UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2007 (May 29, 2007)

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-11527		04-3262075
(Commission File Number)		(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts		02458
(Address of Principal Executive Offices)		(Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In this Current Report on Form 8-K, and unless the context otherwise requires, the terms ‘‘we,’’ ‘‘our’’ and ‘‘us’’ refer to Hospitality Properties Trust and its consolidated subsidiaries; and the term “TA” refers to TravelCenters of America LLC and its consolidated subsidiaries.

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Item 8.01. Other Items.

A. The Petro Transactions

On May 30, 2007 we acquired Petro Stopping Centers Holdings, L.P., or Petro Holdings, pursuant to a Purchase Agreement, dated May 30, 2007, among us, Petro Holdings, and the partners of Petro Holdings, or the Purchase Agreement. The Purchase Agreement required us to pay approximately $630,000,000 for Petro Holdings. We also agreed to pay certain costs of this transaction associated with defeasance and prepayment of debt secured by certain of the Petro properties plus customary closing costs. We estimate that these costs may be approximately $25,000,000. The purchase price was funded with borrowings under our revolving credit facility, as further described in Item 2.03 below. As a result of the acquisition, Petro Holdings is now our wholly owned subsidiary.

In a separate transaction, on May 30, 2007 , TA acquired Petro Stopping Centers L.P., or Petro, pursuant to a purchase agreement dated May 30, 2007, among TA, Petro, Petro Holdings and the partners of Petro Holdings. Petro is now a wholly owned subsidiary of TA.

A copy of the Purchase Agreement is filed as an exhibit to this Current Report on Form 8-K . If you want more information about the Purchase Agreement, you should read the entire Purchase Agreement. You should note, however, that the Purchase Agreement is not intended as a document for investors to obtain factual information about Petro Holdings, Petro, us or any other party. For that information you should refer to the information contained in this Current Report on Form 8-K or other filings we make under the Securities Exchange Act of 1934, as amended. Representations or statements of facts in the Purchase Agreement may be qualified by schedules or materiality modifiers. Representations or statements of facts contained in the Purchase Agreement are not, and should not be construed as, representations by us to any investor or potential investor.

B. The Petro Business

Petro operates and franchises 69 travel centers geographically diversified in 33 states primarily along the U.S. interstate highway system. Petro’s customers include long haul trucking fleets and their drivers, independent truck drivers and motorists.

The average Petro facility offers fuel and non-fuel products and services and contains:

· over 25 acres of land with parking for over 250 tractor trailers and 140 cars;

· a 190 seat full service restaurant;

· a truck repair facility and parts store;

· multiple diesel and gasoline fueling points; and

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

Following is a list of 40 Petro travel centers we acquired and leased to TA.

Location of Properties		Number of Travel Centers
Alabama		1
Arizona		2
Arkansas		2
California		1
Florida		1
Georgia		2
Illinois		1
Indiana		1
Kentucky		1
Louisiana		3
Missouri		1
Nebraska		1
Nevada		2
New Jersey		1
New Mexico		1
New York		1
North Carolina		1
Ohio		4
Oklahoma		1
Oregon		1
Pennsylvania		1
Tennessee		2
Texas		6
Washington		1
Wyoming		1

Total		40

C. Our Petro Lease with TA

Lease

Our lease agreement with TA for 40 Petro travel centers became effective on May 30, 2007. The tenant under the lease is Petro, and TravelCenters of America LLC has guaranteed Petro’s lease obligations. The following is a summary of material terms of this lease.

Minimum Rent. The lease requires TA to pay minimum annual rent of $62,225,000. Minimum rent may increase if we fund or reimburse the cost of renovations, improvements and equipment related to the leased travel centers as described below.

Percentage Rent . Starting in 2013, the lease requires TA to pay us additional rent with respect to each lease year 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 Petro leased travel center over 2012 amounts. Percentage rent attributable to fuel sales is subject to a maximum each year generally calculated by reference to changes in the consumer price index.

Operating Costs . The lease is a “triple net” lease, which requires TA to pay all costs incurred in the operation of the leased travel centers, including utilities, insurance, real estate and personal property taxes and certain ground lease payments, if any.

Maintenance and Alterations. TA is required to maintain, at its sole expense, the Petro leased travel centers in good order and repair, including structural and non-structural components, except for certain capital expenditures for which we decline to provide required funds following a request from TA. TA may request that we fund amounts for renovations, improvements and equipment at the Petro leased travel centers, in return for minimum annual rent increases according to a formula; generally, the amount we fund times the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.

Term. The term of the Petro lease expires on June 30, 2024, subject to extension by TA for up to two additional periods of fifteen years each generally on all of the prior terms and conditions.

D. Supplemental Federal Income Tax Considerations

The following summary supplements and updates the more detailed description of the federal income tax considerations contained in the section of our Annual Report on Form 10-K for the year ended December 31, 2006, or our Annual Report, captioned “Federal Income Tax Considerations”. Subject to the qualifications and assumptions contained in its opinion, Sullivan & Worcester LLP, Boston, Massachusetts, has rendered a legal opinion that the discussion in our Annual Report captioned “Federal Income Tax Considerations”, as supplemented by this section, is accurate in all material respects and fairly summarizes the federal income tax considerations discussed therein and in this section, and the opinions of counsel referred to therein and in this section represent Sullivan & Worcester LLP’s opinions on those subjects.

We have received opinions from our counsel Sullivan & Worcester LLP that (i) our underground storage tanks should constitute real estate assets, rather than personal property, for purposes of the various real estate investment trust, or REIT, qualification tests described in our Annual Report, and (ii) with respect to each of our leases with TA, although the matter is not free from doubt, for purposes of applying the 15% incidental personal property test described in our Annual Report, 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 each such lease on a lease by lease basis, rather than on a site by site basis. If the Internal Revenue Service or a court determines that one or both of these opinions is incorrect, then a portion of the rental income we receive from TA could be nonqualifying income for purposes of the 75% and 95% gross income tests, possibly jeopardizing our compliance with the 95% gross income test, all as described in our Annual Report. Under those circumstances, however, we expect we would qualify for the gross income tests’ relief provision described in our Annual Report, and thereby preserve our qualification as a REIT. If the relief provision were to apply to us, we would be subject to tax at a 100% rate on the amount by which we failed the 95% gross income test, with

adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year; however, in a typical taxable year, we have little or no nonqualifying income from other sources and thus would expect to owe little tax in such circumstances.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

We borrowed approximately $655,000,000 on May 29, 2007 and May 30, 2007 under our $750,000,000 revolving credit facility with a group of institutional lenders. The maturity date of our revolving credit facility is October 24, 2010. The annual interest rate payable for drawn amounts under the facility is LIBOR plus 55 basis points, subject to adjustments based on changes in our credit ratings (5.87% per annum at June 1, 2007). Borrowings under our revolving credit facility are unsecured. Funds may be drawn, repaid and redrawn at any time until maturity, and no principal repayment is due until maturity.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.

THESE FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING OUR INTENT, BELIEF OR EXPECTATION, OR THE INTENT, BELIEF OR EXPECTATION OF OUR TRUSTEES AND OFFICERS, SUCH AS WITH RESPECT TO OUR EXPECTATION THAT WE WILL RECEIVE CERTAIN MINIMUM RENT FROM OUR PETRO LEASE WITH TA. TA MAY BECOME UNABLE TO PAY ITS CONTRACTUAL RENT OBLIGATIONS BECAUSE THE LEASED PROPERTIES DO NOT PRODUCE THE EXPECTED INCOME OR FOR OTHER REASONS.

THESE UNEXPECTED RESULTS COULD OCCUR FOR MANY DIFFERENT REASONS, SOME OF WHICH, SUCH AS NATURAL DISASTERS, TERRORIST ATTACKS OR CHANGES IN OUR MANAGERS’ OR TENANTS’ COSTS OR REVENUES OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY, ARE BEYOND OUR CONTROL.

OTHER RISKS MAY ADVERSELY IMPACT US, AS DESCRIBED MORE FULLY IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 UNDER “ITEM 1A. RISK FACTORS.”

FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Summary Financial Information of TravelCenters of America LLC

The following table presents summary audited financial information for TravelCenters of America, Inc., or TravelCenters, the predecessor of TA, for its fiscal years ended December 31, 2006, 2005 and 2004, as reported in TA’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and summary unaudited financial information for TA for the two months ended March 31, 2007 and TravelCenters for the month ended January 31, 2007, as reported in TA’s Quarterly Report on Form 10-Q for the three months ended March 31, 2007. On September 15, 2006, we agreed to acquire TravelCenters, as more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on December 12, 2006. On January 31, 2007, we completed our acquisition of TravelCenters. Upon completion of the acquisition, we restructured the business of TravelCenters and distributed all of the common shares of our former subsidiary, TA, to our shareholders in a spin off transaction. Our acquisition, related restructuring and spin off of TA caused the assets, liabilities, financial position, results of operations and cash flows of TA to be materially different than those of its predecessor, TravelCenters. As noted above, TA has guaranteed Petro’s lease obligations under its “triple net” lease with us.

Summary Financial Information of TravelCenters of America LLC and
TravelCenters of America, Inc.

(in thousands)

	TA			TravelCenters
	As of or for the two months ended March 31,			For the month ended January 31,			As of or for the year ended December 31,
	2007			2007			2006		2005			2004
Total revenues	$	736,670		$	352,682		$	4,783,514	$	4,075,296		$	2,677,864
Net (loss) income	(11,029		)	(22,048		)	31,033		(2,095		)	14,862
Total assets	688,604			—			995,592		939,704			897,729
Total long term debt (net of unamortized discount)	—			—			688,734		675,638			682,892
Total stockholders’ equity	322,214			—			89,277		47,307			39,717

References in this report to the Annual Report on Form 10-K and Quarterly Report on Form 10-Q for TA are included as textual references only, and the information in such reports is not incorporated by reference into this report.

(b) Pro Forma Financial Information

INDEX TO FINANCIAL STATEMENTS

		Page
Hospitality Properties Trust Unaudited Pro Forma Consolidated Financial Statements
Introduction to Unaudited Pro Forma Consolidated Financial Statements		F-1
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2007		F-3
Unaudited Pro Forma Consolidated Statement of Income for the year ended December 31, 2006		F-4
Unaudited Pro Forma Consolidated Statement of Income for the three months ended March 31, 2007		F-5
Notes to Unaudited Pro Forma Consolidated Financial Statements		F-6

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description

2.1		Purchase Agreement, dated May 30, 2007, among Hospitality Properties Trust, Petro Stopping Centers Holdings, L.P. and the partners of Petro Stopping Centers Holdings, L.P.

8.1		Opinion of Sullivan & Worcester LLP as to tax matters.

10.1		Lease Agreement, dated as of May 30, 2007, by and among HPT PSC Properties Trust and HPT Properties PSC Properties LLC, as Landlord, and Petro Stopping Centers, L.P., as Tenant

10.2		Guaranty Agreement, dated as of May 30, 2007, made by TravelCenters of America LLC, as Guarantor, for the benefit of the Landlord under the Lease Agreement

23.1		Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOSPITALITY PROPERTIES TRUST


	By:	/s/ Mark L. Kleifges
		Mark L. Kleifges
		Treasurer and Chief Financial Officer

Dated: June 4, 2007

Hospitality Properties Trust

Introduction to Unaudited Pro Forma Consolidated Financial Statements

(dollars in thousands)

On September 15, 2006, Hospitality Properties Trust (hereinafter referred to as “HPT”, “we”, “our” or “us”), agreed to acquire TravelCenters of America, Inc., or TravelCenters, as more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on December 12, 2006, or the TravelCenters Current Report. On January 31, 2007, we completed our acquisition of TravelCenters. Upon completion of the acquisition, we restructured the business of TravelCenters and distributed all of the common shares of our former subsidiary, TravelCenters of America LLC, or TA, to our shareholders in a spin off transaction. The book value of this distribution was $337,250. The acquisition of TravelCenters, the restructuring of the TravelCenters business and the spin off transaction are collectively referred to herein as the TA Transactions.

As a part of the restructuring of TravelCenters which occurred in connection with the TA Transactions, on January 31, 2007:

· TravelCenters became a subsidiary of our subsidiary, TA;

· certain real property interests of 146 travel centers that were operated by TravelCenters and all trademarks, tradenames and certain other assets used in connection with the travel center business with an estimated total value of $1,697,221 were transferred to subsidiaries of ours that were not owned by TA;

· TA became the owner of all of the working capital of TravelCenters, including current assets (primarily consisting of cash, receivables and inventory) and current liabilities (primarily consisting of trade payables and accrued liabilities);

· we contributed cash of $121,166 to TA so that the sum of its current assets, net of current liabilities, was $200,000;

· TA became the owner of one travel center in Ontario, Canada, the operator of two travel centers leased from owners other than us, the manager of one travel center for an owner other than us, the franchisor of 13 travel centers owned and operated by third parties and the owner of certain other assets historically owned and used by TravelCenters;

· we entered into a lease of the 146 travel centers we acquired and certain related assets to TA; and

· TA commenced operating the travel center business formerly conducted by TravelCenters.

On May 30, 2007, we acquired 40 travel centers located in 25 states, or the Petro Centers, for $630,000 plus closing costs. As more thoroughly described in this Current Report on Form 8-K, simultaneously with this acquisition, the Petro Centers were leased to TA for an initial rent of approximately $62,225 per annum.

The unaudited pro forma consolidated balance sheet as of March 31, 2007, presents our financial position as if the acquisition of the Petro Centers had been completed as of March 31, 2007.

The unaudited pro forma consolidated statements of income for the year ended December 31, 2006 and March 31, 2007, present our results of operations as if (i) our December 2006 offering of common shares and related January 2007 overallotment exercise; (ii) our February 2007 offering of common shares and related overallotment exercise; (iii) our February 2007 offering of preferred shares and related overallotment exercise; (iv) our March 2007 offering of convertible notes and related overallotment exercise; (v) our March 2007 offering of senior notes, all as more fully described in the notes appearing below, (vi) the acquisition of TravelCenters, the restructuring of the TravelCenters business and the spin off of TA, (vii) the acquisition of the Petro Centers, (viii) the financing of the

F- 1

Hospitality Properties Trust

Introduction to Unaudited Pro Forma Consolidated Financial Statements

(dollars in thousands)

Petro Centers with borrowings under our revolving credit facility, and (ix) the commencement of the leases with TA for the aggregate 186 travel centers all had been completed as of January 1, 2006.

These unaudited pro forma consolidated financial statements are based in part upon our historical financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2006, and our Quarterly Report on Form 10-Q for the three months ended March 31, 2007, filed with the SEC and should be read in conjunction with those financial statements and the notes thereto.

The allocation of the purchase price of the Petro Centers as reflected in these unaudited pro forma consolidated financial statements has been based upon preliminary estimates. A final determination of the purchase price allocation will be based upon the report of an independent valuation specialist. Consequently, amounts preliminarily allocated in these pro forma financial statements could change significantly.

The acquisition of the Petro Centers was financed with borrowings under our revolving credit facility as reflected in these unaudited pro forma consolidated financial statements. We anticipate financing the acquisition of the Petro Centers on a long term basis through the issuance of both equity and debt securities. These unaudited pro forma consolidated financial statements are provided for informational purposes only and upon completion of the planned long term financing of the Petro Centers our financial position and results of our operations will be significantly different than what is presented in these unaudited pro forma 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 unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements are not necessarily indicative of what our actual financial position or results of operations would have been as of the date or for the periods indicated, nor does it represent our financial position or results of operations for any future date or period.

F- 2

Hospitality Properties Trust
Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2007
(dollars in thousands)

	Hospitality Properties Trust Historical			Petro Centers Acquisition Adjustments			Pro Forma
	A

ASSETS
Real estate properties, at cost:
Land	$	1,170,301		$	250,439	B	$	1,420,740
Buildings, improvements and equipment	4,419,896			404,561		B	4,824,457
	5,590,197			655,000			6,245,197

Accumulated depreciation	(734,169		)	—			(734,169		)
	4,856,028			655,000			5,511,028

Cash and cash equivalents	27,751			—			27,751
Restricted cash (FF&E reserve escrow)	32,444			—			32,444
Other assets, net	228,957			—			228,957

	$	5,145,180		$	655,000		$	5,800,180

LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving bank credit facility	$	16,000		$	655,000	C	$	671,000
Senior notes, net of discounts	1,495,149			—			1,495,149
Convertible notes	575,000			—			575,000
Mortgage payable	3,682			—			3,682
Security deposits	185,366			—			185,366
Accounts payable and other liabilities	126,832			—			126,832
Due to affiliate	2,702			—			2,702
Dividends payable	4,383			—			4,383
Total liabilities	2,409,114			655,000			3,064,114

Commitments and contingencies

Shareholders’ equity:
Preferred shares of beneficial interest	390,315			—			390,315
Common shares of beneficial interest	939			—			939
Additional paid-in capital	3,048,549			—			3,048,549
Cumulative net income	1,423,483			—			1,423,483
Cumulative preferred distributions	(71,351		)	—			(71,351		)
Cumulative common distributions	(2,055,869		)	—			(2,055,869		)
Total shareholders’ equity	2,736,066			—			2,736,066

	$	5,145,180		$	655,000		$	5,800,180

F- 3

Hospitality Properties Trust
Unaudited Pro Forma Consolidated Statement of Income

For the year ended December 31, 2006
(in thousands, except per share data)

				TravelCenters of America, Inc. Acquisition Adjustments
	Hospitality Properties Trust Historical			TravelCenters of America, Inc. Historical			Merger, Restructuring and Spin Off				Petro Centers Acquisition Adjustments				Pro Forma
	A			D
Revenues:
Hotel operating revenues	$	879,324		$	—		$	—			$	—			$	879,324
Rental income	137,118			—			170,696			E	62,225			L	370,039
FF&E reserve income	20,299			—			—				—				20,299
TA operating revenues	—			4,783,514			(4,783,514		)	F	—				—
Interest income	2,674			—			—				—				2,674

Total revenues	1,039,415			4,783,514			(4,612,818		)		62,225				1,272,336

Expenses:
Hotel operating expenses	618,334			—			—				—				618,334
TA operating expenses	—			4,539,312			(4,539,312		)	F	—				—
Interest	81,451			46,232			(6,555		)	G	38,983			M	160,111
Depreciation and amortization	144,404			71,856			(18,228		)	H	22,172			N	220,204
General and administrative	26,187			61,347			(52,851		)	I	3,275			O	37,958
Other, net	—			15,457			(15,457		)	F	—				—

Total expenses	870,376			4,734,204			(4,632,403		)		64,430				1,036,607

Income (loss) before income taxes	169,039			49,310			19,585				(2,205		)		235,729
Income taxes	—			(18,277		)	18,277			F	—				—

Net income (loss)	169,039			31,033			37,862				(2,205		)		235,729
Preferred distributions	(7,656		)	—			(22,225		)	J	—				(29,881		)

Net income (loss) available for common shareholders	$	161,383		$	31,033		$	15,637			$	(2,205	)		$	205,848

Common shares outstanding	73,279						19,221			K					92,500

Basic and diluted earnings per common share:
Net income available for common shareholders	$	2.20													$	2.23

F- 4

Hospitality Properties Trust
Unaudited Pro Forma Consolidated Statement of Income

For the three months ended March 31, 2007
(in thousands, except per share data)

				TravelCenters of America, Inc. Acquisition Adjustments
	Hospitality Properties Trust Historical			TravelCenters of America, Inc. Historical			Merger, Restructuring and Spin Off				Petro Centers Acquisition Adjustments				Pro Forma
	A			P
Revenues:
Hotel operating revenues	$	224,471		$	—		$	—			$	—			$	224,471
Rental income	61,600			—			14,225			E	15,556			L	91,381
FF&E reserve income	5,439			—			—				—				5,439
TA operating revenues	—			352,682			(352,682		)	F	—				—
Interest income	3,148			—			—				—				3,148

Total revenues	294,658			352,682			(338,457		)		15,556				324,439

Expenses:
Hotel operating expenses	160,398			—			—				—				160,398
TA operating expenses	—			334,265			(334,265		)	F	—				—
Interest	30,655			4,214			(3,681		)	G	9,612			M	40,800
Depreciation and amortization	49,071			5,810			(3,243		)	H	5,543			N	57,181
General and administrative	8,451			8,892			(8,195		)	I	808			O	9,956
TA spin off costs	2,711			—			(2,711		)	Q	—				—
Other, net	—			62,019			(62,019		)	F	—				—

Total expenses	251,286			415,200			(414,114		)		15,963				268,335

Income (loss) before income taxes	43,372			(62,518		)	75,657				(407		)		56,104
Income taxes	—			40,470			(40,470		)	F	—				—

Net income (loss)	43,372			(22,048		)	35,187				(407		)		56,104
Preferred distributions	(4,359		)	—			(3,110		)	J	—				(7,469		)

Net income (loss) available for common shareholders	$	39,013		$	(22,048	)	$	32,077			$	(407	)		$	48,635

Common shares outstanding	90,760						3,077			K					93,837

Basic and diluted earnings per common share:
Net income available for common shareholders	$	0.43													$	0.52

F- 5

Hospitality Properties Trust
Notes to Unaudited Pro Forma Consolidated Financial Statements
(dollars in thousands)

A. Represents the historical financial statements of HPT.

B. Represents adjustments to record the acquisition of the 40 Petro Centers for a total cost of $655,000 based upon a preliminary allocation of the purchase price.

C. Represents borrowings on HPT’s $750,000 revolving credit facility to fund the $630,000 purchase price of the Petro Centers and the payment of $25,000 of related closing costs. Note that HPT anticipates financing the acquisition of the Petro Centers on a long term basis through the issuance of both equity and debt securities. These unaudited pro forma consolidated financial statements are provided for informational purposes only and, upon completion of the long term financing for the acquisition, the financial position and results of operations of HPT will be significantly different than what is presented in these unaudited pro forma consolidated financial statements.

D. Represents the historical financial statements of TravelCenters for the twelve months ended December 31, 2006.

E. After completion of the spin off HPT began to lease the TravelCenters real estate to TA under the terms of a long term lease as more fully described elsewhere in the TravelCenters Current Report. The terms of the lease require TA to make minimum rent payments that have scheduled increases during the term. The adjustments to rental income are calculated as follows:

	Year Ended December 31, 2006		Three Months Ended March 31, 2007
Minimum rent (cash)	$	153,500	$	12,792
Required straight line adjustment	17,196		1,433

	$	170,696	$	14,225

F. Represents elimination of the historical operating results of the TravelCenters business transferred to TA in the spin off.

G. Represents the elimination of TravelCenters’ historical interest expense and HPT’s historical interest expense from borrowings under the bridge acquisition facility used initially to fund the TA Transactions and the recognition of interest expense to reflect the effect of HPT’s March 2007 issuance of $575,000 of 3.8% convertible senior notes due 2027 and March 2007 issuance of $300,000 of 5.625% senior notes due 2017. In connection with HPT’s acquisition, all of TravelCenters’ debt was extinguished.

	Year Ended December 31, 2006			Three Months Ended March 31, 2007
Elimination of TravelCenters’ historical interest expense	$	(46,232	)	$	(4,214	)
Elimination of HPT’s historical interest expense	—			(6,996		)
Addition of interest on HPT’s 3.8% convertible senior notes	21,850			4,061
Addition of interest on HPT’s 5.625% senior notes	16,875			3,328
Addition of amortization of deferred finance fees and discount	952			140

	$	(6,555	)	$	(3,681	)

F- 6

Hospitality Properties Trust
Notes to Unaudited Pro Forma Consolidated Financial Statements
(dollars in thousands)

H. Represents the elimination of TravelCenters’ historical depreciation and amortization expense and the recognition of depreciation and amortization expense of the TravelCenters real estate and intangible assets retained by HPT. Depreciation and amortization expense is calculated on a straight line basis over the estimated useful lives of the buildings, improvements and equipment and intangible assets of 7 to 40 years.

	Year Ended December 31, 2006			Three Months Ended March 31, 2007
Elimination of historical depreciation and amortization expense	$	(71,856	)	$	(5,810	)
Addition of depreciation and amortization expense	53,628			2,567

	$	(18,228	)	$	(3,243	)

I. Represents the elimination of historical general and administrative expense of the TravelCenters business transferred to TA and the expected increase in HPT’s general and administrative expense under its management contract as a result of the acquisition of TravelCenters.

	Year Ended December 31, 2006			Three Months Ended March 31, 2007
Elimination of historical general and administrative expense	$	(61,347	)	$	(8,892	)
Addition of general and administrative expense	8,496			697

	$	(52,851	)	$	(8,195	)

J. Represents the effect of HPT’s issuance of 12,000,000 and 700,000 7% Series C cumulative redeemable preferred shares on February 21, 2007 and February 28, 2007, respectively.

K. Represents the effect of HPT’s issuance of 12,000,000, 1,800,000, 5,000,000 and 750,000 common shares on December 18, 2006, January 5, 2007, February 16, 2007 and February 23, 2007, respectively.

L. Simultaneously with the acquisition of the Petro Centers, HPT entered into a long term lease agreement with TA as more fully described in this Current Report on Form 8-K. Under the terms of the lease, TA is initially required to pay HPT rent of $62,225 per annum (or $5,185 per month).

M. Represents the effect on interest expense of HPT borrowing $655,000 under its revolving credit facility to fund the acquisition of the Petro Centers (5.87% per annum at June 1, 2007).

N. Represents the recognition of depreciation and amortization expense of the Petro Centers real estate acquired by HPT. Depreciation and amortization expense is calculated on a straight line basis over the estimated useful lives of the buildings, improvements and equipment of 7 to 40 years.

O. Represents the expected increase in HPT’s general and administrative expense under its management contract as a result of the acquisition of the Petro Centers.

P. Represents the historical financial statements of TravelCenters for the period January 1, 2007 to January 31, 2007 (date of acquisition).

Q. Represents elimination of non-recurring costs associated with the spin off of TA.

F- 7

Exhibit 2.1

EXECUTION DRAFT

PURCHASE AGREEMENT

among

Hospitality Properties Trust

and

Petro Stopping Centers Holdings, L.P.

and

the Partners of

Petro Stopping Centers Holdings, L.P.

May 30 , 2007

TABLE OF CONTENTS

		PAGE

ARTICLE I DEFINITIONS		1
Section 1.01	Certain Definitions.	1

ARTICLE II PURCHASE AND SALE		8
Section 2.01	Purchase and Sale.	8
Section 2.02	Purchase Price	9
Section 2.03	Escrow Agreement and Escrow Fund.	10
Section 2.04	Tax Withholding.	10

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
Section 3.01	Organization; Business of the Company.	11
Section 3.02	Subsidiaries.	12
Section 3.03	Capitalization.	12
Section 3.04	Authorization.	13
Section 3.05	No Violation.	13
Section 3.06	Approvals.	14
Section 3.07	Financial Statements.	14
Section 3.08	Absence of Certain Transactions.	15
Section 3.09	Taxes.	15
Section 3.10	Litigation.	18
Section 3.11	Environmental Matters.	18
Section 3.12	Title to Property.	19
Section 3.13	Personal Property.	19
Section 3.14	Contracts.	20
Section 3.15	Employee and Labor Matters and Plans.	20
Section 3.16	Insurance Policies.	21
Section 3.17	Compliance with Laws.	21
Section 3.18	Brokerage Fees.	21
Section 3.19	Certain Payments.	21
Section 3.20	No Other Representations or Warranties.	22

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS		22
Section 4.01	Organization; Business of the Company.	22
Section 4.02	Ownership of Company Interests.	22
Section 4.03	Authorization.	22
Section 4.04	No Violation.	23
Section 4.05	Approvals.	23
Section 4.06	U.S. Person.	23

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER		24
Section 5.01	Organization.	24
Section 5.02	Authorization.	24
Section 5.03	No Violation.	24
Section 5.04	Approvals.	25
Section 5.05	Litigation.	25
Section 5.06	Available Funds.	25
Section 5.07	Brokerage Fees.	25
Section 5.08	No Other Representations or Warranties.	25

ARTICLE VI COVENANTS		25
Section 6.01	Interim Operations of the Company.	25
Section 6.02	Access to Information.	28
Section 6.03	Consents and Approvals.	28
Section 6.04	Publicity.	29
Section 6.05	Notification of Certain Matters.	29
Section 6.06	Directors’ and Officers’ Indemnification.	30
Section 6.07	Additional Agreements.	30
Section 6.08	No Solicitation or Negotiation.	30
Section 6.09	Repayment/Repurchase of Outstanding Indebtedness.	31
Section 6.10	No Control of Other Party’s Business.	32
Section 6.11	Additional Financial Statements.	32
Section 6.12	Transfers of Assets.	33
Section 6.13	Real Property Matters.	33
Section 6.14	Conduct of Business of Purchaser.	33
Section 6.15	Section 1445 Certifications and IRS Form W-9.	34
Section 6.16	Tax Sharing Agreements.	34

ARTICLE VII CONDITIONS		34
Section 7.01	Conditions to the Obligations of All Parties.	34
Section 7.02	Conditions to the Obligations of Purchaser.	34
Section 7.03	Conditions to the Obligations of Sellers.	35

ARTICLE VIII CLOSING; TERMINATION		36
Section 8.01	Closing.	36
Section 8.02	Termination.	36
Section 8.03	Effect of Termination.	37

ARTICLE IX INDEMNIFICATION		37
Section 9.01	Survival.	37
Section 9.02	Indemnification by a Purchaser.	38
Section 9.03	Indemnification by Sellers.	38
Section 9.04	Exclusive Remedy.	39
Section 9.05	Limitations on Indemnification Payments to Seller Indemnitees.	39
Section 9.06	Limitations on Indemnification Payments to Purchaser Indemnitees.	39
Section 9.07	Procedures.	40

Section 9.08	Opportunity to Defend Third Party Claims.	41
Section 9.09	Exercise of Remedies by Indemnitees.	42
Section 9.10	Adjustment to Purchase Price.	42

ARTICLE X RELEASES		42
Section 10.01	Releases by Purchaser and the Company.	42
Section 10.02	Releases by Sellers.	43

ARTICLE XI TAX MATTERS		43
Section 11.01	Tax Treatment.	43
Section 11.02	Tax Returns.	44
Section 11.03	Post-Closing Audits.	44
Section 11.04	Transfer Taxes.	46
Section 11.05	Tax Cooperation.	46
Section 11.06	Conflicts.	47

ARTICLE XII GENERAL PROVISIONS		47
Section 12.01	Costs and Expenses.	47
Section 12.02	Notices.	47
Section 12.03	Sellers Representative.	49
Section 12.04	Counterparts.	50
Section 12.05	Entire Agreement.	50
Section 12.06	Governing Law; Exclusive Jurisdiction.	50
Section 12.07	Third Party Rights; Assignment.	51
Section 12.08	Waivers and Amendments.	51
Section 12.09	Schedules.	51
Section 12.10	Bulk Transfer Laws	51
Section 12.11	Enforcement.	52
Section 12.12	Headings; Interpretation.	52
Section 12.13	Nonliability of Trustees.	52

EXHIBITS A AND B, ANNEX 1 AND SCHEDULES 1.01(a), 1.01(b) AND 1.01(c) HAVE BEEN OMITTED AND WILL BE SUPPLEMENTARILY FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

Exhibits

Exhibit A –Form of Assignment of Partnership Interest

Exhibit B – Form of Escrow Agreement

Annexes

Annex 1 – Sellers

Schedules

Schedule 1.01(a)	Sellers “knowledge” Individuals
Schedule 1.01(b)	Purchaser “knowledge” Individuals
Schedule 1.01(c)	Additional Permitted Liens

2014 Indenture		1
2014 Notes		1
2014 Prepayment Loan		31
Additional Financial Statements		32
Affiliate		2
Agreement		1
Applicable Sellers		8
Audit		44
Balance Sheet Date		14
Business Day		2
Cardwell Group		2
Cardwell Payment		2
Closing		36
Closing Date		36
COBRA		21
Code		2
Company		1
Company Balance Sheet		14
Company Disclosure Letter		11
Company Interests		1
Company Material Adverse Effect		2
Company Options		12
Company Subsidiary		2
Confidentiality Agreement		28
Covenant Defeasance Loan		32
Covered Parties		30
Covered Party		30
Credit Facility		2
Credit Facility Agent		3
Credit Facility Lenders		3
Credit Facility Loan		31
Debt Restructuring Costs		3
Declaration		52
Employee Plan		20
End Date		36
Environmental Law		3
Environmental Permit		3
ERISA		3
ERISA Affiliate		3
Escrow Agent		10

Escrow Agreement		10
Escrow Amount		10
Escrow Fund		10
Exchange Act		3
Financial Statements		14
GAAP		3
Governmental Entity		3
Hazardous Materials		4
HPT Reimbursable Costs		10
Income Taxes		4
Indebtedness		4
Indemnifying Party		41
Insurance Policies		21
Intercompany Indebtedness		4
IRS		4
Judgment		4
knowledge		4
KPMG		32
Law		5
Liabilities		5
Lien		5
LLC Subsidiary		5
Losses		38
Material Contracts		20
Operating Company		1
Operating Company Indenture		5
Operating Company Notes		5
Organizational Documents		5
Partnership Tax Returns		5
Payment Shortfall		10
Permits		5
Permitted Lien		5
Permitted Operations		26
Person		6
Petro Financial		11
Petro GP		11
Petro Warrant Agreement		6
Petro Warrants		6
Pre-Closing Tax Period		6
Proceeding		6
Purchase Price		9
Purchaser		1
Purchaser Claim		40
Purchaser Claims Notice		40
Purchaser Indemnitees		38
Purchaser/Company Released Claims		42
Purchaser/Company Releasees		42
Purchaser/Company Releasors		42
Purchasers Deductible Amount		40
Real Property Agreement		7
Reimbursable Costs		7
REIT Subsidiary		7
Requisite Regulatory Approvals		7
Reserve Fund		8
Reserve Fund Account		50
SEC Reports		7
Seller Claim		40
Seller Claims Notice		40
Seller Indemnitees		38
Seller Released Claims		43
Seller Releasees		43
Seller Releasors		43
Sellers		1
Sellers Deductible Amount		39
Sellers Representative		49
Special Purpose Subsidiary		7
Subsidiary		7
Tax Return		7
Taxes		7
TCA		1
TCA Adjustment		10
TCA Purchase Agreement		1
Transfer Taxes		46
Transferred Leased Property		8
Transferred Owned Property		8
TSP		8

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (the “ Agreement ”), dated May 30, 2007, among Hospitality Properties Trust, a Maryland real estate investment trust (“ Purchaser ”), Petro Stopping Centers Holdings, L.P., a Delaware limited partnership (the “ Company ”), and the partners of the Company identified on Annex 1 (the “ Sellers ”).

WHEREAS , Sellers own all of the limited and general partnership interests of the Company (the “ Company Interests ”); and

WHEREAS , Sellers desire to sell, and Purchaser desires to purchase, all of the Company Interests upon the terms and subject to the conditions set forth herein; and

WHEREAS , the Company, contemporaneously with the execution of this Agreement, is entering into a Purchase Agreement (“ TCA Purchase Agreement ”) with TravelCenters of America LLC (“ TCA ”), a Delaware limited liability company, and the other partners of Petro Stopping Centers, L.P. (the “ Operating Company ”) pursuant to which the Company and the other partners of the Operating Company will sell, and TCA will purchase, all of the limited and general partnership interests of the Operating Company on the Closing Date (hereafter defined) upon the terms and subject to the conditions set forth in the TCA Purchase Agreement;

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements of the parties hereto contained herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and subject to the satisfaction or waiver of the conditions hereof, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions .

Certain terms used in this Agreement and the Schedules hereto are defined as follows:

“ 2014 Indenture ” shall mean that certain Indenture, dated as of February 9, 2004, by and among the Company, Petro Financial and The Bank of New York, as Trustee, as amended.

“ 2014 Notes ” shall mean the Senior Third Secured Notes due 2014 issued pursuant to the 2014 Indenture.

“ Affiliate ” of a Person shall mean another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“ Business Day ” shall mean any day, other than Saturday, Sunday or a day on which banking institutions in the City of New York are generally closed.

“ Cardwell Group ” shall mean J. A. Cardwell, Sr. and James A. Cardwell, Jr.

“ Cardwell Payment ” shall mean Eighty-Four Million Six Hundred Thousand Dollars ($84,600,000) payable to the Cardwell Group for, among other things, their controlling interest in the Company.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Company Material Adverse Effect ” shall mean any event, change, development or occurrence that (a) has resulted, or would reasonably be expected to result, in a material adverse effect on the business, assets, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole or (b) would prevent or materially delay the consummation of the transactions contemplated by this Agreement, other than any change or effect resulting from (i) changes in general economic conditions, (ii) general changes or developments in the industries in which the Company and the Company Subsidiaries operate, including changes in refined product margin, (iii) the announcement of this Agreement and the transactions contemplated hereby, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors or employees of the Company and the Company Subsidiaries or the performance of this Agreement and the transactions contemplated hereby, (iv) changes in any Tax Laws or applicable accounting regulations or principles, (v) any attack on, or by, outbreak or escalation of hostilities or acts of terrorism involving, the United States, any declaration of war by the United States or any other national or international calamity, (vi) the failure by the Company or the Company Subsidiaries to take any action prohibited by this Agreement, (vii) in and of itself, any change in the Company’s or the Operating Company’s credit ratings, (viii) any eminent domain or condemnation proceeding with respect to the properties owned or leased by the Company or the Company Subsidiaries or (ix) the matter disclosed in Section 3.10(v) of the Company Disclosure Letter , unless, in the case of the foregoing clauses (i) and (ii), such changes referred to therein have a materially disproportionate effect on the Company and the Company Subsidiaries taken as a whole relative to other participants in the industries in which the Company and the Company Subsidiaries operate.

“ Company Subsidiary ” shall mean any Subsidiary, direct or indirect, of the Company, provided , however, for the purposes of Articles III and IV, the term “Company Subsidiary” shall not include either Special Purpose Subsidiary.

“ Credit Facility ” shall mean that certain Credit Agreement, dated as of February 9, 2004, as amended, by and among the Operating Company and the guarantors and financial institutions party thereto.

“ Credit Facility Agent ” shall mean Wells Fargo Bank, N.A. in its capacity as administrative agent pursuant to the Credit Facility.

“ Credit Facility Lenders ” shall mean those certain lenders under the Credit Facility.

“ Debt Restructuring Costs ” shall mean any (i) “make-whole” or similar premium (including consent fee and negative carry costs), change of control fees or premiums, breakage costs or penalty payable pursuant to the terms of the Credit Facility, the 2014 Indenture or the Operating Company Indenture, as applicable, or otherwise agreed to between the parties, in connection with or as a result of, the prepayment of the Credit Facility, discharge of the 2014 Notes or defeasance of the Operating Company Notes or otherwise extinguishing any such Indebtedness as of the Closing, whether or not then due (but excluding any principal and accrued and unpaid interest thereon) and (ii) out-of-pocket costs and expenses of the Company, the Company Subsidiaries or Purchaser incurred on or prior to the Closing Date in connection with, or as a result of or related to, prepayment of the Credit Facility, discharge of the 2014 Notes or defeasance of the Operating Company Notes, including, but not limited to, the fees and expenses of all soliciting agents, dealer-manager arrangements and legal advisors.

“ Environmental Law ” shall mean any and all applicable Laws relating to protection of natural resources, the environment or human health (as relating to exposure to Hazardous Materials) including, without limitation, laws relating to releases of Hazardous Materials and the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials.

“ Environmental Permit ” shall mean any Permit required under any Environmental Law for the operation of business of the Company or any Company Subsidiary as currently conducted.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean each trade or business (whether or not incorporated) which together with the Company or a Company Subsidiary would be deemed to be a ‘single employer’ within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section 414 of the Code.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” shall mean United States generally accepted accounting principles consistently applied.

“ Governmental Entity ” shall mean any federal, state, local or foreign government or political subdivision thereof, or any court, administrative agency or commission, or other governmental authority or instrumentality or any subdivision thereof.

“ Hazardous Materials ” shall mean any substance, material, waste, pollutant, or contaminant that is regulated as toxic or hazardous or other term of similar regulatory import or that is subject to remedial, investigatory or reporting obligations under any Environmental Law including without limitation petroleum and petroleum products (including without limitation oil, gasoline and diesel fuel), friable asbestos and polychlorinated biphenyls.

“ Income Taxes ” shall mean all federal, state, local, or foreign Taxes based upon, measured by, or calculated with respect to (i) gross or net income or gross or net receipts or profits (including, but not limited to, any capital gains or minimum taxes, but not including sales, use, goods and services, fuel, real or personal property transfer or other similar Taxes); (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based upon, measured, or calculated with respect to, is described in clause (i); or (iii) any federal, state, local or foreign withholding Taxes imposed with respect to any Taxes referred to in clause (i) or (ii) or on the distribution of cash or property from a partnership to its partners.

“ Indebtedness ” shall mean, with respect to the Company and the Company Subsidiaries, without duplication and exclusive of Intercompany Indebtedness, all indebtedness for borrowed money, including purchase money financing and capitalized and synthetic lease obligations (it being understood that any obligations existing on or prior to the Balance Sheet Date will not be recharacterized as capitalized or synthetic lease obligations if not otherwise characterized as such in the Company Balance Sheet), including the aggregate principal amount thereof, and any accrued and unpaid interest thereon and any accrued and unpaid prepayment premiums, penalties, breakage costs or other similar obligations in respect thereof; provided , however , that Indebtedness shall not include any Debt Restructuring Costs, trade payables or the $100,000 Demand Promissory Note issued by the Company to the REIT Subsidiary and any accrued interest thereon. For the sake of clarity, it is acknowledged that “Indebtedness” does not include undrawn amounts under letters of credit outstanding under the Credit Facility.

“ Intercompany Indebtedness ” shall mean, with respect to the Company and the Company Subsidiaries, all outstanding indebtedness owed by the Company or any Company Subsidiary to the Company or any wholly owned Company Subsidiary.

“ IRS ” shall mean the United States Internal Revenue Service, or any successor thereto.

“ Judgment ” shall mean any and all judgments, orders, writs, directives, rulings, decisions, injunctions (temporary, preliminary or permanent), decrees or awards of any Governmental Entity.

“ knowledge ” in the phrase “ to its knowledge ” or a similar phrase, when used to qualify a representation of a party, shall be deemed to be the actual knowledge, after reasonable investigation of the officer or employee with primary responsibility for the applicable subject matter, of (i) the individuals listed on Schedule 1.01(a) , if the Company is making such representation, (ii) the individuals listed on Schedule 1.01(b) , if Purchaser is making such

representation, and (iii) the officer or employee of such Seller with primary responsibility for the applicable subject matter, if a Seller is making such representation.

“ LLC Subsidiary ” shall mean HPT PSC Properties LLC, a Maryland limited liability company.

“ Law ” shall mean all laws (whether statutory or otherwise), ordinances, codes, rules and regulations of all Governmental Entities.

“ Liabilities ” shall mean any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due.

“ Lien ” shall mean, with respect to any property or asset, any mortgage, pledge, security interest, lien (statutory or other), charge, encumbrance or other similar restrictions or limitations of any kind or nature whatsoever on or with respect to such property or asset.

“ Operating Company Indenture ” shall mean the Indenture dated as of February 9, 2004 by and among the Operating Company and Petro Financial Corporation as Issuers and the Company, Petro Financial and Petro Distributing, Inc. as Guarantors and The Bank of New York, as Trustee as amended by a First Supplemental Indenture dated as of February 9, 2004.

“ Operating Company Notes ” shall mean the Operating Company’s 9% Senior Secured Notes due 2012 issued in the aggregate original principal amount of $225,000,000 on February 4, 2004 and $25,000,000 on July 25, 2005 pursuant to the Operating Company Indenture.

“ Organizational Documents ” shall mean with respect to a corporation, its charter and bylaws; with respect to a limited liability company, its certificate or articles of organization or formation and operating agreement; with respect to a partnership, its certificate of limited partnership, if any, and partnership agreement; with respect to a trust, its declaration or indenture of trust; and with respect to any other entity, such similar organizational documents.

“ Partnership Tax Returns ” shall mean the federal partnership Tax Returns (together with all schedules required to be attached thereto) filed on IRS Form 1065, Form 8308 and Form 8804, or any successor form, together with any state or local Income Tax Returns that are filed on the basis that the Company or the Operating Company, as applicable, is taxable as a pass-through entity for state or local Income Tax purposes.

“ Permits ” shall mean all franchises, licenses, authorizations, approvals, permits, consents or other rights granted by any Governmental Entity and all certificates of convenience or necessity, immunities, privileges, licenses, concessions, consents, grants, ordinances and other rights, of every character whatsoever required for the conduct of business and the use of properties by the Company and the Company Subsidiaries as currently conducted or used.

“ Permitted Lien ” shall mean Liens (i) for Taxes, assessments and other charges of Governmental Entities (a) not yet due and payable, or (b) being contested in good faith (with collection or enforcement stayed by appropriate proceedings) and reserved against on the

Company Balance Sheet; (ii) for mechanics, carriers’, workmen’s, repairmen’s, materialmen’s or other Liens or security interests that secure a liquidated amount that are being contested in good faith and by appropriate proceedings; (iii) for leases, subleases and licenses which are terminable by the Company or a Company Subsidiary on 90 days notice without premium or penalty; (iv) imposed by applicable Law; (v) for pledges or deposits to secure obligations under workers’ compensation Laws or similar legislation or to secure public or statutory obligations, in each case, not constituting Indebtedness; (vi) for pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case, not representing Indebtedness and incurred in the ordinary course of business; (vii) for easements covenants, rights of way and other similar restrictions each of record, and zoning and building codes and ordinances, in each case that, individually or in the aggregate, do not detract or impair in any material respect from the value or continued use, in the ordinary course as currently conducted or contemplated, of the applicable property; (viii) the existence of which are specifically disclosed in the notes to the consolidated financial statements of the Company included in the SEC Reports; (ix) referred to or disclosed in any title policy, or any title report, commitment or search (but in the case of a title report, commitment or search, only to the extent no title policy was subsequently issued for the applicable Transferred Owned Property or Transferred Leased Property), and/or any survey delivered to or obtained by Purchaser or Purchaser’s counsel prior to the date hereof (other than Liens for Indebtedness, Taxes, mechanics liens, unrecorded leases or parties in possession); (x) not securing or representing a monetary obligation that, individually or in the aggregate, do not detract or impair in any material respect from the value or continued use in the ordinary course of business as currently conducted or contemplated by the Company or any Company Subsidiary, of any property subject to such Liens; and (xi) identified on Schedule 1.01(c) provided no such Lien shall be deemed to be a Permitted Lien if it secures a trade payable.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity or government or any agency or political subdivision thereof.

“ Petro Warrant Agreement ” shall mean the Warrant Agreement dated July 23, 1999 by and between Warrant Co., the Company, Sixty Eighty, LLC, First Union Capital Markets Corp., CIBC World Markets Corporation and State Street Bank and Trust Company, as Warrant Agent.

“ Petro Warrants ” shall mean the warrants issued by Warrant Co. pursuant to the Petro Warrant Agreement.

“ Pre-Closing Tax Period ” shall mean (a) any taxable period that begins on or before the Closing Date and ends on or before the Closing Date, and (b) with respect to any other taxable period that includes the Closing Date, the portion of such taxable period prior to and including the Closing Date.

“ Proceeding ” shall mean any action, claim, suit, or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation.

“ Real Property Agreement ” shall mean any lease (other than a Lease), agreement, declaration, restriction, or covenant relating to the Transferred Leased Property or Transferred Owned Property.

“ Reimbursable Costs ” shall mean “HPT Reimbursable Costs” as defined in the TCA Purchase Agreement.

“ REIT Subsidiary ” shall mean HPT PSC Properties Trust, a Maryland real estate investment trust.

“ Requisite Regulatory Approvals ” shall mean all permits, approvals, consents and filings required to be obtained or made with or by any Governmental Entity under any Law or Judgment, and all waiting periods required to expire prior to the Closing under applicable Laws.

“ SEC Reports ” shall mean the Operating Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2006 as filed with the SEC and any other reports filed or furnished by the Operating Company to the SEC pursuant to applicable statutes, regulations, policies and rules to the extent furnished or filed by the Operating Company subsequent to March 29, 2007 and prior to the date of this Agreement.

“ Special Purpose Subsidiary ” shall mean either the REIT Subsidiary or the LLC Subsidiary, each of which was formed by the Company at the request of Purchaser in connection with the transfers contemplated by Sections 6.13 and 6.14(c) of the TCA Purchase Agreement.

“ SPS Income Taxes ” shall mean any Income Taxes (taking into account all the transactions contemplated by this Agreement and the TCA Purchase Agreement) arising from the transfers pursuant to Section 6.13 of the TCA Purchase Agreement, which at the request of Purchaser are made to a Special Purpose Subsidiary instead of the Company, that would not otherwise have been incurred had the transfers pursuant to such Section 6.13 been made to the Company rather than to a Special Purpose Subsidiary.

“ Subsidiary ” shall mean, in respect of any specified Person, any company or other entity of which 50% or more of the outstanding share capital or other equity interest is owned, directly or indirectly, by such specified Person.

“ Tax Return ” shall mean any report, return, document, declaration or other information or filing required to be supplied to any Governmental Entity (foreign or domestic) with respect to Taxes, including Partnership Tax Returns.

“ Taxes ” shall mean (a) any and all taxes, charges, fees, levies or other assessments, including income, gross receipts, excise, real or personal property, lease, sales, withholding, social security, occupation, use, service, service use, value added, license, net worth, payroll, franchise, transfer and recording taxes, ad valorem , stamp, capital, environmental, employment, workers compensation, disability, social security, utility, production, unemployment compensation, windfall profits, duties, registration, business organization, alternative or add-on minimum, fees and charges, imposed by any Governmental Entity (whether domestic or foreign including any state, local or foreign government or any

subdivision or taxing agency thereof (including a United States possession)), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments, (b) liability for the payment of any amounts of the type described in clause (a) as a result of being or having been a member of an affiliated, consolidated, combined or unitary group, and (c) liability for the payment of any amounts as a result of being party to any Tax sharing agreement or arrangement or as a result of any obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (a) or (b).

“ Transferred Leased Property ” shall have the same meaning as set forth in the TCA Purchase Agreement.

“ Transferred Owned Property shall mean all real estate the fee interest of which is to be distributed to the Company on the Closing Date pursuant to Section 6.13 of the TCA Purchase Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale .

(a) At the Closing,

(i) immediately following the closing of the transactions contemplated by the TCA Purchase Agreement and the distribution to Sellers of the proceeds received by the Company and Petro GP for the sale of the limited partnership interests of the Operating Company pursuant to the TCA Purchase Agreement, Sellers shall sell, assign and transfer to Purchaser all of the Company Interests and Purchaser shall deliver the Purchase Price, adjusted as provided in Section 2.02, to Sellers in the percentages and to the accounts set forth in Annex 1 , by wire transfer of immediately available funds; provided , however , each member of the Cardwell Group and each of Petro, Inc., JAJCO II, Inc., Mobil Long Haul, Inc. and Volvo Petro Holdings, Inc. (the “ Applicable Sellers ”) hereby direct that an aggregate amount of $2,000,000 (the “ Reserve Fund ”) be withheld (pro rata based on the percentage that each such Applicable Seller’s portion of the Purchase Price bears to total amount of the Purchase Price that the Applicable Sellers are entitled to be paid at the Closing) from the amounts payable to such Applicable Sellers pursuant to this Section 2.01(a)(i) and direct that the Reserve Fund be paid at the Closing into the bank account designated by the Sellers Representative pursuant to Section 12.03; and

(ii) Purchaser shall pay the TSP Payment Amount (defined in the TCA Purchase Agreement) to TSP Holdings, LLC (“ TSP ”) as contemplated by Section 6.14(c) of the TCA Purchase Agreement.

(b) Except as otherwise provided herein, each Seller’s obligations under this Agreement are the several, and not joint, obligations of such Seller and no such Seller shall have any obligation or liability for the performance or non-performance by the other Sellers of such other Seller’s obligations under this Agreement.

Section 2.02 Purchase Price

(a) The “ Purchase Price ” shall be an amount equal to:

(i) Six Hundred Twenty-Four Million Four Hundred Thousand Dollars ($624,400,000);

(ii) minus the aggregate amount of Indebtedness of the Company and the Company Subsidiaries outstanding immediately prior to the Closing under (but without duplication) the 2014 Prepayment Loan, the Credit Facility Loan and the Covenant Defeasance Loan, but excluding, in each case, the amount of any such loan used to pay Debt Restructuring Costs;

(iii) minus to the extent paid by Purchaser prior to the Closing or a current liability of Purchaser on the Closing Date, 50% of Debt Restructuring Costs, exclusive of any Debt Restructuring Costs incurred in connection with or related to the defeasance of the Operating Company Notes;

(iv) plus , to the extent paid by the Company or any Company Subsidiary prior to the Closing or a current liability of the Company or any Company Subsidiary on the Closing Date, ( x ) 50% of the Debt Restructuring Costs, exclusive of any Debt Restructuring Costs incurred in connection with or related to the defeasance of the Operating Company Notes and ( y ) 100% of the Debt Restructuring Costs incurred in connection with or related to the defeasance of the Operating Company Notes;

(v) plus , to the extent paid by the Company or any Company Subsidiary prior to the Closing or a liability of the Company or any Company Subsidiary on the Closing Date, an amount equal to all Reimbursable Costs;

(vi) minus the Cardwell Payment, which amount shall be paid at the Closing as directed by the Cardwell Group;

(vii) minus the “TSP Reduction Amount” (defined in the TCA Purchase Agreement);

(viii) minus the aggregate amount of “Transferred Leased Property Adjustments” (defined in the TCA Purchase Agreement) added to the calculation of the “Aggregate Purchase Price” (defined in the TCA Purchase Agreement) pursuant to Section 2.02(a)(vii) of the TCA Purchase Agreement; and

(ix) minus the aggregate amount of any Transfer Taxes otherwise payable by Sellers pursuant to Section 11.04 which Sellers request Purchaser pay on their behalf at Closing.

(b) Notwithstanding, if upon the final determination of the “Aggregate Purchase Price” (defined in the TCA Purchase Agreement) pursuant to Section 2.03 of the TCA Purchase Agreement;

(i) the aggregate amount added to the Purchase Price pursuant to Section 2.02(a)(iv) and (a)(v) is less than an amount (the “ TCA Adjustment ”) equal to the sum of (a) the amount of “ HPT Reimbursable Costs ” (defined in the TCA Purchase Agreement) added to current liabilities in the calculation of “Actual Net Working Capital” (defined in the TCA Purchase Agreement) plus (b) Debt Restructuring Costs added to current liabilities in the calculation of such “Actual Net Working Capital” minus an amount equal to 50% of such Debt Restructuring Costs to the extent not incurred in connection with or related to the defeasance of the Operating Company Notes (a “ Payment Shortfall ”) then within five (5) Business Days of the final determination of the Aggregate Purchase Price under the TCA Purchase Agreement, Purchaser shall pay the Payment Shortfall to Sellers; or

(ii) the aggregate amount added to Purchase Price pursuant to Section 2.02(a)(iv) and (a)(v) is more than the TCA Adjustment (an “ Excess Payment ”), then within five (5) Business Days of the determination of the Aggregate Purchase Price under the TCA Purchase Agreement, Sellers shall pay the Excess Payment to Purchaser.

Section 2.03 Escrow Agreement and Escrow Fund .

At or prior to the Closing, Purchaser, TCA, the Sellers Representative and The Bank of New York (the “ Escrow Agent ”) shall enter into an Escrow Agreement substantially in the form of Exhibit B or in such other form consistent with the terms of this Agreement or as may be acceptable to the parties thereto (the “ Escrow Agreement ”). The Escrow Agreement shall provide for the creation of an escrow fund (the “ Escrow Fund ”) consisting of Ten Million Dollars ($10,000,000) (the “ Escrow Amount ”) to be funded pursuant to the TCA Purchase Agreement and applied, in part, to the satisfaction of Sellers’ liabilities for indemnification pursuant to Article IX and the liabilities of “Sellers” (defined in the TCA Purchase Agreement) for indemnification under the TCA Purchase Agreement.

Section 2.04 Tax Withholding .

Except to the extent such withholding is required as a result of a change after the date of this Agreement in any Law (or the judicial or administrative interpretation thereof) relating to withholding, Purchaser will be entitled to deduct and withhold from the Purchase Price, the TSP Payment Amount and the Cardwell Payment otherwise payable pursuant to this Agreement to any Person with respect to the transfer of Operating Company Interests only to the extent permitted under Section 6.15 hereof. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to such Person in respect of which such deduction and withholding was made. Each Seller agrees, severally, to

indemnify, reimburse and hold harmless Purchaser, the Company, the Operating Company and their respective Affiliates with respect to any liability for failure to withhold any amount as a result of this Section 2.04 (whether or not Purchaser was entitled to withhold under this Section 2.04), including any Taxes, interest and penalties imposed on or payable by such Persons in respect of any failure to withhold as a result of the application of this Section 2.04.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the corresponding sections or subsections of the disclosure letter (the “ Company Disclosure Letter ”) delivered by Sellers to Purchaser concurrently with the execution of this Agreement (it being understood that any matter disclosed in any section of the Company Disclosure Letter will be deemed to be disclosed in any other section of the Company Disclosure Letter to the extent that it is readily apparent on the face of such disclosure that such disclosure is applicable to such other section), or as and to the extent set forth in the SEC Reports filed prior to the date of this Agreement, the Company represents and warrants to Purchaser as follows:

Section 3.01 Organization; Business of the Company .

(a) The Company is a limited partnership or other entity duly organized, validly existing and (to the extent the concept of good standing is applicable to such entity) in good standing under the laws of the jurisdiction of its incorporation or organization and has full partnership (or other entity) power and authority to conduct its business as it is now being conducted and to own, operate or lease the properties and assets it currently owns, operates or leases. The Company is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction where such qualification or licensing is necessary, except where the failure to so qualify or be so licensed would not, individually or in the aggregate, have or reasonably be expected to have, a Company Material Adverse Effect.

(b) Purchaser has been provided complete and correct copies of the currently effective Organizational Documents of the Company and Petro GP.

(c) Except for the ownership of its equity interests in the Operating Company and in the REIT Subsidiary, Petro Holdings Financial Corporation (“ Petro Financial ”) and Petro Holdings GP, L.L.C. (“ Petro GP ”) or as set forth in Section 3.01(c) of the Company Disclosure Letter , the Company conducts no material business and does not own, lease or license any material properties or material assets and has never had any employees. Except as set forth in Section 3.01(c) of the Company Disclosure Letter , neither Petro Financial nor Petro GP conducts any business or owns, leases or licenses any material properties or material assets and neither has ever had any employees. Each Special Purpose Subsidiary has been formed solely for the purpose of acquiring assets pursuant to Sections 6.13 and 6.14(c) of the TCA Purchase Agreement, and other than acquiring such assets, and in the case of the REIT Subsidiary, the ownership of its equity interest in the LLC Subsidiary, neither Special Purpose Subsidiary has

ever conducted any business, owned or leased any properties or assets, had any employees, or been a party to or bound by any contract (other than their Organizational Documents).

Section 3.02 Subsidiaries .

Except for the REIT Subsidiary, the Operating Company, Petro Financial and Petro GP, the Company has no directly owned Subsidiaries or direct equity interests in any other entity.

Section 3.03 Capitalization .

(a) The classes of Company Interests are as set forth in Section 3.03(a) of the Company Disclosure Letter and all Company Interests are owned by Sellers as set forth in Section 3.03(a) of the Company Disclosure Letter , and except as set forth in Section 3.03(a) of the Company Disclosure Letter , such Company Interests are free and clear of any Liens (other than Permitted Liens) or any other limitations or restrictions on such Company Interests (including any limitation or restriction on the right to vote, pledge, sell or otherwise dispose of such Company Interests). Upon consummation of the transactions contemplated by this Agreement, at the Closing Purchaser will acquire all of the Company Interests, free and clear of all Liens other than those created by Purchaser. Except for the options to acquire common limited partnership interests of the Company identified in Section 3.03(a) of the Company Disclosure Letter (the “ Company Options ”) and the Petro Warrants, there are no authorized or outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights or agreements or instruments or understandings of any character, to which the Company is a party or by which the Company is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, contingently or otherwise, additional equity interests or any securities or obligations convertible into or exchangeable for additional equity interests or to grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right or agreement. Immediately following the Closing, each of the Petro Warrants shall be outstanding and each shall have been exchanged for shares of common stock of Warrant Co. in the manner provided in Section 8(b) of the Petro Warrant Agreement.

(b) All of the equity interests of the LLC Subsidiary are owned by the REIT Subsidiary and all of the equity interests of Petro Financial and Petro GP are owned by the Company and except as set forth in Section 3.03(b) of the Company Disclosure Letter , such equity interests are free and clear of any Liens (other than Permitted Liens) or any other limitations or restrictions on such equity interests (including any limitation or restriction the right to vote, pledge, sell or otherwise dispose of such equity interests). There are no authorized or outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights or agreements or instruments or understandings of any character, to which Petro Financial or Petro GP is a party or bound, or to the Company’s knowledge, to which either Special Purpose Subsidiary is a party or bound, obligating Petro Financial, Petro GP or such Special Purpose Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, contingently or otherwise, additional equity interests or any securities or obligations convertible into or exchangeable for additional equity interests or to grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right or agreement.

(c) All outstanding Company Interests and all shares of stock or other equity interests of each of Petro Financial and Petro GP have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Section 3.03(c) of the Company Disclosure Letter , there are no agreements or instruments or understandings of any character, obligating the Company or Petro Financial or Petro GP to make any loans or capital contributions to or to guaranty or pay or provide credit support for the liabilities of any Person, whether on account of its ownership of equity interests in such Person or otherwise.

Section 3.04 Authorization .

The Company and each Seller has full power and authority or capacity (including all partnership or other entity power and authority) to execute and deliver into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and each Seller and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary action by each Seller and the Company and no other proceedings on the part of the Company or any Seller are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and each Seller, and assuming due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of the Company and such Seller, enforceable against the Company and such Seller in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

Section 3.05 No Violation .

Except as set forth in Section 3.05 of the Company Disclosure Letter , the execution and delivery of this Agreement by the Company and Sellers do not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of or default under, any provision of the Company’s or any Company Subsidiary’s or any Seller’s Organizational Documents; (ii) assuming the consents, approvals, orders and authorizations contemplated by Section 3.06 have been obtained or made, conflict with or result in any violation of or default under, any Law or Judgment applicable to the Company or any Company Subsidiary or any Seller or to which any of their property is subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to which the Company or any Company Subsidiary or any Seller is a party or subject or to which any of their property is subject, except with respect to clauses (ii) and (iii), where the conflict, violation, default, breach, termination or right of termination would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.06 Approvals .

Except as set forth in Section 3.06 the Company Disclosure Letter , the execution and delivery of this Agreement by Sellers and the Company and the consummation by them of the transactions contemplated by this Agreement do not require any consent, approval, order or authorization of any Person under any Material Contract or any Law or Judgment and, to the Company’s knowledge, no declaration, filing or registration with any Governmental Entity is required by the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated by this Agreement, except for those consents, approvals, orders, authorizations, declarations, filings or registrations the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect; provided further, however, that the Company makes no representations or warranties with respect to any consents, approvals, orders, authorizations, declarations, filings or registrations that may be required with respect to Permits.

Section 3.07 Financial Statements .

(a) Purchaser has been provided with copies of the following consolidated financial statements of the Company and the Company Subsidiaries (collectively, the “ Financial Statements ”): (i) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2006 and December 31, 2005 and the related statements of income and cash flows for each of the three years in the period ending December 31, 2006 (together with the notes thereto); and (ii) the unaudited consolidated balance sheet (the “ Company Balance Sheet ”) of the Company and the Company Subsidiaries as of March 31, 2007 (the “ Balance Sheet Date ”) and the related unaudited statements of income and cash flows for the three (3) month period ending on the Balance Sheet Date. The Financial Statements (i) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, except as otherwise noted therein (subject, in the case of the unaudited Financial Statements, to the absence of notes and normal year-end adjustments and to any other adjustments described therein) and (ii) have been prepared in all material respects in accordance with GAAP applied on a consistent basis for the periods involved (except as may be indicated in the notes thereto or as described in Section 3.07 of the Company Disclosure Letter ).

(b) Except as set forth in Section 3.07 of the Company Disclosure Letter , neither the Company nor any Company Subsidiary has any Liabilities, other than Liabilities (i) that have been specifically disclosed or accrued or reserved against in the Company Balance Sheet, (ii) that have been incurred in the ordinary course of business and consistent with past practices since the date of the Company Balance Sheet, (iii) of the type that are not required by GAAP to be included in or in the notes to a consolidated balance sheet of the Company and the Company Subsidiaries prepared in accordance with GAAP, (iv) relating to operating leases incurred in accordance with the terms of such operating leases in the ordinary course of business, (v) Liabilities incurred under this Agreement or in connection with the transactions contemplated by this Agreement, (vi) Liabilities that have been or will be discharged or paid in full prior to the Closing, and (vii) for future performance under any contracts, agreements, commitments, leases, sales contracts and other agreements to which the Company or any Company Subsidiary is a party or bound that were entered into in the ordinary course of business, and which with respect

to clauses (ii), (iii), (iv), (vi) and (vii), as have not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and the Company Subsidiaries, taken as a whole.

Section 3.08 Absence of Certain Transactions .

(a) Except as set forth in Section 3.08 of the Company Disclosure Letter and except for the transactions expressly contemplated hereby, since the Balance Sheet Date, the Company and Petro GP have conducted their respective businesses in the ordinary course consistent with past practices. Since the Balance Sheet Date, there have not been any events, changes, effects or developments which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Without limiting the foregoing, except as set forth in Section 3.08 of the Company Disclosure Letter and except for actions following the date of this Agreement undertaken in accordance with this Agreement, since the Balance Sheet Date to the date of this Agreement (i) neither the Company nor Petro GP has taken any action which would be prohibited by Section 6.01 if taken after the date hereof and (ii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the Company’s or Petro GP’s assets (whether or not covered by insurance).

Section 3.09 Taxes .

(a) Except as disclosed in Section 3.09(a) of the Company Disclosure Letter ,

(i) the Company is, and since its formation has, qualified as a partnership for federal, state and local income Tax purposes and is not, and has never been, a “publicly traded partnership” for purposes of Section 7704 of the Code or under any comparable provision of state or local Law;

(ii) no Person has made an election for the Company, Petro GP or any Special Purpose Subsidiary to be treated as an association taxable as a corporation for federal, state or local income Tax purposes;

(iii) all material Tax Returns that are required to be filed (taking into account all extensions) on behalf of or with respect to the Company or any Company Subsidiary have been timely filed with the applicable Governmental Entity and all such Tax Returns are correct and complete in all material respects and were prepared in accordance with all applicable Tax Laws;

(iv) neither the Company nor any Company Subsidiary owns ten percent (10%) or more, by vote or value, of the stock, equity or other securities of any one issuer, except for stock, equity or other securities in entities that are wholly owned (directly or indirectly) by the Company;

(v) each of the Company and each Company Subsidiary has paid when due all material Taxes due and payable whether or not shown on any Tax Return;

(vi) the unpaid Taxes of the Company and each Company Subsidiary did not, as of the Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income and without regard to items set forth in the Company Disclosure Letter) set forth on the face of the Company Balance Sheet (disregarding any notes thereto) and will not exceed, as of the Closing Date, such reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income and without regard to items set forth in the Company Disclosure Letter) as adjusted for the passage of time through the Closing Date;

(vii) neither the Company nor any Company Subsidiary has incurred any Tax Liability since the date of the Company Balance Sheet, other than a Tax liability in the ordinary course of business;

(viii) neither the Company nor any Company Subsidiary has been notified in writing by any Governmental Entity of its intent to assess any additional Taxes for any period;

(ix) none of the Tax Returns of the Company or any Company Subsidiary are now under audit or examination by any Governmental Entity;

(x) no claim which currently remains unresolved has been made in writing by a Governmental Entity in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns or pay Tax that the Company or such Company Subsidiary currently is or may be subject to taxation by that jurisdiction and neither the Company nor any Company Subsidiary has a permanent establishment in any foreign country or operates or conducts a business through a branch in any foreign country;

(xi) there are no material Liens for Taxes upon any asset of the Company, any Company Subsidiary or any Special Purpose Subsidiary other than with respect to Taxes not yet due and payable;

(xii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to the Tax Returns of the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary has requested or received any extension of time within which to file any Tax Return, which Tax Return has not yet been filed;

(xiii) each of the Company and each Company Subsidiary has, within the time and manner prescribed by Law, withheld, paid over and reported all Taxes required to have been withheld, paid and reported in connection with the amounts paid or owing to any employee, independent contractor, creditor, partner, stockholder, member, foreign Person or other third party;

(xiv) neither the Company nor any Company Subsidiary is a party to, is bound by or has any obligation under any Tax sharing agreement or similar arrangement;

(xv) neither the Company nor any Company Subsidiary (i) is, or has been, a member of an affiliated group filing a consolidated federal income Tax Return, or (ii) has any liability for the Taxes of any entity under Treas. Reg. § 1.1502-6 (or any similar provision of Law), or as a transferee or successor, by contract or otherwise;

(xvi) neither the Company nor any Company Subsidiary has agreed to make any adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) or pursuant to any similar provision of Law, and neither the IRS nor any other taxing authority has proposed any such adjustment or change in accounting method;

(xvii) neither the Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 or Section 356 of the Code in (A) the five (5) years prior to the date of this Agreement or (B) a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement;

(xviii) neither the Company nor any Company Subsidiary has ever entered into, or taken any deduction or received any Tax benefit arising with respect to, any “reportable transaction” as defined in Section 6707A(c) of the Code (or any comparable provision of state, local or foreign Tax Law);

(xix) each Seller is, and each former partner (while such former partner was a partner) of the Company was, a “United States Person” as defined in Section 7701(a)(30) of the Code at all times while such Person is or was a partner of the Company;

(xx) Purchaser has been provided complete and correct copies of all federal income Tax Returns and descriptions of all federal, state, local and foreign examination reports and statements of deficiencies assessed against or agreed to by the Company or any Company Subsidiary filed or received in respect of their 2003 through 2005 Taxable years; and

(xxi) Petro GP is, and since its formation has, and will remain through the Closing Date, qualified as a disregarded entity under Treasury Regulation Section 301.7701-2 and -3 (and any comparable provision of state or local law) and Petro GP’s sole asset, other than cash and cash equivalents, is, and since its formation has been, and will remain a partnership interest in the Operating Company.

(b) Section 3.09(b) of the Company Disclosure Letter contains a list of all jurisdictions in which the Company or any Company Subsidiary currently files Income Tax, sales and use, real property and fuel excise Tax Returns or pays Taxes (specifying such jurisdiction and the types of such Income Tax Returns or Taxes paid in such jurisdiction).

(c) For purposes of this Section 3.9, any reference to the Company or any Company Subsidiary shall be deemed to include any entity that merged or was liquidated into such Person.

Section 3.10 Litigation.

Except as set forth in Section 3.10 of the Company Disclosure Letter and except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (i) there are no Proceedings pending, or to the Company’s knowledge, threatened against the Company or Petro GP by or before any arbitrator or Governmental Entity; and (ii) neither the Company nor Petro GP is a party to, or, to the Company’s knowledge, bound by any Judgments.

Section 3.11 Environmental Matters.

(a) Except as set forth in Section 3.11(a) of the Company Disclosure Letter or as would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(i) the Company and each Company Subsidiary have been, and are, in compliance with all applicable Environmental Laws, including requirements of Environmental Permits,

(ii) the Company and each Company Subsidiary have all Environmental Permits and all such Environmental Permits are in full force and effect and there is no proceeding or investigation pending, or to the Company’s knowledge, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, or suspension of any such Environmental Permit. The Company and each Company Subsidiary has filed when due all documents required to be filed with any Governmental Entity in connection with such Environmental Permits and at the time of filing thereof all such filings were accurate and complete,

(iii) there are no outstanding or to the Company’s knowledge, threatened claims against the Company or any Company Subsidiary (i) for damages or penalties relating to the presence, generation, transportation, treatment, storage or disposal of Hazardous Materials in, under or from any Transferred Owned Property, any Transferred Leased Property, or any property formerly owned, leased or operated by the Company or any Company Subsidiary; or (ii) otherwise arising under Environmental Law; and neither the Company nor any Company Subsidiary has received any written request for information from any Governmental Entity regarding the disposal or release of Hazardous Materials, except for such requests which have been resolved, and

(iv) to the Company’s knowledge, neither the Company, any Company Subsidiary, nor any other Person has disposed of, spilled, or otherwise released any Hazardous Materials at any Transferred Owned Property, any Transferred Leased Property or any property formerly owned, leased or operated by the Company or any Company Subsidiary, other than in compliance with Environmental Laws and none of the

Company and the Company Subsidiaries has released Hazardous Materials at any other location which would reasonably be expected to result in liability under Environmental Law.

(b) Except as set forth in Section 3.11(b) of the Company Disclosure Letter , to the Company’s knowledge, all Hazardous Materials generated by the Company or any Company Subsidiary have been stored, transported, treated and disposed of by transporters and/or treatment, storage and disposal facilities authorized under applicable Environmental Laws or maintaining valid Environmental Permits, and neither the Company nor any Company Subsidiary has disposed of, transported, or arranged for the disposal or transportation of any Hazardous Materials at or to any location at which there is or has been a release of Hazardous Materials which would reasonably be expected to result in liability to the Company or any Company Subsidiary under Environmental Law that would, individually or in the aggregate have, or reasonably be expected to have, a Company Material Adverse Effect.

(c) None of the Transferred Owned Property or Transferred Leased Property is listed or, to the Company’s knowledge, proposed for listing on the National Priorities List promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous list maintained by any Governmental Entity.

(d) Purchaser has been provided correct and complete copies of all reports, studies, and analyses that are material and in the possession, custody or control of the Company or any Company Subsidiary and relate to compliance by the Company or any Company Subsidiary with Environmental Law or the presence of Hazardous Materials on any Transferred Owned Property or Transferred Leased Property.

(e) Other than contracts for services related to environmental compliance and environmental terms of commercial contracts entered into in the ordinary course of business, neither the Company nor any Company Subsidiary has retained or assumed by contract any liability or responsibility for any environmental claims or conditions.

Section 3.12 Title to Property .

The representations and warranties of the Company and the Operating Company set forth in Section 3.12 of the TCA Purchase Agreement are true and correct subject to, and in accordance with the specific provisions of such Section 3.12.

Section 3.13 Personal Property .

(a) On the Closing Date, the Company or a Special Purpose Subsidiary will have adequate title to or leasehold interest in all machinery, equipment and other personal property included in the assets distributed or assigned to the Company or a Special Purpose Subsidiary on the Closing Date pursuant to Sections 6.13 and 6.14(c) of the TCA Purchase Agreement free and clear of all Liens other than Permitted Liens, except where the failure to have such title or leasehold interest has not been, and would not, individually or in the aggregate, reasonably be expected to be, materially adverse to the Company and its Subsidiaries after the Closing Date, taken as a whole.

(b) All buildings, machinery, equipment and other tangible assets distributed or assigned to the Company or a Special Purpose Subsidiary on the Closing Date pursuant to Sections 6.13 and 6.14(c) of the TCA Purchase Agreement are in good operating condition, maintenance and repair, ordinary wear and tear excepted, are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put, except as has not been, and would not, individually or in the aggregate, reasonably be expected to be, materially adverse to the Company and its Subsidiaries after the Closing Date, taken as a whole.

Section 3.14 Contracts .

(a) Except as set forth in Section 3.14(a) of the Company Disclosure Letter , neither the Company nor Petro GP is a party to any written contracts, agreements, commitments, leases, sales contracts and other agreements material to any of the Company or Petro GP as of the date of this Agreement (collectively, “ Material Contracts ”).

(b) Complete and correct copies of all Material Contracts as of the date hereof have been provided to Purchaser or their counsel. Each of the Material Contracts is a valid and binding obligation of the Company or Petro GP, and to the Company’s knowledge, the other parties thereto.

(c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter , neither the Company nor Petro GP is, nor to the knowledge of Sellers is any other party, in default under any material term of any Material Contract.

Section 3.15 Employee and Labor Matters and Plans .

(a) Except as set forth in Section 3.15(a) of the Company Disclosure Letter , the Company has at no time sponsored, maintained or contributed to any “employee pension plan” (as defined in Section 3(2) of ERISA), an ERISA Affiliate, or for the benefit of any current or former employee, director or officer: (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, whether or not subject to the provisions of ERISA; and (ii) any other employment, consulting, collective bargaining, stock option, stock bonus, stock purchase, phantom stock, incentive, bonus, deferred compensation, retirement, severance, change-in-control, fringe, insurance, disability, post-employment (including compensation, pension, health, medical or life insurance or other benefits), vacation, medical or dental contract, policy or arrangement which is not an employee benefit plan as defined in Section 3(3) of ERISA (each such plan, contract, policy and arrangement being herein referred to as an “ Employee Plan ”).

(b) Neither the Company nor any ERISA Affiliate has participated in any multi-employer plan within the meaning of Section 3(37) of ERISA. Neither the Company nor any ERISA Affiliate has sponsored any pension plan subject to Title IV of ERISA or Section XIL of the Code. No event has occurred and no condition exists, with respect to any Employee Plan sponsored or maintained by any ERISA Affiliate that would reasonably be expected to subject the Company to any Tax, fine, Lien (other than Permitted Liens), penalty or other Liability imposed by ERISA, the Code or any other applicable Laws, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

(c) Except as set forth in Section 3.15(c) of the Company Disclosure Letter and other than pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), or any equivalent state statute, neither the Company nor any ERISA Affiliate maintains any Employee Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its ERISA Affiliates.

Section 3.16 Insurance Policies .

Section 3.16 of the Company Disclosure Letter contains a summary description of all material insurance policies of the Company and the Company Subsidiaries (the “ Insurance Policies ”) and each such policy is in full force and effect. The Insurance Policies are customary and adequate in all material respects for companies of similar size in the industry and locales in which the Company and the Company Subsidiaries operate. All premiums with respect to the Insurance Policies which are due and payable prior to the Closing have been paid, or will be paid prior to the Closing, and no written notice of cancellation or termination has been received by the Company with respect to any such policy. Except as set forth in Section 3.16 of the Company Disclosure Letter , to the Company’s knowledge, there are no pending claims against the Insurance Policies by the Company or any Company Subsidiary (a) as to which the insurers have denied coverage or otherwise reserved rights in writing or (b) which are, individually or in the aggregate, reasonably likely to exceed the maximum amount of coverage provided by such insurance.

Section 3.17 Compliance with Laws .

Except as set forth in Section 3.17 of the Company Disclosure Letter , neither the Company nor Petro GP is in violation of, or has since January 1, 2006 violated or failed to comply with any Law (other than Laws with respect to Taxes which are addressed elsewhere in Article III) applicable to its business, operations and assets, except for violations and failures to comply that would not, individually or in the aggregate, have, or be reasonably expected to have, a Company Material Adverse Effect.

Section 3.18 Brokerage Fees .

None of Sellers or the Company or any Company Subsidiary has retained any financial advisor, broker, agent or finder or agreed to pay a financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby or any transaction of like nature except for Banc of America Securities LLC, the fees of which will be paid by the Operating Company.

Section 3.19 Certain Payments .

During the past five years, neither the Company nor any Company Subsidiary has made any contribution, gift, bribe, payoff, influence payment, kickback or other similar payment to any Person, private or public, regardless of form, whether in money, property or services in violation of any applicable United States or foreign Law (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured, or (c) to obtain special

concessions, in each case for or in respect of the Company, Petro Financial or Petro GP.

Section 3.20 No Other Representations or Warranties .

Except for the representations and warranties contained in this Article III and in Article IV, Purchaser acknowledges that none of Sellers, the Company or any other Person on their behalf makes any other express or implied representation or warranty with respect to Sellers, the Company or any Company Subsidiary and none of Sellers, the Company or any other Person on their behalf shall have any liability to Purchaser with respect to any other information provided to Purchaser (including projections, forecasts or management presentations) in connection with the transactions contemplated hereunder, and Purchaser has not relied on any other representation or warranty. Neither the Company, any Company Subsidiary nor any Seller or any of their Affiliates have any liability to Purchaser or any other Person as a result of the distribution to or use by Purchaser of any such information.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller hereby, individually and not jointly, represents and warrants to Purchaser:

Section 4.01 Organization; Business of the Company .

Such Seller is a natural person, or if a corporation or other entity, it is duly organized, validly existing and (to the extent the concept of good standing is applicable to such entity) in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate (or other entity) power and authority to conduct its business as it is now being conducted and to own, operate or lease the properties and assets it currently owns, operates or leases.

Section 4.02 Ownership of Company Interests .

Except as set forth in Section 3.03(a) of the Company Disclosure Letter , such Seller has legal and beneficial ownership of the Company Interests identified in Section 3.03(a) of the Company Disclosure Letter as being owned by it, free and clear of any Liens (other than Permitted Liens) or any other limitations or restrictions on such Company Interests (including any limitation or restriction on the right to vote, pledge, sell or otherwise dispose of such Interests). Upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire such Company Interests, free and clear of all Liens other than those created by Purchaser.

Section 4.03 Authorization .

Such Seller has full power and authority or capacity (including all corporate or other entity power and authority) to execute and deliver into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by such Seller and the

consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action by such Seller, and no other proceedings on the part of such Seller is necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Seller, and assuming due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

Section 4.04 No Violation .

Except as set forth in Section 4.04 of the Company Disclosure Letter , the execution and delivery of this Agreement by such Seller does not, and the consummation by it of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of or default under, any provision of the Seller’s Organizational Documents; (ii) assuming the consents, approvals, orders and authorizations contemplated by Section 4.05 have been obtained or made, conflict with or result in any violation of or default under, any Law or Judgment applicable to such Seller is a party or to which any of its property is subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to which or such Seller is a party or subject or to which any of its property is subject, except with respect to clauses (ii) and (iii), where the conflict, violation, default, breach, termination or right of termination would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 4.05 Approvals .

The execution and delivery of this Agreement by such Seller, and the consummation by it of the transactions contemplated by this Agreement do not require any consent, approval, order or authorization of any Person under any agreement, contract, indenture or other instrument or Law or Judgment to which such Seller is a party or subject or any of its property is subject, and to such Sellers’ knowledge, other as contemplated by Section 3.06, no declaration, filing or registration with any Governmental Entity is required by such Seller in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated by this Agreement, except for those consents, approvals, orders, authorizations, declarations, filings or registrations the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.06 U.S. Person .

Such Seller is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers as follows:

Section 5.01 Organization .

Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation and has full corporate power and authority to conduct its business as it is now being conducted and to own, operate or lease the properties and assets it currently owns, operates or leases.

Section 5.02 Authorization .

Purchaser has all requisite trust power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby have been duly approved by all necessary trust action by Purchaser, and no other trust proceedings on the part of Purchaser are necessary to authorize this Agreement, to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by each of the other parties, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, (ii) general principles of equity (whether applied in a proceeding at law or in equity) and (iii) any implied covenant of good faith and fair dealing.

Section 5.03 No Violation .

The execution and delivery of this Agreement by Purchaser does not, and the consummation by Purchaser of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation of or default under, any provision of Purchaser’s Organizational Documents; (ii) assuming the consents, approvals, orders and authorizations contemplated by Section 5.04 have been obtained or made, conflict with or result in any violation of or default under, any Law or Judgment applicable to Purchaser or to which any of its properties are subject; or (iii) conflict with, or, with or without notice or the lapse of time, result in a breach, termination (or right of termination) or violation of or default under the terms of any agreement, contract, indenture or other instrument to which Purchaser is a party or subject or any of its property is subject except with respect to clauses (ii) and (iii) hereof, where the conflict, violation, default, termination or right of termination would not, or would not reasonably be expected to, prevent or materially delay the consummation of the transactions contemplated hereby.

Section 5.04 Approvals .

The execution and delivery of this Agreement by Purchaser and the consummation by it of the transactions contemplated by this Agreement do not require the consent, approval, order, or authorization of any Person under any agreement, contract, indenture or other instrument or Law or Judgment to which Purchaser is a party or subject or any of its property is subject, and, to Purchaser’s knowledge, no declaration, filing or registration with any Governmental Entity is required by Purchaser in connection with the execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, except for (i) filings required of Purchaser under securities laws; and (ii) those the failure of which to obtain or make would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 5.05 Litigation .

There are no Proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Affiliates by or before any arbitrator or Governmental Entity and neither Purchaser nor any of its Affiliates is bound by any Judgment which, in either case, would reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation of the transactions contemplated hereby.

Section 5.06 Available Funds .

Purchaser has sufficient funds for the payment of the Purchase Price and to perform its obligations under this Agreement.

Section 5.07 Brokerage Fees .

Purchaser has not retained any financial advisor, broker, agent or finder or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby or any transaction of like nature.

Section 5.08 No Other Representations or Warranties .

Except for the representations and warranties contained in this Article V, Sellers and the Company acknowledge that neither Purchaser nor any other Person on behalf of Purchaser makes any other express or implied representation or warranty with respect to Purchaser or with respect to any other information provided to Sellers or the Company in connection with the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS

Section 6.01 Interim Operations of the Company .

(a) From the date of this Agreement to the earlier of the Closing or termination of this Agreement, except as ( w ) required by Law, ( x ) specifically permitted or

required by this Agreement or the TCA Purchase Agreement, ( y ) required by any contracts, agreements, commitments, leases, sales contracts and other agreements to which the Company or a Company Subsidiary is a party as of the date of this Agreement to the extent copies of which have been provided to Purchaser or ( z ) otherwise consented to in writing by Purchaser (not to be unreasonably withheld or delayed) (collectively, the “ Permitted Operations ”), the Company will conduct its business in all material respects in the ordinary course consistent with past practice and use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) keep available the services of its present officers, (iii) preserve its relationships with clients, suppliers, customers, distributors and others having significant business dealings with it, (iv) maintain all material licenses and material Permits required for the operation of its business in the ordinary course, (vi) maintain all material assets in good repair and condition other than those disposed of in the ordinary course of business consistent with past practices, (vii) maintain all Insurance Policies, and (viii) maintain its books of account and records in the usual, regular and ordinary manner.

(b) Except with respect to the Permitted Operations, notwithstanding Section 6.01(a), the Company shall not from the date of this Agreement to the earlier of the Closing or termination of this Agreement pursuant to and in accordance with Section 8.02:

(i) amend its Organizational Documents;

(ii) merge or consolidate with, or acquire all or substantially all of the assets, or business of, any Person or other business organization or division thereof;

(iii) redeem, repurchase, split, combine or reclassify its outstanding equity interests or declare, set aside, make or pay any dividend or other distribution in respect of its equity interests other than (A) distribution to Sellers of the proceeds received by the Company and Petro GP from the sale of the limited partnership interests of the Operating Company pursuant to the TCA Purchase Agreement or (B) the cancellation of Company Options as contemplated by Section 7.02(d) or (C) Tax distributions made in accordance with its Organizational Documents;

(iv) issue or sell (or agree to issue or sell) any of its equity interests, or any options, warrants, conversion or other rights to purchase any of its equity interests or securities convertible into or exchangeable for such equity interests (other than upon the exercise or conversion of options, warrants or convertible securities outstanding on the date hereof), or grant, or agree to grant, any such options or modify or alter the terms of any of the above; provided, however, the Company may amend the terms of the Company Options to the extent necessary to satisfy its obligation pursuant to Section 7.02(d);

(v) (A) incur any Indebtedness (B) issue or sell any debt securities, (C) vary the material terms of any contract, agreement, commitment or arrangement with respect to Indebtedness or any debt securities, or (D) other than in the ordinary course of business enter into, modify in any material respect or terminate any Material Contract;

(vi) take any steps to mortgage or pledge to secure any obligation, or subject to any Lien (other than Permitted Liens), any of its properties other than pursuant to the terms of the Indebtedness set forth in Schedule 1.01(c) as in effect on the date hereof;

(vii) grant to any present or former director, officer or consultant any compensation or benefits in any form, or any severance or termination pay, or make any loan to or enter into any employment agreement, collective bargaining agreement or arrangement with any such Person;

(viii) hire any Person or adopt or enter into any employee benefit plan, program or arrangement;

(ix) commence any voluntary petition, proceeding or action under any bankruptcy, insolvency or other similar Laws;

(x) make or institute any material change in its accounting procedures or practices from those in effect as of December 31, 2006 unless mandated by GAAP;

(xi) make, revoke or change any material Tax election (other than elections with respect to the Company (A) that are with respect to Income Taxes reported on the Partnership Tax Returns of the Company, (B) have no effect with respect to Tax matters of the Company or any Company Subsidiary after the Closing Date and (C) that do not relate to any Company Subsidiary that is treated as a corporation for purposes of any Income Tax) or settle or compromise any material Tax Liability of the Company or any Company Subsidiary;

(xii) sell, lease, transfer or otherwise dispose of any of its assets other than as contemplated by the TCA Purchase Agreement, or (B) enter into, or consent to the entering into of, any agreement granting a preferential right to sell, lease or otherwise dispose of any of such assets;

(xiii) incur or commit to incur any capital expenditures,

(xiv) compromise or settle any material litigation;

(xv) compromise or settle any material claim;

(xvi) take or knowingly omit to take, or knowingly permit to be taken, any action that would cause those representations and warranties of the Company and the Operating Company set forth in the second sentence of Section 3.12(a) of the TCA Purchase Agreement or the second sentence of Section 3.12(b) of the TCA Purchase Agreement to be untrue as if such representations and warranties were made as of the Closing, other than actions taken pursuant to Sections 6.13 or 6.14(c) of the TCA Purchase Agreement; or

(xvii) authorize or agree to take any of the actions set forth in the foregoing subparagraphs (i) through (xvi).

Notwithstanding any provision contained in this Agreement, any action taken by the Company which is permitted under this Section 6.01 shall not constitute a misrepresentation or breach of any representation, warranty or covenant.

Section 6.02 Access to Information .

From the date of this Agreement to the earlier of the Closing or the termination of this Agreement, the Company and each Company Subsidiary shall upon reasonable notice, (a) afford to the officers, employees, accountants, counsel and other representatives of Purchaser reasonable access, during normal business hours, to all of the properties, books, contracts, commitments and records of the Company and each Company Subsidiary and to their agents, accountants and counsel ; provided that nothing herein shall require the provision of such access to the extent it would interfere unreasonably with the normal business or operations of the Company or the Company Subsidiaries and (b) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Company and the Company Subsidiaries as Purchaser may from time to time reasonably request in connection with the transactions contemplated by this Agreement. Prior to Closing, Purchaser will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and the Company Subsidiaries, and provided to Purchaser in connection with the transactions contemplated by this Agreement in accordance with the provisions of the existing confidentiality agreements between the Company and Purchaser dated as of February 28, 2007 (collectively the “ Confidentiality Agreement ”), provided public disclosure which Purchaser or any of its Affiliates are advised by counsel is required by Law or the rules of any national securities exchange or automated quotation system to be disclosed by Purchaser or any of its Affiliates shall not be deemed a violation of Purchaser’s obligations under this Section 6.02 or under the Confidentiality Agreement. Notwithstanding the foregoing, nothing contained herein shall require the Company or the Company Subsidiaries to disclose or otherwise provide any information if such disclosure would (i) jeopardize any attorney-client or other legal privilege, or (ii) contravene any applicable Law or any binding agreement entered into by the Company or the Company Subsidiaries (including any confidentiality agreement to which the Company or any Company Subsidiary is a party).

Section 6.03 Consents and Approvals .

(a) Subject to the terms and conditions of this Agreement, each Seller, the Company and Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement by any Governmental Entity (which actions shall include furnishing all information required by

applicable Law in connection with approvals of or filings with any Governmental Entity), (ii) to obtain any other Requisite Regulatory Approvals in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iii) to take any action necessary to defend vigorously, lift, mitigate or rescind the effect of any litigation or administrative proceeding involving any Governmental Entity adversely affecting this Agreement or the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision.

(b) Without limiting the generality of the undertakings and subsection (a) of this Section 6.03 and subject to appropriate confidentiality protections, each party shall furnish to the other parties such necessary information and reasonable assistance as the other party may request in connection with the foregoing.

Section 6.04 Publicity .

Prior to the Closing, none of the Company, Sellers or Purchaser or any of their agents or representatives shall issue or cause the publication of any press release or other public statement or announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of Sellers and Purchaser (such consent not to be unreasonably withheld or delayed), except as may be required by Law, or by the rules of any national securities exchange or automated quotation system to which the Purchaser or any Affiliate of Purchaser is or becomes subject p rovided , that Purchaser has provided a draft to the Company and a reasonably opportunity to review and comment (not to be unreasonably delayed), Purchaser may issue such press releases or other public statements or announcements as it reasonably determines necessary and advisable in connection with its investor relations program, conducted in the normal course, without the prior approval of the Company.

Section 6.05 Notification of Certain Matters .

From the date of this Agreement until the earlier of the Closing or termination of this Agreement:

(a) each party shall give prompt notice to the other parties of the occurrence or non-occurrence of any event or events the occurrence or non-occurrence of which, individually or in the aggregate, would make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely; and

(b) If prior to the Closing, the Company has knowledge of any event, condition, fact or circumstance that existed on the date hereof and was required to be disclosed on the Company Disclosure Letter as of the date hereof and was omitted from the Company Disclosure Letter, then the Company shall promptly deliver to Purchaser an update to the Company Disclosure Letter specifying such change. No such update shall be deemed to supplement or amend the Company Disclosure Letter for the purpose of determining whether any of the conditions set forth in Section 6.02 have been satisfied. This Section 6.05 shall not constitute a covenant or agreement for the purposes of Sections 7.02(b) or 7.03(b).

Section 6.06 Directors’ and Officers’ Indemnification .

(a) From and after the Closing, the Company will indemnify and hold harmless each present and former director or officer of the Company (individually a “ Covered Party ” and collectively the “ Covered Parties ”), with respect to any Proceedings and/or damages, penalties, Judgments, assessments, losses, costs and expenses (including, but not limited to, attorneys’ fees) based in whole or in part on, or arising in whole or in part out of any matter arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company is permitted under applicable Law. In the event of any such Proceeding, (i) each Covered Party will be entitled to advancement of expenses incurred in the defense of any Proceeding from the Company within ten Business Days of receipt by Purchaser from the Indemnified Party of a request therefor, (ii) neither Purchaser nor the Company shall settle, compromise or consent to the entry of any Judgment in any existing or threatened Proceeding with respect to which indemnification has been sought by such Covered Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Covered Party from all Liability arising out of such Proceeding or such Covered Party otherwise consents, and (iii) Purchaser and the Company shall cooperate in the defense of any such matter.

(b) The Organizational Documents of the Company shall contain provisions no less favorable with respect to indemnification and exculpation of Covered Persons than are presently set forth in the Company’s Organizational Documents, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would adversely affect the rights thereunder of any Covered Person.

(c) If the Company or any of its successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving company of such consolidation or merger, or (ii) shall transfer all or substantially all of its assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume all of the obligations of the Company set forth in this Section 6.06.

(d) The provisions of this Section 6.06 are intended to be in addition to the rights otherwise available to the current and former officers and directors of the Company by Law, or under any employee plan or other agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Covered Parties and their heirs and legal representatives.

Section 6.07 Additional Agreements .

Subject to the terms and conditions of this Agreement, each party hereto agrees to execute such further instruments or documents as the other parties hereto may from time to time reasonably request in order to confirm or carry out the transactions contemplated by this Agreement; provided that no such instrument or document shall expand a party’s liability beyond that contemplated in this Agreement.

Section 6.08 No Solicitation or Negotiation .

The Company and Sellers agree that from the date of this Agreement to the earlier of the Closing or the termination of this Agreement, none of Sellers and the Company shall, and

each shall use commercially reasonable efforts to cause their respective directors, officers, employees and representatives not to, directly or indirectly (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to (A) any acquisition or purchase of all or any material portion of the Company’s or any Company Subsidiary’s business or assets or any Interests or other equity interests of any Company Subsidiary or (B) any merger, consideration or other business combination with any of the Company or any Company Subsidiary, (ii) participate in any discussions, negotiations and other communications, regarding or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing or (iii) consider, entertain or accept any proposal from any Person to do any of the foregoing; provided that notwithstanding anything herein to the contrary, any actions taken by the Company or a Company Subsidiary in accordance with or otherwise permitted by Section 6.01 shall not be deemed to be a violation of this Section 6.08.

Section 6.09 Repayment/Repurchase of Outstanding Indebtedness .

(a) Provided HPT makes the 2014 Prepayment Loan, the Company shall, prior to any of the transfers contemplated by Section 6.13 of the TCA Purchase Agreement, take or cause to be taken all action necessary under the 2014 Indenture to cause all of the 2014 Notes to be redeemed not later than 45 days following the Closing and to satisfy and discharge the 2014 Indenture and all of the 2014 Notes in accordance with the 2014 Indenture (including Section 9.1 of the 2014 Indenture) on the Closing Date. Immediately prior to the closing under the TCA Purchase Agreement (the “ TCA Closing ”) and prior to any of the transfers contemplated by Section 6.13 of the TCA Purchase Agreement (but subject to the receipt of evidence satisfactory to Purchaser that all conditions to the discharge of the 2014 Indenture and the 2014 Notes under Section 9.1 of the 2014 Indenture, including the delivery of the officers certificate and opinion of Company counsel required to be delivered to the trustee under Section 9.1 of the 2014 Indenture, will be satisfied immediately upon the making of such loan), Purchaser will loan (the “ 2014 Prepayment Loan ”) to the Company in immediately available funds an amount sufficient to discharge of the 2014 Indenture on the Closing Date.

(b) If the Operating Company obtains the “Credit Facility Notice Waiver” (defined in the TCA Purchase Agreement), then immediately prior to the TCA Closing and prior to any of the transfers contemplated by Section 6.13 of the TCA Purchase Agreement, Purchaser will loan (the “ Credit Facility Loan ”) to the Operating Company in immediately available funds an amount sufficient to repay in full all outstanding indebtedness under the Credit Facility (including any breakage costs, fees, expenses, costs, commitment fees, penalties, and other amounts payable to the Credit Facility Agent or the Credit Facility Lenders under the Credit Facility but excluding any amounts required to cash collateralize any letters of credit that will remain outstanding under the Credit Facility), and to otherwise terminate the commitments and agreements evidencing the Credit Facility and obtain the release of all liens and guaranties securing such obligations and the Company will cause the Operating Company on the Closing Date and immediately prior to the TCA Closing to pay such amount to the Credit Facility Agent for such purposes.

(c) Purchaser will loan (the “ Covenant Defeasance Loan ”) to the Operating Company on the Closing Date funds sufficient to, and the Company will cause the Operating Company prior to any of the transfers contemplated by Section 6.13 of the TCA Purchase Agreement to use such funds to, effect a covenant defeasance of the Operating Company Indenture pursuant to Article IX of the Operating Company Indenture on the Closing Date based on a redemption of the Operating Company Notes on February 15, 2008.

(d) It shall be a condition of Purchaser’s obligation to make the 2014 Prepayment Loan, the Credit Facility Loan, and the Covenant Defeasance Loan, or any of them, that all conditions to the obligations of TCA and the “Sellers” (defined in the TCA Purchase Agreement) under the TCA Purchase Agreement (other than any conditions that, by their terms, cannot be satisfied until the TCA Closing) have been satisfied or waived by the party entitled to the benefit thereof.

(e) Each of the 2014 Prepayment Loan, the Credit Facility Loan, and the Covenant Defeasance Loan, if made, shall bear interest, in arrears, at the annual rate of 6% and shall be payable on demand on or after the first Business Day following the Closing Date or termination of this Agreement.

(f) At or prior to the TCA Closing all Intercompany Indebtedness (other than Intercompany Indebtedness between the Operating Company and its Subsidiaries) shall be repaid in full.

Section 6.10 No Control of Other Party’s Business .

Nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the Company’s or any Company Subsidiary’s operations prior to the Closing, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Purchaser’s or any of its Subsidiary’s operations prior to the Closing. Prior to the Closing, the Company and Purchaser shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 6.11 Additional Financial Statements .

If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) the Company shall request that KPMG LLP (“ KPMG ”), its independent accountants, prepare consolidated balance sheets and statements of income, cash flows and results of operations (the “ Additional Financial Statements ”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without

limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). Without limiting the generality of the foregoing, the Company agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use of such Additional Financial Statements in any such registration statement, document or circular and (z) execute and deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.11 and any information utilized in connection therewith; provided, however, the foregoing shall not be deemed to limit any rights to indemnification any of the parties hereto may have pursuant to Article IX herein.

Section 6.12 Transfers of Assets .

The Company shall cause the Operating Company to make the distributions and assignments contemplated by Section 6.13 of the TCA Purchase Agreement in accordance therewith immediately following the consummation of the transactions contemplated by Section 6.9, but prior to the TCA Closing, and contemporaneously the Company and Petro GP shall contribute to the Operating Company all of its assets other than assets that would be “Transferred Assets” (defined in the TCA Purchase Agreement) if owned by the Operating Company, including the Company’s equity interests in Petro Financial, but excluding the Company’s equity interests in Petro GP and the REIT Subsidiary.

Section 6.13 Real Property Matters .

Prior to the Closing, the Company and the Company Subsidiaries shall reasonably cooperate with Purchaser in connection with Purchaser’s procurement of surveys and/or title insurance policies insuring title to the Transferred Owned Properties (including the property identified in Schedule 6.14(c) of the TCA Purchase Agreement) and leasehold title to the Transferred Leased Properties (excluding the property identified in Schedule 6.14(c) of the TCA Purchase Agreement), including without limitation, executing, or causing the Company, any Company Subsidiary and any member of the Cardwell Group to execute, any reasonable and customary certificates, affidavits or other documents (such as non-imputation affidavits) required by title companies issuing such policies.

Section 6.14 Conduct of Business of Purchaser .

Purchaser agrees that, between the date of this Agreement and the earlier of the Closing and termination of this Agreement, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article V to be untrue in any material respect; or (ii) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Purchaser to consummate the

transactions contemplated by this Agreement.

Section 6.15 Section 1445 Certifications and IRS Form W-9 .

Each Seller shall, and the Cardwell Group shall cause TSP to, prior to the Closing, deliver or cause to be delivered to Purchaser (i) a certification, in a form reasonably satisfactory to Purchaser, that such Person is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code and (ii) a valid IRS Form W-9 indicating that no back-up withholding is required. If any such Person has not provided such certifications and IRS Form W-9 to Purchaser on or before the Closing Date, Purchaser shall be permitted to deduct and withhold from the dollar amount payable to such Person under this Agreement an amount equal to any required withholding Tax under Section 1445 of the Code or any applicable back-up withholding, which withheld amounts shall be promptly paid over to the relevant Governmental Entity and will be treated for all purposes hereof as having been paid to such Person in respect of which such deduction and withholding was made.

Section 6.16 Tax Sharing Agreements .

All Tax sharing agreements or similar agreements (including without limitation any obligation to make tax distributions) with respect to or involving the Company or any Company Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, no such Person shall be bound thereby or have any liability thereunder.

ARTICLE VII

CONDITIONS

Section 7.01 Conditions to the Obligations of All Parties .

The respective obligations of each Seller and Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) at or prior to the Closing of the following condition: the re shall not be any Judgment or Law restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; provided , however , that no party hereto may invoke this condition unless and until such party has complied with its obligations under Section 6.03.

Section 7.02 Conditions to the Obligations of Purchaser .

The obligation of Purchaser to consummate the purchase of the Company Interests is subject to the satisfaction (or waiver by Purchaser, as applicable) at or prior to the Closing of the following further conditions:

(a) the representations and warranties of the Company contained in Article III and of each Seller contained in Article IV shall be true and correct when made and at and as of the Closing as if made at and as of the Closing (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time

which need only be true and correct as of such date or with respect to such period), except where the failure of such representations or warranties to be true and correct (without giving effect to any “materiality” or “Company Material Adverse Effect”) qualifiers set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided , however , that notwithstanding the foregoing, the representations and warranties set forth in Section 3.03, 3.04, 4.02 and 4.03 and the representations and the warranties set forth in the second sentence of Section 3.08(a) shall be true and correct in all respects at and as of the Closing as if made at and as of the Closing;

(b) Sellers, the Company and the Company Subsidiaries shall have performed in all material respects all obligations hereunder required to be performed by them at or prior to the Closing;

(c) the Company shall have delivered to Purchaser a certificate dated as of the Closing Date as to its compliance with the conditions set forth in paragraphs (a) (with respect to its representations contained in Article III), and (b) of this Section 7.02 and each Seller shall have delivered to Purchaser a certificate (dated as of the Closing Date) as to their compliance with the conditions set forth in paragraphs (a) (with respect to its representations contained in Article IV) and (b) of this Section 7.02;

(d) no Company Option shall have been exercised after the date of this Agreement and all Company Options shall have been cancelled by the Company as of the TCA Closing;

(e) the TCA Closing shall have occurred on the same day as the Closing;

(f) the officers and directors of the Company and each of its Subsidiaries shall have resigned, in their capacity as such, provided except with respect to a member of the Cardwell Group, such resignation shall not affect any rights a Person has as an employee of the Operating Company; and

(g) each Seller shall have delivered an Assignment of Interest in the form of Exhibit A to Purchaser and each general partner of the Company shall have withdrawn as a general partner and a Person designated by Purchaser shall have been admitted to the Company as its sole general partner.

Section 7.03 Conditions to the Obligations of Sellers .

The obligations of Sellers to consummate the sale of the Interests are subject to the satisfaction (or waiver by Sellers) at or prior to the Closing of the following further conditions:

(a) the representations and warranties of Purchaser contained in Article V which are qualified as to materiality shall be true and correct and all such representations and warranties that are not qualified as to materiality shall be true and correct in all material respects, in each case when made and at and as of the Closing Date as if made at and as of the Closing

Date (except for those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period);

(b) Purchaser shall have paid the Purchase Price and otherwise performed in all material respects all obligations hereunder required to be performed by it at or prior to the Closing;

(c) Purchaser shall have delivered to Sellers a certificate (dated as of the Closing Date) as to compliance with the conditions set forth in paragraphs (a) and (b) of this Section 7.03);

(d) the TCA Closing shall have occurred on the same day as the Closing; and

(e) Purchaser shall have executed and delivered the Escrow Agreement.

ARTICLE VIII

CLOSING; TERMINATION

Section 8.01 Closing .

(a) Unless this Agreement shall have been terminated t he closing of the transactions contemplated hereby (the “ Closing ”, and the actual date of the Closing, the “ Closing Date ”) shall take place at the offices of Sullivan & Worcester LLP located at One Post Office Square, Boston, MA 02109, on the Business Day on which all of the conditions set forth in Article VII have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or wavier of such conditions at the Closing) or at such other place and on such other date as shall be mutually agreed to by Purchaser and Sellers; provided, however, that in no event shall the Closing occur later than the date that is thirty (30) days after the date hereof (the “ End Date ”).

(b) Anything in this Section 8.01 to the contrary notwithstanding, no extension of the date for Closing shall be effective unless the date for the TCA Closing shall have similarly been extended.

Section 8.02 Termination .

Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated:

(a) by mutual written consent of Purchaser and the Sellers Representative;

(b) by the Sellers Representative or Purchaser, if the Closing shall not have occurred on or prior to the End Date; provided, however, that the right to terminate this Agreement shall not be available to any party whose failure to fulfill any obligation under this

Agreement has been the cause of, or resulted in, the failure of the Closing occur on or prior to the End Date; or

(c) by the Sellers Representative or Purchaser if any court of competent jurisdiction or other Governmental Entity located or having jurisdiction within the United States shall have issued a final Judgment or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Judgment or other action is or shall have become final and nonappealable.

This Agreement shall automatically terminate if the TCA Purchase Agreement is terminated, without further action by the parties.

Section 8.03 Effect of Termination .

In the event of the termination of this Agreement as provided in Section 8.02, written notice thereof shall forthwith be given to the other parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void, and there shall be no liability on the part of any of the parties hereto except (i) for fraud or for willful breach of this Agreement and (ii) the confidentiality provisions of Sections 6.02, Section 8.03 and Article XII (other than Sections 12.03 and 12.09) will survive any termination of this Agreement and Purchaser shall reimburse the Company and the Company Subsidiaries for ( x ) any Reimbursable Costs to the extent paid by the Company or any Company Subsidiary prior to such termination or which are a liability of the Company or any Company Subsidiary on the date of such termination and ( y ) to the extent Debt Restructuring Costs paid by the Company or any Company Subsidiary prior to such termination or which are a liability of the Company or any Company Subsidiary on the date of such termination exceed Debt Restructuring Costs paid by Purchaser prior to such termination or which are a liability of Purchaser on the date of such termination, 50% of such excess.

ARTICLE IX

INDEMNIFICATION

Section 9.01 Survival .

(a) All covenants and agreements contained in this Agreement (including the Schedules, Annexes and Exhibits attached hereto and the certificates and affidavits delivered pursuant hereto) that contemplate performance thereof following the Closing Date will survive the Closing Date in accordance with their terms.

(b) All the representations and warranties of Sellers and the Company contained in this Agreement (including the Schedules, Annexes and Exhibits attached hereto and the certificates and affidavits delivered pursuant hereto) will survive the Closing Date (i) indefinitely in the case of representations and warranties set forth in Section 3.03, 3.04, 4.02 and 4.03, (ii) until the expiration of the applicable statute of limitations plus 30 days in the case of the representations and warranties set forth in Section 3.09 but only to the extent such representations and warranties relate to Income Taxes, and (iii) until the 12-month anniversary

of the Closing Date in the case of any other representations or warranties, at which point such representations and warranties and any claim for indemnification on account thereof will terminate except with respect to any Purchaser Claim for which a Purchaser Claims Notice has been delivered to the Sellers Representative by Purchaser pursuant to this Article IX prior to the termination date.

(c) All representations and warranties of Purchaser contained in this Agreement (including the Schedules, Annexes and Exhibits attached hereto and the certificates and affidavits delivered pursuant hereto) will survive the Closing Date (i) indefinitely in the case of the representations and warranties set forth in Section 5.02 and (ii) until the 12-month anniversary of the Closing Date in the case of any other representations or warranties, at which point such representations and warranties and any claim for indemnification on account thereof will terminate except with respect to any Seller Claim for which a Seller Claims Notice has been delivered to Purchaser prior to the termination date.

Section 9.02 Indemnification by a Purchaser .

Subject to the terms and conditions of this Article IX, from and after the Closing, Purchaser will indemnify and hold harmless Sellers and their respective successors and permitted assigns and officers and directors and their heirs and personal representatives (collectively, the “ Seller Indemnitees ”) from and against, and will pay to the Seller Indemnitees the amount of, any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees (including, but not limited to, reasonable investigation fees), expenses (including, but not limited to, reasonable attorneys’ fees) and disbursements (collectively, “ Losses ”) actually incurred by any of the Seller Indemnitees (a) based upon any breach of or inaccuracy in the representations and warranties of Purchaser contained in Article V of this Agreement (including the certificate delivered pursuant to Section 7.03(c)) as of the date of this Agreement and as of the Closing Date, (b) based upon any breach of the covenants or agreements of Purchaser contained in this Agreement (including the certificate delivered pursuant to Section 7.03(c)) and required to be performed by it pursuant to this Agreement and (c) for SPS Income Taxes.

Section 9.03 Indemnification by Sellers .

Subject to the terms and conditions of this Article IX, from and after the Closing, each Seller, severally and not jointly, will indemnify and hold harmless Purchaser, the Company, their respective successors and permitted assigns and officers and directors and their heirs and personal representatives (collectively, the “ Purchaser Indemnitees ”) from and against any and all Losses actually incurred by any of the Purchaser Indemnitees based upon (a) any breach of or inaccuracy in the representations and warranties contained in Article III or Article IV of this Agreement (including the certificates delivered pursuant to Section 7.02(c)) as of the date of this Agreement and as of the Closing Date, and (b) any breach of the covenants or agreements of any Seller or the Company or any Company Subsidiary contained in this Agreement (including the certificates delivered pursuant to Section 7.02(c)) and required to be performed by them pursuant to this Agreement.

Section 9.04 Exclusive Remedy .

Other than for breaches of Sections 2.02(b) and 2.04 and Article XI, the parties agree that from and after the Closing Date, the exclusive remedies of any Seller Indemnitee or Purchaser Indemnitee for any Losses based upon, arising out of or otherwise in respect of the matters set forth in this Agreement or the transactions contemplated hereby are the indemnification or reimbursement obligations of the parties set forth in this Article IX. The parties further agree that, except with respect to a breach of the representations contained in Sections 4.02 and 4.03 for which each Seller shall severally and not jointly be subject to a claim for personal liability in an amount not to exceed the aggregate amount received by such Seller pursuant to Article II, no Seller shall have any personal liability under this Agreement or for any indemnification of any Purchaser Indemnitee and the Purchaser Indemnitees shall be entitled to only look to the Escrow Fund for the satisfaction of any indemnity to which they are entitled. The provisions of this Section 9.04 shall not, however, prevent or limit a party’s right to seek specific performance or injunctive relief in connection with another party’s breach of this Agreement.

Section 9.05 Limitations on Indemnification Payments to Seller Indemnitees .

Notwithstanding anything in this Agreement to the contrary,

(a) the Seller Indemnitees shall be entitled to indemnification pursuant to Section 9.02 from Purchaser only to the extent the aggregate amount of all Losses of the Seller Indemnities as a result of any breach or inaccuracy by Purchaser exceeds $3,500,000 (the “ Sellers Deductible Amount ”), provided that “Losses” of “Seller Indemnitees” (each defined in the TCA Purchase Agreement) under the TCA Purchase Agreement shall be aggregated with Losses under this Agreement in determining the Sellers Deductible Amount, it being understood and agreed that once the Sellers Deductible Amount is exceeded the Seller Indemnitees shall only be entitled to indemnification pursuant to Section 9.02 for Losses in excess of Sellers Deductible Amount;

(b) the aggregate amount of all Losses to which the Seller Indemnitees shall be entitled to indemnification from Purchaser shall not exceed the Escrow Amount;

(c) the Seller Indemnities will not be entitled to indemnification pursuant to Section 9.02 for punitive damages or for lost profits, consequential, exemplary or special damages; and

(d) no Seller Indemnitee is entitled to receive payment pursuant to this Article IX for the same Loss relating to an indemnification claim more than once.

Section 9.06 Limitations on Indemnification Payments to Purchaser Indemnitees .

Notwithstanding anything herein to the contrary:

(a) the Purchaser Indemnitees shall be entitled to indemnification pursuant to Section 9.03(a) and (b) only to the extent the aggregate amount of all Losses of the Purchaser Indemnitees as a result of any breach or inaccuracy by a Seller, the Company or a Company Subsidiary exceeds $3,500,000 (the “ Purchasers Deductible Amount ”), provided that “Losses” of the “Purchaser Indemnitees” (each defined in the TCA Purchase Agreement) under the TCA Purchase Agreement shall be aggregated with Losses under this Agreement in determining the Purchasers Deductible Amount, it being understood and agreed that once the Purchasers Deductible Amount is exceeded the Purchaser Indemnitees shall only be entitled to indemnification pursuant to Section 9.03 for Losses in excess of the Purchaser Deductible Amount; provided, however, that the limitation set forth in this Section 9.06(a) shall not apply to Losses incurred by any Purchaser Indemnitee based upon breach or inaccuracy of the representations set forth in Sections 3.03, 3.04, 3.09 (but only to the extent such representations relate to Income Taxes), 4.02 or 4.03;

(b) the Purchaser Indemnitees will not be entitled to indemnification pursuant to Section 9.03 for punitive damages or for lost profits, consequential, exemplary or special damages; and

(c) no Purchaser Indemnitee is entitled to receive payment pursuant to this Article IX for the same Loss relating to an indemnification claim more than once.

Section 9.07 Procedures.

(a) Notice of Losses by Seller Indemnitee . As soon as reasonably practicable after a Seller Indemnitee becomes aware of any claim that it has that may result in a Loss (a “ Seller Claim ”), the Seller Indemnitee shall give notice thereof (a “ Seller Claims Notice ”) to the applicable Purchaser (the “ Purchaser Indemnitor ”). A Seller Claims Notice must describe the Seller Claim in reasonable detail, and indicate the amount (estimated, as necessary) of the Loss that has been or may be suffered by the applicable Seller Indemnitee. No delay in or failure to give a Seller Claims Notice by the Seller Indemnitee to the Purchaser Indemnitor pursuant to this Section 9.07(a) will adversely affect any of the other rights or remedies that a Seller Indemnitee has under this Agreement, or alter or relieve the Purchaser Indemnitor of its obligation to indemnify the applicable Seller Indemnitee, except to the extent that the Purchaser Indemnitor is prejudiced thereby.

(b) Notice of Losses by Purchaser Indemnitee . As soon as reasonably practicable after a Purchaser Indemnitee becomes aware of any claim that it has that may result in a Loss (a “ Purchaser Claim ”) such Purchaser Indemnitee shall give Notice thereof (a “ Purchaser Claims Notice ”) to the Sellers Representative. A Purchaser Claims Notice must describe the Purchaser Claim in reasonable detail, and indicate the amount (estimated, as necessary) of the Loss that has been or may be suffered by the applicable Purchaser Indemnitee. No delay in or failure to give a Purchaser Claims Notice by a Purchaser Indemnitee to the Sellers Representative pursuant to this Section 9.07(b) will adversely affect any of the other rights or remedies that the Purchaser Indemnitee has under this Agreement, or alter or relieve the

Purchaser Indemnitee of its right to indemnification except to the extent that Sellers are prejudiced thereby.

Section 9.08 Opportunity to Defend Third Party Claims .

In the event of any claim by a third party against a Purchaser Indemnitee or Seller Indemnitee (each an “ Indemnitee ”) for which indemnification is available hereunder from Purchaser or Sellers, as applicable (each an “ Indemnifying Party ”), the Indemnifying Party has the right, exercisable by notice to the Indemnitee as applicable, within 120 days of receipt of a written notice from the Indemnitee of such claim, to assume and conduct the defense of such claim, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 9.08, the Indemnifying Party will not be liable for any legal expenses incurred by any Indemnitee in connection with the defense of such claim unless the Indemnitee determines in good faith and upon the written advice of counsel that joint representation by the Indemnifying Party’s counsel constitutes a conflict of interest. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 9.08, the Indemnitee may defend such claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article IX), and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. For so long as the Indemnifying Party is defending such claim in good faith, the Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnitee, (ii) provides for an admission of violation of any Law or the rights of any Indemnitee, or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the defense of such claim shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including, without limitation, all settlement negotiations and offers; provided, however, that neither the Indemnitee nor the Indemnifying Party shall be required to disclose any privileged information or any attorney work product in connection with the defense of any such asserted claim.

Section 9.09 Exercise of Remedies by Indemnitees.

No Purchaser Indemnitee shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless Purchaser (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. No Seller Indemnitee shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless the Sellers Representative shall have consented to the assertion of such Indemnification claim or the exercise of such other remedy.

Section 9.10 Adjustment to Purchase Price .

All indemnification, purchase price adjustments, reimbursement payments and other payments made pursuant to this Agreement subsequent to the date of this Agreement, as applicable, will be treated as an adjustment to the Purchase Price unless otherwise required by Law.

ARTICLE X

RELEASES

Section 10.01 Releases by Purchaser and the Company.

(a) For good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Purchaser, and the Company as of the Closing, for themselves and their successors and assigns (collectively, the “ Purchaser/Company Releasors ”), do absolutely and irrevocably release and discharge forever Sellers and each of their present and former representatives, stockholders, principals, officers, directors, employees, benefit plans, agents, attorneys and their successors and assignees (collectively, the “ Purchaser/Company Releasees ”), from any and all claims, debts, actions, damages, obligations, liabilities, agreements or promises of any nature whatsoever which the Purchaser/Company Releasors (or any of them) ever had, now has or hereinafter may have against the Purchaser/Company Releasees (or any of them) from the beginning of the world to the Closing Date (collectively, the “ Purchaser/Company Released Claims ”), provided , however , that the Purchaser/Company Released Claims shall not include any rights under or pursuant to this Agreement or any agreement or instrument executed in connection with the transactions contemplated hereby, including, without limitation, the indemnification provisions hereof. Nothing herein shall be deemed to release any rights any Purchaser/Company Releasor may have to make any claims under any insurance policy or policies maintained for Purchaser/Company Releasor’s benefit by any Purchaser/Company Releasee at any time on or prior to the Closing Date, including, without limitation, general liability, directors and officers, errors and omissions or malpractice insurance.

(b) Purchaser has read and understands all of the terms and conditions set forth in this Section 10.01 and their legal consequences, and has had the benefit of advice of legal counsel of its own choice. Purchaser acknowledges that there is a risk that subsequent to this general release, it may discover, incur or suffer matters that were unknown to and/or unanticipated by Purchaser or the Company at the date hereof. Purchaser agrees that this general

release applies to, and forever releases, all such matters described in the immediately preceding sentence.

Section 10.02 Releases by Sellers.

(a) For good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Sellers effective as of the Closing, for themselves and their respective successors and assigns (collectively, the “ Seller Releasors ”), do absolutely and irrevocably release and discharge forever Purchaser, the Company and their respective Subsidiaries and each of their present and former representatives, stockholders, principals, officers, directors, employees, benefit plans, agents, attorneys and each of their successors and assignees (collectively, the “ Seller Releasees ”), from any and all claims, debts, actions, damages, obligations, liabilities, agreements or promises of any nature whatsoever which the Seller Releasors (or any of them) ever had, now has or hereinafter may have against the Seller Releasees (or any of them) from the beginning of the world to the Closing Date (collectively, the “ Seller Released Claims ”), provided , however , that the Seller Released Claims shall not include any of the following: (i) any rights under or pursuant to this Agreement or any agreement or instrument executed in connection with the transactions contemplated hereby, including, without limitation, the indemnification provisions hereof, or (ii) any right of a Seller Releasor to indemnification pursuant to the Organizational Documents of the Company or the Operating Company, any employee plan or any other agreement, in each case, as in effect on the date hereof. Nothing herein shall be deemed to release any rights any Seller Releasor may have to make any claims under any insurance policy or policies maintained for such Seller Releasor’s benefit by any Seller Releasee at any time on or prior to the Closing Date, including, without limitation, general liability, directors and officers, errors and omissions or malpractice insurance.

(b) Sellers have fully read and understand all of the terms and conditions set forth in this Section 10.02 and their legal consequences, and have had the benefit of advice of legal counsel of their own choice. Sellers acknowledge that there is a risk that subsequent to this general release, they may discover, incur or suffer matters that were unknown to and/or unanticipated by Sellers at the date hereof. Each Seller agrees that this general release applies to, and forever releases, all such matters described in the immediately preceding sentence.

ARTICLE XI

TAX MATTERS

Section 11.01 Tax Treatment.

The parties shall treat the transactions contemplated by this Agreement and the TCA Purchase Agreement in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) as follows (i) (A) as a sale of 100% of the “Operating Company Interests” (as defined in the TCA Purchase Agreement) by the partners of the Operating Company and (B) thereafter as a sale of 100% of the Company Interests by Sellers, and (ii) (A) as a purchase by TCA of all of the assets of the Operating Company and assumption by TCA of all of the Operating Company’s liabilities and (B) thereafter, as a purchase by Purchaser of all of the assets of the Company and

assumption by Purchaser of all of the Company’s liabilities. The parties shall (x) treat each such transaction as occurring after all other transactions, including those contemplated by Section 6.13 and 6.14 of the TCA Purchase Agreement, on the Closing Date and (y) treat the transactions described in Sections 11.01(i)(A) and 11.01(ii)(A) as occurring prior to the transactions described in Sections 11.01(i)(B) and 11.01(ii)(B).

Section 11.02 Tax Returns .

(a) Partnership Tax Returns . After the Closing Date, the Sellers Representative, at its own cost and expense, shall be responsible for preparing and timely filing all Partnership Tax Returns, for each of the Company and any of its Subsidiaries as of the Closing Date that is treated as a partnership or disregarded entity for federal Income Tax purposes, for all Tax periods ending on or before the Closing Date. Such Partnership Tax Returns will report the operations of the Company, and its Subsidiaries, as applicable, in accordance with applicable Law. To the extent permitted by applicable Law, the Sellers Representative shall cause such Partnership Tax Returns to be filed and signed by a pre-Closing partner of the Company. The Sellers Representative shall pay or cause Sellers to pay any Taxes that are due (i) with respect to any Partnership Tax Returns that are the responsibility of the Sellers Representative pursuant to this Section 11.02(a), including any applicable state or local Tax withholding on the income reported on such Partnership Tax Returns and (ii) any applicable federal, state or local withholding Taxes with respect to distributions from the Company or the Operating Company to their respective partners. If, and to the extent, Purchaser or its Affiliate is required under applicable Law to sign, authorize a Seller to sign and/or participate in any Partnership Tax Return for any period ending on or prior to the Closing Date, the Sellers Representative shall provide Purchaser a copy of such Partnership Tax Return at least ten (10) days prior to its due date, and Purchaser shall cooperate with respect to the filing of such Partnership Tax Return pursuant to Section 11.06 hereof. For the avoidance of doubt, a Partnership Tax Return’s use of a purchase price allocation in accordance with Section 1060 of the Code, even if different than Purchaser’s allocation, shall not be considered unreasonable. If the Sellers Representative prepares a Partnership Tax Return showing SPS Income Taxes are due, the Sellers Representative shall provide Purchaser a copy of such Partnership Tax Return at least ten (10) days prior to its due date, and such Tax Return shall be subject to Purchaser’s reasonable review and approval.

(b) Other Tax Returns . Except as set forth in Section 11.02(a) or Section 11.05, Purchaser shall, at it own cost and expense, be responsible for preparing and filing all Tax Returns of the Company or any of its Subsidiaries that are due following the Closing Date, subject to Purchaser’s right to indemnification under Article IX hereof.

Section 11.03 Post-Closing Audits.

(a) Purchaser shall notify the Sellers Representative in writing within 20 days after receipt by Purchaser or the Company or its Subsidiaries of written notice of the commencement of any official inquiry, examination, audit or other administrative or judicial proceeding (“ Audit ”) regarding any Tax Return or Taxes for any Pre-Closing Tax Period; provided, that the failure to provide such notice shall not relieve Sellers of their obligations

pursuant to Article IX or this Article XI, except to the extent Sellers are actually prejudiced thereby. The Sellers Representative shall notify Purchaser in writing within 20 days after receipt by the Sellers Representative or any Seller of written notice of the commencement of any Audit regarding any Tax Return (other than with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably be expected to involve any potential liability on the part of the Company, the Operating Company, Purchaser or any of their post-Closing Affiliates and (ii) does not result in SPS Income Taxes) or Taxes of the Company, or any of its Subsidiaries.

(b) Provided that Sellers may be responsible under Article IX or XI for any Taxes that might result, the Sellers Representative shall have the right, exercised by written notice given to Purchaser within 20 days after delivery or receipt by the Sellers Representative of a notice pursuant to Section 11.03(a), on behalf of Sellers and at the expense of Sellers, to control the handling, disposition and/or settlement of any Audit regarding any Pre-Closing Tax Period; provided, that the Sellers Representative shall defend such Audit diligently and in good faith, and shall keep Purchaser reasonably informed as to the status of and material developments in such Audit and provide Purchaser with copies of any written materials relating to such Audit received from or submitted to any Governmental Entity; provided further that if such Audit could have an adverse impact on Purchaser or any of its Affiliates or Subsidiaries (1) the Sellers Representative shall consult with Purchaser before taking any significant action in connection with such Audit; (2) the Sellers Representative shall offer Purchaser a reasonable opportunity to comment before submitting to any Governmental Entity any written materials prepared or furnished in connection with such Audit; (3) Purchaser (or an Affiliate of Purchaser) shall be entitled to participate, at its own expense, in such Audit, including by attending meetings with the relevant Governmental Entity; and (4) the Sellers Representative shall not settle, compromise or abandon the Audit without obtaining prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative fails to exercise its right to control the conduct of any Audit described in this Section 11.04(b), Purchaser may, to the extent such Audit relates to Purchaser or the Company or the Company’s Subsidiaries, conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, and except with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably be expected to involve any potential liability on the part of the Company, the Operating Company, Purchaser or any of their post-Closing Affiliates and (ii) does not result in SPS Income Taxes, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Period.

(c) Purchaser shall have the right, at its own expense, to exercise control over the handling, disposition and/or settlement of any Audit regarding any Tax Return other than as described in Section 11.03(b) above (including the right to settle or otherwise terminate any contest with respect thereto); provided, that in the case of any Tax Return for a period beginning before the Closing Date, Purchaser shall not settle any issue that would result in a required indemnification payment by Sellers under Article IX or XI without the prior consent of the Sellers Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) (i) The Sellers Representative shall notify Purchaser if, in the course of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity.

Section 11.04 Transfer Taxes .

Except for any Transfer Taxes (as defined below) which result from the actions taken pursuant to Section 6.13 and Section 6.14(c) of the TCA Purchase Agreement (which Transfer Taxes shall be Reimbursable Costs), all transfer, real estate transfer, excise, sales, use, documentary, stamp Taxes and all conveyance fees, recording charges and other similar Taxes (including interest, penalties and additions to any such Taxes) in each case including any such Taxes or fees levied upon the transfer of stock or other equity interests in an entity on account of such entity’s direct or indirect ownership of real estate (“ Transfer Taxes ”) incurred in connection with the transactions contemplated by this Agreement shall be paid one-half by Purchaser and one-half by Sellers. Purchaser and Sellers agree to use commercially reasonable efforts to cooperate with respect to minimizing any such Transfer Taxes. Purchaser shall prepare and file all necessary Tax Returns and other documentation with respect to such Transfer Taxes. Sellers shall reimburse Purchaser one-half of the cost and expense of preparing and filing such Tax Returns. In addition, Purchaser shall provide any Tax forms or other information reasonably requested by the Sellers Representative for the purpose of reducing fuel excise Taxes.

Section 11.05 Tax Cooperation .

From and after the Closing Date, each of Purchaser, the Sellers Representative and Sellers shall, at the cost of the requesting party, cooperate, as reasonably requested, in connection with the preparation and filing of any Tax Returns of the Company or any of its Subsidiaries and in connection with any Audits with respect to Taxes or Tax Returns. Such cooperation shall include the retention and (upon the other party’s request, at the requesting party’s cost and expense) the provision of records and information which are reasonably relevant to any such Audit. Purchaser and Sellers shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Purchaser and Sellers agree that TCA may, at TCA’s sole option, discretion and cost, which shall include all Tax liabilities resulting from such elections, make an election under Section 338 of the Code (and any corresponding election under state, local, or foreign Tax Law) with respect to deemed purchase of the stock of any Company Subsidiary hereunder and each Seller agrees to cooperate with respect to any such election. Purchaser, Sellers Representative and each Seller each agree to (i) treat each Special Purpose Subsidiary as a disregarded entity under Treasury Regulation Section 301.7701-2 and -3 (and as a disregarded entity for state and local Tax purposes to the maximum extent possible) for any Pre-Closing Tax Period and any Tax period that includes the Closing Date, (ii) not make any affirmative election (such as on IRS Form 8832) contrary to such disregarded entity status and (iii) take steps at Purchaser’s request and expense to minimize any SPS Income Taxes.

Section 11.06 Conflicts .

In the event of a conflict between the provisions of this Article XI and Article IX, this Article XI shall exclusively govern any matters relating to Taxes.

ARTICLE XII

GENERAL PROVISIONS

Section 12.01 Costs and Expenses.

Except as otherwise specifically provided herein, each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Section 12.02 Notices.

All notices or other communications required or permitted by this Agreement shall be effective upon receipt and shall be in writing and delivered personally or by overnight courier (with proof of delivery), or sent by facsimile, as follows:

(i) if to Purchaser, to:

Hospitality Properties Trust
400 Centre Street
Newton, MA 02458
Attn.: President
Facsimile: (617) 332-2261

with a copy to (which shall not constitute notice):

Sullivan & Worcester LLP
One Post Office Square
23 rd Floor
Boston, MA 02109
Attn.: Richard Teller
Facsimile: (617) 338-2880

(ii) if to the Company, to:

Petro Stopping Centers Holdings, L.P.
6080 Surety Drive
El Paso, TX 79905

Attention: Edward Escudero

Facsimile: (915) 773-7366

with a copy to (which shall not constitute notice):

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Thomas M. Cerabino

Richard L. Reinhold

Facsimile: (212) 728-8111

(iii) if to the Sellers Representative, to:

Edward Escudero

3820 Hillcrest

El Paso, TX 79902

Facsimile: (915) 774-7336

with a copy to (which shall not constitute notice):

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Thomas M. Cerabino

Richard L. Reinhold

Facsimile: (212) 728-8111

(iv) if to Mobil Long Haul, Inc.:

ExxonMobil Fuels Marketing Company, Global Planning

3225 Gallows Road, Room 5D0211

Fairfax, VA 22037

Attention: Peter A. Tunnard

Facsimile: (262) 313-5195

(v) if to Volvo Petro Holdings LLC:

CT Corporation

1209 Orange Street

Wilmington, DE 19801

Attention: Michele Aacione

Facsimile: (302) 655-2480

(vi) if to a Seller (other than as set forth in (iv) or (v) above) to:

J.A. Cardwell, Sr.

817 Rosinante

El Paso, TX 79922

Facsimile: (915) 581-7481

and

James A. Cardwell, Jr.

5772 Diamond Point

El Paso, TX 79912

Facsimile: (915) 581-7481

with a copy to (which shall not constitute notice):

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attention: Thomas M. Cerabino

Richard L. Reinhold

Facsimile: (212) 728-8111

or to such other address as hereafter shall be furnished as provided in this Section 12.02 by any of the parties hereto to the other parties hereto. Each such communication will be effective (a) if delivered personally or overnight courier (with proof of delivery), when such delivery is made at the address specified in this Section 12.02, or (b) if delivered by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 12.02 and appropriate confirmation is received (provided that if notice is given by facsimile, a copy of such notice, request, instruction or other communication shall also be followed-up within one (1) Business Day of such facsimile by one of the other methods described herein; notwithstanding such follow-up, however, facsimile notice shall be deemed to be given at the time set forth in this Section 12.02); provided, however, that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day.

Section 12.03 Sellers Representative.

(a) Edward Escudero shall be constituted and appointed as the “ Sellers Representative ” under this Agreement and under the Escrow Agreement. No bond shall be required of the Sellers Representative.

(b) The Sellers Representative has a duty to serve in good faith the interests of Sellers but shall not be liable to Sellers for any act done or omitted under this Agreement or under the Escrow Agreement as the Sellers Representative while acting in good faith and in the exercise of reasonable judgment and any act done or omitted on the advice of counsel shall, as between the Sellers Representative and Sellers shall be conclusive evidence of such good faith. The Sellers Representative shall be indemnified and held harmless by Sellers from and against any and all claims, expenses, demands, judgments, amounts paid in settlement and other losses ( including , without limitation , reasonable attorneys’ fees) asserted against or incurred by the

Sellers Representative based on acts or omissions taken or omitted by Sellers Representative in his capacity as Sellers Representative.

(c) Purchaser shall be entitled to deal exclusively with the Sellers Representative on all matters relating to Article II, Article VIII, Article IX and Article XI and the Escrow Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Sellers Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers Representative, as fully binding upon such Seller.

(d) At the Closing, the Reserve Fund shall be deposited with the Sellers Representative by wire transfer of immediately available funds to a bank account designated by the Sellers Representative (the “ Reserve Fund Account ”). The Reserve Fund shall be held by the Sellers Representative in the Reserve Fund Account and shall be used by the Sellers Representative to pay (i) any costs or expenses the Sellers Representative may incur from time to time in performing his duties hereunder (including, without limitation, pursuant to Section 2.02 and Articles IX and XI) or under the Escrow Agreement, (ii) any Transfer Taxes payable by Sellers pursuant to this Agreement or the TCA Purchase Agreement or (iii) any costs or expenses incurred by Sellers pursuant to any indemnity or similar obligation given by Sellers under this Agreement or any other agreement or document executed pursuant thereto or in connection therewith relating to any Liens or encumbrances affecting any of the Transferred Owned Properties or Transferred Leased Properties. Any amounts remaining on deposit in the Reserve Fund shall be released to the Applicable Sellers (pro rata in the same percentage used at the Closing to establish the Reserve Fund) promptly following the determination by the Sellers Representative that, in its reasonable judgment, such Reserve Fund is no longer necessary to pay the costs, expenses and Transfer Taxes contemplated in this Section 12.03(d).

Section 12.04 Counterparts.

This Agreement may be executed and delivered (including by facsimile transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute a single instrument.

Section 12.05 Entire Agreement.

This Agreement (including the Exhibits, Annexes, Schedules and the Company Disclosure Letter referred to herein) and the Confidentiality Agreement set forth the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, among the parties, of any and every nature with respect thereto.

Section 12.06 Governing Law; Exclusive Jurisdiction.

This Agreement shall be governed in all respects, by the laws of the State of Delaware including validity, interpretation and effect, without regard to principles of conflicts of law. The parties hereto irrevocably and unconditionally consent to submit to the exclusive

jurisdiction of the courts of the State of Delaware for any lawsuits, actions or other proceedings arising out of or related to this Agreement and agree not to commence any lawsuit, action or other proceeding except in such courts. The parties hereto further agree that service of process, summons, notice or document by mail to their addresses set forth above shall be effective service of process for any lawsuit, action or other proceeding brought against them in any such court. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding arising out of or related to this Agreement in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 12.07 Third Party Rights; Assignment.

Except as specified in Section 6.06, this Agreement is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. This Agreement and the obligations of the Company, the Company Subsidiaries and Sellers shall not be assignable without the prior written consent of Purchaser. The rights of Purchaser under this Agreement may be assigned, in whole or in part, to any third party provided Purchaser shall remain liable for all obligations of Purchaser hereunder.

Section 12.08 Waivers and Amendments.

(a) This Agreement may be amended only in writing by each of the parties hereto. No modification of or amendment to this Agreement shall be valid unless in a writing signed by the parties hereto referring specifically to this Agreement and stating the parties’ intention to modify or amend the same.

(b) Any party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby and referring specifically to the term or condition to be waived. The failure of any party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

Section 12.09 Schedules.

Disclosure of any fact or item in any Schedule or in any Section of the Company Disclosure Letter shall not be deemed to constitute an admission that such item or fact is material for the purposes of this Agreement. The fact that any item of information is disclosed in any Company Disclosure Letter shall not be construed to mean that such information is required to be disclosed by this Agreement.

Section 12.10 Bulk Transfer Laws . Purchaser acknowledges that the Company, the Company Subsidiaries and Sellers have not taken, and do not intend to take, any action

required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and Purchaser hereby waives compliance by the Company, the Company Subsidiaries and Sellers and their respective Affiliates with any bulk sale or bulk transfer Laws or similar Laws that may be applicable to the transactions contemplated hereby.

Section 12.11 Enforcement.

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof and costs of enforcement (including attorneys fees); this being in addition to any other remedy to which such parties are entitled at law or in equity.

Section 12.12 Headings; Interpretation.

The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” 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. The word “or” shall not be exclusive. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 12.13 Nonliability of Trustees.

THE DECLARATION OF TRUST ESTABLISHING PURCHASER, 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 “HOSPITALITY 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 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.

[ signature page follows ]

IN WITNESS WHEREOF , this Agreement has been executed and delivered as of the date first written above.

HOSPITALITY PROPERTIES TRUST


By:		/s/ John G. Murray
		Name: John G. Murray
		Title: President


PETRO STOPPING CENTERS HOLDINGS, L.P.


By:	/s/ J. A. Cardwell
	Name: J. A. Cardwell
	Title: C.E.O.


PETRO, INC.


By:	/s/ J. A. Cardwell
	Name: J. A. Cardwell
	Title: President


/s/ J. A. Cardwell, Sr.
J. A. Cardwell, Sr.


/s/ James A. Cardwell, Jr.
James A. Cardwell, Jr.

Signature Page to Purchase Agreement

	JAJCO II, INC.


	By:	/s/ J. A. Cardwell, Jr.
		Name: J. A. Cardwell, Jr.
		Title: President


	PETRO WARRANT HOLDINGS CORP.


	By:	/s/ J. A. Cardwell
		Name: J. A. Cardwell
		Title: President


	MOBIL LONG HAUL, INC.


	By:	/s/ J. M. E. Mixter
		Name: J. M. E. Mixter
		Title: President


	VOLVO PETRO HOLDINGS, LLC


	By:	/s/ Eddie H. Brailsford
		Name: Eddie H. Brailsford
		Title: Chief Financial Controller

Signature Page to Purchase Agreement

Exhibit 8.1

June 4, 2007

Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

Ladies and Gentlemen:

The following opinion is furnished to Hospitality Properties Trust, a Maryland real estate investment trust (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Current Report on Form 8-K to be filed within one week of the date hereof (the “Form 8-K”) under the Securities Exchange Act of 1934, as amended.

In connection with the opinion expressed herein, we have reviewed originals or copies of such corporate records, such certificates and statements of officers and accountants of the Company 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 amended and restated declaration of trust and the amended and restated by-laws of the Company, each as amended to date, and in the case of the declaration of trust, as supplemented; (ii) the section of Item 1 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006 (the “Form 10-K”) captioned “Federal Income Tax Considerations”; and (iii) the section of Item 8.01 of the Form 8-K captioned “Supplemental 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 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 discussion with respect to Tax Laws matters in the section of Item 1 of the Form 10-K captioned “Federal Income Tax Considerations”, as supplemented by the discussion in the section of Item 8.01 of the Form 8-K captioned “Supplemental 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 Form 10-K, the Form 8-K, and in the documents incorporated therein by reference; and (ii) representations made to us by officers of the Company or contained in the Form 10-K, the Form 8-K and in the documents incorporated therein by reference, 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 Form 10-K, the Form 8-K or the documents incorporated therein by reference 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 discussion with respect to Tax Laws matters in the section of Item 1 of the Form 10-K captioned “Federal Income Tax Considerations”, as supplemented by the discussion in the section of Item 8.01 of the Form 8-K captioned “Supplemental 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 Form 8-K, which is incorporated by reference in the Company’s Registration Statements on Form S-3, File Nos. 333-137073 and 333-141914, and the Company’s Registration Statement on Form S-4, File No. 333-141923, each filed under the Securities Act of 1933, as amended (the “Act”), and to the references to our firm in the Form 8-K. In giving such consents, 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,

/s/ SULLIVAN & WORCESTER LLP

SULLIVAN & WORCESTER LLP

Exhibit 10.1

LEASE AGREEMENT,

dated as of May 30, 2007,

by and among

HPT PSC PROPERTIES TRUST and HPT PSC PROPERTIES LLC

AS LANDLORD,

AND

PETRO STOPPING CENTERS, L.P. ,

AS TENANT

Table of Contents

		Page
ARTICLE 1 DEFINITIONS		1
1.1 Additional Charges		1
1.2 Additional Rent		1
1.3 Affiliated Person		2
1.4 Agreement		2
1.5 Applicable Laws		2
1.6 Award		2
1.7 Base Fuel Gross Revenues		3
1.8 Base Non-Fuel Gross Revenues		3
1.9 Base Year		3
1.10 Business Day		3
1.11 Capital Addition		3
1.12 Capital Expenditure		3
1.13 Capital Replacements Budget		3
1.14 Change in Control		3
1.15 Claim		4
1.16 Code		4
1.17 Commencement Date		4
1.18 Condemnation		4
1.19 Condemnor		4
1.20 Consolidated Financials		4
1.21 Date of Taking		4
1.22 Default		5
1.23 Disbursement Rate		5
1.24 Distribution		5
1.25 Easement Agreement		5
1.26 Encumbrance		5
1.27 Entity		5
1.28 Environment		5
1.29 Environmental Obligation		5
1.30 Environmental Notice		6
1.31 Environmental Report		6
1.32 Event of Default		6
1.33 Excess Fuel Gross Revenues		6
1.34 Excess Non-Fuel Gross Revenues		6
1.35 Extended Term		6
1.36 Fair Market Value		6
1.37 Fair Market Value Rent		6
1.38 Financial Officer’s Certificate		6
1.39 Fiscal Year		7
1.40 Fixed Term		7
1.41 Fixtures		7
1.42 Fuel Sales Cap		7
1.43 GAAP		7
1.44 Government Agencies		7
1.45 Gross Fuel Revenues		7
1.46 Gross Non-Fuel Revenues		8

1.47 Ground Leases		8
1.48 Guarantor		9
1.49 Guaranty		9
1.50 Hazardous Substances		9
1.51 Immediate Family		10
1.52 Impositions		10
1.53 Indebtedness		11
1.54 Index		11
1.55 Insurance Requirements		11
1.56 Interest Rate		12
1.57 Land		12
1.58 Landlord		12
1.59 Landlord Default		12
1.60 Landlord Liens		12
1.61 Lease Year		12
1.62 Leased Improvements		12
1.63 Leased Intangible Property		12
1.64 Leased Property		13
1.65 Legal Requirements		13
1.66 Lien		13
1.67 Minimum Rent		13
1.68 Notice		13
1.69 Officer’s Certificate		13
1.70 Overdue Rate		13
1.71 Parent		14
1.72 Permitted Encumbrances		14
1.73 Permitted Liens		14
1.74 Permitted Use		14
1.75 Person		14
1.76 Property		14
1.77 Property Mortgage		14
1.78 Property Mortgagee		14
1.79 Rent		14
1.80 SARA		14
1.81 SEC		15
1.82 State		15
1.83 Subordinated Creditor		15
1.84 Subordination Agreement		15
1.85 Subsidiary		15
1.86 Successor Landlord		15
1.87 Superior Landlord		15
1.88 Superior Lease		15
1.89 Superior Mortgage		15
1.90 Superior Mortgagee		15
1.91 TA		15
1.92 Tenant		15
1.93 Tenant’s Personal Property		16
1.94 Term		16

1.95 Travel Center		16
1.96 Unsuitable for Its Permitted Use		16
1.97 Work		16
ARTICLE 2 LEASED PROPERTY AND TERM		16
2.1 Leased Property.		16
2.2 Condition of Leased Property.		17
2.3 Fixed Term.		18
2.4 Extended Terms.		18
ARTICLE 3 RENT		19
3.1 Rent.		19
3.2 Late Payment of Rent, Etc.		24
3.3 Net Lease, Etc.		25
3.4 No Termination, Abatement, Etc.		25
ARTICLE 4 USE OF THE LEASED PROPERTY		26
4.1 Permitted Use.		26
4.2 Compliance with Legal/Insurance Requirements, Etc.		28
4.3 Environmental Matters.		29
4.4 Ground Leases.		31
ARTICLE 5 MAINTENANCE AND REPAIRS		31
5.1 Maintenance and Repair.		31
5.2 Tenant’s Personal Property.		34
5.3 Yield Up.		34
ARTICLE 6 IMPROVEMENTS, ETC.		35
6.1 Improvements to the Leased Property.		35
6.2 Salvage.		36
ARTICLE 7 LIENS		36
ARTICLE 8 PERMITTED CONTESTS		36
ARTICLE 9 INSURANCE AND INDEMNIFICATION		37
9.1 General Insurance Requirements.		37
9.2 Waiver of Subrogation.		38
9.3 Form Satisfactory, Etc.		38
9.4 No Separate Insurance; Self-Insurance.		39
9.5 Indemnification of Landlord.		39
ARTICLE 10 CASUALTY		40
10.1 Insurance Proceeds.		40
10.2 Damage or Destruction.		41
10.3 Damage Near End of Term.		43
10.4 Tenant’s Personal Property.		43
10.5 Restoration of Tenant’s Personal Property.		43
10.6 No Abatement of Rent.		43
10.7 Waiver.		44
ARTICLE 11 CONDEMNATION		44
11.1 Total Condemnation, Etc.		44
11.2 Partial Condemnation.		44
11.3 Abatement of Rent.		46

iii

11.4 Temporary Condemnation.		46
11.5 Allocation of Award.		46
ARTICLE 12 DEFAULTS AND REMEDIES		47
12.1 Events of Default.		47
12.2 Remedies.		49
12.3 Tenant’s Waiver.		51
12.4 Application of Funds.		51
12.5 Landlord’s Right to Cure Tenant’s Default.		51
ARTICLE 13 HOLDING OVER		51
ARTICLE 14 LANDLORD DEFAULT		52
ARTICLE 15 PURCHASE OF TENANT’S PERSONAL PROPERTY		53
ARTICLE 16 SUBLETTING AND ASSIGNMENT		53
16.1 Subletting and Assignment.		53
16.2 Required Sublease Provisions.		54
16.3 Permitted Sublease.		55
16.4 Sublease Limitation.		56
ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS		56
17.1 Estoppel Certificates.		56
17.2 Financial Statements.		57
ARTICLE 18 LANDLORD’S RIGHT TO INSPECT		58
ARTICLE 19 EASEMENTS		58
19.1 Grant of Easements.		58
19.2 Exercise of Rights by Tenant.		59
19.3 Permitted Encumbrances.		59
ARTICLE 20 PROPERTY MORTGAGES		59
20.1 Landlord May Grant Liens.		59
20.2 Subordination of Lease.		59
20.3 Notice to Mortgagee and Superior Landlord.		61
ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND TENANT		61
21.1 Prompt Payment of Indebtedness.		61
21.2 Conduct of Business.		62
21.3 Maintenance of Accounts and Records.		62
21.4 Notice of Litigation, Etc.		62
21.5 Indebtedness of Tenant.		63
21.6 Distributions, Payments to Affiliated Persons, Etc.		64
21.7 Prohibited Transactions.		64
21.8 Liens and Encumbrances.		64
21.9 Merger; Sale of Assets; Etc.		65
21.10 Bankruptcy Remote Entities.		65
21.11 Trade Area Restriction.		65
ARTICLE 22 ARBITRATION		66
ARTICLE 23 MISCELLANEOUS		67
23.1 Limitation on Payment of Rent.		67
23.2 No Waiver.		67
23.3 Remedies Cumulative.		67

23.4 Severability.		68
23.5 Acceptance of Surrender.		68
23.6 No Merger of Title.		68
23.7 Conveyance by Landlord.		68
23.8 Quiet Enjoyment.		68
23.9 No Recordation.		69
23.10 Notices.		69
23.11 Construction.		70
23.12 Counterparts; Headings.		70
23.13 Applicable Law, Etc.		71
23.14 Right to Make Agreement.		71
23.15 Attorneys’ Fees.		72
23.16 Nonliability of Trustees.		72

LEASE AGREEMENT

THIS LEASE AGREEMENT is entered into as of May 30, 2007, by and among HPT PSC PROPERTIES TRUST , a Maryland real estate investment trust, and HPT PSC PROPERTIES LLC , a Maryland limited liability company (collectively, jointly and severally, “ Landlord ”), and PETRO STOPPING CENTERS, L.P. , a Delaware limited partnership (“ 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 (this 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 “ 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 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.

1.6 “ 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).

1.7 “ Base Fuel Gross Revenues ” shall mean, with respect to any Property, the amount of Gross Fuel Revenues for such Property for the Base Year.

1.8 “ 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.

1.9 “ Base Year ” shall mean the 2012 calendar year.

1.10 “ 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.

1.11 “ 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.

1.12 “ Capital Expenditure ” shall mean any expenditure treated as capital in nature in accordance with GAAP.

1.13 “ Capital Replacements Budget ” shall have the meaning given such term in Section 5.1.1(b) .

1.14 “ 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, 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.

1.15 “ Claim ” shall have the meaning given such term in Article 8 .

1.16 “ 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.

1.17 “ Commencement Date ” shall mean the date hereof.

1.18 “ 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.

1.19 “ Condemnor ” shall mean any public or quasi-public Person, having the power of Condemnation.

1.20 “ Consolidated Financials ” shall mean, for any Fiscal Year or other accounting period of TA, annual audited and quarterly unaudited financial statements of TA prepared on a consolidated basis, including TA’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.

1.21 “ 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.

1.22 “ Default ” shall mean any event or condition which with the giving of notice and/or lapse of time would be an Event of Default.

1.23 “ 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.

1.24 “ 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 or other equity interests of Tenant, (c) any other distribution on or in respect of any shares of any class of capital stock or other equity interests of Tenant or (d) any return of capital to shareholders.

1.25 “ 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 .

1.26 “ Encumbrance ” shall have the meaning given such term in Section 20.1 .

1.27 “ 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, real estate investment trust, cooperative, any government or agency, authority or political subdivision thereof or any other entity.

1.28 “ Environment ” shall mean soil, surface waters, ground waters, land, biota, sediments, surface or subsurface strata and ambient air.

1.29 “ Environmental Obligation ” shall have the meaning given such term in Section 4.3.1 .

1.30 “ Environmental Notice ” shall have the meaning given such term in Section 4.3.1 .

1.31 “ Environmental Report ” shall have the meaning given such term in Section 4.3.2 .

1.32 “ Event of Default ” shall have the meaning given such term in Section 12.1 .

1.33 “ 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.

1.34 “ 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.

1.35 “ Extended Term ” shall have the meaning given such term in Section 2.4.

1.36 “ Fair Market Value ” shall mean the price an unaffiliated and willing buyer would pay for the interest of Landlord in the applicable Property in its existing condition as of the date of determination, with all relevant factors being known to both parties, under terms and conditions customary for like transactions in the area in which the Property is located.

1.37 “ 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).

1.38 “ 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.

1.39 “ Fiscal Year ” shall mean the calendar year or such other annual period designated by Tenant and approved by Landlord.

1.40 “ Fixed Term ” shall have the meaning given such term in Section 2.3.

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 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.

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 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; and further provided that Gross Non-Fuel Revenues shall not include any amount based on the income or profits of any Person if as a consequence thereof the Rent or other amounts payable by Tenant hereunder would fail to qualify, in whole or in part, as “rents from real property” within the meaning of Section 856(d) of the Code.

1.47 “ Ground Leases ” shall mean, collectively, any and all ground leases in effect with respect to any portion of the Leased Property.

1.48 “ Guarantor ” shall mean TA 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), 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 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 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, 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 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 transferable or assignable agreements, service contracts, equipment leases and other arrangements or agreements affecting the ownership of Leased Property; all books, records and files relating to the leasing or ownership of the Leased Property, 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 ownership of the Leased Property; and all other transferable intangible property, miscellaneous rights, benefits and privileges of any kind or character with respect to the ownership of 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 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 “ Minimum Rent ” shall mean Sixty-Two Million Two Hundred Twenty-Five Thousand and 00/100 Dollars ($62,225,000.00) per annum; subject, in each case, to adjustment as provided in Section 3.1.1(b) .

1.68 “ Notice ” shall mean a notice given in accordance with Section 23.10 .

1.69 “ 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.

1.70 “ 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.

1.71 “ 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.

1.72 “ 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.

1.73 “ Permitted Liens ” shall mean any Liens granted in accordance with Section 21.8(a) .

1.74 “ Permitted Use ” shall mean, with respect to any Property, any use of such Property permitted pursuant to Section 4.1.1 .

1.75 “ 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.

1.76 “ Property ” shall have the meaning given such term in Section 2.1 .

1.77 “ Property Mortgage ” shall mean any Encumbrance placed upon the Leased Property, or any portion thereof, in accordance with Article 20 .

1.78 “ Property Mortgagee ” shall mean the holder of any Property Mortgage.

1.79 “ Rent ” shall mean, collectively, the Minimum Rent, Additional Rent and Additional Charges.

1.80 “ 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.

1.81 “ SEC ” shall mean the Securities and Exchange Commission.

1.82 “ State ” shall mean, with respect to any Property, the state, commonwealth or district in which such Property is located.

1.83 “ Subordinated Creditor ” shall mean any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

1.84 “ 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.

1.85 “ 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).

1.86 “ Successor Landlord ” shall have the meaning given such term in Section 20.2 .

1.87 “ Superior Landlord ” shall have the meaning given such term in Section 20.2 .

1.88 “ Superior Lease ” shall have the meaning given such term in Section 20.2 .

1.89 “ Superior Mortgage ” shall have the meaning given such term in Section 20.2 .

1.90 “ Superior Mortgagee ” shall have the meaning given such term in Section 20.2 .

1.91 “ TA ” shall mean TravelCenters of America LLC, a Delaware limited liability company, and its permitted successors and assigns.

1.92 “ Tenant ” shall have the meaning given such term in the preambles to this Agreement and shall also include its permitted successors and assigns.

1.93 “ Tenant’s Personal Property ” shall mean all motor vehicles and consumable inventory and supplies, furniture, furnishings, movable walls and partitions, equipment and machinery and all other tangible personal property of Tenant located at the Leased Property or used in Tenant’s business at the Leased 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.

1.94 “ Term ” shall mean, collectively, the Fixed Term and the Extended Terms, to the extent properly exercised pursuant to the provisions of Section 2.4 , unless sooner terminated pursuant to the provisions of this Agreement.

1.95 “ 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.

1.96 “ 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.

1.97 “ 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 to Tenant and Tenant leases from Landlord all of Landlord’s right, title and

interest in and to all of the following (each of items (a) through (f) below which, as of the Commencement Date, relates to any single Travel Center, a “ Property ” and, collectively, the “ Leased Property ”:

(a) those certain tracts, pieces and parcels of land, as more particularly described in Exhibits A-1 through A-40 , 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 “ 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 retail fuel pumps and piping connecting fuel storage tanks to such pumps, 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; and

(f) any and all leases of space in the Leased Improvements.

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 Fixed Term . The initial term of this Agreement (the “ Fixed Term ”) shall commence on the Commencement Date and shall expire on June 30, 2024.

2.4 Extended Terms . Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for two (2) consecutive renewal terms of fifteen (15) years each (each, an “ Extended Term ,” and collectively, the “ Extended Terms ”) with respect to all, but not less than all of the Properties.

Each Extended Term shall commence on the day succeeding the expiration of the Fixed Term or the preceding Extended Term, as the case may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term, except that (x) the Minimum Rent payable during such Extended Term shall be the greater of the Prior Rent and the Fair Market Value

Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord) (taking into account that the Base Year shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond the expiration of the Extended Terms. For purposes of this Section 2.4 , “ Prior Rent ” shall mean an amount equal to the per annum Minimum Rent in effect on the last day of the Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise either of the aforesaid options, it shall do so by giving Landlord Notice thereof not later than one (1) year prior to the scheduled expiration of the then current Term of this Agreement (Fixed or Extended, as the case may be), it being understood and agreed that time shall be of the essence with respect to the giving of such Notice. Tenant may not exercise its option for more than one such Extended Term at a time. If Tenant shall fail to give any such Notice timely, this Agreement shall automatically terminate at the end of the Term then in effect and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

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 for the preceding calendar month.

(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, improvements 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 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) if requested and reasonably required by Landlord, 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 promptly refund such amount to Tenant, provided no Event of Default has occurred and is continuing.

(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 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 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.

(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, 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 by the 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.

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 any 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 names Travel Centers of America, Goasis or Petro, or such other name as TA shall use for the travel center locations operated by it and its Affiliated Persons. 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 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 eight and one half percent (8.5%) of the net proceeds of sale received 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 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 TA (or its Affiliated Persons) to enter into a franchise agreement on 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 TA brand at the Property). 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 five(5) 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 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, and (ii) 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, 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: (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 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 its 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 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.

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 Underground Storage Tanks . It is expressly understood and agreed that Tenant’s obligations under this Agreement shall include the maintenance and, if necessary, replacement of underground storage tanks at the Leased Property. Upon the expiration or sooner termination of this Agreement, Tenant shall pay to Landlord the amount of any Asset Retirement Obligation Reserve on Tenant’s books and records pursuant to GAAP for underground storage tanks located at the Leased Property. Upon such payment, Tenant’s obligations under this

Agreement with respect to the maintenance and replacement of underground storage tanks shall terminate.

4.3.4 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 (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. Upon Landlord’s request following receipt of any required consent thereto, Tenant shall, in consideration of one dollar in each case, assign to Landlord Tenant’s leasehold interest in property adjacent to the West Memphis, Arkansas Property and the York, Nebraska Property, whereupon such leasehold interests so assigned shall become part of the Leased Property and each lease thereof shall be a Ground Lease.

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 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 imposed from time to time on a system-wide basis for TA 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.

5.1.2 Landlord’s Obligations .

(a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased 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. 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 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 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 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.

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 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).

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 and/or assign (or cause to be transferred or assigned) to Landlord or Landlord’s nominee, and to 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 governmental or quasi-governmental entities, which may be necessary for the use and operation of the Travel Centers as then operated. 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 terms (including receipt by Tenant of a market management fee), as Landlord shall reasonably request.

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 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.

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 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 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 shall 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 1 st 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 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 Five Hundred Thousand Dollars ($500,000). 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 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 or anyone claiming under any of them, of any Property or Tenant’s Personal Property, or any litigation, proceeding or claim by governmental entities (other than Condemnation

proceedings) or other third parties to which Landlord is made a party or participant 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, (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.

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) 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 .

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, Tenant shall pay to Landlord the amount of any deductible under the insurance policies covering such Travel Center, the amount of any uninsured loss and any difference between the replacement cost of the affected Property and the casualty insurance proceeds therefor, and the Minimum Rent shall be reduced by the sum of eight and one-half percent (8.5%) of the total amount received by Landlord plus the Fair Market Value of the Land, such Fair Market Value 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 over the amount of such deductible 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 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.

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 eight and one-half percent (8.5%) of the amount of such Award received 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 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 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 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:

(a) should Tenant fail to make any payment of the Rent or any other sum payable hereunder when due which failure shall continue for a period of five (5) Business Days after Notice thereof from Landlord to Tenant; 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 Twenty Million Dollars ($20,000,000) 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, 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 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, enter upon the Leased Property, or any portion thereof and take possession of any and all of Tenant’s Personal Property, if any, without liability for trespass or conversion (Tenant hereby waiving any right to notice or hearing prior to such taking of possession by Landlord) and sell the same at public or private sale, after giving Tenant reasonable Notice of the time and place of any public or private sale, at which sale Landlord or its assigns may purchase all or any portion of Tenant’s Personal Property, if any, unless otherwise prohibited by law. Unless otherwise provided by law and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable Notice shall be met if such Notice is given at least ten (10) days before the date of sale.

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 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.

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 Leased 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 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 .

ARTICLE 15

PURCHASE OF TENANT’S PERSONAL PROPERTY

Landlord shall have the option to purchase Tenant’s Personal Property, 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 is subject.

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, and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created 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 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 is sublet (or occupied by anybody other than Tenant and its 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 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.

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 it is subject and subordinate to this Agreement and to the matters to which this Agreement is or shall be subject or subordinate; (b) 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 (c) 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 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 . Subject to the provisions of Section 16.2 and Section 16.4 and any other express conditions or limitations set forth herein, Tenant may, in each instance after Notice to Landlord and without consent, (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, provided Tenant gives Landlord Notice of the material terms and conditions thereof. Landlord and Tenant acknowledge and agree that if Tenant enters into one or more subleases or licenses 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 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 license the Leased Property, or any portion thereof, on any basis such that the rental to be paid by any sublessee or licensee thereunder would be based, in whole or in part, on the net income or profits derived by the business activities of such sublessee or licensee, any other formula such that any portion of such sublease rental or license 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.

17.2 Financial Statements . Tenant shall furnish or cause TA 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; and

(e) 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 shall treat any non-public information which it receives from Tenant pursuant to this Section 17.2 as confidential, but 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.

ARTICLE 18

LANDLORD’S RIGHT TO INSPECT

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.

ARTICLE 19

EASEMENTS

19.1 Grant of Easements . Provided no Event of Default has occurred and is continuing, Landlord will join in granting and, 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); and

(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.

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 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 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.

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.

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 ;

(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 TA’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 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 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 (other than any Travel Center leased to Tenant or any Affiliated Person of Tenant by Landlord or any Affiliated Person of Landlord) 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 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.

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 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 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 Leased Property 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.

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. Thomas M. O’Brien

Telecopier No. (440)808-3301

(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.

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. 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 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.

23.16 Nonliability of Trustees . THE DECLARATION OF TRUST ESTABLISHING HPT PSC 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.

IN WITNESS WHEREOF , the parties have executed this Agreement as a sealed instrument as of the date above first written.

LANDLORD:

HPT PSC PROPERTIES TRUST


By:		/s/ John G. Murray
		John G. Murray
		President


HPT PSC PROPERTIES LLC


By:	/s/ John G. Murray
	John G. Murray
	President


TENANT:

PETRO STOPPING CENTERS, L.P.


By:	/s/ Thomas M. O’Brien
	Thomas M. O’Brien
	President

EXHIBITS A-1 through A-40

EXHIBITS A-1 THROUGH A-40 HAVE BEEN OMITTED AND WILL BE SUPPLEMENTALLY FURNISHED TO
THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

Exhibit 10.2

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Agreement ”) is made and given as of May 30, 2007 by TRAVELCENTERS OF AMERICA LLC , a Delaware limited liability company (the “ Guarantor ”), for the benefit of HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust and HPT PSC PROPERTIES LLC, a Maryland limited liability company (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 Petro Stopping Centers, L.P., a subsidiary of the Guarantor (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 Guarantor guarantees 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 Guarantor;

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 Guarantor hereby agrees 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 . The Guarantor represents, warrants, covenants, and agrees that:

3.1 Performance of Covenants and Agreements . The 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.

3.2 Validity of Agreement . The Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the 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 the Guarantor and such execution, delivery and performance by the 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 the 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.

3.3 Payment of Expenses . The 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 Guarantor’s covenants and agreements set forth in this Section 3.3 shall survive the termination of this Agreement.

3.5 Notices . The 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 . The 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 . The 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. The Guarantor shall permit access by the Landlord and its agents to the books and records maintained by the Guarantor during normal business hours and upon reasonable notice. The Landlord shall treat any non-public information which it receives from the Guarantor pursuant to this Agreement as confidential.

3.8 Taxes, Etc . The Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon the Guarantor or the income of the Guarantor or upon any of the property, real, personal or mixed, of the 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 the Guarantor; provided , however , that the 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 the Guarantor shall have set aside on its books such reserves of the Guarantor, if any, with respect thereto as are required by generally accepted accounting principles.

3.9 Legal Existence of the Guarantor . The Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

3.10 Compliance . The 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 . The 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 the Guarantor.

3.12 Financial Statements, Etc. The financial statements previously delivered to the Landlord by the Guarantor, if any, fairly present the financial condition of the 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 . The Guarantor shall not permit the occurrence of any direct or indirect Change in Control of the Tenant or of the Guarantor.

4. Guarantee . The Guarantor 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 collectibility 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 Guarantor 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 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. 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 the Guarantor to the same extent as if the Guarantor at all times had been the principal debtor on all such Guaranteed Obligations.

6. 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.

7. Consents and Waivers, Etc. The 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 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).

8. No Impairment, Etc. The obligations, covenants, agreements and duties of the 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 the Guarantor, or any waiver by the Landlord of any of the Guaranteed Obligations or 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 of the time for performance by the Tenant or any other guarantor of the Guaranteed Obligations 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 to the Tenant, the 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 the Lease or any of the Guaranteed Obligations, 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 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 the Guaranteed Obligations, without the consent of the Landlord, by operation of law, or any other cause, whether similar or dissimilar to the foregoing.

9. Reimbursement, Subrogation, Etc. The 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 such amounts shall have been paid in full, the Guarantor shall have no right of subrogation, and the 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 the 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 Guaranteed Obligations shall have been paid and performed in full, the 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.

10. 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 Guarantor 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.

11. 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.

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 the Guarantor to:

TravelCenters of America LLC

24601 Center Ridge Road

Westlake, Ohio 44145

Attn: Mr. Thomas M. O’Brien

Telecopier No. (440)808-3301

(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.

12. 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, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantor 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.

13. 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.

14. Arbitration . The Landlord, on the one hand, or the Guarantor, 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 Guarantor, 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 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 Guarantor 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 Guarantor, 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 Guarantor. 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.

15. Modification of Agreement . No modification or waiver of any provision of this Agreement, nor any consent to any departure by the Guarantor 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 the Guarantor in any case shall entitle the 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.

16. 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.

17. 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.

18. 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.

19. Headings; Counterparts . Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

20. 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.

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WITNESS the execution hereof under seal as of the date above first written.

	TRAVELCENTERS OF AMERICA LLC


	By:	/s/ Thomas M. O’Brien
		Thomas M. O’Brien
		President and
		Chief Executive Officer