 and 2004 was primarily the result of changes in effective state tax rates.

Year ended December 31, 2004 Compared to Year ended December 31, 2003

        Revenues.     Our predecessor's revenues for 2004 were $2,677.9 million, which represents an increase from 2003 of $501.6 million, or 23.1%, that was primarily attributable to an increase in fuel revenues but also resulted from increased non-fuel revenues.

        Fuel revenues for 2004 increased by $445.6 million, or 29.4%, as compared to 2003. The increase was attributable principally to increased average selling prices for both diesel fuel and gasoline for 2004 which increased by 31.1% and 26.4%, respectively, as compared to 2003, reflecting increases in commodity prices due to increased worldwide demand, refinery outages and other supply disruptions. These price increases were somewhat offset by decreases in diesel fuel and gasoline sales volumes

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which for 2004 decreased 0.2% and 4.3%, respectively, as compared to 2003. For 2004, our predecessor sold 1,338.0 million gallons of diesel fuel and 182.9 million gallons of gasoline, as compared to 1,341.1 million gallons of diesel fuel and 191.1 million gallons of gasoline for 2003. The diesel fuel sales volume decrease of 3.1 million gallons primarily resulted from a 9.9 million gallon, or 9.7%, decrease in wholesale diesel fuel sales volume that was partially offset by a 0.6% increase in same site diesel fuel sales volumes and a net increase in sales volumes at travel centers our predecessor added to or eliminated from its network during 2003 and 2004. The gasoline sales volume decrease of 8.2 million gallons was primarily attributable to a 16.9 million gallon, or 74.7%, decrease in wholesale gasoline sales volumes that was partially offset by a 2.0% increase in same site gasoline sales volumes and a net increase in gasoline volumes at company operated travel centers our predecessor added to or eliminated from its network during 2003 and 2004. Our predecessor believes the same site diesel fuel sales volume increase resulted from an expanded freight market in 2004 and our predecessor's retail diesel fuel pricing strategies, which factors were somewhat offset by an increase in the level of freight carried by train instead of truck and an increase in trucking fleets self fueling at their own terminals due to the wide fluctuations in, and high levels of, diesel prices in 2004. Our predecessor believes the same site increase in gasoline sales volume resulted primarily from increased motorist visits to our predecessor's travel centers as a result of our predecessor's competitive retail gasoline pricing strategies as well as site improvements made as part of our predecessor's capital investment program. Our predecessor believes the decreases in wholesale sales volumes for both diesel and gasoline result from the sharp volatility in commodity prices during 2004 coupled with the high level of commodity prices. Fuel revenues were 73.2% of our predecessor's total revenues for 2004 as compared to 69.5% for 2003, principally as a result of higher fuel prices.

        Non-fuel revenues for 2004 of $708.0 million reflected an increase of $58.5 million, or 9.0%, as compared to 2003. The increase was primarily attributable to a 6.0% increase in same site non-fuel revenues and also to the net increase in sales at the company operated travel centers our predecessor added to or eliminated from its network during 2003 and 2004. Our predecessor believes the same site increase reflected increased customer traffic resulting, in part, from the capital improvements that our predecessor has made, from an expanded freight market and also from our predecessor's fuel pricing strategies. Non-fuel revenues were 26.4% of our predecessor's total revenues for 2004 as compared to 29.9% for 2003, principally as a result of higher fuel prices.

        Rent and royalty revenues for 2004 declined $2.4 million, or 18.4%, compared to 2003, reflecting rents and royalties lost as a result of the conversions of eight leased travel centers to company operated travel centers during 2003 and 2004. This decrease was partially offset by a 3.5% increase in same site royalty revenue and a 3.9% increase in same site rent revenue.

        Cost of goods sold (excluding depreciation).     The cost of goods sold for 2004 were $2,147.0 million, which represents an increase from 2003 of $472.3 million, or 28.2%, that was primarily attributable to an increase in fuel cost.

        Fuel cost for 2004 increased by $448.4 million, or 31.8%, as compared to 2003. The increase was attributable to increased market prices for diesel fuel and gasoline, somewhat offset by the decreases in sales volumes for both diesel fuel and gasoline as described above. Average diesel fuel and gasoline purchase prices for 2004 increased by 33.7% and 28.2%, respectively, as compared to 2003, reflecting increases in commodity prices due to increased worldwide demand and political unrest in oil producing regions of the world.

        Non-fuel cost of goods sold for 2004 of $289.9 million included an increase of $23.8 million, or 9.0%, as compared to 2003. This increase is primarily attributable to the increased level of non-fuel sales described above.

        Operating and selling, general and administrative expenses.     Our predecessor's operating expenses included the direct expenses of company operated sites and the ownership costs of leased sites, and its

42


selling, general and administrative expenses included corporate overhead and administrative costs. Our predecessor's operating expenses increased by $19.5 million, or 5.7%, to $361.5 million for 2004 compared to $342.0 million for 2003. This increase was primarily attributable to a net increase from travel centers our predecessor added to or eliminated from its network during 2003 and 2004 and a 3.5% increase on a same site basis.

        Our predecessor's selling, general and administrative expenses for 2004 were $43.2 million, which reflected a $2.6 million, or 6.5%, increase from 2003 that was primarily attributable to personnel costs.

        Depreciation and amortization expense.     Depreciation and amortization expense for 2004 was $58.8 million, compared to $60.4 million for 2003, a decrease of $1.6 million, or 2.7%, that was primarily due to an impairment charge of $0.9 million recognized in 2003 and a $0.5 million decrease in amortization expense that resulted from an intangible asset becoming fully amortized during 2003.

        (Gain) loss on asset sales.     For 2004, the gain on asset sales of $2.5 million was generated primarily from the sale of two travel centers, one closed travel center and our predecessor's fractional shares of three aircraft, while the gain on asset sales of $1.5 million for 2003 was generated primarily from the sale of three travel centers.

        Income from operations.     Our predecessor generated income from operations of $69.3 million for 2004, compared to income from operations of $60.0 million for 2003. This increase of $9.3 million, or 15.5%, as compared to the 2003 period was primarily attributable to the increased level of non-fuel revenues at a modestly improved gross margin, which was partially offset by the decreased level of fuel sales volumes and fuel margins per gallon.

        Other income (expense), net.     The gain on sale of investment of $1.6 million in 2004 resulted from the sale of an equity investment for cash proceeds of $9.1 million.

        Interest and other financial costs, net.     Interest and other financial costs, net, for 2004, decreased by $0.9 million, or 1.9%, compared to 2003. This decrease primarily resulted from lower interest expense related to lower average borrowings outstanding, somewhat offset by a $1.7 million expense incurred in connection with a 2004 refinancing.

        Income taxes.     Our predecessor's effective income tax rates for 2004 and 2003 were 36.3% and 34.0%, respectively. These rates differed from the federal statutory rate due primarily to state and foreign income taxes and certain nondeductible expenses, partially offset by the benefit of certain tax credits.

        Cumulative Effect of a Change in Accounting Principle.     Effective January 1, 2003, our predecessor adopted FAS 143, "Accounting for Asset Retirement Obligations" and recognized a one time cumulative charge of $0.3 million. There was no similar accounting principle change during 2004.

Critical Accounting Policies of Our Predecessor

        The preparation of our predecessor's financial statements in accordance with accounting principles generally accepted in the U.S. required our predecessor to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The critical accounting policies employed by our predecessor in the preparation of its consolidated financial statements are those which involve allowances for doubtful accounts and notes receivable, asset impairment, reserves for self insurance, environmental liabilities, income tax accounting and recognition of stock compensation expense.

        Our predecessor maintained its allowances for doubtful accounts and notes receivable based on historical payment patterns, aging of accounts receivable, periodic review of customers' financial

43


condition, and actual write off history. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

        Our predecessor's accounting policies required recording impairment losses on long lived assets to reduce the carrying value of certain assets to their fair value. This could occur under our predecessor's policies in two types of cases: (1) when assets were used in operations, events and circumstances indicated that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets were less than the carrying value of those assets; and (2) when assets were to be disposed of and their carrying value exceeded the estimated fair value of the asset less the estimated cost to sell the asset. Estimated cash flows were based on historical results adjusted to reflect the best estimate of future market and operating conditions. The estimates of fair value represent the best estimate based on industry trends and reference to market rates and transactions.

        Our predecessor assessed goodwill for impairment; for these purposes, our predecessor determined that it was one reporting unit and that the estimated fair value of that reporting unit, based on a discounted cash flow analysis, exceeded its carrying value. With respect to trademark intangible assets, the estimated fair value, based on a discounted cash flow analysis, exceeded the carrying value. Our predecessor has not recognized an impairment charge with respect to any of its intangible assets. A number of assumptions and methods are used in preparing the valuations underlying these impairment tests, including estimates of future cash flows and discount rates. Applying significantly different assumptions or valuation methods could result in different results of these impairment tests. Similarly, defining the reporting unit differently could lead to a different result for goodwill. The goodwill and trademark intangible assets were assessed for impairment annually as of January 1 of each year.

        Our predecessor was partially self insured with respect to general liability, workers' compensation, auto and group health benefits claims up to certain stop loss amounts ranging from $100,000 to $500,000. Provisions established under these partial self insurance programs were made for both estimated losses on known claims and claims incurred but not reported, based on claims history. The most significant risk of this methodology is its dependence on claims history, which is not always indicative of future claims. To the extent an estimate is inaccurate, expenses and net income will be understated or overstated. Although some variation to actual results occurs, historically such variability has not been material. For the years ended December 31, 2003, 2004 and 2005, our predecessor's aggregate provisions amounted to $23.1 million, $25.3 million, and $25.8 million, respectively. For the years ended December 31, 2003, 2004 and 2005, our predecessor paid $25.9 million, $23.9 million and $25.4 million, respectively, on claims related to these partial self insurance programs. At December 31, 2004 and 2005, our predecessor's aggregated liability related to these partial self insurance programs was $11.8 million and $12.2 million, respectively, which our predecessor believed was adequate to cover both reported and incurred but not reported claims.

        Our predecessor established or adjusted environmental contingency reserves when the responsibility to remediate became probable and the amount of associated costs was reasonably determinable.

        As part of the process of preparing its consolidated financial statements, our predecessor was required to estimate income taxes in each of the jurisdictions in which it operated. The process involved estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax purposes. These timing differences resulted in deferred tax assets and liabilities, which were included in our predecessor's consolidated balance sheet. Our predecessor was required to record a valuation allowance to reduce its deferred tax assets if it was not able to conclude that it was more likely than not these assets would be realized.

        Any or all of these policies, applied in the future with the benefit of additional facts or better estimates which were not known or available at the time the various required evaluations were made,

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could result in revisions to estimated liabilities, adjustments to reduce assets to their fair value or recognition of expenses.

        We expect that most of the policies described above will be critical accounting policies of ours.

        Our predecessor was also reliant upon other accounting policies which it considered critical, but which we believe are unlikely to have continuing importance to us, including policies regarding accounting for agreements under which certain members of our predecessor's management purchased shares of our predecessor's stock which is subject to redemption under certain conditions and for options to purchase our predecessor's stock which were granted to certain members of our predecessor's management. Each of these accounting policies was complicated by the fact that our predecessor's stock is privately held, subjecting the related accounting to subjective estimates which may not have a direct relationship to our predecessor's financial results or condition.

Change in Accounting Principle

        Effective January 1, 2006, our predecessor adopted Statement of Financial Accounting Standards (FAS) No. 123(R), "Share based Payments" (FAS 123R), which replaced FAS No. 123, "Accounting for Stock based Compensation," and superseded Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees." FAS 123R requires compensation cost relating to share based payment transactions be recognized in the financial statements. Our predecessor adopted FAS 123R using the prospective approach; accordingly, prior periods were not restated. There was no effect on our predecessor's balance sheet or results of operations as a result of the adoption of FAS 123R. Prior to January 1, 2006, our predecessor measured compensation costs related to share based payments under APB 25, as permitted by FAS 123, and provided pro forma disclosure in the notes to financial statements as required by FAS 123 and FAS 148. FAS 123R does not allow the pro forma disclosure previously permitted by FAS 123.

        Under APB 25, our predecessor accounted for employee share options using the intrinsic value method of accounting. For share options that vested based on the passage of time, no share based compensation cost was reflected in our predecessor's consolidated statements of operations because for all of such options the exercise price equaled the estimated market value of the underlying share on the date of grant. For share options that vested based on attaining specified financial return performance targets, no share based compensation cost was reflected in our predecessor's consolidated statements of operations until such time as attaining of the targets was determined to be probable, which was not the case for the options granted under the 2001 stock plan until the fourth quarter of 2005. Our predecessor has not granted options since the adoption of FAS 123R, but in April 2006 modified certain outstanding options and, accordingly, began accounting for these modified options as proscribed by FAS 123R. As a result, our predecessor has recognized share based compensation expense with respect to these modified stock options in the financial statements for the nine month period ended September 30, 2006.

Recently Issued Accounting Pronouncements

        FIN 48.     In June 2006 the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under this guidance, a benefit can be recognized with respect to a tax position only if it is more likely than not that the position will be sustained upon examination. In such cases, the tax position is to be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We are in the process of evaluating what, if any, effect adoption of FIN 48 will have on our financial

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statements, but do not expect that the effect will be material to its financial position, results of operations or cash flows when FIN 48 is adopted effective January 1, 2007.

        FAS 157.     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157). FAS 157 is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements, but does not require any new fair value measurements. We are in the process of evaluating what, if any, effect adoption of FAS 157 will have on our financial statements when FAS 157 is adopted effective January 1, 2008.

Liquidity and Capital Resources

        Our predecessor's historical cash flows are not indicative of what we anticipate our future cash flows will be. On a historical basis our predecessor's expenditures, including those for debt service, capital expenditures and working capital, were provided by its operating cash flow as supplemented from time to time by borrowings under its revolving credit facility. As a result of the restructuring and spin off, our principal liquidity requirements will be to meet our operating expenses, including rent to Hospitality Trust, our capital expenditures and our working capital requirements.

        Our sources of liquidity to meet these requirements will be our operating cash flow, our cash balance and our ability to draw improvement funding under the terms of our lease with Hospitality Trust.

        The primary risks we face with respect to our operating cash flow include decreased demand for our products and services, including that which may be caused by the volatility of prices of petroleum based products. A reduction of our revenue without an offsetting reduction in our operating expenses may cause us to use our cash at a rate which we cannot sustain for extended periods. Also, a significant increase in the prices we must pay to obtain fuel may increase our cash requirements for working capital.

        We anticipate that we will be able to fund our working capital needs and capital expenditures in the short term with funds generated by our operations and from our ability to draw improvement funding under the terms of our lease with Hospitality Trust. We also expect that funds generated by our operations and from our ability to draw improvement funding under the terms of our lease with Hospitality Trust will be sufficient to fund our longer term liquidity requirements, and that we will supplement these sources, as necessary, to fund other capital projects, including our development activities, with our cash balances.

        Over the longer term, we may seek to sell and lease back travel centers that we own, develop or acquire. Also, soon after the spin off, we expect to seek a revolving credit facility secured by some or all of our inventory and accounts receivable to supplement our sources of liquidity. Based upon current market conditions, we believe that such a credit facility may be available to us, but we have not yet engaged any bank or other party in negotiations and do not expect to do so until after the spin off.

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Summary of Pro Forma Contractual Obligations and Commercial Commitments

        The following table summarizes our September 30, 2006, pro forma expected obligations to make future required payments under various agreements.

 
  Payments due by period
 
  Total
  2006(1)
  2007-2008
  2009-2010
  Thereafter
 
  (In Millions of Dollars)

Long term debt(2)   $ —   $ —   $ —   $ —   $ —
Lease with Hospitality Trust     2,731.5     38.4     312.4     328.3     2,052.4
Other operating leases     118.2     3.4     23.4     18.5     72.9
   
 
 
 
 
Total contractual obligations   $ 2,849.7   $ 41.8   $ 335.8   $ 346.8   $ 2,125.3
   
 
 
 
 
(1)
October 1, 2006, through December 31, 2006.

(2)
All of our predecessor's debt will be repaid in connection with the Hospitality Trust's acquisition and our reorganization.

        Our predecessor's $21.6 million of letters of credit were its primary outstanding trade commitments as of September 30, 2006. Until we have established a credit facility as described above, we expect to secure these letters of credit with cash. Our predecessor also had as of September 30, 2006, commitments to purchase a parcel of land for $0.6 million and a commitment to purchase a travel center for $4.0 million; such travel center was purchased in November 2006.

Seasonality

        We believe our business is modestly seasonal. Our revenues during a year are often lowest in the first quarter when movement of freight by professional truck drivers and motorist travel are historically at their lowest levels. Our revenues in the fourth quarter of a year are often somewhat lower than those of the second and third quarters because, while the fourth quarter is often positively impacted by increased movement of freight in preparation for various national holidays, that positive impact is often more than offset by a reduction in freight movement caused by vacation time associated with those holidays taken by professional truck drivers.

Inflation and Deflation

        Inflation in the past several years in the U.S. has been modest. Future inflation might have both positive or negative impacts on our business. Rising price levels may allow us to increase revenues, but may also impact our operating costs. Our revenues may change by either more or less than the rate of change in our expenses. Because a large component of our expenses will consist of fixed rental obligations to Hospitality Trust, we may not be able to fully capitalize on declines in general price levels or deflation.

Quantitative and Qualitative Disclosures About Market Risk

        We have no obligations for funded debt and presently are not directly affected by changes in market interest rates. However, we may seek to obtain a line of credit secured by some or all of our receivables and inventory. We expect that such a line of credit would bear interest for funded amounts at floating rates. We may from time to time consider our exposure to interest rate risks if we have or expect to have material amounts of floating rate obligations, and we may decide to purchase interest rate caps or other hedging instruments.

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        As discussed above, our predecessor has been historically exposed to market risks arising from market price changes for fuel. These risks have historically resulted from changes in available supplies of fuel. Some of these changes may arise from local conditions, such as a malfunction in a particular pipeline or at a particular terminal. However, most of these risks arise from national or international conditions, such as weather related shut downs of oil drilling or refining capacities, political instability in oil producing regions of the world or terrorism. Almost all of these risks are beyond our control.

        Historically, our predecessor has attempted to mitigate its exposure to fuel price market risks in four ways which we expect to continue. First, we expect to enter supply contracts for diesel fuel with several different suppliers for each of our travel centers; if one supplier has a local problem we may be able to obtain fuel supplies from other suppliers. Second, we expect to maintain modest fuel inventories, generally about three days of fuel sales; modest inventories may mitigate the risk that we sell fuel for less than its cost in the event of rapid price declines. Third, we expect to sell a majority of our diesel fuel at contracted prices determined as cents per gallon above a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to maintain our margin per gallon despite changes in the price we pay for fuel. Finally, we may from time to time purchase or sell futures contracts for fuel.

Off Balance Sheet Arrangements

        As of September 30, 2006, our predecessor did not have any off balance sheet arrangements, and we have no present intention to enter any such arrangements.


MANAGEMENT

        The following table lists the names, ages and positions of the persons who will be our directors upon completion of the spin off, Mr. Hoadley, who will be our Executive Vice President and Treasurer upon completion of the spin off and our predecessor's five most highly compensated executive officers as of December 1, 2006:

Name
  Age
  Position
Barry M. Portnoy   61   Managing Director (term will expire in 2008)
Thomas M. O'Brien   40   Managing Director (term will expire in 2009)
Arthur G. Koumantzelis   76   Independent Director (term will expire in 2008)
Barbara D. Gilmore   56   Independent Director (term will expire in 2009)
Patrick F. Donelan   64   Independent Director (term will expire in 2010)
Timothy L. Doane   49   President and Chief Executive Officer
James W. George   55   Executive Vice President and Chief Financial Officer
John R. Hoadley   35   Executive Vice President and Treasurer
Lawrence W. Dockray   55   Executive Vice President of Operations
Peter P. Greene   42   Executive Vice President of Real Estate Acquisitions and Development
Michael J. Lombardi   55   Executive Vice President of Sales
Joseph A. Szima   54   Executive Vice President of Marketing
Ara A. Bagdasarian   51   Senior Vice President of Shop Marketing
Steven C. Lee   43   Senior Vice President and General Counsel
Andrew J. Rebholz   41   Senior Vice President and Controller

Directors

        Our board of directors will consist of five members and will be divided into three classes, with each class serving for a staggered three year term. At each annual meeting of our shareholders, a class of directors will be elected for a three year term to succeed the directors of the same class whose terms

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are then expiring. There are no voting agreements or other contractual arrangements relating to the election of the members of our board.

        Our LLC agreement categorizes our board of directors into "Managing Directors" who are active in our day to day business and "Independent Directors" who are independent of our management as independence is defined in our LLC agreement and the applicable rules of the principal stock exchange on which our securities are listed. Our LLC agreement requires that a majority of our board of directors shall be independent directors.

Managing Directors

        Barry M. Portnoy has been one of the Managing Trustees or directors of Hospitality Trust, HRPT Properties Trust, or HRPT Properties, Senior Housing Properties Trust, or Senior Housing, and Five Star Quality Care, Inc., or Five Star, since each began business in 1995, 1986, 1999 and 2001, respectively. Mr. Portnoy has been a director and owner of RMR Advisors, Inc. and a trustee of each of the funds it manages since their founding beginning in 2003, including RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund, RMR Preferred Dividend Fund and RMR Asia Pacific Real Estate Fund, collectively the RMR Funds. Mr. Portnoy has been a director and owner of Reit Management since it began business in 1986. From 1978 through March 1997, Mr. Portnoy was a partner of the law firm of Sullivan & Worcester LLP, our counsel, and he was chairman of that firm from 1994 through March 1997. Mr. Portnoy is a Group I director and will serve until our 2008 annual meeting of shareholders.

        Thomas M. O'Brien has been Senior Vice President of Reit Management since 2006 and was Vice President of Reit Management prior to that time since 1996. Mr. O'Brien has been the President and a Director of RMR Advisors, Inc. and President and Chief Executive Officer of each of the RMR Funds since their founding beginning in 2003. From 2002 through 2003, Mr. O'Brien served as Executive Vice President of Hospitality Trust, where he had previously served as Treasurer and Chief Financial Officer since 1996. Prior to 1996 Mr. O'Brien was a senior manager with Arthur Andersen LLP. Mr. O'Brien is a Group II director and will serve until our 2009 annual meeting of shareholders.

Independent Directors

        Prior to the completion of our spin off, the following individuals are expected to be appointed to our board of directors as independent directors:

        Arthur G. Koumantzelis has been the President and Chief Executive Officer of Gainesborough Investments LLC, a private investment company, since 1998. Mr. Koumantzelis has also been a director of Five Star since 2001 and a trustee of Hospitality Trust since 1995; prior to the completion of our spin off, Mr. Koumantzelis will resign his position as a trustee of Hospitality Trust. Mr. Koumantzelis has been a trustee of each of the funds managed by RMR Advisors, Inc. since their founding. Mr. Koumantzelis was a trustee of Senior Housing from 1999 until his resignation in October 2003. Mr. Koumantzelis has other business interests. Mr. Koumantzelis was formerly the chief financial officer of Cumberland Farms, Inc., a company engaged in the convenience store business and the sale of petroleum products principally under the name "Gulf Oil" and related trademarks. Mr. Koumantzelis is a Group I director and will serve until our 2008 annual meeting of shareholders.

        Barbara D. Gilmore has served as a clerk to Judge Joel B. Rosenthal of the United States Bankruptcy Court, Western Division of the District of Massachusetts, since 2001. Ms. Gilmore was a partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000. Ms. Gilmore has been a director of Five Star since 2004. Ms. Gilmore is a Group II director and will serve until our 2009 annual meeting of shareholders.

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        Patrick F. Donelan has been principally employed as a private investor since December 2003. Mr. Donelan has been a trustee of HRPT Properties since 1998. Mr. Donelan was the Non-Executive Chairman and member of the advisory board until 2003, and was Chief Executive Officer through 2002, of eSecLending (Europe) Ltd, a London based privately owned company in the business of managing securities lending programs for institutional owners of publicly owned securities. Prior to its acquisition by Dresdner Bank in 1995, Mr. Donelan was Chairman of Kleinwort Benson (North America) Inc., the U.S. based subsidiary of Kleinwort Benson Limited, a United Kingdom based bank. At the time of his retirement in 2001, Mr. Donelan was a Managing Director at Dresdner Kleinwort Wasserstein, the U.K. based investment banking subsidiary of Dresdner Bank of Germany. Mr. Donelan is a Group III director and will serve until our 2010 annual meeting of shareholders.

Executive Officers

        We expect that John R. Hoadley and all of our predecessor's officers will be appointed as our officers upon completion of our spin off. Including our predecessor's five most highly compensated executives, these individuals are described below:

        Timothy L. Doane will be our President and Chief Executive Officer. Mr. Doane has served TravelCenters of America, Inc. as President and Chief Executive Officer since 2005, as President and Chief Operating Officer prior to that from July 2003, as Senior Vice President of Marketing prior to that from January 2001 and in various other positions prior to that since 1995. Prior to joining TravelCenters of America, Inc., Mr. Doane spent 15 years with The Standard Oil Company of Ohio, or Sohio, and BP in various positions in the U.S. and the U.K.

        James W. George will be our Executive Vice President, Chief Financial Officer and Secretary. Mr. George has served TravelCenters of America, Inc. as Executive Vice President, Chief Financial Officer and Secretary, since 2003, as Senior Vice President, Chief Financial Officer and Secretary prior to that from 1997 and in various other positions prior to 1997 since 1993. Prior to joining TravelCenters of America, Inc., Mr. George spent 14 years with Sohio and BP in various financial positions. Mr. George is a certified public accountant.

        John R. Hoadley will be our Executive Vice President, Treasurer and Assistant Secretary. Mr. Hoadley has been Senior Vice President of Reit Management since 2006 and was Vice President prior to that time since 2001. Mr. Hoadley has been Treasurer and Chief Financial Officer of Senior Housing since 2001. From 1999 to 2001, Mr. Hoadley served as the Controller of Hospitality Trust. Prior to 1998, Mr. Hoadley was a senior accountant with Arthur Andersen LLP. Mr. Hoadley is a certified public accountant.

        Lawrence W. Dockray will be our Executive Vice President of Operations. Mr. Dockray has served TravelCenters of America, Inc. in this capacity since November 2006 and as a Regional Vice President prior to that since 1993. Prior to joining TravelCenters of America, Inc. Mr. Dockray spent nine years as a district manager first with Sohio and then with BP.

        Peter P. Greene will be our Executive Vice President of Real Estate Acquisitions and Development. Mr. Greene has served TravelCenters of America, Inc. in this capacity since January 2007, as a Senior Vice President of Development and Franchising since 2003, as Vice President of Strategic Development prior to that from January 2001 and in various other positions prior to that time since 1996. Prior to 1996, he spent two years with Tosco (now ConocoPhillips) and nine years with BP in various management positions.

        Michael J. Lombardi will be our Executive Vice President of Sales. Mr. Lombardi has served TravelCenters of America, Inc. in this capacity since January 2007 and as Senior Vice President of Sales prior to that since June 2006. Prior to joining TravelCenters of America, Inc. Mr. Lombardi spent seven

50


years in senior positions in the global marketing and customer service divisions of Ford Motor Company; prior to that he spent thirteen years in the retail marketing division of BP.

        Joseph A. Szima will be our Executive Vice President of Marketing and Assistant Secretary. Mr. Szima has served TravelCenters of America, Inc. in this capacity since January 2007, as Senior Vice President and Assistant Secretary prior to that from March 2004, and as a Regional Vice President prior to that since 1996. Prior to joining TravelCenters of America, Inc. Mr. Szima spent ten years with BP in various management positions.

        Ara A. Bagdasarian will be our Senior Vice President of Shop Marketing. Mr. Bagdasarian has served TravelCenters of America, Inc. in this capacity since January 2007, as Vice President of Store Marketing from 2002 to 2007, as Vice President of Retail Marketing from 2001 to 2002 and in various other positions prior to that time since 1993. Prior to joining TravelCenters of America, Inc. Mr. Bagdasarian spent 15 years with Sohio and BP in various management and marketing positions.

        Steven C. Lee will be our Senior Vice President and General Counsel. Mr. Lee has served TravelCenters of America, Inc. in this capacity since September 2005, and as Vice President and General Counsel prior to that time since 1997.

        Andrew J. Rebholz will be our Senior Vice President and Controller. Mr. Rebholz has served TravelCenters of America, Inc. as Vice President and Controller since July 2002 and as Controller prior to that time since 1997. Mr. Rebholz is a certified public accountant.

        Each of our executive officers is elected by, and serves at the discretion of, the board of directors. Each of our executive officers except Mr. Hoadley will devote his full time to our affairs.

        As of the date of this prospectus, John G. Murray is our president and Mark L. Kleifges is our treasurer. Messrs. Murray and Kleifges will resign those positions upon the appointment of the officers listed above and will not be our executive officers after the spin off. Mr. Murray is president of Hospitality Trust and has been for the last five years. Mr. Kleifges is treasurer and chief financial officer of Hospitality Trust and has been since 2002. Until 2002, Mr. Kleifges was a partner with Arthur Andersen LLP for more than nine years.

Committees of the Board of Directors

        Our board of directors will establish three committees after the spin off, including an audit committee, a compensation committee and a nominating and governance committee. Each of the these committees is comprised of Mr. Koumantzelis, Ms. Gilmore and Mr. Donelan, who are independent of us under applicable AMEX listing standards and under the proposed charter of each respective committee and, in the case of the audit committee, the independence requirements of the SEC. Copies of the proposed form of audit, compensation and nominating and governance committee charters have been filed as exhibits to the registration statement of which this prospectus is a part.

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Financial Expert

        After the spin off, we expect that our board will designate Mr. Koumantzelis as the financial expert serving on our audit committee in accordance with applicable AMEX and SEC rules. We believe Mr. Koumantzelis is qualified to serve as a financial expert because of his experience as a member of the audit committees of other publicly owned companies, as the chief financial officer of a company which was required to file reports with the SEC and as a certified public accountant who was responsible for auditing companies which filed SEC reports.

Compensation of Directors

        For their services as directors, we will pay each independent director an annual fee of $25,000, plus a fee of $500 for each board and committee meeting attended to a maximum of $1,000 per day. In addition, for their services as directors, each director will receive an annual grant of 1,500 of our common shares at the first meeting of the board of directors following the spin off and following each annual meeting of shareholders commencing in 2008. Board members will not be separately compensated for serving on board committees; however, we will pay each board member serving as chairman of our audit committee, compensation committee and nominating and governance committee an additional annual fee of $7,500, $2,500 and $2,500, respectively. We will reimburse directors for reasonable out of pocket expenses incurred in attending meetings of the board of directors or board committees on which they serve. Messrs. Portnoy and O'Brien, our Managing Directors, will not receive any cash compensation for their services as directors or as members of board committees, but they will receive annual share grants and they will be reimbursed for their expenses.

Compensation Committee Interlocks and Insider Participation

        None of our compensation committee members are expected to be our employee, an employee of any of our subsidiaries or an employee of Reit Management.

        One of our managing directors, Mr. Portnoy, is an owner and director of Reit Management. Another of our managing directors, Mr. O'Brien, is an employee of Reit Management. Mr. O'Brien will be active in our day to day management. Mr. Hoadley is also an employee of Reit Management. Reit Management provides services to Hospitality Trust, HRPT Properties, Senior Housing and Five Star, and will be a party to a management and shared services agreement with us.

        Currently Mr. Portnoy and Mr. Koumantzelis are trustees of Hospitality Trust, which will become our landlord following the spin off. Upon completion of the spin off and our appointment of additional directors, no director other than Mr. Portnoy is expected to continue as a trustee of Hospitality Trust. Mr. Koumantzelis, one of our directors to be appointed prior to the spin off, will resign his position as a trustee of Hospitality Trust.

        For more information about possible relationships which might impact compensation decisions see "Certain Relationships" below.

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Executive Compensation

        We are recently organized and will not pay any compensation to our executive officers or directors prior to the spin off.

        Employment Contracts.     Travel Centers of America, Inc. has employment agreements with each of Messrs. Doane, George, Szima and Lee. Pursuant to their respective employment agreements, for 2006, Mr. Doane's annual base salary is $700,000, Mr. George's annual base salary is $450,000, Mr. Szima's annual base salary is $325,000 and Mr. Lee's annual base salary is $300,000. Each of these executives is eligible to receive an annual cash bonus determined by the board of directors, or its delegate, based on individual and company performance objectives. Each of the employment agreements provides for an initial two year term with automatic one year extensions at the end of each year through age 65. Notice of non-renewal given by TravelCenters of America, Inc. before December 31 of any year will result in expiration of the employment agreement effective December 31 of the year following the year in which notice is given, provided that after a change of control, such as the Hospitality Trust acquistion, notice of non-renewal will not result in expiration of the employment agreement sooner than the December 31 following the second anniversary of the change of control. In the case of certain types of separations from the company, each employment agreement contains terms which provide for cash payments of two times the executive's then current base salary and target bonus. Each executive has agreed to refrain from competing with us during his employment and during any period during which he is receiving payments following his termination.

        After the spin off, our executive officers will be the persons named in the table above, each of whom, except Mr. Hoadley, has been an employee of TravelCenters of America, Inc. The following table sets forth the compensation earned in 2005 from TravelCenters of America, Inc. by the individual who will serve as our chief executive officer and the four other highest paid executive officers whose salary and bonus exceeded $100,000 for services rendered in all capacities to TravelCenters of America, Inc. during 2005. We use the term "named executive officers" to refer to these five people later in this prospectus. No other executive officers who would have otherwise been includable in the following table on the basis of salary and bonus earned in 2005 have been excluded by reason of their termination of employment or change in executive status during that year.

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2006 Compensation

 
   
   
  Long Term
Compensation
Securities
Underlying
Options (#)
   
 
  Annual Compensation
   
Name and Principal Position with Our Predecessor
  All Other
Compensation
($)(2)
  Salary ($)
  Bonus ($)(1)
Timothy L. Doane, President, Chief Executive Officer   $ 650,000   $ 700,000   —   $ 33,357
James W. George, Executive Vice President, Chief Financial Officer and Secretary     431,167     337,500   —     35,072
Michael H. Hinderliter, Senior Vice President Sales     321,250     211,250   —     35,999
Joseph A. Szima, Senior Vice President Marketing     306,800     243,750   —     20,775
Steven C. Lee, Senior Vice President and General Counsel     285,000     195,000   —     12,172
(1)
Represents bonus earned during 2006 that will be paid in 2007.
(2)
All other compensation includes the following:

 
  Matching
contributions to
defined contribution
retirement plan
  Insurance
premiums paid on
behalf of executive
  Allowance for
automobile
  Allowance for club
membership
Mr. Doane   $ 4,200   $ 6,860   $ 9,177   $ 13,120
Mr. George     4,200     8,895     5,842     16,135
Mr. Hinderliter     4,200     11,142     —     20,657
Mr. Szima     4,200     900     2,685     12,990
Mr. Lee     4,200     3,322     —     4,650

Executive Retention Plan

        Seventeen persons who currently work for TravelCenters of America, Inc. are expected to participate in our executive retention plan. The plan contemplates payments designed to encourage their continued employment by us after the Hospitality Trust acquisition. If all of the executives covered by that plan are employed by us as of December 31, 2007, we will make payments aggregating $2.6 million to them. If all of the executives covered by that plan are employed by us as of the two year anniversary of the date of the Hospitality Trust acquisition, we will make additional payments aggregating $5.4 million to them.

        Our named executive officers are expected to participate in the plan as follows:

 
  Payment for
continued employment
through 12/31/07
  Payment for continued employment through the second anniversary of the Hospitality Trust acquisition
Mr. Doane   $ 350,000   $ 400,000
Mr. George     225,000     400,000
Mr. Hinderliter     244,000     —
Mr. Szima     162,500     500,000
Mr. Lee     150,000     200,000

Other Transaction Benefits

        Sixteen persons who currently work for TravelCenters of America, Inc. own shares of TravelCenters of America, Inc. and options to acquire such shares that were purchased by or awarded to them during their employment by TravelCenters of America, Inc. As a result of the Hospitality Trust acquisition,

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TravelCenters of America, Inc. shares and share options will be redeemed for cash. As a result of the Hospitality Trust acquisition, it is expected that all TravelCenters of America, Inc. shares and share options owned by employees of TravelCenters of America, Inc. will be valued in the aggregate at $137.6 million. TravelCenters of America, Inc. has agreed to pay $5.5 million to certain of its employees who maintain their employment through the date of the closing of the Hospitality Trust acquisition. The amounts expected to be paid to our named executive officers are as follows:

 
  Payment for
owned shares
  Net cash settlement of
option awards
  Other cash payments
  Total
transaction
benefits
Mr. Doane   $ 2,251,319   $ 15,030,335   $ 1,450,000   $ 18,731,654
Mr. George     2,719,522     13,774,520     1,325,000     17,819,042
Mr. Hinderliter     2,794,267     11,417,248     244,000     14,455,515
Mr. Szima     670,313     5,817,769     162,500     6,650,582
Mr. Lee     708,882     4,117,015     350,000     5,175,897

        In connection with their purchase of stock from TravelCenters of America, Inc., certain executives are obligated on notes payable to TravelCenters of America, Inc. All of these notes and related accrued interest will be repaid in cash upon the closing of the Hospitality Trust acquisition; there will be no notes or other credit extended to any of our executives after the spin off. These notes plus accrued interest for our named executive officers were as follows on December 31, 2006:

 
  Outstanding note balance,
including accrued interest
Mr. Doane   $ 108,186
Mr. George     108,439
Mr. Hinderliter     108,439
Mr. Szima     66,464
Mr. Lee     61,711

Our Equity Compensation Plan

        We plan to adopt the TravelCenters of America LLC 2007 Equity Compensation Plan. Under this plan, we are authorized to grant our employees, officers, directors and other individuals rendering services to us and our subsidiaries equity based awards, including common shares, restricted common shares, options to purchase our common shares and share appreciation rights. The plan will be administered by our compensation committee or by our board of directors. The plan provides that the compensation committee or the board has the authority to select the participants and determine the terms of the awards granted under the plan. The aggregate number of common shares which may be issued under the plan is 2,000,000. No awards have been made to date under the plan and none are expected to be made before the first meeting of our board of directors after June 30, 2007. If you want more information about this plan, you should review the copy of the plan, which has been filed as an exhibit to the registration statement of which this prospectus is a part.

Board Decisions and Certain Conflicts of Interest

        Past and future decisions by our board regarding our future growth, operations and major corporate decisions will be subject to certain possible conflicts of interest. These conflicts may have caused, and in the future may cause, our business to be adversely affected. Nevertheless, our board will be responsible for making decisions on our behalf, and, although we are parties to various agreements with Hospitality Properties, we are not obligated to follow the recommendations of Hospitality Properties with regard to our future business. In appropriate circumstances, we expect to submit transactions with any related party for approval or negotiation by our independent directors.

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Management and Shared Services Agreement with Reit Management

        Effective upon completion of the spin off, we will enter a management and shared services agreement with Reit Management. The following is a summary of the material provisions of the management and shared services agreement between us and Reit Management. If you want more information, you should read the entire shared services agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part.

        Services.     Reit Management will oversee and assist us with various aspects of our business, including, but not limited to, maintenance of our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel centers and travel center companies, accounting and financial reporting, compliance with various laws and rules applicable to our status as a publicly owned company, capital markets and financing activities, investor relations and general oversight of all our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like.

        Compensation to Reit Management.     For these services, we will pay Reit Management a fee equal to 0.6% of our fuel gross margin and 0.6% of our total non-fuel revenues. The fee will be payable monthly based upon the prior month's margin or revenues, as applicable. We will also reimburse Reit Management for its reasonable out of pocket third party expenses and for our share, if any, of internal audit costs which are provided to us and other companies by Reit Management, as may be approved by our compensation committee.

        Subordination of Reit Management Fees to Hospitality Trust Rent.     No fees will be paid to Reit Management if any rent we owe Hospitality Trust is past due. Unpaid fees will accrue, together with interest at the prime rate, and will be payable when the condition preventing their payment is no longer in effect or upon termination of, or the occurrence of certain events of default by us under, the management and shared services agreement. The fees due Reit Management are not subordinated to any of our other obligations.

        Conflicts of Interest with Hospitality Trust.     We have acknowledged that Reit Management may continue to serve as the manager for Hospitality Trust and we have agreed that, regarding issues and in circumstances where there is a conflict of interest between us and Hospitality Trust, Reit Management will serve as the manager for Hospitality Trust and will not be required to consider our interests.

        Non-Competition with Reit Management.     We will afford any publicly owned company which Reit Management manages during the term of the management and shared services agreement the opportunity to acquire or finance any real estate investments of the types in which such entity invests before we do.

        Terminations.     The initial term of the agreement expires on December 31, 2008, and it will renew automatically from year to year unless either we or Reit Management terminate it due to default, or provide written notice of termination at least 90 days prior to the termination date.

        Indemnification, Default and Damages.     We have agreed to indemnify Reit Management, its owners, directors, officers and employees for any damages, liabilities, losses or out of pocket expenses incurred by them in the course of performing services other than any such damage, liability or loss resulting from Reit Management's gross negligence or bad faith. In the event of a termination because of our default, we must pay the fees due Reit Management for the remainder of the then current term. In the event of Reit Management's default, our remedy is limited to termination of the agreement and we cannot collect damages unless Reit Management is determined to have taken action willfully and in bad faith.

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SECURITY OWNERSHIP AFTER THE SPIN OFF

Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth certain information regarding beneficial ownership of our common shares following the distribution of our common shares pursuant to the spin off by:

        Information in the following table for beneficial owners of more than 5% of our common shares is based upon public filings as of November 30, 2006, relating to the holders of Hospitality Trust's common shares. Unless otherwise noted, each beneficial owner has sole voting and investing power over the shares shown as beneficially owned except to the extent authority is shared by spouses under applicable law.

        The following table sets forth our common share ownership following the spin off. For purposes of the following table, we have assumed: (1) a distribution ratio of one of our common shares for every ten Hospitality Trust common shares; and (2) no change in the number of shares of Hospitality Trust outstanding, or owned by any person or entity listed.

 
  Beneficial Ownership(1)
 
Name and Address(2)
  Number of
Shares
  Percent
 
Beneficial Owners of More Than 5% of Our Common Shares          
Barclays Global Investors, NA(3)(4)   549,591.1   6.3 %
Capital Research and Management(5)(6)   386,560.0   4.4 %
Morgan Stanley(7)(8)   364,878.3   4.1 %

Directors and Executive Officers
 
 
 
 
 
Timothy L. Doane   —   *  
Patrick F. Donelan   —   *  
James W. George   —   *  
Barbara D. Gilmore   —   *  
Michael H. Hinderliter   —   *  
John R. Hoadley   260   *  
Arthur G. Koumantzelis   561.4   *  
Steven C. Lee   —   *  
Thomas M. O'Brien   2,017.5   *  
Barry M. Portnoy(9)   22,411.6   *  
Joseph A. Szima   —   *  
All directors and executive officers as a group (11 persons)   25,250.5   *  
*
Less than 1%

(1)
Our LLC agreement and other agreements to which we are a party place restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class or series of our shares.

(2)
Unless otherwise indicated, the address of each identified person or entity is: c/o TravelCenters of America LLC, 24601 Center Ridge Road, Westlake, Ohio 44145.

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(3)
This information is as of December 31, 2005, and is based solely on a Schedule 13G filed with the SEC on January 30, 2006, by Barclays Global Investors, NA and relating to beneficial and legal ownership of shares of Hospitality Trust. Based on the information provided in such Schedule 13G, the relevant members of the filing group, together with their respective addresses are: Barclays Global Investors, NA and Barclays Global Fund Advisors, each with an address of 45 Freemont Street, San Francisco, California 94105 and Barclay Global Investors, Ltd, 1 Royal Mint Court, London EC3N 4HH, England. Based solely upon the information in such Schedule 13G, if the same number of shares are owned on the record date for our spin off, these entities will have sole voting power over 373,523.8 shares, 100,403.1 shares and 31,966.5 shares, respectively, and sole dispositive power over 415,676.6 shares, 100,403.1 shares and 33,511.4 shares, respectively.

(4)
A Form 13F-NT filed on November 14, 2006, by Barclay's Global Investors NA, which we believe is the investment advisor to all of the funds referenced in footnote (3) above, claims voting responsibility as of September 30, 2006, of 4,701,247 shares of Hospitality Trust which would entitle these funds to receive 470,125 of our shares; but this filing does not provide sufficient information to allow us to calculate the actual or beneficial owner or owners of these shares as of that date.

(5)
This information is as of December 31, 2005, and is based solely on a Schedule 13G filed with the SEC on February 10, 2006, by Capital Research and Management, or Capital Research, and relating to beneficial and legal ownership of shares of Hospitality Trust; as of that date, such owner owned more than 5% of Hospitality Trust's common shares although subsequent sales of Hospitality Trust's common shares may have reduced the percentage ownership below 5%. Based on the information provided in such Schedule 13G, the address of Capital Research is 333 South Hope Street, Los Angeles, California 90071. Based solely upon the information in such Schedule 13G, following the spin off, if the same number of shares are owned on the record date for our spin off, Capital Research will have sole voting power over 49,050.0 shares and sole dispositive power over 386,560.0 shares.

(6)
A Form 13F-HR filed on November 14, 2006, by Capital Research and Management Co., which we believe is the investment advisor to all of the funds referenced in footnote (5) above, claims voting responsibility as of September 30, 2006, of 4,382,200 shares of Hospitality Trust which would entitle these funds to receive 438,220 of our shares; but this filing does not provide sufficient information to allow us to calculate the actual or beneficial owner or owners of these shares as of that date.

(7)
This information is as of December 31, 2005, and is based solely on a Schedule 13G/A filed with the SEC on February 16, 2006, by Morgan Stanley and relating to beneficial and legal ownership of shares of Hospitality Trust; as of that date, such owner owned more than 5% of Hospitality Trust's common shares although subsequent sales of Hospitality Trust's common shares may have reduced the percentage ownership below 5%. The address of Morgan Stanley is 1585 Broadway, New York City, New York 10036. Based solely upon the information in such Schedule 13G, if the same number of shares are owned on the record date for our spin off, Morgan Stanley will have sole voting and dispositive power over 364,878.3 of our shares.

(8)
A Form 13F-HR filed on November 15, 2006, by Morgan Stanley, which we believe is the investment advisor to various funds managed by Morgan Stanley, claims voting responsibility as of September 30, 2006, of 5,030,051 shares of Hospitality Trust, which would entitle these funds to receive 503,005 of our shares; but this filing does not provide sufficient information to allow us to calculate the actual or beneficial owner or owners of these shares as of that date.

(9)
Includes common shares owned by a corporation of which Mr. Portnoy is the sole stockholder.

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CERTAIN RELATIONSHIPS

        Our formation was, and our continuing business operations will be, subject to possible conflicts of interest. These conflicts may have caused, and in the future may cause, our business to be adversely affected.

        These conflicts and their possible adverse effects upon us include the following:

    •
    Two of the persons expected to serve as our directors following the spin off were trustees of Hospitality Trust at the time we were created, and one of them will remain a managing trustee of Hospitality Trust after the spin off. Upon completion of the spin off, most of our travel centers will be leased from Hospitality Trust. We believe that our lease terms with Hospitality Trust are commercially reasonable. Nonetheless, it is possible that, if the lease were negotiated on an arm's length basis, the rent and other lease terms might be more favorable to us. We also believe that our continuing relationships with Hospitality Trust will provide us with a competitive advantage in locating business expansion opportunities. Nonetheless, we will afford Hospitality Trust and other public companies managed by Reit Management the opportunity to acquire or finance any real estate investments of the type in which they invest before we do. Also, our future business dealings with Hospitality Trust could be on terms less favorable to us than would be possible if there were no historical or continuing relationship between Hospitality Trust and us.

    •
    In addition to being active in our management activities, Messrs. Portnoy, O'Brien and Hoadley are also officers and employees of Reit Management and of other companies managed by Reit Management, and they will remain so after the spin off. At present, we expect that Messrs. O'Brien and Hoadley will devote a substantial majority of their business time to our affairs and the remainder of their business time to the business of Reit Management and its affiliates and managed companies, which is separate from us, and all of their compensation, other than awards, if any, made under our 2007 Equity Compensation Plan and awards to Mr. O'Brien for his services as one of our directors, will be paid by Reit Management and its affiliates. Similarly, Mr. Portnoy may devote substantial time to our business on a selected project basis, and all of his compensation other than his share awards as one of our directors will be paid by Reit Management. Because of these arrangements, we may have to compete with Reit Management for the time and attention of these persons.

    •
    Mr. Portnoy is an owner of Reit Management. Reit Management is the manager for Hospitality Trust and has other business interests. After the spin off, we will enter a management and shared services agreement with Reit Management under which Reit Management will provide certain services to us. Under this management and shared services agreement, we will pay Reit Management a fee equal to 0.6% of the sum of our gross fuel margin and our total non-fuel revenues. On a pro forma basis, assuming completion of the spin off, this fee would have been $4.7 million for the nine months ended September 30, 2006. We believe this fee arrangement will provide reasonable compensation to Reit Management for the services to be provided to us. The management and shared services agreement is terminable by us or Reit Management upon at least 90 days notice prior to the expiration date of the then current term. However, despite our belief and this termination provision, equivalent services might be available from parties other than Reit Management on more favorable terms to us, including for a lesser fee. Also, the fact that Reit Management has responsibilities to other entities, including our landlord, Hospitality Trust, could create conflicts; and, in the event of such conflicts between Hospitality Trust and us, the management and shared services agreement allows Reit Management to prefer its responsibilities to Hospitality Trust. See "Management—Shared Services Agreement with Reit Management".

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        We are parties to a lease agreement with Hospitality Properties and a management and shared services agreement with Reit Management. We were formed for the benefit of Hospitality Trust and not for our own benefit. Our formation allows Hospitality Trust to acquire and retain ownership of 146 travel centers. Because we were formed to benefit Hospitality Trust, the lease agreement was prepared by Hospitality Properties and is not the result of an arm's length negotiation. Consequently, the lease agreement may provide more benefits to Hospitality Trust and to Reit Management than to us. The management and shared services agreement was approved by our independent directors on January [    ], 2007.

Board Decisions and Certain Conflicts of Interest

        Past and future decisions by our board regarding our future growth, operations and major corporate decisions will be subject to certain possible conflicts of interest. These conflicts may have caused, and in the future may cause, our business to be adversely affected. Nevertheless, our board will be responsible for making decisions on our behalf, and, although we are parties to various agreements with Hospitality Properties, we are not obligated to follow the recommendations of Hospitality Properties with regard to our future business. In appropriate circumstances, we expect to submit transactions with any related party for approval or negotiation by our independent directors.


FEDERAL INCOME TAX CONSIDERATIONS

        The IRC imposes various REIT qualification tests upon Hospitality Trust discussed more fully in Hospitality Trust's filings with the SEC. For example, in order to maintain its status as a REIT for federal income tax purposes, a substantial majority of Hospitality Trust's gross income must generally be derived from real estate rents and mortgage interest; this imposes limits on Hospitality Trust's ability to own properties that it or others operate for Hospitality Trust's account. Even in circumstances where Hospitality Trust is permitted to own properties operated for its own account, the IRC encourages leasing the properties to one or more qualified tenants. A qualified tenant is a tenant in whom Hospitality Trust has at all times during the taxable year an actual or constructive ownership interest of less than 10% by vote and by value. In particular, Hospitality Trust must generally pay federal corporate income tax on its net income from operated property, whereas Hospitality Trust generally does not pay any corporate income tax on its rental income from qualified tenants that is distributed to shareholders. In these circumstances, Hospitality Trust has determined to lease to us, as a qualified tenant, the travel centers that were held by TravelCenters of America, Inc. and that Hospitality Trust will retain.

        Sullivan & Worcester LLP has rendered a legal opinion that the discussions in the following summary are accurate in all material respects and fairly summarize the federal income tax considerations of the spin off and of your ownership of our common shares, and the opinions of counsel referred to in this section represent Sullivan & Worcester LLP's opinions on those subjects. Specifically, subject to qualifications and assumptions contained in its opinion and in this section, Sullivan & Worcester LLP has given opinions to the effect that Hospitality Trust has been organized and has qualified as a REIT under the IRC, for each taxable year commencing with its taxable year ending December 31, 1995, and that its current investments and plan of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the IRC. These opinions are conditioned upon the assumption that Hospitality Trust's lease and other contracts with us, Hospitality Trust's charter and bylaws, Hospitality Trust's other agreements, our operating agreement and all other legal documents to which we or Hospitality Trust are or have been a party, have been and will be complied with by all parties to these documents, upon the accuracy and completeness of the factual matters described in this prospectus and the registration statement of which this prospectus is a part, and upon representations that we and Hospitality Trust have made as to the current expectations of the final terms of the lease and other contracts. The opinions of Sullivan & Worcester LLP are

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based on the law as it exists today, but the law may change in the future, possibly with retroactive effect. Also, an opinion of counsel is not binding on the IRS or the courts. The IRS or a court could, for example, take a different position, which could result in significant tax liabilities for applicable parties, from that expressed by counsel with respect to the acquisition of TravelCenters of America, Inc., the restructuring so as to divide the travel center business between us and Hospitality Trust, our spin off from Hospitality Trust, or any other matter described in this summary.

        The following summary of federal income tax considerations is based on existing law, and is limited to investors who will own our common shares, and who own Hospitality Trust shares, as investment assets rather than as inventory or as property used in a trade or business. The summary does not discuss the particular tax consequences that might be relevant to you if you are subject to special rules under the federal income tax law, for example if you are:

        The sections of the IRC that govern the federal income tax qualification and treatment of a REIT and its shareholders are complex. This summary is based on applicable IRC provisions, related rules and regulations and administrative and judicial interpretations, all of which are subject to change, possibly with retroactive effect. Future legislative, judicial or administrative actions or decisions could affect the accuracy of statements made in this summary. Neither we nor Hospitality Trust have sought a ruling from the IRS with respect to the restructuring and spin off, and we cannot assure you that the IRS or a court will agree with the statements made in this summary. In addition, the following summary is not exhaustive of all possible tax consequences, and does not discuss any gift, estate, generation skipping transfer, state, local or foreign tax consequences. We encourage you to consult with a tax advisor about the federal income tax and other tax consequences of your acquisition, ownership and disposition of our common shares and Hospitality Trust shares.

        Your federal income tax consequences may differ depending on whether or not you are a "U.S. person". For purposes of this summary, a U.S. person for federal income tax purposes is:

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whose status as a U.S. person is not overridden by an applicable tax treaty. Conversely, a "non-U.S. person" is a beneficial owner of our common shares or Hospitality Trust shares who is not a U.S. person. If a partnership (including any entity treated as a partnership for federal income tax purposes) is a beneficial owner of our common shares or Hospitality Trust shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the federal income tax consequences of the spin off and of the acquisition, ownership and disposition of our common shares and Hospitality Trust Shares.

Federal Income Tax Consequences of the Spin Off to Hospitality Trust Common Shareholders

        In general.     Hospitality Trust's distribution of our common shares will generally affect Hospitality Trust shareholders in the same manner as any other distribution of cash or property Hospitality Trust makes on its common shares. These tax consequences are summarized as follows:

        The spin off of our common shares will be treated as a distribution by Hospitality Trust to you in the amount of the fair market value of our common shares distributed. Because Hospitality Trust expects the value of its 2007 distributions to exceed its 2007 current and accumulated earnings and profits, Hospitality Trust expects that a portion of each distribution in 2007 will be taxable to you as a dividend and a portion will be treated as a reduction in your adjusted tax basis in Hospitality Trust's common shares. You will have a tax basis in our common shares received in the spin off equal to the fair market value of our common shares at the time of the spin off, and your holding period in those common shares commences on the day after the spin off.

        We believe that for federal income tax purposes the fair market value of our common shares may be properly determined at the time of the spin off as the average of the reported high and low trading prices of our common shares in the public market on the distribution date, and we and Hospitality Trust will perform all tax reporting, including statements supplied to you and to the IRS, on the basis of this average price, called the distribution price. Because of the factual nature of value determinations, Sullivan & Worcester LLP is unable to render an opinion on the fair market value of our common shares.

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        As described in more detail below, Hospitality Trust currently expects to recognize minimal gain and no loss as a result of its distribution of our common shares. Any gain that Hospitality Trust does recognize will increase its 2007 current earnings and profits.

        The tax impact of the spin off distribution will be affected by a number of factors which are unknown at this time, including Hospitality Trust's final taxable income for 2007, any gain Hospitality Trust recognizes in the spin off, the distribution price and the amount and timing of other distributions made by Hospitality Trust which relate to its 2007 taxable year. Thus, a definitive calculation of the federal income tax impact on you from the spin off will not be possible until after the close of Hospitality Trust's 2007 taxable year. However, at this time Hospitality Trust expects that:

        Taxation of tax-exempt entities.     Tax-exempt entities are generally not subject to federal income taxation except to the extent of their "unrelated business taxable income", often referred to as UBTI, as defined in Section 512(a) of the IRC. As with Hospitality Trust's other distributions, the distribution of our common shares to you if you are a tax-exempt entity should generally not constitute UBTI, provided that you have not financed your acquisition of Hospitality Trust common shares with acquisition indebtedness within the meaning of Section 514 of the IRC. However, if you are a tax exempt pension trust, including a so-called 401(k) plan but excluding an individual retirement account or government pension plan, that owns more than 10% by value of a pension held REIT, then you may have to report a portion of the dividends that you receive from that REIT as UBTI. Although Hospitality Trust cannot provide complete assurance on this matter, it believes that it has not been and will not become a pension held REIT.

        Taxation of non-U.S. persons.     If you are a non-U.S. person who holds Hospitality Trust common shares, the spin off of our common shares will generally be taxable to you in the same manner as any other distribution of cash or property that Hospitality Trust makes to you. The rules governing the federal income taxation of non-U.S. persons are complex, and the following discussion is intended only as a summary of these rules. If you are a non-U.S. person, you should consult with your own tax advisor to determine the impact of federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to the spin off of our common shares and your ownership of Hospitality Trust common shares.

        You will generally be subject to regular federal income tax in the same manner as a U.S. person with respect to the spin off of our common shares and your investment in Hospitality Trust common shares if this investment is effectively connected with your conduct of a trade or business in the U.S. In addition, if you are a corporate shareholder of Hospitality Trust, your income that is effectively connected with a trade or business in the U.S. may also be subject to the 30% branch profits tax under Section 884 of the IRC, which is payable in addition to regular federal corporate income tax. The balance of this portion of the summary addresses only those non-U.S. persons whose investment in

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Hospitality Trust common shares is not effectively connected with the conduct of a trade or business in the U.S.

        Hospitality Trust is not at this time designating the distribution of our common shares as a capital gain dividend that is subject to 35% withholding for non-U.S. persons, and accordingly withholding at the rate of 30% or applicable lower treaty rate withholding will be imposed. Hospitality Trust or other applicable withholding agents will collect the amount required to be withheld by reducing to cash for remittance to the IRS a sufficient portion of our common shares that you would otherwise receive, and you may bear brokerage or other costs for this withholding procedure. Because Hospitality Trust cannot determine its current and accumulated earnings and profits until the end of its taxable year, withholding at the rate of 30% or applicable lower treaty rate may be imposed on the gross fair market value of our common shares distributed to you. Notwithstanding this and other withholding on distributions in excess of Hospitality Trust's current and accumulated earnings and profits, these distributions are a nontaxable return of capital to the extent that they do not exceed your adjusted basis in Hospitality Trust common shares, and the nontaxable return of capital will reduce your adjusted basis in Hospitality Trust common shares. To the extent that distributions in excess of Hospitality Trust's allocable current and accumulated earnings and profits exceed your adjusted basis in its common shares, the distributions will give rise to tax liability only if you would otherwise be subject to tax on any gain from the sale or exchange of its common shares. Your gain from the sale or exchange of Hospitality Trust common shares will not be taxable if: (1) Hospitality Trust common shares are "regularly traded" within the meaning of Treasury regulations under Section 897 of the IRC and you have at all times during the preceding five years owned 5% or less by value of Hospitality Trust's outstanding common shares, or (2) Hospitality Trust is a "domestically controlled" REIT within the meaning of Section 897 of the IRC. Although Hospitality Trust cannot provide complete assurance on this matter, Hospitality Trust believes that its shares have been and are regularly traded, and that it has been and is a domestically controlled REIT. You may seek a refund of amounts withheld on distributions to you in excess of Hospitality Trust's allocable current and accumulated earnings and profits, provided that you furnish the required information to the IRS.

        Some of Hospitality Trust's 2007 distributions may be treated for federal income tax purposes as attributable to dispositions of U.S. real property interests. But even if a portion of any of Hospitality Trust's distributions to you, including the distribution of our common shares in the spin off, is attributable to a disposition by Hospitality Trust of U.S. real property interests, you will nevertheless be subject to the taxation and withholding regime applicable to ordinary income dividends described above provided that (1) Hospitality Trust common shares are "regularly traded" within the meaning of Treasury regulations under Section 897 of the IRC, and (2) you have at all times during the one year period ending on the date of distribution owned 5% or less by value of Hospitality Trust's outstanding common shares; that is, if both conditions are satisfied, Hospitality Trust's distributions to you will be subject to U.S. federal income tax and withholding as ordinary dividends at the 30% or applicable lower treaty rate. Although Hospitality Trust cannot provide complete assurance on this matter, it believes that its shares have been and are regularly traded, and that it has been and is a domestically controlled REIT. In contrast, if either of the two conditions is not satisfied, you will be subject to tax on the portion of Hospitality Trust's distributions attributable to dispositions of U.S. real property interests as though it were gain effectively connected with a trade or business conducted in the U.S. In that event, you would be taxed on these amounts at the capital gain tax rates applicable to a U.S. person, subject to any applicable alternative minimum tax and to a special alternative minimum tax in the case of nonresident alien individuals; you would be required to file a U.S. federal income tax return reporting these amounts, even if applicable 35% withholding is imposed as described below; and, if you are a corporation, you may owe the 30% branch profits tax under Section 884 of the IRC in respect of these amounts.

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        Effective generally from and after 2006, a special "wash sale" rule applies to a non-U.S. person who owns Hospitality Trust shares if (1) the shareholder owns more than 5% of that class of shares at any time during the one year period ending on the date of the distribution described below, or (2) that class of Hospitality Trust shares is not "regularly traded" within the meaning of applicable Treasury regulations. Again, although Hospitality Trust cannot provide complete assurance on this matter, Hospitality Trust believes that its shares have been and are regularly traded. Hospitality Trust thus anticipates this new wash sale rule will apply, if at all, only to a non-U.S. person that owns more than 5% of a class of its shares. Such a non-U.S. person will be treated as having made a "wash sale" of Hospitality Trust shares if it (1) disposes of an interest in Hospitality Trust shares during the 30 days preceding the ex-dividend date of a distribution by Hospitality Trust that, but for such disposition, would have been treated by the non-U.S. person in whole or in part as gain from the sale or exchange of a U.S. real property interest, and then (2) acquires or enters into a contract to acquire a substantially identical interest in Hospitality Trust shares, either actually or constructively through a related party, during the 61 day period beginning 30 days prior to the ex-dividend date. In the event of such a wash sale, the non-U.S. person will have gain from the sale or exchange of a U.S. real property interest in an amount equal to the portion of the distribution that, but for the wash sale, would have been a gain from the sale or exchange of a U.S. real property interest. As discussed above, a non-U.S. person's gain from the sale or exchange of a U.S. real property interest can trigger increased U.S. taxes, such as the branch profits tax applicable to non-U.S. corporations, and increased U.S. tax filing requirements.

        If you are a non-U.S. person ineligible for the 30% or applicable lower treaty withholding described above, then Hospitality Trust and other applicable withholding agents will be required to withhold from distributions to you, and to remit to the IRS, 35% of the maximum amount of any distribution that could be designated as a capital gain dividend by Hospitality Trust. In addition, if Hospitality Trust at a later time designates any of its prior distributions as capital gain dividends, then its subsequent distributions up to the amount of the designated prior distributions will be treated as capital gain dividends for purposes of this 35% withholding rule. After the close of Hospitality Trust's 2007 taxable year, Hospitality Trust expects to designate to the maximum extent possible a portion of one or more of its 2007 distributions as capital gain dividends, and accordingly 35% withholding will be imposed upon its subsequent distributions to you to that extent if you are ineligible for the exception described above. Hospitality Trust or other applicable withholding agents will collect the amount required to be withheld by reducing to cash for remittance to the IRS a sufficient portion of our common shares that you would otherwise receive, and you may bear brokerage or other costs for this withholding procedure.

Federal Income Tax Consequences to Hospitality Trust

        The IRC imposes upon Hospitality Trust various REIT qualification tests discussed more fully in Hospitality Trust's filings with the SEC. Hospitality Trust believes that it has operated in a manner to satisfy these various REIT qualification tests; while Hospitality Trust also believes that it will operate in a manner that continues to satisfy these various REIT qualification tests, counsel has not reviewed and will not review Hospitality Trust's compliance with these tests on a continuing basis. The following discussion summarizes how the restructuring and spin off will affect Hospitality Trust's REIT qualification and taxation issues under the IRC.

        Earnings and profits.     As described above, Hospitality Trust needs to distribute all of the earnings and profits that it inherits from TravelCenters of America, Inc. not later than December 31, 2007. If Hospitality Trust fails to do so, it will not qualify to be taxed as a REIT for 2007 and a number of years thereafter, unless it is able to rely on the relief provision described below.

        Although Sullivan & Worcester LLP is unable to render an opinion on factual determinations such as the amount of undistributed earnings and profits, Hospitality Trust has retained accountants to

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compute the amount of earnings and profits which it will inherit as a result of its acquisition of TravelCenters of America, Inc. and believes this amount will not be more than $20 million. In such case, Hospitality Trust's total 2007 distributions, including the spin off, are expected to be more than sufficient to distribute both its 2007 earnings and profits and the undistributed earnings and profits that it inherits from TravelCenters of America, Inc.

        Upon examination, the IRS may propose adjustments to Hospitality Trust's calculation of the undistributed earnings and profits that it inherits from TravelCenters of America, Inc., including adjustments that might be deemed necessary by the IRS as a result of its examination of the historical tax returns of TravelCenters of America, Inc. If Hospitality Trust discovers that it has inherited undistributed earnings and profits that would not be eliminated by way of regular distributions to shareholders by December 31, 2007, then it will elect to preserve its qualification as a REIT by making a special distribution for Hospitality Trust's 2007 taxable year. If, despite Hospitality Trust's best efforts, it is subsequently determined that Hospitality Trust has not distributed these earnings and profits before December 31, 2007, it may be eligible for a relief provision similar to the "deficiency dividends" procedure described in its filings with the SEC.

        Taxation of the distribution and other dispositions of built in gain assets.     Hospitality Trust's distribution of our common shares in the spin off will be treated for federal income tax purposes as though it disposed of each of our and our principal subsidiaries' individual assets in a taxable transaction in which individual asset gains, but no losses, are recognized. The amount realized on each asset in this taxable disposition will be equal to the fair market value of that asset at the time of the spin off, and Hospitality Trust's tax basis in the asset will be the carryover tax basis inherited from TravelCenters of America, Inc. prior to the acquisition. Employing the methodology below, Hospitality Trust currently expects to have few or no recognized gains from the distribution. Accordingly, even though some or all of the gains Hospitality Trust recognizes on the distributed assets will not be qualifying gross income under the 75% and 95% gross income tests of Section 856(c) of the IRC, it does not expect recognized gains from the distribution to materially affect its ability to comply with these tests.

        Sullivan & Worcester LLP is unable to render an opinion on factual determinations such as the fair market values of individual assets, but Hospitality Trust expects to employ the following methodology, which Sullivan & Worcester LLP has advised Hospitality Trust is reasonable, for purposes of computing its recognized gains and unrecognized losses on individual assets as a result of the spin off. Though some applicable judicial precedent suggests that the aggregate amount realized by Hospitality Trust in the disposition of assets could be unrelated to the per share fair market value of our common shares that you receive, Hospitality Trust believes that its aggregate amount realized may be properly computed as the sum of: (1) the distribution price described above, being the average of the reported high and low trading prices for our common shares in the public market on the distribution date, multiplied by the number of our common shares distributed, plus (2) the aggregate liabilities retained by us at the time of the spin off. Hospitality Trust will then allocate this aggregate amount first to liquid assets, next to working capital, next to tangible assets, and finally to intangible assets and goodwill, and then apportion within each tier based on the relative fair market values of individual assets within that tier. Consistent with the foregoing, Hospitality Trust intends to report the amount of the spin off distribution, for purposes of its 2007 distributions and distribution requirements, as the distribution price described above multiplied by the number of our common shares distributed.

        If Hospitality Trust sells and recognizes gain on an asset acquired from TravelCenters of America, Inc. during the ten year period following the acquisition, then it will generally pay tax at the highest regular corporate tax rate, currently 35%, on the lesser of (1) the excess at the time Hospitality Trust acquired the asset, if any, of the asset's fair market value over its then adjusted tax basis, or (2) Hospitality Trust's gain recognized in the disposition. Any gain subject to this tax may generally be reduced by net operating loss carryforwards, if any, Hospitality Trust inherits from its acquisition of

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TravelCenters of America, Inc. Other than the assets that Hospitality Trust will distribute in the spin off as described above, Hospitality Trust has no present plan or intent to dispose of any other assets acquired from TravelCenters of America, Inc. Hospitality Trust currently expects to recognize few or no gains from the distribution, and it also currently expects that some net operating loss carryforwards will be available to it so as to significantly reduce or eliminate any tax that it may owe in respect of any such gains.

        To the extent of Hospitality Trust's gains in a taxable year that are subject to the built in gains tax described above, net of any taxes paid on such gains during that taxable year, Hospitality Trust's taxable dividends paid to you in the following year will be eligible for treatment as qualified dividends that are taxed to Hospitality Trust's noncorporate shareholders at the maximum capital gain rate of 15% while that rate is in effect.

        Hospitality Trust's post spin off relationship with us.     Because we and our principal subsidiaries were entities which were not regarded as separate from Hospitality Trust for tax purposes prior to the spin off, we expect that we and our subsidiaries will be, after the spin off, tenants in whom Hospitality Trust has at all times during the taxable year an actual and constructive ownership interest of less than 10% by vote and by value. We further anticipate that our lease with Hospitality Trust, our limited liability company operating agreement, and the contemplated transaction agreement governing the spin off will collectively contain restrictions upon the ownership of our common shares and will require us to refrain from taking any actions that may result in any affiliation with Hospitality Trust that would jeopardize its qualification as a REIT under the IRC. Accordingly, subject to the personal property considerations discussed in the following paragraph, Hospitality Trust expects that the rental income it receives from us and our subsidiaries will be "rents from real property" under Section 856(d) of the IRC, and therefore qualifying income under the 75% and 95% gross income tests of Section 856(c) of the IRC.

        Hospitality Trust has received opinions from its counsel Sullivan & Worcester LLP that, (i) its underground storage tanks should constitute real estate assets, rather than personal property, for purposes of the various REIT qualification tests, and (ii) although the matter is not free from doubt, for purposes of applying the 15% incidental personal property test, regarding rent attributable to incidental personal property leased in connection with real property, the test will be applied in the aggregate to all the travel center sites leased under our lease with Hospitality Trust, rather than on a site by site basis. If the IRS or a court determines that one or both of these opinions is incorrect, then a portion of the rental income Hospitality Trust receives from us could be nonqualifying income for purposes of the 75% and 95% gross income tests, possibly jeopardizing Hospitality Trust's compliance with the 95% gross income test. Under those circumstances, Hospitality Trust expects it would qualify for the gross income tests' relief provision and thereby preserve its qualification as a REIT.

Federal Income Taxation of Us and Our Shareholders

        In general.     After the spin off distribution, we will be subject to all of the federal tax requirements ordinarily applicable to subchapter C corporations under the IRC. Accordingly, we will pay federal income taxes on our income, and we will not be subject to the distribution and other requirements applicable to REITs. Under the contemplated transaction agreement that will govern the spin off, we will be generally responsible for our and our predecessor's tax liabilities and filings, as well as those of all of our and of our predecessor's subsidiaries, in each case for all taxable periods whether preceding or following the spin off.

        After the spin off, although organized as a limited liability company, we will be taxed as a subchapter C corporation because we will be publicly traded and we do not expect to meet the income test for exemption from treatment as a subchapter C corporation. Because we and our principal subsidiaries were disregarded entities prior to the spin off, we will be treated as a new corporation after the spin off. Our holding period in our initial assets will generally start the day after the spin off and

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our basis in our initial assets will generally be equal to the aggregate amount realized by Hospitality Trust in the disposition, which we intend to apportion among our initial assets in the same manner as Hospitality Trust will apportion the amount realized, as described above.

        Distributions on our common shares.     At the present time, we do not expect to pay any dividends. However, if we later decide to do so, tax consequences arising from your ownership of our common shares would generally be as follows.

        If you are a U.S. person, distributions to you on our common shares will be treated as ordinary income dividends to the extent attributable to our current or accumulated earnings and profits, and thereafter as a return of basis to the extent of that basis, with any excess being treated as gain from a deemed disposition of our common shares. If you are a corporation, dividends paid to you on our common shares will generally be eligible for the dividends received deduction, subject to the limitations of the IRC with respect to the corporate dividends received deduction. Also, our ordinary income dividends will generally be eligible for treatment as qualified dividends that are taxed to noncorporate recipients at the maximum capital gains tax rate of 15% while that rate is in effect.

        If you are a non-U.S. person, dividends paid to you will be subject to withholding of federal income tax at a 30% rate or a lower rate as may be specified by an applicable income tax treaty. If you are eligible for a reduced rate of withholding pursuant to a tax treaty, you may obtain a refund of any excess amounts previously withheld by filing an appropriate claim for refund with the IRS. To claim the benefits of an income tax treaty, you are required to satisfy the applicable certification requirements, generally by executing an applicable IRS Form W-8.

        Dispositions of our common shares.     If you are a U.S. person, you will generally recognize gain or loss on a disposition of our common shares in an amount equal to the difference between the amount realized on the disposition and your adjusted basis in the disposed of common shares. This gain or loss will be capital gain or loss, and will be long term capital gain or loss if your holding period in the disposed of common shares exceeds one year. Special rates of tax may apply to long term capital gains recognized by noncorporate U.S. persons.

        If you are a non-U.S. person, you will generally not be subject to U.S. federal income tax in respect of gain you recognize on a disposition of our common shares. However, you may be subject to taxation if you are an individual who is present in the U.S. for 183 or more days in the taxable year of the disposition. In addition, you may be subject to taxation if we are or have been a "United States real property holding corporation" for federal income tax purposes; however, this taxation will not apply if our common shares are "regularly traded" within the meaning of Treasury regulations under Section 897 of the IRC and you have at all times during the preceding five years owned 5% or less by value of our common shares. At this time, we are not sure whether we are or will become a "United States real property holding corporation" for federal income tax purposes, and we can provide no assurance in this regard.

Information Reporting and Backup Withholding

        Information reporting and backup withholding may apply to distributions or proceeds paid to our shareholders and to Hospitality Trust shareholders in the circumstances discussed below. Amounts withheld under backup withholding are generally not an additional tax and may be refunded or credited against your federal income tax liability, provided that you furnish the required information to the IRS. The current backup withholding rate is 28%.

        The distribution of our common shares is an in kind distribution to Hospitality Trust shareholders, and thus Hospitality Trust, or other applicable withholding agents, will have to collect any applicable backup withholding by reducing to cash for remittance to the IRS a sufficient portion of our common

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shares that you would otherwise receive, and you may bear brokerage or other costs for this withholding procedure.

        If you are a U.S. person:     You may be subject to backup withholding when you receive distributions on, or proceeds upon the sale, exchange, redemption, retirement or other disposition of, our common shares or Hospitality Trust shares. Thus, backup withholding may apply to our common shares that you receive in the spin off distribution. In general, you can avoid this backup withholding if you have properly executed under penalties of perjury an IRS Form W-9 or substantially similar form on which you:

        If you have not previously provided and do not provide your correct taxpayer identification number on the IRS Form W-9 or substantially similar form, you may be subject to penalties imposed by the IRS and the withholding agent may also have to withhold a portion of any capital gain distributions paid to you.

        Unless you have established on a properly executed IRS Form W-9 or substantially similar form that you are a corporation or come within another exempt category, distributions and other payments paid to you during the calendar year on our common shares or Hospitality Trust shares, and the amount of tax withheld, if any, will be reported to you and to the IRS.

        If you are a non-U.S. person:     Distributions paid to you during each calendar year on our common shares or on Hospitality Trust shares, and the amount of tax withheld if any, will generally be reported to you and to the IRS. This information reporting requirement applies regardless of whether you were subject to withholding, or whether the withholding was reduced or eliminated by an applicable tax treaty. Also, distributions and other payments to you on our common shares or on Hospitality Trust shares may be subject to backup withholding as discussed above, unless you have properly certified your non-U.S. person status on an applicable IRS Form W-8 or substantially similar form. Similarly, information reporting and backup withholding will not apply to proceeds you receive upon the sale, exchange, redemption, retirement or other disposition of our common shares or Hospitality Trust shares if you have properly certified your non-U.S. person status on an applicable IRS Form W-8 or substantially similar form.

Other Tax Consequences

        You should recognize that our and our shareholders' federal income tax treatment, as well as Hospitality Trust's and its shareholders' federal income tax treatment, may be modified by legislative, judicial or administrative actions at any time, and these actions may be retroactive in effect. The rules dealing with federal income taxation are constantly under review by the Congress, the IRS and the Treasury Department, and statutory changes as well as promulgation of new regulations, revisions to existing regulations and revised interpretations of established concepts occur frequently. No prediction can be made as to the likelihood of passage of new tax legislation or other provisions either directly or indirectly affecting us or Hospitality Trust, or any of our respective shareholders. Revisions in federal income tax laws and interpretations of these laws could adversely affect the tax consequences of an investment in our common shares and in Hospitality Trust shares. Hospitality Trust, as well as our and Hospitality Trust's respective shareholders, may also be subject to state or local taxation in various state or local jurisdictions, including those in which we, Hospitality Trust and our respective shareholders

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transact business or reside. State and local tax consequences may not be comparable to the federal income tax consequences discussed above.


SHARES ELIGIBLE FOR FUTURE SALE

        Our shares being distributed as part of the spin off will be freely transferable, except for shares held by persons that are our "affiliates" as defined in the rules under the Securities Act of 1933. Affiliates are individuals or entities that control, are controlled by or are under common control with one another, with us, and may include our officers, directors and principal shareholders. Shares held by affiliates may only be sold pursuant to an effective registration statement under the Securities Act of 1933 or Rule 144 under the Securities Act of 1933. We cannot predict whether substantial amounts of our shares will be sold in the open market following the distribution. Sales of substantial amounts of our shares in the public market, or the perception that substantial sales may occur, could lower their market price.


DESCRIPTION OF OUR LIMITED LIABILITY COMPANY AGREEMENT

        The following is a summary of the material provisions of our LLC agreement, and our limited liability company interests (to be known as common shares). The form of our LLC agreement is included as an exhibit to the registration statement of which this prospectus is a part.

Organization

        We were formed in October 2006 under the Delaware Limited Liability Company Act, or the Delaware LLC Act, and will remain in existence until we are dissolved in accordance with our LLC agreement.

Purposes

        Under our LLC agreement, we are permitted to engage in any activity that a limited liability company formed under Delaware law may lawfully conduct. Our board of directors is authorized to perform all acts it deems necessary or appropriate to conduct our business.

Fiduciary Duties

        Our LLC agreement provides that our business shall be managed under the direction of our board of directors, which shall have the power to appoint our officers. Our LLC agreement further provides that, except as otherwise specifically stated in our LLC agreement or in Delaware law, the authority and function of our board of directors and officers generally shall be identical to the authority and functions of a board of directors and officers of a corporation organized for profit under the Delaware General Corporation Law, or DGCL.

        Our LLC agreement provides that, except as provided therein, the fiduciary duties and obligations owed to our company and to our shareholders by our directors and officers shall be the same as the respective duties and obligations owed by directors and officers of a corporation organized under the DGCL to their corporation and stockholders, respectively. However, notwithstanding any duty (including and fiduciary duty) that might otherwise exist in law or equity, our LLC agreement specifically permits our directors and their affiliates to invest or engage in any other businesses or activities, including those that compete with us, and that business opportunities that become available to our directors or their affiliates need not first be presented to us. In addition, our LLC agreement eliminates the personal liability of each member of our Board of Directors to us and our shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that, to the extent required by applicable law, the foregoing shall not eliminate the liability of a director (i) for any breach of such director's duty of loyalty to us or our shareholders as modified by our LLC agreement, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which such director derived an improper personal benefit.

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Agreement to be Bound by Limited Liability Company Agreement

        By acquiring a common share in us, you will be admitted as a member of our company (which we call a "shareholder") and will be bound by the terms of our LLC agreement. Pursuant to this agreement, each shareholder and each person who acquires a share from a shareholder grants our board of directors the power to, among other things, execute and file documents required for our qualification, continuance or dissolution, and the authority to make amendments to, and to make consents and waivers under and in accordance with, our LLC agreement.

Conduct of Business

        Our LLC agreement provides that our day to day business shall be conducted by or under the direction of our board of directors and such officers with such titles and duties as our board of directors may from time to time appoint. Our board of directors is authorized to adopt bylaws to govern our activities and to appoint committees, each of which shall have at least one director.

Capital Contributions

        Shareholders are not obligated to make capital contributions to us.

Limited Liability

        Limited Liability in Jurisdictions in Which We Do Business.     Although limitations on the liability of shareholders for the obligations of a limited liability company have not been clearly established in some jurisdictions, we will operate in a manner that our board of directors considers reasonably appropriate to preserve the limited liability of our shareholders.

        Unlawful Distributions.     We do not currently intend to make any distributions to our shareholders. However, a shareholder who knowingly receives a distribution made in violation of the Delaware LLC Act is liable for return of that distribution for three years from the date of the distribution if an action to recover the distribution from such shareholder is commenced prior to the end of such three year period and an adjudication of liability against such shareholder is made. Under the Delaware LLC Act, we generally cannot make a distribution that would cause our liabilities to exceed the fair value of our assets.

Description of the Rights of Our Common Shares

        Our common shareholders are entitled to one vote for each share held of record on our books for all matters submitted to a vote of shareholders. The holders of our common shares are entitled to receive distributions, if any, ratably when, as and if authorized by our board of directors out of assets legally available therefor, subject to any preferential distribution rights of any newly created class or series of shares. Upon our dissolution, liquidation or winding up, the holders of common shares are entitled to receive our net assets available after the satisfaction (whether by payment or reasonable provision for payment) of all debts and other liabilities, ratably subject to the preferential rights of any newly created class or series of shares. Holders of common shares have no preemptive, subscription, redemption or conversion rights.

Shareholder Voting Rights

        Generally, our board of directors has broad powers to conduct our business and manage our affairs without shareholder approval or voting. Whenever shareholder approval is required for any action either by the terms of our LLC agreement or by applicable law, the general rule under our LLC agreement is that the affirmative vote of 75% of each class and series of shares outstanding, voting separately, will be required unless applicable law requires a lesser vote; provided, however, if our board

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of directors approves in advance a particular action, only a plurality of voting shares voting together as a single class shall be required, unless applicable law requires a greater vote. Generally the election of directors requires the affirmative vote of a plurality of shareholders voting, but our board of directors has the power to revise this requirement as may be allowed by law.

Our Board of Directors May Issue Additional Securities, including Preferred Shares

        Our LLC agreement authorizes us to issue an unlimited number of additional securities and rights to buy securities for the consideration and on the terms and conditions determined by our board of directors without the approval of our shareholders, including the right to issue any number of common shares and preferred shares or class or series of common or preferred shares. Our board of directors is authorized to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series.

        Regardless of any rights of our common shareholders that are described in this section, the rights, preferences and privileges of our common shares and common shareholders are subject to, and may be adversely affected by, the rights of the holders of shares of any new class or series that our board of directors may designate and issue in the future.

        We believe that the ability of our board of directors to issue one or more classes or series of shares with specified preferences will provide us with flexibility in structuring possible future financings and acquisitions, and in meeting other business needs that may arise. All shares are available for issuance without action by our shareholders, unless such action is required by applicable law or the rules of the principal stock exchange on which our securities may be listed. Nonetheless, the unrestricted ability of our board to issue additional shares, classes and series of shares may have adverse consequences to existing shareholders. Please also see "Anti-Takeover Provisions".

Restrictions on Share Ownership and Transfers

        Our LLC agreement provides that no person or group of persons acting together may own, or be deemed to own by virtue of the attribution provisions of the IRC, more than 9.8% of the number or value of any class or series of our outstanding shares. Any person who acquires or attempts to acquire ownership of our shares that will or may violate this 9.8% ownership limitation must give notice to us and provide us with any other information that we may request. The ownership limitations in our LLC agreement are effective against all of our shareholders as of our spin off date. Our board of directors may grant an exemption from the ownership limitation if it is satisfied that the shareholder's ownership is in our interest, provided that any duties of our board of directors, including fiduciary duties, to the shareholder requesting the exemption shall not apply to such determination.

        If a person attempts a transfer of our shares in violation of our ownership limitations, then that number of shares which would cause the violation will be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us. The prohibited owner will not acquire any rights in the shares held in trust, will not benefit economically from ownership of the shares held in trust, will have no rights to distributions and will not possess any rights to vote the shares held in trust. This automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the violative transfer.

        Within 20 days after receiving notice from us that shares have been transferred to the trust, the trustee will sell the shares held in the trust to a person selected by the trustee whose ownership of the shares will not violate the ownership limitations. Upon this sale, the interest of the charitable

72


beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited owner and to the charitable beneficiary as follows:

        Also, shares held in the trust will be offered for sale to us, or our designee, at a price per share equal to the lesser of:

        We will have the right to accept the offer until the trustee has sold the shares held in the trust. The net proceeds of the sale to us will be distributed similarly to any other sale by the trustee.

        Every owner of 5% or more of any class or series of our shares is required to give written notice to us within 30 days after our request or after the end of each taxable year stating the name and address of the owner, the number of shares of each class and series of our shares which the owner beneficially owns, and a description of the manner in which those shares are held. In addition, each shareholder is required to provide us upon demand with any additional information that we may request in order to assist us in ensuring compliance with the foregoing share ownership limitations.

        The restrictions described above will not preclude the settlement of any transaction entered into through the facilities of any securities exchange through which our shares are traded. Our LLC agreement provides, however, that the fact that the settlement of any transaction occurs will not negate the effect of any of the foregoing limitations and any transferee in this kind of transaction is subject to all of the provisions and limitations described above.

        These ownership limitations could have the effect of delaying, deferring or preventing a takeover or other transaction in which our common shareholders might receive a premium for their shares over the then prevailing market price or which such holders might believe to be otherwise in their best interest.

Election and Removal of Members of Our Board of Directors

        At the time of the spin off, our board of directors will consist of five members. Our LLC agreement provides that our board of directors establishes the number of our directors. However, there may not be less than three nor more than seven directors, unless the directors then in office

73


unanimously determine to change the permitted number of directors. In the event of a vacancy on our board, a majority of the remaining directors will fill the vacancy and the director elected to fill the vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred.

        Other than in the event of a vacancy, our LLC agreement provides that our directors will be elected by majority vote of common shareholders entitled to vote. Our LLC agreement divides our board of directors into three classes effective on the date of the spin off. The initial term of the first class will expire in 2008; the initial term of the second class will expire in 2009; and the initial term of the third class will expire in 2010. Beginning in 2008, shareholders will elect directors of each class for three year terms upon the expiration of their current terms. Shareholders will elect only one class of directors each year. There will be no cumulative voting in the election of directors, and, at each annual meeting of shareholders, a majority of the shares outstanding and entitled to vote will be able to elect all of the successors of the class of directors whose term expires at that meeting.

        We believe that classification of the board of directors will help to ensure continuity of our business strategies and policies. However, the classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of shareholders will generally be required to effect a change of a majority of our directors. Also, because our board of directors may increase the number of directors and set the classification of the expanded board, it may take more than two years to change a majority of our directors.

        Our LLC agreement provides that a director may be removed only for cause by the unanimous vote of the other directors then in office or by the affirmative vote of at least 75% of the shares entitled to vote in the election of directors voting as a single class.

        The provisions described in this section and any other provisions relating to the rights of a class or series of our shares may be subject to the rights of any class or series of shares that the board of directors may authorize from time to time.

Amendment of Our Limited Liability Company Agreement

        General.     Amendments to our LLC agreement may be proposed only by or with the consent of our board of directors. In the event that applicable law requires that amendments may be proposed by our shareholders, the ownership percentage of shareholders required to propose an amendment shall be the ownership percentage specified by law, or, if shareholders are permitted by law to propose amendments but no required ownership percentage is set, then shareholders holding at least twenty five percent (25%) of our outstanding shares shall be required. Amendments proposed by our board which require a vote of our shareholders may be adopted by a plurality of common shares voting, unless applicable law requires a greater number. Amendments proposed by shareholders, if any, which are not approved by our board shall require the affirmative vote of 75% of each class and series of outstanding shares, unless applicable law requires a lesser vote.

        No Shareholder Approval.     Our board of directors generally may make amendments to our LLC agreement without the approval of our shareholders as follows:

74

        In addition, our board of directors may make amendments to our LLC agreement without the approval of our shareholders if our board of directors determines that those amendments:

Merger, Sale or Other Disposition of Assets

        Except with respect to any transaction having as its principal purpose of changing our legal form of existence and/or jurisdiction of organization (as described above), any merger, combination or consolidation of us into another entity or the sale or other disposition of substantially all of our assets may only be affected by an agreement approved by our board of directors and by our shareholders; provided, however, our board of directors without shareholder approval may mortgage, sell and leaseback, pledge, hypothecate or grant a security interest in all or substantially all of our assets and permit the sale upon foreclosure or other realization of such an encumbrance. If applicable law permits the foregoing action without board approval, the shareholder vote required shall be 75% of each class and series of outstanding shares voting separately, at the time of the vote, unless applicable law requires a lesser amount; but any such transaction which is approved by our board may be approved by shareholders holding a plurality of all classes and series of our shares, voting as a single class, unless applicable law requires a greater amount.

Termination and Dissolution

        We were formed as a perpetual entity to continue in existence until dissolved pursuant to the terms of our LLC agreement. We will dissolve upon: (1) the election of our board of directors to

75


dissolve us which is approved by our shareholders; (2) the entry of a decree of judicial dissolution of us or (3) the reduction of the number of our members to zero. The shareholder vote required to approve our board's decision to dissolve us shall be a plurality of voting common shares, unless a greater amount or separate class voting is required by applicable law. In the event applicable law requires that our dissolution may be ordered by our shareholders without our board's approval, the required vote shall be 75% of each class and series of shares then outstanding, voting separately, unless applicable law requires a lesser amount.

Shareholder Meetings, Quorums and Proxies

        Actions by our shareholders may only be taken at a duly called annual or special meeting of shareholders and not by written consent or otherwise.

        The chairman of our board of directors, if any, or a majority of our entire board of directors may call an annual or special meeting of our shareholders. Our LLC Agreement requires that a meeting of shareholders be held each year except in 2007, when no shareholder's meeting is expected to be held. Shareholders may cause a special meeting of the shareholders to be held only if applicable law so requires, and then the percentage of shareholders required to cause a special meeting of shareholders shall be the maximum percentage specified by applicable law. If applicable law requires such an action but does not specify a maximum percentage, the percentage shall be specified from time to time by our board of directors, provided, however, that such percentage shall not be higher than seventy five percent (75%). If the shareholders have the right to call a special meeting, upon written request by the requisite number of shareholders in accordance with the procedures contained in our LLC Agreement, our secretary shall call such a meeting.

        Shareholders may vote either in person or by proxy at meetings. Only shareholders of record may vote. The holders of a majority of the outstanding shares of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum unless any action by the shareholders requires approval by holders of a greater percentage of the shares, in which case the quorum for approval of that action shall be the greater percentage.

Advance Notice of Director Nominations and Shareholder Proposals

        Our LLC agreement provides that nominations of persons for election to our board of directors and other business may only be considered at our shareholders meetings if the nominations or other business are included in the notice of the meeting made or proposed by our board of directors or made or proposed by a shareholder who:

        Under our LLC agreement, a shareholder's notice of nominations for director or business to be transacted at an annual meeting of shareholders must be delivered to our secretary at our principal office not later than the close of business on the 90th day, and not earlier than the close of business on the 120th day, prior to the first anniversary of the date of mailing of our notice for the preceding year's annual meeting. If the date of mailing of our notice of the annual meeting is advanced or delayed by

76


more than 30 days from the anniversary date of the mailing of our notice for the preceding year's annual meeting, a shareholder's notice must be delivered to us not earlier than the close of business on the 120th day prior to the mailing of notice of such annual meeting and not later than the close of business on the later of: (1) the 90 th day prior to the date of mailing of the notice for an annual meeting, or (2) the 10th day following the day on which we first make a public announcement of the date of such meeting. The public announcement of a postponement of the mailing of the notice for an annual meeting or of an adjournment or postponement of an annual meeting to a later date or time will not commence a new time period for the giving of a shareholder's notice. If the number of directors to be elected to our board of directors at a shareholders meeting is increased and we make no public announcement of such action or do not specify the size of the increased board of directors at least 100 days prior to the first anniversary of the date of mailing of notice for our preceding year's annual meeting, a shareholder's notice also will be considered timely, but only with respect to nominees for any new positions created by such increase, if the notice is delivered to our secretary at our principal office not later than the close of business on the 10th day following the day on which such public announcement is made. This provision does not apply to new directors who are elected by the board of directors to fill a vacancy, including a vacancy created by board action which increases the number of directors.

        For special meetings of shareholders, our LLC agreement requires a shareholder who is nominating a person for election to our board of directors at a special meeting at which directors are to be elected to give notice of such nomination to our secretary at our principal office not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of: (1) the 90th day prior to such special meeting or (2) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting to a later date or time will not commence a new time period for the giving of a shareholder's notice as described above.

        Any notice from a shareholder of nominations for director or business to be transacted at a shareholders meeting must be in writing and include the following:

        We may request that any shareholder proposing a nominee for election to our board of directors provide, within three business days of such request, written verification of the accuracy of the information submitted by the shareholder.

77


        Shareholder nominations for directors which are properly made in accordance with the foregoing rules will be considered by our nominating and governance committee and by our board; and, if they are endorsed by our board, they will be included in our proxy solicitation. Shareholder nominations which are properly made but are not endorsed by our board will not appear in our proxy solicitation unless otherwise required by law. Shareholder proposals other than nominations which are properly made in accordance with the foregoing rules will be considered by our nominating and governance committee and by our board, and they will appear on our proxy solicitation if they are endorsed by our board or if they are supported by at least twenty-five percent (25%) of the shares entitled to vote regarding the proposal (or such lesser amount as applicable law may establish for inclusion in the proxy solicitation, if any). Whether or not included in our proxy solicitation, shareholder nominations or proposals which are properly made may be considered at a shareholders meeting.

Indemnification and Exculpation

        Our LLC agreement requires that we indemnify all of our directors, officers, employees and agents, as well as Hospitality Trust and Reit Management, from any and all liabilities or claims which may arise by reason of any action any of them have taken or may take on our behalf affecting our creation or affecting our continuing business activities, to the full extent permitted by applicable law subject to such limitations as may be set forth in our LLC agreement or in bylaws which may be adopted by our board. Our LLC agreement eliminates the personal liability of each of our directors to us and our shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that, to the extent required by applicable law, the foregoing does not eliminate the liability of a director (i) for any breach of such director's duty of loyalty to our shareholders as modified by our LLC agreement, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which such director derived an improper personal benefit.


ANTI-TAKEOVER PROVISIONS

        The following provisions, among others, of our LLC agreement may delay or prevent a change of control of us:

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        These requirements may prevent you from realizing a takeover premium for any of our shares which you own.


LIABILITY OF SHAREHOLDERS FOR
BREACH OF RESTRICTIONS ON OWNERSHIP

        Our travel centers leases and our management and shared services agreement are terminable by Hospitality Trust and Reit Management, respectively, in the event that any shareholder or group of shareholders acting in concert becomes an owner of more than 9.8% of our shares. If a breach of the ownership limitation results in a lease default or a loss of the benefits of our management and shared services agreement, the shareholder or shareholders causing the breach may be liable to us or to our other shareholders for damages. These damages may be in addition to the loss of beneficial ownership and voting rights of the shares owned by the breaching shareholder or shareholders, as described above, and these damages may be material.


TRANSFER AGENT AND REGISTRAR

        Upon completion of the spin off, our transfer agent and registrar for the common shares will be Wells Fargo Bank, N.A.


PLAN OF DISTRIBUTION

        Our common shares will be distributed by Hospitality Trust by the declaration and payment of a distribution to Hospitality Trust common shareholders. This distribution is conditioned on the closing of Hospitality Trust's acquisition of TravelCenters of America, Inc. as described elsewhere in this prospectus. As of the date of this prospectus, Hospitality Trust has 88,085,751 common shares outstanding. Hospitality Trust may sell additional common shares and it may have a greater number of shares outstanding on the spin off record date; but we do not expect the distribution ratio to change if this occurs.

        This distribution is not being underwritten by an investment bank or otherwise. The purpose of the spin off is described in the section of this prospectus entitled "The Spin off—Background and Reasons for the Spin off". Hospitality Trust will pay any fees or other expenses incurred in connection with this distribution and the listing of our common shares on the AMEX. We anticipate the aggregate fees and expenses in connection with the spin off distribution to be approximately $[            ].


LEGAL MATTERS

        Sullivan & Worcester LLP, Boston, Massachusetts, is passing on certain tax matters related to the spin off. Richards, Layton & Finger, P.A., Wilmington, Delaware will pass upon the validity of our distributed common shares under Delaware law.


EXPERTS

        The consolidated financial statements of TravelCenters of America, Inc. as of December 31, 2004 and 2005, and for each of the three years in the period ended December 31, 2005, and the consolidated balance sheet of TravelCenters of America LLC as of October 10, 2006, included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and any amendments thereto) under the Securities Act of 1933 with respect to the shares being distributed pursuant to this prospectus. This prospectus is part of the registration statement and does not contain all of the information set forth in the registration statement. Statements contained in this prospectus as to the content of any agreement or other document filed as an exhibit are not necessarily complete, and you should consult a copy of those contracts or other documents filed as exhibits to the registration statement. For further information regarding us, please read the registration statement and the exhibits and schedules thereto.

        You may read and copy the registration statement and its exhibits and schedules or other information on file at the SEC's public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You can request copies of those documents upon payment of a duplicating fee to the SEC. When our registration statement on Form S-1 becomes effective, we will be subject to the reporting requirements of the Securities Exchange Act of 1934 and the reports, proxy statements and other information filed by us with the SEC can be copied at the SEC's public reference room. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You can review our SEC filings and the registration statement by accessing the SEC's website at http://www.sec.gov.

        We intend to furnish to our shareholders annual reports containing financial statements audited by an independent registered public accounting firm.

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INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 
  Page
TravelCenters of America LLC Unaudited Pro Forma Financial Statements    
  Introduction to Unaudited Pro Forma Financial Statements   F-2
  Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2006   F-3
  Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005   F-4
  Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2006   F-5
  Notes to Unaudited Pro Forma Consolidated Financial Statements   F-6

TravelCenters of America LLC Audited Financial Statement
 
 
  Report of Independent Registered Public Accounting Firm   F-12
  Consolidated Balance Sheet as of October 10, 2006 (inception)   F-13
  Notes to Consolidated Balance Sheet   F-14

TravelCenters of America, Inc. (predecessor) Unaudited Historical Financial Statements
 
 
  Unaudited Consolidated Balance Sheet as of September 30, 2006 and December 31, 2005   F-15
  Unaudited Consolidated Statement of Operations and Comprehensive Income (Loss) for the Nine Month Periods ended September 30, 2006 and 2005   F-16
  Unaudited Consolidated Statement of Cash Flows for the Nine Month Periods ended September 30, 2006 and 2005   F-17
  Unaudited Consolidated Statement of Nonredeemable Stockholders' Equity for the Nine Month Period ended September 30, 2006   F-18
  Notes to Unaudited Consolidated Financial Statements   F-19

TravelCenters of America, Inc. (predecessor) Audited Financial Statements
 
 
  Report of Independent Registered Public Accounting Firm   F-31
  Consolidated Balance Sheet at December 31, 2005 and 2004   F-32
  Consolidated Statement of Operations and Comprehensive Income (Loss) for the Years ended December 31, 2005, 2004 and 2003   F-33
  Consolidated Statement of Cash Flows for the Years ended December 31, 2005, 2004 and 2003   F-34
  Consolidated Statement of Nonredeemable Stockholders' Equity for the Years Ended December 31, 2005, 2004 and 2003   F-35
  Notes to Consolidated Financial Statements   F-36
 
Schedule II—Valuation and Qualifying Accounts for the Years ended December 31, 2005, 2004 and 2003
 
II-4

F-1


TravelCenters of America LLC

Introduction to Unaudited Pro Forma Financial Statements

        The unaudited pro forma balance sheet at September 30, 2006, presents the financial position of TravelCenters of America LLC as if Hospitality Trust's acquisition of TravelCenters of America, Inc., the restructuring of that business and the spin off of TravelCenters of America LLC had been completed as of September 30, 2006, as described in the notes thereto. The unaudited pro forma statements of operations for the year ended December 31, 2005, and nine months ended September 30, 2006, present the results of operations of TravelCenters of America LLC, as if Hospitality Trust's acquisition of TravelCenters of America, Inc., the restructuring of that business and the spin off of TravelCenters of America LLC had been completed as of January 1, 2005, as described in the notes thereto.

        Our registration statement relating to the anticipated spin off has not been declared effective by the Securities and Exchange Commission, or SEC, and may be amended prior to its effectiveness. Our common shares may not be distributed prior to the time the registration statement becomes effective. Furthermore, we have not yet entered into definitive agreements with Hospitality Trust regarding the terms of the spin off and related transactions, including the lease we describe in this registration statement. The description in this registration statement of the lease and the other agreements that we expect to enter with Hospitality Trust include the material terms which we expect as of the date of this registration statement. The final terms may be different from those that we now expect. Final terms are subject to negotiation between us and Hospitality Trust, and are subject to approval by our board of directors and Hospitality Trust's board of trustees. Changes could affect the terms of the lease and other agreements described in this registration statement and may include, for example, an increase or decrease in our initial capital on the date of the spin off, an increase or decrease in annual minimum rent, percentage rent or term of the lease. Consequently, amounts presented in the unaudited pro forma financial statements related to these agreements could change.

        The allocation of the purchase price of Hospitality Trust's acquisition of TravelCenters of America, Inc. and the assets and liabilities distributed in the spin off of TravelCenters of America LLC as reflected in these unaudited pro forma consolidated financial statements have, with the assistance of independent valuation specialists, been based upon preliminary estimates of the fair value of assets acquired and liabilities assumed. A final determination of the fair value of the assets and liabilities distributed in the spin off of TravelCenters of America LLC, which cannot be made prior to the completion of the transactions, will be based on the actual net tangible and intangible assets of TravelCenters of America, Inc. that exist as of the date of the completion of the transactions. Consequently, amounts preliminarily allocated to assets and liabilities could change significantly from those used in the pro forma unaudited consolidated financial statements. In the opinion of management, all adjustments necessary to reflect the effects of the transactions described above have been included in the pro forma financial statements.

        These unaudited pro forma financial statements do not represent our financial condition or results of operations for any future date or period. Actual future results may be materially different from pro forma results. Differences could arise from many factors, including, but not limited to, those related to our operation as a separate publicly owned company, competition in our business, our ability to successfully attract or retain customers and employees, our ability to control operating expenses, our capital structure and other changes. These unaudited pro forma financial statements should be read in conjunction with our and our predecessor's audited and unaudited financial statements and the related Management's Discussion and Analysis of our predecessor's results of operations included elsewhere in this prospectus.

F-2


TravelCenters of America LLC

Unaudited Pro Forma Consolidated Balance Sheet at September 30, 2006

(dollars in thousands)

 
  TravelCenters
of America
LLC
Historical
  TravelCenters
of America,
Inc.
Historical
  Merger,
Restructuring
and Spin Off
Adjustments
   
  Pro Forma
 
  A

  B

   
   
   
Current assets:                            
  Cash   $ —   $ 93,565   $ 119,640   C,D1   $ 213,205
  Accounts receivable, net     —     89,459     —   D2     89,459
  Inventories     —     88,323     4,690   D3     93,013
  Deferred income taxes     —     9,753     (9,753 ) E     —
  Other current assets     —     8,991     —   D4     8,991
   
 
           
    Total current assets     —     290,091               404,668
Property and equipment, net     —     635,812     (558,963 ) F     197,938
                  18,461   F,D5      
                  102,628   G      
Goodwill     —     49,681     (15,548 ) J,D6     34,133
Deferred financing costs, net     —     16,257     (16,257 ) H     —
Deferred income taxes     —     306     (306 ) E     —
Intangible assets, net     —     1,922     19,867   D7     21,789
Other non-current assets     —     9,638     (685 ) D8     8,953
   
 
           
    Total assets   $ —   $ 1,003,707             $ 667,481
   
 
           
Current liabilities                            
  Current maturities of debt   $ —   $ 7,014   $ (7,014 ) H   $ —
  Accounts payable     —     124,729     —   D9     124,729
  Other accrued liabilities     —     86,227     (6,288 ) H,D10     79,939
   
 
           
    Total current liabilities     —     217,970               204,668

Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Long term debt, net of unamortized discount
 
 
—
 
 
670,464
 
 
(670,464
)
H
 
 
—
Capital lease obligations     —     —     102,628   G     102,628
Deferred income taxes     —     8,812     (8,812 ) E     —
Other non-current liabilities     —     22,760     (4,345 ) D11     18,415
   
 
           
    Total liabilities     —     920,006               325,711

Redeemable equity
 
 
—
 
 
13,403
 
 
(13,403
)
I
 
 
—

Total nonredeemable shareholders' equity
 
 
—
 
 
70,298
 
 
119,640
 
C,I
 
 
341,770
                  151,832          
   
 
           
    Total liabilities and shareholders' equity   $ —   $ 1,003,707             $ 667,481
   
 
           

F-3


TravelCenters of America LLC

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2005

(in thousands except per share data)

 
  TravelCenters
of America
LLC
Historical
  TravelCenters
of America, Inc.
Historical
  Merger,
Restructuring
and Spin Off
Adjustments
   
  Pro Forma
 
 
  A

  K

   
   
   
 
Revenues   $ —   $ 4,075,296   $ —       $ 4,075,296  
Cost of goods sold (excluding depreciation)     —     3,450,780     —         3,450,780  

Operating expenses
 
 
—
 
 
420,367
 
 
—
 
 
 
 
420,367
 
Selling, general and administrative (including $8,921 of noncash share based compensation expense)     —     53,051     5,777   L,M     58,828  
Rent to Hospitality Trust     —     —     160,245   N     160,245  
Depreciation and amortization     —     64,981     (47,261 ) O     17,720  
(Gain) loss on asset sales     —     (207 )   —         (207 )
   
 
           
 
  Income (loss) from operations     —     86,324               (32,437 )

Other income (expense), net
 
 
—
 
 
(37,592
)
 
—
 
P
 
 
(37,592
)
Interest and other financial costs, net     —     (48,518 )   49,097   Q     (9,895 )
                  (10,474 ) N        
   
 
           
 
  Income (loss) before taxes     —     214               (79,924 )
Income taxes expense (benefit)     —     2,309     (32,281 ) R     (29,972 )
   
 
           
 
  Net income (loss)   $ —   $ (2,095 )           $ (49,952 )
   
 
           
 

Weighted shares outstanding
 
 
—
 
 
6,937
 
 
1,872
 
S
 
 
8,809
 
   
 
           
 
Basic and diluted net (loss) per common share   $ —   $ (0.30 )           $ (5.67 )
   
 
           
 

F-4


TravelCenters of America LLC

Unaudited Pro Forma Consolidated Statement of Operations

For Nine Months Ended September 30, 2006

(in thousands except per share amounts)

 
  TravelCenters
of America
LLC
Historical
  TravelCenters
of America, Inc.
Historical
  Merger,
Restructuring
and Spin Off
Adjustments
   
  Pro Forma
 
 
  A

  K

   
   
   
 
Revenues   $ —   $ 3,678,468   $ —       $ 3,678,468  
Cost of goods sold (excluding depreciation)     —     3,174,227     —         3,174,227  

Operating expenses
 
 
—
 
 
325,062
 
 
—
 
 
 
 
325,062
 
Selling, general and administrative (including $11,946 of noncash share based compensation expense)     —     48,532     4,631   L,M     53,163  
Rent fees to Hospitality Trust     —     —     120,183   N     120,183  
Depreciation and amortization     —     52,124     (38,834 ) O     13,290  
Merger and refinancing expenses     —     4,773     —   P     4,773  
(Gain) loss on asset sales     —     (579 )   —         (579 )
   
 
           
 
  Income (loss) from operations     —     74,329               (11,651 )

Other income (expenses), net
 
 
—
 
 
1,250
 
 
—
 
P
 
 
1,250
 
Interest and other financial costs, net     —     (35,016 )   36,321   Q     (6,551 )
                  (7,856 ) N        
   
 
           
 
  Income (loss) before taxes     —     40,563               (16,952 )
Income taxes expense (benefit)     —     15,458     (21,815 ) R     (6,357 )
   
 
           
 
  Net income (loss)   $ —   $ 25,105             $ (10,595 )
   
 
           
 

Weighted shares outstanding
 
 
—
 
 
6,937
 
 
1,872
 
S
 
 
8,809
 
   
 
           
 
Net income (loss) per common share:                              
  Basic   $ —   $ 3.62             $ (1.20 )
   
 
           
 
  Diluted   $ —   $ 3.32             $ (1.20 )
   
 
           
 

F-5


TravelCenters of America LLC

Notes to Unaudited Pro Forma Consolidated Financial Statements

(amounts in thousands, except share and per share amounts)

Pro Forma Balance Sheet Adjustments


 
   
 
Calculation of purchase price for TravelCenters of America, Inc.:        
  Cash consideration   $ 1,216,904 (1)
  Assumed indebtedness to be extinguished at closing     677,478  
  Estimated fees and other expenses     10,000  
   
 
    $ 1,904,382  
   
 
      (1)
      Cash consideration per the merger agreement is equal to $1,925,000 less assumed indebtedness on the merger date and adjusted for working capital, as defined, in excess of or less than $100,000 on the merger date.

F-6

 
   
 
Allocation of purchase price to the fair value of assets and liabilities acquired:        
  Net assets and liabilities transferred to Hospitality Trust in the restructuring   $ 1,682,252  
  Assets and liabilities retained by us in the restructuring:        
    Cash     93,565  
    Accounts receivable     89,459  
    Inventories     93,013  
    Other current assets     8,991  
    Property and equipment     95,310  
    Identifiable intangible assets     21,789  
    Other non-current assets     8,953  
    Accounts payable     (124,729 )
    Other accrued liabilities     (79,939 )
    Other non-current liabilities     (18,415 )
    Excess of purchase price over fair value of assets and liabilities acquired (goodwill)     34,133  
   
 
    $ 1,904,382  
   
 

        Adjustments have been calculated as follows:

 
  Predecessor's historical carrying amount
  Estimate of fair
market value
based upon
appraisal or
management
estimates
  Adjustment
  Ref.
 
  Column I

  Column II

  Column II less Column I

   
Assets:                
Cash   93,565   93,565   —   D1
Accounts receivable   89,459   89,459   —   D2
Inventories   88,323   93,013   4,690   D3
Other current assets   8,991   8,991   —   D4
Property and equipment   76,849   95,310   18,461   D5
Goodwill   49,681   34,133   (15,548 ) D6
Identifiable intangible assets   1,922   21,789   19,867   D7
Other non-current assets   9,638   8,953   (685 ) D8

Liabilities:
 
 
 
 
 
 
 
 
Accounts payable   124,729   124,729   —   D9
Other accrued liabilities   86,227   79,939   (6,288 ) D10
Other non-current liabilities   22,760   18,415   (4,345 ) D11

F-7


 
   
 
  Historical carrying amount of our predecessor's property and equipment, net   $ 635,812  
  Historical carrying amount of our predecessor's property and equipment, net, to be transferred to Hospitality Trust in the restructuring     (558,963 )
   
 
  Historical carrying amount of property and equipment, net, retained by us in the restructuring     76,849  
  Estimated fair value of property and equipment retained by us in the restructuring     95,310  
   
 
  Net adjustment   $ 18,461  
   
 

Pro Forma Statement of Operations Adjustments

        

F-8

 
  Year Ended
December 31,
2005
  Nine Months Ended
September 30,
2006
 
Pro forma fuel gross profit   $ 129,340   $ 111,095  
Pro forma non-fuel revenues     833,500     660,674  
   
 
 
Total   $ 962,840   $ 771,769  
Contract rate     0.6 %   0.6 %
   
 
 
Management and shared services fee   $ 5,777   $ 4,631  
   
 
 

 
  Year Ended
December 31,
2005
  Nine Months Ended
September 30,
2006
 
Minimum base rent (cash)   $ 153,500   $ 114,975  
Required straight line rent adjustment     17,219     13,064  
   
 
 
Total   $ 170,719   $ 128,039  
Less amount recognized as interest (see Note G)     (10,474 )   (7,856 )
   
 
 
Total adjustment   $ 160,245   $ 120,183  
   
 
 

F-9

 
  Year Ended
December 31,
2005
  Nine Months Ended
September 30,
2006
 
Elimination of historical depreciation and amortization   $ (64,981 ) $ (52,124 )
Addition of depreciation and amortization     17,720     13,290  
   
 
 
Net adjustment   $ (47,261 ) $ (38,834 )
   
 
 

 
  Year Ended
December 31,
2005
  Nine Months
Ended
September 30,
2006
Debt extinguishment and refinancing costs   $ (39,566 ) $ —
Gain on sale of investment     1,974     —
Gain related to claims settlement     —     1,250
   
 
  Other income (expense), net   $ (37,592 ) $ 1,250
   
 

F-10


Total outstanding shares of Hospitality Trust   88,086  
Spin off ratio   1:10  
   
 
Total shares distributed   8,809  
Elimination of predecessor's outstanding shares   (6,937 )
   
 
Net Adjustment   1,872  
   
 

F-11


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder and Board of
Directors of TravelCenters of America LLC

        In our opinion, the accompanying consolidated balance sheet presents fairly, in all material respects, the financial position of TravelCenters of America LLC at October 10, 2006 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
December 8, 2006

F-12


TravelCenters of America LLC

Consolidated Balance Sheet

October 10, 2006

Cash   $ 1
   
  Total assets   $ 1
   

Total liabilities
 
 
—
Shareholder's equity—common shares, 1 share issued and outstanding   $ 1
   
  Total liabilities and shareholder's equity   $ 1
   

The accompanying notes are an integral part of this consolidated financial statement.

F-13


TravelCenters of America LLC

Notes to Consolidated Balance Sheet

October 10, 2006

1.    Organization

        TravelCenters of America LLC was formed as a Delaware limited liability company on October 10, 2006. TravelCenters of America LLC is a wholly owned, indirect subsidiary of Hospitality Trust, or Hospitality Trust, and TravelCenters of America LLC's initial capitalization of $1 was provided by Hospitality Trust on TravelCenters of America LLC's formation date. Since that time, TravelCenters of America LLC has conducted no business activities. The fiscal year of TravelCenters of America LLC shall end on December 31 of each year.

2.    Acquisition of TravelCenters of America, Inc.

        In September 2006 Hospitality Trust agreed to acquire 100% of Travel Centers of America, Inc. This acquistion will be effected through a merger of a subsidiary of ours with and into TravelCenters of America, Inc. Hospitality Trust expects to complete this acquisition in 2007. When the acquisition is consummated, we will restructure the business of TravelCenters of America, Inc. after which Hospitality Trust will distribute our shares to its shareholders in a spin off transaction. Our spin off will not occur if Hospitality Trust does not acquire TravelCenters of America, Inc.

F-14


TravelCenters of America, Inc.

Unaudited Consolidated Balance Sheet

 
  December 31,
2005
  September 30,
2006
 
 
  (In Thousands of Dollars)

 
Assets              
Current assets:              
  Cash   $ 47,547   $ 93,565  
  Accounts receivable (less allowance for doubtful accounts of $1,715 for 2005 and $1,548 for 2006)     75,075     89,459  
  Inventories     87,702     88,323  
  Deferred income taxes     9,623     9,753  
  Other current assets     10,454     8,991  
   
 
 
    Total current assets     230,401     290,091  
Property and equipment, net     629,253     635,812  
Goodwill     49,681     49,681  
Deferred financing costs, net     18,605     16,257  
Deferred income taxes     207     306  
Intangible assets, net     1,967     1,922  
Other noncurrent assets     9,590     9,638  
   
 
 
    Total assets   $ 939,704   $ 1,003,707  
   
 
 

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
Current liabilities:              
  Current maturities of long-term debt   $ 7,009   $ 7,014  
  Accounts payable     117,271     124,729  
  Other accrued liabilities     69,482     86,227  
   
 
 
    Total current liabilities     193,762     217,970  
Commitments and contingencies     —     —  
Long-term debt (net of unamortized discount)     675,638     670,464  
Deferred income taxes     1,226     8,812  
Other noncurrent liabilities     21,771     22,760  
   
 
 
      892,397     920,006  

Redeemable equity
 
 
1,935
 
 
13,403
 
Nonredeemable equity:              
  Common stock and other stockholders' equity     226,482     226,303  
  Accumulated deficit     (181,110 )   (156,005 )
   
 
 
    Total nonredeemable equity     45,372     70,298  
   
 
 
    Total liabilities, redeemable equity and nonredeemable stockholders' equity   $ 939,704   $ 1,003,707  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-15


TravelCenters of America, Inc.

Unaudited Consolidated Statement of Operations and Comprehensive Income (Loss)

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Revenues:              
  Fuel   $ 2,294,946   $ 3,010,251  
  Nonfuel     627,527     660,674  
  Rent and royalties     7,502     7,543  
   
 
 
    Total revenues     2,929,975     3,678,468  
Cost of goods sold (excluding depreciation):              
  Fuel     2,206,346     2,899,156  
  Nonfuel     259,486     275,071  
   
 
 
    Total cost of goods sold (excluding depreciation)     2,465,832     3,174,227  
Operating expenses     308,418     325,062  
Selling, general and administrative expenses (including $53 and $11,946 of noncash share based compensation expense for the nine months ended September 30, 2005 and 2006, respectively)     32,702     48,532  
Depreciation and amortization expense     46,078     52,124  
Merger and refinancing expenses     —     4,773  
Gain on asset sales     (208 )   (579 )
   
 
 
Income from operations     77,153     74,329  
Other income (expense), net (Note 11)     (37,401 )   1,250  
Interest and other financial costs, net     (37,722 )   (35,016 )
   
 
 
Income before income taxes     2,030     40,563  
Provision for income taxes     1,642     15,458  
   
 
 
Net income     388     25,105  
Other comprehensive income (expense), net of tax (Note 5):              
  Unrealized gain (loss) on derivative instruments     394     (674 )
  Foreign currency translation adjustments     272     343  
   
 
 
Comprehensive income   $ 1,054   $ 24,774  
   
 
 
Basic earnings per common share   $ 0.06   $ 3.62  
   
 
 
Diluted earnings per common share   $ 0.05   $ 3.32  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-16


TravelCenters of America, Inc.

Unaudited Consolidated Statement of Cash Flows

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Cash flows from operating activities:              
  Net income   $ 388   $ 25,105  
  Adjustments to reconcile net income to net cash provided by operating activities:              
    Share based compensation expense     53     11,946  
    Financing costs expensed upon extinguishment of debt     39,375     —  
    Tender premium and debt discount paid     (32,308 )   —  
    Depreciation and amortization expense     46,078     52,124  
    Amortization of deferred financing costs     3,097     2,348  
    Deferred income tax provision     699     7,605  
    Provision for doubtful accounts     400     75  
    (Gain) on asset sales     (2,182 )   (579 )
    Changes in assets and liabilities, adjusted for the effects of business acquisitions:              
      Accounts receivable     (31,259 )   (15,463 )
      Inventories     (7,989 )   (599 )
      Other current assets     (2,593 )   443  
      Accounts payable and other accrued liabilities     52,885     27,475  
    Other, net     (1,820 )   (1,443 )
   
 
 
        Net cash provided by operating activities     64,824     109,037  
   
 
 
Cash flows from investing activities:              
  Business acquisitions     (935 )   —  
  Proceeds from asset sales     2,676     2,606  
  Capital expenditures     (54,397 )   (56,948 )
   
 
 
  Net cash used in investing activities     (52,656 )   (54,342 )
   
 
 
Cash flows from financing activities              
  Increase (decrease) in checks drawn in excess of bank balances     (937 )   (3,450 )
  Revolving loan borrowings (repayments), net     (25,000 )   —  
  Long-term debt borrowings     680,000     —  
  Long-term debt repayments     (647,171 )   (5,255 )
  Debt issuance costs     (5,039 )   —  
  Debt extinguishment and refinancing expenses paid     (2,603 )   —  
  Common shares sold (repurchased)     38     —  
   
 
 
  Net cash (used in) provided by financing activities     (712 )   (8,705 )
   
 
 
  Effect of exchange rate changes on cash     44     28  
   
 
 
        Net increase (decrease) in cash     11,500     46,018  
Cash at the beginning of the period     45,846     47,547  
   
 
 
Cash at the end of the period     57,346     93,565  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-17


TravelCenters of America, Inc.

Unaudited Consolidated Statement of Nonredeemable Stockholders' Equity

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Common stock:              
  Balance at beginning and end of period   $ 3   $ 3  
   
 
 

Additional paid-in capital:
 
 
 
 
 
 
 
  Balance at beginning of period   $ 215,743   $ 224,413  
    Stock options     —     152  
   
 
 
  Balance at end of period   $ 215,743   $ 224,565  
   
 
 

Accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
  Balance at beginning of period   $ 1,122   $ 2,066  
    Change in fair value of interest rate swap agreements, net of tax     394     (674 )
    Foreign currency translation adjustments, net of tax     272     343  
   
 
 
  Balance at end of period   $ 1,788   $ 1,735  
   
 
 

Accumulated Deficit:
 
 
 
 
 
 
 
  Balance at beginning of period   $ (179,015 ) $ (181,110 )
    Net income     388     25,105  
   
 
 
  Balance at end of period   $ (178,627 ) $ (156,005 )
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-18


TravelCenters of America, Inc.

Selected Notes to Unaudited Consolidated Financial Statements

Nine Months Ended September 30, 2005 and 2006

1.    Business Description and Summary of Operating Structure

        TravelCenters of America, Inc. ("we," "us" or "the Company") is a holding company which, through our wholly owned subsidiaries, owns, operates and franchises travel centers along the United States interstate highway system to serve long haul trucking fleets and their drivers, independent truck drivers and motorists. At September 30, 2006, our geographically diverse nationwide network of full service travel centers consisted of 162 sites located in 40 states and the province of Ontario, Canada. Substantially all of our operations are conducted through three distinct types of travel centers:

    •
    travel center sites operated by us, which we refer to as company operated sites;

    •
    travel center sites owned by us and leased to independent lessee franchisees, which we refer to as leased sites; and

    •
    travel center sites owned and operated by independent franchisees, which we refer to as franchisee owned sites.

        At September 30, 2006, our network consisted of 139 company operated sites, 10 leased sites and 13 franchisee owned sites. We operate as one reportable segment. We aggregate our travel centers into one reportable segment because they have similar economic and operating characteristics. Because only one of our 162 travel centers is located in Canada, the amounts of revenues and long lived assets located in Canada are not material.

        Our travel centers are located along the U.S. interstate highway system, typically on 20- to 25-acre sites. Operating under the "TravelCenters of America" and "TA" brand names, our nationwide network provides our customers with diesel fuel and gasoline as well as non-fuel products and services such as truck repair and maintenance services, full service restaurants, more than 20 different brands of quick service restaurants, travel and convenience stores with a selection of over 4,000 items and other driver amenities. We also collect rents and franchise royalties from the franchisees who operate the leased sites and franchisee owned sites.

        The consolidated financial statements include the accounts of TravelCenters of America, Inc. and its wholly owned subsidiaries, TA Operating Corporation and TA Franchise Systems Inc., as well as TA Licensing, Inc., TA Travel, L.L.C., 3073000 Nova Scotia Company, TravelCentres Canada Inc., and TravelCentres Canada Limited Partnership, which are all direct or indirect wholly owned subsidiaries of TA Operating Corporation. Intercompany accounts and transactions have been eliminated.

        The accompanying consolidated financial statements of the Company have been prepared without audit. Certain information and footnote disclosures required by generally accepted accounting principles for complete financial statements have been condensed or omitted. We believe that the disclosures made are adequate to make the information presented not misleading. However, the accompanying financial statements should be read in conjunction with the financial statements and notes contained in our audited consolidated financial statements as of and for the year ended December 31, 2005. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

F-19


2.    Change in Accounting Principle

        Effective January 1, 2006, we adopted Statement of Financial Accounting Standards (FAS) No. 123(R), "Share Based Payments" (FAS 123R), which replaced FAS No. 123, "Accounting for Stock-based Compensation," and superseded Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). FAS 123R requires compensation cost relating to share based payment transactions be recognized in the financial statements. We adopted FAS 123R using the prospective approach; accordingly, prior periods were not restated. There was no effect on our balance sheet or results of operations as a result of the adoption of FAS 123R. Prior to January 1, 2006, we measured compensation costs related to share based payments under APB 25, as permitted by FAS 123, and provided pro forma disclosure in the notes to financial statements as required by FAS 123 and FAS 148.

        Under APB 25, we accounted for share based compensation using the intrinsic value method of accounting. For options that vested based on the passage of time, no share based compensation expense was reflected in our consolidated statements of operations because for all such options the exercise price equaled the estimated market value of the underlying share on the date of grant. For options that vested based on attaining specified financial return performance targets, no share based compensation cost was reflected in our consolidated statements of operations until such time as attaining of the targets was determined to be probable, which was not the case for the options granted under the 2001 stock plan until the fourth quarter of 2005. We have not granted options since the adoption of FAS 123R, but in April 2006 we modified certain of our outstanding options and, accordingly, we began accounting for these modified options as prescribed by FAS 123R. As a result, we have recognized share based compensation expense with respect to these modified options in the financial statements for the nine month period ended September 30, 2006. See Note 8 for additional discussion of our share based compensation.

3.    Recently Issued Accounting Pronouncements

        FIN 48.     In June 2006 the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under this guidance, a benefit can be recognized with respect to a tax position only if it is more likely than not that the position will be sustained upon examination. In such cases, the tax position is to be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We are in the process of evaluating what, if any, effect adoption of FIN 48 will have on our financial statements, but do not expect that the effect will be material to our financial position, results of operations or cash flows when we adopt it effective January 1, 2007.

        FAS 157.     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157). FAS 157 is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements, but does not require any new fair value measurements. We are in the process of evaluating what, if any, effect adoption of FAS 157 will have on our financial statements when we adopt it effective January 1, 2008.

F-20


4.    Earnings Per Share

        The following represents a reconciliation from basic earnings per common share to diluted earnings per common share.

 
  Nine Months Ended
September 30,
 
  2005
  2006
 
  (In Thousands, except per share data)

Determination of shares:            
  Weighted average common shares oustanding     6,937     6,937
  Incremental shares attributable to the assumed exercise of dilutive stock options     80     348
  Incremental shares attributable to the assumed exercise of warrants     277     277
   
 
Diluted weighted average common shares outstanding     7,294     7,562
   
 
Basic earnings per common share   $ 0.06   $ 3.62
Diluted earnings per common share   $ 0.05   $ 3.32

5.    Comprehensive Income

        Income tax provision (benefit) related to other comprehensive income consisted of the following:

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Related to gain (loss) on derivative instruments   $ 203   $ (347 )
Related to foreign currency translation adjustments   $ 90   $ 108  
   
 
 
  Total   $ 293   $ (239 )
   
 
 

6.    Inventories

        Inventories consisted of the following:

 
  December 31,
2005
  September 30,
2006
 
  (In Thousands of Dollars)

Non-fuel merchandise   $ 72,341   $ 71,663
Petroleum fuel products     15,361     16,660
   
 
Total inventories   $ 87,702   $ 88,323
   
 

F-21

7.    Goodwill and Intangible Assets

        The changes in the carrying amount of goodwill for the nine month periods ended September 30, 2005 and 2006 were as follows:

 
  Nine Months Ended September 30,
 
  2005
  2006
 
  (In Thousands of Dollars)

Balance as of beginning of period   $ 48,898   $ 49,681
Goodwill recorded during the period     743     —
   
 
Balance as of end of period   $ 49,641   $ 49,681
   
 

        During the nine month period ended September 30, 2005 we recorded $743,000 of goodwill as a result of the business acquisition in connection with our converting one leased site to a company operated site. No goodwill was recognized during the nine months ended September 30, 2006.

        Intangible assets, net consisted of the following:

 
  December 31,
2005
  September 30,
2006
 
  (In Thousands of Dollars)

Amortizable intangible assets:            
  Noncompetition agreements   $ 650   $ 650
   
 
    Total amortizable intangible assets     650     650
  Less—accumulated amortization     81     126
   
 
    Net carrying value of amortizable intangible assets     569     524
Net carrying value of trademarks     1,398     1,398
   
 
    Intangible assets, net   $ 1,967   $ 1,922
   
 

        Total amortization expense for our amortizable intangible assets for the nine month periods ended September 30, 2005 and 2006 was $96,000 and $45,000, respectively. The estimated aggregate amortization expense for our amortizable intangible assets for the year ending December 31, 2006 and each of the four succeeding fiscal years is $60,000 for each year.

8.    Share Based Employee Compensation

        During 2001, we granted to certain of our executives non-qualified options to purchase 944,881 of our common shares. The options have a term of 10 years but could be terminated earlier if certain customary events occur. Each option grant consisted of 41.67% time options and 58.33% performance options. In April 2006, we amended the option agreements, primarily affecting vesting of the performance options. Option holders have rights to require us to repurchase shares obtained by exercising vested options upon a termination of employment due to disability, death or, subject to a six month holding period, scheduled retirement, and, in certain limited cases, upon a change of control.

        Time options became exercisable with the passage of time, generally vesting 20% per year over a period of five years. As of December 31, 2005, all outstanding time options were fully vested and exercisable. The time options are subject to fixed plan accounting.

F-22


        Performance options become exercisable based on our stockholders achieving certain investment return targets. Class A and Class B performance options differ only in vesting. Class A performance options vested if the achieved internal rate of return was at least 22.5%. The Class B performance options vested on a pro-rata basis if the achieved rate of return exceeded 22.5%, up to 30.0%. A measurement date was generally defined in the original option agreements as the earliest of (1) November 14, 2005, (2) specified dates following an initial public offering of our shares, or (3) the date that at least 30% of our shares owned by a specified stockholder are distributed to its limited partners or sold. The April 2006 amendments replaced the November 14, 2005 date with December 31, 2005, which was the earliest of the various possible measurement dates enumerated in the option agreements and, therefore, was the measurement date for purposes of determining the vesting of the Class A performance options. The estimated value of our common shares as of December 31, 2005 was $86.83 per share, which resulted in a rate of return of 22.5% and, therefore, the Class A performance options were fully vested as of December 31, 2005. The April 2006 amendments also revised the measurement date for the Class B performance options such that one half of those options had a measurement date of April 6, 2006 and vested as of that date, and the other half of those options will vest on a pro-rata basis as of the date of any future change of control if the share price realized is between $102.73 and $117.83 per share.

        We accounted for the stock options under the recognition and measurement principles of both APB 25 and FAS 123R. The time options and Class A performance options were accounted for under APB 25. There was no share based compensation expense related to the time options. Share based compensation expense was recognized with respect to the Class A performance options through the end of the related vesting period in December 2005. As the amendments to the Class B performance options were made after January 1, 2006, the date we adopted FAS 123R (see Note 2), the recognition of share based compensation expense related to those options is subject to the requirements of FAS 123R. For the Class B performance options that vested in April 2006, we used the Black-Scholes option pricing model to estimate the grant date fair value of the options of $59.08. The following assumptions were used in this calculation: a risk free interest rate of 4.85%, a dividend yield of 0.0%, a volatility factor of 42.0% and an expected life of the options of six months. We recognized share based compensation expense of $11,620,000 with respect to these options. The intrinsic value of these options was $58.31 on the date of the modification and, as a result, $11,468,000 of the share based compensation expense was classified as redeemable equity in our consolidated balance sheet. For the remaining unvested options that vest upon a change of control, we used a binomial lattice based option pricing model to estimate the grant date fair value of the options of $21.70. The following assumptions were used in this calculation: a risk-free interest rate of 4.85%, a dividend yield of 0.0%, a volatility factor of 42.0% and an expected life of the options of six to twelve months. We have not recognized share based compensation expense with respect to these options.

        In addition to the compensation expense charges made in connection with options as described above, we also recognized share based compensation expense with respect to redeemable shares of

F-23


common stock that are considered to be probable of being redeemed. The following table sets forth the composition of share compensation expense.

 
  Nine Months Ended
September 30,
 
  2005
  2006
 
  (In Thousands of Dollars)

Share based compensation expense consisted of:            
  Expense under FAS 123R related to vested Class B performance options   $ —   $ 11,620
  Expense related to outstanding redeemable shares     53     326
   
 
  Total share compensation expense   $ 53   $ 11,946
   
 

        The following table illustrates the effect on net income (loss) if we had applied the fair value recognition provisions of FAS No. 123 to all share based payment transactions.

 
  Nine Months Ended
September 30, 2005
 
 
  (In Thousands of Dollars)

 
Net income, as reported   $ 388  
Add back: share based compensation expense, net of related tax effects, included in net income as reported     32  
Deduct: Total share based compensation expense determined under fair value based methods for all awards, net of related tax effects     (509 )
   
 
Pro forma net income (loss)   $ (89 )
   
 
Pro forma net income (loss) per common share   $ (0.01 )
   
 

        The fair value of the options subject to APB 25 accounting, all of which were granted in 2001, that was used to calculate the pro forma compensation expense amounts was estimated to be $13.43 per option at the date of grant using the Black Scholes option pricing model with the following weighted average assumptions: a risk-free interest rate of 5.5%, a dividend yield of 0.0%, a volatility factor of 0.0001%, and an expected life of the options of ten years.

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        Option Status Summary.     The following table reflects the status and activity of options under our share plans:

 
  Nine Months Ended
September 30, 2006
Options outstanding, beginning of period   939,375
Granted   —
Exercised   —
Cancelled   —
   
Options outstanding, end of period   939,375
   
Options exercisable, end of period   742,708
Options available for grant, end of period   —
Weighted average remaining contractual life of options outstanding, in years   4.25

        The exercise price was $31.75 per share for all outstanding options as of September 30, 2006.

9.    Commitments and Contingencies

Guarantees

        In the normal course of business we periodically enter into agreements that incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be estimated, it is the opinion of management that any potential indemnification is not expected to have a material adverse effect on our consolidated financial position or result of operations. We also offer a warranty of our workmanship in our truck maintenance and repair shops, but the annual warranty expense and corresponding liability are immaterial.

Environmental Matters

        Our operations and properties are extensively regulated by environmental laws and regulations ("Environmental Laws") that (i) govern operations that may have adverse environmental effects, such as discharges to air, soil and water, as well as the management of petroleum products and other hazardous substances ("Hazardous Substances"), or (ii) impose liability for the costs of cleaning up sites affected by, and for damages resulting from, disposal or other releases of Hazardous Substances. We own and use underground storage tanks and above ground storage tanks to store petroleum products and waste at our facilities. We must comply with requirements of Environmental Laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting, financial assurance and corrective action in case of a release from a storage tank into the environment. At some locations, we must also comply with Environmental Laws relating to vapor recovery and discharges to water. We believe that all of our travel centers are in material compliance with applicable Environmental Laws. Historically the costs of compliance for these matters have not had a material adverse impact on us, but it is impossible to predict accurately the ultimate effect compliance or changing Environmental Laws may have on us in the future.

F-25


        We have received notices of alleged violations of Environmental Laws, or are aware of the need to undertake corrective actions to comply with Environmental Laws, at company owned travel centers in a number of jurisdictions. We do not expect that any financial penalties associated with these alleged violations, or compliance costs incurred in connection with these violations or corrective actions, will be material to our results of operations or financial condition. We are conducting investigatory and remedial actions with respect to releases of Hazardous Substances at a number of our sites. While we cannot precisely estimate the ultimate costs we will incur in connection with the investigation and remediation of these properties, based on our current knowledge, we do not expect that the costs to be incurred at these properties, individually or in the aggregate, will be material to our financial condition, results of operations or liquidity. We cannot be certain that additional contamination does not exist at our properties, or that material liability will not be imposed in the future. If additional environmental problems arise or are discovered, or if additional environmental requirements are imposed by government agencies, increased environmental compliance or remediation expenditures may be required, and such expenditures or the requirement to make such expenditures could have a material adverse effect on us.

        We have obtained insurance of up to $35,000,000 for known environmental liabilities and up to $40,000,000 for unknown environmental liabilities, subject, in each case, to certain limitations and deductibles. While it is not possible to quantify with certainty our environmental exposure, in our opinion, the potential liability, beyond that considered in the reserve we have recorded, for all environmental proceedings, based on information known to date, will not have a material adverse effect on our financial condition, results of operations or liquidity.

        At September 30, 2006, we had a reserve for environmental matters of $11,783,000. We also had receivables for expected recoveries relating to certain of these estimated future expenditures and cash in an escrow account to fund certain of these estimated future expenditures totalling $9,274,000. The following table sets forth the various amounts recorded in our consolidated balance sheet as either current or noncurrent assets or liabilities related to environmental matters:

 
  As of September 30, 2006
 
  (In Thousands of Dollars)

Gross liability for environmental matters:      
  Included in the accrued liabilities balance   $ 4,232
  Included in the noncurrent liabilities balance     7,551
   
  Total recorded liabilities     11,783
Less expected recoveries of future expenditures:      
  Included in the accounts receivable balance     2,064
  Included in the other noncurrent assets balance     2,797

Less cash in escrow account included in other noncurrent assets
 
 
4,413
   
  Net environmental costs to be funded by future operating cash flows   $ 2,509
   

F-26

        The following table sets forth the estimated gross amount of the cash outlays related to the matters for which we have accrued our environmental reserve. These cash expenditure amounts do not reflect any amounts for the expected recoveries as we cannot accurately predict the timing of those cash receipts. These estimated future cash disbursements are subject to change based on, among other things, changes in the underlying remediation activities and changes in regulatory requirements.

Year Ending December 31,
  Estimated Gross
Future Expenditures
 
  (In Thousands of Dollars)

The remainder of 2006   $ 1,180
2007     4,069
2008     2,472
2009     1,563
2010     994
Thereafter     1,505
   
    $ 11,783
   

Pending Litigation

        We are involved from time to time in various legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Except for the Flying J litigation described below, we believe that we are not now involved in any litigation, individually, or in the aggregate, which could have a material adverse affect on our business, financial condition, results of operations or cash flows.

        In February 2006, Flying J, Inc. and certain of its affiliates ("Flying J") filed a lawsuit against certain travel center operators, including us. Flying J is a competitor of ours and, like us, operates a network of travel centers. Flying J also markets a fuel purchasing credit card to trucking companies. The Flying J lawsuit claims, in essence, that we and other travel center operators have refused to accept the Flying J fuel card, and that such refusal was the result of unlawful concerted action. We believe that there are substantial defenses to Flying J's claims, but this case is at an early stage and we are unable to evaluate it further at this time.

        On December 7, 2005, the Internal Revenue Service, or IRS, seized approximately $5,325,000 from our bank account pursuant to a seizure warrant alleging that these funds were proceeds of alleged illegal gambling operations conducted by a game vendor of ours in space leased from us at three of our travel centers in Maryland. A complaint for forfeiture was filed by the Maryland U.S. Attorney's Office, and we filed a statement of interest in the seized funds and an answer denying liability. To date there has been only an informal discovery process between us and the U.S. Attorney and a trial date has not been set. We are prepared to defend against the complaint for forfeiture and seek return to us of the seized funds, but have discussed potential settlement of the matter with the IRS. Should we be successful in defending against the claim in litigation, or in coming to a settlement with the IRS, we would be repaid some portion, or all, of the seized funds. However, due to our loss of control over these funds, we expensed as an operating expense the full amount seized in December 2005. We have been indemnified by the game vendor, but it is uncertain whether we will be able to recover all or a

F-27


portion of our losses from the game vendor and a receivable for any indemnification proceeds has not been recognized. See Note 14.

10.    Supplemental Cash Flow Information

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Revolving loan borrowings   $ 258,500   $ 18,800  
Revolving loan repayments     (283,500 )   (18,800 )
   
 
 
  Revolving loan borrowings (repayments), net   $ (25,000 ) $ —  
   
 
 
Cash paid during the period for:              
  Interest   $ 37,529   $ 32,197  
  Income taxes (net of refunds)   $ 1,130   $ 740  
Inventory received in liquidation of trade accounts receivable   $ 324   $ —  

11.    Other Information

 
  Nine Months Ended
September 30,
 
 
  2005
  2006
 
 
  (In Thousands of Dollars)

 
Interest and other financing costs consisted of the following:              
  Cash interest expense   $ (33,803 ) $ (33,887 )
  Cash interest income     245     1,305  
  Amortization of discount on debt     (1,067 )   (86 )
  Amortization of deferred financing costs     (3,097 )   (2,348 )
   
 
 
    Interest and other financing costs, net   $ (37,722 ) $ (35,016 )
   
 
 
Other income (expense), net consisted of the following:              
  Debt extinguishment and refinancing expenses   $ (39,375 ) $ —  
  Gain on sale of investment     1,974     —  
  Gain on claim settlements     —     1,250  
   
 
 
    Other income (expense), net   $ (37,401 ) $ 1,250  
   
 
 

        In July 2006 we agreed to settle two claims made in connection with our November 2000 merger and recapitalization transactions, one settlement with an insurer from whom we had purchased a policy related to the transaction and one settlement concerning the portion of the purchase price held in escrow by the former shareholders of the Company. The total amount received in July and August 2006 as a result of these settlements was $6,850,000, which was recognized in June 2006, together with $1,200,000 of related expenses. Of the total settlement amount, $5,600,000 was recognized as a reduction of operating expenses as it represented the recovery of related costs that had been incurred in the current and prior years. This $5,600,000 was partially offset by the $1,200,000 of related expenses

F-28


that were also recorded to operating expenses in June 2006. The remaining $1,250,000 of the settlement amounts represented a gain on claim settlements and was recognized in non-operating income.

        In the process of marketing ourselves for sale, we incurred various costs, primarily with respect to arranging various financing alternatives. As a result of the agreement and plan of merger we signed in September 2006 (see Note 13), we will not pursue further these various financing alternatives. Accordingly, we have charged $4,773,000 to expense to write-off the $773,000 of such costs we have paid through September 30, 2006 and to accrue a liability for the $4,000,000 of such costs that have been incurred but not yet paid.

        In June 2005, we consummated a refinancing of our indebtedness, which included a tender offer and consent solicitation for the Senior Subordinated Notes we then had outstanding. In connection with this refinancing, we incurred charges to expense aggregating $39,375,000, which was comprised of $17,331,000 of tender premiums paid for the Senior Subordinated Notes, $19,193,000 to write off unamortized debt issuance costs and debt discount related to the Senior Subordinated Notes, and $2,851,000 of other fees paid.

        In September 2005, we recognized a gain of $1,974,000 in connection with the 2004 sale of our investment in Simons Petroleum, Inc. Due to uncertainty surrounding the future realization of this amount, which was held in escrow until October 2005, this portion of the gain was not recognized in 2004. However, during the third quarter of 2005 the conditions to receive these funds were met, and accordingly, the gain was recognized.

12.    Related Party Transactions

        Certain members of our senior management have purchased common stock pursuant to management subscription agreements. As a result of such purchases, we have notes and related interest receivable from the management stockholders totaling $1,639,000 and $1,707,000 at December 31, 2005 and September 30, 2006, respectively.

13.    Merger Transaction

        On September 15, 2006, we and stockholders owning a majority of our voting stock entered into an agreement and plan of merger with Hospitality Properties Trust ("HPT"), pursuant to which HPT, through a subsidiary, will acquire 100% of our outstanding common stock for approximately $1.9 billion and HPT's subsidiary will merge with and into us. The merger is expected to occur in 2007. Upon the closing, our business will be restructured. The principal effect of the restructuring will be that we will become a 100% subsidiary of TravelCenters of America LLC, a subsidiary of HPT, and that subsidiaries of HPT that we do not own will own the real estate of substantially all of the travel centers we currently own and we will enter into a lease of that real estate. We expect to retain the balance of our tangible and intangible assets and will continue our operations. After the restructuring, HPT, a publicly owned real estate investment trust, will spin off the shares of TravelCenters of America LLC to its common shareholders and TravelCenters of America LLC, which will be our parent after the acquisition and restructuring, will be a publicly owned company.

F-29


14.    Subsequent Event

        In December 2006, we reached a settlement agreement with the IRS, in connection with the matter discussed in Note 9, under which $1,262,000 of the seized funds will be returned to us and we forfeited all interest in the remaining seized funds without an admission of liability. The funds that will be returned will be recorded as income in a period subsequent to September 30, 2006.

F-30


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of TravelCenters of America, Inc.:

        In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of TravelCenters of America, Inc. and its subsidiaries at December 31, 2005 and December 31, 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therin when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As described in Note 3, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" as of January 1, 2003.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
May 30, 2006, except for Note 24, as to which
the date is September 15, 2006 and Note 6, as
to which the date is November 17, 2006

F-31


TravelCenters of America, Inc.

Consolidated Balance Sheet

 
  December 31,
 
 
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Assets              
Current assets:              
  Cash and cash equivalents   $ 45,846   $ 47,547  
  Accounts receivable (less allowance for doubtful accounts of $1,606 for 2004 and $1,715 for 2005)     61,484     75,075  
  Inventories     75,907     87,702  
  Deferred income taxes     6,952     9,623  
  Other current assets     8,347     10,454  
   
 
 
    Total current assets     198,536     230,401  
Property and equipment, net     604,359     629,253  
Goodwill     48,898     49,681  
Deferred financing costs, net     28,289     18,605  
Deferred income taxes     4,363     207  
Other noncurrent assets     13,284     11,557  
   
 
 
    Total assets   $ 897,729   $ 939,704  
   
 
 

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
Current liabilities:              
  Current maturities of long-term debt   $ 198   $ 7,009  
  Accounts payable     88,754     117,271  
  Other accrued liabilities     61,800     69,482  
   
 
 
    Total current liabilities     150,752     193,762  
Commitments and contingencies     —     —  
Long-term debt (net of unamortized discount)     682,892     675,638  
Deferred income taxes     1,156     1,226  
Other noncurrent liabilities     23,212     21,771  
   
 
 
      858,012     892,397  

Redeemable equity
 
 
1,864
 
 
1,935
 
Nonredeemable stockholders' equity (Note 16):              
  Common stock and other nonredeemable stockholders' equity (Common stock—6,934,569 and 6,937,003 shares outstanding at December 31, 2004 and 2005; Preferred stock—5,000,000 shares authorized but unissued)     216,868     226,482  
  Accumulated deficit     (179,015 )   (181,110 )
   
 
 
    Total nonredeemable stockholders' equity     37,853     45,372  
   
 
 
    Total liabilities, redeemable equity and nonredeemable stockholders' equity   $ 897,729   $ 939,704  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-32


TravelCenters of America, Inc.

Consolidated Statement of Operations and Comprehensive Income (Loss)

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Revenues:                    
  Fuel   $ 1,513,648   $ 1,959,239   $ 3,231,853  
  Non-fuel     649,502     707,958     833,500  
  Rent and royalties     13,080     10,667     9,943  
   
 
 
 
    Total revenues     2,176,230     2,677,864     4,075,296  

Cost of goods sold (excluding depreciation):
 
 
 
 
 
 
 
 
 
 
  Fuel     1,408,728     1,857,160     3,102,513  
  Non-fuel     266,038     289,867     348,267  
   
 
 
 
    Total cost of goods sold (excluding depreciation)     1,674,766     2,147,027     3,450,780  
Operating expenses     342,045     362,169     420,367  
Selling, general and administrative expenses (including $65 and $8,921 of noncash stock compensation expense for 2004 and 2005, respectively)     40,543     43,180     53,051  
Depreciation and amortization expense     60,375     58,750     64,981  
Gain on asset sales     (1,476 )   (2,547 )   (207 )
   
 
 
 
  Income from operations     59,977     69,285     86,324  
Other income (expense), net     764     110     (37,592 )
Interest and other financial costs, net     (46,878 )   (46,061 )   (48,518 )
   
 
 
 
Income (loss) before income taxes and the cumulative effect of a change in accounting principle     13,863     23,334     214  
Provision for income taxes     4,719     8,472     2,309  
   
 
 
 
Income (loss) before the cumulative effect of a change in accounting principle     9,144     14,862     (2,095 )
Cumulative effect of a change in accounting, net of related taxes (Note 3)     (253 )   —     —  
   
 
 
 
  Net income (loss)     8,891     14,862     (2,095 )
Other comprehensive income (loss), net of tax (Note 7):                    
  Unrealized gain on derivative instruments     —     —     674  
  Foreign currency translation adjustments     804     318     270  
   
 
 
 
    Comprehensive income (loss)   $ 9,695   $ 15,180   $ (1,151 )
   
 
 
 
Basic earnings (loss) per common share:                    
  Income (loss) from continuing operations   $ 1.32   $ 2.14   $ (0.30 )
  Cumulative effect of change in accounting, net of tax     (0.04 )   —     —  
   
 
 
 
  Net income (loss)   $ 1.28   $ 2.14   $ (0.30 )
   
 
 
 
Diluted earnings (loss) per common share:                    
  Income (loss) from continuing operations   $ 1.26   $ 2.04   $ (0.30 )
  Cumulative effect of change in accounting, net of tax     (0.03 )   —     —  
   
 
 
 
  Net income (loss)   $ 1.23   $ 2.04   $ (0.30 )
   
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-33


TravelCenters of America, Inc.

Consolidated Statement of Cash Flows

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Cash flows from operating activities:                    
  Net income (loss)   $ 8,891   $ 14,862   $ (2,095 )
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:                    
    Cumulative effect of a change in accounting principle, net of related tax     253     —     —  
    Stock compensation expense     —     65     8,921  
    Tender premium and debt discount paid     —     —     (32,610 )
    Depreciation and amortization     60,375     58,750     64,981  
    Amortization of deferred financing costs     3,440     3,882     3,908  
    Financing costs expensed upon extinguishment of debt     —     1,699     39,566  
    Deferred income tax provision     3,535     5,974     1,235  
    Provision for doubtful accounts     1,180     307     975  
    (Gain) on asset sales     (1,476 )   (4,162 )   (2,181 )
    Changes in assets and liabilities, adjusted for the effects of business acquisitions:                    
      Accounts receivable     (1,360 )   (19,235 )   (14,836 )
      Inventories     (361 )   (6,321 )   (11,237 )
      Other current assets     1,233     (1,255 )   (1,078 )
      Accounts payable and other accrued liabilities     3,646     40,439     27,073  
    Other, net     (2,032 )   2,141     (1,640 )
   
 
 
 
    Net cash provided by operating activities     77,324     97,146     80,982  
   
 
 
 

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
  Business acquisitions     (10,190 )   (126,117 )   (1,180 )
  Proceeds from asset sales     3,900     13,816     2,785  
  Capital expenditures     (44,196 )   (122,919 )   (85,403 )
   
 
 
 
    Net cash used in investing activities     (50,486 )   (235,220 )   (83,798 )
   
 
 
 

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
  Increase (decrease) in checks drawn in excess of bank balances     (2,598 )   2,934     7,190  
  Revolving loan borrowings (repayments), net     (8,800 )   11,400     (25,000 )
  Long-term debt repayments     (14,688 )   (310,401 )   (650,110 )
  Long-term debt borrowings     —     475,000     680,000  
  Debt issuance costs     —     (9,857 )   (5,039 )
  Debt extinguishment and refinancing costs paid     —     —     (2,603 )
  Common stock sold (repurchased)     —     (158 )   38  
   
 
 
 
    Net cash provided by (used in) financing activities     (26,086 )   168,918     4,476  
   
 
 
 
    Effect of exchange rate changes on cash     206     (3 )   41  
   
 
 
 
    Net increase in cash     958     30,841     1,701  
Cash and cash equivalents at the beginning of the year     14,047     15,005     45,846  
   
 
 
 
Cash and cash equivalents at the end of the year   $ 15,005   $ 45,846   $ 47,547  
   
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-34


TravelCenters of America, Inc.

Consolidated Statement of Nonredeemable Stockholders' Equity

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Common stock:                    
  Balance at beginning and end of year   $ 3   $ 3   $ 3  
   
 
 
 

Additional paid-in capital:
 
 
 
 
 
 
 
 
 
 
  Balance at beginning of year   $ 217,290   $ 216,112   $ 215,743  
  Accretion of redeemable equity     (1,178 )   (369 )   —  
  Stock options     —     —     8,670  
   
 
 
 
  Balance at end of year   $ 216,112   $ 215,743   $ 224,413  
   
 
 
 

Accumulated other comprehensive income:
 
 
 
 
 
 
 
 
 
 
  Balance at beginning of year   $ —   $ 804   $ 1,122  
  Change in fair value of interest rate swap agreement, net of tax     —     —     674  
  Foreign currency translation adjustments, net of tax     804     318     270  
   
 
 
 
  Balance at end of year   $ 804   $ 1,122   $ 2,066  
   
 
 
 

Accumulated deficit:
 
 
 
 
 
 
 
 
 
 
  Balance at beginning of year   $ (202,768 ) $ (193,877 ) $ (179,015 )
  Net income (loss)     8,891     14,862     (2,095 )
   
 
 
 
  Balance at end of year   $ (193,877 ) $ (179,015 ) $ (181,110 )
   
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

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TravelCenters of America, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, 2003, 2004 and 2005

1.    Business Description and Summary of Operating Structure

        TravelCenters of America, Inc. ("we" or "the Company") is a holding company which, through our wholly owned subsidiaries, owns, operates and franchises travel centers along the North American highway system to serve long-haul trucking fleets and their drivers, independent truck drivers and general motorists. At December 31, 2005, our geographically diverse nationwide network of full-service travel centers consisted of 160 sites located in 40 states and the province of Ontario, Canada. Our operations are conducted through three distinct types of travel centers:

    •
    those operated by us, which we refer to as company operated sites;

    •
    those owned by us and leased to independent lessee franchisees, which we refer to as leased sites; and

    •
    those owned and operated by independent franchisees, which we refer to as franchisee owned sites.

        At December 31, 2005, our network consisted of 139 company operated sites, ten leased sites and 11 franchisee owned sites. During 2005, we converted two leased travel centers to company operated sites, sold one company operated sites and added one franchisee owned sites to our network. We operate as one reportable segment. We aggregate our travel centers into one reportable segment because they have similar economic and operating characteristics. With only one of our 162 travel centers located in Canada, the amounts of revenues and long-lived assets located in Canada are not material.

        Our travel centers are located at key points along the U.S. interstate highway system and in Canada, typically on 20- to 25-acre sites. Operating under the "TravelCenters of America" and "TA" brand names, our nationwide network provides our customers with diesel fuel and gasoline as well as non-fuel products and services such as truck repair and maintenance services, full-service restaurants, quick service restaurants, travel and convenience stores and other driver amenities. We also collect rents and franchise royalties from the franchisees who operate the leased sites and franchisee owned sites and, as a franchisor, assist our franchisees in providing service to long haul trucking fleets and their drivers, independent truck drivers and general motorists.

        The consolidated financial statements include the accounts of TravelCenters of America, Inc. and its wholly owned subsidiaries, TA Operating Corporation and TA Franchise Systems Inc., as well as TA Licensing, Inc., TA Travel, L.L.C., 3073000 Nova Scotia Company, TravelCentres Canada Inc., and TravelCentres Canada Limited Partnership, which are all direct or indirect wholly owned subsidiaries of TA Operating Corporation. Intercompany accounts and transactions have been eliminated.

2.    Summary of Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Revenue Recognition

        Sales revenues and related costs are recognized at the time of delivery of motor fuel to customers at either the terminal or the customer's facility for wholesale fuel sales and at the time of final sale to consumers at our company operated travel centers for retail fuel and non-fuel sales. The estimated cost to us of the redemption by customers of our loyalty program points is recorded as a discount against gross sales in determining the net sales amount presented in our consolidated statement of operations and comprehensive income (loss).

        For those travel centers that we own but lease to a franchisee, rent revenue is recognized based on the rent payment due for each period. These leases specify rent increases each year based on inflation rates for the respective periods or capital improvements we make at the travel center. As the rent increases related to these factors are contingent upon future events, the related rent revenue is not recognized until it becomes accruable.

        Franchise royalty revenues are collected and recognized monthly and are determined as a percentage of the franchisees' revenues. Initial franchise fee revenues are recognized at the point when the franchisee opens for business under our brand name, which is when we have fulfilled all of our initial obligations under the related agreements. Initial franchise fees were $100,000 in each of the years ended December 31, 2004 and 2005 and there were no initial franchise fees recognized during the year ended December 31, 2003.

Earnings Per Share

        Basic earnings per common share is calculated by dividing net income (and income from continuing operations, cumulative effect of a change in accounting, extraordinary items and/or discontinued operations, if applicable) by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and warrants, using the treasury stock method. See Note 6 for further discussion.

Cash and Cash Equivalents

        For purposes of the statement of cash flows, we consider all highly liquid investments with an initial maturity of three months or less to be cash.

Accounts Receivable and Allowance for Doubtful Accounts

        Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We determine the allowance based on customer risk assessment and historical write-off experience. We review our allowance for doubtful accounts monthly. Past due balances over specific mounts and in excess of specified amounts are reviewed individually for collectibility. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers.

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Inventories

        Inventories are stated at the lower of cost or market value, cost being determined principally on the weighted average cost method.

Property and Equipment

        Property and equipment are stated at cost. Depreciation is computed on a straight-line basis over the following estimated useful lives of the assets:

Buildings and site improvements   15-20 years
Pumps and underground storage tanks   5-20 years
Machinery and equipment   3-15 years
Furniture and fixtures   5-10 years

        Repair and maintenance costs are charged to expense as incurred, while major renewals and betterments are capitalized. Included in the amounts capitalized is an allocation of certain internal payroll and other overhead costs associated with the direct oversight of the capital investment and development program and the projects included therein. These costs are amortized over twelve years, the estimated composite life of our property and equipment. The cost and related accumulated depreciation of property and equipment sold, replaced or otherwise disposed of are removed from the accounts. Any resulting gains or losses are recognized in operations. See Note 9.

Intangible Assets

        Acquired intangible assets, other than goodwill, are initially recognized based on their fair value. Those intangible assets acquired in a business combination are initially recognized in accordance with Statement of Financial Accounting Standards (FAS) No. 141, "Business Combinations." FAS 141 requires an allocation of purchase price to all assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity (but excluding goodwill), based on the relative fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net assets is recorded as goodwill. Costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives or that are inherent in a continuing business and related to the entity as a whole are expensed as incurred. Intangible assets with finite lives are amortized on a straight-line basis over their estimated lives, principally the terms of the related contractual agreements giving rise to them. Goodwill and intangible assets with indefinite lives are not amortized but are reviewed on January 1 of each year (or more frequently if impairment indicators arise) for impairment (see Note 10).

Internal-Use Software Costs

        During the application development stage of an internal-use computer software project, we capitalize (i) the external direct costs of materials and services consumed in developing or obtaining the internal-use computer software, (ii) to the extent of time spent directly on the project, payroll costs of employees directly associated with and who devote time to the project, and (iii) related interest costs

F-38


incurred. Internal and external costs incurred in the preliminary project stage and post-implementation stage, such as for exploring alternative technologies, vendor selection and maintenance, are expensed as incurred, as are all training costs. The costs of significant upgrades and enhancements that result in additional functionality are accounted for in the same manner as similar costs for new software projects. The costs of all other upgrades and enhancements are expensed as incurred.

Impairment of Long Lived Assets

        Impairment charges are recognized when the carrying value of a long lived asset group to be held and used in the business is not recoverable and exceeds its fair value, and when the carrying value of a long-lived asset to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Such impairment charges are recognized in the period during which the circumstances surrounding an asset to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset is made. Such tests are performed at the individual travel center level. In addition, intangible assets are subjected to further evaluation and impairment charges are recognized when events and circumstances indicate the carrying value of the intangible asset exceeds the fair market value of the asset. Impairment charges, when required, are included in depreciation and amortization expense in our consolidated statement of operations and comprehensive income (loss). We recognized impairment charges of $855,000, $0 and $195,000 during the years ended December 31, 2003, 2004 and 2005, respectively.

Deferred Financing Costs

        Deferred financing costs were incurred in conjunction with issuing long term debt and are amortized into interest expense over the lives of the related debt instruments using the effective interest method (see Note 13).

Classification of Costs and Expenses

        Cost of goods sold (excluding depreciation) represents the costs of fuels and other products sold, including freight. Operating expenses principally represent costs incurred in operating our travel centers, consisting primarily of labor, maintenance, supplies, utilities and occupancy costs.

Operating Lease Expense

        Rental on most operating leases is charged to expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term. The effects of those scheduled rent increases, which are included in minimum lease payments, are recognized in rent expense over the lease term on a straight-line basis.

Stock-Based Employee Compensation

        We accounted for our stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Options were granted to certain members of our management in 2001. There have been no grants of options since that time. Stock compensation expense is included in selling,

F-39


general and administrative expenses in our consolidated statement of operations and comprehensive income (loss). For granted options that vest over time, no compensation expense is recognized, as all of those options had an exercise price equal to or greater than the market value of the underlying common stock at the date of grant. For granted options that vest based on attaining certain measures of performance, compensation expense is recognized when it becomes probable that the performance triggers for such options will be achieved. The following table illustrates the effect on net income if we had applied the fair value recognition provisions of FAS No. 123 to stock-based employee compensation.

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Net income (loss), as reported   $ 8,891   $ 14,862   $ (2,095 )
Add back: Stock-based employee compensation expense, net of related tax effects, included in net income as reported     —     41     5,237  
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects     (698 )   (715 )   (2,008 )
   
 
 
 
Pro forma net income   $ 8,193   $ 14,188   $ 1,134  
   
 
 
 

        The fair value of the options subject to APB 25 accounting, all of which were granted in 2001, that was used to calculate the pro forma compensation expense amounts was estimated to be $13.43 per option at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: a risk-free interest rate of 5.5%, a dividend yield of 0.0%, a volatility factor of 0.0001%, and an expected life of the options of ten years.

Environmental Remediation

        We provide for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs is reasonably determinable. Remediation expenses are included within operating expenses in our consolidated statement of operations and comprehensive income (loss). Generally, the timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. If recoveries of remediation costs from third parties are probable, a receivable is recorded. Accruals are not recorded for the costs of remediation activities undertaken on our behalf by certain subsidiaries of The British Petroleum Company p.l.c. ("BP"), at BP's sole expense (see Note 20) for existing matters at the time we acquired certain travel centers from BP. In our consolidated balance sheet, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent year reported as a current liability within the other accrued liabilities balance.

Defined Contribution Plan

        We sponsor a 401(k) defined contribution plan to provide eligible employees with additional income upon retirement. Our contributions to the plans are based on employee contributions and compensation and are recognized in operating expenses in the period incurred.

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Asset Retirement Obligations

        As of January 1, 2003, we began recognizing the future costs to remove our underground storage tanks, and to remove leasehold improvements as required at expiration of the respective leases, over the estimated useful lives of each tank, or leasehold improvement, in accordance with the provisions of FAS 143, "Accounting for Asset Retirement Obligations." A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time an underground storage tank or leasehold improvement is installed. We amortize the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the respective underground storage tank or leasehold improvement. The estimated liability is based on historical experiences in removing these assets, estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory and/or contractual requirements. The liability is a discounted liability using a credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in removal costs, asset useful lives or if new regulations regarding the removal of such tanks are enacted and/or amendments to the lease contracts are negotiated. See Note 3.

Income Taxes

        Deferred income tax assets and liabilities are established to reflect the future tax consequences of differences between the tax bases and financial statement bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance.

Concentration of Credit Risk

        We grant credit to our customers and may require letters of credit or other collateral. Allowances for doubtful accounts and notes receivable are maintained based on historical payment patterns, aging of accounts receivable, periodic review of our customers' financial condition, and actual write-off history.

Derivative Instruments

        We recognize derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. We designate our derivatives based upon criteria established by FAS 133, "Accounting for Derivative Instruments and Hedging Activities." For a derivative designated as a fair value hedge, the change in fair value is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged. For a derivative designated as a cash flow hedge, the effective portion of the derivative's gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. We use derivatives to manage risk arising from changes in interest rates. Our objectives for holding derivatives are to decrease the volatility of earnings and cash flows associated with changes in interest rates. See Note 21.

F-41


Fair Value of Financial Instruments

        The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which estimation is practicable: the fair values of financial instruments classified as current assets or liabilities approximate the carrying values due to the short-term maturity of the instruments; until its redemption during 2005, the fair value of our fixed-rate indebtedness that was publicly traded was estimated based on the quoted price for those notes. The fair value of our fixed-rate indebtedness that was not publicly traded was estimated based on the current borrowing rates available to us for financings with similar terms and maturities (see Note 13); and the fair values of our interest rate protection agreements are based on bank-quoted market prices.

Reclassifications

        Certain insignificant reclassifications of 2004 data have been made to conform to the current year presentation.

3.    Change in Accounting Principle

        As of January 1, 2003, we began recognizing the future costs to remove our underground storage tanks over the estimated useful lives of each tank in accordance with the provisions of Statement of Financial Accounting Standards (FAS) No. 143, "Accounting for Asset Retirement Obligations." A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time an underground storage tank is installed. We amortize the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the respective underground storage tank. The estimated liability is based on historical experiences in removing these tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and regulatory requirements. The liability is a discounted liability using a credit-adjusted risk-free rate of approximately 12.8%. Revisions to the liability could occur due to changes in tank removal costs, tank useful lives or if new regulations regarding the removal of such tanks are enacted.

        Upon adoption of FAS 143, we recorded a discounted liability of $589,000, increased property and equipment by $172,000 and recognized a one-time cumulative effect charge of $253,000 (net of a deferred tax benefit of $164,000).

F-42


        A reconciliation of our asset retirement obligation liability, which is included within other noncurrent liabilities in our consolidated balance sheet, for the years ended December 31, 2003, 2004 and 2005 was as follows:

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Balance at January 1,   $ 589   $ 663   $ 760  
  Liabilities incurred     10     33     —  
  Liabilities settled     (13 )   (19 )   (10 )
  Accretion expense     77     83     95  
  Revisions to estimates     —     —     —  
   
 
 
 
Balance at December 31,   $ 663   $ 760   $ 845  
   
 
 
 

4.    Recently Issued Accounting Pronouncements

        FAS 123R.     In December 2004, the Financial Accounting Standards Board (FASB) issued a revision of FAS 123, "Share-Based Payment" (FAS 123R). FAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements, based on the fair value of the equity or liability instruments issued. The scope of FAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As originally issued in 1995, FAS 123 established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance of APB 25 as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. At that time, we determined to continue to apply the guidance of APB 25 and make the required disclosures in our financial statement footnotes. Accordingly, we will be required to change our method of accounting for stock compensation costs. We will be required to adopt FAS 123R as of January 1, 2006. We will follow the prospective method of adoption and do not expect there to be an effect on our balance sheet or results of operation as a result of the adoption of FAS 123R. FAS 123R applies to our awards granted after January 1, 2006 and to awards modified, repurchased, or cancelled after that date. As is more fully described in Note 15, certain of our stock option awards were amended in April 2006 and, accordingly, we will be required to account for those option awards under the FAS 123R model.

        FIN 48.     In June 2006 the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under this guidance, a benefit can be recognized with respect to a tax position only if it is more likely than not that the position will be sustained upon examination. In such cases, the tax position is to be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We are in the process of evaluating what, if any, effect adoption of FIN 48 will have on our financial

F-43


statements, but do not expect that the effect will be material to our financial position, results of operations or cash flows when we adopt it effective January 1, 2007.

        FAS 157.     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157). FAS 157 is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements, but does not require any new fair value measurements. We are in the process of evaluating what, if any, effect adoption of FAS 157 will have on our financial statements when we adopt it effective January 1, 2008.

5.    Acquisition

        On December 1, 2004, we acquired from Rip Griffin Truck Service Center, Inc. the assets related to eleven travel centers located in seven states, primarily in the southwestern region of the United States. The acquisition was completed to strengthen our presence in the southwestern United States and included the land, buildings, equipment, inventories and certain prepaid assets at the eleven travel centers. The results from these eleven travel centers were included in our consolidated financial statements from December 1, 2004. The aggregate purchase price was $129,142,000, all of which was paid in cash or assumed liabilities. The acquisition was funded with borrowings under our 2004 Credit Agreement as part of the 2004 Refinancing (see Note 13). We expect that all of the goodwill resulting from this acquisition will be tax deductible. The following table summarizes the amounts assigned to the assets acquired and the liabilities assumed at the date of acquisition.

 
  (In Thousands of Dollars)

Current assets   $ 5,799
Property and equipment     99,360
Goodwill     22,993
Intangible assets     500
Other noncurrent assets     490
   
  Total assets acquired     129,142
Current liabilities     995
Noncurrent liabilities     1,515
   
Net assets acquired   $ 126,632
   

        The following unaudited pro forma information presents our results of operations as if the acquisition of the Rip Griffin travel centers had taken place on January 1, 2003.

F-44

 
  Year Ended December 31,
 
  2003
  2004
 
  (In Thousands of Dollars)

Total revenue   $ 2,361,314   $ 2,879,984
Gross profit   $ 550,098   $ 577,851
Income before extraordinary item and accounting change   $ 11,713   $ 18,086
Net income   $ 11,460   $ 18,086

        These pro forma results of operations have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on January 1, 2003, or that may result in the future.

        During the years ended December 31, 2003, 2004 and 2005, we paid aggregate amounts of $10,190,000, $636,000 and $1,180,000, respectively, to convert six, two and two, respectively, leased sites to company operated sites.

6.    Earnings Per Share

        The following represents a reconciliation from basic earnings per common share to diluted earnings per common share. The assumed exercise of stock options and warrants would have had an anti-dilutive effect on earnings per share for 2005.

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands, except per share data)

 
Determination of shares:                    
  Weighted average common shares oustanding     6,939     6,937     6,937  
  Incremental shares attributable to the assumed exercise of dilutive stock options     22     62     —  
  Incremental shares attributable to the assumed exercise of warrants     277     277     —  
   
 
 
 
Diluted weighted average common shares outstanding     7,238     7,276     6,937  
   
 
 
 

Basic earnings per common share
 
$
1.28
 
$
2.14
 
$
(0.30
)
Diluted earnings per common share   $ 1.23   $ 2.04   $ (0.30 )

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7.    Comprehensive Income

        Income tax provision related to other comprehensive income consisted of the following:

 
  Year Ended December 31,
 
  2003
  2004
  2005
 
  (In Thousands of Dollars)

Related to gain on derivative instruments   $ —   $ —   $ 347
Related to foreign currency translation adjustments     320     83     89
   
 
 
  Total   $ 320   $ 83   $ 436
   
 
 

8.    Inventories

        Inventories consisted of the following:

 
  December 31,
 
  2004
  2005
 
  (In Thousands of Dollars)

Non-fuel merchandise   $ 65,663   $ 72,341
Petroleum products     10,244     15,361
   
 
  Total inventories   $ 75,907   $ 87,702
   
 

9.    Property and Equipment

        Property and equipment consisted of the following:

 
  December 31,
 
  2004
  2005
 
  (In Thousands of Dollars)

Land   $ 82,382   $ 83,596
Buildings and improvements     575,944     606,482
Machinery, equipment and furniture     310,454     330,513
Construction in progress     20,685     50,804
   
 
  Total cost     989,465     1,071,395
Less: accumulated depreciation     385,106     442,142
   
 
  Property and equipment, net   $ 604,359   $ 629,253
   
 

Total depreciation expense for the years ended December 31, 2003, 2004, and 2005 was $58,834,000, $58,561,000 and $64,655,000, respectively. We have capitalized certain internal costs associated with our capital investment and development program. For the years ended December 31, 2003, 2004 and 2005 the amounts capitalized were $3,029,000, $2,531,000 and $3,110,000, respectively. The unamortized balance of such costs as of December 31, 2005 was $16,787,000.

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10.    Goodwill and Intangible Assets

        Goodwill.     Goodwill results from our business acquisitions and represents the excess of amounts paid to the sellers over the fair values of the tangible assets acquired. For the years ended December 31, 2003, 2004 and 2005, we recorded goodwill of $1,999,000, $23,314,000 and $783,000, respectively, in connection with converting leased sites to company operated sites and, in 2004, the Rip Griffin acquisition (see Note 5). The changes in the carrying amount of goodwill for the years ended December 31, 2003, 2004 and 2005 were as follows:

 
  Year Ended December 31,
 
  2003
  2004
  2005
 
  (In Thousands of Dollars)

Balance as of beginning of period   $ 23,585   $ 25,584   $ 48,898
Goodwill recorded during the period     1,999     23,314     783
   
 
 
Balance as of end of period   $ 25,584   $ 48,898   $ 49,681
   
 
 

        Intangible Assets.     Leasehold interest represents the value, obtained through acquisition, of favorable lease provisions at one location, the lease for which extended 11 1 / 2 years from the date of the acquisition. The leasehold interest was being amortized over the 11 1 / 2 year period, which ended during 2005. Trademarks relate primarily to our purchase of the trademarks, service marks, trade names and commercial symbols used in our business. The trademarks have indefinite lives and, therefore, are not amortized. Other intangible assets primarily includes noncompetition agreements that are amortized over their contractual lives.

        The net carrying amount of intangible assets is included within other noncurrent assets in our consolidated balance sheet. Intangible assets, net, consisted of the following:

 
  December 31,
 
  2004
  2005
 
  (In Thousands of Dollars)

Amortizable intangible assets:            
  Leasehold interest   $ 1,724   $ 1,724
  Other     1,396     1,396
   
 
    Total amortizable intangible assets     3,120     3,120
Less—accumulated amortization     2,421     2,551
   
 
    Net carrying value of amortizable intangible assets     699     569

Carrying value of trademarks
 
 
1,398
 
 
1,398
   
 
    Intangible assets, net   $ 2,097   $ 1,967
   
 

        Total amortization expense for our amortizable intangible assets for the years ended December 31, 2003, 2004 and 2005 was $686,000, $189,000 and $130,000, respectively. The estimated aggregate amortization expense for our amortizable intangible assets for each of the five succeeding fiscal years is $60,000 for each year.

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11.    Other accrued liabilities

        Other accrued liabilities consisted of the following:

 
  December 31,
 
  2004
  2005
 
  (In Thousands of Dollars)

Taxes payable, other than income taxes   $ 19,375   $ 26,082
Accrued wages and benefits     17,323     17,778
Interest payable     5,962     1,904
Other accrued liabilities     19,140     23,718
   
 
Total other accrued liabilities   $ 61,800   $ 69,482
   
 

12.    Revolving Loan

        We have available to us a revolving credit facility of $150,000,000. The revolving credit facility includes a $115,000,000 sublimit for letters of credit. The interest rate for each borrowing under this revolving credit facility is based, at our election, on either a prime rate-based alternate base rate (ABR) or an adjusted London Interbank Offered Rate (LIBOR). Added to either the ABR or LIBOR rates are the following interest rate spreads that decline as our Leverage Ratio (as defined in the 2005 Credit Agreement) declines:

Leverage Ratio
  ABR
Spread
  LIBOR
Spread
 
Equal to or greater than 4.0 to 1.0   1.25 % 2.25 %
Less than 4.0 to 1.0 but equal to or greater than 3.5 to 1.0   1.00 % 2.00 %
Less than 3.5 to 1.0   0.75 % 1.75 %

        Commitment fees are calculated as 0.5% of the daily average unused amount of the revolving loan commitment. Interest payments are due at each quarter end for interest related to alternate base rate borrowings and at the end of each loan period, but not less frequently than quarterly, for LIBOR borrowings. At December 31, 2004, there were outstanding borrowings under our revolving credit facilities of $25,000,000 and there were no outstanding borrowings under our revolving credit facility at December 31, 2005. There were $30,428,000 of available borrowings reserved for letters of credit at December 31, 2005. The revolving loan facility matures in October 2008. See Note 13 for additional information regarding this facility and all of our indebtedness.

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13.    Long Term Debt

        Long-term debt (net of unamortized discount) consisted of the following:

 
   
  December 31,
 
  Maturity
  2004
  2005
 
   
  (In Thousands of Dollars)

2005 Term Loan   2011   $ —   $ 680,000
2004 Term Loan   —     475,000     —
Revolving Credit Facility   2008     25,000     —
Senior Subordinated Notes due 2009   —     190,000     —
Note payable   2018     3,915     3,717
       
 
Total         693,915     683,717
Less: amounts due within one year         198     7,009
Less: unamortized discount         10,825     1,070
       
 
  Long-term debt (net of unamortized discount)       $ 682,892   $ 675,638
       
 

        2004 Term Loan.     On December 1, 2004, we completed a refinancing, which we refer to as the "2004 Refinancing." In the 2004 Refinancing, we borrowed $500,000,000 under an Amended and Restated Credit Agreement that we refer to as the 2004 Credit Agreement. The 2004 Credit Agreement included a fully-drawn $475,000,000 term loan facility and a $125,000,000 revolving credit facility under which $25,000,000 was drawn at closing. The then outstanding balance of the 2004 Term Loan was repaid in June 2005.

        2005 Term Loan.     On June 30, 2005, we completed a refinancing, which we refer to as the "2005 Refinancing." In the 2005 Refinancing, we borrowed $680,000,000 under our Amended and Restated Credit Agreement dated June 30, 2005, which we refer to as the "2005 Credit Agreement" and which consisted of a fully drawn $680,000,000 term loan facility and an undrawn $150,000,000 revolving credit facility (see Note 12). Term loan principal payments of $1,700,000 are due at each quarter end, beginning March 31, 2006, through September 30, 2011, with the remaining balance due at maturity. The term loan facility matures on December 1, 2011 and the revolving credit facility matures on October 1, 2008. Interest accrues at variable rates based, at our election, on adjusted LIBOR plus 1.75% or a prime rate-based alternate base rate (ABR) plus 0.75%. We have the option to select which rate will be applied at the beginning of each loan period, the term of which, for LIBOR borrowings, varies, at our election, from one to six months and, for alternate base rate borrowings, extends until we elect to convert to LIBOR borrowings. At December 31, 2005, the term loan was comprised of borrowings at an average rate of 6.28% for interest periods that end in March 2006 and June 2006. Interest payments are due at each quarter end for interest related to ABR borrowings and at the end of each loan period, but not less frequently than quarterly, for LIBOR borrowings.

        Senior Subordinated Notes due 2009.     On November 14, 2000, in connection with the 2000 Refinancing, we issued Senior Subordinated Notes with an aggregate face amount of $190,000,000 and a stated interest rate of 12.75%. These notes were redeemed as part of the 2005 Refinancing. These notes were issued at a discount of 3.704% and each $1,000 note was accompanied by detachable warrants (see Note 16). The warrants had an aggregate fair value at issuance of $8,360,000. Based on

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the relative fair values of the notes and the warrants at the time of issuance, $8,050,000 was recognized as unamortized debt discount in our balance sheet, as was the original issue discount of the notes. The debt discount was being amortized into interest expense using the effective interest method over the life of the notes. Interest payments on these notes were due semiannually on May 1 and November 1. As part of the 2005 Refinancing, we received valid tenders and consents from holders of $187,000,000 aggregate principal amount of the outstanding Notes. We redeemed the remaining $3,000,000 aggregate principal amount of outstanding Notes on November 1, 2005, at which time they were callable by us at 106.375% of their face value.

        Note Payable.     On September 1, 1998, in connection with the purchase of the operating assets of a leased travel center, we issued a note payable to the former operator of the travel center for $4,919,000. The note bears interest at 5% and requires quarterly payments of principal and interest of $98,000 through October 1, 2018. The note was recorded net of a discount of $1,875,000. This note is collateralized by a mortgage interest in the related travel center.

        Debt Extinguishments Expense and Debt Issuance Costs.     As part of the 2004 Refinancing, we amended and restated our 2000 Credit Agreement, and the borrowings thereunder. In 2004 we recognized a charge to debt extinguishment and refinancing expense of $1,699,000 and we capitalized as deferred financing costs $8,720,000 of costs associated with the additional borrowings under the 2004 Credit Agreement. As part of the 2005 Refinancing, we recognized a charge to debt extinguishment and refinancing expense of $39,566,000 and we capitalized as deferred financing costs $5,039,000 of costs associated with the additional borrowings under the 2005 Credit Agreement.

        Pledged Assets.     The borrowings under the 2005 Credit Agreement are collateralized by mortgages on substantially all of our property and equipment, liens on all of our accounts receivable and inventories and security agreements related to our cash balances and significant operating contracts.

        Change of Control.     In the event of a change in control (as defined in the relevant instruments) of the company, the total amount outstanding under the debt agreements described above may be declared immediately due and payable. See Note 24 regarding a subsequent event related to a planned change of control.

        Mandatory Prepayments.     The 2005 Credit Agreement obligates us to make annual mandatory prepayments of term loan indebtedness equal to one-half of the Excess Cash Flow (as defined in the agreement) amount generated in the previous year. No such payments were required for the years ended December 31, 2004 and 2005.

        Debt Covenants.     Under the terms of the 2005 Credit Agreement, we are required to maintain certain affirmative and negative covenants, that, among other things, limit the amount of indebtedness we can incur, limit the amount of lease payments we can make, limit the amount of dividend payments and debt prepayments we can make, limit the amount of capital expenditures we can make and require us to maintain a minimum interest coverage ratio and a maximum leverage ratio. We were in compliance with the covenants throughout 2005 and at December 31, 2005.

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        Under the terms of the indenture for the Senior Subordinated Notes due 2009, until June 30, 2005, we were required to maintain certain affirmative and negative covenants that, among other things, limited our ability to incur indebtedness, pay dividends, redeem stock or sell assets or subsidiaries. We believe we were in compliance with the covenants throughout the first half of 2005, until the covenants were eliminated on June 30, 2005.

        Future Payments.     Scheduled payments of long-term debt in the next five years are $7,009,000 in 2006; $7,019,000 in 2007; $7,030,000 in 2008; $7,042,000 in 2009; and $7,054,000 in 2010.

        Fair Value.     The fair value of long-term debt at December 31, 2004 and 2005 was $723,130,000 and $683,717,000, respectively.

14.    Leasing Transactions

        As a lessee.     We have entered into lease agreements covering certain of our travel center locations, warehouse and office space, computer and office equipment and vehicles. Most long-term leases include renewal options and, in certain cases, they include escalation clauses and purchase options. Future minimum lease payments required under operating leases that had remaining noncancelable lease terms in excess of one year, as of December 31, 2005, were as follows:

Year Ending December 31,
  Minimum Lease
Payments
 
  (In Thousands of Dollars)

2006   $ 13,504
2007     12,017
2008     11,405
2009     9,389
2010     9,137
Thereafter     72,901
   
    $ 128,353
   

        Rent expense under our operating leases is included in both operating expenses and selling, general and administrative expenses in our consolidated statement of operations and comprehensive income (loss) and consisted of the following:

 
  Year Ended December 31,
 
  2003
  2004
  2005
 
  (In Thousands of Dollars)

Minimum rent   $ 24,061   $ 23,780   $ 15,978
Contingent rent     (2,690 )   (2,294 )   101
   
 
 
  Total rent expense   $ 21,371   $ 21,486   $ 16,079
   
 
 

        Contingent rent represents the increases or decreases in lease payments that result from changes after the inception of the lease in the factors on which the lease payments are based. For us, contingent rent relates to those leases that provide for increases in rent payments based on changes in the

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consumer price index, increases in rent payments based on the level of sales and/or operating results of the leased travel center, and changes in rent payments based on changes in interest rates, specifically LIBOR.

        As a lessor.     Twelve of the travel centers we owned were leased to franchisees under operating lease agreements during all or a portion of the year ended December 31, 2005. During 2005, two of these leases were mutually terminated, and, as a result, these travel centers were converted to company operated sites. At December 31, 2005, we had such lease arrangements in place at ten of our travel centers. Our lease agreements provide for initial terms of ten years with two renewal terms of five years each. These leases include rent escalations that are contingent on future events, namely inflation or capital improvements. Rent revenue from such operating lease arrangements totaled $7,564,000, $5,655,000 and $4,907,000 for the years ended December 31, 2003, 2004 and 2005, respectively. At December 31, 2005, the cost and accumulated depreciation of the assets covered by these lease agreements was $28,901,000 and $15,996,000, respectively. Future minimum lease payments receivable under these operating leases as of December 31, 2005 were as follows:

Year Ending December 31,
  Minimum Lease
Payments
 
  (In Thousands of Dollars)

2006   $ 3,979
2007     3,979
2008     3,979
2009     3,979
2010     3,979
Thereafter     6,329
   
    $ 26,224
   

15.    Redeemable Equity

        At each of December 31, 2004 and 2005, there were 177,871 and 180,305 shares, respectively, of our common stock owned by certain of our management employees. We refer to these shares of common stock as management shares. For the purchase of management shares, each of the management employees who entered into the management subscription agreement received financing from us for no more than one-half of the purchase price of the management shares. In connection with this financing each management employee executed a note in our favor and a pledge agreement. At December 31, 2004 and 2005, the aggregate principal amount of such notes due us from the management employees was $983,000 and $1,022,000, respectively, and is reflected as a reduction to the redeemable common stock balance.

        Under the terms of the management subscription agreements and other agreements governing the management shares, the management employees have rights to require us to repurchase the management shares at fair market value upon the employee's termination of employment due to death, disability or scheduled retirement. Repurchase will generally be for cash at the fair market value on the date of termination if termination is due to death or disability or scheduled retirement at or after age 62, or for cash in installments over a period of years at fair market value each year if termination is

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due to scheduled retirement prior to age 62. Prior to an initial public offering of our common stock, the fair market value is determined by a formula set forth in the agreement that can be modified by the Board of Directors. The formula to calculate the fair market value is (A) the product of (1) a multiplier and (2) EBITDA (as defined in our bank debt agreement) for the most recent four consecutive full fiscal quarters, plus (B) consolidated cash and cash equivalents in excess of $10,000,000, minus (C) consolidated indebtedness, divided by (D) the total number of shares of common stock outstanding on a fully diluted basis assuming full conversion and exercise of all common stock equivalents and similar stock rights.

        If there is a change of control of us which involves the sale by stockholders of their equity interest to a third party during the time that installments are being paid to the management employees, we will accelerate the installment payments at the time of the close of the change of control. In other cases of termination, we will have call rights at fair market value that generally will be exercised for cash, although in limited circumstances the call rights may be exercised by promissory note. In all cases, repurchase rights are restricted under law, credit agreements, financing documents and other contracts, and our board's good faith determination that repurchases would not cause undue financial strain on us. The 2005 Credit Agreement limits our ability to repurchase the management shares. The amount paid upon repurchase of any management shares will be reduced by the principal balance of and unpaid accrued interest on the related notes receivable. At the point in time that redemption of shares of redeemable common stock becomes probable, the fair value of the shares will be accreted to their estimated redemption value by a charge to nonredeemable stockholders' equity. Such a charge to nonredeemable stockholders' equity will occur only if our value, and therefore the fair value of our common stock, has increased. Our policy is to consider redemption of an individual stockholder's shares probable at the time that the stockholder provides notice of his or her intention to retire, dies or is declared disabled.

16.    Nonredeemable Stockholders' Equity

        Common stock and other nonredeemable stockholders' equity consisted of the following:

 
  December 31,
 
  2004
  2005
 
  (In Thousands of Dollars)

Common Stock—20,000,000 shares authorized, $0.00001 par value, 6,934,569 and 6,937,003 shares issued and outstanding at December 31, 2004 and 2005, respectively   $ 3   $ 3
Accumulated other comprehensive income     1,122     2,066
Additional paid-in capital     215,743     224,413
   
 
  Total   $ 216,868   $ 226,482
   
 

        The numbers of outstanding shares of common stock in the table include the redeemable shares owned by certain of our management employees as discussed in Note 15.

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Merger and Recapitalization

        On May 31, 2000, we and shareholders owning a majority of our voting stock entered into a recapitalization agreement and plan of merger, as subsequently amended, with TCA Acquisition Corporation, a newly created corporation formed by Oak Hill Capital Partners, L.P. and its affiliates, under which TCA Acquisition Corporation agreed to merge with and into us. This merger was completed on November 14, 2000. Concurrent with the closing of the merger, we completed a series of transactions to effect a recapitalization that included the following.

    •
    TCA Acquisition Corporation issued 6,456,698 shares of common stock to Oak Hill and other institutional investors for proceeds of $205,000,000 and then merged with and into us. We incurred $3,015,000 of fees and expenses related to the issuance of these shares of common stock. These stock issuance costs were charged against additional paid-in capital.

    •
    We redeemed all shares of our common and preferred stock outstanding prior to the closing of the merger, with the exception of 473,064 shares of common stock with a market value at that time of $15,020,000 that were retained by continuing stockholders, and cancelled all outstanding common stock options and warrants, for cash payments totaling $263,153,000.

    •
    All shares of treasury stock were cancelled.

        After the transactions described above, Oak Hill owned 60.5% of our outstanding common stock, the Other Investors owned, in the aggregate, 32.7% of our outstanding common stock, Freightliner owned 4.3% of our outstanding common stock and certain members of our management owned 2.5% of our outstanding common stock. The total amount of our equity capitalization after these transactions, given the $31.75 per share merger consideration that was paid in our merger and recapitalization transactions, was $220,020,000. The transactions described above, which resulted in a change of control over us, have been accounted for as a leveraged recapitalization, as opposed to a purchase business combination, since the change of control was effected through issuance of new shares to our new control group in conjunction with a redemption of most of our then outstanding equity securities. We followed leveraged recapitalization accounting because of the significance of the ownership interest in us that was retained by continuing stockholders. In accounting for our leveraged recapitalization, we retained the historical cost bases of our assets and liabilities and consequently recorded charges totaling $178,965,000 to our equity accounts upon the redemption of equity securities. This accounting treatment contrasts with that followed in a purchase business combination, in which a company reflects the new basis in its assets and liabilities of its new control group by increasing or decreasing its historical balances based on the estimated fair values at that time and avoids the charge to equity that accompanies the redemption of equity securities.

Other Common Stock Issuances

        During the year ended December 31, 2005, we issued 2,434 shares of common stock to a member of management for cash and notes receivable (see Notes 15 and 19) aggregating $77,000.

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Preferred Stock

        The board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and dividend rates, conversion rights, terms of redemption, and liquidation preferences and the number of shares constituting each class or series. Our authorized capital stock includes 5,000,000 shares of preferred stock with a par value of $0.00001. No preferred stock has been issued.

Common Stock

        Voting Rights.     Each share of common stock entitles the holder to one vote on all matters submitted to a vote of our stockholders.

        Dividends.     Holders of common stock are entitled to receive dividends if, as and when declared by our board of directors out of funds legally available. Our debt agreements limit the amount of dividends we are able to pay.

        Liquidation Rights and Other Rights.     Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share pro rata in the distribution of all of our assets remaining after satisfaction of all of our liabilities and the payment of the liquidation preference of any outstanding preferred stock. The holders of our common stock do not have any conversion, redemption or preemptive rights.

        Repurchase Rights.     Certain members of our senior management have purchased shares of our common stock pursuant to individual management subscription agreements. We have the right to repurchase, and the employees have the right to require us to repurchase, subject to certain limitations, at fair market value, these shares of common stock upon termination of employment due to death, disability or a scheduled retirement. These shares are classified as redeemable equity in our consolidated balance sheet (see Note 15).

Registration Rights

        Under a stockholders' agreement to which all of our stockholders are party, certain of our stockholders have the right, under certain circumstances, to require us to register under the Securities Act of 1933 shares of our common stock held by them and allow them to include shares of common stock held by them in a registration under the Securities Act commenced by us.

Common Stock Warrants

        In connection with the issuance of our Senior Subordinated Notes due 2009 as part of our merger and recapitalization transactions, we issued warrants exercisable for shares of our common stock. The warrants were issued under a warrant agreement between us and State Street Bank and Trust Company (now US Bank), as warrant agent. We originally issued the warrants in connection with a private placement of 190,000 units, each unit consisting of one Senior Subordinated Note due 2009 and four warrants. Each warrant entitles its holder to purchase 0.36469 shares of our common stock at an exercise price of $0.001 per share, subject to anti-dilution adjustments under some circumstances. At the time of their issuance in November 2000, each warrant had a fair value of $11.579, or $31.75 per

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share for each share issuable upon the exercise of the warrants. We have no warrants outstanding other than the 760,000 warrants issued as part of the unit offering in 2000.

        Exercise of Warrants.     The warrants may be exercised at any time. However, holders of warrants will be able to exercise their warrants only if the exercise of the warrants is exempt from the requirements of the Securities Act and only if the shares of common stock are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdiction in which the holders reside. Unless earlier exercised, the warrants will expire on May 1, 2009.

        At our option, fractional shares of common stock may not be issued upon exercise of the warrants. If any fraction of a share of common stock would, except for the foregoing provision, be issuable upon the exercise of any warrants, we will pay an amount in cash equal to the current market value per share of common stock, as determined on the day immediately preceding the date the warrant is presented for exercise, multiplied by the fraction, computed to the nearest whole cent.

        The exercise price and the number of shares of common stock issuable upon exercise of a warrant are both subject to adjustment in certain cases.

        No Rights as Stockholders.     The holders of unexercised warrants are not entitled, as such, to receive dividends, to vote, to consent, to exercise any preemptive rights or to receive notice as our stockholders of any stockholders meeting for the election of our directors or any other purpose, or to exercise any other rights whatsoever as our stockholders.

Stock Option Plan

        During 2001, we granted to certain of our executives non-qualified options to purchase 944,881 of our common shares. The options have a term of 10 years but could be terminated earlier if certain customary events occur. Each option grant consisted of 41.67% time options and 58.33% performance options. In April 2006, we amended the option agreements, primarily affecting vesting of the performance options. Option holders have rights to require us to repurchase shares obtained by exercising vested options upon a termination of employment due to disability, death or, subject to a six month holding period, scheduled retirement, and, in certain limited cases, upon a change of control.

        Time options became exercisable with the passage of time, generally vesting 20% per year over a period of five years. As of December 31, 2005, all outstanding time options were fully vested and exercisable. The time options are subject to fixed plan accounting.

        Performance options become exercisable based on our stockholders achieving certain investment return targets. Class A and Class B performance options differ only in vesting. Class A performance options vested if the achieved internal rate of return was at least 22.5%. The Class B performance options vested on a pro-rata basis if the achieved rate of return exceeded 22.5%, up to 30.0%. A measurement date was generally defined in the original option agreements as the earliest of (1) November 14, 2005, (2) specified dates following an initial public offering of our shares, or (3) the date that at least 30% of our shares owned by a specified stockholder are distributed to its limited partners or sold. The April 2006 amendments replaced the November 14, 2005 date with December 31, 2005, which was the earliest of the various possible measurement dates enumerated in the option agreements and, therefore, was the measurement date for purposes of determining the vesting of the

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Class A performance options. The estimated value of our common shares as of December 31, 2005 was $86.83 per share, which resulted in a rate of return of 22.5% and, therefore, the Class A performance options were fully vested as of December 31, 2005. The April 2006 amendments also revised the measurement date for the Class B performance options such that one half of those options had a measurement date of April 6, 2006 and vested as of that date, and the other half of those options will vest on a pro-rata basis as of the date of any future change of control if the share price realized is between $102.73 and $117.83 per share. The performance options were subject to variable plan accounting and, accordingly, a non-cash charge to earnings was required when it became probable that the performance triggers for such options would be achieved. Until the fourth quarter of 2005, we did not believe it was probable the performance triggers would be achieved. For the year ended December 31, 2005, a charge to compensation expense of $8,670,000 was recognized with respect to the Class A performance options that vested effective December 31, 2005.

        We accounted for the stock options under the recognition and measurement principles of both APB 25 and FAS 123R. The time options and Class A performance options were accounted for under APB 25. There was no compensation expense related to the time options. Share based compensation expense was recognized with respect to the Class A performance options through the end of the related vesting period in December 2005. As the amendments to the Class B performance options were made after January 1, 2006, the date we adopted FAS 123R (see Note 2), the recognition of share based compensation expense related to those options is subject to the requirements of FAS 123R (see Note 4).

        Stock Option Status Summary.     The following table reflects the status and activity of options under our stock plans:

 
  Year Ended December 31,
 
  2003
  2004
  2005
Options outstanding, beginning of year   944,881   944,881   939,375
Granted   —   —   —
Exercised   —   —   —
Cancelled   —   (5,506 ) —
   
 
 
Options outstanding, end of year   944,881   939,375   939,375
   
 
 
Options exercisable, end of year   236,220   309,454   546,032
Options available for grant, end of year   —   —   —
Weighted-average remaining contractual life of options outstanding, in years   7   6   5

        The exercise price was $31.75 per share for all outstanding options as of December 31, 2003, 2004 and 2005.

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17.    Income Taxes

        The provision for income taxes was as follows:

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Current:                    
  Federal   $ 56   $ 210   $ (135 )
  State     1,065     2,264     1,249  
  Foreign     63     24     (40 )
   
 
 
 
      1,184     2,498     1,074  
   
 
 
 

Deferred:
 
 
 
 
 
 
 
 
 
 
  Federal     3,587     7,333     1,341  
  State     76     (1,359 )   (44 )
  Foreign     (128 )   —     (62 )
   
 
 
 
      3,535     5,974     1,235  
   
 
 
 
  Total   $ 4,719   $ 8,472   $ 2,309  
   
 
 
 

        The difference between taxes calculated at the U. S. federal statutory tax rate of 35% and our total income tax provision is as follows:

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
U.S. federal statutory rate applied to income before taxes and extraordinary items   $ 4,852   $ 8,167   $ 75  
State income taxes, net of federal income tax benefit     768     113     781  
Non-deductible meals and entertainment expenses     187     214     236  
Non-deductible loss related to seized funds     —     —     1,810  
Other non-deductible expenses     26     58     126  
Benefit of tax credits     (358 )   (358 )   (438 )
Adjustment of estimated prior year tax liabilities     (650 )   210     (166 )
Taxes on foreign income at different than U.S. rate     (2 )   (31 )   (113 )
Other—net     (104 )   99     (2 )
   
 
 
 
  Total   $ 4,719   $ 8,472   $ 2,309  
   
 
 
 

        For 2003, income tax benefits of $164,000 allocated to the cumulative effect of a change in accounting principle of $417,000 differ from the amount calculated at the federal statutory rate of 35% by $18. This difference is due to state taxes and graduated tax rates.

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        Deferred income tax assets and liabilities resulted from the following:

 
  December 31,
 
 
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Deferred tax assets:              
  Accounts receivable   $ 614   $ 652  
  Inventory     569     659  
  Intangible assets     5,269     2,480  
  Deferred revenues     2,299     1,957  
  Minimum tax credit     3,001     3,455  
  Net operating loss carryforward (expiring 2020-2024)     20,321     16,759  
  Foreign tax credit carryforwards     —     111  
  General business credits (expiring 2009-2025)     5,680     6,357  
  Other accrued liabilities     9,691     12,544  
   
 
 
    Total deferred tax assets     47,444     44,974  
   
 
 
Deferred tax liabilities:              
  Property and equipment     (36,882 )   (35,547 )
  Other comprehensive income     (403 )   (823 )
   
 
 
    Total deferred tax liabilities     (37,285 )   (36,370 )
   
 
 
    Net deferred tax assets   $ 10,159   $ 8,604  
   
 
 

        The following table sets forth the composition of our federal net operating loss carryforwards by expiration date.

Year of Expiration
  Amount of Net
Operating Loss
 
  (In Thousands of Dollars)

2020   $ 16,870
2021     27,897
2022     248
2023     81
2024     74
   
Total net operating loss carryforward   $ 45,170
   

        Realization of our net deferred tax assets is dependent on future taxable income. We believe it is more likely than not such net deferred tax assets will be realized and, accordingly, we have not recognized a valuation allowance with respect to our net deferred tax assets. Most of our net operating loss carryforwards were generated in 2000 and 2001. The net operating loss in 2000 resulted from the significant level of expenses recognized as a result of the merger and recapitalization transactions in November 2000. For 2001, the net operating loss primarily resulted from the relatively higher ratio of interest and depreciation deductions to our operating income. The trend since then for these items

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relative to operating income has been downward and is expected to continue decline, enabling us to generate sufficient taxable income to utilize our net operating loss carryforwards. However, ultimate realization of our net deferred tax assets could be negatively affected by market conditions and other variables not known or anticipated at this time.

        Our federal income tax returns for 2002 through 2005 are subject to examination by the Internal Revenue Service, or IRS, and certain of our state income tax returns for various states for various years from 2001 through 2005 are subject to examination by the respective state tax authorities. We believe we have made adequate provision for income taxes and interest that may become payable for years not yet examined.

18.    Equity Investment

        We owned a 21.5% of the voting stock of Simons Petroleum, Inc., a privately held company that is a diversified marketer of diesel fuel and other petroleum products to trucking fleets and other customers in the energy-related and trucking industries, until April 9, 2004 when we sold the Simons shares we owned. The carrying value of this investment, which was included in other noncurrent assets in our consolidated balance sheet, as of December 31, 2003 was $7,462,000. The equity income earned from this investment for the years ended December 31, 2003 and 2004 was $764,000 and $194,000, respectively. Summarized condensed financial information of this investee follows. In the tables below, income statement data for 2004 is shown for the three months ended March 31, 2004, and balance sheet data is shown as of March 31, 2004, as that was the last full month prior to the sale of our investment in Simons.

 
  Year Ended
December 31, 2003
  Three Months Ended
March 31, 2004
 
  (In Thousands of Dollars)

Income statement data:            
  Total revenues   $ 523,027   $ 144,507
  Gross profit     25,483     7,530
  Income from continuing operations     2,665     1,072
  Net income     2,665     1,072

        After the sale on April 9, 2004, Simons was no longer an equity investee of ours and, therefore, no longer a related party. The following disclosures include transactions and balances related to our business activities with Simons only for the period while we were a Simons stockholder. During the year ended December 31, 2003 and the period from January 1, 2004 through April 9, 2004, diesel fuel provided by Simons accounted for $228,827,000 and $70,652,000, respectively, of our cost of goods sold and we made sales of diesel fuel to Simons in the amounts of $3,328,000 and $152,000, respectively. We also leased a travel center from Simons and the rent expense related to this travel center for the years ended December 31, 2003 and the period from January 1, 2004 through April 9, 2004 was $408,000 and $102,000 respectively.

        We received cash proceeds from the sale of our Simons shares of $9,073,000. This sale represented a prepayment event under the 2000 Credit Agreement and, therefore, in April 2004 we made a mandatory prepayment of our term loan borrowings in the amount of $9,073,000. The merger agreement pursuant to which we sold these shares provided two opportunities for us to receive

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additional sales proceeds in late 2005: an additional $921,000 based on Simons achieving specified earnings targets, and an additional $1,053,000 if certain conditions were met and certain representations and warranties were maintained. Due to the uncertainty surrounding the future realization of these receivables, the gain on sale we recognized in 2004 of $1,615,000 did not reflect these amounts. However, during the third quarter of 2005, the conditions to receive these funds were met, the funds were received and, accordingly, we recognized the related $1,974,000 as gain on sale of investment during the third quarter of 2005.

19.    Related Party Transactions

        Certain members of our senior management have purchased common stock pursuant to management subscription agreements (see Note 16—Repurchase Rights). As a result of such purchases, we have notes and related interest receivable from the management stockholders totaling $1,514,000 and $1,639,000 at December 31, 2004 and 2005, respectively. We also had, until April 2004, transactions with an equity investee that are described in Note 18.

20.    Commitments and Contingencies

Guarantees

        In the normal course of business we periodically enter into agreements that incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be estimated, it is the opinion of management that any potential indemnification is not expected to have a material adverse effect on our consolidated financial position or result of operations. We also offer a warranty of our workmanship in our truck maintenance and repair shops, but the annual warranty expense and corresponding liability are immaterial.

Environmental Matters

        Our operations and properties are extensively regulated through environmental laws and regulations ("Environmental Laws") that (i) govern operations that may have adverse environmental effects, such as discharges to air, soil and water, as well as the management of petroleum products and other hazardous substances ("Hazardous Substances"), or (ii) impose liability for the costs of cleaning up sites affected by, and for damages resulting from, disposal or other releases of Hazardous Substances. We own and use underground storage tanks and aboveground storage tanks to store petroleum products and waste at our travel centers. We must comply with requirements of Environmental Laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting, financial assurance and corrective action in case of a release from a storage tank into the environment. At some locations, we must also comply with Environmental Laws relating to vapor recovery and discharges to water. We believe that all of our travel centers are in material compliance with applicable requirements of Environmental Laws. While the costs of compliance for these matters have not had a material adverse impact on us, it is impossible to predict accurately the ultimate effect changing laws and regulations may have on us in the future. We incurred capital expenditures, maintenance, remediation and other environmental related costs of approximately $4,750,000, $4,365,000 and $7,299,000 in the years ended December 31, 2003, 2004 and 2005, respectively.

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        We have received notices of alleged violations of Environmental Laws, or are aware of the need to undertake corrective actions to comply with Environmental Laws, at company-owned travel centers in a number of jurisdictions. We do not expect that any financial penalties associated with these alleged violations, or compliance costs incurred in connection with these violations or corrective actions, will be material to our results of operations or financial condition. We are conducting investigatory and/or remedial actions with respect to releases of Hazardous Substances at a number of our sites. While we cannot precisely estimate the ultimate costs we will incur in connection with the investigation and remediation of these properties, based on our current knowledge, we do not expect that the costs to be incurred at these properties, individually or in the aggregate, will be material to our results of operations or financial condition.

        While the matters discussed above are, to the best of our knowledge, the only proceedings for which we are currently exposed to potential liability, we cannot be certain that additional contamination does not exist at these or additional network properties, or that material liability will not be imposed in the future. If additional environmental problems arise or are discovered, or if additional environmental requirements are imposed by government agencies, increased environmental compliance or remediation expenditures may be required, and this could have a material adverse effect on us.

        Under the environmental agreement entered into as part of the acquisition of the BP network, BP is required to provide indemnification for, and conduct remediation of, certain pre-closing environmental conditions. Until January 2004, Unocal similarly was required to provide indemnification for, and conduct remediation of, certain environmental conditions that existed prior to our April 1993 acquisition of the Unocal network. In January 2004, a Buy-Out Agreement between Unocal and us became effective and Unocal's obligations to us under the April 1993 environmental agreement were terminated. In consideration for releasing Unocal from its obligations under the environmental agreement, Unocal paid us $2,609,000 of cash, funded an escrow account with $5,415,000 to be drawn on by us as we incur related remediation costs, and purchased insurance policies that cap our total future expenditures for these matters at $9,648,000 and provide protection against significant unidentified matters that existed prior to April 1993. We are now responsible for all remediation at the former Unocal sites that we still own. We estimate the costs of the remediation activities for which we assumed responsibility from Unocal in January 2004 to be approximately $8,248,000 which amount we expect will be fully covered by the cash received from Unocal and reimbursements from state tank funds. Accordingly, we recognized no income or expense as a result of entering into the Unocal Buy-Out Agreement. Of the cash paid to us by Unocal, $1,000,000 was to reimburse us for the future costs of administering the remediation projects assumed from Unocal and was recorded as a deferred credit that will be recognized to offset our costs as the related remediation activities are completed.

        We have obtained insurance of up to $35,000,000 for known environmental liabilities (which includes the insurance coverage purchased by Unocal as described above) and up to $40,000,000 for unknown environmental liabilities, subject, in each case, to certain limitations and deductibles. While it is not possible to quantify with certainty the environmental exposure, in our opinion, the potential liability, beyond that considered in the reserve we have recorded, for all environmental proceedings, based on information known to date, will not have a material adverse effect on our financial condition, results of operations or cash flows.

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        At December 31, 2005, we had a reserve for environmental matters of $11,536,000, a receivable for expected recoveries of certain of these estimated future expenditures and cash in an escrow account to fund certain of these estimated future expenditures, leaving an estimated net amount of $2,979,000 to be funded from future operating cash flows. The following table sets forth the various amounts recorded in our consolidated balance sheet as either current or noncurrent assets or liabilities.

 
  As of December 31, 2005
 
  (In Thousands of Dollars)

Gross liability for environmental matters:      
  Included in the accrued liabilities balance   $ 4,173
  Included in the noncurrent liabilities balance     7,363
   
  Total recorded liabilities     11,536
Less—expected recoveries of future expenditures:      
  Included in the accounts receivable balance     1,911
  Included in the other noncurrent assets balance     1,751
Less-cash in escrow account included in other noncurrent assets     4,895
   
  Net environmental costs to be funded by future operating cash flows   $ 2,979
   

        The following table sets forth the estimated gross amount of the cash outlays related to the matters for which we have accrued the environmental reserve. These cash expenditure amounts do not reflect any amounts for the expected recoveries as we cannot accurately predict the timing of those cash receipts. These estimated future cash disbursements are subject to change based on, among other things, changes in the underlying remediation activities and changes in the regulatory environment.

Year Ending December 31,
  Estimated Gross
Future Expenditures
 
  (In Thousands of Dollars)

2006   $ 4,173
2007     2,908
2008     1,396
2009     1,072
2010     682
Thereafter     1,305
   
    $ 11,536
   

Pending Litigation

        On December 7, 2005, the IRS seized approximately $5,325,000 from our bank account pursuant to a seizure warrant alleging that these funds were proceeds of alleged illegal gambling operations conducted by a game vendor of ours in space leased from us at three of our travel centers in Maryland. A complaint for forfeiture was filed by the Maryland U.S. Attorney's Office, and we filed a statement of interest in the seized funds and an answer denying liability. To date there has been only an informal discovery process between us and the U.S. Attorney and a trial date has not been set. We are prepared

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to vigorously defend against the complaint for forfeiture and believe that we have meritorious defenses to the claims made by the IRS with respect to the full amount seized, which, should we be successful, would result in the return to us of the seized funds. However, due to our loss of control over those assets, we have expensed the full amount seized in December 2005. This charge was included in operating expenses in our statement of operations and comprehensive income (loss). Any amounts recovered in the future would increase our operating income in the period received. It is reasonably possible that the IRS could ultimately prevail in its claim for some portion or all of the amount seized. We have been indemnified by the game vendor and expect to recover any losses in this matter from the game vendor, but it is uncertain that we would be able to recover all or a portion of our losses from the game vendor and a receivable for any indemnification proceeds has not been recognized as of December 31, 2005.

        We are involved from time to time in various legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. With the exception of the matter described above, we believe we are currently not involved in any litigation, individually or in the aggregate, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

21.    Derivative Financial Instruments and Hedging Activities

        We attempt to manage the risk arising from changes in interest rates by using derivative financial instruments such as interest rate swaps. On August 31, 2005, we entered into five interest rate swap agreements with an aggregate notional principal amount of $272,000,000 to exchange our variable rate of LIBOR plus 1.75% with a fixed interest rate of between 4.12% and 4.135%. The swap agreements mature on September 1, 2006. Payments due to or from us under the swap agreements are due quarterly on December 1, March 1, June 1 and September 1. The counterparties to these swap agreements are five of the largest U.S. banks, each of which is a lender under the 2005 Credit Agreement. We had no swap agreements in place throughout 2003 and 2004 and as of December 31, 2004.

        To qualify for hedge accounting, derivative contracts must meet defined correlation and effectiveness criteria, be designated as hedges and result in cash flows and financial statement effects which substantially offset those of the position being hedged. Amounts receivable or payable under derivative financial instrument contracts, when recognized, are reported in our consolidated balance sheet. Pursuant to the provisions of FAS 133, we determined that the interest rate swap agreements were 100% effective and qualified for cash flow hedge accounting.

        During the year ended December 31, 2005, the fair value of the swap agreement increased from inception through December 31, 2005, resulting in the recognition of an asset of $1,021,000 and an increase in other comprehensive income of $674,000 (net of tax).

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22.    Other Information

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Operating expenses and Selling, general and administrative expenses included the following:                    
  Repairs and maintenance expenses   $ 13,430   $ 12,361   $ 12,866  
  Advertising expenses   $ 4,715   $ 5,885   $ 8,650  
  Taxes other than payroll and income taxes   $ 8,611   $ 8,350   $ 9,629  
  401(k) plan contribution expense   $ 1,707   $ 1,577   $ 2,254  
  Expense related to loss of control of seized funds   $ —   $ —   $ 5,325  

Interest and other financial costs, net consisted of the following:
 
 
 
 
 
 
 
 
 
 
  Cash interest expense   $ (42,053 ) $ (40,795 ) $ (44,371 )
  Cash interest income     96     320     579  
  Capitalized interest     —     —     312  
  Amortization of discount on debt     (1,481 )   (1,704 )   (1,130 )
  Amortization of deferred financing costs     (3,440 )   (3,882 )   (3,908 )
   
 
 
 
      Interest and other financial costs, net   $ (46,878 ) $ (46,061 ) $ (48,518 )
   
 
 
 
Other income (expense), net consisted of the following:                    
  Equity in earnings of affiliate   $ 764   $ 194   $ —  
  Gain on sale of investment     —     1,615     1,974  
  Debt extinguishment and refinancing expenses     —     (1,699 )   (39,566 )
   
 
 
 
      Other income (expense), net   $ 764   $ 110   $ (37,592 )
   
 
 
 

23.    Supplemental Cash Flow Information

 
  Year Ended December 31,
 
 
  2003
  2004
  2005
 
 
  (In Thousands of Dollars)

 
Revolving loan borrowings   $ 458,100   $ 337,400   $ 259,000  
Revolving loan repayments     (466,900 )   (326,000 )   (284,000 )
   
 
 
 
  Revolving loan borrowings (repayments), net   $ (8,800 ) $ 11,400   $ (25,000 )
   
 
 
 

Cash paid during the year for:
 
 
 
 
 
 
 
 
 
 
  Interest (net of amount capitalized)   $ 39,645   $ 41,815   $ 47,537  
  Income taxes (net of refunds)   $ 635   $ 1,611   $ 1,256  
Inventory, property and equipment, and goodwill received in liquidation of trade accounts and notes receivable   $ 1,226   $ 637   $ 616  
Notes received upon common stock issuance   $ —   $ —   $ 38  

24.    Subsequent Event

        On September 15, 2006, we and stockholders owning a majority of our voting stock entered into an agreement and plan of merger with Hospitality Properties Trust ("HPT"), pursuant to which HPT, through a subsidiary, will acquire 100% of our outstanding common stock for approximately $1.9 billion

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and HPT's subsidiary will merge with and into us. The merger is expected to occur in 2007. Upon the closing, our business will be restructured. The principal effect of the restructuring will be that we will become a 100% subsidiary of TravelCenters of America LLC, a subsidiary of HPT, and that subsidiaries of HPT that we do not own will own the real estate of substantially all of the travel centers we currently own and we will enter into a lease of that real estate. We expect to retain the balance of our tangible and intangible assets and will continue our operations. After the restructuring, HPT, a publicly owned real estate investment trust, will spin off the shares of TravelCenters of America LLC to its common shareholders and TravelCenters of America LLC, which will be our parent after the acquisition and restructuring, will be a publicly owned company.

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Distribution by Hospitality Properties Trust
to its Shareholders of
All Outstanding Common Shares of
TravelCenters of America LLC

PROSPECTUS

        Until [                        ], 2007 (25 days after the date of this prospectus), all dealers that effect transactions in these securities may be required to deliver this prospectus.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        Set forth below is an estimate of the fees and expenses to be incurred in connection with the issuance and distribution of the shares covered by this registration statement. All such fees and expenses are to be paid by Hospitality Trust.

 
  Amount
Securities and Exchange Commission registration fee   $ 36,570
American Stock Exchange filing fee and expenses     *
Printing and engraving expenses     *
Legal fees and expenses     *
Accounting fees and expenses     *
Distribution and transfer agent fees and expenses     *
Miscellaneous     *
   
Total   $ *
   
*
To be filed by amendment.


Item 14.    Indemnification of Directors and Officers

        Subject to standards and restrictions as are set forth in our limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other persons from and against all claims and demands whatsoever.

        To the fullest extent permitted by law but subject to the limitations expressly provided in the registrant's Limited Liability Company Agreement (the "LLC Agreement"), all the directors and officers of the registrant and other specified indemnitees ("Indemnitees") shall be indemnified and held harmless by the registrant from and against any and all claims, damages and expenses or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative and whether by or in the right of the registrant, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was unlawful. To the fullest extent permitted by law, expenses incurred by an Indemnitee who is indemnified pursuant to the LLC Agreement in defending any such claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in the LLC Agreement. The indemnification, advancement of expenses and other provisions of the LLC Agreement shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the shareholders entitled to vote on such matter, as a matter of law or otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

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        To the extent that the indemnification provisions of the LLC Agreement purport to include indemnification for liabilities arising under the Securities Act of 1933, in the opinion of the SEC, such indemnification is contrary to public policy and is therefore unenforceable.


Item 15.    Recent Sales of Unregistered Securities

        The only securities sold by the registrant to date have been common shares sold for nominal consideration to its parent, Hospitality Trust. No underwriters were used in the foregoing transaction. The sale was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering.


Item 16.    Exhibits and Financial Statement Schedules

(a)
Exhibits:

Exhibit
Number
   
  Description
  2.1   **   Agreement and Plan of Merger by and among TravelCenters of America, Inc., Hospitality Trust, HPT TA Merger Sub Inc. and Oak Hill Capital Partners
3.1   **   Certificate of Formation of TravelCenters of America LLC
3.2       Amended and Restated Limited Liability Company Operating Agreement of TravelCenters of America LLC
5.1       Form of Legal Opinion of Richards, Layton & Finger, P.A.
8.1       Form of Tax Opinion of Sullivan & Worcester LLP
10.1       Form of Transaction Agreement by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and Reit Management & Research LLC
10.2       Form of Management and Shared Services Agreement between TravelCenters of America LLC and Reit Management & Research LLC
10.3       Form of Lease Agreement by and among HPT TA Properties Trust and HPT TA Properties LLC, as Landlord, and TA Leasing LLC, as Tenant
10.4       Form of Guaranty Agreement made by TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Operating LLC and TA Franchise Systems LLC, as Guarantors, for the benefit of the Landlord under the Lease Agreement
10.5   **   Freightliner Express Operating Agreement, dated as of July 21, 1999, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.6   **   Amendment No. 1 to Freightliner Express Operating Agreement, dated as of November 9, 2000, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.7   **   Amendment No. 2 to Freightliner Express Operating Agreement, dated as of April 15, 2003, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.8   **   Amendment No. 3 to Freightliner Express Operating Agreement, dated as of July 26, 2006 by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.9   **   Employment Agreement, dated as of January 1, 2000, by and between TravelCenters of America, Inc. and Timothy L. Doane
10.10   **   Amendment No. 1 to Employment Agreement, dated as of May 26, 2000, by and between TravelCenters of America, Inc. and Timothy L. Doane
10.11   **   Amendment No. 2 to Employment Agreement, dated as of December 14, 2004, by and between TravelCenters of America, Inc. and Timothy L. Doane
         

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10.12   **   Amendment No. 3 to Employment Agreement, dated as of March 30, 2006, by and between TravelCenters of America, Inc., and Timothy L. Doane.
10.13   **   Employment Agreement, dated as of January 1, 2000, by and between TravelCenters of America, Inc. and James W. George
10.14   **   Amendment No. 1 to Employment Agreement, dated as of May 26, 2000, by and between TravelCenters of America, Inc. and James W. George
10.15   **   Employment Agreement, dated January 1, 2005, by and between TravelCenters of America, Inc. and Joseph A. Szima
10.16   **   Employment Agreement, dated as of January 1, 2006, by and between TravelCenters of America, Inc. and Steven C. Lee
10.17       2006 Equity Compensation Plan of TravelCenters of America LLC including form of Share Option Agreement
21.1       Subsidiaries of TravelCenters of America LLC
23.1       Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1)
23.2       Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.1)
23.3       Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America LLC
23.4       Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America, Inc.
99.1   **   Consent of Patrick F. Donelan to being named a Director
99.2   **   Consent of Barbara D. Gilmore to being named a Director
99.3   **   Consent of Arthur G. Koumantzelis to being named a Director
99.4       Form of Audit Committee Charter of TravelCenters of America LLC
99.5       Form of Compensation Committee Charter of TravelCenters of America LLC
99.6       Form of Nominating and Governance Committee Charter of TravelCenters of America LLC
**
Previously Filed.

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(b)
Financial Statement Schedules:
 
  Balance at
Beginning
of Period
  Charged
(Credited)
To Income
  Charged to
Other Accounts
  Deductions from
Reserves
  Balance at
End of Period
 
  (In Thousands of Dollars)

Year Ended December 31, 2003:                              
Deducted from accounts and notes receivable for doubtful accounts   $ 2,409   $ 1,180   $ —   $ (1,593 )(a) $ 1,996

Year Ended December 31, 2004:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deducted from accounts and notes receivable for doubtful accounts   $ 1,996   $ 307   $ —   $ (697 )(a) $ 1,606

Year Ended December 31, 2005:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deducted from accounts and notes receivable for doubtful accounts   $ 1,606   $ 975   $ —   $ (866 )(a) $ 1,715
(a)
Uncollectible accounts and notes receivable charged off, net of amounts recovered.

        All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.


Item 17.    Undertakings

        The registrant hereby undertakes:

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        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under "Indemnification of Directors and Officers" above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts on January 11, 2007.

    TRAVELCENTERS OF AMERICA LLC

 
 
By:
/s/   MARK L. KLEIFGES       
Name: Mark L. Kleifges
Title: Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated.


Signature

 
Title

 
Date

 
 
 
 
 

*
pursuant to the power of attorney previously executed
John G. Murray
 
President (principal executive officer)
 
January 11, 2007


/s/   MARK L. KLEIFGES       
Mark L. Kleifges

 

Treasurer (principal financial and accounting officer)

 

January 11, 2007

*
pursuant to the power of attorney previously executed
Barry M. Portnoy
 
Director
 
January 11, 2007

*
pursuant to the power of attorney previously executed
Thomas M. O'Brien
 
Director
 
January 11, 2007
*
The undersigned, by signing his name hereto, does sign and execute this registration statement pursuant to the powers of attorney executed by the above-named directors of the registrant, which have been filed with the Securities and Exchange Commission on behalf of such Directors.

By   /s/   MARK L. KLEIFGES       
Mark L. Kleifges
Attorney-in-Fact 		   

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EXHIBIT INDEX

Exhibit
Number
   
  Description
2.1   **   Agreement and Plan of Merger by and among TravelCenters of America, Inc., Hospitality Trust, HPT TA Merger Sub Inc., and Oak Hill Capital Partners
3.1   **   Certificate of Formation of TravelCenters of America LLC
3.2       Amended and Restated Limited Liability Company Operating Agreement of TravelCenters of America LLC
5.1       Form of Legal Opinion of Richards, Layton & Finger, P.A.
8.1       Form of Tax Opinion of Sullivan & Worcester LLP
10.1       Form of Transaction Agreement by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and Reit Management & Research LLC
10.2       Form of Management and Shared Services Agreement between TravelCenters of America LLC and Reit Management & Research LLC
10.3       Form of Lease Agreement by and among HPT TA Properties Trust and HPT TA Properties LLC, as Landlord, and TA Leasing LLC, as Tenant
10.4       Form of Guaranty Agreement made by TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Operating LLC and TA Franchise Systems LLC, as Guarantors, for the benefit of the Landlord under the Lease Agreement
10.5   **   Freightliner Express Operating Agreement, dated as of July 21, 1999, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.6   **   Amendment No. 1 to Freightliner Express Operating Agreement, dated as of November 9, 2000, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.7   **   Amendment No. 2 to Freightliner Express Operating Agreement, dated as of April 15, 2003, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.8   **   Amendment No. 3 to Freightliner Express Operating Agreement, dated as of July 26, 2006 by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc.
10.9   **   Employment Agreement, dated as of January 1, 2000, by and between TravelCenters of America, Inc. and Timothy L. Doane
10.10   **   Amendment No. 1 to Employment Agreement, dated as of May 26, 2000, by and between TravelCenters of America, Inc. and Timothy L. Doane
10.11   **   Amendment No. 2 to Employment Agreement, dated as of December 14, 2004, by and between TravelCenters of America, Inc. and Timothy L. Doane
10.12   **   Amendment No. 3 to Employment Agreement, dated as of March 30, 2006, by and between TravelCenters of America, Inc., and Timothy L. Doane.
10.13   **   Employment Agreement, dated as of January 1, 2000, by and between TravelCenters of America, Inc. and James W. George
10.14   **   Amendment No. 1 to Employment Agreement, dated as of May 26, 2000, by and between TravelCenters of America, Inc. and James W. George
10.15   **   Employment Agreement, dated January 1, 2005, by and between TravelCenters of America, Inc. and Joseph A. Szima
10.16   **   Employment Agreement, dated as of January 1, 2006, by and between TravelCenters of America, Inc. and Steven C. Lee
10.17       2006 Equity Compensation Plan of the Company including form of Share Option Agreement
21.1       Subsidiaries of TravelCenters of America LLC
23.1       Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1)
         

23.2       Consent of Richards, Layton & Finger, P.A. (contained in Exhibit 5.1)
23.3       Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America LLC
23.4       Consent of PricewaterhouseCoopers LLP with respect to TravelCenters of America, Inc.
99.1   **   Consent of Patrick F. Donelan to being named a Director
99.2   **   Consent of Barbara D. Gilmore to being named a Director
99.3   **   Consent of Arthur G. Koumantzelis to being named a Director
99.4       Form of Audit Committee Charter of TravelCenters of America LLC
99.5       Form of Compensation Committee Charter of TravelCenters of America LLC
99.6       Form of Nominating and Governance Committee Charter of TravelCenters of America LLC
**
Previously filed.



QuickLinks

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
QUESTIONS AND ANSWERS ABOUT THE SPIN OFF
SUMMARY
The Distribution
The Company
Organization and relationships
RISK FACTORS
THE SPIN OFF
DIVIDEND POLICY
CAPITALIZATION
THE COMPANY
SELECTED HISTORICAL FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT
SECURITY OWNERSHIP AFTER THE SPIN OFF
CERTAIN RELATIONSHIPS
FEDERAL INCOME TAX CONSIDERATIONS
SHARES ELIGIBLE FOR FUTURE SALE
DESCRIPTION OF OUR LIMITED LIABILITY COMPANY AGREEMENT
ANTI-TAKEOVER PROVISIONS
LIABILITY OF SHAREHOLDERS FOR BREACH OF RESTRICTIONS ON OWNERSHIP
TRANSFER AGENT AND REGISTRAR
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
TravelCenters of America LLC Introduction to Unaudited Pro Forma Financial Statements
TravelCenters of America LLC Unaudited Pro Forma Consolidated Balance Sheet at September 30, 2006 (dollars in thousands)
TravelCenters of America LLC Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2005 (in thousands except per share data)
TravelCenters of America LLC Unaudited Pro Forma Consolidated Statement of Operations For Nine Months Ended September 30, 2006 (in thousands except per share amounts)
TravelCenters of America LLC Notes to Unaudited Pro Forma Consolidated Financial Statements (amounts in thousands, except share and per share amounts)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TravelCenters of America LLC Consolidated Balance Sheet October 10, 2006
TravelCenters of America LLC Notes to Consolidated Balance Sheet October 10, 2006
TravelCenters of America, Inc. Unaudited Consolidated Balance Sheet
TravelCenters of America, Inc. Unaudited Consolidated Statement of Operations and Comprehensive Income (Loss)
TravelCenters of America, Inc. Unaudited Consolidated Statement of Cash Flows
TravelCenters of America, Inc. Unaudited Consolidated Statement of Nonredeemable Stockholders' Equity
TravelCenters of America, Inc. Selected Notes to Unaudited Consolidated Financial Statements Nine Months Ended September 30, 2005 and 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TravelCenters of America, Inc. Consolidated Balance Sheet
TravelCenters of America, Inc. Consolidated Statement of Operations and Comprehensive Income (Loss)
TravelCenters of America, Inc. Consolidated Statement of Cash Flows
TravelCenters of America, Inc. Consolidated Statement of Nonredeemable Stockholders' Equity
TravelCenters of America, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2003, 2004 and 2005
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EXHIBIT 3.2

TRAVELCENTERS OF AMERICA LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, a Delaware limited liability company (the "COMPANY"), dated _______________, is entered into by and among Hospitality Properties Trust, a Maryland real estate investment trust ("HPT"), together with any other Persons who hereafter become Shareholders in TravelCenters of America LLC or parties hereto as provided herein. This Agreement amends and restates in its entirety the Limited Liability Company Agreement of TravelCenters of America LLC, dated October 10, 2006 (the "ORIGINAL LLC AGREEMENT"). HPT was the original holder of the limited liability company interests of the Company; subsequent transfers of such interests were made, but at the time of the execution hereof HPT is the owner of all of the outstanding limited liability company interests of the Company.

In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree to amend and restate the Original LLC Agreement in its entirety as follows:

ARTICLE I
DEFINITIONS

Section 1.1 DEFINITIONS.

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Additional definitions related to restrictions on ownership of Shares are contained in Article VIII.

"ACQUIRING PERSON" has the meaning assigned to such term in Section 13.1(b).

"AFFILIATE" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"AGREEMENT" means this Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, as it may be amended, supplemented or restated from time to time.

"BOARD OF DIRECTORS" has the meaning assigned to such term in Section 7.1(a).

"BUSINESS DAY" means Monday through Friday of each week, except that a legal holiday recognized as such by the U.S. Government shall not be regarded as a Business Day.

"CERTIFICATE" means a certificate (i) issued in global form in accordance with the rules and regulations of the Depository or (ii) in such other form as may be adopted by the Board of Directors that is issued by the Company to evidence ownership of one or more Shares or one or more other securities of the Company.

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"CERTIFICATE OF FORMATION" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on October 10, 2006, which filing is hereby ratified and approved in all respects, as such Certificate of Formation may be amended, supplemented or restated from time to time.

"CHAIRMAN OF THE BOARD" has the meaning assigned to such term in Section 7.1(k).

"CODE" means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor to such statute.

"COMMISSION" means the United States Securities and Exchange Commission.

"COMMON SHARES" means Shares representing common limited liability company interests in the Company, as further described in Article V.

"COMPANY" has the meaning assigned to such term in the preamble.

"DELAWARE GENERAL CORPORATION LAW" means the Delaware General Corporation Law, as amended, supplemented or restated from time to time, or any successor to such statute.

"DELAWARE LLC ACT" means the Delaware Limited Liability Company Act, as amended, supplemented or restated from time to time, or any successor to such statute.

"DELIVERY DATE" has the meaning assigned to such term in Section 9.1(i).

"DEPOSITORY" means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted assigns.

"DIRECTOR" means a member of the Board of Directors of the Company.

"DISTRIBUTION" means the distribution by HPT of all of the issued and outstanding Common Shares of the Company to the Transfer Agent, which distribution shall be effected by written instructions to distribute such Common Shares to each holder of record of HPT common shares, as further described in the Transaction Agreement.

"DISTRIBUTION DATE" means the date on which the Distribution takes place.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, or any successor to such statute, and the applicable rules and regulations thereunder.

"EXCHANGE RULE" means a rule of the National Securities Exchange on which the Common Shares or other securities of the Company are listed for trading.

"HPT" has the meaning assigned to such term in the prologue to this Agreement.

"INDEMNITEE" means (a) any natural Person who is or was an officer (including any Officer), director (including any Director), trustee, manager or partner of the Company or any Subsidiary of the Company, (b) any natural Person who is or was serving at the request of the Company as an officer, director, member, trustee, manager or partner of another Person (PROVIDED THAT a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services)

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and (c) any Person the Board of Directors designates as an "Indemnitee" for purposes of this Agreement. For purposes of this Agreement, HPT and Reit Management & Research LLC, together with their respective officers and directors, are each designated as Indemnitees.

"INITIAL SHAREHOLDER" means HPT.

"LIQUIDATION DATE" means the date on which an event giving rise to the dissolution of the Company occurs.

"LIQUIDATOR" means one or more Persons selected by the Board of Directors to perform the functions described in Section 12.2 as liquidating trustee of the Company within the meaning of the Delaware LLC Act.

"MEETING RECORD DATE" has the meaning assigned to such term in Section 9.1(i).

"MERGER AGREEMENT" has the meaning assigned to such term in Section 14.1.

"NATIONAL SECURITIES EXCHANGE" means an exchange registered with the Commission under Section 6(a) of the Exchange Act, as amended, supplemented or restated from time to time, and any successor to such statute.

"OFFICERS" has the meaning assigned to such term in Section 7.3(a).

"OPINION OF COUNSEL" means a written opinion of counsel (who may be regular counsel to the Company or any of its Affiliates) acceptable to the Board of Directors.

"OUTSTANDING" means, with respect to any securities of the Company, all securities of the Company that are issued by the Company and reflected as outstanding on the Company's books and records as of the date of determination.

"PERSON" means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or other enterprise (including an employee benefit plan), association, government agency or political subdivision thereof or other entity.

"PLAN OF CONVERSION" has the meaning assigned to such term in Section 14.1.

"PRIME RATE" means the prime rate of interest as quoted from time to time by The Wall Street Journal or another source reasonably selected by the Company.

"PRO RATA" means apportioned equally among all Shares of the class or series in question.

"QUARTER" means, unless the context requires otherwise, a fiscal quarter of the Company, or, with respect to the first fiscal quarter ending after the Distribution Date, the portion of such fiscal quarter after the Distribution Date.

"RECORD DATE" means the date established by the Board of Directors for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Shareholders or entitled to exercise rights in respect of any lawful action of Shareholders or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

"RECORD DATE REQUEST NOTICE" has the meaning assigned to such term in
Section 9.1(f).

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"RECORD HOLDER" means the Person in whose name Shares are registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other securities of the Company, the Person in whose name any such other securities are registered on the books that the Company has caused to be kept as of the opening of business on such Business Day.

"REQUEST RECORD DATE" has the meaning assigned to such term in Section 9.1(f).

"SECURITIES ACT" means the Securities Act of 1933, as amended, supplemented or restated from time to time, or any successor to such statute, and the applicable rules and regulation thereunder.

"SHARE DESIGNATION" has the meaning assigned to such term in Section 5.3(b).

"SHARE MAJORITY" means a majority of the Outstanding Common Shares.

"SHARE PLURALITY" means a majority of the Outstanding Shares of all classes and series of Shares with voting power, voting together as a single class, that have voted on the matter in question at the conclusion of voting thereon, as prescribed or determined by the Board of Directors.

"SHARE SEPARATE CLASS APPROVAL" means a majority of the Outstanding Shares of each class and series of Shares with voting power, voting separately by class and series.

"SHARE SUPER-MAJORITY APPROVAL" means 75% of the Outstanding Shares of each class and series of Shares with voting power, voting together as a single class.

"SHARES" means the shares of any class or series of limited liability company interest in the Company (but excluding any options, rights, warrants and appreciation rights relating to a limited liability company interest in the Company), including Common Shares.

"SHAREHOLDERS" means the holders of Shares that have been admitted to the Company as members of the Company in accordance with this Agreement.

"SHAREHOLDER REQUESTED MEETING" has the meaning assigned to such term in
Section 9.1(i).

"SHAREHOLDER ASSOCIATED PERSON" has the meaning assigned to such term in
Section 9.7(a).

"SPECIAL MEETING PERCENTAGE" has the meaning assigned to such term in
Section 9.1(e).

"SPECIAL MEETING REQUEST" has the meaning assigned to such term in Section 9.1(g).

"SUBSIDIARY" means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a

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majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

"SURVIVING BUSINESS ENTITY" has the meaning assigned to such term in
Section 14.2.

"TRANSACTION AGREEMENT" means the Transaction Agreement made on or about the date hereof by and among HPT, HPT TA Properties Trust, HPT TA Properties LLC, Reit Management & Research LLC and the Company, as the same may be amended, supplemented or restated from time to time.

"TRANSFER" has the meaning assigned to such term in Section 4.4.

"TRANSFER AGENT" means such bank, trust company or other Person (including the Company or one of its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for the Shares; PROVIDED THAT if no Transfer Agent is specifically designated for Shares or any other securities of the Company, the Company shall act in such capacity.

"TREASURY REGULATIONS" means the Treasury Regulations (including temporary and proposed regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

"U.S. GAAP" means United States generally accepted accounting principles as in effect from time to time.

Section 1.2 CONSTRUCTION.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term "include" or "includes" means include(s), without limitation, and "including" means including, without limitation.

ARTICLE II
ORGANIZATION

Section 2.1 FORMATION. The Initial Shareholder formed the Company as a limited liability company pursuant to the provisions of the Delaware LLC Act and hereby adopts this Agreement in its entirety as an amendment and restatement of the Original LLC Agreement of the Company. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Directors and Shareholders and the administration, dissolution and termination of the Company shall be governed by the Delaware LLC Act. All Shares shall constitute personal property of the owner thereof for all purposes, and a Shareholder has no interest in specific Company property.

Section 2.2 NAME. The name of the Company shall be TravelCenters of America LLC. The Company's business may be conducted under any other name or names, as determined by the Board of Directors. The Board of Directors may change the name of the Company at any time and from time to time and shall notify the Shareholders of such change in the next regular communication to the Shareholders.

Section 2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE; OTHER OFFICES. The Board of Directors may establish and change the principal office or place of business of the Company at any time and may cause the Company to establish other offices or places of business in various

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jurisdictions. The name and address of the registered agent and the address of the registered office for service of process on the Company as required by the Delaware LLC Act are The Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware.

Section 2.4 PURPOSES AND POWERS. The Company shall have the authority to engage in any lawful business, purpose or activity permitted by the Delaware LLC Act. The Company shall possess and may exercise all powers and privileges granted or permitted by the Delaware LLC Act.

Section 2.5 POWER OF ATTORNEY. Each Shareholder hereby constitutes and appoints each of the Chief Executive Officer, the President and the Secretary of the Company and, if a Liquidator shall have been selected pursuant to Section 12.2, the Liquidator and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in the name, place and stead of such Person, to execute (i) all agreements, instruments, certificates and other documents and take all actions necessary or appropriate to or for the furtherance and accomplishment of the purposes described in Section 2.4, and
(ii) any duly adopted amendments to this Agreement. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, shall not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Shareholder or the transfer of all or any portion of such Shareholder's Shares and shall extend to such Shareholder's heirs, successors, assigns and personal representatives.

Section 2.6 TERM. The Company's existence shall be perpetual, unless and until it is dissolved in accordance with the provisions of Article XII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware LLC Act.

Section 2.7 TITLE TO COMPANY ASSETS. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Shareholder, Director or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more nominees, as the Board of Directors may determine.

ARTICLE III
RIGHTS OF SHAREHOLDERS AND LIMITATIONS THEREOF

Section 3.1 SHAREHOLDERS.

(a) A Person shall be admitted as a Shareholder and shall, without further action, including execution of this Agreement, become a party to and become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Shares and becomes the Record Holder of such Shares in accordance with the provisions of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Shareholders. A Person may not become a Shareholder without acquiring one or more Shares. To the fullest extent permitted by law, this Agreement shall also be binding on certain Constructive Owners of Shares, as defined and provided in Article VIII.

(b) The name and mailing address of each Shareholder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the

6

Company shall update, or cause to be updated, the books and records of the Company from time to time as necessary to reflect accurately the information therein.

(c) Except as otherwise provided by the Delaware LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. The Directors, Officers and Shareholders shall have no liability under this Agreement or for any such debt, obligation or liability of the Company, in their capacity as such, except as expressly provided in this Agreement or the Delaware LLC Act.

(d) Shareholders shall not have any right to resign from the Company; PROVIDED THAT when a transferee of all of a Shareholder's Shares acquires such Shares, such transferring Shareholder shall cease to be a Shareholder (and member of the Company).

Section 3.2 MANAGEMENT OF BUSINESS. No Shareholder, in his capacity as such, shall participate in the operation or management of the Company's business, transact any business in the Company's name or have the power to sign documents for or otherwise bind the Company by reason of being a Shareholder.

Section 3.3 OUTSIDE ACTIVITIES OF THE SHAREHOLDERS. Notwithstanding any duty (including any fiduciary duty) that might otherwise exist at law or in equity, any Shareholder shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Notwithstanding any duty (including any fiduciary duty) that might otherwise exist at law or in equity, neither the Company nor any of the other Shareholders shall have any rights by virtue of this Agreement in any business ventures of any Shareholder.

ARTICLE IV
CERTIFICATES; RECORD HOLDERS; TRANSFER OF SHARES; REDEMPTION OF SHARES

Section 4.1 CERTIFICATES. Upon the Company's issuance of Shares or other securities to any Person, the Company may, but shall not be obligated to, issue one or more Certificates in the name of such Person evidencing the number of such Shares or securities being so issued. Certificates shall be executed on behalf of the Company by the Chairman of the Board, President or any Vice President and the Secretary or any Assistant Secretary. No Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; PROVIDED, HOWEVER, that if the Board of Directors elects to issue Shares or other securities in global form, the Certificates with regard thereto shall be valid upon receipt by the Depository and need not be countersigned. Any or all of the signatures required on the Certificate may be by facsimile. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such Person were such Officer or Transfer Agent at the date of issue.

Section 4.2 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of securities as the Certificate so surrendered.

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(b) The appropriate Officers on behalf of the Company shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the Company or to the Transfer Agent, that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the Company or the Transfer Agent, delivers to the Company a bond, in form and substance satisfactory to the Company or the Transfer Agent, with a surety or sureties and with fixed or open penalty as the Company or the Transfer Agent may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the Company or the Transfer Agent.

If a Shareholder fails to notify the Company within a reasonable time after such Shareholder has notice of the loss, destruction or theft of a Certificate, and a transfer of the Shares represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Shareholder shall be precluded from making any claim against the Company or the Transfer Agent for such transfer or for a new Certificate.

(c) As a condition to the issuance of any new Certificate under this
Section 4.2, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3 RECORD HOLDERS. The Company shall be entitled to recognize the Record Holder as the owner of Shares or other securities issued by the Company and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares or other securities on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Shares or securities are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Shares or other securities, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Shares.

Section 4.4 TRANSFER GENERALLY. Except as otherwise set forth in this Agreement, the term "transfer," when used in this Agreement with respect to any Shares, shall be deemed to refer to a transaction by which the holder of Shares assigns such Shares to another Person who is or becomes a Shareholder, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage. No Shares shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. To the fullest extent permitted by law, any transfer or purported transfer of Shares not made in accordance with this Article IV shall be null and void.

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Section 4.5 REGISTRATION AND TRANSFER OF SHARES.

(a) The Company shall keep or cause to be kept on behalf of the Company a register that, subject to such reasonable regulations as it may prescribe, will provide for the registration and transfer of both certificated and uncertificated Shares. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Shares and transfers of such Shares as herein provided.

(b) The Company shall not recognize transfers of Certificates evidencing Shares unless such transfers are effected in the manner described in this
Section 4.5. Upon surrender of a Certificate for registration of transfer of any Shares evidenced by a Certificate in accordance with this Agreement, the appropriate Officers of the Company shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder's instructions, one or more new Certificates evidencing the same aggregate number and type of Shares as were evidenced by the Certificate so surrendered. The Company shall not recognize any transfer of certificated Shares until any Certificates evidencing such Shares are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; PROVIDED THAT as a condition to the issuance of any new Certificate under this Section 4.5(b), the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

(c) By acceptance of the transfer of any Shares in accordance with this
Section 4.5, each transferee of Shares (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Shareholder with respect to the Shares so transferred to such Person when any such transfer or admission is reflected in the books and records of the Company, with or without execution of this Agreement, (ii) shall be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement,
(v) grants the power of attorney contained herein to the Officers of the Company and any Liquidator of the Company and (vi) makes the consents and waivers contained in this Agreement. The transfer of any Shares and the admission of any new Shareholder shall not constitute an amendment to this Agreement.

ARTICLE V
ISSUANCE OF SHARES

Section 5.1 ISSUANCE TO INITIAL SHAREHOLDER. Pursuant to the Original LLC Agreement, the Company issued ten Common Shares to the Initial Shareholder. The Initial Shareholder owns 10 Common Shares at the time of the execution of this Agreement, representing all of the issued and outstanding Shares. Immediately prior to the Distribution on the Distribution Date, the Company will automatically be deemed to issue or have issued to the Initial Shareholder (which will continue to be a member of the Company through completion of the Distribution) such additional Common Shares so that the total number of Common Shares held by the Initial Shareholder will be equal to the number of Common Shares required to be distributed pursuant to the Transaction Agreement. Unless otherwise specified by the Board of Directors, no interest shall be paid by the Company on the capital contributions of any Shareholder, and no Shareholder shall be entitled to the withdrawal or return of its capital contribution.

Section 5.2 RIGHTS OF HOLDERS OF COMMON SHARES.

(a) The only class or series of Shares authorized and Outstanding on the date of this Agreement is the Common Shares. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations, or restrictions of the Common Shares are expressly

9

made subject and subordinate to those that may be fixed by the Board of Directors with respect to any additional classes or series of Shares.

(b) Except as otherwise required by law or this Agreement and subject to the preferential rights of any additional classes or series of Shares authorized by the Board of Directors, each holder of Common Shares shall have one vote in respect of each Common Share held by such Shareholder of record on the books of the Company on all matters submitted to a vote of Shareholders.

(c) Subject to the preferential rights of any additional classes or series of Shares authorized by the Board of Directors, the holders of Common Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Company, out of the assets of the Company which are by law available therefor, distributions payable either in cash, in property or in securities of the Company.

(d) In the event of any dissolution, liquidation or winding up of the affairs of the Company, after satisfaction (whether by payment or reasonable provision for payment) of creditors of the Company and after distribution in full of the preferential amounts, if any, to be distributed to the holders of other securities of the Company, the holders of Common Shares shall be entitled to receive (with or without participation of the holders of other securities of the Company, as determined by the Board of Directors at the time of authorization of such securities) all of the remaining assets of the Company of whatever kind available for distribution to the holders of the Common Shares ratably in proportion to the number of Common Shares by them unless otherwise provided by law.

Section 5.3 ISSUANCES OF ADDITIONAL COMPANY SECURITIES.

(a) The Company may issue additional Shares and other securities of the Company, and unsecured and secured debt obligations, debt obligations convertible into any class or series of Shares, or any combination of the foregoing, and options, rights, warrants, appreciation rights and other derivative rights relating to the securities of the Company, for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Shareholder.

(b) Additional Shares authorized to be issued by the Company pursuant to
Section 5.3(a) may be authorized and/or issued in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Shares or other securities of the Company), as shall be fixed by the Board of Directors and reflected in a written action or actions approved by the Board of Directors in compliance with Section
7.1(i) (each, a "SHARE DESIGNATION"), including (i) the right to share in Company distributions; (ii) the rights upon dissolution and liquidation of the Company; (iii) whether, and the terms and conditions upon which, the Company may redeem such class or series of Shares; (iv) whether such class or series of Shares is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each class or series of Shares will be issued, evidenced (or not evidenced) by certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Shares to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such class or series of Shares. A Share Designation (or any resolution of the Board of Directors amending any Share Designation) shall be effective when a duly executed (executed in accordance with Section 7.1(i)) original of the same is delivered to the Secretary of the Company for inclusion among the permanent records of the Company. For the avoidance of doubt, any securities of the Company, in addition to additional classes or series of Shares, may be issued on such terms and conditions as the Board of Directors may determine.

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(c) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Shares and other securities of the Company, unsecured and secured debt obligations, debt obligations convertible into any class or series of Shares, or any combination of the foregoing, and options, rights, warrants, appreciation rights and other derivative rights relating to securities, issued pursuant to this Section 5.3; (ii) the admission of additional Shareholders; and (iii) all additional issuances of securities by the Company. The Board of Directors shall determine the relative designations, preferences, rights, powers and duties of the holders of the Shares or other securities being so issued. The Board of Directors shall do all things necessary to comply with the Delaware LLC Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of securities pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Common Shares or other securities of the Company are listed for trading.

Section 5.4 NO PREEMPTIVE RIGHTS. No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any securities of the Company, whether unissued, held in the treasury or hereafter created.

Section 5.5 RIGHTS OF ADDITIONAL CLASSES AND SERIES OF SHARES. Notwithstanding anything to the contrary contained in this Agreement, the voting and other rights of a particular class or series of Shares are subject to the voting and other rights of any class or series of Shares designated by the Board of Directors.

Section 5.6 SPLITS AND COMBINATIONS.

(a) The Company may make a Pro Rata distribution of securities to all Record Holders of one or more classes or series of Shares, or may effect a subdivision or combination of any class or series of Shares.

(b) Whenever such a distribution, subdivision or combination is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof to each applicable Record Holder thereof in compliance with all applicable laws and rules of any National Securities Exchange on which the Common Shares or other securities of the Company are listed for trading.

(c) Unless otherwise determined by the Board of Directors, the Company shall not issue fractional Shares upon any distribution, subdivision or combination of Shares. If a distribution, subdivision or combination of Shares would result in the issuance of fractional Shares but for the contrary provisions hereof, then unless otherwise determined by the Board of Directors, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

Section 5.7 FULLY PAID AND NON-ASSESSABLE NATURE OF SHARES. All Shares issued pursuant to, and in accordance with the requirements of, this Article V shall be validly issued, fully paid and non-assessable Shares of the Company, except to the extent otherwise provided in this Agreement or a Share Designation.

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ARTICLE VI
TAX TREATMENT

Section 6.1 TAX TREATMENT OF THE COMPANY AND THE INITIAL SHAREHOLDER PRIOR TO THE DISTRIBUTION. Prior to the time of the Distribution, the Company shall be treated as a disregarded entity for all purposes under the Code pursuant to
Section 301.7701-2(c)(2)(i) of the Treasury Regulations. The Initial Shareholder intends that no action be taken to treat the Company as a corporation under the Code prior to the Distribution.

Section 6.2 TAX TREATMENT OF THE COMPANY AND THE SHAREHOLDERS SUBSEQUENT TO THE DISTRIBUTION. Subsequent to the Distribution, pursuant to Section 7704 of the Code, the Company will be a publicly traded partnership and be treated as if it were a corporation for all purposes under the Code. As a result, all Company items of income, gain, loss, deduction, expense and credit will be treated as tax attributes of the Company, and, for purposes of the Delaware LLC Act, each Shareholder will have no claim on and no right to any such tax attributes of the Company, in the same manner as corporate shareholders under the Code and the Delaware General Corporation Law.

ARTICLE VII
MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 BOARD OF DIRECTORS.

(a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors (the "BOARD OF DIRECTORS"). As provided in Section 7.3, the Board of Directors shall have the power and authority to appoint Officers of the Company. The Directors shall constitute "managers" within the meaning of the Delaware LLC Act. No Shareholder, by virtue of such Shareholder's status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement and to the extent permitted by law, as near as practical, the authority, powers, functions and duties (including fiduciary duties) of the Board of Directors shall be identical to the authority, powers, functions and duties (including fiduciary duties) of the board of directors of a business corporation organized under the Delaware General Corporation Law. In addition to the powers that now or hereafter can be granted to managers under the Delaware LLC Act and to all other powers granted under any other provision of this Agreement subject to Section 7.3, the Board of Directors, without Shareholder approval, shall have full power and authority to do, and to direct the Officers to do, all things (and on such terms as it determines to be necessary or appropriate) to conduct the business of the Company, to exercise all powers set forth in Section 2.4 and to effectuate the purposes set forth in Section 2.4, including the following:

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Shares, and the incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or the transactions contemplated by Section 14.3(d);

(iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the

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Company and its Subsidiaries; the lending of funds to other Persons; and the repayment of obligations of the Company and its Subsidiaries;

(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company);

(vi) the distribution of Company cash or other Company assets;

(vii) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring, the creation and operation of employee benefit plans, employee programs and employee practices;

(viii) the maintenance of insurance for the benefit of the Company, the Shareholders and the Indemnitees;

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships;

(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation;

(xi) the indemnification of any Person including, without limitation, as set forth in Article X to the extent permitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Shares from, or requesting that trading be suspended on, any such exchange;

(xiii) the purchase, sale or other acquisition or disposition of securities of the Company, or the issuance of unsecured and secured debt obligations, debt obligations convertible into any class or series of Shares, or any combination of the foregoing, or options, rights, warrants, appreciation rights and other derivative rights relating thereto; and

(xiv) the entering into of agreements with any of its Affiliates.

(b) The Board of Directors may from time to time determine the number of Directors then constituting the whole Board of Directors, PROVIDED THAT, effective immediately after the Distribution, such number shall be at least three and no more than seven. Notwithstanding the foregoing, the Board of Directors, by unanimous vote of the Directors then in office, may change the minimum and maximum number of Directors; provided that the Board of Directors shall not decrease the number of Persons that constitutes the whole Board of Directors if such decrease would shorten the term of any Director.

(c) Except as may be provided by the Board of Directors in setting the terms of any class or series of Shares, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of

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a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred.

(d) Effective upon the Distribution, the Directors (other than any Director subsequently elected solely by holders of one or more classes or series of Shares as specified by the Board of Directors upon the authorization of such Shares) shall be classified into three groups, Group I, Group II and Group III. The number of Directors in each class shall be as nearly equal in number as possible, as determined by the Board of Directors. Directors in Group I shall serve for a term ending at the annual meeting of Shareholders to be held in 2008; Directors in Group II shall serve for a term ending at the annual meeting of Shareholders to be held in 2009; and Directors in Group III shall serve for a term ending at the annual meeting of Shareholders to be held in 2010 and, in each such case, until their successors are duly elected or until their earlier death, resignation or removal. At each annual meeting of the Shareholders, the successors to the class of Directors whose term expires at such meeting shall be elected by the Shareholders to hold office for a term expiring at the annual meeting of Shareholders held in the third year following the year of their election and until their successors are duly elected.

(e) Effective upon the Distribution, three of the Directors shall be "Independent Directors," as defined below, and the remaining two Directors shall be "Managing Directors." "Independent Directors" shall be those directors who meet the qualifications as independent directors under the applicable rules of each National Securities Exchange on which the Common Shares or other securities of the Company are listed for trading and the Commission from time to time. "Managing Directors" shall mean Directors who are not Independent Directors. If at any time the Board of Directors shall not be comprised of a majority of Independent Directors, the Board of Directors shall take such actions as will cure such condition, including increasing the size of the Board of Directors and electing one or more Independent Directors; provided that the fact that the Board of Directors does not have a majority of Independent Directors at any time or from time to time shall not affect the validity of any action taken by the Board of Directors.

(f) Effective upon the Distribution, the Group I Directors, the Group II Directors and the Group III Director shall be as specified in a unanimous written consent of Shareholders to take effect immediately prior to Distribution.

(g) Directors need not be Shareholders. The Board of Directors may, from time to time and by the adoption of resolutions, establish qualifications for Directors.

(h) Unless otherwise required by law or the provisions hereof,

(i) each member of the Board of Directors shall have one vote;

(ii) the presence at a meeting of the Board of Directors of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting (or at any adjournment thereof) for the transaction of business; and

(iii) the act of a majority of the members of the Board of Directors present at a meeting of the Board of Directors at which a quorum is present shall be deemed to constitute the act of the Board of Directors.

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(i) Regular meetings of the Board of Directors and any committee thereof shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors or such committee. Notice of such regular meetings shall not be required. Special meetings of the Board of Directors or meetings of any committee thereof may be called by the Chairman of the Board or the chairman of such committee, as the case may be, or on the written request of a majority of the Directors then in office or a majority of the committee members then in office, as applicable, to the Secretary, in each case on at least twenty-four hours personal, written, fax or other electronic notice to each Director or committee member, which notice may be waived by any Director. Any such notice, or waiver thereof, need not state the purpose of such meeting except as may otherwise be required by law. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any action required or permitted to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, are signed by a majority of the members of the Board of Directors or committee. Members of the Board of Directors or any committee thereof may participate in and hold a meeting by means of conference telephone, video conference or similar communications equipment by means of which all Persons participating in the meeting can hear each other at the same time, and participation in such meetings shall constitute presence in Person at the meeting.

(j) The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified Director at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors or in this Agreement, shall have and may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Company; but no such committee shall have the power or authority in reference to the following matters: approving or adopting, or recommending to the Shareholders, any action or matter expressly required by this Agreement or the Delaware LLC Act to be submitted to the Shareholders for approval, or adopting, amending or repealing any provision of this Agreement. The Board of Directors, or, if authorized by the Board in a committee charter or otherwise, the members of any committee may choose a chairman, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, and, unless the same shall be determined by the Board of Directors, shall fix its own rules or procedures and shall meet at such times and at such place or places as may be provided by such rules. Unless otherwise required by law or the provisions hereof,

(i) each member of a committee shall have one vote;

(ii) the presence at a meeting of a committee of a majority of the members of the committee shall constitute a quorum at any such meeting for the transaction of business; and

(iii) the act of a majority of the members of a committee present at a meeting of the committee at which a quorum is present shall be deemed to constitute the act of the committee.

(k) The Board of Directors may elect one of its members as Chairman of the Board (the "CHAIRMAN OF THE BOARD"). The Chairman of the Board, if any, and if present and acting, shall preside at all meetings of the Board of Directors and of Shareholders, unless otherwise directed by the Board of Directors. If the Board of Directors does not elect a Chairman or if the Chairman is absent from the meeting, the Chief Executive Offer, if present and a Director, or any other Director chosen by the

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Board of Directors, shall preside. In the absence of a Secretary, the person presiding over the meeting may appoint any Person to serve as secretary of the meeting.

(l) Unless otherwise restricted by law, the Board of Directors shall have the authority to fix the compensation of the Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or paid a stated salary or paid other compensation as Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Directors serving on special or standing committees may also be paid their expenses, if any, of and allowed compensation for attending committee meetings.

(m) Subject to the rights of holders of one or more future classes or series of Shares to elect or remove one or more Directors, any Director may be removed from office at any time, but only for cause and then only by the unanimous vote of the other Directors then in office. In addition, subject to the rights of holders of one or more future classes or series of Shares to elect or remove one or more Directors, the entire Board of Directors (but not less than the entire Board of Directors) may be removed from office at any time, but only for cause and then only by Share Super-Majority Approval. For the purpose of this paragraph, "cause" shall mean, with respect to any particular Director, incapacity, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such Director caused demonstrable, material harm to the Company through bad faith or active and deliberate dishonesty.

Section 7.2 CERTIFICATE OF FORMATION. The Certificate of Formation has been filed with the Secretary of State of Delaware as required by the Delaware LLC Act. The Board of Directors shall use all reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect to do business or own property. To the extent that the Board of Directors determines such action to be necessary or appropriate, the Board of Directors shall direct the appropriate Officers of the Company to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company may elect to do business or own property. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Shareholder.

Section 7.3 OFFICERS.

(a) The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. Such Persons so designated by the Board of Directors shall be referred to as "OFFICERS." Except as otherwise specifically provided in this Agreement and to the extent permitted by law, as near as practical, the authority, powers, functions and duties (including fiduciary duties) of the Officers shall be identical to the authority, powers, functions and duties (including fiduciary duties) of the officers of a business corporation organized under the Delaware General Corporation Law. Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this Section 7.3.

(b) The Officers of the Company shall include a Chief Executive Officer, a President, and a Secretary, and may also include a Chairman of the Board, a Vice Chairman, Chief Financial Officer, Chief Operating Officer, Treasurer, one or more Vice Presidents (who may be further classified by such descriptions as "executive," "senior," "assistant" or otherwise, as the Board of Directors shall

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determine), one or more Assistant Secretaries and one or more Assistant Treasurers. Officers shall be elected by the Board of Directors, from time as the Board of Directors considers appropriate. Each Officer shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Any number of offices may be held by the same Person. The compensation of Officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such Officers as may be designated by resolution of the Board of Directors.

(c) Any Officer may resign at any time upon written notice to the Company. Any Officer, agent or employee of the Company may be removed by the Board of Directors with or without cause at any time. The Board of Directors may delegate the power of removal as to officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person's contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Company shall not of itself create contract rights.

(d) Subject to the control of the Board of Directors and the executive committee (if any) of the Board of Directors, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of Directors, and he or she may delegate these powers; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company, and shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned by the Board of Directors.

(e) If elected, the Chairman of the Board shall have such powers and duties as are designated in this Agreement and as from time to time may be assigned by the Board of Directors.

(f) Unless the Board of Directors otherwise determines, the President shall have such powers and duties as are designated in accordance with this Agreement and as from time to time may be assigned by the Board of Directors.

(g) In the absence of the President, or in the event of the President's inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of uninterrupted time as a Vice President of the Company shall so act. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

(h) The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Company and shall have such other powers and duties as are designated in accordance with this Agreement and as from time to time may be assigned to the Treasurer by the Board of Directors. The Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Board of Directors. Each Assistant Treasurer shall have such powers and duties as are designated in accordance with this Agreement and as from time to time

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may be assigned by the Treasurer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that Officer's absence or inability or refusal to act.

(i) The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Shareholders and the Board of Directors. The Secretary shall have charge of the Company's minute books and shall perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. The performance of any such duty shall, in respect of any other Person dealing with the Company, be conclusive evidence of the power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign.

(j) Unless the Board of Directors otherwise determines and subject to such limitations as the Board of Directors may adopt, each Officer shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company. The Board of Directors may from time to time delegate all or a portion of the powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof.

(k) Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President or any Officer of the Company authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of shareholders of or with respect to any action of equity holders of any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other entities.

Section 7.4 OUTSIDE ACTIVITIES. Unless otherwise provided in a written agreement with the Company, notwithstanding any duty (including any fiduciary duty) that might otherwise exist in law or equity, it shall not be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Director for such Director or Affiliates of such Director to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; PROVIDED THAT no confidential information of the Company may be used by any such Person. Notwithstanding any duty (including any fiduciary duty) that might otherwise exist in law or equity, Directors shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to such Director or to Affiliates of such Director.

Section 7.5 RESOLUTION OF CONFLICTS OF INTEREST; STANDARDS OF CONDUCT AND MODIFICATION OF DUTIES.

(a) Unless otherwise expressly provided in this Agreement or required by the Delaware LLC Act, whenever a potential conflict of interest exists or arises between any Shareholder or an Affiliate thereof, and/or one or more Directors or their respective Affiliates and/or the Company, any resolution or course of action by the Board of Directors in respect of such conflict of interest shall be permitted and deemed approved by all Shareholders, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) approved by a Share Plurality (with interested Shareholders not counted for any purpose), or (ii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (iii) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). It shall be presumed that, in making its decision and notwithstanding that such decision may be interested, the Board of Directors acted properly and in accordance with its

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duties (including fiduciary duties), and in any proceeding brought by or on behalf of any Shareholder or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption by clear and convincing evidence.

Section 7.6 DUTIES OF OFFICERS AND DIRECTORS.

(a) Except as otherwise expressly provided in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders by the Officers and Directors shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders by its officers and directors, respectively.

(b) Each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company's Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person's professional or expert competence.

(c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Section 7.7 PURCHASE OR SALE OF COMPANY SECURITIES. The Board of Directors may cause the Company or its designee to purchase or otherwise acquire Shares or any other securities of the Company.

Section 7.8 RELIANCE BY THIRD PARTIES. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Board of Directors or any Officer as if it were the Company's sole party in interest, both legally and beneficially. Each Shareholder hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument executed and delivered on behalf of the Company by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

ARTICLE VIII

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RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES

Section 8.1 DEFINITIONS. For the purpose of this Article VIII, the following terms shall have the following meanings:

"CHARITABLE BENEFICIARY" shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 8.3(g), PROVIDED THAT each such organization must be described in Sections 501(c)(3), 170(b)(1)(A) (other than clause (vii) or (viii) thereof) and 170(c)(2) of the Code and contributions to each such organization must be eligible for deduction under each of Sections
170(b)(1)(A), 2055 and 2522 of the Code.

"CHARITABLE TRUST" shall mean any trust provided for in Section 8.2(a)(ii) and Section 8.3(a).

"CHARITABLE TRUSTEE" shall mean the Person, unaffiliated with the Company and a Prohibited Owner, that is appointed by the Company from time to time to serve as trustee of the Charitable Trust.

"CLOSING PRICE" with respect to Shares on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported on the principal consolidated transaction reporting system with respect to such Shares, or if such Shares are not listed or admitted to trading on any National Securities Exchange, the last sale price in the over-the-counter market, or if no trading price is available for such Shares, the fair market value of such Shares as determined in good faith by the Board of Directors.

"CONSTRUCTIVE OWNERSHIP" shall mean ownership of Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include any interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

"EXCEPTED HOLDER" shall mean a Shareholder for whom an Excepted Holder Limit is created by the Board of Directors pursuant to Section 8.2(g)(i).

"EXCEPTED HOLDER LIMIT" shall mean, provided that and only so long as the affected Excepted Holder complies with all of the requirements established by the Board of Directors pursuant to Section 8.2(g), and subject to adjustment pursuant to Section 8.2(g)(iv), the percentage limit established by the Board of Directors pursuant to Section 8.2(g).

"EXCLUDED HOLDER" shall mean any Person who acquires Constructive Ownership of Common Shares solely by reason of the Transfer of Common Shares in the Distribution and who, immediately following the Distribution, Constructively Owns Common Shares in excess of the Ownership Limit solely by reason of such Transfer of Common Shares in the Distribution.

"EXCLUDED HOLDER LIMIT" shall mean, with respect to any Excluded Holder, the Shares that such Excluded Holder was considered to Constructively Own immediately following the Distribution solely by reason of the Distribution (taking into account only such Shares and no other Shares as to which such Person may thereafter become, for any reason, the Constructive Owner); PROVIDED, HOWEVER, that (i) if the amount of Shares such Excluded Holder is considered to Constructively Own decreases by disposition or otherwise, but remains higher than the Ownership Limit, then such decreased amount shall become the Excluded Holder Limit, and (ii) if at any time the Excluded Holder

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Limit for any Excluded Holder would be less than the Ownership Limit, such Excluded Holder shall cease to be an Excluded Holder and the Ownership Limit shall thereafter apply to such Person.

"MARKET PRICE" on any date shall mean, with respect to any class or series of Shares, the Closing Price for such Shares on such date.

"OWNERSHIP LIMIT" shall mean (i) with respect to Common Shares, 9.8% (in value or number of shares, whichever is more restrictive) of the Outstanding Common Shares; and (ii) with respect to any other class or series of Shares, 9.8% (in value or number of shares, whichever is more restrictive) of the Outstanding Shares of such class or series.

"PERSON" shall have the meaning set forth in Section 1.1 and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act; provided, however, that the term "Person" shall not include any "group" as that term is used for purposes of Section 13(d)(3) of the Exchange Act, if such "group" would be an Excluded Holder (but any Person that is a member of such "group" shall still be considered to be a "Person" for purposes hereof).

"PROHIBITED OWNER" shall mean any Person who, but for the provisions of
Section 8.2(a), would Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the Record Holder of Shares that the Prohibited Owner would have so owned.

"TRANSFER" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event (or any agreement to take any such actions or cause any such events) that causes any Person to acquire Constructive Ownership of Shares or the right to vote or receive distributions on Shares, including without limitation, (a) the transfer of Shares to holders of common shares of HPT in the Distribution, (b) any change in the capital structure of the Company which has the effect of increasing the total equity interest of any Person in the Company, (c) a change in the relationship between two or more Persons which causes a change in ownership of Shares by application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code, (d) the grant or exercise of any option or warrant (or any disposition of any option or warrant, or any event that causes any option or warrant not theretofore exercisable to become exercisable), pledge, security interest or similar right to acquire Shares, (e) any disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right, and (f) transfers of interests in other entities that result in changes in Constructive Ownership of Shares, in

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each case, whether voluntary or involuntary, whether owned of record or Constructively Owned, and whether by operation of law or otherwise. The terms "Transferring" and "Transferred" shall have the correlative meanings.

Section 8.2 RESTRICTIONS ON OWNERSHIP AND TRANSFER OF SHARES.

(a) OWNERSHIP LIMITATIONS. Commencing on the Distribution Date:

(i) BASIC RESTRICTIONS. (A) No Person, other than an Excepted Holder or an Excluded Holder, shall Constructively Own Shares in excess of the Ownership Limit, (B) no Excepted Holder shall Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder, and (C) no Excluded Holder shall Constructively Own Shares in excess of the Excluded Holder Limit for such Excluded Holder.

(ii) TRANSFER IN TRUST. If any Transfer of Shares occurs (whether or not such Transfer is the result of a transaction entered into through the facilities of a National Securities Exchange or automated inter-dealer quotation system) which, if effective, would result in any Person Constructively Owning Shares in violation of Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable; (x) then that number of Shares the Constructive Ownership of which otherwise would cause such Person to violate Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C) (rounded upward to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 8.3, effective as of the close of business on the Business Day prior to the date of such Transfer (or as of the close of business on the Distribution Date as to any such Transfer that occurs on the Distribution Date), and such Person shall acquire no rights in such Shares; or (y) if the transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable, then, to the fullest extent permitted by law, the Transfer of that number of Shares that otherwise would cause any Person to violate Section 8.2(a)(i)(A), 8.2(a)(i)(B) or 8.2(a)(i)(C), as applicable, shall be void AB INITIO, and the intended transferee shall acquire no rights in such Shares.

(b) REMEDIES FOR BREACH. If the Board of Directors or any duly authorized committee thereof shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 8.2(a)(i) or that a Person intends to acquire or has attempted to acquire Constructive Ownership of any Shares in violation of Section 8.2(a)(i) (whether or not such violation is intended), the Board of Directors or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem Shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event (and such Person shall be liable, without limitation, for all costs in connection therewith and pursuant to Section 10.3); PROVIDED, HOWEVER, that any Transfer or attempted Transfer or other event in violation of Section 8.2(a)(i) shall automatically result in the transfer to the Charitable Trust described above, and, where applicable under
Section 8.2(a)(ii)(y) such Transfer (or other event) shall be void AB INITIO as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof.

(c) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts or intends to acquire Constructive Ownership of Shares that will or may violate
Section 8.2(a)(i), or any Person who would have owned Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 8.2(a)(ii)(x), shall immediately give written notice to the Company of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide

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to the Company such other information as the Company may request.

(d) OWNERS REQUIRED TO PROVIDE INFORMATION. Commencing on the Distribution Date, every Shareholder of record of more than five percent of the Outstanding Shares of any series or class, within 30 days after the end of each taxable year and also within 30 days after a request from the Company, shall give written notice to the Company stating the name and address of such owner, the number of Shares owned, and a description of the manner in which such Shares are held; PROVIDED THAT a Shareholder of record who holds Outstanding Shares as nominee for another Person, which other Person is required to include in gross income the distributions received on such Shares (an "ACTUAL OWNER"), shall give written notice to the Company stating the name and address of such Actual Owner and the number of Shares of such Actual Owner with respect to which the Shareholder of record is nominee. Each such Shareholder of record and each Actual Owner shall provide to the Company such additional information as the Company may request in order to ensure compliance with the Ownership Limit.

(e) AMBIGUITY. In the case of an ambiguity in the application of any of the provisions of this Section 8.2, Section 8.3 or any definition contained in
Section 8.1, the Board of Directors shall have the power to determine the application of the provisions of this Section 8.2 or Section 8.3 with respect to any situation based upon the facts known to it. If Section 8.2 or 8.3 requires an action by the Board of Directors and this Agreement does not contain a specific provision authorizing such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 8.1, Section 8.2 or Section 8.3.

(f) EXCEPTIONS.

(i) The Board of Directors, in its sole and absolute discretion, may grant to any Person who makes a request therefor (a "REQUESTING PERSON") an exception to the Ownership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, subject to the following conditions and limitations: (A) (1) the Board of Directors shall have determined, in its sole and absolute discretion, that the Requesting Person's ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Article VIII, taking into account any previously granted exceptions pursuant hereto) would not cause

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a default under the terms of any lease relating to real or personal property to which the Company is a party or reasonably expects to become a party, and (2) the Board of Directors shall have determined, in its sole and absolute discretion, and in the case of each individual Director, in his business judgment, that the Requesting Person's ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Article VIII, taking into account any previously granted exceptions pursuant hereto) is in the best interests of the Company, and (B) such Requesting Person provides to the Board of Directors, for the benefit of the Company such representations and undertakings, if any, as the Board of Directors may, in its sole and absolute discretion determine to be necessary in order for it to make the determination that the conditions set forth in clause (A) above of this Section 8.2(g)(i) have been and/or will continue to be satisfied (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Requesting Person with respect to the Constructive Ownership of one or more other classes or series of Shares not subject to the exception), and such Requesting Person agrees that any violation of such representations and undertakings or any attempted violation thereof will result in the application of the remedies set forth in Section 8.2(b) with respect to Shares held in excess of the Ownership Limit or the Excepted Holder Limit (as may be applicable) with respect to such Requesting Person (determined without regard to the exception granted such Requesting Person under this subparagraph (i)). If a member of the Board of Directors requests that the Board of Directors grant an exception pursuant to this subsection
(g) with respect to such member, or with respect to any other Person if such member of the Board of Directors would be considered to be the Constructive Owner of Shares owned by such other Person, such member of the Board of Directors shall not participate in the decision of the Board of Directors as to whether to grant any such exception.

(ii) In determining whether to grant any exemption pursuant to Section 8.2(f)(i), the Board of Directors may, but need not, consider, among other factors, (A) the general reputation and moral character of the Requesting Person, (B) whether ownership of Shares would be direct or through ownership attribution, (C) whether the Requesting Person's ownership of Shares would adversely affect the Company's ability to acquire additional properties or additional investments in other issuers, (D) whether granting an exemption for the Requesting Person requesting an exemption would adversely affect any of the Company's existing contractual arrangements, and (E) whether the Requesting Person to whom the exemption would apply is attempting to change control of the Company or affect its policies in a way which the Board of Directors, in its sole and absolute discretion, considers adverse to the best interest of the Company or the Shareholders. Nothing in this Section 8.2(f)(ii) shall be interpreted to mean that the Board of Directors may not act in its sole and absolute discretion in making any determination under Section 8.2(f)(i).

(iii) An underwriter or initial purchaser that participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Ownership Limit, but only to the extent necessary to facilitate such public offering or private placement as determined by the Board of Directors.

(iv) The Board of Directors may reduce the Excepted Holder Limit for an Excepted Holder only: (1) with the written consent of such Excepted Holder or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder.

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(v) To the fullest extent permitted by law, any determination made by the Board of Directors with respect to the provisions of Section 8.2(f) may be made without regard to any fiduciary or other duties that the Board of Directors may have to the Prohibited Owner or any other Person.

(g) INCREASE OR DECREASE IN OWNERSHIP LIMIT. The Board of Directors may from time to time increase or decrease the Ownership Limit, provided that any decrease may be made only prospectively as to subsequent holders (other than a decrease as a result of a retroactive change in existing law, in which case such change shall be effective immediately).

(h) LEGEND. Unless otherwise provided by the Board of Directors, each certificate for Shares (or securities exercisable for or convertible into Shares) shall bear a legend with respect to the restrictions contained in this Agreement in such form as shall be prescribed by the Board of Directors. Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a Shareholder on request and without charge.

(i) NO RECOURSE. A Prohibited Owner shall have no claim, cause of action or other recourse whatsoever against the purported transferor of Shares causing the violation of the restrictions set forth in Section 8.2(a).

Section 8.3 TRANSFER OF SHARES.

(a) OWNERSHIP IN TRUST. Upon any purported Transfer or other event described in Section 8.2(a)(ii) that would result in a transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries (except to the extent otherwise provided in
Section 8.3(e)). Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to any other purported Transfer or other event that otherwise results in the transfer to the Charitable Trust pursuant to Section 8.2(a)(ii) (or as of the close of business on the Distribution Date if such other purported Transfer or other event occurs on that date). The Charitable Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Company as provided in Section 8.3(g).

(b) STATUS OF SHARES HELD BY THE CHARITABLE TRUSTEE. Shares held by the Charitable Trustee shall be issued and Outstanding Shares of the Company. The Prohibited Owner shall (i) have no rights in the Shares held by the Charitable Trustee; (ii) not benefit economically from ownership of any Shares held in trust by the Charitable Trustee (except to the extent otherwise provided in
Section 8.3(e)); (iii) have no rights to dividends or other distributions; (iv) not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust; and (v) have no claim, cause of action or other recourse whatsoever against the purported transferor of such Shares.

(c) DIVIDEND AND VOTING RIGHTS. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary (except to the extent otherwise provided in Section 8.3(e)). Any dividend or other distribution paid prior to the discovery by the Company that Shares have been transferred to the Charitable Trustee shall be paid with respect to such Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other

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distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, effective as of the date that Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; PROVIDED, HOWEVER, that if the Company has already taken irreversible corporate action, then the Charitable Trustee shall not have the power to rescind and recast such vote. Notwithstanding the provisions of this Article VIII, until the Company has received notification that Shares have been transferred into a Charitable Trust, the Company shall be entitled to rely on its stock transfer and other Shareholder records for purposes of preparing lists of Shareholders entitled to vote at meetings, determining the validity and authority of proxies, and otherwise conducting votes of Shareholders.

(d) RIGHTS UPON LIQUIDATION. Upon any voluntary or involuntary liquidation, dissolution or winding up of or any distribution of the assets of the Company, the Charitable Trustee shall be entitled to receive, ratably with each other holder of Shares of the class or series of Shares that is held in the Charitable Trust, that portion of the assets of the Company available for distribution to the holders of such class or series (determined based upon the ratio that the number of Shares of such class or series of Shares held by the Charitable Trustee bears to the total number of Shares of such class or series of Shares then outstanding). The Charitable Trustee shall distribute any such assets received in respect of the Shares held in the Charitable Trust in any liquidation, dissolution or winding up or distribution of the assets of the Company, in accordance with Section 8.3(e).

(e) SALE OF SHARES BY CHARITABLE TRUSTEE.

(i) Within 20 days of receiving notice from the Company that Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust (together with the right to receive dividends or other distributions with respect to such Shares as to any Shares transferred to the Charitable Trustee as a result of the operation of Section 8.2(a)(ii)) to a Person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section
8.2(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 8.3(e).

(ii) A Prohibited Owner shall receive the lesser of (1) the net price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust, and (2) the net sales proceeds received by the Charitable Trustee from the sale or other disposition of the Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that Shares have been transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 8.3(e), such excess shall be paid to the Charitable Trustee upon demand.

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(f) PURCHASE RIGHT IN SHARES TRANSFERRED TO TRUSTEE. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise, gift or other such transaction, the Market Price per such Shares on the day of the event causing the Shares to be held in the Charitable Trust) and (ii) the Market Price per such Share on the date the Company, or its designee, accepts such offer. The Company shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section
8.3(e). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and the Charitable Beneficiary as provided in Section 8.3(e).

(g) DESIGNATION OF CHARITABLE BENEFICIARIES. By written notice to the Charitable Trustee, the Company shall designate from time to time one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) Shares held in the Charitable Trust would not violate the restrictions set forth in Section 8.2(a)(i) in the hands of such Charitable Beneficiary and (ii) contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 8.4 TRANSACTIONS ON A NATIONAL SECURITIES EXCHANGE. Nothing in this Article VIII shall preclude the settlement of any transaction entered into through the facilities of a National Securities Exchange or any automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article VIII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VIII.

Section 8.5 ENFORCEMENT. The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VIII (and such Person shall be liable, without limitation, for all costs incurred in connection therewith and pursuant to Section 10.3).

Section 8.6 NON-WAIVER. No delay or failure on the part of the Company or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Company or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 8.7 ENFORCEABILITY. If any of the restrictions on transfer of Shares contained in this Article VIII are determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Prohibited Owner may be deemed, at the option of the Company, to have acted as an agent of the Company in acquiring such Shares and to hold such Shares on behalf of the Company.

ARTICLE IX
VOTING RIGHTS OF SHAREHOLDERS; MEETINGS OF SHAREHOLDERS

Section 9.1 GENERAL.

(a) The provisions of this Article IX shall be subject to the requirements of the Exchange Act and any applicable Exchange Rule. If, in the Opinion of Counsel, any of such provisions are inconsistent with such requirements, such requirements shall supersede the provisions of this Agreement and the

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Board of Directors shall amend the provisions of this Article IX so as to make its provisions consistent with such requirements.

(b) Any matter, including the nomination of Directors, submitted by the Board of Directors to the Shareholders for approval, and any matter otherwise voted upon by the Shareholders and subject to the provisions of Section 5.5 (relating to the creation of new classes and series of Shares) and Section
7.1(m) (relating to the removal of Directors by the Shareholders), shall require the following vote by the Shareholders for approval: (i) the election of Directors nominated by the Board of Directors, a Share Majority; (ii) any other matter that has been approved previously by the Board of Directors, a Share Plurality; and (iii) any matter that has not been approved previously by the Board of Directors, a Share Separate Class Approval. There shall not be cumulative voting of Common Shares.

(c) All meetings of Shareholders shall be held at the principal executive office of the Company or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting. For purposes of determining the Shareholders entitled to notice of or to vote at a meeting of the Shareholders, the Board of Directors may set a Record Date. If no Record Date is fixed by the Board of Directors, the Record Date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the day next preceding the day on which notice is given. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment or postponement of the meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new Record Date for the adjourned or postponed meeting.

(d) An annual meeting of the Shareholders shall be called by the Board of Directors and shall be held on a date and at the time set by the Board of Directors. The Board of Directors shall cause at least 30 days notice to be given of an annual meeting of Shareholders.

(e) The Chairman of the Board, if any, or a majority of the entire Board of Directors may call a special meeting of the Shareholders. Subject to subsection
(f) and the last sentence of this subsection (e), a special meeting of Shareholders shall also be called by the Secretary of the Company upon the written request of Shareholders entitled to cast not less than the Special Meeting Percentage of all the votes entitled to be cast at such meeting. The "SPECIAL MEETING PERCENTAGE" shall be a majority or, to the extent permitted by any applicable Exchange Rule, such higher percentage as shall be specified from time to time by the Board of Directors; PROVIDED, HOWEVER, that in no case shall the Special Meeting Percentage be more than 75%. Nothing in this Agreement shall be construed to permit the Shareholders to cause a special meeting of the Shareholders to be called unless applicable law or Exchange Rule requires that the Shareholders be able to do so.

(f) Subject to the last sentence of subsection (e), any Shareholder of record seeking to have Shareholders request a special meeting shall, by sending written notice to the Secretary (the "RECORD DATE REQUEST NOTICE") by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the Shareholders entitled to request a special meeting (the "REQUEST RECORD DATE"). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more Shareholders of record as of the date of signature (or their duly authorized agents), shall bear the date of signature of each such Shareholder (or other agent) and shall set forth all information relating to each such Shareholder that must be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to the Exchange Act. Upon receiving the

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Record Date Request Notice, the Board of Directors may fix a Request Record Date and may also fix the Special Meeting Percentage for that meeting. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement of such Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the Secretary.

(g) Subject to the last sentence of subsection (e), in order for any Shareholder to request a special meeting, one or more written requests for a special meeting (the "SPECIAL MEETING REQUEST") signed by Shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage shall be delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the Secretary), shall bear the date of signature of each such Shareholder (or other agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Company's books, of each Shareholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class and number of Shares of the Company which are owned of record and beneficially by each such Shareholder, shall be sent to the Secretary by registered mail, return receipt requested, and must be received by the Secretary within 60 days after the Request Record Date. Any requesting Shareholder may revoke his request for a special meeting at any time by written revocation delivered to the Secretary.

(h) The Secretary shall inform the requesting Shareholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Company's proxy materials). The Secretary shall not be required to call a special meeting upon Shareholder request and such meeting shall not be held unless, in addition to the written requests required by subsection (g), the Secretary receives payment from the requesting Shareholders of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(i) Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the Officer who called the meeting, if any, and otherwise by the Board of Directors. In the case of any special meeting called by the Secretary upon the request of Shareholders (a "SHAREHOLDER REQUESTED MEETING"), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; (the "MEETING RECORD DATE"); provided, however that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the Secretary (the "DELIVERY DATE"), a date and time for a Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m., local time on the 90(th) day after the Meeting Record Date or, if such 90(th) day is not a Business Day, on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Shareholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Company. In fixing a date for any special meeting, the Chairman of the Board, if any, the President or the Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Shareholder Requested Meeting, if the Board

29

of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30(th) day after the Delivery Date shall be the Meeting Record Date.

(j) If at any time as a result of written revocations of requests for the special meeting, Shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast less than the Special Meeting Percentage shall have delivered and not revoked requests for a special meeting, the Secretary may refrain from mailing the notice of the meeting or, if the notice of the meeting has been mailed, the Secretary may revoke the notice of the meeting at any time not less than ten days before the meeting if the Secretary has first sent to all other requesting Shareholders written notice of such revocation and of intention to revoke the notice of the meeting. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

(k) The Chairman of the Board, if any, the President or the Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Company for the purpose of promptly performing a ministerial review of the validity of any Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such request shall be deemed to have been delivered to the Secretary until the earlier of (i) five Business Days after receipt by the Secretary of such request and (ii) such date as the independent inspectors certify to the Company that the Secretary has validly received requests signed by Record Holders (or their duly authorized agents) entitled to cast not less than the Special Meeting Percentage of all votes entitled to be cast at the meeting to be called pursuant to such requests. Nothing contained in this subsection (k) shall in any way be construed to suggest or imply that the Company or any Shareholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 9.2 NOTICE. Not less than ten nor more than 90 days before each meeting of Shareholders, the Secretary shall give to each Shareholder entitled to vote at such meeting and to each Shareholder not entitled to vote who is entitled to notice of the meeting written notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by recognized national courier service, by presenting it to such Shareholder personally, by leaving it at the Shareholder's residence or usual place of business or by any other means, including electronic delivery, permitted by the Delaware LLC Act, the Exchange Act and any applicable Exchange Rule. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Shareholder at the Shareholder's address as it appears on the records of the Company, with postage thereon prepaid. No business shall be transacted at a Shareholder Requested Meeting except as specifically designated in the notice.

Section 9.3 QUORUM; ORGANIZATION AND CONDUCt.

(a) QUORUM. A quorum for action at an annual or special meeting of Shareholders shall be the holders, present in person or by proxy, of a majority of the Outstanding Shares entitled to vote at the meeting; PROVIDED, HOWEVER, that a quorum for the approval of any proposal that requires a Share Separate Class Approval or a Share Super-Majority Approval shall be the holders of that number of each class and series of Shares required to approve the proposal in question.

(b) ORGANIZATION AND CONDUCT. Every meeting of Shareholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such

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appointment, by the Chairman of the Board, if there be one, or, in the case of the absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary, or, in the Secretary's absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the Shareholders, an Assistant Secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the Company, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Section 9.4 PROXIES. A Shareholder may cast the votes entitled to be cast by the Shares owned of record by the Shareholder in person or by proxy granted by the Shareholder or by the Shareholder's duly authorized agent in writing, by any means permitted by the Board of Directors or in any manner required by law. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary of the Company before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9.5 VOTING OF SHARES BY CERTAIN HOLDERS.

(a) For all purposes of this Agreement, Shares registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. For all purposes of this Agreement, any director or other fiduciary may vote stock registered in his name as such fiduciary, either in person or by proxy. Shares directly or indirectly owned by the Company shall not be voted at any meeting and shall not be counted in

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determining the total number of Outstanding Shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of Outstanding Shares at any given time.

(b) The Board of Directors may adopt by resolution a procedure by which a Shareholder may certify in writing to the Company that any Shares registered in the name of the Shareholder are held for the account of a specified person other than the Shareholder. The resolution shall set forth the class of Shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Company; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the Shareholder of record of the specified stock in place of the Shareholder who makes the certification.

Section 9.6 INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of Shares outstanding and the voting power of each, the Shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all Shareholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of Shares represented at the meeting and the results of the voting shall be PRIMA FACIE evidence thereof.

Section 9.7 ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR DIRECTOR AND OTHER SHAREHOLDER PROPOSALS.

(a) ANNUAL MEETINGS OF SHAREHOLDERS. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company's notice of meeting by or at the direction of the Board of Directors or (ii) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7.

(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(1), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for Shareholder action. To be timely, a Shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting; PROVIDED,

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HOWEVER, that in the event that the date of mailing of the notice for the annual meeting is more than thirty (30) days before or after such anniversary date, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of mailing of the notice for such annual meeting or the close of business on the tenth
(10th) day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder's notice as described above. Such Shareholder's notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person's name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition,
(iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company's stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the Nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder's notice.

For the purposes of this Section 9.7, "Shareholder Associated Person" of any Shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.

(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred
(100) days prior to the first anniversary of the date of mailing of notice for the preceding year's annual meeting, a Shareholder's notice required by this
Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal

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executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.

(b) SHAREHOLDER PROPOSALS CAUSING COVENANT BREACHES. At the same time as or prior to the submission of any Shareholder proposal of business to be conducted at an annual or special meeting that, if approved and implemented by the Company, would cause the Company to be in breach of any covenant of the Company in any existing or proposed debt instrument of the Company or agreement of the Company with any lender, the proponent Shareholder or Shareholders must submit to the Secretary at the principal executive offices of the Company (i) evidence satisfactory to the Board of Directors of the lender's willingness to waive the breach of covenant or (ii) a plan for repayment of the indebtedness to the lender and the payment of all related interest, prepayment premiums, breakage costs and other amounts due and payable in connection with such repayment satisfactory to the Board of Directors, specifically identifying the source of funds to be used in the repayment and related payments and presenting evidence satisfactory to the Board of Directors that the identified funds could be applied by the Company to the repayment.

(c) SHAREHOLDER PROPOSALS REQUIRING REGULATORY NOTICE, CONSENT OR APPROVAL. At the same time or prior to the submission of any Shareholder proposal of business to be conducted at an annual or special meeting that, if approved, could not be implemented by the Company without notifying or obtaining the consent or approval of any federal, state, municipal or other regulatory body, the proponent Shareholder or Shareholders must submit to the Secretary at the principal executive offices of the Company (i) evidence satisfactory to the Board of Directors that any and all required notices, consents or approvals have been given or obtained or (ii) a plan, satisfactory to the Board of Directors, for making the requisite notices or obtaining the requisite consents or approvals, as applicable, prior to the implementation of the proposal.

(d) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election to the Board of Directors may only be made at a special meeting of Shareholders at which directors are to be elected: (i) pursuant to the Company's notice of meeting for a meeting called by the Chairman or the Board of Directors by or at the direction of the Board of Directors or (ii) PROVIDED THAT the Board of Directors has determined that directors shall be elected at such special meeting, by any Shareholder of the Company who is a Shareholder of record both at the time of giving of notice provided for in this Section 9.7(d) and at the time of the special meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business and who complies with the notice procedures set forth in this Section 9.7(d). If, pursuant to the request of the Chairman, the President or a majority of the members of the Board of Directors, the Company calls a special meeting of Shareholders for the purpose of electing one or more directors to the Board of Directors, any such Shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company's notice of meeting, if the Shareholder's notice contains the information required by Section 9.7(a)(2) and the notice has been delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting nor later than the later of (x) the ninetieth (90th) day prior to such special meeting or (y) the tenth (10th) day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above.

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(e) GENERAL. (1) Upon written request by the Secretary or the Board of Directors or any committee thereof, any Shareholder proposing a nominee for election as a director or any proposal for other business at a meeting of Shareholders shall provide, within three business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory to the Secretary or the Board of Directors or any committee thereof, in his, her or its sole discretion, of the accuracy of any information submitted by the Shareholder pursuant to this Section 9.7. If a Shareholder fails to provide such written verification within such period, the Secretary or the Board of Directors or any committee thereof may treat the information as to which written verification was requested as not having been provided in accordance with the procedures set forth in this Section 9.7.

(2) Only such persons who are nominated in accordance with the procedures set forth in this Section 9.7 shall be eligible to serve as directors and only such business as shall have been brought before the meeting with the procedures set forth in this Section 9.7 shall be transacted at a meeting of Shareholders. The chairperson of the meeting shall have the power and duty to determine whether a nomination proposed to be made or any business proposed to be brought before the meeting was made at or brought before the meeting, as the case may be, in accordance with the procedures set forth in this Section 9.7 and, if any proposed nomination or business is not in compliance with this Section 9.7, to declare that such nomination or business is out of order and should be disregarded.

(3) For purposes of this Section 9.7, (a) the "date of mailing of the notice" shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (b) "public announcement" shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or (ii) in a document publicly filed by the Company with the Commission.

(4) The Company shall not be required to include in the Company's proxy statement a Shareholder nomination of one or more persons for election to the Board of Directors unless (i) such nomination has been properly made in accordance with the provisions of this Section 9.7 and (ii) the Board of Directors has endorsed such nomination. The Company shall not be required to include in the Company's proxy statement a Shareholder proposal other than a Board of Directors nomination unless (i) such proposal has been properly made in accordance with the provisions of this Section 9.7 and (ii) either the Board of Directors has endorsed such proposal or the proposal has been made by Shareholders holding not less than 25% of the Shares required to approve the proposal (or such lesser percentage as may be required by law). In addition, the Company shall not be required to include in the Company's proxy statement a Shareholder proposal of business to be brought before an annual or special meeting of Shareholders unless the proponent Shareholder or Shareholders shall have complied with (i) all applicable requirements of state and federal law and the rules and regulations thereunder, including without limitation Rule 14a-8 (or any successor provision) under the Exchange Act, and (ii) the applicable procedures and other requirements set forth in this Section 9.7. Nothing in this
Section 9.7 shall be deemed to affect any right of the Company to omit a Shareholder proposal from the Company's proxy statement under the Exchange Act, including without limitation nominations of persons for election to the Board of Directors and business to be brought before the Shareholders at an annual or special meeting of Shareholders. A Shareholder proposal properly made in accordance with the provisions of this Section 9.7 shall be considered at the meeting with respect to which it was made even if such proposal does not appear in the Company's proxy statement for that meeting.

(5) The Board of Directors may from time to time require any person nominated to serve on the Board of Directors to agree in writing with regard to matters of business ethics and confidentiality while such nominee serves as a Director, such agreement to be on the terms and in a form determined satisfactory by the Board of Directors, as amended and supplemented from time to time in the discretion

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of the Board of Directors. The terms of such agreement may be substantially similar to the Code of Business Conduct and Ethics of the Company or any similar code promulgated by the Company or may differ from or supplement such Code of Business Conduct and Ethics or other code.

Section 9.8 ACTIONS OF SHAREHOLDERS BY WRITTEN CONSENT. Any action required or permitted to be taken at a meeting of Shareholders may be taken without a meeting only by a unanimous written consent of the Shareholders entitled to vote on the matter which sets forth the action.

ARTICLE X
INDEMNIFICATION

Section 10.1 INDEMNIFICATION.

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement or in any Bylaws of the Company, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, whether or not by or in the right of the Company, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, in connection with any act or omission performed, or omitted to be performed, by such Indemnitee in good faith on behalf of or with respect to the Company or by reason of its status as an Indemnitee; PROVIDED THAT the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was unlawful.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10.1 in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this
Section 10.1.

(c) The indemnification, advancement of expenses and other provisions of this Section 10.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Shares entitled to vote on such matter, as a matter of law or otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Company may purchase and maintain insurance, on behalf of its Directors and Officers, and such other Persons as the Board of Directors shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company's activities or such Person's activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement or otherwise.

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(e) For purposes of the definition of Indemnitee in Section 1.1, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of his duties to the Company also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute "fines" within the meaning of this
Section 10.1; and action taken or omitted by such Indemnitee with respect to any employee benefit plan in the performance of such Indemnitee's duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in, or not opposed to, the best interests of the Company.

(f) Any indemnification pursuant to this Section 10.1 shall be made only out of the assets of the Company, it being agreed that the Shareholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 10.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement or applicable law.

(h) The indemnification, advancement of expenses and other provisions of this Section 10.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 10.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(j) The Company shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Company in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company.

(k) The provisions of this Article X shall be applicable to all claims, demands, actions, suits or proceedings made or commenced after the adoption thereof whether arising from acts or omissions to act occurring before or after its adoption.

Section 10.2 EXCULPATION OF LIABILITY.

(a) The personal liability of each member of its Board of Directors to the Company, its Shareholders or any other Person bound by this Agreement is hereby eliminated for monetary damages for breach of fiduciary duty as a Director; PROVIDED, HOWEVER, that, the foregoing shall not eliminate the liability of a director (i) for any breach of such director's duty of loyalty to the Company or the Shareholders as modified by this Agreement, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which such director derived an improper personal benefit.

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(b) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Shareholders or any other Person bound by this Agreement for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final, non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee's conduct was unlawful.

(c) The Board of Directors may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the Board of Directors shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the Board of Directors in good faith.

(d) The provisions of this Agreement, to the extent that they restrict or eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Shareholders to replace such other duties and liabilities of such Indemnitee.

(e) Any amendment, modification or repeal of this Section 10.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnitee and other protective provisions under this Section 10.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal.

Section 10.3. INDEMNIFICATION OF THE COMPANY. Each Shareholder will indemnify and hold harmless the Company (and any subsidiaries or affiliates thereof), from and against all costs, expenses, penalties, fines or other amounts, including, without limitation, attorneys' and other professional fees, whether third party or internal, arising from such Shareholder's breach of any provision of this Agreement or any Bylaws, including, without limitation, Sections 8.1 through 8.2 of Article VIII, and shall pay such indemnitee such amounts on demand, together with interest on such amounts, which interest will accrue at the lesser of 15% per annum compounded and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of repayment by the Company.

ARTICLE XI
BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 11.1 NO RIGHT OF INSPECTION OR ACCESS. Except as the Board of Directors may specify in one or more instances or categories, to the maximum extent permitted by Section 18-305(g) of the Delaware LLC Act, no Shareholder shall have the right to inspect, or obtain a copy of, any of the books and records of the Company, and no Shareholder shall have any right of access to any Director or Officer of the Company. Any right of inspection or access granted by the Board of Directors shall be subject to such restrictions, including confidentiality restrictions, as the Board of Directors may impose. The Company shall not be required to furnish any reports or other information to the Shareholders except as otherwise required by applicable law, rule or regulation.

ARTICLE XII
DISSOLUTION AND LIQUIDATION

Section 12.1 DISSOLUTION. The Company shall dissolve, and its affairs shall be wound up, only upon the first to occur of the following:

(a) an election to dissolve the Company by the Board of Directors that is approved by the holders of a Share Plurality;

(b) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company and the Company's Subsidiaries unless otherwise determined by the Board of Directors;

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(c) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware LLC Act; or

(d) the reduction of the number of Shareholders to zero.

Section 12.2 LIQUIDATOR. Upon dissolution of the Company, the Board of Directors shall select one or more Persons to act as Liquidator. The Liquidator (if other than the Board of Directors) shall be entitled to receive such compensation for its services as may be approved by holders of a Share Majority. The Liquidator (if other than the Board of Directors) shall agree not to resign at any time without 15 days' prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of a Share Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of a Share Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein.

Section 12.3 LIQUIDATION. The Liquidator shall proceed to dispose of the assets of the Company, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to the applicable provisions of the Delaware LLC Act.

Section 12.4 CANCELLATION OF CERTIFICATE OF FORMATION. Upon the completion of the distribution of Company cash and property as provided in Section 12.3 in connection with the liquidation of the Company, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

Section 12.5 RETURN OF CONTRIBUTIONS. No Shareholder, Director or Officer of the Company will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate, the return of any capital contributions of any Shareholder or Shareholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets.

Section 12.6 WAIVER OF PARTITION. To the maximum extent permitted by law, each Shareholder hereby waives any right to partition of the Company property.

Section 12.7 SPECIAL SHAREHOLDER VOTE. If the Shareholders are permitted by law to dissolve or liquidate the Company without the approval of the Board of Directors, the required vote therefor shall be a Share Super-Majority Approval.

ARTICLE XIII
AMENDMENT OF AGREEMENT

Section 13.1 AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT.

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(a) GENERAL AMENDMENTS. Except as provided in Section 13.1(b), the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 13.1(a). If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 13.1(b), then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the Shareholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the Shareholders. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. In the event that applicable law requires that amendments may be proposed by the Shareholders, such amendments may be proposed only by the holders of the percentage of Shares specified by law or if no such percentage is specified then by the holders of 25% of the Outstanding Shares; in addition, no such proposal shall be considered unless such proposal has been properly made in accordance with the provisions of Section 9.7. A special or annual meeting to consider any such proposal shall be called and held upon notice in accordance with Article IX of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Shareholders entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval in accordance with the provisions of
Section 9.1(b).

(b) AMENDMENTS TO BE ADOPTED SOLELY BY THE BOARD OF DIRECTORS. Notwithstanding Section 13.1(a), the Board of Directors, without the approval or any other action of any Shareholder, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(i) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(ii) the admission, substitution, resignation or removal of Shareholders in accordance with this Agreement;

(iii) a change that the Board of Directors determines (A) does not adversely affect the Shareholders (including any particular class or series of Shares as compared to other classes or series of Shares) in any material respect, (B) to be necessary or appropriate to (1) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware LLC Act) or (2) facilitate the trading of the Shares (including the division of any class or series of Outstanding Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of Shares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Common Shares or other securities of the Company are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Shareholders, (C) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement or (D) is required or desired to correct any ambiguity or mistake in this Agreement determined to be such by the Board of Directors;

(iv) a change in the fiscal year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company including, if the Board of Directors shall so determine, a change in the definition of "Quarter";

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(v) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Shares or other securities of the Company pursuant to Section 5.3;

(vi) an amendment that the Board of Directors, in its sole discretion, determines to be necessary or appropriate to implement a defensive shareholder rights plan similar to a shareholder rights plan, or "poison pill," for corporations, including the issuance of a dividend of rights to each Shareholder that would become exercisable if any Person or group (an "ACQUIRING PERSON") acquires ownership in excess of a specified percentage of the Outstanding Shares or initiates a tender offer for in excess of that specified percentage of the Outstanding Shares; and the provisions of such a plan may include provisions that delegate all or certain decisions to Directors who have specified qualifications, including a lack of a relationship to the Acquiring Person and/or specified tenure on the Board of Directors;

(vii) any amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;

(viii) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

(ix) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company in, any corporation, partnership, joint venture, limited liability company or other entity; or

(x) any other amendments substantially similar to the foregoing.

Section 13.2 AMENDMENT REQUIREMENTS.

(a) Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would reduce such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Shareholder without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.2(c), (ii) change Section 12.1(a),
(iii) give any Person the right to dissolve the Company other than in accordance with Section 12.1 or (iv) change the term of existence of the Company.

(c) Except as provided in Section 14.3, and without limitation of the Board of Directors' authority to adopt amendments to this Agreement without the approval of any Shareholders as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Shares in relation to other classes of Shares must be approved by the holders of not less than a majority of the Outstanding Shares of the class affected.

ARTICLE XIV
MERGER, CONSOLIDATION OR CONVERSION

Section 14.1 AUTHORITY. The Company may merge or consolidate with one or more limited liability companies or "other business entities" as defined in the Delaware LLC Act, or convert into another

41

entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written agreement of merger or consolidation ("MERGER AGREEMENT") or a written plan of conversion ("PLAN OF CONVERSION"), as the case may be, in accordance with this Article XIV.

Section 14.2 PROCEDURE FOR MERGER, CONSOLIDATION OR CONVERSION. Merger, consolidation or conversion of the Company pursuant to this Article XIV requires the prior approval of the Board of Directors.

(a) If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the Merger Agreement, which shall set forth:

(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the "SURVIVING BUSINESS ENTITY");

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of canceling the rights or securities of, or interests in, each constituent entity or of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and

(vii) such other provisions with respect to the proposed merger or consolidation that the Board of Directors determines to be necessary or appropriate.

(b) If the Board of Directors shall determine to consent to the conversion, the Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Section 14.3 APPROVAL BY SHAREHOLDERS OF MERGER, CONSOLIDATION OR CONVERSION.

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(a) Except as provided in Section 14.3(d), the Board of Directors, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or Plan of Conversion, as applicable, be submitted to a vote of Shareholders, whether at an annual meeting or a special meeting, in either case in accordance with the requirements of Article IX. A copy or a summary of the Merger Agreement or Plan of Conversion, as applicable, shall be included in or enclosed with the notice of meeting.

(b) Except as provided in Section 14.3(d), the Merger Agreement or Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of the holders of a Share Plurality.

(c) Except as provided in Section 14.3(d), after such approval by vote or consent of the Shareholders, and at any time prior to the filing of the certificate of merger or a certificate of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned or amended pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

(d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the Board of Directors is permitted without Shareholder approval to create, dissolve, merge, consolidate or convert the Company or any Subsidiary, or convey all of the Company's assets to another limited liability entity, if the principal purpose of such action, as determined by the Board of Directors, is to effect a change in the legal form of the Company's business, including to change the Company into a corporation, limited partnership, trust or other legal entity, to change the jurisdiction of organization of the Company or any combination of the foregoing.

(e) Notwithstanding anything else contained in this Article XIV or in this Agreement, the Board of Directors is permitted without Shareholder approval to mortgage, sell and leaseback, pledge, hypothecate, or grant a security interest in, some, all or substantially all of the assets of the Company or the Company's Subsidiaries and permit the sale upon foreclosure or other realization of such an encumbrance.

(f) Shareholders are not entitled to dissenters' rights of appraisal in the event of a merger, consolidation or conversion involving the Company, a sale of all or substantially all of the assets of the Company or the Company's Subsidiaries, or any other transaction or event.

Section 14.4 CERTIFICATE OF MERGER OR CONVERSION. Upon the required approval by the Board of Directors and the Shareholders (if required) of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or consolidation or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware LLC Act.

Section 14.5 BUSINESS COMBINATION LIMITATIONS. Notwithstanding any other provision of this Agreement, but in addition to the transfer restrictions contained in this Agreement, with respect to any "Business Combination" (as such term is defined in Section 203 of the Delaware General Corporation Law), the provisions of Section 203 of the Delaware General Corporation Law shall be applied with respect to the Company as though the Company were a Delaware corporation, the Shareholders were stockholders of such corporation and the Board of Directors was the board of directors of such corporation. Any amendment of this Section shall be governed by Article XIII.

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ARTICLE XV
GENERAL PROVISIONS

Section 15.1 FISCAL YEAR. The fiscal year of the Company shall be a fiscal year ending December 31 or as otherwise determined by the Board of Directors.

Section 15.2 ADDRESSES AND NOTICES. Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Shareholder under this Agreement shall be in writing and shall be deemed given or made when delivered in person, by mail, by recognized national courier service, by presenting it to such Shareholder personally, by leaving it at the Shareholder's residence or usual place of business or by any other means, including electronic delivery, permitted by the Delaware LLC Act, the Exchange Act and any applicable Exchange Rule. Any notice to the Company shall be deemed given if received by the Secretary at the principal office of the Company designated by the Board of Directors. The Board of Directors and the Officers may rely and shall be protected in relying on any notice or other document from a Shareholder or other Person if believed by it to be genuine.

Section 15.3 BYLAWS. The Board of Directors is authorized to adopt Bylaws governing the affairs of the Company provided that such Bylaws are not inconsistent with this Agreement.

Section 15.4 FURTHER ACTION. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.5 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.6 INTEGRATION. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.7 CREDITORS. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

Section 15.8 WAIVER. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.9 COUNTERPARTS. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Share, as otherwise provided in this Agreement.

Section 15.10 APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws.

Section 15.11 INVALIDITY OF PROVISIONS. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

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Section 15.12 CONSENT OF SHAREHOLDERS. Each Shareholder hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken without the consent of Shareholders or upon the affirmative vote or consent of less than all of the Shareholders, such action may be so taken without the consent of Shareholders or upon the concurrence of less than all of the Shareholders and each Shareholder shall be bound by the results of such action.

Section 15.13 SIGNATURES. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Company on certificates representing Shares is expressly permitted by this Agreement. Any Board of Directors or Shareholder written consent or approval may be evidenced by faxed signatures or other electronic representation delivered to the Secretary.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have executed or have otherwise become bound by this Agreement as of the date first written above. 

-------------------------------------------------------------------------------
INITIAL SHAREHOLDER:                     ADDITIONAL SHAREHOLDERS:

HOSPITALITY PROPERTIES TRUST             All Shareholders hereafter admitted as
                                         Shareholders of the Company pursuant
                                         to the Distribution or otherwise
By: _____________________________        in accordance with this Agreement.
    Name:
    Title:
-------------------------------------------------------------------------------

Exhibit 5.1

[Letterhead of Richards, Layton & Finger, P.A.]

January 12, 2007

TravelCenters of America LLC
c/o Hospitality Properties Trust
400 Centre Street
Newton, MA 02458

Re: TravelCenters of America LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for TravelCenters of America LLC, a Delaware limited liability company (the "Company"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of copies of the following:

(a) The Certificate of Formation of the Company, dated October 10, 2006 (the "LLC Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on October 10, 2006;

(b) The Limited Liability Company Agreement of the Company, dated as of October 10, 2006, entered into by Hospitality Properties Trust, a Maryland real estate investment trust ("HPT");

(c) The Transfer of Interest between HPT and HPT TA Properties Trust, a Maryland real estate investment trust ("HPT TA");

(d) A form of the Amended and Restated Limited Liability Company Agreement of the Company (the "LLC Agreement"), to be entered into by HPT together with other Persons who become members of the Company, attached as an exhibit to the Registration Statement (as defined below);

(e) A form of Transaction Agreement to be entered into by and among HPT, HPT TA, HPT TA Properties LLC, the Company, and REIT Management and Research
LLC;

(f) Amendment No. 1 to the Registration Statement on Form S-1, as filed by the Company with the Securities and Exchange Commission on or about January 12, 2007 (the "Registration Statement"), including a related prospectus ("Prospectus"), relating to the limited liability company interests to be distributed by HPT (each, a "Common Share" and collectively, the "Common Shares"); and

(g) A Certificate of Good Standing for the Company, dated January 12, 2007, obtained from the Secretary of State;

Capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (g) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (g) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, and (ii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the LLC Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of members to, and the creation, operation, management and termination of, the Company and that the LLC Agreement and the LLC Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) that each natural person who is a signatory to the documents examined by us has the requisite legal capacity, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) that HPT TA transferred its entire limited liability company interest to HPT and, in connection therewith, HPT was admitted to the Company as a member of the Company, HPT TA ceased to be a member of the Company, and the Company was continued without

2

dissolution, (vii) the receipt by each Person to whom a Common Share is to be issued by the Company (each, a "Shareholder" and collectively, the "Shareholders") of a certificate in the form of the certificate contemplated by the LLC Agreement evidencing the Common Shares and the consideration for the Common Shares acquired by it, in accordance with the LLC Agreement and the Registration Statement, (viii) that the books and records of the Company set forth the names and addresses of all Shareholders to be admitted as members of the Company and the dollar value of each of the Shareholder's deemed contribution to the Company, and (ix) that the Common Shares are issued and sold to the Shareholders in accordance with the Registration Statement and the LLC Agreement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. Sections 18-101, et seq.).

2. The Common Shares will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable limited liability company interests in the Company.

3. The Shareholders shall not be obligated personally for any of the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise solely by reason of being a member of the Company, except as a Shareholder may be obligated to repay any funds wrongfully distributed to it. We note that the Shareholders may be obligated to make payments as set forth in the LLC Agreement.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations

3

of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

BJK

EXHIBIT 8.1

January [ ], 2007

TravelCenters of America LLC
400 Centre Street
Newton, Massachusetts 02458

Ladies and Gentlemen:

The following opinion is furnished to TravelCenters of America LLC, a Delaware limited liability company (the "Company"), to be filed with the Securities and Exchange Commission (the "SEC") as Exhibit 8.1 to the Company's Registration Statement on Form S-1, File No. 333-139272 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act").

We have acted as counsel for the Company in connection with the Registration Statement, and we have reviewed originals or copies of such legal records, certificates and statements of officers and accountants of the Company, of such legal records, certificates and statements of officers and accountants of Hospitality Properties Trust, a Maryland real estate investment trust ("Hospitality Trust"), and of public officials and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the agreement and plan of merger by and among TravelCenters of America, Inc., Hospitality Trust, HPT TA Merger Sub Inc. and Oak Hill Capital Partners; (ii) the transaction agreement by and among Hospitality Trust, HPT TA Properties Trust, HPT TA Properties LLC, the Company, and Reit Management & Research LLC; (iii) the amended and restated limited liability company operating agreement of the Company; (iv) the amended and restated declaration of trust and the amended and restated by-laws of Hospitality Trust, each as amended to date, and in the case of the declaration of trust, as supplemented, and (v) the section of the Registration Statement captioned "Federal Income Tax Considerations".

The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury Regulations issued thereunder, published administrative interpretations

TravelCenters of America LLC
January [ ], 2007

Page 2

thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, "Tax Laws"). No assurance can be given that Tax Laws will not change. In preparing the discussions with respect to Tax Laws matters in the section of the Registration Statement captioned "Federal Income Tax Considerations", we have made certain assumptions therein and expressed certain conditions and qualifications therein, all of which assumptions, conditions and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy and completeness of: (i) the information set forth in the Registration Statement; and (ii) representations made to us by officers of the Company, made to us by officers of Hospitality Trust, or contained in the Registration Statement, in each such instance without regard to qualifications such as "to the best knowledge of" or "in the belief of". We have not independently verified such information.

We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Registration Statement have been consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.

Based upon and subject to the foregoing, we are of the opinion that the discussions with respect to Tax Laws matters in the section of the Registration Statement captioned "Federal Income Tax Considerations" in all material respects are accurate and fairly summarize the Tax Laws issues addressed therein, and hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matter thereof.

Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in Tax Laws.

This opinion is intended solely for the benefit and use of the Company, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by law) without our prior written consent. We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

SULLIVAN & WORCESTER LLP

EXHIBIT 10.1
TRANSACTION AGREEMENT

by and among

HOSPITALITY PROPERTIES TRUST,

HPT TA PROPERTIES TRUST,

HPT TA PROPERTIES LLC,

TRAVELCENTERS OF AMERICA LLC

and

REIT MANAGEMENT & RESEARCH LLC

_____________, 2007

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT is made _____________, 2007, by and among (a) HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, "HPT"); (b) HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (including its successors and permitted assigns, "HPT TRUST LANDLORD"); (c) HPT TA PROPERTIES LLC, a Maryland limited liability company (including its successors and permitted assigns, "HPT LLC LANDLORD" and together with HPT Trust Landlord, "HPT LANDLORD"); (d) TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (including its successors and permitted assigns, "TCA LLC"); and (e) REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company (including its successors and permitted assigns, "RMR").

PRELIMINARY STATEMENTS

A. HPT entered into an Agreement and Plan of Merger, dated as of September 15, 2006 (as amended and in effect from time to time, the "TCA MERGER AGREEMENT"), with TravelCenters of America, Inc., a Delaware corporation (including its successor upon conversion to a limited liability company as contemplated by SECTION 2.3(a), "TCA"), HPT TA Merger Sub Inc., a Delaware corporation ("HPT MERGER SUB") and Oak Hill Capital Partners, L.P., a Delaware limited partnership ("OAK HILL"), pursuant to which HPT has agreed to acquire TCA through a reverse triangular merger with HPT Merger Sub merging with and into TCA (the "TCA MERGER"), subject to and upon the terms and conditions set forth in the TCA Merger Agreement. Immediately following the TCA Merger, but immediately prior to the Distribution (defined below), TCA will be a wholly owned subsidiary of TCA LLC, and each of TCA LLC and HPT Trust Landlord will be a wholly owned subsidiary of HPT.

B. TCA and its subsidiaries own and operate hospitality, fuel and service areas along the North American highway system (the "TRAVEL CENTER FACILITIES").

C. The Board of Trustees of HPT has determined that it is in the best interests of HPT and its shareholders to cause, in each case with effect immediately following the TCA Merger, (i) the Landlord Properties (defined below) with respect to the 146 Travel Center Facilities to be transferred to HPT Landlord and leased to TCA Tenant (defined below), and (ii) 100% of the membership interests in TCA LLC to be distributed to the holders of HPT Common Shares (defined below) as a special distribution.

D. RMR currently provides certain services to HPT, and the parties desire that RMR provide similar services to TCA LLC as well.

E. In connection with the foregoing, the parties wish to define certain rights and obligations in connection with their businesses.

NOW, THEREFORE, it is agreed:

SECTION 1 DEFINITIONS

1.1 DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below:

(1) "ACTION": any litigation or legal or other actions, arbitrations, counterclaims, investigations, proceedings, requests for material information by or pursuant to the order of any Governmental Authority, or suits, at law or in arbitration or equity commenced by any Person.

(2) "AFFILIATED PERSON": with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and
(e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

(3) "AGENT": Wells Fargo Bank, N.A., the distribution agent appointed by HPT to distribute the TCA LLC Shares to holders of HPT Common Shares pursuant to the Distribution.

(4) "AGREEMENT": this Transaction Agreement, together with the Schedules and Exhibits hereto, as amended in accordance with the terms hereof.

(5) "BENEFITED PARTIES": the meaning given in SECTION 3.1.

(6) "BUSINESS DAY": any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

(7) "CASH CONTRIBUTION AMOUNT": an amount in cash equal to $200,000,000 MINUS the Net Working Capital of TCA LLC on the TCA Closing Date (determined after giving effect to the transfers contemplated by Section 2.3(c)).

(8) "CHANGE IN CONTROL": (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of TCA Tenant or any TCA Guarantor, as the case may be, or the power to direct the management and policies of TCA Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of TCA Tenant or any TCA Guarantor with or into any other Person (other than the merger or consolidation of any Person into TCA Tenant or any TCA Guarantor that does not result in a Change in Control of TCA Tenant or such TCA Guarantor under clauses (a),

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(c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of TCA Tenant or any TCA Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the Commencement Date) constituted the board of directors of TCA Tenant or any TCA Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of TCA Tenant or such TCA Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of TCA Tenant or any TCA Guarantor then in office.

(9) "CHARTER": with respect to any Entity, its constituent governing documents, including, by way of example, its certificate of incorporation and by-laws (if a corporation), its operating agreement and certificate of formation (if a limited liability company), its declaration of trust and by-laws (if a real estate investment trust) or its limited partnership agreement and certificate of limited partnership (if a limited partnership).

(10) "CLOSING BALANCE SHEET": the meaning given in SECTION 2.4.

(11) "CLOSING NET WORKING CAPITAL": the meaning given in SECTION 2.4

(12) "CODE": the United States Internal Revenue Code of 1986, as from time to time in effect, and any successor law, and any reference to any statutory provision shall be deemed to be a reference to any successor statutory provision.

(13) "CONTRACT": any lease, contract, instrument, license, agreement, sales order, purchase order, open bid or other obligation or commitment (whether or not written) and all rights and obligations therein.

(14) "COVERED LIABILITIES": the meaning given in SECTION 4.1.

(15) "DISTRIBUTION": the meaning given in SECTION 2.3(i).

(16) "DISTRIBUTION RATIO": the meaning given in SECTION 2.3(i).

(17) "ENTITY": any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

(18) "ENVIRONMENTAL LAWS": all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Governmental Authorities, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including

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common law rulings and determinations, relating to the Environment, including, without limitation, all valid and lawful requirements of courts and other Governmental Authorities pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

(19) "ENVIRONMENT": means soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.

(20) "EXCHANGE": the meaning given in SECTION 2.2(b).

(21) "EXCHANGE ACT": the Securities Exchange Act of 1934, and the rules and regulations of the SEC thereunder, all as from time to time in effect.

(22) "FIXTURES": the meaning given such term in SECTION 1.1(41)(d) .

(23) "FVE": the meaning given in SECTION 3.1.

(24) "GAAP": generally accepted accounting principles as in effect from time to time.

(25) "GOVERNMENTAL AUTHORITY": any court, agency, authority, board (including, without limitation, environmental protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over TCA Tenant or any Landlord Property, or any portion thereof, or any Travel Center operated thereon.

(26) "HAZARDOUS SUBSTANCES": means any substance:

(A) the presence of which requires or may hereafter require notification, investigation or remediation under any Environmental Law; or

(B) which is or becomes defined as a "hazardous waste", "hazardous material" or "hazardous substance" or "pollutant" or "contaminant" under any Environmental Law including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 ET SEQ.) and the Resource Conservation and Recovery Act

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(42 U.S.C. Section 6901 ET SEQ.) and the regulations promulgated thereunder; or

(C) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Authority; or

(D) the presence of which on the relevant property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such property, or any portion thereof, or to the health or safety of persons; or

(E) which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(F) which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(G) which contains or emits radioactive particles, waves or material.

(27) "HPT": the meaning given in the preamble to this Agreement.

(28) "HPT COMMON SHARES": the common shares of beneficial interest, $.01 par value, of HPT.

(29) "HPT GROUP": HPT and each Entity (i) whose income is included in the federal income Tax Return Form 1120-REIT with HPT as the parent or in the consolidated federal income Tax Return Form 1120 of HPT TRS, Inc. (employer identification number 04-3548096), a Delaware corporation, as the common parent or (ii) that is a Subsidiary of HPT; provided, in each case, that no member of the TCA LLC Group shall be included therein for any period, except that TA Licensing shall be a member of the TCA LLC Group only in respect of activities and events up until and including the consummation of the TCA Merger, and TA Licensing shall be a member of the HPT Group in respect of all activities and events thereafter.

(30) "HPT INDEMNIFIED PARTIES": the meaning given in SECTION 4.2.

(31) "HPT LANDLORD": the meaning given in the preamble to this Agreement.

(32) "HPT LLC LANDLORD": the meaning given in the preamble to this Agreement.

(33) "HPT MERGER SUB": the meaning given in the Preliminary Statements to this Agreement.

(34) "HPT TRUST LANDLORD": the meaning given in the preamble to this Agreement.

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(35) "HRPT": the meaning given in SECTION 3.1.

(36) "IMMEDIATE FAMILY": with respect to any individual, such individual's spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

(37) "INCOME TAXES": any and all Taxes to the extent based upon or measured by net income (regardless of whether denominated as an "income tax," a "franchise tax" or otherwise), imposed by any Taxing Authority, together with any related interest, penalties or other additions thereto.

(38) "LAND": the meaning given in SECTION 1.1(41)(A).

(39) "LANDLORD IMPROVEMENTS": the meaning given in SECTION 1.1(41)(B).

(40) "LANDLORD INTANGIBLE PROPERTY": all transferable or assignable agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Landlord Properties, or any portion thereof; all books, records and files relating to the leasing, maintenance, management or operation of the Landlord Properties, or any portion thereof; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Landlord Properties; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character with respect to the Landlord Properties.

(41) "LANDLORD PROPERTIES": collectively, all right, title and interest in and to all of the following:

(A) those certain tracts, pieces and parcels of land, as more particularly described in SCHEDULE 1.1(41)(A) attached hereto and made a part hereof (the "LAND");

(B) all buildings, structures and other improvements of every kind including, but not limited to, underground storage tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the "LANDLORD IMPROVEMENTS");

(C) all easements, rights and appurtenances relating to the Land and the Landlord Improvements;

(D) all equipment, machinery and fixtures integral to the operation of the Landlord Improvements, and other items of property now or hereafter permanently affixed or integral to or incorporated into the Landlord Improvements, including, without limitation, all furnaces, boilers, heaters,

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electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of TCA Personal Property (collectively, the "FIXTURES");

(E) all of the Landlord Intangible Property;

(F) any and all leases of space in the Landlord Improvements; and

(G) all of the Trademarks, whether or not used at or on any Landlord Property;

PROVIDED, HOWEVER, that Landlord Properties shall not, in any event, include (x) refunds in respect of property tax or other liabilities for which TCA Tenant is liable under the TCA Properties Lease with respect to any Landlord Property, or any other refunds for amounts paid prior to the TCA Closing Date or (y) the Retained Buildings.

(42) "LANDLORD PROPERTY": those portions of the Landlord Properties that, as of the TCA Closing Date, relate to any single Travel Center.

(43) "LANDLORD REAL PROPERTIES": those portions of the Landlord Properties described in items 1.1(41)(A) through 1.1(41)(D) above.

(44) "LEASE TERMINATION DATE": the meaning given in SECTION 3.3.

(45) "LIABILITY": any and all debts, liabilities and obligations, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses relating thereto, and including those debts, liabilities and obligations arising under any law, rule, regulation, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking.

(46) "NET WORKING CAPITAL": the current assets less the current liabilities of TCA LLC and its Subsidiaries, all as determined in accordance with GAAP.

(47) "OAK HILL": the meaning given in the Preliminary Statements to this Agreement.

(48) "OTHER TAXES": all Taxes other than Income Taxes.

(49) "PARENT": with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

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(50) "PERSON": any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

(51) "PRE-EXISTING ENVIRONMENTAL CONDITION": with respect to any Landlord Property, any condition, known or unknown, that existed on the TCA Closing Date in violation of Environmental Laws.

(52) "RECORD DATE": the date determined by the Board of Trustees of HPT or an authorized committee thereof as the record date for the Distribution.

(53) "RELEVANT PROPERTIES": the meaning given in SECTION 3.1.

(54) "RETAINED BUILDINGS": the buildings located on the Landlord Real Properties described on SCHEDULE 1.1(54).

(55) "RMR": the meaning given in the preamble to this Agreement.

(56) "SEC": the United States Securities and Exchange Commission.

(57) "SECURITIES ACT": the Securities Act of 1933, and the rules and regulations of the SEC thereunder, all as from time to time in effect.

(58) "SEPARATE COUNSEL": the meaning given in SECTION 4.3(b).

(59) "SERVICES AGREEMENT": the meaning given in SECTION 2.3(e).

(60) "SNH": the meaning given in SECTION 3.1.

(61) "SUBSIDIARY": with respect to any Person, any Entity (a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

(62) "TA FRANCHISE": TA Franchise Systems Inc., a Delaware corporation (and its successor upon conversion to a limited liability company as contemplated by
Section 2.3(a)), and a wholly owned subsidiary of TCA.

(63) "TA LICENSING": TA Licensing, Inc., a Delaware corporation, and a wholly owned indirect subsidiary of TCA prior to the consummation of the TCA Merger.

(64) "TA OPERATING": TA Operating Corporation, a Delaware corporation (and its successor upon conversion to a limited liability company as contemplated by
Section 2.3(a)), and a wholly owned subsidiary of TCA.

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(65) "TAX" or "TAXES": any net income, gross income, gross receipts, sales, use, excise, franchise, transfer, payroll, premium, property or windfall profits tax, alternative or add-on minimum tax, or other tax, fee or assessment, together with any interest and any penalty, addition to tax or other additional amount imposed by any Taxing Authority, whether any such tax is imposed directly or through withholding.

(66) "TAX CONTESTS": the meaning given in SECTION 5.5.

(67) "TAX RETURNS": all returns, reports, estimates, information statements, declarations and other filings relating to, or required to be filed by any taxpayer in connection with, its liability or reporting for, or its payment or receipt of any refund of, any Tax.

(68) "TAXING AUTHORITIES": the United States Internal Revenue Service (or any successor authority) and any other domestic or foreign Governmental Authority responsible for the administration of any Tax.

(69) "TCA": the meaning given in the Preliminary Statements to this Agreement.

(70) "TCA ASSETS": the assets of TCA LLC and its Subsidiaries.

(71) "TCA BUSINESS": the businesses conducted from time to time by TCA LLC and its Subsidiaries.

(72) "TCA CLOSING": the Closing under (and as defined in) the TCA Merger Agreement.

(73) "TCA CLOSING DATE": the Closing Date under (and as defined in) the TCA Merger Agreement.

(74) "TCA GUARANTOR": collectively, TCA LLC, TCA, TA Operating, TA Franchise and each and every other guarantor of TCA Tenant's obligations under the TCA Properties Lease, and each such guarantor's successors and assigns, jointly and severally.

(75) "TCA LIABILITIES": all Liabilities (i) arising out of or in connection with any of the TCA Assets (including in any event any assets owned by TCA or its Subsidiaries prior to the TCA Closing) or the TCA Business, whether arising before or after the TCA Closing Date (subject, however, to SECTION 3.8 hereof ) or (ii) of TCA Tenant under the TCA Properties Lease, including all Liabilities that TCA Tenant has assumed or agreed to pay or perform under the TCA Properties Lease.

(76) "TCA LLC": the meaning given in the preamble to this Agreement.

(77) "TCA LLC GROUP": TCA LLC and each Entity (i) that is a Subsidiary of TCA LLC at or after the time of the Distribution, and (ii) any predecessor Entity of such Subsidiary (including TCA and its Subsidiaries prior to their conversion to limited

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liability companies pursuant to SECTION 2.3(A)); provided that TA Licensing shall be a member of the TCA LLC Group in respect of activities and events up until and including the consummation of the TCA Merger, and TA Licensing shall be a member of the HPT Group in respect of all activities and events thereafter.

(78) "TCA LLC INDEMNIFIED PARTIES": the meaning given such term in SECTION 4.1.

(79) "TCA LLC REGISTRATION STATEMENT ": the registration statement on Form S-1 filed by TCA LLC under the Securities Act in connection with the Distribution.

(80) "TCA LLC SHARES": the common shares of membership interest of TCA LLC.

(81) "TCA LLC SUBSIDIARIES": the direct or indirect Subsidiaries of TCA LLC.

(82) "TCA MERGER": the meaning given in the Preliminary Statements to this Agreement.

(83) "TCA MERGER AGREEMENT": the meaning given in the Preliminary Statements to this Agreement.

(84) "TCA PERSONAL PROPERTY": all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of any member of the TCA LLC Group (excluding accounts receivables) acquired by such member before, on or after the TCA Closing Date and located at the Landlord Real Properties or used in such member's business at the Landlord Real Properties and all modifications, replacements, alterations and additions to such personal property installed at the expense of TCA Tenant, other than any items included within the definition of Fixtures.

(85) "TCA PROPERTIES LEASE": the meaning given in SECTION 2.3(c)(4).

(86) "TCA PROPERTIES SUBLEASE": the meaning given in SECTION 2.3(c)(5).

(87) "TCA TENANT": TA Leasing LLC, a Delaware limited liability company.

(88) "THIRD-PARTY CLAIM": any Action asserted by a Person, other than any party hereto or their respective Affiliated Persons, that gives rise to a right of indemnification hereunder.

(89) "TRADEMARKS": all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as "TravelCenters of America", "TA", "Goasis", "Country Pride", "Fork in the Road" and "Buckhorn Family Restaurants" whether or not used at or on any Landlord Real Property;

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and all other licensable intellectual property of any kind or character with respect to the Landlord Properties. Immediately prior to the TCA Closing, TA Licensing will be the owner of all Trademarks of TCA and its Subsidiaries.

(90) "TRAVEL CENTER": with respect to any Landlord Property, collectively, the hospitality, fuel and service facilities located at such Landlord Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Landlord Property.

(91) "TRAVEL CENTER FACILITIES": the meaning given in the Preliminary Statements to this Agreement.

SECTION 2 PRELIMINARY ACTIONS; CERTAIN SECURITIES MATTERS; TCA MERGER;
LEASE TRANSACTION; AND DISTRIBUTION

2.1 PRELIMINARY ACTIONS.

Prior to the date of this Agreement, the following occurred:

(a) HPT entered into the TCA Merger Agreement with TCA, Oak Hill and HPT Merger Sub;

(b) HPT caused:

(1) HPT Trust Landlord to be formed as a Maryland real estate investment trust and a wholly owned direct subsidiary of HPT;

(2) HPT LLC Landlord to be formed as a Maryland limited liability company and a wholly owned direct subsidiary of HPT Trust Landlord;

(3) TCA LLC to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of HPT;

(4) TCA Tenant to be formed as a Delaware limited liability company and a wholly owned direct subsidiary of TCA LLC; and

(5) HPT Merger Sub to be formed as a Delaware corporation and a wholly owned direct subsidiary of HPT;

(c) HPT contributed all of the issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and then contributed all of the issued and outstanding membership interests of TCA LLC to HPT Trust Landlord;

(d) TCA LLC filed the TCA LLC Registration Statement with the SEC;

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(e) The HPT Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and the transactions contemplated herein; and

(f) TCA LLC's Board of Directors approved the execution and delivery of this Agreement and the transactions contemplated hereby.

2.2 ACTIONS PRIOR TO TCA CLOSING DATE.

After the date of this Agreement, but prior to the TCA Closing Date:

(a) TCA LLC will take all actions necessary to cause the TCA LLC Registration Statement to become effective as soon as practicable. As soon as practicable after the TCA LLC Registration Statement becomes effective, HPT will furnish a copy of the prospectus contained in the TCA LLC Registration Statement to shareholders of HPT;

(b) TCA LLC will effect the listing of the TCA LLC Shares for trading on the American Stock Exchange (the "EXCHANGE");

(c) The parties will use commercially reasonable efforts to take all actions as may be necessary or appropriate under state and foreign securities and "blue sky" laws in connection with the Distribution;

(d) The HPT Board of Trustees (or an authorized committee thereof) will set the Record Date and the date for the Distribution (which is to be the TCA Closing Date), and will take all other actions necessary to permit the Distribution;

(e) HPT will enter into a distribution agreement with the Agent; and

(f) The parties hereto will use commercially reasonable efforts to cause the TCA Closing to occur.

2.3 ACTIONS OCCURRING ON THE TCA CLOSING DATE.

Each of the following actions will take place on the TCA Closing Date immediately following the TCA Merger and the TCA Closing (and subject to (i) the compliance by the parties with the provisions of SECTION 2.2 above, and (ii) the TCA LLC Registration Statement having been declared effective by the SEC under the Securities Act, and there being no pending or threatened stop order proceedings under the Securities Act with respect to the TCA LLC Registration Statement), in the following order:

(a) FIRST, TCA LLC will cause

(1) TCA and each of TA Operating and (unless otherwise determined by HPT) TA Franchise to convert from corporations to Delaware limited liability companies; and

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(2) TCA to change its name to "TravelCenters of America Holding Company LLC";

(b) SECOND,

(1) TCA LLC will cause (i) TA Operating to distribute all the shares of capital stock of TA Licensing to TCA, and (ii) TCA to distribute all the shares of capital stock of TA Licensing to TCA LLC;

(2) TCA LLC will distribute all the shares of capital stock of TA Licensing to HPT Trust Landlord; and

(3) TA Licensing will merge with and into HPT Trust Landlord, which will be the survivor;

(c) THIRD,

(1) TCA LLC will cause (i) TA Operating to distribute all its Landlord Properties to TCA, and (ii) TCA to distribute all of its Landlord Properties (giving effect to TA Operating's distribution of its Landlord Properties to TCA) to TCA LLC;

(2) TCA LLC will distribute all of its Landlord Properties (giving effect to TCA's distribution of all Landlord Properties to TCA
LLC) to HPT Trust Landlord, and HPT Trust Landlord will contribute the Landlord Properties with respect to travel centers located in the States of Georgia, Idaho, Illinois, Indiana and Iowa to HPT LLC Landlord;

(3) TCA LLC will, and will cause each of TCA and TA Operating to, execute and deliver, and to effect the recordation of, all confirmatory deeds, assignments, instruments and other documents of conveyance or assignment that are necessary or desirable, in the opinion of HPT, in order to evidence the foregoing distributions and contributions and vest record fee or leasehold title or other rights to the Landlord Properties in the appropriate HPT Landlord;

(4) HPT Landlord will, and TCA LLC will cause TCA Tenant to, enter into a lease agreement in mutually acceptable form (the "TCA PROPERTIES LEASE"), pursuant to which HPT Landlord will lease and license the Landlord Properties to TCA Tenant;

(5) TCA LLC will cause TCA Tenant to enter into a sublease agreement with TA Operating (the "TCA PROPERTIES SUBLEASE"), pursuant to which TCA Tenant will sublease and sublicense the Landlord Properties to TA Operating;

(6) TCA LLC will cause TA Operating to sub-sublicense the applicable Trademarks to TCA and TA Franchise, as sub-sublicensees;

(7) TCA LLC will cause TCA, TA Franchise and TA Operating to terminate any trademark license agreement entered into by such parties prior to the TCA Closing Date with TA Licensing as licensor, and HPT Trust Landlord (as successor by merger to TA Licensing) will agree to such termination; and

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(8) TCA LLC will execute and deliver, and cause each other TCA Guarantor to execute and deliver, a guaranty in favor of HPT Landlord of the obligations of TCA Tenant under the TCA Properties Lease;

(d) FOURTH, HPT will contribute the Cash Contribution Amount (as estimated by HPT in accordance with SECTION 2.4) to HPT Trust Landlord, and HPT Trust Landlord will contribute the Cash Contribution Amount to TCA LLC;

(e) FIFTH, TCA LLC and RMR will enter into a Management and Shared Services Agreement in mutually acceptable form (the "SERVICES AGREEMENT"), pursuant to which RMR will provide the management services to TCA LLC described, and upon the terms set forth, therein;

(f) SIXTH, HPT Trust Landlord will distribute all outstanding TCA LLC Shares to HPT;

(g) SEVENTH, HPT will cause the operating agreement of TCA LLC to be amended and restated in a form acceptable to it;

(h) EIGHTH, TCA LLC will issue to HPT such additional number of TCA LLC Shares such that after such issuance the aggregate number of TCA LLC Shares held by HPT will be equal to the number of HPT Common Shares outstanding on the Record Date multiplied by the Distribution Ratio; and

(i) NINTH, HPT will deliver all of the TCA LLC Shares owned by it to the Agent with instructions to distribute to each holder of record of HPT Common Shares on the Record Date one TCA LLC Share for every 10 HPT Common Shares (the "DISTRIBUTION RATIO") owned of record by such holder on the Record Date (the "DISTRIBUTION"). HPT will cause the Agent to deliver an account statement to each holder of TCA LLC Shares reflecting such holder's ownership interest in the TCA LLC Shares (registered in book-entry form through the direct registration system). In addition, HPT will authorize the Agent to perform such withholding in respect of the Distribution as may be required by Taxing Authorities.

2.4 CAPITALIZATION OF TCA LLC.

HPT and TCA LLC intend that on the TCA Closing Date (after giving effect to the TCA Closing and all transfers and other actions that this Agreement contemplates occurring prior to the Distribution), TCA LLC will have Net Working Capital of $200,000,000. To effect this, HPT agrees, pursuant to SECTION 2.3(d), to cause the Cash Contribution Amount to be contributed to TCA LLC. HPT will estimate Net Working Capital as of the close of business on the day immediately preceding the TCA Closing Date. As soon as practicable, but in any event within 60 days after the TCA Closing Date, TCA LLC will furnish HPT with TCA LLC's consolidated balance sheet and its calculation of Net Working Capital in each case as of TCA Closing Date (after giving effect to the TCA Closing and all transfers and other actions that this Agreement contemplates occurring prior to the Distribution) ("CLOSING BALANCE SHEET" and "CLOSING NET WORKING CAPITAL," respectively). If within 30 days following delivery of the Closing Balance Sheet and the Closing Net Working Capital calculation HPT has not given TCA LLC written notice of its objection as to the Closing Net Working Capital calculation (which notice shall state

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the basis of HPT's objection), then the Closing Net Working Capital calculated by TCA LLC shall be binding and conclusive on the parties and be used in computing the payments described below. If HPT duly gives TCA LLC such notice of objection, and if HPT and TCA LLC fail to resolve the issues outstanding with respect to the Closing Balance Sheet and the calculation of the Closing Net Working Capital within 30 days of TCA LLC's receipt of HPT's objection notice, HPT and TCA LLC will submit the issues remaining in dispute to binding arbitration in accordance with SECTION 6.1. If Closing Net Working Capital is greater than $200,000,000, an amount equal to Closing Net Working Capital less $200,000,000 will be paid by wire transfer by TCA LLC to an account specified by HPT. If Closing Net Working Capital is less than $200,000,000, an amount equal to $200,000,000 less Closing Net Working Capital will be paid by wire transfer by HPT to an account specified by TCA LLC. Such payment will be made within 3 Business Days after the calculation of the Closing Net Working Capital becomes binding and conclusive on the parties.

SECTION 3 POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS

3.1 RIGHT OF FIRST REFUSAL RE: CERTAIN REAL ESTATE INVESTMENTS.

(a) Except as otherwise contemplated herein, at no time during the term of any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, may TCA LLC, any TCA LLC Subsidiary or any affiliate controlled by any of them, directly or indirectly, acquire or finance (including through a sale and leaseback transaction), or participate in the acquisition or financing of, any real estate property anywhere in the world (collectively, the "RELEVANT PROPERTIES") of a type then owned or financed by HPT, HRPT Properties Trust, a Maryland real estate investment trust ("HRPT"), Senior Housing Properties Trust, a Maryland real estate investment trust ("SNH"), Five Star Quality Care, Inc., a Maryland corporation ("FVE"), or any other publicly-traded Entity that is managed or advised by RMR or to which RMR provides services (a "BENEFITED PARTY"), without first having (i) provided written notice of such proposed transaction to the relevant Benefited Party, describing the Proposed Transaction in sufficient detail (including pricing and all other material terms) and offering the relevant Benefited Party the right to acquire or finance the acquisition of the Relevant Property and (ii) negotiated in good faith with the relevant Benefited Party. If, after ten Business Days, TCA LLC and the relevant Benefited Party have not reached agreement on the terms of such acquisition or financing, TCA LLC (or such TCA LLC Subsidiary) will be free to acquire or finance such Relevant Property itself or with others, free of the restrictions of this SECTION 3.1.

(b) TCA LLC agrees that irreparable damage would occur if its obligations under this SECTION 3.1 were not performed in accordance with their terms and that the Benefited Parties' remedy at law for TCA LLC's breach of its obligations under this SECTION 3.1 would be inadequate. Upon any such breach, the relevant Benefited Party shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining TCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLC agrees that the period of restriction and the geographical area of restriction imposed upon TCA LLC are fair and reasonable. If the provisions of this SECTION 3.1 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having

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jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable.

(c) In the event RMR enters into an advisory arrangement or agreement with any publicly traded Entity other than HPT, HRPT, SNH and FVE, RMR will provide TCA LLC with notice thereof. The notice will specify in reasonable detail the identity of the Entity, the types of properties owned or financed by such additional Entity, and such Entity shall be deemed and become a "Benefited Party" for all purposes of this Agreement.

3.2 RIGHT OF FIRST REFUSAL RE: TRAVEL CENTER FACILITIES.

(a) At no time during the term of any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, may TCA LLC or any TCA LLC Subsidiary, directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center Facility, or any property intended to be used as a Travel Center Facility, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to HPT, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering HPT the right to purchase, lease, mortgage or finance such Travel Center Facility or property and (ii) negotiated in good faith with HPT. If, after ten Business Days, TCA LLC and HPT have not reached agreement on the terms of such purchase, lease, mortgage or financing, TCA LLC (or such TCA LLC Subsidiary) will be free to purchase, lease, mortgage or finance such Travel Center Facility or property itself or with others, free of the restrictions of this SECTION 3.2.

(b) TCA LLC agrees that irreparable damage would occur if its obligations under this SECTION 3.2 were not performed in accordance with their terms and that HPT's remedy at law for TCA LLC's breach of its obligations under this
SECTION 3.2 would be inadequate. Upon any such breach, HPT shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining TCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLC agrees that the period of restriction and the geographical area of restriction imposed upon TCA LLC are fair and reasonable. If the provisions of this SECTION 3.2 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable.

3.3 OPTIONS RE: TRAVEL CENTER BUSINESS ASSETS.

HPT or its designee will have the right by written notice to TCA LLC, effective upon the expiration or sooner termination of the TCA Properties Lease (the "LEASE TERMINATION DATE"), to require TCA LLC and each TCA LLC Subsidiary to grant a perpetual license to HPT or such designee of all software used in the operation of the Landlord Properties by TCA LLC or any TCA LLC Subsidiary on the Lease Termination Date for an amount equal to the then fair market value thereof (i.e., the current replacement cost as determined by agreement of the parties or, in

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the absence of such agreement, appraisal). TCA LLC will cause each TCA LLC Subsidiary to enter into any license and sublicenses necessary to effectuate the foregoing.

3.4 ASSEMBLED WORKFORCE.

The parties agree that at the Lease Termination Date, HPT and its Subsidiaries will have the right to offer employment to any and all employees of TCA LLC and the TCA LLC Subsidiaries at the Landlord Properties, and TCA LLC will not, and will cause each TCA LLC Subsidiary not to, interfere with the exercise of such right, and TCA LLC will, and will cause each TCA LLC Subsidiary to, cooperate with HPT and its Subsidiaries.

3.5 COOPERATION, EXCHANGE OF INFORMATION, RETENTION OF RECORDS, AND COSTS OF REPORTING.

(a) Upon reasonable request prior to and after the TCA Closing Date, HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) will promptly provide, and will cause their respective Affiliated Persons to provide, the requesting party with such cooperation and assistance, documents and other information, without charge, as may be necessary or reasonably helpful in connection with (i) the consummation of the transactions contemplated by this Agreement and the preservation for each such party and for the TCA LLC Subsidiaries, to the extent reasonably feasible, of the benefits of this Agreement (including, in the case of TCA LLC and the TCA LLC Subsidiaries, the economic and operational benefits of the TCA Assets), (ii) each such party's preparation and filing of any original or amended Tax Return or of any financial or other report required to be filed under the Exchange Act or other applicable law, (iii) the conduct of any audit, appeal, protest or other examination or any judicial or administrative proceeding involving to any extent Taxes or Tax Returns within the scope of this Agreement, and (iv) the verification of an amount payable hereunder to, or receivable hereunder from, any other party. Each such party will make its officers and facilities available on a mutually convenient basis to facilitate such cooperation.

(b) HPT and TCA LLC will retain or cause to be retained all books, records and other documents within its possession or control relating to any Contracts or otherwise to the TCA LLC Subsidiaries or their properties, assets or liabilities, and all Tax Returns, and all books, records, schedules, workpapers, and other documents relating thereto, which Tax Returns and other materials are within the scope of this Agreement, until the expiration of the later of (i) all applicable statutes of limitations (including any waivers or extensions thereof), and (ii) any retention period required by applicable law or pursuant to any record retention agreement.

(c) HPT agrees to bear the fees and expenses payable to any independent public accountants incurred prior to the TCA Closing Date in connection with their audit or review of the financial statements of the TCA LLC Group for any fiscal period ending prior to the TCA Closing Date.

3.6 RESTRICTIONS ON OWNERSHIP.

After the Distribution, and for so long thereafter as TCA LLC or any TCA LLC Subsidiary is a tenant of HPT or one of HPT's Subsidiaries, (a) TCA LLC will not permit the occurrence of any Change in Control, and (b) TCA LLC will not take any action that, in the

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reasonable judgment of HPT, might reasonably be expected to have an adverse impact on the ability of HPT to qualify as a "real estate investment trust" under Sections 856 through 860 of the Code.

3.7 TERMINATION OF EXCHANGE FUND; DIRECTOR'S AND OFFICER'S INDEMNIFICATION.

The parties hereby confirm that:

(a) pursuant to Section 3.04(d) of the TCA Merger Agreement, (i) TCA will remain entitled to receive that portion of the Exchange Fund (as defined in the TCA Merger Agreement) that remains undistributed to the holders of stock certificates of TCA upon the expiration of two years following the TCA Closing, and (ii) thereafter, TCA will be solely responsible for the payment of any claim for merger consideration and compliance with any applicable "escheat" or similar laws applicable to such undistributed merger consideration in connection with the TCA Merger; and

(b) TCA will remain solely obligated under the indemnities provided by it under Section 6.07 of the TCA Merger Agreement.

3.8 COST TO REMEDIATE PRE-EXISTING ENVIRONMENTAL CONDITION.

HPT agrees to pay all costs necessary to effect the remediation (to the extent required by Environmental Laws) of any Pre-Existing Environmental Condition (or reimburse TCA LLC and its Subsidiaries for any costs incurred by them to so remediate any Pre-Existing Environmental Condition) in excess of $12,000,000, net of reimbursement available to TCA LLC from any other Person (other than HPT and its Affiliated Persons) or insurers, and TCA LLC agrees to exhaust all recourse against any such other Persons or insurers prior to requiring payment by HPT.

SECTION 4 INDEMNIFICATION

4.1 INDEMNIFICATION BY HPT.

From and after the TCA Closing Date, subject to any limitations on liability contained in the TCA Properties Lease, HPT will indemnify and hold harmless TCA LLC, its Subsidiaries, each of their respective directors, trustees, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TCA LLC INDEMNIFIED PARTIES") from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including liabilities for all reasonable attorneys', accountants', and experts' fees and expenses, including those incurred to enforce the terms of this Agreement (collectively, "COVERED LIABILITIES"), suffered, directly or indirectly, by any TCA LLC Indemnified Party by reason of, or arising out of,

(a) any breach of any covenant or agreement of HPT or HPT Landlord contained in this Agreement; or

(b) any Liability of HPT or its Subsidiaries (other than any TCA Liabilities).

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4.2 INDEMNIFICATION BY TCA LLC.

From and after the TCA Closing Date, TCA LLC will indemnify and hold harmless HPT, its Subsidiaries (other than the TCA LLC and its Subsidiaries), each of their respective directors, trustees, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "HPT INDEMNIFIED PARTIES") from and against any and all Covered Liabilities suffered, directly or indirectly, by any HPT Indemnified Party by reason of, or arising out of:

(1) any breach of any covenant or agreement of TCA LLC under this Agreement; or

(2) any TCA Liability.

4.3 INDEMNIFICATION PROCEDURES.

(a) If any indemnified party receives notice of the assertion of any Third-Party Claim with respect to which an indemnifying party is obligated under this Agreement to provide indemnification, such indemnified party shall give such indemnifying party written notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided in this SECTION 4.3 shall not relieve any indemnifying party of its obligations under this SECTION 4, except to the extent that such indemnifying party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail.

(b) An indemnifying party, at such indemnifying party's own expense and through counsel chosen by such indemnifying party (which counsel shall be reasonably acceptable to the indemnified party), may elect to defend any Third-Party Claim. If an indemnifying party elects to defend a Third-Party Claim, then, within ten (10) Business Days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party claim so requires), such indemnifying party shall notify the indemnified party of its intent to do so, and such indemnified party shall cooperate in the defense of such Third-Party Claim (and pending such notice and assumption of defense, an indemnified party may take such steps to defend against such Third-Party Claim as, in such indemnified party's good-faith judgment, are appropriate to protect its interests). The indemnifying party shall pay such indemnified party's reasonable out-of-pocket expenses incurred in connection with such cooperation. After notice from an indemnifying party to an indemnified party of its election to assume the defense of a Third-Party Claim, such indemnifying party (i) shall not be liable to such indemnified party under this SECTION 4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than those expenses referred to in the preceding sentence, and (ii) shall keep the indemnified party reasonably informed of the status of the defense of such Third-Party Claim; PROVIDED, HOWEVER, that such indemnified party shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction ("SEPARATE COUNSEL"), to represent such indemnified party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the indemnifying party) if, in such indemnified party's reasonable judgment at any time, either a conflict of

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interest between such indemnified party and such indemnifying party exists in respect of such claim, or there may be defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party and the representation of both parties by the same counsel would be inappropriate, and in that event (i) the reasonable fees and expenses of such Separate Counsel shall be paid by such indemnifying party (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any Third-Party Claim (even if against multiple indemnified parties), and (ii) each of such indemnifying party and such indemnified party shall have the right to conduct its own defense in respect of such claim. If an indemnifying party elects not to defend against a Third-Party Claim, or fails to notify an indemnified party of its election as provided in this SECTION 4.3 within the period of ten (10) (or, if applicable, fewer) Business Days described above, the indemnified party may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification hereunder (to the extent permitted hereunder); PROVIDED, HOWEVER, that no such indemnified party may compromise or settle any such Third-Party claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the indemnifying party shall not, without the prior written consent of the indemnified party, (i) settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such Third-Party Claim, or (ii) settle or compromise any Third-Party Claim in any manner that would reasonably be expected to have a material adverse effect on the indemnified party.

4.4 CERTAIN LIMITATIONS, ETC.

The amount of any Covered Liabilities for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (i) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (ii) the full amount of such Covered Liabilities.

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4.5 SURVIVAL.

Notwithstanding anything herein to the contrary, the indemnities and related acknowledgments and agreements of the parties set forth in this SECTION 4 will survive the Distribution and the TCA Closing Date, and shall be enforceable at any time.

4.6 PRIORITY OF SECTION 5.

As to the Tax matters addressed in SECTION 5, including the indemnification for Taxes and the notice, control and conduct of Tax Contests, the provisions of
SECTION 5 shall be the exclusive governing provisions.

SECTION 5 TAX MATTERS

5.1 GENERAL RESPONSIBILITY FOR TAXES.

(a) All federal Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and all federal Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of federal Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in a manner consistent with: (i) applicable Tax laws, including without limitation (A) the federal consolidated Income Tax Return whose common parent has employer identification number 36-3856519 including all the income, expenses and operations of such parent and its subsidiaries through the close of business on the TCA Closing Date in accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT of HPT including the gains (if any) that result from the application of Section 311 of the Code to the Distribution, and (C) the federal consolidated Income Tax Return whose common parent has employer identification number 20-5701514 including all the income, expenses and operations of such parent and its subsidiaries from and after the end of the taxable period covered by Section 5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate investment trust under the Code; and (iii) commercially reasonable prorations of items between lessors and lessees of real estate.

(b) For any state or local Income Tax that follows Code Section 856(i) or
Section 301.7701-2(c)(2)(i) of the Treasury Regulations, (i) such state and local Income Taxes of the HPT Group shall be borne by, shall be the responsibility of, and shall be paid by the HPT Group, and (ii) such state and local Income Taxes of the TCA LLC Group shall be borne by, shall be the responsibility of, and shall be paid by the TCA LLC Group. For purposes of such state and local Income Taxes, items of income, gain, loss, deduction, expenditure, and credit shall be allocated and reported, as between the HPT Group and the TCA LLC Group, in the same manner as SECTION 5.1(a).

(c) All Taxes not covered by SECTIONS 5.1(a)-(b) and 5.2, including applicable Other Taxes, shall be allocated between the HPT Group and the TCA LLC Group on the basis of actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Taxes, and based on the taxable periods to which such Taxes relate,

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except that any real estate transfer, sales or similar Taxes applied in respect of the transfers of Landlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPT Group regardless of whom such Taxes shall have been imposed upon in the first instance.

(d) HPT shall hold TCA LLC harmless from and against all Taxes which are to be borne by the HPT Group under this SECTION 5.1. TCA LLC shall hold HPT harmless from and against all Taxes which are to be borne by the TCA LLC Group under this SECTION 5.1.

5.2 ALLOCATION OF CERTAIN TAXES AMONG TAXABLE PERIODS.

HPT and TCA LLC agree that if it or any member of the HPT Group or TCA LLC Group, respectively, is permitted but not required under any applicable Tax law, including applicable state and local Income Tax laws, to allocate Tax liabilities in the manner consistent with how federal Tax liabilities are allocated pursuant to SECTION 5.1(a), then HPT and TCA LLC shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so as to achieve such allocation of Taxes through available elections or otherwise.

5.3 FILING AND PAYMENT RESPONSIBILITY.

(a) From and after the TCA Closing Date, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) shall cause to be prepared and filed such Tax Returns as the HPT Group and the TCA LLC Group, respectively, are required to file with applicable Taxing Authorities. Each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) agree that, except as required by applicable law, they will not take positions in any such Tax Return that are inconsistent with (i) the description of federal Income Tax consequences in the TCA LLC Registration Statement, (ii) the Distribution being treated, on account of TCA LLC and its (directly or indirectly) wholly owned limited liability company subsidiaries being disregarded entities under Section 301.7701-2(c)(2)(i) of the Treasury Regulations, as the distribution by HPT of TCA LLC's and its Subsidiaries' underlying assets and liabilities pursuant to the principles of Internal Revenue Service Revenue Rulings 99-5 and 99-6, (iii) any election (protective or otherwise) that HPT may choose to make under Section 336(e) of the Code, or any similar Tax election under any state or local Income Tax laws, with respect to the Distribution (it being understood that TCA LLC and its Subsidiaries shall join in any such Tax election at the request of HPT),
(iv) the payments from HPT to TCA LLC under SECTIONS 2.3(d) and 2.4 representing a nontaxable capital contribution from HPT to TCA LLC, and the payments from TCA LLC (or its Subsidiaries) to HPT under SECTIONS 2.4 OR 3.8, if any, representing a nontaxable return of excess capital contributions, and (v) any other Tax Return, whether filed on behalf of the HPT Group or the TCA LLC Group, previously or substantially contemporaneously filed with such Tax Return. In particular, to the extent such valuations are necessary for Tax purposes, HPT and TCA LLC will use all commercially reasonable efforts to cooperate with one another in valuing the individual assets comprising the TCA Assets at the time of the Distribution, and to the maximum extent permitted by applicable law shall utilize for all Code purposes the valuations resulting from application of
Section 1.856-3(a) of the Treasury Regulations.

(b) To the extent that either of the HPT Group or the TCA LLC Group bears responsibility pursuant to SECTION 5.1 for some or all of a Tax which is to be paid with a Tax

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Return for which the other bears preparation and filing responsibility pursuant to SECTION 5.3, then (i) the party bearing responsibility for some or all of such Tax shall have the right to review and comment upon such Tax Return at least fifteen (15) days before such Tax Return must be filed, (ii) the party bearing responsibility for some or all of such Tax shall pay over by wire transfer the amount of such Tax for which it is responsible to the party filing such Tax Return at least three (3) days before such Tax Return must be filed, and (iii) the party responsible for preparing and filing such Tax Return will file such Tax Return on or before its due date and pay over to the applicable Taxing Authority the amount of Tax due with such Tax Return.

(c) At the request of HPT, TCA LLC Group's TravelCentres Canada, Inc. (employer identification number 98-0329055) shall join with HPT in a "taxable REIT subsidiary" election under Section 856(l) of the Code on Internal Revenue Service Form 8875, which election is to be effective as of the TCA Closing Date.

5.4 REFUNDS AND CREDITS.

Any refunds or credits of Taxes shall be for the account of the party bearing responsibility for such Taxes under SECTION 5.1. Each of HPT and TCA LLC agrees that if as the result of any audit adjustment made by any Taxing Authority with respect to a Tax to be borne by the other party under SECTION 5.1, any member of the HPT Group or the TCA LLC Group, respectively, receives a Tax benefit in the form of a cash refund or in the form of a credit applicable against Tax liabilities to be borne by such benefited party under this SECTION 5, then the benefited party shall notify the other party of the same within ten
(10) days of, as applicable, receiving the cash refund or filing the Tax Return in which such credit is utilized, and then pay over immediately to such other party the amount of such Tax refund or credit.

5.5 TAX CONTESTS.

If either HPT (on behalf of the HPT Group) or TCA LLC (on behalf of the TCA LLC Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding ("TAX CONTESTS") that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which rests with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs
(including attorneys' and accountants' fees, but excluding the contested Taxes)
of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the HPT Group and the TCA LLC Group in accordance with SECTION 5.1. Except to the extent in conflict with the provisions of this SECTION 5, the provisions of SECTION 4.3 shall be applicable to Tax Contests.

5.6 RESOLUTION OF DISPUTES.

At the request of either HPT or TCA LLC, any disputes between HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC Group) with respect to matters governed

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by this SECTION 5 shall be resolved through an arbitration by a firm of independent certified public accountants, mutually agreed upon by HPT and TCA LLC and having no material relationship with either HPT or TCA LLC, whose determination shall be final and binding on both parties. The cost of such firm shall be borne equally by HPT and TCA LLC.

SECTION 6 MISCELLANEOUS

6.1 ARBITRATION.

Any and all disputes and disagreements arising out of or relating to this Agreement, other than actions or claims for injunctive relief or claims raised in actions or proceedings brought by third parties and other than disputes under
SECTION 5 as to which either party elects to apply the provisions of SECTION 5.6, shall be resolved through negotiations or, if the dispute is not so resolved, through binding arbitration conducted in Boston, Massachusetts under the JAMS Comprehensive Arbitration Rules and Procedures (as revised February 19, 2005), with the following amendments to those rules. First, in no event shall the arbitration from commencement to issuance of an award take longer than 180 days. Second, the arbitration tribunal shall consist of three arbitrators and the optional appeal procedure provided for in Rule 34 shall not be utilized. Third, in lieu of the one deposition permitted in Rule 17(c) as of right and the optional further depositions that may be allowed, the only deposition per side shall be a single individual or Entity deposition to last no longer than one seven-hour day that each party may take of the opposing party or an individual under the control of the opposing party.

6.2 CONFIDENTIALITY.

Each party hereto shall use commercially reasonable efforts to maintain the confidentiality of any information concerning the other party or any Subsidiary of the other party provided to or discovered by it or its representatives and which is not otherwise available on a nonconfidential basis to such party and shall not (except as may otherwise be required by applicable law or the rules and regulations of the New York Stock Exchange or the American Stock Exchange) disclose such information, subject to the provisions of this Section, to anyone other than those people who have a need to know such information in connection with the conduct of such party's business, including its attorneys, accountants and other representatives and agents or during the course of or in connection with any Action based upon or in connection with the subject matter of this Agreement.

6.3 NOTICES.

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by telecopy or by Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, and with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business

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Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed:

If to TCA LLC, to:

TravelCenters of America LLC
24601 Center Ridge Road
Westlake, OH 44145

Attn: Mr. John R. Hoadley Telecopy no: ________________

If to HPT or HPT Landlord, to:

Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

Attn: President
Telecopy no: (617) 969-5730

If to RMR, to:

Reit Management & Research LLC
400 Centre Street
Newton, Massachusetts 02458

Attn: President
Telecopy no: (617) 969-1437

If to any Benefited Party, to it care of RMR, at:

Reit Management & Research LLC
400 Centre Street
Newton, Massachusetts 02458

Attn: President
Telecopy no: (617) 969-1437.

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address up to two other addresses within the United States of America.

6.4 WAIVERS, ETC.

No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party's rights hereunder shall release the other parties from full performance of

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their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

6.5 ASSIGNMENT; SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES.

This Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the other parties, except to a successor to such party by merger or consolidation or an assignee of substantially all of the assets of such party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other Person, except that each Benefited Party is a third party beneficiary of
SECTION 3.1.

6.6 SEVERABILITY.

If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

6.7 COUNTERPARTS, ETC.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto and, with respect to SECTION 3.1, the consent of each Benefited Party affected thereby.

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6.8 GOVERNING LAW.

This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts.

6.9 EXPENSES.

HPT agrees to pay and to hold each other party to this Agreement (and its Subsidiaries) harmless from and against (a) all costs, expenses and fees (including in each case the reasonable fees and disbursements of counsel), incident to (i) the drafting, preparation, execution and delivery of this Agreement and all other agreements, instruments and other documents entered into by such other party or any Subsidiary thereof in connection herewith or in connection with the Distribution or the TCA Closing or consummation of the other transactions contemplated hereby, (ii) the preparation, printing, filing and distribution under the Securities Act of the TCA LLC Registration Statement (including financial statements and exhibits), each preliminary prospectus and prospectus in connection therewith and all amendments and supplements to any of them, (iii) the registration or qualification of the TCA LLC Shares for offer and sale under the securities and Blue Sky laws of the several states in connection with the Distribution, (iv) the initial listing of the TCA LLC Shares on the Exchange and (v) furnishing such copies of the TCA LLC Registration Statement, the final prospectus contained therein and all amendments and supplements thereto as may be requested for use by transferors thereof who are required to deliver a prospectus in connection with the Distribution, (b) the fees and expenses of the Agent in connection with the Distribution, and (c) all real property transfer Taxes, including Taxes levied upon the transfer of equity in an Entity owning real estate assets, and all excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains and similar Taxes, levies, charges and fees, including any associated deficiencies, interest, penalties, additions to Tax or additional amounts, excluding any Income Taxes incurred in connection with the transactions contemplated by this Agreement to occur on or prior to the TCA Closing Date. Each party hereto will use all commercially reasonable efforts to minimize the amount of transfer Taxes, and will cooperate with one another in providing any appropriate exemption certifications or other similar documentation.

6.10 SECTION AND OTHER HEADINGS; INTERPRETATION.

The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references are to this Agreement, unless otherwise specified. The words "including" and "include" shall be deemed to be followed by the words "without limitation."

6.11 EXCULPATION.

THE DECLARATION OF TRUST ESTABLISHING HPT, A COPY OF WHICH, TOGETHER WITH

ALL AMENDMENTS THERETO (THE "HPT DECLARATION"), IS

27

DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE HPT DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT. ALL PERSONS DEALING WITH HPT IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

THE DECLARATION OF TRUST ESTABLISHING HPT TRUST LANDLORD, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "HPT TRUST LANDLORD DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HPT TA PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE HPT TRUST LANDLORD DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TRUST LANDLORD SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT TRUST LANDLORD. ALL PERSONS DEALING WITH HPT TRUST LANDLORD IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TRUST LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK].

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

HOSPITALITY PROPERTIES TRUST

By:___________________________________
Title:

HPT TA PROPERTIES TRUST

By:___________________________________
Title:

HPT TA PROPERTIES LLC

By:___________________________________
Title:

TRAVELCENTERS OF AMERICA LLC

By:___________________________________
Title:

REIT MANAGEMENT & RESEARCH LLC

By:___________________________________
Title:

29

Schedule 1.1(41)(A)

LAND INCLUDED IN LANDLORD PROPERTIES

Schedule 1.1(54)

RETAINED BUILDINGS 

TA SITE NO.                        MAILING ADDRESS
    1             100 N. Carter Road, Ashland, VA  23005
    32            RR1, Valley Grove, WV  26060 (I-70 at Dallas Pk, Exit 11)
    67            5644 SR 8, Harrisville, PA  16038  (I-80 & RS 80, Exit 3)
    102           10346 S. State Rd. 39, Clayton, IN  46118
    111           980 West South Blvd., Montgomery, AL  36105
    140           155 Hwy. 138, Denmark, TN  38391
    148           5101 Quebec Street, Commerce City, CO  80022
    197           8909 20th Street, Vero Beach, FL  32966
    214           875 North Eagle Valley Rd., Milesburg, PA  16853

TABLE OF CONTENTS 

SECTION 1
DEFINITIONS.......................................................................................................2
         1.1      Definitions.....................................................................................2
SECTION 2
PRELIMINARY ACTIONS; CERTAIN SECURITIES MATTERS; TCA MERGER; LEASE TRANSACTION; AND DISTRIBUTION.................11
         2.1      Preliminary Actions............................................................................11
         2.2      Actions Prior to TCA Closing Date..............................................................12
         2.3      Actions Occurring on the TCA Closing Date......................................................12
         2.4      Capitalization of TCA LLC......................................................................14
SECTION 3
POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS..................................................................15
         3.1      Right of First Refusal re: Certain Real Estate Investments.....................................15
         3.2      Right of First Refusal re: Travel Center Facilities............................................16
         3.3      Options re: Travel Center Business Assets......................................................16
         3.4      Assembled Workforce............................................................................17
         3.5      Cooperation, Exchange of Information, Retention of Records, and Costs of Reporting.............17
         3.6      Restrictions on Ownership......................................................................17
         3.7      Termination of Exchange Fund; Director's and Officer's Indemnification.........................18
         3.8      Cost to Remediate Pre-Existing Environmental Condition.........................................18
SECTION 4
INDEMNIFICATION..................................................................................................18
         4.1      Indemnification by HPT.........................................................................18
         4.2      Indemnification by TCA LLC.....................................................................19
         4.3      Indemnification Procedures.....................................................................19
         4.4      Certain Limitations, Etc.......................................................................20
         4.5      Survival.......................................................................................21
         4.6      Priority of Section 5..........................................................................21
SECTION 5
TAX MATTERS......................................................................................................21
         5.1      General Responsibility for Taxes...............................................................21
         5.2      Allocation of Certain Taxes Among Taxable Periods..............................................22
         5.3      Filing and Payment Responsibility..............................................................22
         5.4      Refunds and Credits............................................................................23
         5.5      Tax Contests...................................................................................23
         5.6      Resolution of Disputes.........................................................................23
SECTION 6
MISCELLANEOUS....................................................................................................24
         6.1      Arbitration....................................................................................24
         6.2      Confidentiality................................................................................24
         6.3      Notices........................................................................................24
         6.4      Waivers, Etc...................................................................................25
         6.5      Assignment; Successors and Assigns; Third Party Beneficiaries..................................26
         6.6      Severability...................................................................................26
         6.7      Counterparts, Etc..............................................................................26
         6.8      Governing Law..................................................................................27
         6.9      Expenses.......................................................................................27
         6.10     Section and Other Headings; Interpretation.....................................................27
         6.11     Exculpation....................................................................................27

Exhibit 10.2

MANAGEMENT AND SHARED SERVICES AGREEMENT

THIS MANAGEMENT AND SHARED SERVICES AGREEMENT (this "AGREEMENT") is made and entered into as of ________, 2007, by and between TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the "Company"), and REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company ("RMR").

WHEREAS, the Company wishes to: (i) purchase from RMR certain management and administrative services designed to assist the Company in the management and oversight of the Company's daily business activities, and (ii) make use of the advice and assistance of RMR and information available to RMR, and to have RMR undertake the duties and responsibilities hereinafter set forth, all in the manner and pursuant to terms and conditions as more specifically described herein; and

WHEREAS, RMR is a company that provides management and administrative services, and RMR desires to provide those services requested by the Company on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.
MANAGEMENT SERVICES.

1.1 MANAGEMENT SERVICES TO BE RENDERED. RMR shall provide the Company with the management services described below (each, a "SERVICE", and collectively, the "SERVICES"), in each case to the extent requested by the Company:

(a) MAINTENANCE AND REPAIRS. Advice in obtaining, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the hospitality and fuel service facilities (each a "TRAVEL CENTER") operated or owned by or in the possession of the Company or any subsidiary thereof; performance of such supervisory, evaluation or monitoring services on behalf of the Company with respect to the activities of those property managers or management firms as would be performed by a prudent operator, owner or lessee in the Company's business, including but not limited to, supervising the activities of property managers or management firms, reviewing the maintenance and renovation needs for governmental or regulatory compliance at the Company's properties, assessing capital and engineering projects, property inspections, and participating in property management budgeting, but excluding the actual on-site property management functions performed by Company personnel, property managers or management firms.

(b) SITE SELECTION, ETC. Advice in site selection of properties on which new Travel Centers may be developed, and in the identification and acquisition of new and existing Travel Centers and travel center companies.

(c) ACCOUNTING SUPPORT. Advice and assistance with accounting, tax, audit and financial reporting of the Company, including, without limitation, advice and assistance in (i) setting up and maintaining systems for financial record keeping; (ii) conducting the administration of the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company; (iii) establishing and implementing internal audit functions;
(iv) contracting for and supervising the process for independent annual audits; and (v) preparation of financial reports as may be required by any governmental authority in connection with the ordinary conduct of the Company's business, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Internal Revenue Code of 1986, as amended (the "CODE"), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing.

(d) CAPITAL MARKETS AND INVESTMENT ADVICE AND ASSISTANCE.

(1) EQUITY CAPITAL MARKETS. Advice and assistance relating to equity capital raising transactions, but not including solicitation of investors as a broker, dealer or underwriter in any capital raising transactions.

(2) DEBT FINANCING. Advice and assistance relating to revolving lines of credit and other issuances of indebtedness.

(3) INVESTMENT. Advice and assistance relating to investments and other growth opportunities as may come to the attention of the Company or RMR, including without limitation, acquisitions, joint ventures and other business expansion transactions.

(e) CASH MANAGEMENT. Advice and assistance in (i) operating and managing the Company's collection systems, concentration systems and electronic disbursements; (ii) managing the Company's short-term investments, including the acquisition and sale of money market instruments or other temporary investments in accordance with the Company's policies; (iii) maintaining bank accounts, including opening and closing of operating, security deposits, local depository and petty cash accounts; (iv) bank administration; and (v) maintaining bank relationships.

(f) COMMON SUPPORT SERVICES. Provide applicable common services, such as certain secretarial services to support personnel of the Company as is reasonably necessary.

(g) HUMAN RESOURCES. Advice and assistance in management of the Company's 401(k) plan, Company employee recruitment, performance evaluation and establishment of salary, bonus and other compensation scales and executive and staff employee structure.

(h) INSURANCE ADMINISTRATION. Advice and assistance in (i) securing all forms of insurance, including property, casualty, workers' compensation;
(ii) managing insurance policies; (iii) negotiation of premiums and arranging payment terms; (iv) managing claims; and (v) preparation of loss analysis. The amount and levels of insurance shall be determined in the sole and absolute discretion of the Company.

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(i) INVESTOR RELATIONS. Advice and assistance in the preparation and coordination of (i) annual and quarterly reports to shareholders; (ii) presentations to the public; (iii) public relations; (iv) preparation of marketing materials; (v) internet web-site; and (vi) investor relations services.

(j) LEGAL. Advice and assistance in review of and advice concerning Company contracts and agreements, coordination and supervision of all third party legal services and oversight of processing of claims by or against the Company.

(k) MANAGEMENT INFORMATION SYSTEMS.

(1) APPLICATIONS DEVELOPMENT. Advice and assistance related to development and maintenance of Company information technology system applications, including, without limitation, intra-net, financial, accounting and clerical systems.

(2) TELECOMMUNICATIONS. Advice and assistance related to design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; negotiation of contracts with third party vendors and suppliers; and local area network and wide area network communications support.

(3) OPERATIONS/TECHNICAL SUPPORT AND USER SUPPORT. Advice and assistance related to design, maintenance and operation of the computing environment, including business specific applications, network wide applications, electronic mail and other systems; managing the purchase and maintenance of equipment, including hardware and software; configuration, installation and support of computer equipment; and education and training of the user community.

(l) RESEARCH. Advice and assistance in the conduct of market research reports and special research assignments; investigation and evaluation of investment, financing, refinancing, leasing and other business opportunities; and making recommendations concerning these opportunities.

(m) SECURITIES FILINGS. Advice and assistance in the preparation and filing of periodic and other reports required to be filed by Sections 13 and 15 of the Exchange Act; advice and assistance in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the "SEC") or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings, and RMR shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company's offering documents or SEC filings, whether or not material, and the Company shall indemnify RMR from such costs and liabilities).

(n) SPECIAL PROJECTS. Advice and assistance in special projects and such other services within the scope contemplated by this Agreement although not expressly covered elsewhere in this SUBSECTION 1.1.

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(o) SUPERVISION OF THIRD PARTY MANAGER ARRANGEMENTS. Advice and oversight concerning the Company's relationship with any and all, current or future, third party managers of its current or future facilities or properties.

(p) TAX ADMINISTRATION. Advice and assistance in the preparation, review and filing of all federal, state and other required tax returns and tax related matters. All tax matters shall be determined by the Company in its absolute and sole discretion.

1.2 PERFORMANCE OF SERVICES. RMR covenants that it will perform or cause to be performed the Services in a timely, efficient and workmanlike manner. RMR further covenants that it will maintain or contract for a sufficient staff of trained personnel to enable it to perform the Services hereunder. With the Company's approval, RMR may retain third parties or its affiliates to provide certain of the Services hereunder. In such cases, and notwithstanding anything herein to the contrary, the Company shall reimburse RMR for its actual out-of-pocket costs and expenses for arranging for such Services (including, without limitation, the fees and costs of such third parties or affiliates). Any arrangements between RMR and its affiliates for the provision of Services hereunder shall be commercially reasonable and on terms not less favorable than those which could be obtained from unaffiliated third parties. All services shall be performed as requested and/or authorized by the Company from time to time.

1.3 COMPENSATION.

(a) PAYMENT FOR SERVICES. RMR shall be paid a fee (the "SERVICE FEE") for the Services provided to the Company under this Agreement equal to the sum of (i) 0.6% of the gross fuel margin and (ii) 0.6% of the total non-fuel revenues (collectively, "REVENUES") of the Company and its subsidiaries determined in accordance with generally accepted accounting principles ("GAAP"). The Service Fee shall be estimated and paid monthly by the Company in advance based upon the prior calendar month's Revenues, and such payment shall be paid within 15 calendar days of the end of the applicable prior calendar month. The calculation of the fee for any month shall be based upon the Company's monthly financial statements. A copy of the computations (in reasonable detail) shall promptly be delivered to RMR accompanied by payment of the Service Fee thereon to be due and payable. The Service Fee shall be pro-rated for any partial month this Agreement shall be in effect.

The aggregate Service Fee paid in any fiscal year shall be subject to adjustment as of the end of that year. On or before the 30th day after public availability of the Company's annual audited financial statements for each fiscal year, the Company shall deliver to RMR a notice setting forth (i) the Company's Revenues for such year, (ii) the Company's computation of the Service Fee payable for such year and (iii) the amount of the Service Fee theretofore paid to RMR in respect of such year. If the Service Fee payable for any fiscal year exceeds the aggregate amounts previously paid by the Company, the Company shall pay the deficit to RMR at the time of delivery of such notice. If the aggregate Service Fee payable for any fiscal year as shown in the notice is less than the aggregate amounts previously paid by the Company, the Company shall specify in such notice whether RMR should (i) refund to the Company an amount equal to the difference or (ii) grant the Company a credit against the Service Fee next coming due in the amount of the difference until that amount has been fully paid or otherwise discharged.

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(b) PAYMENT SUBORDINATION. No Service Fee payments shall be paid by the Company to RMR if any of the contractual rent obligations of the Company or any of its subsidiaries to Hospitality Properties Trust or any of its subsidiaries (collectively "HPT") pursuant to any lease agreement are past due. Any Service Fee payment unpaid as a result of the preceding sentence shall accrue interest until paid at the Prime Rate (as defined below), and shall be automatically due and payable: (i) when the condition preventing the payment of such Service Fee is no longer in effect, (ii) upon any termination of the Agreement, or (iii) upon the occurrence of any event of default by the Company enumerated in subsection 3.2. This subsection 1.3(b) is only intended to define the relative rights of RMR and HPT. Without intending to limit the generality of the foregoing, nothing in this subsection 1.3(b) shall: (i) impair, as between the Company and RMR, the obligation of the Company to pay any amounts owing hereunder in accordance with the terms hereof; or (ii) affect the relative rights of RMR and creditors of the Company other than HPT. For purposes of this Agreement, "PRIME RATE" shall mean the Prime Rate or base rate on corporate loans at large U.S. money center commercial banks as published in the WALL STREET JOURNAL or, if publication of such rate shall be suspended or terminated, Prime Rate shall mean the annual rate of interest, determined daily and expressed as a percentage, from time to time announced by one of the three largest national or New York State chartered banking institutions having their principal office in New York, New York and selected by RMR at the time such publication is suspended or terminated. All interest hereunder shall be calculated on the basis of actual days elapsed and a 360-day year.

1.4 REIMBURSEMENT. The Company will reimburse RMR for (i) reasonable out-of-pocket travel and lodging expenses of RMR personnel in providing the Services and (ii) reasonable out-of-pocket third party expenses incurred by RMR in connection with its performance of the Services and for the Company's share, if any, of internal audit costs that are provided to the Company and to other customers of RMR, in each case within 30 days of receipt of the invoice therefor, but only to the extent that the Company shall have approved such expenses and costs. RMR shall submit to the Company such reports detailing said expenses and supporting receipts and bills, or other suitable evidence, as may be reasonably requested by the Company. The Company will make Company aircraft available to RMR personnel traveling in providing the Services at no cost to RMR.

Section 2.
LIMITATIONS.

2.1 LIMITS OF RMR RESPONSIBILITY. RMR assumes no responsibility other than to render the services described herein in SUBSECTIONS 1.1 and 4.1 in good faith and shall not be responsible for any action of the Company in following or declining to follow any advice or recommendation of RMR.

2.2 THIRD PARTY COSTS. Except to the extent expressly provided herein to the contrary, all third party costs incurred in connection with actions to be taken by the Company shall solely be the responsibility of the Company, including, but not limited to, all listing and registration fees or other costs of the SEC, any state or local governments, any national securities exchange and the NASD, Inc.

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Section 3.
TERM; TERMINATION.

3.1 TERM. The initial term of this Agreement shall commence on the date hereof and expire on December 31, 2008 (the "INITIAL TERM") and shall be automatically renewed for successive one-year terms (each, a "RENEWAL TERM") upon the expiration of the Initial Term and each Renewal Term unless notice of non-renewal is given in writing by the Company or RMR not less than ninety (90) calendar days before the expiration of the Initial Term or any Renewal Term.

3.2 DEFAULT; BANKRUPTCY; ETC. At the option of the nondefaulting party, this Agreement may be terminated immediately by written notice from the nondefaulting party to the defaulting party if any of the following events shall have occurred:

(a) RMR or the Company shall have violated any provision of this Agreement and, after written notice from the Company or RMR, as the case may be, of the violation, shall have failed to cure the default within thirty days;

(b) a petition shall have been filed against RMR or the Company for an involuntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and that petition shall not have been dismissed within ninety days of filing; or a court having jurisdiction shall have appointed a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of RMR or the Company for any substantial portion of its property, or ordered the winding up or liquidation of its affairs, and that appointment or order shall not have been rescinded or vacated within ninety days of the appointment or order;

(c) RMR or the Company shall have commenced a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have made any general assignment for the benefit of creditors, or shall have failed generally to pay its debts as they became due; or

(d) any Change in Control (as defined in SECTION 10) of the Company.

3.3 ACTION UPON TERMINATION. From and after the effective date of any termination of this Agreement by the Company pursuant to SUBSECTION 3.2, RMR shall be entitled to no compensation for services rendered hereunder for the remainder of the then current term of this Agreement but shall be paid all compensation due for services performed prior to termination, including, without limitation the then current year's Service Fee through the date of termination. In the event of any termination of this Agreement by RMR pursuant to SUBSECTION 3.2, RMR shall be entitled to compensation for the remainder of the then current term of this Agreement. Upon the expiration or sooner termination of this Agreement, RMR immediately shall deliver to the Company all property and documents of the Company then in its custody or possession. This SUBSECTION 3.3 shall govern the rights, liabilities and obligations of the parties upon termination of this Agreement; and, except as provided in SECTION 7, a termination shall be without further liability of either party to the other for breach or violation of this Agreement prior to termination.

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Section 4.
SENIOR EXECUTIVES.

4.1 ADDITIONAL SERVICES. To the extent requested by the Company, RMR shall make its executive officers and directors reasonably available to the Company for the provision of additional services, including day-to-day activities enumerated in SUBSECTION 1.1. The parties acknowledge and agree that no additional compensation shall be due and payable for any additional services requested by the Company and provided by executive officers and directors of RMR pursuant to this SUBSECTION 4.1.

4.2 CO-EMPLOYMENT OF SENIOR EXECUTIVES. The parties acknowledge and agree that certain senior executives of the Company may be employees of both the Company and RMR. Each party shall be solely responsible for payment of compensation to such senior executives for services rendered to or on behalf of such party.

Section 5.
PREVENTION OF PERFORMANCE.

RMR shall not be determined to be in violation of this Agreement if it is prevented from performing any Services hereunder for any reason beyond its reasonable control, including without limitation, acts of God, nature, or of public enemy, strikes, or limitations of law, regulations or rules of the Federal or of any state or local government or of any agency thereof.

Section 6.
RMR RESTRICTIONS.

Other than activities or arrangements existing as of the date hereof or those consented to by the Company, RMR shall not directly or indirectly provide any advice or assistance to any business or enterprise that is competitive with the Company's business, including, but not limited to, any business or enterprise that manages or operates travel centers along the North American highway system.

Section 7.
INDEMNIFICATION; REMEDIES.

7.1 BY THE COMPANY. The Company shall indemnify, defend and hold RMR, and its directors, officers, employees and agents harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limiting the generality of the foregoing, liabilities for all reasonable attorneys', accountants' and experts' fees and expenses incurred (collectively, "LOSSES AND EXPENSES") or suffered by them by reason of or arising out of the course of performing the Services and any duties on behalf of the Company and its subsidiaries as prescribed hereby, except for matters covered by subsection 7.2 hereof.

7.2 BY RMR. RMR shall indemnify, defend and hold the Company and its subsidiaries and their respective directors, trustees, officers, employees and agents harmless from and against Losses and Expenses suffered by them by reason of or arising out of any willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein.

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7.3 COMPANY REMEDIES. Except as otherwise provided in subsection 7.2 hereof, RMR does not assume any responsibility under this Agreement other than to render the Services called for under this Agreement in good faith. Except as otherwise provided in subsection 7.2 hereof, the Company's remedy on account of the failure of RMR to render the Services as and when required hereunder shall be to terminate this Agreement; provided however, that if RMR acts with willful bad faith or gross negligence, the Company's remedy shall be to procure services elsewhere and to charge RMR the difference between the reasonable increased cost, if any, to procure new services, and the Service Fee, pro-rated, that would have been payable to RMR had RMR performed such Services under this Agreement.

7.4 RMR REMEDIES. Except as otherwise provided in subsection 7.1, the Company does not assume any responsibility under this Agreement other than to pay the Service Fee in accordance with the terms of this Agreement. Except as otherwise provided in subsection 7.1, RMR's sole remedy on account of the failure of the Company to pay the Service Fee as and when required under this Agreement shall be to terminate this Agreement and receive the Service Fee payable for the then remaining Initial Term or Renewal Term of this Agreement, as the case may be.

Section 8.
RELATIONSHIP OF THE PARTIES.

8.1 NO PARTNERSHIP OR JOINT VENTURE. The parties are not partners or joint venturers with each other and neither the terms of this Agreement nor the fact that the Company and RMR have joint interests in any one or more investments, have common employees or have a tenancy relationship shall be construed so as to make them partners or joint venturers or impose any liability on either of them.

8.2 CONFLICTS OF INTEREST. The parties acknowledge that, as of the date hereof, (i) the Company and its subsidiaries lease all or substantially all of their real estate from HPT and may enter into additional leases or other transactions with HPT, and (ii) RMR is the investment advisor to HPT pursuant to an advisory agreement. The parties agree that these relationships shall not affect either party's rights and obligations under this Agreement; PROVIDED, HOWEVER, the Company acknowledges and agrees that whenever any conflicts of interest arise resulting from the relationships described in this subsection 8.2 or any such relationship as may arise or be present in the future by and between the Company and any of RMR, Affiliates of RMR or any publicly owned entity with whom RMR has a relationship or contract: (i) RMR will act on its own behalf and on behalf of HPT or such entity and not on the Company's behalf, and (ii) the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessary.

Section 9.
RECORDS.

RMR shall maintain appropriate books and records relating to Services performed pursuant to this Agreement, which books and records shall be available for inspection by representatives of the Company upon reasonable notice during ordinary business hours.

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Section 10.
ASSIGNMENT.

The Company may terminate this Agreement in the event of its assignment by RMR except in the case of an assignment to a corporation, partnership, trust, or other successor entity which may take over the property and carry on the affairs of RMR; provided that, following such a permitted assignment, one or more of the persons who controlled the operations of RMR immediately prior to the assignment shall control the operations of the successor, including the performance of its duties under this Agreement, and this successor shall be bound by the same restrictions by which RMR was bound prior to such assignment. A permitted assignment or any other assignment of this Agreement by RMR shall bind the assignee hereunder in the same manner as RMR is bound hereunder. This Agreement shall not be assignable by the Company without the prior written consent of RMR, except in the case of any assignment by the Company to a trust, corporation, partnership or other entity which is the successor to the Company (so long as there is no Change in Control), in which case the successor shall be bound hereby and by the terms of said assignment in the same manner and to the same extent as the Company is bound hereby. For purposes of this Agreement, a "CHANGE IN CONTROL" shall mean (a) the acquisition by any person or entity (each a "PERSON"), or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock of the Company, (b) any one or more sales or conveyances to any Person of all or any material portion of the assets (including capital stock) or business of the Company, or (c) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period commencing on the date hereof, or any anniversary thereof, constitute the Board of Directors of the Company (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the Board of Directors of the Company then in office.

Section 11.
ARBITRATION.

Any and all disputes and disagreements arising out of or relating to this Agreement, other than actions or claims for injunctive relief or claims raised in actions or proceedings brought by third parties, shall be resolved through negotiations or, if the dispute is not so resolved, through binding arbitration conducted in Boston, Massachusetts under the JAMS Comprehensive Arbitration Rules and Procedures (as revised February 19, 2005), with the following amendments to those rules. First, in no event shall the arbitration from commencement to issuance of an award take longer than 180 days. Second, the arbitration tribunal shall consist of three arbitrators and the optional appeal procedure provided for in Rule 34 shall not be utilized. Third, in lieu of the one deposition permitted in Rule 17(c) as of right and the optional further depositions that may be allowed, the only deposition per side shall be a single individual or entity deposition to last no longer than one seven-hour day that each party may take of the opposing party or an individual under the control of the opposing party.

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Section 12.
MISCELLANEOUS.

12.1 NOTICES.

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by telecopy or by Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, and with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a business day or is required to be delivered on or before a specific day which is not a business day, the day of receipt or required delivery shall automatically be extended to the next business day.

(c) All such notices shall be addressed:

If to the Company, to:

TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145

Attn: John R. Hoadley Telecopy no: ___________________________

If to RMR, to:

Reit Management & Research LLC
400 Centre Street
Newton, Massachusetts 02458

Attn: John Popeo
Telecopy no: (617) 969-1437

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address up to two other addresses within the United States of America.

12.2 ENTIRE AGREEMENT.

This Agreement constitutes and sets forth the entire agreement and understanding of the parties pertaining to the subject matter hereof, and no prior or contemporaneous written or oral agreements, understandings, undertakings, negotiations, promises, discussions, warranties or covenants not specifically referred to or contained herein or attached hereto shall be valid and enforceable. No supplement, modification, termination in whole or in part, or waiver of this

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Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

12.3 BINDING EFFECT.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, each of their respective successors and permitted assigns.

12.4 SEVERABILITY.

If any provision of this Agreement shall be held invalid by a court with jurisdiction over the parties to this Agreement, then and in that event such provision shall be deleted from the Agreement, which shall then be construed to give effect to the remaining provisions thereof. If any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then in that event, to the maximum extent permitted by law, such invalidity, illegality or enforceability shall not affect any other provisions of this Agreement or any other such instrument.

12.5 COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall be considered one and the same instrument.

12.6 AMENDMENTS.

The Agreement shall not be amended, changed, modified, terminated, or discharged in whole or in part except by an instrument in writing signed by each of the parties hereto, or by their respective successors or assigns.

12.7 GOVERNING LAW.

This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts.

12.8 INTERPRETATION.

The Company and RMR agree and covenant to construe the provisions of and give effect to this Agreement in such a manner to enable HPT to continue to comply with its REIT qualification requirements under applicable tax laws.

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12.9 CAPTIONS.

The headings and titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience, and do not expressly or by implication limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the paragraph so designated.

12.10 ATTORNEYS' FEES.

If any arbitration or legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that arbitration or action in addition to any other relief to which it or they may be entitled.

12.11 SURVIVAL.

The provisions of SECTION 7 and subsections 1.1(m), 1.2, 1.4 and 3.3 of this Agreement will survive the termination hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

TRAVELCENTERS OF AMERICA LLC

By:

Name:


Title:

REIT MANAGEMENT & RESEARCH LLC

By:

Name: Jennifer B. Clark Title: Vice President

EXHIBIT 10.3

LEASE AGREEMENT,

dated as of _________ __, 2007,

by and among

HPT TA PROPERTIES TRUST and HPT TA PROPERTIES LLC,

AS LANDLORD,

AND

TA LEASING LLC,

AS TENANT

LEASE AGREEMENT

THIS LEASE AGREEMENT is entered into as of ________ __, 2007, by and among HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (collectively, "LANDLORD"), and TA LEASING LLC, a Delaware limited liability company ("TENANT").

W I T N E S S E T H :

WHEREAS, Landlord holds fee simple title to, and/or the leasehold interest in, the Leased Property constituting Real Property (other than the Retained Buildings), and good title to all other Leased Property (these and other capitalized terms used and not otherwise defined herein having the meanings given such terms in ARTICLE 1); and

WHEREAS, Landlord wishes to lease the Leased Property to Tenant and Tenant wishes to lease the Leased Property from Landlord, subject to and upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

ARTICLE 1

DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (c) all references in this Agreement to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (d) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

1.1 "ADDITIONAL CHARGES" shall have the meaning given such term in
SECTION 3.1.3.

1.2 "ADDITIONAL RENT" shall have the meaning given such term in SECTION 3.1.2(a).

1.3 "AFFILIATED PERSON" shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in or member of, such Person or any Person referred to in the preceding clauses
(a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d).

1.4 "AGREEMENT" shall mean this Lease Agreement, including all exhibits attached hereto, as it and they may be amended from time to time as herein provided.

1.5 "ALLOWANCE" shall have the meaning given such term in SECTION 5.1.1(c).

1.6 "APPLICABLE LAWS" shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, notices and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, conservation of, or the protection of, real or personal property, Transferred Trademarks or human health or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, natural gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature.

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1.7 "AWARD" shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of any Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

1.8 "BASE FUEL GROSS REVENUES" shall mean, with respect to any Property, the amount of Gross Fuel Revenues for such Property for the Base Year; PROVIDED, HOWEVER, that, with respect to any Property then subject to a TA Franchise Agreement, Base Fuel Gross Revenues shall be the Gross Fuel Revenues of the franchisee under the TA Franchise Agreement for the Base Year and not include amounts otherwise payable to the franchisor under such TA Franchise Agreement.

1.9 "BASE NON-FUEL GROSS REVENUES" shall mean, with respect to any Property, the amount of Gross Non-Fuel Revenues for such Property for the Base Year; PROVIDED, HOWEVER, that, with respect to any Property then subject to a TA Franchise Agreement, Base Non-Fuel Gross Revenues shall be the Gross Non-Fuel Revenues of the franchisee under the TA Franchise Agreement for the Base Year and not include amounts otherwise payable to the franchisor under such TA Franchise Agreement.

1.10 "BASE YEAR" shall mean the 2011 calendar year.

1.11 "BUSINESS DAY" shall mean any day other than Saturday, Sunday, or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.12 "CAPITAL ADDITION" shall mean, with respect to any Property, any renovation, repair or improvement to such Property, the cost of which constitutes a Capital Expenditure.

1.13 "CAPITAL EXPENDITURE" shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.14 "CAPITAL REPLACEMENTS BUDGET" shall have the meaning given such term in SECTION 5.1.1(b).

1.15 "CHANGE IN CONTROL" shall mean (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, of the outstanding shares of voting stock or other voting interests of Tenant or any Guarantor, as the case may be,

3

or the power to direct the management and policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or consolidation of Tenant or any Guarantor with or into any other Person (other than the merger or consolidation of any Person into Tenant or any Guarantor that does not result in a Change in Control of Tenant or such Guarantor under clauses (a), (c) or (d) of this definition), (c) any one or more sales or conveyances to any Person of all or any material portion of its assets (including capital stock or other equity interests) or business of Tenant or any Guarantor, as the case may be, or (d) the cessation, for any reason, of the individuals who at the beginning of any twenty-four (24) consecutive month period (commencing on the Commencement Date) constituted the board of directors of Tenant or any Guarantor (together with any new directors whose election by such board or whose nomination for election by the shareholders of Tenant or such Guarantor, as the case may be, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the board of directors of Tenant or any Guarantor then in office.

1.16 "CLAIM" shall have the meaning given such term in ARTICLE 8.

1.17 "CODE" shall mean the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated thereunder, each as from time to time amended.

1.18 "COMMENCEMENT DATE" shall mean the date hereof.

1.19 "CONDEMNATION" shall mean, with respect to any Property, or any portion thereof, (a) the exercise of any governmental power with respect to such Property, whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of such Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending, or (c) a taking or voluntary conveyance of such Property, or any interest therein, or right accruing thereto or use thereof, as the result or in settlement of any condemnation or other eminent domain proceeding affecting such Property, whether or not the same shall have actually been commenced.

1.20 "CONDEMNOR" shall mean any public or quasi-public Person, having the power of Condemnation.

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1.21 "CONSOLIDATED FINANCIALS" shall mean, for any Fiscal Year or other accounting period of TCA, annual audited and quarterly unaudited financial statements of TCA prepared on a consolidated basis, including TCA's consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

1.22 "DATE OF TAKING" shall mean, with respect to any Property, the date the Condemnor has the right to possession of such Property, or any portion thereof, in connection with a Condemnation.

1.23 "DEFAULT" shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.

1.24 "DISBURSEMENT RATE" shall mean an annual rate of interest, as of the date of determination, equal to the greater of (i) the Interest Rate and
(ii) the per annum rate for ten (10) year U.S. Treasury Obligations as published in THE WALL STREET JOURNAL plus three hundred fifty (350) basis points.

1.25 "DISTRIBUTION" shall mean (a) any declaration or payment of any dividend (except ordinary cash dividends payable in common stock or other equity interests of Tenant) on or in respect of any shares of any class of capital stock or other equity interests of Tenant, (b) any purchase, redemption, retirement or other acquisition of any shares of any class of capital stock of a corporation, (c) any other distribution on or in respect of any shares of any class of capital stock of Tenant or (d) any return of capital to shareholders.

1.26 "EASEMENT AGREEMENT" shall mean any conditions, covenants and restrictions, easements, declarations, licenses and other agreements which are Permitted Encumbrances and such other agreements as may be granted in accordance with SECTION 19.1.

1.27 "ENCUMBRANCE" shall have the meaning given such term in SECTION 20.1.

1.28 "ENTITY" shall mean any corporation, general or limited partnership, limited liability company or partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust,

5

real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.29 "ENVIRONMENT" shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.

1.30 "ENVIRONMENTAL OBLIGATION" shall have the meaning given such term in SECTION 4.3.1.

1.31 "ENVIRONMENTAL NOTICE" shall have the meaning given such term in
SECTION 4.3.1.

1.32 "ENVIRONMENTAL REPORT" shall have the meaning given such term in
SECTION 4.3.2.

1.33 "EVENT OF DEFAULT" shall have the meaning given such term in
SECTION 12.1.

1.34 "EXCESS FUEL GROSS REVENUES" shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Fuel Revenues for such Property for such Lease Year, or portion thereof, in excess of Base Fuel Gross Revenues for such Property for the equivalent period during the Base Year.

1.35 "EXCESS NON-FUEL GROSS REVENUES" shall mean, with respect to any Property, with respect to any Lease Year, or portion thereof, the amount of Gross Non-Fuel Revenues for such Property for such Lease Year, or portion thereof, in excess of Base Non-Fuel Gross Revenues for such Property for the equivalent period during the Base Year.

1.36 "EXISTING THIRD PARTY TRADE NAMES AND SERVICE MARK RIGHTS" shall mean the rights as set forth in any TA Franchise Agreement in effect as of the Commencement Date licensed to third parties in the trade names, trademarks, service marks, domain names, logos and other brand-source indicia. including all goodwill related thereto which constitute a part of the Transferred Trademarks.

1.37 "FAIR MARKET VALUE" shall mean the price an unaffiliated and willing buyer would pay for the interest of Landlord in the applicable Property (or the interest of Tenant in the case of any Retained Buildings) in its existing condition as of the date of determination, with all relevant factors being

6

known to both parties, under terms and conditions customary for like transactions in the area in which the Property is located.

1.38 "FAIR MARKET VALUE RENT" shall mean the per annum minimum rent which would be payable monthly in advance for the applicable Property in its then current condition and for its then current use, on the terms and conditions of this Agreement (including, without limitation, the obligation to pay Additional Rent).

1.39 "FINANCIAL OFFICER'S CERTIFICATE" shall mean, as to any Person, a certificate of the chief executive officer, chief financial officer or chief accounting officer (or such officers' authorized designee) of such Person, duly authorized, accompanying the financial statements required to be delivered by such Person pursuant to SECTION 17.2, in which such officer shall certify (a) that such statements have been properly prepared in accordance with GAAP and are true, correct and complete in all material respects and fairly present the consolidated financial condition of such Person at and as of the dates thereof and the results of its operations for the periods covered thereby, and (b) in the event that the certifying party is an officer of Tenant and the certificate is being given in such capacity, that no Event of Default has occurred and is continuing hereunder.

1.40 "FISCAL YEAR" shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.41 "FIXTURES" shall have the meaning given such term in SECTION 2.1(d).

1.42 "FUEL SALES CAP" shall mean, for the 2012 Lease Year, three tenths of one percent (0.3%) of the aggregate Base Fuel Gross Revenues for the Leased Property; and, for each Lease Year thereafter, (x) the Additional Rent on account of Excess Fuel Gross Revenues for the prior Lease Year multiplied by (y) the greater of one, or a fraction, the numerator of which is the Index for January of the then current Lease Year and the denominator of which is the Index for January of the preceding Lease Year.

1.43 "GAAP" shall mean generally accepted accounting principles consistently applied.

1.44 "GOVERNMENT AGENCIES" shall mean any court, agency, authority, board (including, without limitation, environmental

7

protection, planning and zoning), bureau, commission, department, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or any State or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or any Property, or any portion thereof, or any Travel Center operated thereon.

1.45 "GROSS FUEL REVENUES" shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from the provision, sale or trade of motor fuel and gasoline at such Property; PROVIDED, HOWEVER, that Gross Fuel Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); and any amounts included in Gross Non-Fuel Revenues; FURTHER, PROVIDED, that, with respect to any Property subject to a TA Franchise Agreement, Gross Fuel Revenues shall be the Gross Fuel Revenues of the franchisee under the TA Franchise Agreement (to the extent compliant with Section 856(d)(2) of the Code) and not include amounts otherwise payable to the franchisor under such TA Franchise Agreement.

1.46 "GROSS NON-FUEL REVENUES" shall mean, with respect to any Property, for each Fiscal Year during the Term, all revenues and receipts (determined on an accrual basis and in all material respects in accordance with GAAP) of every kind derived from renting, using and/or operating such Property and parts thereof, including, but not limited to: all rents and revenues received or receivable for the use of or otherwise by reason of all goods sold, services performed, space or facilities subleased on such Property, or any portion thereof, including, without limitation, any other arrangements with third parties relating to the possession or use of any portion of such Property; and proceeds, if any, from business interruption or other loss of income insurance; PROVIDED, HOWEVER, that Gross Non-Fuel Revenues shall not include the following: allowances according to GAAP for uncollectible accounts, including credit card accounts and other administrative discounts; federal, state or municipal excise, sales, use, occupancy or similar taxes included as part of the sales price of any goods or services; insurance proceeds (other than proceeds from business interruption or other loss of income

8

insurance); Award proceeds (other than for a temporary Condemnation); any proceeds from any sale of such Property or from the refinancing of any debt encumbering such Property; proceeds from the disposition of furnishings, fixture and equipment no longer necessary for the operation of the Travel Center located thereon; any security deposits and other advance deposits, until and unless the same are forfeited to Tenant or applied for the purpose for which they were collected; interest income from any bank account or investment of Tenant; and any amounts included in Gross Fuel Revenues; FURTHER, PROVIDED, that, with respect to any Property subject to a TA Franchise Agreement, Gross Non-Fuel Revenues shall be the Gross Non-Fuel Revenues of the franchisee under the TA Franchise Agreement (to the extent compliant with Section 856(d)(2) of the Code) and not include amounts otherwise payable to the franchisor under such TA Franchise Agreement.

1.47 "GROUND LEASES" shall mean, collectively, any and all ground leases in effect with respect to any portion of the Real Property.

1.48 "GUARANTOR" shall mean, collectively, TCA, Subtenant, TravelCenters of America Holding Company LLC, TA Franchise Systems LLC and each and every other guarantor of Tenant's obligations under this Agreement, and each such guarantor's successors and assigns, jointly and severally.

1.49 "GUARANTY" shall mean any guaranty agreement executed by a Guarantor in favor of Landlord pursuant to which the payment or performance of Tenant's obligations under this Agreement are guaranteed, together with all modifications, amendments and supplements thereto.

1.50 "HAZARDOUS SUBSTANCES" shall mean any substance:

(a) the presence of which requires or may hereafter require notification, investigation or remediation under any Applicable Law; or

(b) which is or becomes defined as a "hazardous waste", "hazardous material" or "hazardous substance" or "pollutant" or "contaminant" under any Applicable Law including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 ET SEQ.) and the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 ET SEQ.) and the regulations promulgated thereunder; or

(c) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any Governmental Agencies; or

(d) the presence of which on any Property, or any portion thereof, causes or materially threatens to cause an unlawful nuisance upon such Property, or any portion thereof, or to adjacent properties or poses or materially threatens to pose a hazard to such Property, or any portion thereof, or to the health or safety of persons; or

(e) without limitation, which contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or

(f) without limitation, which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

(g) without limitation, which contains or emits radioactive particles, waves or material.

1.51 "IMMEDIATE FAMILY" shall mean, with respect to any individual, such individual's spouse, parents, brothers, sisters, children (natural or adopted), stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and nieces.

1.52 "IMPOSITIONS" shall mean, collectively, all taxes (including, without limitation, all taxes imposed under the laws of any State, as such laws may be amended from time to time, and all ad valorem, sales and use, occupancy, or similar taxes as the same relate to or are imposed upon Landlord, Tenant or the business conducted upon the Leased Property), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the date hereof), ground rents (including any minimum rent under any ground lease, and any additional rent or charges thereunder), water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted upon the Leased Property by Tenant (including all interest and penalties thereon due to any failure in payment

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by Tenant), which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (a) Landlord's interest in the Leased Property, (b) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof by Tenant; PROVIDED, HOWEVER, that nothing contained herein shall be construed to require Tenant to pay and the term "Impositions" shall not include (i) any tax based on net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee (but excluding any mortgage or similar tax payable in connection with a Property Mortgage) or other tax imposed with respect to the sale, exchange or other disposition by Landlord of the Leased Property or the proceeds thereof, (iv) any single business, gross receipts tax, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Landlord, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to SECTION 3.1.3, (vi) any impositions imposed on Landlord that are a result of Landlord not being considered a "United States person" as defined in Section 7701(a)(30) of the Code, (vii) any impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Agreement or (viii) any impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement governing Landlord's conduct or operation or as a result of the negligence or willful misconduct of Landlord.

1.53 "INDEBTEDNESS" shall mean (without duplication), (i) all obligations for borrowed money, (ii) the maximum amount available to be drawn under all surety bonds, letters of credit and bankers' acceptances issued or created for the account of Tenant and, without duplication, all unreimbursed drafts drawn thereunder, (iii) all obligations to pay the deferred purchase price of property or services, excluding trade payables incurred in the ordinary course of business, but including all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be recorded as capital leases on Tenant's balance sheet, (v) the principal balance outstanding and owing by Tenant

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under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, and (vi) all guaranties of or other liabilities with respect to the debt of another Person.

1.54 "INDEX" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S., All Items, 1982-1984=100. The Index is presently published by the Bureau of Labor Statistics of the United States Department of Labor. If publication of the Index ceases, computations with respect to which the Index is to be applied shall be computed on the basis of whatever index published by the United States Department of Labor at that time is most nearly comparable. If the Index ceases to use 1982-84=100 as the basis of calculation, then the Index shall be converted to the amount(s) that would have resulted had the manner of calculating the Index in effect at the Commencement Date.

1.55 "INSURANCE REQUIREMENTS" shall mean all terms of any insurance policy required by this Agreement and all requirements of the issuer of any such policy and all orders, rules and regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon Landlord, Tenant, any Manager or the Leased Property.

1.56 "INTEREST RATE" shall mean eight and one half percent (8.5%) per annum.

1.57 "LAND" shall have the meaning given such term in SECTION 2.1(a).

1.58 "LANDLORD" shall have the meaning given such term in the preambles to this Agreement and shall also include their respective permitted successors and assigns.

1.59 "LANDLORD DEFAULT" shall have the meaning given such term in ARTICLE 14.

1.60 "LANDLORD LIENS" shall mean liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in

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the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); PROVIDED, HOWEVER, that "LANDLORD LIEN" shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

1.61 "LEASE YEAR" shall mean any Fiscal Year or portion thereof during the Term.

1.62 "LEASED IMPROVEMENTS" shall have the meaning given such term in
SECTION 2.1(b).

1.63 "LEASED INTANGIBLE PROPERTY" shall mean all agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership, repair, maintenance, management, leasing or operation of the Leased Property, or any portion thereof, to which Landlord is a party; all books, records and files relating to the leasing, maintenance, management or operation of the Leased Property, or any portion thereof, belonging to Landlord; all transferable or assignable permits, certificates of occupancy, operating permits, sign permits, development rights and approvals, certificates, licenses, warranties and guarantees, rights to deposits and telephone exchange numbers identified with the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character belonging to Landlord with respect to the Leased Property.

1.64 "LEASED PROPERTY" shall have the meaning given such term in
SECTION 2.1.

1.65 "LEGAL REQUIREMENTS" shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Property or the maintenance, construction, alteration or operation thereof, whether now or hereafter enacted or in existence, including, without limitation, (a) all permits, licenses, authorizations and regulations necessary to operate any Property for its Permitted Use, and (b) all covenants, agreements, restrictions and encumbrances contained in any instruments at any time in force affecting any Property, including those which may (i) require material repairs, modifications or alterations in or to any Property or (ii) in any way materially and adversely affect the

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use and enjoyment thereof, but excluding any requirements arising as a result of Landlord's status as a real estate investment trust.

1.66 "LIEN" shall mean any mortgage, security interest, pledge, collateral assignment, or other encumbrance, lien or charge of any kind, or any transfer of property or assets for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of general creditors.

1.67 "MANAGER" shall mean, with respect to any Property, the operator or manager under any Management Agreement from time to time in effect with respect to such Property, and its permitted successors and assigns.

1.68 "MANAGEMENT AGREEMENT" shall mean, with respect to any Property, any operating, management, franchise or branding agreement from time to time entered into by Tenant with respect to such Property in accordance with the applicable provisions of this Agreement, together with all amendments, modifications and supplements thereto, excluding, however, any TA Franchise Agreement.

1.69 "MINIMUM RENT" shall mean (a) with respect to the period commencing on the Commencement Date and expiring on the day preceding the first anniversary of the Commencement Date, $153,500,000 per annum; (b) with respect to the period commencing on the first anniversary of the Commencement Date and expiring on the day preceding the second anniversary of the Commencement Date, $157,000,000 per annum; (c) with respect to the period commencing on the second anniversary of the Commencement Date and expiring on the day preceding the third anniversary of the Commencement Date, $161,000,000 per annum; (d) with respect to the period commencing on the third anniversary of the Commencement Date and expiring on the day preceding the fourth anniversary of the Commencement Date, $165,000,000 per annum; (e) with respect to the period commencing on the fourth anniversary of the Commencement Date and expiring on the day preceding the fifth anniversary of the Commencement Date, $170,000,000 per annum; and (f) with respect to the period commencing on the fifth anniversary of the Commencement Date and thereafter, $175,000,000 per annum; subject, in each case, to adjustment as provided in SECTION 3.1.1(b).

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1.70 "NOTICE" shall mean a notice given in accordance with SECTION 23.10.

1.71 "OFFICER'S CERTIFICATE" shall mean a certificate signed by an officer or other duly authorized individual of the certifying Entity duly authorized by the board of directors or other governing body of the certifying Entity.

1.72 "OPERATING RIGHTS" shall have the meaning given such term in
Section 5.3.

1.73 "OVERDUE RATE" shall mean, on any date, a per annum rate of interest equal to the lesser of the Disbursement Rate plus four percent (4%) and the maximum rate then permitted under applicable law.

1.74 "PARENT" shall mean, with respect to any Person, any Person which owns directly, or indirectly through one or more Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting or beneficial interest in, or otherwise has the right or power (whether by contract, through ownership of securities or otherwise) to control, such Person.

1.75 "PERMITTED ENCUMBRANCES" shall mean, with respect to any Property, all rights, restrictions, and easements of record set forth on Schedule B to the applicable owner's or leasehold title insurance policy issued to Landlord with respect to such Property, plus any other encumbrances as may have been granted or caused by Landlord or otherwise consented to in writing by Landlord from time to time.

1.76 "PERMITTED LIENS" shall mean any Liens granted in accordance with
SECTION 21.8(a).

1.77 "PERMITTED USE" shall mean, with respect to any Property, any use of such Property permitted pursuant to SECTION 4.1.1.

1.78 "PERSON" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

1.79 "PROPERTY" shall have the meaning given such term in SECTION 2.1.

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1.80 "PROPERTY MORTGAGE" shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with ARTICLE 20.

1.81 "PROPERTY MORTGAGEE" shall mean the holder of any Property Mortgage.

1.82 "REAL PROPERTY" shall have the meaning given such term in Section 2.1.

1.83 "RENT" shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.84 "RETAINED BUILDINGS" shall mean the buildings owned or operated by Tenant and located on the Real Property described on Exhibit B, attached hereto and made a part hereof.

1.85 "SARA" shall mean the Superfund Amendments and Reauthorization Act of 1986, as the same has been and may be amended, restated, modified or supplemented from time to time.

1.86 "SEC" shall mean the Securities and Exchange Commission.

1.87 "STATE" shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.88 "SUBORDINATED CREDITOR" shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.89 "SUBORDINATION AGREEMENT" shall mean any agreement (and any amendments thereto) executed by a Subordinated Creditor pursuant to which the payment and performance of Tenant's obligations to such Subordinated Creditor are subordinated to the payment and performance of Tenant's obligations to Landlord under this Agreement.

1.90 "SUBSIDIARY" shall mean, with respect to any Person, any Entity
(a) in which such Person owns directly, or indirectly through one or more Subsidiaries, twenty percent (20%) or more of the voting or beneficial interest or (b) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise).

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1.91 "SUBTENANT" shall mean TA Operating LLC, a Delaware limited liability company, and its permitted successors and assigns.

1.92 "SUCCESSOR LANDLORD" shall have the meaning given such term in
SECTION 20.2.

1.93 "SUPERIOR LANDLORD" shall have the meaning given such term in
SECTION 20.2.

1.94 "SUPERIOR LEASE" shall have the meaning given such term in SECTION 20.2.

1.95 "SUPERIOR MORTGAGE" shall have the meaning given such term in
SECTION 20.2.

1.96 "SUPERIOR MORTGAGEE" shall have the meaning given such term in
SECTION 20.2.

1.97 "TA FRANCHISE AGREEMENT" shall mean a franchise agreement and, if applicable, any network lease agreement associated with such franchise agreement, between TCA, or one of its Affiliated Persons, as franchisor, and a Person who is not an Affiliated Person of TCA, as franchisee, for the operation of a Travel Center or other hospitality, fuel and/or service facility by such Person.

1.98 "TCA" shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.

1.99 "TENANT" shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.

1.100 "TENANT'S PERSONAL PROPERTY" shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, equipment, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant (excluding Tenant's accounts receivables) acquired by Tenant before, on or after the Commencement Date and located at the Real Property or used in Tenant's business at the Real Property and all modifications, replacements, alterations and additions to such personal property installed at the expense of Tenant, other than any items included within the definition of Fixtures.

1.101 "TERM" shall have the meaning given such term in SECTION 2.3.

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1.102 "TRANSFERRED TRADEMARKS" shall mean all trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, owned by or licensed to Landlord and used in connection with any Travel Center or any other hospitality, fuel and service facility including without limitation trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, such as "TravelCenters of America", "TA", "Goasis", "Country Pride", "Fork in the Road" and "Buckhorn Family Restaurants" whether or not used at or on the Real Property; and all other licensable intellectual property of any kind or character belonging to Landlord with respect to the Leased Property.

1.103 "TRAVEL CENTER" shall mean, with respect to any Property, collectively, the hospitality, fuel and service facilities located at such Property, including, hotel, food and beverage services facilities, fuel pumps, facilities for the storage and distribution of petroleum products, retail shops and other facilities and services being operated or proposed to be operated on such Property.

1.104 "UNSUITABLE FOR ITS PERMITTED USE" shall mean, with respect to any Travel Center, a state or condition such that following any damage, destruction or Condemnation, such Travel Center cannot be operated on a commercially practicable basis for its Permitted Use and it cannot reasonably be expected to be restored to substantially the same condition as existed immediately before such damage, destruction or Condemnation, and as otherwise required by this Agreement, within twenty-four (24) months following such damage, destruction or Condemnation or such longer period of time as to which business interruption insurance or Award proceeds is available to cover Rent and other costs related to the applicable Property following such damage, destruction or Condemnation.

1.105 "WORK" shall have the meaning given such term in SECTION 10.2.4.

ARTICLE 2

LEASED PROPERTY AND TERM

2.1 LEASED PROPERTY. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases and licenses to Tenant and Tenant leases and licenses from Landlord all of Landlord's right, title and interest (other than the Retained

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Buildings) in and to all of the following (each of items (a) through (g) below which, as of the Commencement Date, relates to any single Travel Center, a "PROPERTY" and, collectively, the "LEASED PROPERTY", and those portions of the Leased Property described in items (a) through (d) below being the "REAL PROPERTY"):

(a) those certain tracts, pieces and parcels of land, as more particularly described in EXHIBITS A-1 THROUGH A-146, attached hereto and made a part hereof (the "LAND");

(b) all buildings, structures and other improvements of every kind including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the "LEASED IMPROVEMENTS");

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements;

(d) all equipment, machinery, and fixtures integral to the operation of the Leased Improvements and other items of property, now or hereafter permanently affixed or integral to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto, but specifically excluding all items included within the category of Tenant's Personal Property (collectively, the "FIXTURES");

(e) all of the Leased Intangible Property;

(f) any and all leases of space in the Leased Improvements; and

(g) all of the Transferred Trademarks whether or not used at or on any Property (such rights of Tenant in the Transferred Trademarks being nonexclusive, worldwide, non-assignable but sublicensable to the extent expressly set forth in this Agreement).

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2.2 CONDITION OF LEASED PROPERTY. Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its "as is" condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord's rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord's or Tenant's name, all at Tenant's sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys' fees) incurred by Landlord in connection with such cooperation.

2.3 TERM. The term of this Agreement (the "TERM") shall commence on the Commencement Date and shall expire on December 31, 2022.

The term hereof with respect to the Existing Third Party Trade Names and Service Mark Rights shall be co-terminous with the duration of the third party rights thereto as of the Commencement Date and may extend beyond the Term or any earlier termination of the Term hereof (but not later than December 31, 2025), and Tenant's obligations hereunder to Landlord with respect to any such Existing Third Party Trade Names and Service

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Mark Rights shall apply throughout such additional period as if it were part of the Term; Tenant hereby representing that such extension for the period beyond what would have been the Term had it expired by passage of time does not apply to more than five (5) Travel Centers or other hospitality, fuel and service facilities in the aggregate.

ARTICLE 3

RENT

3.1 RENT. Tenant shall pay, in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset, abatement, demand or deduction (unless otherwise expressly provided in this Agreement), Minimum Rent and Additional Rent to Landlord and Additional Charges to the party to whom such Additional Charges are payable, during the Term. All payments to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Rent for any partial calendar month shall be prorated on a per diem basis.

3.1.1 MINIMUM RENT.

(a) PAYMENTS. Minimum Rent shall be paid in equal monthly installments in arrears on the first Business Day of each calendar month during the Term.

(b) ADJUSTMENTS OF MINIMUM RENT FOLLOWING DISBURSEMENTS UNDER SECTIONS 5.1.2(B), 10.2.3 AND 11.2. Effective on the date of each disbursement to pay for the cost of any repairs, maintenance, renovations or replacements pursuant to SECTIONS 5.1.2(B), 10.2.3 OR 11.2, the annual Minimum Rent shall be increased by a PER ANNUM amount equal to the Disbursement Rate times the amount so disbursed.

3.1.2 ADDITIONAL RENT.

(a) AMOUNT. Tenant shall pay additional rent ("ADDITIONAL RENT") with respect to each Lease Year during the Term subsequent to the Base Year, with respect to each Property, in an amount equal to the sum of (x) three-tenths of one percent (0.3%) of Excess Fuel Gross Revenues at such Property and (y) three percent (3%) of Excess Non-Fuel Gross Revenues at such Property; PROVIDED, HOWEVER, that in no Lease Year shall Tenant be obligated to pay an aggregate

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amount on account of Excess Fuel Gross Revenues at the Leased Property in excess of the Fuel Sales Cap.

(b) QUARTERLY INSTALLMENTS. Installments of Additional Rent for each Lease Year during the Term, or portion thereof, shall be calculated and paid quarterly in arrears, on the first Business Day of the subsequent quarter, together with an Officer's Certificate setting forth the calculation of Additional Rent due and payable for such quarter.

(c) RECONCILIATION OF ADDITIONAL RENT. In addition, within seventy-five (75) days after the end of the Base Year and each Lease Year thereafter (or any portion thereof occurring during the Term), Tenant shall deliver, or cause to be delivered, to Landlord (i) a financial report setting forth the Gross Fuel Revenues and Gross Non-Fuel Revenues for each Property for such preceding Lease Year, or portion thereof, together with an Officer's Certificate from Tenant's chief financial or accounting officer certifying that such report is true and correct, (ii) an audit of Gross Fuel Revenues and Gross Non-Fuel Revenues prepared by a firm of independent certified public accountants proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and (iii) a statement showing Tenant's calculation of Additional Rent due for such preceding Lease Year based on the Gross Fuel Revenues and Gross Non-Fuel Revenues set forth in such financial report, together with an Officer's Certificate from Tenant's chief financial or accounting officer certifying that such statement is true and correct.

If the annual Additional Rent for such preceding Lease Year as set forth in Tenant's statement thereof exceeds the amount previously paid with respect thereto by Tenant, Tenant shall pay such excess to Landlord at such time as the statement is delivered, together with interest at the Interest Rate, which interest shall accrue from the close of such preceding Lease Year until the date that such statement is required to be delivered and, thereafter, such interest shall accrue at the Overdue Rate, until the amount of such difference shall be paid or otherwise discharged. If the annual Additional Rent for such preceding Lease Year as shown in such statement is less than the amount previously paid with respect thereto by Tenant, Landlord shall grant Tenant a credit against the Additional Rent next coming due in the amount of such difference, together with

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interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date such credit is applied or paid, as the case may be. If such credit cannot be made because the Term has expired prior to application in full thereof, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment by Landlord.

(d) CONFIRMATION OF ADDITIONAL RENT. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with its usual and customary practices and in all material respects in accordance with GAAP, which will accurately record all Gross Fuel Revenues and all Gross Non-Fuel Revenues and Tenant shall retain, for at least three (3) years after the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all Gross Fuel Revenues and Gross Non-Fuel Revenues for such Lease Year. Landlord, at its own expense, shall have the right, exercisable by Notice to Tenant, by its accountants or representatives, to audit the information set forth in the Officer's Certificate referred to in subparagraph (c) above and, in connection with any such audit, to examine Tenant's books and records with respect thereto (including supporting data and sales and excise tax returns). Landlord shall begin such audit as soon as reasonably possible following its receipt of the applicable Officer's Certificate and shall complete such audit as soon as reasonably possible thereafter. All such audits shall be performed at the location where such books and records are customarily kept and in such a manner so as to minimize any interference with Tenant's business operations. If any such audit discloses a deficiency in the payment of Additional Rent and, either Tenant agrees with the result of such audit or the matter is otherwise determined, Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate, from the date such payment should have been made to the date of payment thereof. If any such audit discloses that Tenant paid more Additional Rent for any Lease Year than was due hereunder, and either Landlord agrees with the result of such audit or the matter is otherwise determined, Landlord shall, at Landlord's option, either grant Tenant a credit or pay to Tenant an amount equal to the amount of such overpayment against

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Additional Rent next coming due in the amount of such difference, as finally agreed or determined, together with interest at the Interest Rate, which interest shall accrue from the time of payment by Tenant until the date such credit is applied or paid, as the case may be; PROVIDED, HOWEVER, that, upon the expiration or sooner termination of the Term, Landlord shall pay the unapplied balance of such credit to Tenant, together with interest at the Interest Rate, which interest shall accrue from the date of payment by Tenant until the date of payment from Landlord. Any dispute concerning the correctness of an audit shall be settled by arbitration pursuant to the provisions of ARTICLE 22.

Any proprietary information obtained by Landlord with respect to Tenant pursuant to the provisions of this Agreement shall be treated as confidential, except that such information may be disclosed or used, subject to appropriate confidentiality safeguards, pursuant to court order or in any litigation between the parties and except further that Landlord may disclose such information to its prospective lenders, provided that Landlord shall direct such lenders to maintain such information as confidential. The obligations of Tenant and Landlord contained in this SECTION 3.1.2 shall survive the expiration or earlier termination of this Agreement.

3.1.3 ADDITIONAL CHARGES. In addition to the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or cause to be paid) to the appropriate parties and discharge (or cause to be discharged) as and when due and payable the following (collectively, "ADDITIONAL CHARGES"):

(a) IMPOSITIONS. Subject to ARTICLE 8 relating to permitted contests, Tenant shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such

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Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and, in such event, shall pay, or cause to pay, such installments during the Term as the same become due and before any fine, penalty, premium, further interest or cost may be added thereto. Landlord, at its expense, shall, to the extent required or permitted by Applicable Law, prepare and file, or cause to be prepared and filed, all tax returns and pay all taxes due in respect of Landlord's net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, franchise taxes and taxes on its capital stock or other equity interests, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by Government Agencies. If any refund shall be due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant, the same shall be paid over to or retained by Tenant. Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. In the event Government Agencies classify any property covered by this Agreement as personal property, Tenant shall file, or cause to be filed, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns for property covered by this Agreement, Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to file a protest. All Impositions assessed against such personal property shall be (irrespective of whether Landlord or Tenant shall file the relevant return) paid by Tenant not later than the last date on which the same may be made without interest or penalty, subject to the provisions of ARTICLE 8.

Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, HOWEVER, that Landlord's failure to give any such notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions.

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(b) UTILITY CHARGES. Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in connection with the Leased Property.

(c) INSURANCE PREMIUMS. Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained pursuant to ARTICLE 9.

(d) OTHER CHARGES. Tenant shall pay or cause to be paid all other amounts, liabilities and obligations, including, without limitation, ground rents, if any, and all amounts payable under any equipment leases and all agreements to indemnify Landlord under SECTION 9.5.

(e) REIMBURSEMENT FOR ADDITIONAL CHARGES. If Tenant pays or causes to be paid property taxes or similar or other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Agreement, Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of its estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Agreement.

3.2 LATE PAYMENT OF RENT, ETC. If any installment of Minimum Rent, Additional Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Landlord) shall not be paid within ten
(10) days after its due date, Tenant shall pay Landlord, on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Property Mortgagee pursuant to any requirement of this Agreement, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due. If any payments due from Landlord to Tenant shall not be paid within ten (10) days after its due date, Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment from the due date of such installment to the date of payment thereof.

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In the event of any failure by Tenant to pay any Additional Charges when due, Tenant shall promptly pay and discharge, as Additional Charges, every fine, penalty, interest and cost which is added for non-payment or late payment of such items. Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Agreement or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent and Additional Rent.

3.3 NET LEASE, ETC. The Rent shall be absolutely net to Landlord so that this Agreement shall yield to Landlord the full amount of the installments or amounts of the Rent throughout the Term, subject to any other provisions of this Agreement which expressly provide otherwise, including those provisions for adjustment or abatement of such Rent. Landlord and Tenant acknowledge and agree that none of the Rent provided for under this Agreement is allocable to any personal property included in the Leased Property.

3.4 NO TERMINATION, ABATEMENT, ETC. Except as otherwise specifically provided in this Agreement, each of Landlord and Tenant, to the maximum extent permitted by law, shall remain bound by this Agreement in accordance with its terms and shall not take any action without the consent of the other to modify, surrender or terminate this Agreement. In addition, except as otherwise expressly provided in this Agreement, Tenant shall not seek, or be entitled to, any abatement, deduction, deferment or reduction of the Rent, or set-off against the Rent, nor shall the respective obligations of Landlord and Tenant be otherwise affected by reason of (a) any damage to or destruction of the Leased Property, or any portion thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful prohibition of, or restriction upon, Tenant's use of the Leased Property, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim which Tenant may have against Landlord by reason of any default (other than a monetary default) or breach of any warranty by Landlord under this Agreement or any other agreement between Landlord and Tenant, or to which Landlord and Tenant are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Landlord or any assignee or transferee of Landlord; or (e) for any other cause whether similar or dissimilar to any of the foregoing (other than a monetary default by Landlord). Except as otherwise specifically provided in this Agreement, Tenant hereby waives all rights arising from

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and occurrence whatsoever, which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Agreement or quit or surrender the Leased Property, or any portion thereof, or (b) which would entitle Tenant to any abatement, reduction, suspension or deferment of the Rent or other sums payable or other obligations to be performed by Tenant hereunder. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, and the Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Agreement.

ARTICLE 4

USE OF THE LEASED PROPERTY

4.1 PERMITTED USE.

4.1.1 PERMITTED USE.

(a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of the Commencement Date. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter's regulations. Tenant shall, at its sole cost (except as expressly provided in

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SECTION 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.

(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; PROVIDED, HOWEVER, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an "OFFER") to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlord's option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to, at Landlord's option, (x) eight and one half percent (8.5%) of the projected net proceeds determined by reference to such Offer (and, at Landlord's request, Tenant shall cause TCA (or its Affiliated Persons) to enter into a franchise agreement on

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market terms with Landlord or Landlord's designee providing for the operation of such Property by Landlord or such designee as a Travel Center under the TCA brand) or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this
SECTION 4.1.1(b) with respect to more than 15 Properties during the Term.

4.1.2 NECESSARY APPROVALS. Tenant shall proceed with all due diligence and exercise reasonable efforts to obtain and maintain, or cause to be obtained and maintained, all approvals necessary to use and operate, for its Permitted Use, each Property and the Travel Center located thereon under applicable law.

4.1.3 LAWFUL USE, ETC. Tenant shall not, and shall not permit any Person to, use or suffer or permit the use of any Property or Tenant's Personal Property, if any, for any unlawful purpose. Tenant shall not, and shall not permit any Person to, commit or suffer to be committed any waste on any Property, or in any Travel Center, nor shall Tenant cause or permit any unlawful nuisance thereon or therein. Tenant shall not, and shall not permit any Person to, suffer nor permit any Property, or any portion thereof, to be used in such a manner as (i) may materially and adversely impair Landlord's or Tenant's title thereto or to any portion thereof, or (ii) may reasonably allow a claim or claims for adverse usage or adverse possession by the public, as such, or of implied dedication of such Property, or any portion thereof.

4.2 COMPLIANCE WITH LEGAL/INSURANCE REQUIREMENTS, ETC. Subject to the provisions of SECTION 5.1.2(b) and ARTICLE 8, Tenant, at its sole expense, shall (i) comply with (or cause to be complied with) all material Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration and restoration of any Property and with the terms and conditions of any ground lease affecting any Property, (ii) perform (or cause to be performed) in a timely fashion all of Landlord's obligations under any ground lease affecting any Property and (iii) procure, maintain and comply with (or cause to be procured, maintained and complied with) all material licenses, permits and other authorizations and agreements required for any use of any Property and Tenant's Personal Property, if any, then being made, and for the proper erection,

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installation, operation and maintenance of the Leased Property or any part thereof.

4.3 ENVIRONMENTAL MATTERS.

4.3.1 RESTRICTION ON USE, ETC. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall not, and shall not permit any Person to, store on, release or spill upon, dispose of or transfer to or from such Property any Hazardous Substance, except in compliance with all Applicable Laws. During the Term and any other time that Tenant shall be in possession of any Property, Tenant shall maintain (or shall cause to be maintained) such Property at all times free of any Hazardous Substance (except in compliance with all Applicable Laws). Tenant shall promptly (and shall direct any Manager to promptly): (a) upon receipt of notice or knowledge, notify Landlord in writing of any material change in the nature or extent of Hazardous Substances at any Property, (b) transmit to Landlord a copy of any report which is required to be filed by Tenant or any Manager with respect to any Property pursuant to SARA Title III or any other Applicable Law, (c) transmit to Landlord copies of any citations, orders, notices or other governmental communications received by Tenant or any Manager or their respective agents or representatives with respect to Hazardous Substances or violations or alleged violations of Applicable Law (each an "ENVIRONMENTAL NOTICE"), which Environmental Notice requires a written response or any action to be taken and/or if such Environmental Notice gives notice of and/or presents a material risk of any material violation of any Applicable Law and/or presents a material risk of any material cost, expense, loss or damage (an "ENVIRONMENTAL OBLIGATION"), (d) observe and comply with (or cause to be observed and complied with) all Applicable Laws relating to the use, storage, maintenance and disposal of Hazardous Substances and all orders or directives from any official, court or agency of competent jurisdiction relating to the use, storage or maintenance, or requiring the removal, treatment, containment or other disposition of Hazardous Substances, and (e) pay or otherwise dispose (or cause to be paid or otherwise disposed) of any fine, charge or Imposition related to Hazardous Substances or violations of Applicable Law for which Tenant or any Person claiming by, through or under Tenant and/or Landlord are legally liable, unless Tenant or any Manager shall contest the same in good faith and by appropriate proceedings and the right to use and the value of any of the Leased Property is not materially and adversely affected thereby.

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If, at any time prior to the termination of this Agreement, Hazardous Substances (other than those maintained in accordance with Applicable Laws) are discovered on any Property, subject to Tenant's right to contest the same in accordance with ARTICLE 8, Tenant shall take (and shall cause to be taken) all actions and incur any and all expenses, as are required by any Government Agency and by Applicable Law, (i) to clean up and remove from and about such Property all Hazardous Substances thereon, (ii) to contain and prevent any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property and (iii) to use good faith efforts to eliminate any further discharge, release or threat of discharge or release of Hazardous Substances on or about such Property.

4.3.2 ENVIRONMENTAL REPORT. Tenant shall, at its sole cost and expense, provide Landlord with an Environmental Report (as hereinafter defined), prepared by an environmental consultant reasonably acceptable to Landlord and dated within sixty (60) days of the expiration or sooner termination of this Agreement concluding, subject to customary limitations and standards, that Tenant shall have complied with all of its obligations under SECTION 4.3 of this Agreement to date and that the Leased Property does not contain any Hazardous Substances, other than in compliance with Applicable Laws, and which, at Landlord's request, Tenant shall remove from the Leased Property on or before the expiration or sooner termination hereof. An "Environmental Report" shall be a so-called "Phase I" report or such other level of investigation which shall be the standard of diligence in the purchase or lease of similar property at the time, together with any additional investigation and report which would be needed to make the conclusions required above or which would customarily follow any discovery contained in any initial report(s), and for which the investigation and testing on which the conclusions shall have been based shall have been performed not earlier than thirty (30) days prior to the date of such report.

4.3.3 SURVIVAL. The provisions of this SECTION 4.3 shall survive the expiration or sooner termination of this Agreement.

4.4 GROUND LEASES. Tenant shall pay and perform all of Landlord's obligations as tenant under the Ground Leases. If Landlord has the right, under the provisions of any of the Ground Leases, to elect to renew or extend the term of such Ground Leases or to purchase the ground leased property, Tenant shall so notify Landlord at least one hundred eighty (180) days

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(but no more than one (1) year) prior to the expiration of the period within which Landlord is obligated to notify the landlord under such Ground Leases of its election to renew, extend or purchase, as the case may be. Such notice from Tenant shall contain all of the relevant facts about the impending election to renew, extend or purchase, including, as applicable, the length of the period of renewal, the rental rate and/or the purchase price. In the event of the expiration or termination of any Ground Lease, this Agreement shall terminate with respect to such Property as of the date of such expiration or termination; PROVIDED, HOWEVER, in such event, there shall be no reduction in the Minimum Rent.

ARTICLE 5

MAINTENANCE AND REPAIRS

5.1 MAINTENANCE AND REPAIR.

5.1.1 TENANT'S GENERAL OBLIGATIONS.

(a) Tenant shall keep (or cause to be kept), at Tenant's sole cost and expense, the Leased Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's or any Manager's use, any prior use, the elements or the age of the Leased Property or Tenant's Personal Property or any portion thereof), and shall promptly make or cause to be made all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise). All repairs shall be made in a good, workmanlike manner, consistent with industry standards for comparable Travel Centers in like locales, in accordance with all applicable federal, state and local statutes, ordinances, codes, rules and regulations relating to any such work. Tenant shall not take or omit to take (or permit any Person to take or omit to take) any action, the taking or omission of which would materially and adversely impair the value or the usefulness of the Leased Property or any material part thereof for its Permitted Use. Tenant's use, occupancy and maintenance of the Leased Property shall comply with all published requirements

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imposed from time to time on a system-wide basis for TCA Travel Centers. Tenant's obligations under this SECTION 5.1.1 shall be limited in the event of any casualty or Condemnation as set forth in ARTICLE 10 and ARTICLE 11 and Tenant's obligations with respect to Hazardous Substances are as set forth in SECTION 4.3.

(b) Tenant shall prepare and submit to Landlord for Landlord's approval, on or before December 1 of each Lease Year during the Term hereof and for the next following Lease Year, a detailed budget (the "CAPITAL REPLACEMENTS BUDGET") for each Property, projecting all costs, expenses and expenditures expected to be incurred at such Property during the following Lease Year for Capital Additions. Each Capital Replacements Budget shall be supplemented by such information as Landlord shall reasonably request from time to time.

(c) ALLOWANCE. Provided that no Event of Default shall have occurred and be continuing hereunder and Tenant shall otherwise comply with the applicable provisions of ARTICLE 6, Landlord shall provide Tenant with an allowance of up to One Hundred Twenty-Five Million Dollars ($125,000,000) (the "ALLOWANCE") to pay for the cost of certain improvements and additions to the Real Property as set forth on EXHIBIT C, attached hereto and made a part hereof, or such other improvements and additions as may be approved in the Capital Replacements Budget from time to time, which improvements and additions are completed in compliance with all applicable terms of this Agreement, on or before December 31, 2015; PROVIDED, HOWEVER, Tenant may not draw more than $25 million of the Allowance per year during each of the first five Lease Years of the Term. Tenant shall provide Landlord with appropriate invoices and such other documentation and information as Landlord shall reasonably request each time Tenant requests a disbursement of the Allowance. There shall be no adjustment of Minimum Rent in connection with any such disbursement of the Allowance to Tenant. At Landlord's option, disbursements of the Allowance may be conditioned on Tenant satisfying the applicable provisions of SECTION 10.2.4 for the disbursement of insurance proceeds.

5.1.2 LANDLORD'S OBLIGATIONS.

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be

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required to build or rebuild any improvement on the Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at the expense of Landlord pursuant to any law in effect on the Commencement Date or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic's lien laws now or hereafter existing.

(b) If, pursuant to the terms of this Agreement, Tenant is required to make any Capital Expenditures, including, without limitation, the Capital Expenditures identified in any Capital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required Capital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of ARTICLE 6, Landlord shall, within ten
(10) Business Days after such Notice, subject to and in accordance with the applicable provisions of ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in SECTION 3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant's obligation to make such required Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such Capital Expenditure.

5.1.3 NONRESPONSIBILITY OF LANDLORD, ETC. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice

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that liens on the Leased Property or on Landlord's interest therein are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished to Tenant or any Manager or for any other purpose during the term of this Agreement.

Nothing contained in this Agreement shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the performance of any labor or the furnishing of any materials for any alteration, addition, improvement or repair to the Leased Property or any part thereof or as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Leased Property or any part thereof nor to subject Landlord's estate in the Leased Property or any part thereof to liability under any mechanic's lien law of any State in any way, it being expressly understood Landlord's estate shall not be subject to any such liability.

5.2 TENANT'S PERSONAL PROPERTY. Tenant shall provide and maintain (or cause to be provided and maintained) throughout the Term all such Tenant's Personal Property as shall be necessary in order to operate in compliance with applicable material Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Permitted Use. If, from and after the Commencement Date, Tenant acquires an interest in any item of tangible personal property (other than motor vehicles) on, or in connection with, the Leased Property, or any portion thereof, which belongs to anyone other than Tenant, Tenant shall require the agreements permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon Landlord's purchase of the same in accordance with the provisions of ARTICLE 15 and the assumption of management or operation of the Travel Center by Landlord or its designee.

5.3 YIELD UP. Upon the expiration or sooner termination of this Agreement, Tenant shall remove all of Tenant's Personal Property (other than that purchased by Landlord pursuant to ARTICLE 15) and vacate and surrender the Leased Property to Landlord (except that Tenant shall not surrender its rights to use the trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, to the extent necessary for it to comply with its obligations with respect to the Existing Third Party Trade

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Names and Service Mark Rights until the various dates on which the rights thereto of such third parties expire, to the extent and as more particularly described in SECTION 2.3) in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Agreement, reasonable wear and tear excepted (and casualty damage and Condemnation, in the event that this Agreement is terminated following a casualty or Condemnation in accordance with ARTICLE 10 or ARTICLE 11, excepted). Notwithstanding the foregoing, as to any Property which contains Retained Buildings (other than those, if any, which are to be surrendered to the Landlord under any Ground Lease) Tenant shall, at the expiration or earlier termination of this Agreement, remove such Retained Buildings and surrender the Property to Landlord without such Retained Buildings but otherwise in the condition required above unless Landlord shall, prior to the end of the Term, elect to purchase such Retained Buildings on any Property for the Fair Market Value thereof as of the last day of the Term, such Fair Market Value to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord.

In addition, upon the expiration or earlier termination of this Agreement, Tenant shall, at Landlord's sole cost and expense, use its good faith efforts to transfer (or cause to be transferred) to Landlord or its nominee, and cooperate with Landlord or Landlord's nominee in connection with the processing of all applications for, licenses, operating permits and other governmental authorizations and all contracts, including contracts with Government Agencies and rights with third party franchisors which may be necessary for the use and operation of the Travel Centers as then operated (all such licenses, permits, authorizations and contracts being "OPERATING RIGHTS"). Tenant hereby appoints Landlord as its attorney-in-fact, with full power of substitution, for the purpose of carrying out the provisions of this paragraph and taking any action, including, without limitation, executing, delivering and filing applications, certificates, instruments and other documents and papers with Government Agencies, and executing any instruments, assignments, conveyances, and other transfers which are required to be taken or executed by Tenant, on its behalf and in its name, which appointment is coupled with an interest, is irrevocable and durable and shall survive the subsequent dissolution of Tenant.

If requested by Landlord, Tenant shall continue to manage one or more of the Travel Centers after the expiration of the Term for up to one hundred eighty (180) days, on such reasonable

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terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.

5.4 MANAGEMENT AND FRANCHISE AGREEMENTS. Tenant shall not, without Landlord's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned with respect to Tenant's Affiliated Persons), enter into, amend or modify the provisions of, or extend or renew (or allow to be entered into, amended, modified, extended or renewed) any Management Agreement or TA Franchise Agreement. Any agreements entered into pursuant to the provisions of this SECTION 5.4 shall be subordinate to this Agreement and shall provide, INTER ALIA, that all amounts due from Tenant thereunder shall be subordinate to all amounts due from Tenant to Landlord (provided that, as long as no Event of Default has occurred and is continuing, Tenant may pay all amounts due from it thereunder) and for termination thereof, at Landlord's option, upon the termination of this Agreement. Tenant shall not take any action, grant any consent or permit any action or consent under, any Management Agreement or TA Franchise Agreement which might have a material adverse effect on Landlord, without the prior written consent of Landlord. Tenant shall enforce, or cause to be enforced, all rights of the franchisor under the TA Franchise Agreements. Upon the expiration or earlier termination of any TA Franchise Agreement with respect to any Property, Tenant shall operate the applicable Property in accordance with the applicable provisions of this Agreement.

ARTICLE 6

IMPROVEMENTS, ETC.

6.1 IMPROVEMENTS TO THE LEASED PROPERTY. Tenant shall not make, construct or install (or permit to be made, constructed or installed) any Capital Additions without, in each instance, obtaining Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned provided that (a) construction or installation of the same would not adversely affect or violate any material Legal Requirement or Insurance Requirement applicable to any Property and (b) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clause (a) above; PROVIDED, HOWEVER, that no such consent shall be required in the event immediate action is required to prevent imminent harm to person or property. Prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any

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such proposed improvement and shall provide to Landlord such plans and specifications, and such permits, licenses, contracts and such other information concerning the same as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed improvement shall be deemed to constitute approval of the same. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such proposed improvement and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvements with any other improvements on property adjacent to any Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Except as permitted herein, Tenant shall not finance the cost of any construction of such improvement by the granting of a lien on or security interest in the Leased Property or such improvement, or Tenant's interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in Landlord's sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Agreement, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances, except as provided in Section 5.3 with respect to Retained Buildings.

6.2 SALVAGE. All materials which are scrapped or removed in connection with the making of either Capital Additions or non-Capital Additions or repairs required by ARTICLE 5 shall be or become the property of the party that paid for such work.

ARTICLE 7

LIENS

Subject to ARTICLE 8, Tenant shall use its best efforts not, directly or indirectly, to create or allow to remain and shall promptly discharge (or cause to be discharged), at its expense, any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property, or any portion thereof, or Tenant's leasehold interest therein or any attachment, levy, claim or encumbrance in respect of the Rent, other than (a) Permitted Encumbrances,
(b) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is

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not required to pay hereunder, (d) subleases permitted by ARTICLE 16, (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with ARTICLE 8, (f) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet due and payable or are for sums that are being contested in accordance with ARTICLE 8, (g) any Property Mortgages or other liens which are the responsibility of Landlord pursuant to the provisions of ARTICLE 20 and (h) Landlord Liens and any other voluntary liens created by Landlord.

ARTICLE 8

PERMITTED CONTESTS

Tenant shall have the right to contest the amount or validity of any Imposition, Legal Requirement, Insurance Requirement, Environmental Obligation, lien, attachment, levy, encumbrance, charge or claim (collectively, "CLAIMS") as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence, provided that (a) the foregoing shall in no way be construed as relieving, modifying or extending Tenant's obligation to pay (or cause to be paid) any Claims as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any ground lease, mortgage or deed of trust encumbering the Leased Property, or any portion thereof (Landlord agreeing that any such ground lease, mortgage or deed of trust shall permit Tenant to exercise the rights granted pursuant to this ARTICLE 8) or any interest therein or result in or reasonably be expected to result in a lien attaching to the Leased Property, or any portion thereof, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and hold harmless Landlord from and against any cost, claim, damage, penalty or reasonable expense, including reasonable attorneys' fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. Tenant shall be entitled to any refund of any Claims and

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such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been fully reimbursed by Tenant. If Tenant shall fail (x) to pay or cause to be paid any Claims when finally determined, (y) to provide reasonable security therefor or (z) to prosecute or cause to be prosecuted any such contest diligently and in good faith, Landlord may, upon reasonable notice to Tenant (which notice shall not be required if Landlord shall reasonably determine that the same is not practicable), pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges.

ARTICLE 9

INSURANCE AND INDEMNIFICATION

9.1 GENERAL INSURANCE REQUIREMENTS. Tenant shall, at all times during the Term and at any other time Tenant shall be in possession of any Property, or any portion thereof, keep (or cause to be kept) such Property and all property located therein or thereon, insured against the risks and in such amounts as Landlord shall reasonably require and may be commercially reasonable. Tenant shall prepare a proposal setting forth the insurance Tenant proposes to be maintained with respect to each Property during the ensuing Lease Year, and shall submit such proposal to Landlord on or before December 1st of the preceding Lease Year, for Landlord's review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of such proposal, such proposal shall be deemed approved.

9.2 WAIVER OF SUBROGATION. Landlord and Tenant agree that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in any State) with respect to any property loss which is covered by insurance then being carried by Landlord or Tenant, the party carrying such insurance and suffering said loss releases the others of and from any and all claims with respect to such loss; and they further agree that their respective insurance companies (and, if Landlord or Tenant shall self insure in accordance with the terms hereof, Landlord or Tenant, as the case may be) shall have no right of subrogation against the other on account thereof, even though extra premium may result therefrom. In the event that any extra premium is

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payable by Tenant as a result of this provision, Landlord shall not be liable for reimbursement to Tenant for such extra premium.

9.3 FORM SATISFACTORY, ETC. All insurance policies and endorsements required pursuant to this ARTICLE 9 shall be fully paid for, nonassessable, and issued by reputable insurance companies authorized to do business in the State and having a general policy holder's rating of no less than A in Best's latest rating guide. All property, business interruption, liability and flood insurance policies with respect to each Property shall include no deductible in excess of Two Hundred Fifty Thousand Dollars ($250,000). At all times, all property, business interruption, liability and flood insurance policies, with the exception of worker's compensation insurance coverage, shall name Landlord and any Property Mortgagee as additional insureds, as their interests may appear. All loss adjustments shall be payable as provided in ARTICLE 10, except that losses under liability and worker's compensation insurance policies shall be payable directly to the party entitled thereto. Tenant shall cause all insurance premiums to be paid and shall deliver (or cause to be delivered) policies or certificates thereof to Landlord prior to their effective date (and, with respect to any renewal policy, prior to the expiration of the existing policy). All such policies shall provide Landlord (and any Property Mortgagee if required by the same) thirty (30) days prior written notice of any material change or cancellation of such policy. In the event Tenant shall fail to effect (or cause to be effected) such insurance as herein required, to pay (or cause to be paid) the premiums therefor or to deliver (or cause to be delivered) such policies or certificates to Landlord or any Property Mortgagee at the times required, Landlord shall have the right, upon Notice to Tenant, but not the obligation, to acquire such insurance and pay the premiums therefor, which amounts shall be payable to Landlord, upon demand, as Additional Charges, together with interest accrued thereon at the Overdue Rate from the date such payment is made until (but excluding) the date repaid.

9.4 NO SEPARATE INSURANCE; SELF-INSURANCE. Tenant shall not take (or permit any Person to take) out separate insurance, concurrent in form or contributing in the event of loss with that required by this ARTICLE 9, or increase the amount of any existing insurance by securing an additional policy or additional policies, unless all parties having an insurable interest in the subject matter of such insurance, including Landlord and all Property Mortgagees, are included therein as

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additional insureds and the loss is payable under such insurance in the same manner as losses are payable under this Agreement. In the event Tenant shall take out any such separate insurance or increase any of the amounts of the then existing insurance, Tenant shall give Landlord prompt Notice thereof. Tenant shall not self-insure (or permit any Person to self-insure).

9.5 INDEMNIFICATION OF LANDLORD. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the following, except to the extent caused by Landlord's gross negligence or willful misconduct: (a) any accident or injury to, or death of, persons or loss of or damage to property occurring on or about any Property or portion thereof or adjoining sidewalks or rights of way during the Term, (b) any past, present or future condition or use, misuse, non-use, management, maintenance or repair by Tenant, any Manager or anyone claiming under any of them of any Property, Tenant's Personal Property or Transferred Trademarks, or any litigation, proceeding or claim by governmental entities (other than Condemnation proceedings) or other third parties relating to any Property or portion thereof or Tenant's Personal Property or such use, misuse, non-use, condition, management, maintenance, or repair thereof, including failure to perform obligations under this Agreement, to which Landlord is made a party during the Term (limited, in the case of Environmental Obligations, to those provided in
SECTION 4.3.1), (c) any Impositions that are the obligations of Tenant to pay pursuant to the applicable provisions of this Agreement, and (d) any failure on the part of Tenant or anyone claiming under Tenant to perform or comply with any of the terms of this Agreement. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord (and shall not be responsible for any duplicative attorneys' fees incurred by Landlord) or may compromise or otherwise dispose of the same, with Landlord's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Tenant under this SECTION 9.5 shall survive the termination of this Agreement.

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ARTICLE 10

CASUALTY

10.1 INSURANCE PROCEEDS. Except as provided in the last clause of this sentence, all proceeds payable by reason of any loss or damage to any Property, or any portion thereof, and insured under any policy of insurance required by ARTICLE 9 (other than the proceeds of any business interruption insurance or insurance proceeds for Tenant's Personal Property or the Retained Buildings) shall be paid directly to Landlord (subject to the provisions of SECTION 10.2) and all loss adjustments with respect to losses payable to Landlord shall require the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; PROVIDED, HOWEVER, that, so long as no Event of Default shall have occurred and be continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand Dollars ($250,000) shall be paid directly to Tenant and such losses may be adjusted without Landlord's consent. If Tenant is required to reconstruct or repair any Property as provided herein, such proceeds shall be paid out by Landlord from time to time for the reasonable costs of reconstruction or repair of such Property necessitated by such damage or destruction, subject to and in accordance with the provisions of
SECTION 10.2.4. Any excess proceeds of insurance remaining after the completion of the restoration shall be paid to Tenant. In the event that the provisions of
SECTION 10.2.1 are applicable, the insurance proceeds shall be retained by the party entitled thereto pursuant to SECTION 10.2.1. Insurance proceeds received by Tenant as result of any damage to Retained Buildings shall be applied by Tenant to reconstruct or repair the Retained Buildings subject to and in accordance with, and as if received by Tenant from Landlord under, the provisions of Section 10.2.4

10.2 DAMAGE OR DESTRUCTION.

10.2.1 DAMAGE OR DESTRUCTION OF LEASED PROPERTY. If, during the Term, any Property shall be totally or partially destroyed and the Travel Center located thereon is thereby rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by the giving of Notice thereof to the other, terminate this Agreement with respect to such affected Property, whereupon, this Agreement shall terminate with respect to such affected Property, Landlord shall be entitled to retain the insurance proceeds payable on account of such damage (other than insurance proceeds attributable to the Retained Buildings), Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center (excluding

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any deductible attributable to a loss relating to any Retained Buildings), the amount of any uninsured loss and any difference between the replacement cost of the affected Property (exclusive of any Retained Buildings) and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by, at Landlord's option, (x) eight and one-half percent (8.5%) of the total amount received by Landlord or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.

10.2.2 PARTIAL DAMAGE OR DESTRUCTION. If, during the Term, any Property shall be totally or partially destroyed but the Travel Center located thereon is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to SECTION 10.2.3, promptly restore such Travel Center as provided in SECTION 10.2.4.

10.2.3 INSUFFICIENT INSURANCE PROCEEDS. If the cost of the repair or restoration of the applicable Travel Center exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to SECTION 9.1, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable in Landlord's sole discretion by Notice to Tenant, given within sixty (60) days after Tenant's notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; PROVIDED, HOWEVER, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in SECTION 3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in SECTION 10.2.1. It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay

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over the amount of such deductible (excluding any deductible attributable to a loss relating to any Retained Building) to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

10.2.4 DISBURSEMENT OF PROCEEDS. In the event Tenant is required to restore any Property pursuant to SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the "WORK"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (i) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ii) general contractors' estimates, (iii) architect's certificates, (iv) conditional lien waivers of general contractors, if available, (v) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (vi) if Tenant has elected to advance deficiency funds pursuant to SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (vii) such other certificates as Landlord may, from time to time, reasonably require.

Landlord's obligation to disburse insurance proceeds under this ARTICLE 10 shall be subject to the release of such proceeds by any Property Mortgagee to Landlord.

Tenant's obligation to restore the applicable Property pursuant to this ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Property

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Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

10.3 DAMAGE NEAR END OF TERM. Notwithstanding any provisions of SECTION
10.1 OR 10.2 to the contrary, if damage to or destruction of any Property occurs during the last twelve (12) months of the Term and if such damage or destruction cannot reasonably be expected to be fully repaired and restored prior to the date that is six (6) months prior to the end of the Term, the provisions of
SECTION 10.2.1 shall apply as if such Property had been totally or partially destroyed and the Travel Center thereon rendered Unsuitable for Its Permitted Use.

10.4 TENANT'S PERSONAL PROPERTY. All insurance proceeds payable by reason of any loss of or damage to any of Tenant's Personal Property shall be paid to Tenant and, to the extent necessary to repair or replace Tenant's Personal Property in accordance with SECTION 10.5, Tenant shall hold such proceeds in trust to pay the cost of repairing or replacing damaged Tenant's Personal Property.

10.5 RESTORATION OF TENANT'S PERSONAL PROPERTY. If Tenant is required to restore any Property as hereinabove provided, Tenant shall either (a) restore all alterations and improvements made by Tenant and Tenant's Personal Property, or (b) replace such alterations and improvements and Tenant's Personal Property with improvements or items of the same or better quality and utility in the operation of such Property.

10.6 NO ABATEMENT OF RENT. This Agreement shall remain in full force and effect and Tenant's obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any damage involving the Leased Property, or any portion thereof (provided that Landlord shall credit against such payments any amounts paid to Landlord as a consequence of such damage under any business interruption insurance obtained by Tenant hereunder). The provisions of this ARTICLE 10 shall be considered an express agreement governing any cause of damage or destruction to the Leased Property, or any portion thereof, and, to the maximum extent permitted by law, no local or State statute, laws, rules, regulation or ordinance in effect during the Term which provide for such a contingency shall have any application in such case.

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10.7 WAIVER. Tenant hereby waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property, or any portion thereof.

ARTICLE 11

CONDEMNATION

11.1 TOTAL CONDEMNATION, ETC. If either (i) the whole of any Property shall be taken by Condemnation or (ii) a Condemnation of less than the whole of any Property renders any Property Unsuitable for Its Permitted Use, this Agreement shall terminate with respect to such Property, and Tenant and Landlord shall seek the Award for their interests in the applicable Property as provided in SECTION 11.5. Upon payment to Landlord of any such Award, the Minimum Rent shall be reduced by, at Landlord's option, (x) eight and one-half percent (8.5%) of the amount of such Award received by Landlord, or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, an appraiser designated by Landlord.

11.2 PARTIAL CONDEMNATION. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this SECTION 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord's sole election by Notice

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to Tenant given within sixty (60) days after Tenant's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; PROVIDED, HOWEVER, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in SECTION 3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in SECTION 11.5.

Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (b) general contractors' estimates, (c) architect's certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord's obligation under this
SECTION 11.2 to disburse the Award and such other amounts shall be subject to
(x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Property Mortgage, and the release of such Award by the applicable Property Mortgagee. Tenant's obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Property Mortgagee to Landlord.

11.3 ABATEMENT OF RENT. Other than as specifically provided in this Agreement, this Agreement shall remain in full force and effect and Tenant's obligation to make all payments of Rent and to pay all other charges as and when required under this Agreement shall remain unabated during the Term notwithstanding any Condemnation involving the Leased Property, or any portion thereof. The provisions of this ARTICLE 11 shall

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be considered an express agreement governing any Condemnation involving the Leased Property and, to the maximum extent permitted by law, no local or State statute, law, rule, regulation or ordinance in effect during the Term which provides for such a contingency shall have any application in such case.

11.4 TEMPORARY CONDEMNATION. In the event of any temporary Condemnation of any Property or Tenant's interest therein, this Agreement shall continue in full force and effect and Tenant shall continue to pay (or cause to be paid), in the manner and on the terms herein specified, the full amount of the Rent. Tenant shall continue to perform and observe (or cause to be performed and observed) all of the other terms and conditions of this Agreement on the part of the Tenant to be performed and observed. The entire amount of any Award made for such temporary Condemnation allocable to the Term, whether paid by way of damages, rent or otherwise, shall be paid to Tenant. Tenant shall, promptly upon the termination of any such period of temporary Condemnation, at its sole cost and expense, restore the affected Property to the condition that existed immediately prior to such Condemnation, in material compliance with all applicable Legal Requirements, unless such period of temporary Condemnation shall extend beyond the expiration of the Term, in which event Tenant shall not be required to make such restoration.

11.5 ALLOCATION OF AWARD. Except as provided in SECTION 11.4 and the second sentence of this SECTION 11.5, the total Award shall be solely the property of and payable to Landlord. Any portion of the Award made for the taking of Tenant's leasehold interest in the Leased Property, loss of business during the remainder of the Term, the taking of Retained Buildings, the taking of Tenant's Personal Property, the taking of Capital Additions paid for by Tenant and Tenant's removal and relocation expenses shall be the sole property of and payable to Tenant. In any Condemnation proceedings, Landlord and Tenant shall each seek its own Award in conformity herewith, at its own expense.

ARTICLE 12

DEFAULTS AND REMEDIES

12.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an "EVENT OF DEFAULT" hereunder:

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(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due; or

(b) should Tenant default in the due observance or performance of any of the terms, covenants or agreements contained herein to be performed or observed by it (other than as specified in clause (a) above) and should such default continue for a period of thirty (30) days after Notice thereof from Landlord to Tenant; PROVIDED, HOWEVER, that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time and if, in addition, Tenant commences to cure or cause to be cured such default within thirty (30) days after Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, such period of time shall be extended to such period of time (not to exceed an additional ninety (90) days in the aggregate) as may be necessary to cure such default with all due diligence; or

(c) should any obligation of Tenant or any Guarantor in respect of any Indebtedness of Ten Million Dollars ($10,000,000) or more for money borrowed or for any material property or services, or any guaranty relating thereto, be declared to be or become due and payable prior to the stated maturity thereof, or should there occur and be continuing with respect to any such Indebtedness any event of default under any instrument or agreement evidencing or securing the same, the effect of which is to permit the holder or holders of such instrument or agreement or a trustee, agent or other representative on behalf of such holder or holders, to cause any such obligations to become due prior to its stated maturity; or

(d) should an event of default occur and be continuing beyond the expiration of any applicable cure period under any Guaranty; or

(e) should Tenant or any Guarantor generally not be paying its debts as they become due or should Tenant or any Guarantor make a general assignment for the benefit of creditors; or

(f) should any petition be filed by or against Tenant or any Guarantor under the Federal bankruptcy laws, or should any other proceeding be instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant or any Guarantor a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment or composition of Tenant's or any Guarantor's debts under any law relating to bankruptcy,

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insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for Tenant or any Guarantor or for any substantial part of the property of Tenant or any Guarantor and such proceeding is not dismissed within one hundred eighty (180) days after institution thereof; or

(g) should Tenant or any Guarantor cause or institute any proceeding for its dissolution or termination; or

(h) should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of (x) ninety (90) days after commencement thereof, unless the amount in dispute is less than $250,000, in which case Tenant shall give Notice to Landlord of the dispute but Tenant may defend in any suitable way, and (y) two hundred seventy (270) days after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with ARTICLE 8); or

(i) should there occur any direct or indirect Change in Control of Tenant or any Guarantor, except as otherwise permitted by ARTICLE 16;

then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Agreement with respect to any or all of the Leased Property (except with respect to any Existing Third Party Trade Names and Service Mark Rights to the extent and as more particularly described in SECTION 2.3) by giving Notice thereof to Tenant and upon the expiration of the time, if any, fixed in such Notice, this Agreement shall terminate with respect to all or the designated portion of the Leased Property and all rights of Tenant under this Agreement with respect thereto shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a result of Tenant's breach of this Agreement.

Upon the termination of this Agreement in connection with any Event of Default, Landlord may, in addition to any other remedies provided herein (including the rights set forth in SECTION 5.3), enter upon the Real Property, or any portion thereof and take possession thereof, without liability for trespass or conversion (Tenant hereby waiving any right to

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notice or hearing prior to such taking of possession by Landlord).

12.2 REMEDIES. None of (a) the termination of this Agreement pursuant to SECTION 12.1, (b) the repossession of the Leased Property, or any portion thereof, (c) the failure of Landlord to relet the Leased Property, or any portion thereof, nor (d) the reletting of all or any of portion of the Leased Property, shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property, or terminated portion thereof, through and including the date of such termination. Thereafter, Tenant, until the end of what would have been the Term of this Agreement in the absence of such termination, and whether or not the Leased Property, or any portion thereof, shall have been relet, shall be liable to Landlord for, and shall pay to Landlord, as current damages, the Rent (Additional Rent to be reasonably calculated by Landlord) and other charges which would be payable hereunder for the remainder of the Term had such termination not occurred, less the net proceeds, if any, of any reletting of the Leased Property, or any portion thereof, after deducting all reasonable expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, advertising, expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Minimum Rent would have been payable hereunder if this Agreement had not been so terminated with respect to such of the Leased Property.

At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages beyond the date of such termination, at Landlord's election, Tenant shall pay to Landlord an amount equal to the present value (as reasonably determined by Landlord using a discount rate equal to five percent (5%) per annum) of the excess, if any, of the Rent and other charges which would be payable hereunder from the date of such termination (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Impositions and Additional Rent would be the same as payments required for the immediately preceding twelve calendar months, or if less than twelve calendar months have expired since the Commencement Date, the payments required for such lesser period projected to an annual amount) for what

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would be the then unexpired term of this Agreement if the same remained in effect, over the fair market rental for the same period. Nothing contained in this Agreement shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above.

In case of any Event of Default, re-entry, expiration and dispossession by summary proceedings or otherwise, Landlord may, (a) relet the Leased Property or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord's option, be equal to, less than or exceed the period which would otherwise have constituted the balance of the Term and may grant concessions or free rent to the extent that Landlord considers advisable and necessary to relet the same, and (b) may make such reasonable alterations, repairs and decorations in the Leased Property, or any portion thereof, as Landlord, in its sole and absolute discretion, considers advisable and necessary for the purpose of reletting the Leased Property; and the making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for any failure to relet all or any portion of the Leased Property, or, in the event that the Leased Property is relet, for failure to collect the rent under such reletting. To the maximum extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted under any present or future laws in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Leased Property, by reason of the occurrence and continuation of an Event of Default hereunder.

Notwithstanding anything to the contrary set forth in this Agreement, if an Event of Default shall be triggered solely with respect to any of SECTIONS 3.1.2(c), 3.1.2(d), 5.4, 9.5(d), 12.1(c), 12.1(d), 12.1(i), 17.2(a), 17.2(b), 21.1, 21.3, 21.4 OR 21.9 (and not with respect to any other Section of this Agreement), in no event shall the damages recovered by Landlord pursuant to this Agreement exceed an amount equal to the sum of (i) present value (as reasonably determined by Landlord using a discount rate equal to ten and sixty-one hundredths percent (10.61%) per annum) of the Minimum Rent which would be payable hereunder from the date of such termination for what would be

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the then unexpired Term of this Agreement if the same remained in effect; and
(ii) all amounts due and unpaid under this Agreement as of the date of the occurrence of the Event of Default.

12.3 TENANT'S WAIVER. IF THIS AGREEMENT IS TERMINATED PURSUANT TO
SECTION 12.1 OR 12.2, TENANT WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12, AND THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM LIABILITY FOR RENT OR FOR DEBT.

12.4 APPLICATION OF FUNDS. Any payments received by Landlord under any of the provisions of this Agreement during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant's current and past due obligations under this Agreement in such order as Landlord may determine or as may be prescribed by the laws of the State. Any balance shall be paid to Tenant.

12.5 LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. If an Event of Default shall have occurred and be continuing, Landlord, after Notice to Tenant (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law, enter upon the Real Property, or any portion thereof, for such purpose and take all such action thereon as, in Landlord's sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Overdue Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.

ARTICLE 13

HOLDING OVER

Any holding over by Tenant after the expiration or sooner termination of this Agreement shall be treated as a daily

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tenancy at sufferance at a rate equal to two (2) times the Minimum Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Agreement, to the extent applicable. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Agreement.

ARTICLE 14

LANDLORD DEFAULT

If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a "LANDLORD DEFAULT" by a second Notice to Landlord and to such Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder.

If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord's Notice of dispute, either may submit the matter for resolution in accordance with ARTICLE 22.

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ARTICLE 15

PURCHASE OF TENANT'S PERSONAL PROPERTY

Landlord shall have the option to purchase Tenant's Personal Property and any other property of any of Tenant's subtenants which are Affiliated Persons of Tenant and which is used in connection with the operation of any Travel Center, at the expiration or sooner termination of this Agreement, for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed such as equipment leases, conditional sale contracts and other encumbrances securing such liabilities to which such Personal Property or property of such subtenant is subject. In addition, upon the expiration or sooner termination of this Agreement, Landlord shall have the right (i) to require Tenant or any Affiliated Person of Tenant to grant a perpetual license to Landlord or its nominee all software programs and similar intellectual property owned or licensed by Tenant or any such Affiliated Person used at the Travel Centers for an amount equal to the then fair market value thereof (current replacement cost as determined by agreement of the parties or, in the absence of such agreement, appraisal), subject to, and with appropriate price adjustments for, all liabilities assumed, and (ii) to offer employment to any and all employees of Tenant and any Affiliated Person of Tenant employed at the Travel Centers. Tenant shall cause each Affiliated Person of Tenant to enter into any license and sub-license necessary to effectuate the foregoing and shall not interfere with, and shall cause each such Affiliated Person to cooperate with Landlord and its nominees, and not to interfere with, the exercise of such right.

ARTICLE 16

SUBLETTING AND ASSIGNMENT

16.1 SUBLETTING AND ASSIGNMENT. Except as provided in SECTION 16.3, Tenant shall not, without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created

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hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting.

For purposes of this SECTION 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant.

If this Agreement is assigned or if the Leased Property, or any portion thereof (other than any rights pursuant to which any third parties hold Existing Third Party Trade Names and Service Mark Rights), is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Any assignment or transfer of Tenant's interest under this Agreement (including any sublease which is permitted pursuant to the terms of SECTION 16.3 below) shall be subject to such assignee's or transferee's delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder.

No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord's option.

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16.2 REQUIRED SUBLEASE PROVISIONS. Any sublease of all or any portion of the Leased Property entered into on or after the Commencement Date shall provide (a) that the Subtenant shall, at Landlord's or Tenant's request pursuant to Tenant's obligations or Landlord's rights under SECTION 5.3 or ARTICLE 15, transfer as so requested any of its Operating Rights and/or other property relating to such Leased Property (and shall be deemed to have granted Landlord the power of attorney with respect to its Operating Rights and other property as Tenant has granted pursuant to the second sentence of the second paragraph of
Section 5.3); (b) that it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (c) that in the event of termination of this Agreement or reentry or dispossession of Tenant by Landlord under this Agreement, Landlord may, at its option, terminate such sublease or take over all of the right, title and interest of Tenant, as sublessor under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Property Mortgagee, as holder of a mortgage or as Landlord under this Agreement, if such mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease not consented to in writing by Landlord or by any previous prepayment of more than one (1) month's rent,
(iv) be bound by any covenant of Tenant to undertake or complete any construction of the applicable Property, or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease that are performed after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant unless actually delivered to Landlord by Tenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (d) in the event that such subtenant receives a written Notice from Landlord or any Property Mortgagee stating that this Agreement has terminated, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may direct. Such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement

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to attorn. An original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in form and substance reasonably satisfactory to Landlord, shall be delivered promptly to Landlord and (a) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof and (b) in case of either an assignment or subletting, Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder.

The provisions of this SECTION 16.2 shall not be deemed a waiver of the provisions set forth in the first paragraph of SECTION 16.1.

16.3 PERMITTED SUBLEASE. Notwithstanding the foregoing, including, without limitation, SECTION 16.2, but subject to the provisions of SECTION 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord, (a) enter into third party agreements or sublease space at any Property for fuel station, restaurant/food service or mechanical repair purposes or other concessions in furtherance of the Permitted Use, so long as such subleases will not violate or affect any Legal Requirement or Insurance Requirement, and Tenant shall provide such additional insurance coverage applicable to the activities to be conducted in such subleased space as Landlord and any Property Mortgagee may reasonably require, and (b) enter into one or more subleases or licenses with Affiliated Persons of Tenant with respect to the Leased Property, or any portion thereof (including but without limitation with respect to any trade names, trademarks, service marks, domain names, logos and other brand-source indicia, including all goodwill related thereto, constituting part of the Transferred Trademarks), PROVIDED Tenant gives Landlord Notice of the material terms and conditions thereof and such subleases or licenses or sublicenses do not grant any rights beyond the Term. Landlord and Tenant acknowledge and agree that if Tenant enters into one (1) or more subleases, licenses or sublicenses with Affiliated Persons of Tenant with respect to any Property, or any portion thereof, in accordance with the preceding clause (b), Tenant may allocate the rent and other charges with respect to the affected Property in any reasonable manner; PROVIDED, HOWEVER, that such allocation shall not affect Tenant's (nor any

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Guarantor's) liability for the Rent and other obligations of Tenant under this Agreement; and, PROVIDED, FURTHER, that Tenant shall give Landlord prompt written notice of any allocation or reallocation of the rent and other charges with respect to the affected Property and, in any event, Tenant shall give Landlord written notice of the amount of such allocations at least ten (10) Business Days prior to the date that Landlord or Hospitality Properties Trust is required to file any tax returns in any State where such affected Leased Property is located.

16.4 SUBLEASE LIMITATION. Anything contained in this Agreement to the contrary notwithstanding, Tenant shall not sublet or sublicense the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or sublicensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or sublicensee, any other formula such that any portion of such sublease rental or sublicense would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or would otherwise disqualify Landlord or any Affiliated Person for treatment as a "real estate investment trust" under the Code.

ARTICLE 17

ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

17.1 ESTOPPEL CERTIFICATES. At any time and from time to time, but not more than a reasonable number of times per year, upon not less than ten (10) Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other an Officer's Certificate certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that no Default or an Event of Default has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. Any such certificate furnished pursuant to this SECTION 17.1 may be relied upon by the requesting party, its lenders and any prospective purchaser or mortgagee of the Leased Property, or any portion thereof, or the leasehold estate created hereby.

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17.2 FINANCIAL STATEMENTS. Tenant shall furnish or cause TCA to furnish, as applicable, the following statements to Landlord:

(a) within forty-five (45) days after each of the first three fiscal quarters of any Fiscal Year, the most recent Consolidated Financials, accompanied by the Financial Officer's Certificate;

(b) within ninety (90) days after the end of each Fiscal Year, the most recent Consolidated Financials and financials of Tenant for such year, certified by an independent certified public accountant reasonably satisfactory to Landlord and accompanied by a Financial Officer's Certificate;

(c) within forty-five (45) days after the end of each month, an unaudited operating statement and statement of Capital Expenditures prepared on a Property by Property basis and a combined basis, accompanied by a Financial Officer's Certificate;

(d) at any time and from time to time upon not less than twenty (20) days Notice from Landlord or such additional period as may be reasonable under the circumstances, any Consolidated Financials, Tenant financials or any other audited or unaudited financial reporting information required to be filed by Landlord with any securities and exchange commission, the SEC or any successor agency, or any other governmental authority, or required pursuant to any order issued by any court, governmental authority or arbitrator in any litigation to which Landlord is a party, for purposes of compliance therewith;

(e) promptly after receipt or sending thereof, copies of all notices given or received by Tenant under any Management Agreement or TA Franchise Agreement; and

(f) promptly upon Notice from Landlord, such other information concerning the business, financial condition and affairs of Tenant, any Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may request from time to time.

Landlord may at any time, and from time to time, provide any Property Mortgagee with copies of any of the foregoing statements, subject to Landlord obtaining the agreement of such Property Mortgagee to maintain such statements and the information therein as confidential.

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ARTICLE 18

LANDLORD'S RIGHT TO INSPECT, QUALITY CONTROL, USE OF
TRANSFERRED TRADEMARKS AND ENFORCEMENT

18.1 Tenant shall permit Landlord and its authorized representatives to inspect the Leased Property, or any portion thereof, during usual business hours upon not less than forty-eight (48) hours' notice and to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Agreement, provided that any inspection or repair by Landlord or its representatives will not unreasonably interfere with Tenant's use and operation of the Leased Property and further provided that in the event of an emergency, as determined by Landlord in its reasonable discretion, prior Notice shall not be necessary.

18.2 QUALITY CONTROL. Landlord shall have the right to exercise quality control over the use made by Tenant (and any and all Affiliated Persons and permitted sublicensees) of the Transferred Trademarks to a degree reasonably necessary to maintain the validity and enforceability of the Transferred Trademarks and to protect the goodwill associated therewith. Tenant (and any and all Affiliated Persons and permitted sublicensees) shall not combine the Transferred Trademarks with any other trademarks, service marks, trade names, logos, domain names or other brand-source indicia unless it obtains Landlord's prior written consent.

18.3 TRANSFERRED TRADEMARKS, REGISTRATION AND MAINTENANCE. Tenant shall be responsible for trademark registration and maintenance on behalf of Landlord.

18.4 ENFORCEMENT. In the event that Tenant (or any Affiliated Person or sublicensee) learns of any infringement or unauthorized use of any of the Transferred Trademarks, it shall promptly notify Landlord. If requested to do so, Tenant (and any and all Affiliated Persons and sublicensees) shall cooperate with and assist Landlord in any action that Landlord may commence to protect its right, title and interest in the Transferred Trademarks, including joining the action as a party if necessary.

ARTICLE 19

EASEMENTS

19.1 GRANT OF EASEMENTS. Provided no Event of Default has occurred and is continuing, Landlord will join in granting and,

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if necessary, modifying or abandoning such rights-of-way, easements and other interests as may be reasonably requested by Tenant for ingress and egress, and electric, telephone, gas, water, sewer and other utilities so long as:

(a) the instrument creating, modifying or abandoning any such easement, right-of-way or other interest is satisfactory to and approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned);

(b) Landlord receives an Officer's Certificate from Tenant stating (i) that such grant, modification or abandonment is not detrimental to the proper conduct of business on such Property, (ii) the consideration, if any, being paid for such grant, modification or abandonment (which consideration shall be paid by Tenant), (iii) that such grant, modification or abandonment does not impair the use or value of such Property for the Permitted Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant will perform all obligations, if any, of Landlord under any such instrument; and

(c) Landlord receives evidence satisfactory to Landlord that the Manager has granted its consent to such grant, modification or abandonment in accordance with the requirements of such Manager's Management Agreement or that such consent is not required.

19.2 EXERCISE OF RIGHTS BY TENANT. So long as no Event of Default has occurred and is continuing, Tenant shall have the right to exercise all rights of Landlord under the Easement Agreements and, in connection therewith, Landlord shall execute and promptly return to Tenant such documents as Tenant shall reasonably request. Tenant shall perform all obligations of Landlord under the Easement Agreements.

19.3 PERMITTED ENCUMBRANCES. Any agreements entered into in accordance with this ARTICLE 19 shall be deemed a Permitted Encumbrance.

ARTICLE 20

PROPERTY MORTGAGES

20.1 LANDLORD MAY GRANT LIENS. Without the consent of Tenant, Landlord may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement ("ENCUMBRANCE") upon the Leased Property, or any portion thereof, or interest therein, whether

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to secure any borrowing or other means of financing or refinancing.

20.2 SUBORDINATION OF LEASE. This Agreement and any and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or master lease, and all renewals, extensions, modifications and replacements thereof, and to all mortgages and deeds of trust, which may now or hereafter affect the Leased Property, or any portion thereof, or any improvements thereon and/or any of such leases, whether or not such mortgages or deeds of trust shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages and deeds of trust, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and deeds of trust and all consolidations of such mortgages and deeds of trust. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Agreement is, at the time referred to, subject and subordinate is herein called "SUPERIOR LEASE" and the lessor of a Superior Lease or its successor in interest at the time referred to is herein called "SUPERIOR LANDLORD" and any mortgage or deed of trust to which this Agreement is, at the time referred to, subject and subordinate is herein called "SUPERIOR MORTGAGE" and the holder, trustee or beneficiary of a Superior Mortgage is herein called "SUPERIOR MORTGAGEE". Tenant shall have no obligations under any Superior Lease or Superior Mortgage other than those expressly set forth in this SECTION 20.2.

If any Superior Landlord or Superior Mortgagee or the nominee or designee of any Superior Landlord or Superior Mortgagee shall succeed to the rights of Landlord under this Agreement (any such person, "SUCCESSOR LANDLORD"), whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, at such Successor Landlord's request, Tenant shall attorn to and recognize the Successor Landlord as Tenant's landlord under this Agreement and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment (provided that such instrument does not alter the terms of this Agreement), whereupon, this Agreement shall

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continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Agreement, except that the Successor Landlord (unless formerly the landlord under this Agreement or its nominee or designee) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the part of any prior Landlord under this Agreement, (b) responsible for any monies owing by or on deposit with any prior Landlord to the credit of Tenant (except to the extent actually paid or delivered to the Successor Landlord), (c) subject to any counterclaim or setoff which theretofore accrued to Tenant against any prior Landlord, (d) bound by any modification of this Agreement subsequent to such Superior Lease or Mortgage, or by any previous prepayment of Rent for more than one (1) month in advance of the date due hereunder, which was not approved in writing by the Superior Landlord or the Superior Mortgagee thereto, (e) liable to Tenant beyond the Successor Landlord's interest in the Leased Property and the rents, income, receipts, revenues, issues and profits issuing from the Leased Property, (f) responsible for the performance of any work to be done by the Landlord under this Agreement to render the Leased Property ready for occupancy by Tenant (subject to Landlord's obligations under SECTION 5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g) required to remove any Person occupying the Leased Property or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant's agreement to attorn, as aforesaid, and Landlord agrees to provide Tenant with an instrument of nondisturbance and attornment from each such Superior Mortgagee and Superior Landlord (other than the lessors under any ground leases with respect to the Leased Property, or any portion thereof) in form and substance reasonably satisfactory to Tenant. Notwithstanding the foregoing, any Successor Landlord shall be liable (a) to pay to Tenant any amounts owed under SECTION 5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or Awards received by Landlord or the Successor Landlord required to be paid to Tenant pursuant to the terms of this Agreement, and, as a condition to any mortgage, lien or lease in respect of the Leased Property, or any portion thereof, and the subordination of this Agreement thereto, the mortgagee, lienholder or lessor, as applicable, shall expressly agree, for the benefit of Tenant, to make such payments, which agreement shall be embodied in an instrument in form reasonably satisfactory to Tenant.

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20.3 NOTICE TO MORTGAGEE AND SUPERIOR LANDLORD. Subsequent to the receipt by Tenant of Notice from Landlord as to the identity of any Property Mortgagee or Superior Landlord under a lease with Landlord, as ground lessee, which includes the Leased Property, or any portion thereof, as part of the demised premises and which complies with SECTION 20.1 (which Notice shall be accompanied by a copy of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a default by Landlord under this Agreement shall be effective with respect to a Property Mortgagee or Superior Landlord unless and until a copy of the same is given to such Property Mortgagee or Superior Landlord at the address set forth in the above described Notice, and the curing of any of Landlord's defaults within the applicable notice and cure periods set forth in ARTICLE 14 by such Property Mortgagee or Superior Landlord shall be treated as performance by Landlord.

ARTICLE 21

ADDITIONAL COVENANTS OF LANDLORD AND TENANT

21.1 PROMPT PAYMENT OF INDEBTEDNESS. Tenant shall (a) pay or cause to be paid when due all payments of principal of and premium and interest on Tenant's Indebtedness for money borrowed and shall not permit or suffer any such Indebtedness to become or remain in default beyond any applicable grace or cure period, (b) pay or cause to be paid when due all lawful claims for labor and rents with respect to the Leased Property, (c) pay or cause to be paid when due all trade payables and (d) pay or cause to be paid when due all other of Tenant's Indebtedness upon which it is or becomes obligated, except, in each case, other than that referred to in clause (a), to the extent payment is being contested in good faith by appropriate proceedings in accordance with ARTICLE 8 and if Tenant shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, if appropriate, or unless and until foreclosure, distraint sale or other similar proceedings shall have been commenced.

21.2 CONDUCT OF BUSINESS. Tenant shall not engage in any business other than the leasing and operation of the Leased Property (including any incidental or ancillary business relating thereto) and shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect and in good standing its legal existence and its rights and licenses necessary to conduct such business.

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21.3 MAINTENANCE OF ACCOUNTS AND RECORDS. Tenant shall keep true records and books of account of Tenant in which full, true and correct entries will be made of dealings and transactions in relation to the business and affairs of Tenant in accordance with GAAP. Tenant shall apply accounting principles in the preparation of the financial statements of Tenant which, in the judgment of and the opinion of its independent public accountants, are in accordance with GAAP, where applicable, except for changes approved by such independent public accountants. Tenant shall provide to Landlord either in a footnote to the financial statements delivered under SECTION 17.2 which relate to the period in which such change occurs, or in separate schedules to such financial statements, information sufficient to show the effect of any such changes on such financial statements.

21.4 NOTICE OF LITIGATION, ETC. Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.

21.5 INDEBTEDNESS OF TENANT. Tenant shall not create, incur, assume or guarantee, or permit to exist, or become or remain liable directly or indirectly upon, any Indebtedness except the following:

(a) Indebtedness of Tenant to Landlord;

(b) Indebtedness of Tenant for Impositions, to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of ARTICLE 8;

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(c) Indebtedness of Tenant in respect of judgments or awards (i) which have been in force for less than the applicable appeal period and in respect of which execution thereof shall have been stayed pending such appeal or review, or
(ii) which are fully covered by insurance payable to Tenant, or (iii) which are for an amount not in excess of $250,000 in the aggregate at any one time outstanding and (x) which have been in force for not longer than the applicable appeal period, so long as execution is not levied thereunder or (y) in respect of which an appeal or proceedings for review shall at the time be prosecuted in good faith in accordance with the provisions of ARTICLE 8, and in respect of which execution thereof shall have been stayed pending such appeal or review;

(d) unsecured borrowings of Tenant from its Affiliated Persons which are by their terms expressly subordinate pursuant to a Subordination Agreement to the payment and performance of Tenant's obligations under this Agreement; or

(e) Indebtedness for purchase money financing in accordance with
SECTION 21.8(a) and other operating liabilities incurred in the ordinary course of Tenant's business;

(f) Indebtedness of Tenant as guarantor or borrower secured by Liens permitted under SECTION 21.8(c); or

(g) A guaranty of TCA's obligations under its revolving line of credit and for any privately placed or publicly issued debt.

21.6 DISTRIBUTIONS, PAYMENTS TO AFFILIATED PERSONS, ETC. Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions or any payment to any Affiliated Person of Tenant (including payments in the ordinary course of business) or set apart any sum or property therefor, or agree to do so, if, at the time of such proposed action, or immediately after giving effect thereto, any Event of Default shall have occurred and be continuing. Otherwise, as long as no Event of Default shall have occurred and be continuing, Tenant may make Distributions and payments to Affiliated Persons; PROVIDED, HOWEVER, that any such payments shall at all times be subordinate to Tenant's obligations under this Agreement.

21.7 PROHIBITED TRANSACTIONS. Tenant shall not permit to exist or enter into any agreement or arrangement whereby it engages in a transaction of any kind with any Affiliated Person

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as to Tenant or any Guarantor, except on terms and conditions which are commercially reasonable.

21.8 LIENS AND ENCUMBRANCES. Except as permitted by ARTICLE 7 and
SECTION 21.5, Tenant shall not create or incur or suffer to be created or incurred or to exist any Lien on this Agreement or any of Tenant's assets, properties, rights or income, or any of its interest therein, now or at any time hereafter owned, other than:

(a) Security interests securing the purchase price of equipment or personal property whether acquired before or after the Commencement Date; PROVIDED, HOWEVER, that (i) such Lien shall at all times be confined solely to the asset in question and (ii) the aggregate principal amount of Indebtedness secured by any such Lien shall not exceed the cost of acquisition or construction of the property subject thereto;

(b) Permitted Encumbrances;

(c) Security interests in Accounts or Chattel Paper, in Support Obligations, General Intangibles or Deposit Accounts relating to such Accounts or Chattel Paper, in any Instruments or Investment Property evidencing or arising from such Accounts or Chattel Paper, in any documents, books, records or other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) maintained with respect to any property described in this SECTION 21.8(c) or in any Proceeds of any of the foregoing (capitalized terms used in this SECTION 21.8(c) without definition being used as defined in or for purposes of Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts); or

(d) As permitted pursuant to SECTION 21.5.

21.9 MERGER; SALE OF ASSETS; ETC. Without Landlord's prior written consent (which consent may be given or withheld in Landlord's sole discretion), Tenant shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, all or any material portion of its assets (including capital stock or other equity interests) or business to any Person, (ii) merge into or with or consolidate with any other Entity, or (iii) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, any personal property or fixtures or any real property; PROVIDED, HOWEVER, that, notwithstanding the provisions of clause (iii) preceding, Tenant

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may dispose of equipment or fixtures which have become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary, provided substitute equipment or fixtures having equal or greater value and utility (but not necessarily having the same function) have been provided.

21.10 BANKRUPTCY REMOTE ENTITIES. At Landlord's request, Tenant shall make such amendments, modifications or other changes to its charter documents and governing bodies (including, without limitation, Tenant's board of directors), and take such other actions, as may from time to time be necessary to qualify Tenant as a "bankruptcy remote entity", PROVIDED THAT Landlord shall reimburse Tenant for all costs and expenses reasonably incurred by Tenant in connection with the making of such amendments or modifications.

21.11 TRADE AREA RESTRICTION. Notwithstanding anything to the contrary in this Agreement, neither Tenant nor any Affiliated Person of Tenant shall acquire, own, franchise, finance, lease, manage, operate or open any Travel Center or similar business within seventy-five (75) miles in either direction along the primary interstate on which any Property is located without Landlord's consent, which consent may be given or withheld in Landlord's sole discretion.

ARTICLE 22

ARBITRATION

Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, Landlord and Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so

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submitted, shall appoint a third arbitrator. If either Landlord or Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between Landlord and Tenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to Tenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

ARTICLE 23

MISCELLANEOUS

23.1 LIMITATION ON PAYMENT OF RENT. All agreements between Landlord and Tenant herein are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord under this Agreement exceed the maximum permissible under applicable law, the benefit of

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which may be asserted by Tenant as a defense, and if, from any circumstance whatsoever, fulfillment of any provision of this Agreement, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, or if from any circumstances Landlord should ever receive as fulfillment of such provision such an excessive amount, then, IPSO FACTO, the amount which would be excessive shall be applied to the reduction of the installment(s) of Minimum Rent next due and not to the payment of such excessive amount. This provision shall control every other provision of this Agreement and any other agreements between Landlord and Tenant.

23.2 NO WAIVER. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this Agreement, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

23.3 REMEDIES CUMULATIVE. To the maximum extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant, now or hereafter provided either in this Agreement or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers and remedies.

23.4 SEVERABILITY. Any clause, sentence, paragraph, section or provision of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but rather the effect thereof shall be confined to the clause, sentence, paragraph, section or provision so held to be invalid, illegal or ineffective, and this Agreement shall be construed as if such invalid, illegal or ineffective provisions had never been contained therein.

23.5 ACCEPTANCE OF SURRENDER. No surrender to Landlord of this Agreement or of the Leased Property or any part thereof, or

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of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender.

23.6 NO MERGER OF TITLE. It is expressly acknowledged and agreed that it is the intent of the parties that there shall be no merger of this Agreement or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, this Agreement or the leasehold estate created hereby and the fee estate or ground landlord's interest in the Leased Property.

23.7 CONVEYANCE BY LANDLORD. If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Agreement with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

23.8 QUIET ENJOYMENT. Tenant shall peaceably and quietly have, hold and enjoy the Real Property (other than the Retained Buildings) for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through or under Landlord, but subject to (a) any Encumbrance permitted under ARTICLE 20 or otherwise permitted to be created by Landlord hereunder, (b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings, provided the same do not materially interfere with Tenant's ability to operate any Travel Center and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Agreement, no failure by Landlord to comply with the foregoing covenant shall give Tenant any right to cancel or terminate this Agreement or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Agreement, or to fail to perform any other obligation of Tenant hereunder.

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23.9 NO RECORDATION. Neither Landlord nor Tenant shall record this Agreement.

23.10 NOTICES.

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to Landlord:

c/o Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

Attn: Mr. John G. Murray
[Telecopier No. (617) 969-5730]

if to Tenant:

c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145

Attn: Mr. John R. Hoadley
[Telecopier No. (617)-796-8349]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon

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receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

23.11 CONSTRUCTION. Anything contained in this Agreement to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. In no event shall Landlord be liable for any consequential damages suffered by Tenant as the result of a breach of this Agreement by Landlord. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an instrument in writing signed by the party to be charged. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each term or provision of this Agreement to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the provisions of this Agreement. Except as otherwise set forth in this Agreement, any obligations of Tenant (including without limitation, any monetary, repair and indemnification obligations) and Landlord shall survive the expiration or sooner termination of this Agreement. Tenant hereby acknowledges that the agreement between Landlord and Tenant to treat this Agreement as a single lease in all respects was and is of primary importance, and a material inducement, to Landlord to enter into this Agreement. Without limiting the generality of the foregoing, the parties hereto acknowledge that this Agreement constitutes a single lease of the Leased Property and is not divisible notwithstanding any references herein to any individual Property and notwithstanding the possibility that certain individual Properties may be deleted herefrom pursuant to the express provisions of this Agreement.

23.12 COUNTERPARTS; HEADINGS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Agreement are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof.

23.13 APPLICABLE LAW, ETC. Except as to matters regarding the internal affairs of Landlord and issues of or limitations on

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any personal liability of the shareholders and trustees or directors of Landlord for obligations of Landlord, as to which the laws of the State of Maryland shall govern, this Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where this Agreement is executed or delivered; or (ii) where any payment or other performance required by this Agreement is made or required to be made; or (iii) where any breach of any provision of this Agreement occurs, or any cause of action otherwise accrues; or
(iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

23.14 RIGHT TO MAKE AGREEMENT. Each party warrants, with respect to itself, that neither the execution of this Agreement, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have throughout the term of this Agreement and any extensions thereof, the full right to enter into this Agreement and perform its obligations hereunder.

23.15 ATTORNEYS' FEES. If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party's costs and expenses, including reasonable attorneys' fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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23.16 NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER SUCH DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SUCH ENTITY. ALL PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

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IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument as of the date above first written.

LANDLORD:

HPT TA PROPERTIES TRUST

By:

Name:
Title:

HPT TA PROPERTIES LLC

By:

Name:
Title:

TENANT:

TA LEASING LLC

By:

Name:
Title:

79

EXHIBITS A-1 THROUGH A-146

LAND

[See attached copies.]

EXHIBIT B

LIST OF RETAINED BUILDINGS

Buildings located at the following addresses:

1. 980 West South Blvd., Montgomery, Alabama 36105.

2. 5101 Quebec Street, Commerce City, Colorado 80022.

3. 8909 20th Street, Vero Beach, Florida 32966.

4. 10346 S. State Rd. 39, Clayton, Indiana 46182.

5. 5644 SR 8, P.O. Box 333B, Harrisville, Pennsylvania 16038.

6. 875 N. Eagle Valley Rd., P.O. Box 656, Milesburg, Pennsylvania 16853.

7. 155 Hwy. 138, Denmark, Tennessee 38391.

8. 10134 Lewiston Rd., P.O. Box 1900, Ashland, Virginia 23005.

9. RR1 P.O. Box 1521, Valley Grove, West Virginia 26060.

EXHIBIT C

LIST OF CAPITAL ADDITIONS

[See attached copy.]

Exhibit 10.4

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this "AGREEMENT") is made and given as of
__, 2007 by TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, TA OPERATING LLC and TA FRANCHISE SYSTEMS LLC, each a Delaware limited liability company (each a "GUARANTOR" and collectively, the "GUARANTORS"), for the benefit of HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (together with each of their successors and assigns, collectively, the "LANDLORD").

W I T N E S S E T H :

WHEREAS, pursuant to a Lease Agreement, dated as of the date hereof (the "LEASE"), the Landlord has agreed to lease to TA Leasing LLC, an affiliate of the Guarantors (the "TENANT"), and the Tenant has agreed to lease from the Landlord, certain real property, together with certain related improvements and other property, as more particularly described in the Lease; and

WHEREAS, it is a condition precedent to the Landlord's entering into the Lease that the Guarantors guarantee all of the payment and performance obligations of the Tenant with respect to the Lease; and

WHEREAS, the transactions contemplated by the Lease are of direct material benefit to the Guarantors;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Guarantors hereby agree as follows:

1. CERTAIN TERMS. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Lease.

2. GUARANTEED OBLIGATIONS. For purposes of this Agreement, the term "GUARANTEED OBLIGATIONS" shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.

3. REPRESENTATIONS AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants, covenants, and agrees that:

3.1 INCORPORATION OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Tenant and its Affiliated Persons set forth in the Lease are true and correct on and as of the date hereof in all material respects.

3.2 PERFORMANCE OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful action in its power to cause the Tenant duly and punctually to perform all of the covenants and agreements set forth in the Lease.

3.3 VALIDITY OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as the enforceability thereof may be subject to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and subject to general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity; and the execution, delivery and performance of this Agreement have been duly authorized by all requisite action of such Guarantor and such execution, delivery and performance by such Guarantor will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of such Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which it may be a party or by which it or any of its property or assets may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency.

3.4 PAYMENT OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor only, to pay to the Landlord forthwith, upon demand, in immediately available federal funds, all costs and expenses (including reasonable attorneys' fees and disbursements) incurred or expended by the Landlord in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement from the time such amounts become due until payment at the Overdue Rate. The Guarantors' covenants and agreements set

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forth in this SECTION 3.4 shall survive the termination of this Agreement.

3.5 NOTICES. Each Guarantor shall promptly give notice to the Landlord of any event known to it which might reasonably result in a material adverse change in its financial condition.

3.6 REPORTS. Each Guarantor shall promptly provide to the Landlord each of the financial reports, certificates and other documents required of it under the Lease.

3.7 BOOKS AND RECORDS. Each Guarantor shall at all times keep proper books of record and account in which full, true and correct entries shall be made of its transactions in accordance with generally accepted accounting principles and shall set aside on its books from its earnings for each fiscal year all such proper reserves, including reserves for depreciation, depletion, obsolescence and amortization of its properties during such fiscal year, as shall be required in accordance with generally accepted accounting principles, consistently applied, in connection with its business. Each Guarantor shall permit access by the Landlord and its agents to the books and records maintained by such Guarantor during normal business hours and upon reasonable notice.

3.8 TAXES, ETC. Each Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon such Guarantor or the income of such Guarantor or upon any of the property, real, personal or mixed, of such Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any property and result in a material adverse change in the financial condition of such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if such Guarantor shall have set aside on its books such reserves of such Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 LEGAL EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

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3.10 COMPLIANCE. Each Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls).

3.11 INSURANCE. Each Guarantor shall maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by such Guarantor.

3.12 FINANCIAL STATEMENTS, ETC. The financial statements previously delivered to the Landlord by each Guarantor, if any, fairly present the financial condition of such Guarantor in accordance with generally accepted accounting principles consistently applied and there has been no material adverse change from the date thereof through the date hereof.

3.13 NO CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or indirect Change in Control of the Tenant or of such Guarantor.

4. GUARANTEE. Each Guarantor jointly and severally hereby unconditionally guarantees that the Guaranteed Obligations which are monetary obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed Obligations which are performance obligations shall be fully performed at the times and in the manner such performance is required by the Lease. With respect to the Guaranteed Obligations which are monetary obligations, this guarantee is a guarantee of payment and not of collectability and is absolute and in no way conditional or contingent. In case any part of the Guaranteed Obligations shall not have been paid when due and payable or performed at the time performance is required, the Guarantors shall, within five
(5) Business Days after receipt of notice from the Landlord, pay or cause to be paid to the Landlord the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date

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of payment in accordance with the applicable provisions of the Lease) or perform or cause to be performed such obligations in accordance with the Lease.

5. SET-OFF. Each Guarantor hereby authorizes the Landlord, at any time and without notice, to set off the whole or any portion or portions of any or all sums credited by or due from the Landlord to it against amounts payable under this Agreement. The Landlord shall promptly notify such Guarantor of any such set-off made by the Landlord and the application made by the Landlord of the proceeds thereof.

6. UNENFORCEABILITY OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal obligation to discharge any of the Guaranteed Obligations (other than because the same have been previously discharged in accordance with the terms of the Lease), or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Tenant by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or of the Lease or any limitation on the liability of the Tenant thereunder not contemplated by the Lease or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon each Guarantor to the same extent as if each such Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

7. ADDITIONAL GUARANTEES. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

8. CONSENTS AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of correct and complete copies of the Lease, and consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance with the terms and conditions thereof, and, except as otherwise provided herein, to the maximum extent permitted by applicable law, waives (a) presentment, demand for payment, and protest of nonpayment, of any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach or nonperformance or

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Event of Default under any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time and place of any private or public sale of collateral (if any) held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Tenant or any other guarantor of the Guaranteed Obligations, under or pursuant to the Lease, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which it may now or hereafter have with respect to this Agreement, or the Lease or the Guaranteed Obligations (other than that the same have been discharged in accordance with the Lease).

9. NO IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each Guarantor under this Agreement shall not be affected or impaired by any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to such Guarantor, or any waiver by the Landlord or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Tenant or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Lease or any indulgence in or the extension of the time for payment by the Tenant or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Lease or any other instrument or agreement relating to the Guaranteed Obligations or of the time for performance by the Tenant or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof (except that with respect to any extension of time for payment or performance of any of the Guaranteed Obligations granted by the Landlord or any other holder of such Guaranteed Obligations to the Tenant, such Guarantor's obligations to pay or perform such Guaranteed Obligation shall be subject to the same extension of time for performance), or the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Tenant or any other guarantor set forth in any of the foregoing, or the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or other similar proceedings affecting the Tenant or any other guarantor or any

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assets of the Tenant or any such other guarantor, or the release or discharge of the Tenant or any such other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

10. REIMBURSEMENT, SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Tenant (or any other person against whom the Landlord may proceed) with respect to the Guaranteed Obligations prior to the payment in full of all amounts owing with respect to the Lease, and until all indebtedness of the Tenant to the Landlord shall have been paid in full, no Guarantor shall have any right of subrogation, and each Guarantor waives any defense it may have based upon any election of remedies by the Landlord which destroys its subrogation rights or its rights to proceed against the Tenant for reimbursement, including, without limitation, any loss of rights such Guarantor may suffer by reason of any rights, powers or remedies of the Tenant in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Landlord. Until all obligations of the Tenant pursuant to the Lease shall have been paid and satisfied in full, each Guarantor further waives any right to enforce any remedy which the Landlord now has or may in the future have against the Tenant, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Landlord.

11. DEFEASANCE. This Agreement shall terminate at such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantors to the Landlord under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding any such termination.

12. NOTICES. (a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately

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given if in writing and the same shall be delivered either in hand, by telecopier with written acknowledgment of receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c) All such notices shall be addressed,

if to the Landlord to the Landlord:

c/o Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

Attn: Mr. John G. Murray
[Telecopier No. (617) 969-5730]

if to any Guarantor to such Guarantor:

c/o TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145

Attn: Mr. John R. Hoadley
[Telecopier No. (617) 796-8349]

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

13. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time,

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of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantors which are contained in this Agreement shall inure to the benefit of the Landlord's successors and assigns, including, without limitation, said holders, whether so expressed or not.

14. APPLICABLE LAW. Except as to matters regarding the internal affairs of the Landlord and issues of or limitations on any personal liability of the shareholders and trustees or directors of the Landlord for obligations of the Landlord, as to which the laws of the State of Maryland shall govern, this Agreement, the Lease and any other instruments executed and delivered to evidence, complete or perfect the transactions contemplated hereby and thereby shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts, regardless of (i) where any such instrument is executed or delivered; or (ii) where any payment or other performance required by any such instrument is made or required to be made; or (iii) where any breach of any provision of any such instrument occurs, or any cause of action otherwise accrues; or (iv) where any action or other proceeding is instituted or pending; or (v) the nationality, citizenship, domicile, principal place of business, or jurisdiction of organization or domestication of any party; or (vi) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than The Commonwealth of Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the foregoing, the laws of the State shall apply to the perfection and priority of liens upon and the disposition of any Property.

15. ARBITRATION. The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000. Any such dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties.

In the event that any such dispute is submitted to arbitration hereunder, the Landlord, on the one hand, and the Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall

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be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Landlord or the Guarantors shall fail to appoint an arbitrator as aforesaid for a period of twenty (20) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Landlord and the Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to Landlord and one to the Guarantors. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

16. MODIFICATION OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor any consent to any departure by any of the Guarantors therefrom, shall in any event be effective unless the same shall be in writing and signed by the Landlord, and such modification, waiver or consent shall be effective only in the specific instances and for the purpose for which given. No notice to or demand on any Guarantor in any

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case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. This Agreement may not be amended except by an instrument in writing executed by or on behalf of the party against whom enforcement of such amendment is sought.

17. WAIVER OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlord's part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege.

18. SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law.

19. ENTIRE CONTRACT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

20. HEADINGS; COUNTERPARTS. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

21. REMEDIES CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

22. NON-LIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME "HPT TA PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF

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OR CLAIM AGAINST, HPT TA PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[Remainder of page intentionally left blank.]

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WITNESS the execution hereof under seal as of the date above first written.

TRAVELCENTERS OF AMERICA LLC
TRAVELCENTERS OF AMERICA HOLDING
COMPANY LLC TA OPERATING LLC
TA FRANCHISE SYSTEMS LLC

By:

Name:
Title:

Exhibit 10.17

TRAVELCENTERS OF AMERICA LLC

2007 EQUITY COMPENSATION PLAN

1. PURPOSE

The purpose of this 2007 Equity Compensation Plan (the "Plan") is to encourage employees, officers, directors and other individuals (whether or not employees) who render services to TravelCenters of America LLC (the "Company") and its Subsidiaries (as hereinafter defined), to continue their association with the Company and its Subsidiaries by providing opportunities for them to participate in the ownership of the Company and in its future growth through the granting of options to acquire the Company's shares ("Options"), shares to be transferred subject to restrictions ("Restricted Shares") and other rights, including Share Appreciation Rights (as defined in Section 6), to receive compensation in amounts determined by the value of the Company's shares ("Other Rights"). The term "Subsidiary" as used in the Plan means a corporation or other business entity of which the Company owns, directly or indirectly through an unbroken chain of ownership, fifty percent or more of the total combined voting power of all classes of stock, in the case of a corporation, or fifty percent or more of the total combined interests by value, in the case of any other type of business entity.

2. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee of the Company's Board of Directors (the "Board") or by the Board itself. The Compensation Committee shall from time to time determine to whom Options or Restricted Shares shall be granted under the Plan, whether Options granted shall be incentive share options ("ISOs") or nonqualified share options ("NSOs"), the terms of the Options (including vesting provisions) and the number of Common Shares (as hereinafter defined) that may be granted under Options, and the terms and number of Restricted Shares or Other Rights. The Compensation Committee shall report to the Board the names of individuals to whom Options, Restricted Shares or Other Rights are to be granted, the number of shares covered and the terms and conditions of each grant. The determinations and actions described in this Section 2 and elsewhere in the Plan may be made by the Compensation Committee or by the Board, as the Board shall direct in its discretion, and references in the Plan to the Compensation Committee shall be understood to refer to the Board in any such case.

The Compensation Committee shall have the authority to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. All questions of interpretation and application of such rules and regulations of the Plan and of Options or Restricted Shares granted hereunder shall be subject to the determination of the Compensation Committee, which shall be final and binding. The Plan shall be administered in such a manner as to permit those Options granted hereunder and specially designated under Section 5 hereof as an ISO to qualify as incentive stock options as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

For so long as Section 16 of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act"), is applicable to the Company, each member of the Committee

shall be a "non-employee director" or the equivalent within the meaning of Rule 16b-3 under the Exchange Act, and, for so long as Section 162(m) of the Code is applicable to the Company, an "outside director" within the meaning of Section 162 of the Code and the regulations thereunder.

With respect to persons subject to Section 16 of the Exchange Act ("Insiders"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed to be modified so as to be in compliance with such Rule, or, if such modification is not possible, it shall be deemed to be null and void, to the extent permitted by law and deemed advisable by the Committee.

3. STOCK SUBJECT TO THE PLAN

The total number of Common Shares of the Company that may be subject to Options, Restricted Share grants and Other Rights under the Plan shall be 2,000,000 shares of the Company's common shares (the "Common Shares"), from authorized but unissued shares or treasury shares. The maximum number of Common Shares subject to Options that may be granted to any Optionee in the aggregate in any calendar year shall not exceed 100,000 shares. The number of shares stated in this Section 3 shall be subject to adjustment in accordance with the provisions of Section 10. Restricted Shares that fail to vest and Common Shares subject to an Option that is not fully exercised prior to its expiration or other termination shall again become available for grant under the terms of the Plan.

4. ELIGIBILITY

The individuals who shall be eligible to receive Option grants, Restricted Share grants and Other Rights under the Plan shall be employees, officers, directors and other individuals who render services to the management, operation or development of the Company or a Subsidiary and who have contributed or may be expected to contribute to the success of the Company or a Subsidiary. ISOs shall not be granted to any individual who is not an employee of the Company or a Subsidiary that is a corporation. The term "Optionee," as used in the Plan, refers to any individual to whom an Option has been granted.

5. TERMS AND CONDITIONS OF OPTIONS

Every Option shall be evidenced by a written Share Option Agreement in such form as the Compensation Committee shall approve from time to time, specifying the number of Common Shares that may be purchased pursuant to the Option, the time or times at which the Option shall become exercisable in whole or in part, whether the Option is intended to be an ISO or an NSO and such other terms and conditions as the Compensation Committee shall approve, and containing or incorporating by reference the following terms and conditions.

(a) DURATION. Each Option shall expire ten years from its date of grant; provided, however, that no ISO granted to an employee who owns (directly or under the attribution rules of Section 424(d) of the Code) shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company or any Subsidiary shall expire later than five years from its date of grant.

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(b) EXERCISE PRICE. The exercise price of each Option shall be any lawful consideration, as specified by the Compensation Committee in its discretion; provided, however, that the price shall be at least 100 percent of the Fair Market Value (as hereinafter defined) of the shares on the date on which the Compensation Committee awards the Option, which shall be considered the date of grant of the Option for purposes of fixing the price; and provided, further, that the price with respect to an ISO granted to an employee who at the time of grant owns (directly or under the attribution rules of Section 424(d) of the Code) stock representing more than ten percent of the voting power of all classes of stock of the Company or of any Subsidiary shall be at least 110 percent of the Fair Market Value of the shares on the date of grant of the ISO. For purposes of the Plan, except as may be otherwise explicitly provided in the Plan or in any Share Option Agreement, the "Fair Market Value" of a Common Share at any particular date shall be determined according to the following rules: (i) if the Common Shares are not at the time listed or admitted to trading on a stock exchange or the Nasdaq Stock Market, the Fair Market Value shall be the closing price of a Common Share on the date in question in the over-the-counter market, as such price is reported in a publication of general circulation selected by the Board and regularly reporting the price of the Common Shares in such market, including any market that is outside of the United States; provided, however, that if the price of the Common Shares is not so reported, the Fair Market Value shall be determined in good faith by the Board, which may take into consideration (1) the price paid for Common Shares in the most recent trade of a substantial number of shares known to the Board to have occurred at arm's length between willing and knowledgeable investors, (2) an appraisal by an independent party or (3) any other method of valuation undertaken in good faith by the Board, or some or all of the above as the Board shall in its discretion elect; or (ii) if the Common Shares are at the time listed or admitted to trading on any stock exchange, including any market that is outside of the United States, or the Nasdaq Stock Market, then the Fair Market Value shall be the mean between the lowest and highest reported sale prices (or the highest reported bid price and the lowest reported asked price) of the Common Shares on the date in question on the principal exchange or the Nasdaq Stock Market, as the case may be, on which the Common Shares are then listed or admitted to trading. If no reported sale of Common Stock takes place on the date in question on the principal exchange or the Nasdaq Stock Market, as the case may be, then the most recent previous reported closing sale price of the Common Shares (or, in the Board's discretion, the reported closing asked price) of the Common Shares on such date on the principal exchange or the Nasdaq Stock Market, as the case may be, shall be determinative of Fair Market Value.

(c) METHOD OF EXERCISE. To the extent that it has become exercisable under the terms of the Share Option Agreement, an Option may be exercised from time to time by notice acceptable to the Chief Executive Officer of the Company, or his delegate, stating the number of shares with respect to which the Option is being exercised and accompanied by payment of the exercise price in cash or check payable to the Company or, if the Share Option Agreement so provides, other payment or deemed payment described in this Section 5(c). Such notice shall be delivered in person to the Chief Executive Officer of the Company, or his delegate, or shall be sent by registered mail, return receipt requested, to the Chief Executive Officer of the Company, or his delegate, in which case delivery shall be deemed made on the date such notice is deposited in the mail.

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Alternatively, payment of the exercise price may be made:

(1) In whole or in part in Common Shares already owned by the Optionee or to be received upon exercise of the Option; provided, however, that such shares are fully vested and free of all liens, claims and encumbrances of any kind; and provided, further, that the Optionee may not make payment in Common Shares that he acquired upon the earlier exercise of any ISO (or other "incentive stock option"), unless he has held the shares for at least two years after the date the ISO was granted and at least one year after the date the ISO was exercised. If payment is made in whole or in part in Common Shares, then the Optionee shall deliver to the Company share certificates or other evidence of legal and beneficial ownership registered in his name representing a number of Common Shares legally and beneficially owned by him, fully vested and free of all liens, claims and encumbrances of every kind and having a Fair Market Value on the date of delivery that is not greater than the exercise price, such share certificates or other evidence of legal and beneficial ownership to be duly endorsed, or accompanied by stock powers duly endorsed, by the record holder of the Common Shares being delivered. If the exercise price exceeds the Fair Market Value of the shares so delivered, the Optionee shall also deliver cash or a check payable to the order of the Company in an amount equal to the amount of that excess or, if the Share Option Agreement so provides, his promissory note as described in paragraph
(2) of this Section 5(c); or

(2) By payment of the exercise price in whole or in part by delivery of the Optionee's recourse promissory note, in a form specified by the Company, secured by the Common Shares acquired upon exercise of the Option and such other security as the Compensation Committee may require.

At the time specified in an Optionee's notice of exercise, the Company shall, without issue or transfer tax to the Optionee, deliver to the Optionee at the main office of the Company, or such other place as shall be mutually acceptable, a certificate for the Common Shares or other evidence of legal and beneficial ownership as to which such Optionee's Option is exercised. If the Optionee fails to pay for or to accept delivery of all or any part of the number of Common Shares specified in the Optionee's notice upon tender of delivery thereof, the Optionee's right to exercise the Option with respect to those shares shall be terminated, unless the Company otherwise agrees.

(d) EXERCISABILITY. An Option may be exercised so long as it is outstanding from time to time in whole or in part, to the extent and subject to the terms and conditions that the Compensation Committee in its discretion may provide in the Share Option Agreement. Such terms and conditions shall include provisions for exercise within twelve (12) months after the Optionee' death or disability (within the meaning of Section 22(e)(3) of the Code), provided that no Option shall be exercisable after the expiration of the period described in paragraph (a) above. Except as the Compensation Committee in its discretion may otherwise provide in the Share Option Agreement, an Option shall cease to be exercisable upon the expiration of ninety (90) days following the termination of the Optionee's employment with, or the Optionee's other provision of services to, the Company or a subsidiary, subject to paragraph (a) above and Section 10 hereof.

(e) NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify the Company promptly in the event that he sells, transfers, exchanges or otherwise disposes of any Common

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Shares issued upon exercise of an ISO before the later of (i) the second anniversary of the date of grant of the ISO and (ii) the first anniversary of the date the shares were issued upon the exercise of the ISO.

(f) NO RIGHTS AS STOCKHOLDER. An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the date of issuance of a share certificate or other evidence of legal and beneficial ownership to him for the shares. No adjustment shall be made for dividends or other rights for which the record date is earlier than the date the share certificate or other evidence of legal and beneficial ownership is issued, other than as required or permitted pursuant to Section 9.

(g) TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the Optionee otherwise than by will or under the laws of descent and distribution, and shall be exercisable during the Optionee's lifetime only by the Optionee, except that the Compensation Committee may specify in a Share Option Agreement that pertains to an NSO that the Optionee may transfer such NSO to a member of the Immediate Family of the Optionee, to a trust solely for the benefit of the Optionee and the Optionee's Immediate Family, or to a partnership or limited liability company whose only partners or members are the Optionee and members of the Optionee's Immediate Family. "Immediate Family" shall mean, with respect to any Optionee, such Optionee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

6. SHARE APPRECIATION RIGHTS

The Committee may grant Share Appreciation Rights ("SARs") in respect of such number of Common Shares subject to the Plan as it shall determine, in its discretion, and may grant SARs either separately or in connection with Options, as described in the following sentence. An SAR granted in connection with an Option may be exercised only to the extent of the surrender of the related Option, and to the extent of the exercise of the related Option the SAR shall terminate. Common Shares covered by an Option that terminates upon the exercise of a related SAR shall cease to be available under the Plan. The terms and conditions of an SAR related to an Option shall be contained in the Share Option Agreement, and the terms of an SAR not related to any Option shall be contained in an SAR Agreement.

Upon exercise of an SAR, the Optionee shall be entitled to receive from the Company an amount equal to the excess of the Fair Market Value, on the exercise date, of the number of shares of Common Stock as to which the SAR is exercised, over the exercise price for those shares under a related Option or, if there is no related Option, over the base value stated in the SAR Agreement. Any amount payable by the Company upon exercise of an SAR shall be paid in the form of cash or other property (including Common Shares), as provided in the Share Option Agreement or SAR Agreement governing the SAR.

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7. RESTRICTED SHARES

The Compensation Committee may grant or award Restricted Shares in respect of such number of Common Shares, and subject to such terms or conditions, as it shall determine and specify in a Restricted Share Agreement, and may provide in a Share Option Agreement for an Option to be exercisable for Restricted Shares.

A holder of Restricted Shares shall have all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends, unless the Compensation Committee shall otherwise determine. Unless a grantee's Restricted Share Agreement provides to the contrary, unvested Restricted Shares granted under the Plan shall not be transferred without the written consent of the Board. In addition, at the time of termination for any reason of a grantee's employment or other service relationship with the Company or a Subsidiary, the Company shall have the right, in the case of unvested Restricted Shares, to purchase all or any of such shares at a price equal to the lower of (a) the price paid to the Company for such shares or (b) the Fair Market Value of such shares at the time of repurchase. Nothing in the Plan shall be construed to give any person the right to require the Company to purchase any Common Shares granted as Restricted Shares.

Share certificates, if any, representing Restricted Shares shall be imprinted with a legend to the effect that the shares represented may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of the Restricted Share Agreement and, if the Compensation Committee so determines, the holder may be required to deposit the share certificates or other evidence of legal and beneficial ownership with the President, Treasurer, Secretary or other officer of the Company or with an escrow agent designated by the Compensation Committee, together with a stock power or other instrument of transfer appropriately endorsed in blank. In the event that the Restricted Shares are not represented by a shares certificate, the Company shall direct the Company's registrar and transfer agent to make an appropriate notation of the restrictions on transfer to which the Restricted Shares are subject in the stock books and records of the Company.

8. METHOD OF GRANTING OPTIONS, RESTRICTED SHARES AND OTHER RIGHTS

The grant of Options, Restricted Shares and Other Rights shall be made by action of the Board or the Compensation Committee, at a meeting at which a quorum of its members is present, or by unanimous written consent of all its members; provided, however, that if an individual to whom a grant has been made fails to execute and deliver to the Compensation Committee a Share Option Agreement, Restricted Share Agreement or SAR Agreement within thirty days after it is submitted to him, the Option, Restricted Shares or SAR granted under the agreement shall be voidable by the Company at its election, without further notice to the grantee.

9. REQUIREMENTS OF LAW

The Company shall not be required to transfer Restricted Shares or to sell or issue any Common Shares upon the exercise of any Option if the issuance of such restricted Shares or Common Shares will result in a violation by the Optionee or the Company of any provisions of

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any law, statute or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1933, as amended from time to time (the "Securities Act"), upon the transfer of Restricted Shares or the exercise of any Option, the Company shall not be required to issue Restricted Shares or Common Shares, as the case may be, unless the Compensation Committee has received evidence satisfactory to it to the effect that the holder of the Restricted Shares or the Option will not transfer such shares except pursuant to a registration statement in effect under the Securities Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that registration is not required. Any determination in this connection by the Compensation Committee shall be conclusive. The Company shall not be obligated to take any other affirmative action in order to cause the transfer of Restricted Shares or the exercise of an Option to comply with any law or regulations of any governmental authority, including, without limitation, the Securities Act or applicable state securities laws.

10. CHANGES IN CAPITAL STRUCTURE

In the event that the outstanding Common Shares are hereafter changed for a different number or kind of shares or other securities of the Company, by reason of a reorganization, recapitalization, exchange of shares, share split, combination of shares or dividend payable in shares or other securities, a corresponding adjustment shall be made by the Compensation Committee in the number and kind of shares or other securities covered by outstanding Options and Other Rights and for which Options and Other Rights may be granted under the Plan. Any such adjustment in outstanding Options shall be made without change in the total price applicable to the unexercised portion of the Option, but the price per share specified in each Share Option Agreement shall be correspondingly adjusted; provided, however, that no adjustment shall be made with respect to an ISO that would constitute a modification as defined in
Section 424 of the Code without the consent of the holder. Any such adjustment made by the Compensation Committee shall be conclusive and binding upon all affected persons, including the Company and all Optionees and holders of Other Rights.

If while unexercised Options remain outstanding under the Plan the Company merges or consolidates with a wholly-owned subsidiary for the purpose of incorporating itself, including under the laws of another jurisdiction, the Optionees will be entitled to acquire shares of common stock of the incorporated Company upon the same terms and conditions as were in effect immediately prior to such reincorporation (unless such incorporation involves a change in the number of shares or the capitalization of the Company, in which case proportional adjustments shall be made as provided above) and the Plan, unless otherwise rescinded by the Board, will remain the Plan of the incorporated Company.

Except as otherwise provided in the preceding paragraph, if the Company is merged or consolidated with another corporation, whether or not the Company is the surviving entity, or if the Company is liquidated or sells or otherwise disposes of all or substantially all of its assets to another entity while unexercised Options remain outstanding under the Plan, or if other circumstances occur in which the Compensation Committee in its sole and absolute discretion deems it appropriate for the provisions of this paragraph to apply (in each case, an "Applicable Event"), then: (a) in the discretion of the Compensation Committee, each holder of an outstanding Option shall be entitled, upon exercise of the Option, to receive in lieu of Common Shares, such stock or other securities or property as he or she would have received had he

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exercised the Option immediately prior to the Applicable Event; or (b) the Compensation Committee may, in its sole and absolute discretion, waive, generally or in one or more specific cases, any limitations imposed on exercise (including without limitation a change in any existing vesting schedule) so that some or all Options from and after a date prior to the effective date of such Applicable Event, specified by the Compensation Committee, in its sole and absolute discretion, shall be exercisable; or (c) the Compensation Committee may, in its sole and absolute discretion, cancel all outstanding and unexercised Options as of the effective date of any such Applicable Event; or (d) the Compensation Committee may, in its sole discretion, convert some or all Options into Options to purchase the stock or other securities of the surviving corporation pursuant to an Applicable Event; or (e) the Compensation Committee may, in its sole and absolute discretion, assume the outstanding and unexercised options to purchase stock or other securities of any corporation and convert such options into Options to purchase Common Stock, whether pursuant to this Plan or not, pursuant to an Applicable Event; provided, however, that notice of any cancellation pursuant to clause (c) shall be given to each holder of an Option not less than thirty days preceding the effective date of such Applicable Event; and provided, further, that the Compensation Committee may, in its sole and absolute discretion waive, generally or in one or more specific instances, any limitations imposed on exercise (including a change in any existing exercise schedule) with respect to any Option so that such Option shall be exercisable in full or in part, as the Compensation Committee may, in its sole and absolute discretion, determine, during such thirty day period.

In the case of an Applicable Event, the Compensation Committee shall have discretion to make adjustments or take other action with respect to Other Rights corresponding to the provisions of the preceding paragraph.

Except as expressly provided to the contrary in this Section 10, the issuance by the Company of Common Shares or other equity securities of any class for cash or property or for services, either upon direct sale or upon the exercise of rights or warrants, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect the number, class or price of Common Shares then subject to outstanding Options or Other Rights.

11. FORFEITURE FOR DISHONESTY, VIOLATION OF AGREEMENTS OR TERMINATION FOR CAUSE

Notwithstanding any provision of the Plan to the contrary, if the Compensation Committee determines, after full consideration of the facts, that:

(a) the Optionee (or holder of Restricted Shares or Other Rights) has been engaged in fraud, embezzlement or theft in the course of his or her employment by or involvement with the Company or a Subsidiary, has made unauthorized disclosure of trade secrets or other proprietary information of the Company or a Subsidiary or of a third party who has entrusted such information to the Company or a Subsidiary, or has been convicted of a felony, or crime involving moral turpitude or any other crime which reflects negatively upon the Company; or

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(b) the Optionee (or holder of Restricted Shares or Other Rights) has violated the terms of any employment, noncompetition, nonsolicitation, confidentiality, nondisclosure or other similar agreement with the Company to which he is a party; or

(c) the employment or involvement with the Company or a Subsidiary of the Optionee (or holder of Restricted Shares or Other Rights) was terminated for "cause," as defined in any employment agreement with the Optionee (or holder of Restricted Shares or Other Rights), if applicable, or if there is no such agreement, as determined by the Compensation Committee, which may determine that "cause" includes among other matters the willful failure or refusal of the Optionee (or holder of Restricted Shares or Other Rights) to perform and carry out his or her assigned duties and responsibilities diligently and in a manner satisfactory to the Compensation Committee; then the Optionee's right to exercise an Option shall terminate as of the date of such act (in the case of (a) or (b)) or such termination (in the case of (c)), the Optionee shall forfeit all unexercised Options (or the holder shall forfeit all Other Rights) and the Company shall have the right to repurchase all or any part of the Common Shares acquired by the Optionee upon any previous exercise of any Option (or any previous acquisition by the holder of Restricted Shares, whether then vested or unvested), at a price equal to the lower of (a) the amount paid to the Company upon such exercise or acquisition, or (b) the Fair Market Value of such shares at the time of repurchase. If an Optionee whose behavior the Company asserts falls within the provisions of the clauses above has exercised or attempts to exercise an Option prior to consideration of the application of this Section 11 or prior to a decision of the Compensation Committee, the Company shall not be required to recognize such exercise until the Compensation Committee has made its decision and, in the event any exercise shall have taken place, it shall be of no force and effect (and shall be void AB INITIO) if the Compensation Committee makes an adverse determination; provided, however, that if the Compensation Committee finds in favor of the Optionee then the Optionee will be deemed to have exercised the Option retroactively as of the date he or she originally gave notice of his or her attempt to exercise or actual exercise, as the case may be. The decision of the Compensation Committee as to the cause of an Optionee's (or holder of Restricted Shares or Other Rights) discharge and the damage done to the Company shall be final, binding and conclusive. No decision of the Compensation Committee, however, shall affect in any manner the finality of the discharge of such Optionee (or holder of Restricted Shares or Other Rights) by the Company. For purposes of this Section 11, reference to the Company shall include any Subsidiary.

12. MISCELLANEOUS

(a) NO GUARANTEE OF EMPLOYMENT OR OTHER SERVICE RELATIONSHIP.
Neither the Plan nor any Share Option Agreement, Restricted Share Agreement or SAR Agreement shall give an employee the right to continue in the employment of the Company or a Subsidiary or give the Company or a Subsidiary the right to require an employee to continue in employment. Neither the Plan nor any Share Option Agreement, Restricted Share Agreement or SAR Agreement shall give a director or other service provider the right to continue to perform services for the Company or a Subsidiary or give the Company or a Subsidiary the right to require the director or service provider to continue to perform services.

(b) TAX WITHHOLDING. To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes with respect to any income recognized

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by an Optionee by reason of the exercise or vesting of an Option or Restricted Shares, or payments with respect to Other Rights, and as a condition to the receipt of any Option, Restricted Share or Other Rights the Optionee shall agree that if the amount payable to him by the Company and any Subsidiary in the ordinary course is insufficient to pay such taxes, then he shall upon the request of the Company pay to the Company an amount sufficient to satisfy its tax withholding obligations.

Without limiting the foregoing, the Compensation Committee may in its discretion permit any Optionee's withholding obligation to be paid in whole or in part in the form of Common Shares by withholding from the shares to be issued or by accepting delivery from the Optionee of shares already owned by him. The Fair Market Value of the shares for such purposes shall be determined as set forth in Section 5(b). An Optionee may not make any such payment in the form of Common Shares acquired upon the exercise of an ISO until the shares have been held by him for at least two years after the date the ISO was granted and at least one year after the date the ISO was exercised. If payment of withholding taxes is made in whole or in part in Common Shares, the Optionee shall deliver to the Company share certificates registered in his name or other evidence of legal and beneficial ownership of Common Shares owned by him, fully vested and free of all liens, claims and encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record holder of the shares represented by such share certificates. If the Optionee is subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), his ability to pay his withholding obligation in the form of Common Shares shall be subject to such additional restrictions as may be necessary to avoid any transaction that might give rise to liability under Section 16(b) of the Exchange Act.

(c) USE OF PROCEEDS. The proceeds from the sale of shares pursuant to Options shall constitute general funds of the Company.

(d) CONSTRUCTION. All masculine pronouns used in this Plan shall include both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. The titles of the sections of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. All other provisions of this Plan notwithstanding, this Plan shall be administered and construed so as to avoid any person who receives an Option grant or Other Right incurring any adverse tax consequences under Internal Revenue Code Section 409A. The Compensation Committee shall suspend the application of any provision of the Plan which could, in the sole determination of the Board of Directors, result in an adverse tax consequence to any person under Internal Revenue Code Section 409A.

(e) GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflict of laws.

13. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN

The Plan shall be effective as of January __, 2007, subject to ratification by (a) the holders of a majority of the outstanding Common Shares present, or represented, and entitled to vote thereon (voting as a single class) at a duly held meeting of the shareholders of the Company

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or (b) by the written consent of the holders of a majority (or such greater percentage as may be prescribed under the Company's Limited Liability Operating Company Agreement and applicable state law) of the Common Shares entitled to vote thereon (voting as a single class) within twelve months after such date. Options or Restricted Shares that are conditioned upon the ratification of the Plan by the shareholders may be granted prior to ratification. The Compensation Committee may grant Options, Restricted Shares or Other Rights under the Plan from time to time until the close of business on January __, 2017. The Board may at any time amend the Plan; provided, however, that without approval of the Company's shareholders there shall be no: (a) change in the number of Common Shares that may be issued under the Plan, except by operation of the provisions of Section 10, either to any one Optionee or in the aggregate; (b) change in the class of persons eligible to receive Options, Restricted Shares or Other Rights; or (c) other change in the Plan that requires shareholder approval under applicable law. No amendment shall adversely affect outstanding Options (or Restricted Shares or Other Rights) without the consent of the Optionee (or holder of Restricted Shares or Other Rights). The Plan may be terminated at any time by action of the Board, but any such termination will not terminate any Option, Restricted Shares or Other Rights then outstanding without the consent of the Optionee or the holder of such Restricted Shares or Other Rights.

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[Suggested Form of Share Option Agreement]

TravelCenters of America LLC

SHARE OPTION AGREEMENT

Option Certificate No.:

CAUTION: ALL OF THE TERMS OF THIS AGREEMENT AND THE INFORMATION HEREIN ARE CONFIDENTIAL.

SPECIFIC TERMS OF THE OPTION

Subject to the terms and conditions hereinafter set forth and the terms and conditions of the TravelCenters of America LLC 2007 Equity Compensation Plan (the "Plan"), TravelCenters of America LLC, a Delaware limited liability company (the "Company," which term shall include, unless the context otherwise clearly requires, all Subsidiaries of the Company), hereby grants the following option (the "Option") to purchase Common Shares, of the Company:

1. Name of person to whom the Option is granted (the "Optionee"):

2. Date of grant of Option:

3. Number of Common Shares:

4. Type of Option: [Incentive/Nonqualified]

5. Exercise Price (per share): $

6. Term: Subject to Section 9, this Option expires at 5:00 p.m. Eastern Time on
[date].

7. Exercisability: Provided that on the dates set forth below the Optionee is still employed by or providing services to the Company, the Option will become exercisable as follows and as provided in Section 10 below:

DATE NUMBER OF SHARES CUMULATIVE NUMBER

8. EXERCISE PRICE AND FURTHER CONDITIONS. This Option may be exercised at the exercise price per share of Common Shares set forth in Section 5 on the first page hereof, subject to adjustment as provided herein and in the Plan.

9. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the date determined pursuant to Section 6 hereof and shall be exercisable prior to that date in accordance with and subject to the conditions set forth in the Plan and those conditions, if any, set forth in Sections 7 and 8. If before this Option has been exercised in full, the Optionee ceases to be an employee of or provide services for the Company or a subsidiary, for any reason other than a termination for a reason specified in Section 11 of the Plan, the Optionee may exercise this Option to the extent that he or she might have exercised it on the date of termination of the Optionee's employment, but only during the period ending on the earlier of (a) the date on which the Option expires in accordance with Section 6 hereof or (b) 90 days after the date of termination of the Optionee's employment with the Company or a subsidiary, or of the Optionee's provision of services to the Company or a subsidiary. However, if the Optionee dies before the date of expiration of this Option and while in the employ of or during the course of providing services, for the Company or a subsidiary or during the 90-day period described in the preceding sentence, or in the event of the retirement of the Optionee for reasons of disability (within the meaning of
Section 22(e)(3) of the Code) the Option shall remain exercisable until the earlier of its date of expiration in accordance with Section 6 of the first page hereof or one year from the date of such death or retirement. If the Optionee dies before this Option has been exercised in full, the executor, administrator or personal representative of the estate of the Optionee may exercise this Option as set forth in the preceding sentence.

10. METHOD OF EXERCISE. To the extent that the right to purchase Common Shares is exercisable hereunder, this Option may be exercised from time to time by notice acceptable to the Company substantially in the form attached hereto as EXHIBIT A stating the number of shares with respect to which this Option is being exercised and accompanied by payment in full of the exercise price for the number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5 of the Plan. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a share certificate or share certificates or other evidence of legal and beneficial ownership for such shares out of theretofore authorized but unissued Common Shares or reacquired Common Shares as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. Payment of the exercise price may be made in cash or cash equivalents or, in accordance with the terms and conditions of Section 5 of the Plan, (a) in whole or in part in Common Shares of the Company or (b) in whole or in part by delivery of a promissory note of the Optionee in the form attached hereto as EXHIBIT B. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his or her right to exercise this Option with respect to such shares not paid for may be terminated by the Company.

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11. NONASSIGNABILITY OF OPTION RIGHTS. This Option shall not be assignable or transferable by the Optionee except by will or by the laws of descent and distribution and during the life of the Optionee, this Option shall be exercisable only by him or her.

12. CONFIDENTIALITY. The Optionee hereby agrees that the entire contents of this Agreement is confidential at all times, and that the Option's exercisability is conditioned on his compliance with this covenant.

13. COMPLIANCE WITH SECURITIES ACT. The Company shall not be obligated to sell or issue any Common Shares or other securities pursuant to the exercise of this Option unless the Common Shares or other securities with respect to which this Option is being exercised are at that time effectively registered or exempt from registration under the Securities Act and applicable state securities laws. In the event shares or other securities shall be issued that shall not be so registered, the Optionee hereby represents, warrants and agrees that the Optionee will receive such shares or other securities for investment and not with a view to their resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel.

The Optionee further hereby agrees that as a condition to the purchase of shares upon exercise of this Option, the Optionee will execute an agreement in a form acceptable to the Company to the effect that the shares shall be subject to any underwriter's lock-up agreement in connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers and employees of the Company, and such agreement or a successor agreement must be in full force and effect.

14. LEGENDS. The Optionee hereby acknowledges that the share certificate or share certificates, if any, evidencing Common Shares or other securities issued pursuant to any exercise of this Option may bear a legend setting forth the restrictions on their transferability described in Section 13 hereof and that in the event that the Common Shares or other securities issued pursuant to the exercise of this Option are not represented by one or more share certificates, the Company's registrar and transfer agent shall make appropriate notations in the stock records of the Company setting forth the restrictions on their transferability described in Section 13 hereof.

15. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a shareholder with respect to any Common Shares or other securities covered by this Option until the date of issuance of a share certificate or other evidence of legal and beneficial ownership to him or her for such shares or other securities. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate or other evidence of legal and beneficial ownership is issued, except as required or permitted by Section 10 of the Plan.

16. WITHHOLDING TAXES. The Optionee hereby agrees, as a condition to any exercise of this Option, to provide to the Company an amount sufficient to satisfy its obligation to withhold certain federal, state and local taxes arising by reason of such exercise (the "Withholding Amount"), if any, by (a) authorizing the Company and/or a Subsidiary to withhold the Withholding Amount from the Optionee's cash compensation or (b) remitting the Withholding Amount to the Company in cash; provided, however, that to the extent that the Withholding

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Amount is not provided by one or a combination of such methods, the Company in its sole and absolute discretion may refuse to issue such Common Shares or may withhold from the Common Shares delivered upon exercise of this Option that number of shares having a Fair Market Value, on the date of exercise, sufficient to eliminate any deficiency in the Withholding Amount.

17. NOTICE OF DISQUALIFYING DISPOSITION. If this Option is an incentive stock option, the Optionee agrees to notify the Company promptly in the event that the Optionee sells, transfers, exchanges or otherwise disposes of any Common Shares issued upon exercise of the Option before the later of (i) the second anniversary of the date of grant of the Option and (ii) the first anniversary of the date the shares were issued upon Optionee's exercise of the Option.

18. TERMINATION OR AMENDMENT OF PLAN. The Board may in its sole and absolute discretion at any time terminate or from time to time modify and amend the Plan, but no such termination or amendment will affect rights and obligations under this Option, to the extent it is then in effect and unexercised.

19. EFFECT UPON EMPLOYMENT. Nothing in this Option or the Plan shall be construed to impose any obligation upon the Company or any Subsidiary to employ or retain in its employ, or continue its involvement with, the Optionee.

20. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence Optionee's acceptance of this Option by executing this Agreement and returning it to the Company within thirty days after its delivery to the Optionee, the Option and this Agreement shall, in the discretion of the Company, be null and void.

21. GENERAL PROVISIONS.

(a) AMENDMENT; WAIVERS. This Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof and, except as otherwise permitted by the express terms of the Plan and this Agreement, it may not be modified or amended, nor may any provision hereof be waived, except by a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not adversely affect the rights of the Optionee hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Optionee. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance.

(b) BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent provided herein and in the Plan, their respective heirs, executors, administrators, representatives, successors and assigns.

(c) CONSTRUCTION. This Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Agreement, the Plan shall control. The titles of the sections of this Agreement are included for convenience only and shall not be construed as modifying or affecting their provisions. The masculine gender shall include

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both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them in the Plan.

(d) GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the applicable laws of the State of Delaware (other than the law governing conflict of law questions) except to the extent the laws of any other jurisdiction are mandatorily applicable.

[Remainder of page intentionally left blank.]

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(e) NOTICES. Any notice in connection with this Agreement shall be deemed to have been properly delivered if it is in writing and is delivered by hand or facsimile or sent by registered mail to the party addressed as follows, unless another address has been substituted by notice so given: 

To the Optionee:  To his or her address as listed on the books of the Company

To the Company:   TravelCenters of America LLC
                  [               ]
                  [               ]
                  [               ]
                  Attention:  _______

                          and

with a copy to:   Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts  02109
                  Attention:  William J. Curry, Esq.

TRAVELCENTERS OF AMERICA LLC X___________________________________________

(Signature of Optionee)

By:
Title:
Date:

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Exhibit A to Share Option

[FORM FOR EXERCISE OF SHARE OPTION]

TravelCenters of America LLC
[ ]
[ ]

Re: Exercise of Option under the TravelCenters of America LLC 2007 Equity Compensation Plan

Gentlemen:

I hereby elect to exercise the share option granted to me pursuant and subject to the terms and conditions of the Share Option Agreement between the Company and me dated as of _______, 200__ (the "Option Agreement") by and to the extent of purchasing _____ Common Shares of TravelCenters of America LLC (the "Company") for the exercise price of $_____ per share.

Enclosed please find payment, in cash or in such other property as is permitted under the TravelCenters of America LLC 2007 Equity Compensation Plan (the "Plan"), of the purchase price for said shares. IF I AM MAKING PAYMENT OF ANY PART OF THE PURCHASE PRICE BY DELIVERY OF COMMON SHARES OF THE COMPANY, I HEREBY CONFIRM THAT I HAVE INVESTIGATED AND CONSIDERED THE POSSIBLE INCOME TAX CONSEQUENCES OF MAKING PAYMENTS IN THAT FORM. I agree to provide the Company an amount sufficient to satisfy the obligation of the Company to withhold certain taxes, as provided in Section 16 of the Option Agreement.

I specifically confirm to the Company that I am acquiring the shares for investment and not with a view to their sale or distribution, and that the shares shall be held subject to all of the terms and conditions of the Option Agreement.

Very truly yours,

Date: (Signed by the Employee or other party duly exercising option)

Exhibit B to Stock Option

[FORM OF NOTE IN PAYMENT OF EXERCISE PRICE OF OPTIONS]

PROMISSORY NOTE

$_____________ Date:__________

FOR VALUE RECEIVED, the undersigned (the "Payor") hereby promises to pay to the order of TravelCenters of America LLC (the "Payee") at the principal office of Payee in __________, _______ ON DEMAND and in any event on or before _____, 20__ the sum of _________________ ($__________) with interest from the date hereof on the principal amount hereof from time to time unpaid at the rate of ___ percent (___%) per annum. Interest on the outstanding principal amount hereof shall be due and payable monthly on the last business day of each month in each year during the term of this Note, and at maturity commencing with the month end immediately following the date of this Note. The Payor authorizes the Payee to withhold such interest from his regular monthly or other salary payment or other compensation and to apply such withheld amount to interest due hereon and also agrees to execute such instruments and other documents as the Payee may from time to time request to reflect such right of withholding. [The Payor shall on ________ of each year, commencing in ______, pay an amount equal to ___ percent (___%) of the original principal amount of this Note, together with all accrued and unpaid interest thereon.]

All payments on this Note shall be first applied against accrued but unpaid interest to the extent thereof, and then to the outstanding principal amount.

The Payor shall have the right to prepay the principal amount of this Note in whole or in part at any time without penalty, but together with all accrued but unpaid interest on the outstanding principal amount. [No such prepayment shall affect the obligation of the Payor to make the payments required by the last sentence of the first paragraph of this Note.]

The Payor shall pay principal, interest and other amounts under, and in accordance with the terms of, this Note, free and clear of and without deduction for any and all present and future taxes, levies, imposts, deductions, charges, withholdings and all liabilities with respect thereto.

Should the indebtedness evidenced by this Note or any part thereof be collected by legal action, or in bankruptcy, receivership or other court proceedings, or should this Note be placed in the hands of attorneys for collection after default, Payor agrees to pay, upon demand by the holder of this Note, in addition to principal and interest and other sums, if any, due and payable hereon, court costs and reasonable attorneys' fees and other reasonable collection charges, to the maximum extent permitted by applicable law.

This Note represents the obligation of the Payor to pay on an installment basis the balance of the purchase price of Common Shares of the Payee to be issued to the Payor promptly after the date hereof, plus interest on such purchase price, pursuant to a share option granted pursuant to the Share Option Agreement dated ________, 20__ (the "Option Agreement").

Upon the occurrence of any of the following events (an "acceleration event"), and without limitation of the Payee's right to otherwise demand payment of this Note at any time:

(a) Failure of the Payor to perform or observe any of his obligations under this Note or the Option Agreement, or acceleration of the Payor's obligation to make payment of the purchase price of the Common Shares pursuant to the provisions of the Option Agreement; or

(b) Commencement of voluntary or involuntary proceedings in respect of the Payor under any federal or state bankruptcy, insolvency, receivership or other similar law; or

(c) Termination of the Payor's employment by or performance of services, directly or indirectly, for the Payee;

then and in any such case, upon written notice by the Payee to the last known address of the Payor, or, under the circumstances set forth in subparagraph (b) above, automatically and without notice, the outstanding principal amount hereof with interest accrued thereon shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Payor.

The Payor hereby waives the presentment, demand, notice of protest and all other demands and notices in connection with delivery, acceptance, performance, default or enforcement hereof. No delay or omission on the part of the holder of this Note in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, no course of dealing between the Payor and the holder of this Note shall operate as a waiver of any of the holder's rights hereunder unless set forth in a writing signed by the holder of this Note and a waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

Any provision of this Note to the contrary notwithstanding, changes in or additions to this Note may be made, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the consent in writing of the holder of this Note and the Payor, and each such change, addition or waiver shall be binding upon each future holder of the Note and the Payor. Any consent may be given subject to satisfaction of conditions stated therein.

This Note shall be binding upon and shall inure to the benefit of the Payor and the Payee and their respective successors and assigns, including, without limitation, successors by operation of law pursuant to any merger, consolidation or sale of assets involving any of the parties.

This Note shall be deemed to be a contract made under and to be construed in accordance with and governed by the applicable laws (other than the law governing conflict of law matters) of the State of Delaware.

If the last or appointed day for taking of any action required or permitted hereby (including the payment of principal of or interest) shall be a Saturday, Sunday or legal holiday in

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Boston, Massachusetts, or a day on which banking institutions in Boston, Massachusetts are authorized by law or executive order to close, then such action may be taken or such payment may be made on the next succeeding business day for banking institutions in such city.

This Note is executed as, and shall be effective as, a sealed instrument and shall be binding upon the estate and any successor of the Payor.

Witness:

Print Name: Print Name:

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Exhibit 21.1

SUBSIDIARIES OF REGISTRANT 

SUBSIDIARY NAME                                     JURISDICTION OF FORMATION
---------------                                     -------------------------
TravelCenters of America Holding Company LLC        Delaware
TA Operating LLC                                    Delaware
TA Franchise Systems LLC                            Delaware
TA Leasing LLC                                      Delaware
TA Travel, L.L.C.                                   Delaware
The TravelCenters of America Foundation             Ohio
3073000 Nova Scotia Company                         Nova Scotia, Canada
TravelCentres Canada Limited Partnership            Ontario, Canada
TravelCentres Canada Inc.                           Ontario, Canada


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EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of our report dated December 8, 2006 relating to the financial statement of TravelCenters of America LLC, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
January 11, 2007



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EXHIBIT 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of TravelCenters of America LLC of our report dated May 30, 2006, except for Note 24, as to which the date is September 15, 2006 and Note 6, as to which the date is November 17, 2006 relating to the financial statements and the financial statement schedule of TravelCenters of America, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Cleveland, Ohio
January 11, 2007



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Exhibit 99.4

TRAVELCENTERS OF AMERICA LLC

CHARTER OF THE AUDIT COMMITTEE

Adopted January 12, 2007

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors of TravelCenters of America LLC (the "Company") in fulfilling its responsibilities for oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements,
(3) the independent auditors' qualifications and independence, and (4) the performance of the Company's internal audit function and independent auditor. The Audit Committee is also responsible for preparing the report required to be included in the proxy statement for the Company's annual meeting of shareholders under rules and regulations of the Securities and Exchange Commission ("SEC") and any other reports required to be prepared by it under the rules and regulations of the SEC or the American Stock Exchange ("AMEX").

In discharging its oversight role, the Audit Committee is empowered to investigate any matter within the Audit Committee's scope of responsibilities with full access to all books, records, facilities and personnel of the Company. The Audit Committee shall have the authority to retain and determine funding for independent legal, accounting or other consultants or advisors to advise the Audit Committee for this purpose.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor and the resolution of disagreements between management and the independent auditor regarding financial reporting. The independent auditor is ultimately accountable to (and shall directly report to) the Audit Committee, as representatives of the shareholders.

The Audit Committee has final authority and responsibility for the appointment and assignment of duties to the director of internal audit. The Audit Committee shall direct that the director of internal audit and staff be authorized to have full, free and unrestricted access to all the functions, records, property and personnel of the Company in order to carry out the duties prescribed by the Audit Committee.

The Audit Committee shall annually (a) review and, if appropriate, update this Charter, and (b) review and evaluate the performance of its duties.

The activities enumerated in Section IV of this Charter are designed to promote the Audit Committee's fulfillment of this function, as well as to facilitate communications between the Board of Directors, the Company's management and the Company's internal audit department and independent auditor on significant accounting judgments, estimates, principles, practices and policies. Notwithstanding the Audit Committee's role in oversight of the Company's financial reporting process and financial statements, it is acknowledged that the Company's management ultimately has responsibility for that process and those financial statements.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined by the Board of Directors, each of whom shall meet the independence and experience requirements of the Rules of the AMEX and any other applicable laws and regulations.

At least one member of the Audit Committee shall be a "financial expert" within the meaning of the rules and regulations of the SEC (as determined by the Board of Directors in its business judgment).

The members of the Audit Committee shall be elected by the Board of Directors or an authorized committee thereof, and vacancies on such Audit Committee shall be filled as provided in the Company's Amended and Restated Limited Liability Company Operating Agreement (the "LLC Agreement"). Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by majority vote of the full Audit Committee membership.

No member of the Audit Committee shall (a) directly or indirectly receive consulting, advisory or other compensatory fees other than Board of Directors fees or Audit Committee fees or other Board committee fees; or (b) be an "affiliated person" (as defined by SEC rules and regulations) of the Company or any subsidiary thereof, unless permitted by an exemption provided by such rules and regulations. The Company shall make required disclosure of any exception in its annual proxy statement.

No member of the Audit Committee may simultaneously serve on the audit committees of more than three public companies (excluding investment management companies) unless the Board of Directors shall determine that such simultaneous service will not impair the ability of such member to effectively serve on the Audit Committee, and the Company shall disclose this determination in its next annual proxy statement.

III. MEETINGS

It is expected that the Audit Committee will meet at least four times a year, on a quarterly basis, or more frequently as the circumstances require. Meetings of the Audit Committee shall be called and held, and the Audit Committee may act by written consent in lieu of a meeting, as provided in the Company's LLC Agreement.

The Audit Committee shall meet in separate executive sessions with management, the director of internal audit and the independent auditor to discuss any matters that the Audit Committee (or any of these groups) believes should be discussed privately.

IV. RESPONSIBILITIES AND DUTIES

The following are activities of the Audit Committee designed to promote the fulfillment of its functions as described in this Charter (these functions are set forth as a guide with the understanding that the Audit Committee may diverge from this guide as appropriate given the circumstances):

2

DOCUMENTS/REPORTS REVIEW

1. Review the Company's annual and quarterly financial statements released to the public, including any certification, report, opinion, or review rendered by the independent auditor, and the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," prior to the filing of any such items with the SEC. Such review shall specifically include a discussion with management regarding:

a) All critical accounting estimates and judgments including how policies were chosen among alternatives, the methodology of applying those estimates and policies, and the assumptions made, and the impact of changes in those policies, both qualitatively and quantitatively;

b) Any material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on the Company's financial statements, financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses; and

c) All material related-party transactions.

2. Discuss the Company's audited financial statements with representatives of the Company's management.

3. Quarterly, in connection with the preparation of each periodic report of the Company, review management's disclosures to the Audit Committee and the contents of each certification filed or furnished with such report. This review shall include a discussion with the President and the Treasurer of material weaknesses and significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data, and any material weaknesses in internal controls identified by the President and the Treasurer, and any fraud (without regard to materiality) involving management or employees with a significant role in the Company's internal controls.

INDEPENDENT AUDITOR

4. Possess the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent auditor; and determine the appropriate funding for payment of compensation (a) to the independent auditor for the purpose of rendering or issuing an audit report; and (b) to any advisors employed by the Audit Committee to carry out its duties.

5. At least annually, obtain and review a report by the independent auditor describing: (a) the firm's internal quality-control procedures; and (b) any material issues raised by (1) the most recent internal quality-control review, or peer review, of the firm, or (2) any inquiry or investigation by governmental or professional authorities, within the preceding

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five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

6. At least annually, evaluate the independence of the independent auditor by:

a) Obtaining from and discussing with the independent auditor a formal written statement delineating all relationships between the independent auditor and the Company and services performed by the independent auditor for the Company, and their impact on the objectivity and independence of the independent auditor;

b) Reviewing and evaluating the lead partner of the independent auditor;

c) Considering whether there should be a rotation of the audit firm in order to ensure auditor independence; and

d) Confirming that no partner of the independent auditor on the audit engagement team has performed audit services for the Company for longer than the time period permitted by SEC rules and regulations,

and present its conclusions to the Board of Directors.

7. Periodically consult with the independent auditor out of the presence of management about internal controls and the quality, acceptability, fullness and accuracy of the Company's financial statements.

FINANCIAL REPORTING PROCESS

8. Discuss the Company's financial statements with representatives of the Company's management.

9. In connection with the financial statements contained in the Company's periodic filings with the SEC, require the independent auditor and a representative of the Company's financial management to inform the Audit Committee (either as a committee or through the Chair, representing the Audit Committee) about:

a) All critical accounting policies and practices, alternative accounting treatments of financial information within generally accepted accounting principles that have been discussed with management, including their ramifications, and the independent auditor's preferred treatment;

b) Significant new accounting practices and principles;

c) Significant management judgments and accounting estimates and their appropriateness;

d) Audit adjustments and unadjusted differences;

e) Disagreements with management;

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f) Other information in documents containing the financial statements;

g) Material written communications between the independent auditor or its firm and management, such as any management letter or schedule of unadjusted differences; and

h) Other matters from time to time specified in Statement of Accounting Standards No. 61 (or any successor standard thereto).

Such discussion shall occur prior to the issuance by the independent auditor of reports on or reviews of the financial statements.

10. Consider and make recommendations to the Board of Directors concerning major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditor or management.

11. Discuss the general contents of earnings press releases (including the use of "pro forma" or "adjusted" information that does not conform to Generally Accepted Accounting Principles), as well as financial information and earnings guidance provided to analysts and rating agencies.

PROCESS IMPROVEMENT

12. Periodically review (a) major issues regarding accounting principles and practices and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles and practices, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgment made in connection with the preparation of the financial statements, including analyses of the effects of application of alternative Generally Accepted Accounting Principles on the financial statements.

13. Regularly review with the independent auditor:

a) Any problems or difficulties encountered in the course of the audit work, including any restrictions or changes on the scope of the activities or access to requested information, and the Company's response;

b) Any significant disagreements with management;

c) Any material changes required by either management or the independent auditor in the planned scope of the outside or internal audit; and

d) The internal audit department responsibilities, budget and staffing.

14. Periodically, meet with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures,

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and to discuss guidelines and policies to govern the process by which risk assessment and management is undertaken.

15. Periodically, meet with management, the independent auditor, the director of internal audit and such other persons as they may from time to time select. Such meetings shall include, as appropriate, a review of any legal, regulatory or compliance matters (including any material reports or inquiries received from regulators or governmental agencies) or accounting initiatives that could have a significant impact on the Company's financial statements, including significant changes in accounting standards or rules as promulgated by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board or other regulatory authorities with relevant jurisdiction.

16. Periodically, but at least annually, meet separately with management, the internal auditing staff and the independent auditor.

17. Review any disclosure concerning the Audit Committee or its membership required to be included in the Company's Annual Report on Form 10-K, Quarterly Report on Form 10-Q or proxy statements under the rules of the SEC or AMEX.

APPROVAL OF AUDIT SERVICES

18. Approve all audit and non-audit services prior to the appointment or engagement of the independent auditor to provide such services to the Company, which approvals may be under policies and procedures set forth in advance by the Audit Committee.

19. The Audit Committee may delegate to one or more members the authority to grant the approvals required by the preceding paragraph. The decisions of any member to whom authority is delegated to approve an activity under this paragraph shall be presented to the full Audit Committee at its next regularly scheduled meeting.

20. Review the plan for and scope of the annual audit and any special audits.

21. Periodically review status reports on progress in accomplishing the plan for the annual audit and any special audits.

INTERNAL AUDIT FUNCTION

22. Review and approve the annual internal audit plan including the scope and timing of each internal audit activity.

23. Periodically meet with the director of internal audit to review the results of internal audits and the status of accomplishing the internal audit plan.

REPORTS OF THE AUDIT COMMITTEE

24. Prepare any reports required to be prepared by the Audit Committee under the rules of the SEC or the AMEX.

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25. The Audit Committee's policies and procedures for approvals of audit and non-audit services shall be disclosed in, or included with, the Company's annual proxy statement and annual report filed with the SEC.

V. OTHER DUTIES

26. Establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submissions by employees of the Company of concerns regarding questionable accounting or auditing matters.

27. The Audit Committee hereby establishes a policy that the Company may not hire employees or former employees of the independent auditor if their status as employees would cause the independent auditor to cease being independent under applicable SEC rules and regulations or the standards of the Public Company Accounting Oversight Board.

28. Report regularly to the Board of Directors. The Audit Committee shall discuss with the full Board of Directors any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditor, or the performance of the internal audit function.

29. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

30. Annually review the Audit Committee's own performance.

31. Perform any other activities consistent with this Charter, the Company's certificate of formation and the LLC Agreement and governing law as the Audit Committee or the Board of Directors deems necessary or appropriate.

VI. GENERAL PROVISIONS

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to prepare the Company's financial statements, to plan or conduct audits of those financial statements, or to determine that those financial statements are complete and accurate and in accordance with Generally Accepted Accounting Principles. This is the responsibility of the Company's management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations or to assure compliance with applicable laws and regulations.

The Audit Committee is by this Charter delegated the powers of the Board of Directors necessary to carry out its purposes, responsibilities and duties provided in this Charter or reasonably related to those purposes, responsibilities and duties.

The Audit Committee may form and delegate authority to subcommittees of one or more members when appropriate. Any subcommittee shall be subject to this Charter. The decisions of

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any subcommittees to which authority is delegated under this paragraph shall be presented to the full Audit Committee at its next regularly scheduled meeting.

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Exhibit 99.5

TRAVELCENTERS OF AMERICA LLC

CHARTER OF THE COMPENSATION COMMITTEE

Adopted January 12, 2007

I. PURPOSE

The primary purpose and function of the Compensation Committee (the "Committee") is to discharge the responsibilities of the Board of Directors (the "Board") of TravelCenters of America LLC (the "Company"), or to assist the Board in discharging its responsibilities related to: (i) the review and approval of the advisory, management and administrative service agreement(s) of the Company;
(ii) the evaluation of performance by the advisor, manager, and service provider under such advisory, management and administration agreement(s); (iii) the evaluation of the compensation paid under such advisory, management and administration agreement(s); (iv) the evaluation of services provided by individuals who serve as CEO, Treasurer, or any other executive officer of the Company; (v) the evaluation of compensation paid by the Company directly, if any, to any executive officer of the Company or to any employee of or service provider to the Company; (vi) the evaluation of the services provided by the person serving as the director of internal audit for the Company; (vii) the review of compensation of the person serving as the director of internal audit for the Company; and (viii) the approval, evaluation and administration of all equity compensation plans of the Company.

The Committee is also responsible for producing an annual report for inclusion in the Company's annual proxy statement in accordance with applicable rules and regulations.

II. COMPOSITION

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall meet the independence and experience requirements of the Rules of the American Stock Exchange, subject to applicable exceptions permitted thereunder, and any other applicable laws and regulations. In addition, all members of the Committee must qualify as "non-employee" directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and must meet the "outside director" requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

The members of the Committee shall be elected by the Board or an authorized committee thereof, and vacancies on the Committee shall be filled as provided in the Company's Amended and Restated Limited Liability Company Operating Agreement (the "LLC Agreement"). Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

III. RESPONSIBILITIES AND DUTIES

The following are activities of the Committee designed to promote the fulfillment of its functions as described in this Charter (these functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances):

1. The Committee shall annually review and approve the compensation of the CEO.

2. The Committee shall consult with the CEO with respect to the Committee's recommendation to the Board for approval of the compensation of all other officers of the Company.

3. The Committee shall annually review and make recommendations to the Board with respect to awards under the Company's incentive share award and stock option plans and any other incentive compensation plans and equity based plans and shall determine and approve any such awards to the CEO based on the evaluation referred to above.

4. The Committee shall annually evaluate the performance of the person serving as the director of internal audit for the Company and determine his (her) compensation.

5. The Committee shall annually (i) review, evaluate and approve any advisory, management and administrative service agreements of the Company, including without limitation, the Company's management and shared services agreement, (ii) evaluate the performance by any advisor, manager, and service provider under any such agreement, and
(iii) evaluate and approve the compensation paid under any such agreement.

6. The Committee shall not approve any new arrangement or material modification to any existing arrangement in which the Company, directly or indirectly, extends or maintains credit, arranges for the extension of credit or renews an extension of credit, in the form of a personal loan to any director or executive officer of the Company.

7. The Committee shall annually review and discuss with management a draft of the Company's Compensation Discussion and Analysis to be included in the Company's annual report on Form 10-K and annual proxy statement. In connection with such review, the Committee shall produce a report as required by Securities and Exchange Commission rules to be included in the annual proxy statement stating whether (i) the Committee has reviewed and discussed the Compensation Discussion and Analysis with management and (ii) based on the review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K and annual proxy statement.

8. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the performance of its duties and shall have sole authority to approve fees and other retention terms of any such consultant. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors in connection with its responsibilities and duties under this Charter.

9. The Committee shall make regular reports to the Board.

10. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

11. The Committee shall perform such other duties as the Board may assign to it from time to time.

IV. GENERAL PROVISIONS

It is expected that the Committee will meet at least one time a year or more frequently as the circumstances require. Meetings of the Committee shall be called and held, and the Committee may act by written consent in lieu of a meeting, as provided in the LLC Agreement.

The Committee is by this Charter delegated the powers of the Board necessary to carry out its purposes, responsibilities and duties provided in this Charter or reasonably related to those purposes, responsibilities and duties.

The Committee may form and delegate authority to subcommittees of one or more members when appropriate. Any subcommittee shall be subject to this Charter. The decisions of any subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.

Exhibit 99.6

TRAVELCENTERS OF AMERICA LLC

CHARTER OF THE NOMINATING AND
GOVERNANCE COMMITTEE

Adopted January 12, 2007

I. PURPOSE

The primary function of the Nominating and Governance Committee (the "Committee") is (1) to identify individuals qualified to become Board members of the Board of Directors (the "Board") of TravelCenters of America LLC (the "Company") consistent with criteria approved by the Board, and to select, or recommend that the Board select, the director nominees for each annual meeting of shareholders or when vacancies occur; (2) to develop and recommend to the Board a set of governance principles applicable to the Company and (3) to oversee the evaluation of the Board and management.

II. COMPOSITION

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall meet the independence and experience requirements of the Rules of the American Stock Exchange, subject to applicable exceptions permitted thereunder, and any other applicable laws and regulations.

The members of the Committee shall be elected by the Board and vacancies on the Committee shall be filled as provided in the Company's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

III. RESPONSIBILITIES AND DUTIES

The following are activities of the Committee designed to promote the fulfillment of its functions as described in this Charter (these functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances):

1. The Committee shall assist the Board in determining the desired experience, mix of skills and other criteria and qualities appropriate for Board membership.

2. The Committee shall actively seek individuals qualified to become members of the Board, consistent with criteria approved by the Board, and shall recommend director nominees for selection by the Board for nomination to fill expiring terms of directors of each annual meeting of shareholders. The Committee shall consider candidates for nominees as directors of the Company which are properly recommended by shareholders for nomination by the Board at a meeting of shareholders at which directors are to be elected as provided in the Company's Limited Liability Company Operating Agreement (as provided in paragraph 4 below).

3. If the Company is legally required by contract or otherwise to provide third parties with the ability to nominate and/or appoint directors (for example preferred share rights to elect directors upon failures to pay dividends as specified in the rights, preferences and privileges of such preferred shares, shareholder agreements or management agreements), the selection and nomination of such directors shall be subject to the Committee process described in paragraphs 1 and 2 above.

4. To be considered by the Committee a shareholder recommendation for a nominee must be made (i) by a shareholder or shareholders who are entitled under the Company's Limited Liability Operating Company Agreement and applicable state and federal laws to nominate such nominee at such meeting, and
(ii) by written notice to the Chair of the Committee and the Secretary of the Company given within the thirty (30) period ending on the last date on which shareholders may give a timely notice of nomination for such meeting under the LLC Agreement and applicable state and federal laws, which notice must be accompanied by the same information and documents with respect to such recommended nominee which such shareholder or shareholders would have been required to provide in order to nominate such nominee for election at such meeting in accordance with the LLC Agreement and applicable state and federal laws. In considering shareholder recommendations for nominees, the Committee may request additional information concerning the nominee or the applicable shareholder or shareholders. The foregoing applies only to recommendations. Actual nominations by shareholders or others, if and to the extent permitted, must be made in accordance with the Company's Limited Liability Company Operating Agreement and applicable state and federal laws.

5. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year. The Committee shall oversee the evaluation of the Board and, to the extent not overseen by the Company's Compensation Committee or another committee, the evaluation of Company management.

6. The Committee shall review and reassess the adequacy of the governance principles of the Company and recommend any proposed changes to the Board for approval.

7. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

8. The Committee shall make regular reports to the Board.

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9. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

10. The Committee shall perform such other duties as the Board may assign to it from time to time.

IV. GENERAL PROVISIONS

It is expected that the Committee will meet at least once a year or more frequently as the circumstances require. Meetings of the Committee shall be called and held, and the Committee may act by written consent in lieu of a meeting, as provided in the LLC Agreement.

The Committee is by this Charter delegated the powers of the Board necessary to carry out its purposes, responsibilities and duties provided in this Charter or reasonably related to those purposes, responsibilities and duties.

The Committee may form and delegate authority to subcommittees of one or more members when appropriate. Any subcommittee shall be subject to this Charter. The decisions of any subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.

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