TRAVELCENTERS OF AMERICA LLC (Form: 10-K, Received: 02/28/2017 12:38:09)

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Commission file number 001-33274



TRAVELCENTERS OF AMERICA LLC
(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-5701514
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	24601 Center Ridge Road, Suite 200, Westlake, OH 44145-5639
	(Address of Principal Executive Offices)

	(440) 808-9100
	(Registrant's Telephone Number, Including Area Code)



Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Shares		The NASDAQ Stock Market LLC
8.25% Senior Notes due 2028		The NASDAQ Stock Market LLC
8.00% Senior Notes due 2029		The NASDAQ Stock Market LLC
8.00% Senior Notes due 2030		The NASDAQ Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The aggregate market value of the voting common shares of beneficial ownership, no par value, or common shares, of the registrant held by non-affiliates was $262.9 million based on the $8.16 closing price per common share on the New York Stock Exchange on June 30, 2016. For purposes of this calculation, an aggregate of 3,026,227 common shares held directly by, or by affiliates of, the directors and the officers of the registrant, plus 3,420,000 common shares held by Hospitality Properties Trust, have been included in the number of common shares held by affiliates.

Number of the registrant's common shares outstanding as of February 27, 2017 : 39,520,536 .

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2017 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, or our definitive Proxy Statement.

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References in this Annual Report on Form 10-K, or our Annual Report, to "TA," "TravelCenters," the "Company," "we," "us" and "our" include TravelCenters of America LLC and our consolidated subsidiaries unless otherwise stated or the context indicates otherwise.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER WE USE WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", "WILL", "MAY" 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. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS THAT APPEAR IN THIS ANNUAL REPORT THAT MAY NOT OCCUR INCLUDE STATEMENTS THAT:

•

OUR OPERATING RESULTS FOR THE YEAR ENDED DECEMBER 31, 2016 , REFLECT INCREASES IN NONFUEL SALES AND GROSS MARGIN OVER THE SAME PERIOD LAST YEAR, WHICH MAY IMPLY THAT OUR NONFUEL SALES AND MARGIN WILL CONTINUE TO IMPROVE. HOWEVER, CUSTOMER DEMAND AND COMPETITIVE CONDITIONS, AMONG OTHER FACTORS, MAY SIGNIFICANTLY IMPACT OUR NONFUEL SALES AND THE COSTS OF OUR NONFUEL PRODUCTS MAY INCREASE IN THE FUTURE BECAUSE OF INFLATION OR OTHER REASONS. IF WE ARE NOT ABLE TO PASS INCREASED NONFUEL COSTS TO OUR CUSTOMERS, IF OUR NONFUEL SALES VOLUMES DECLINE OR IF OUR NONFUEL SALES MIX CHANGES IN A MANNER THAT NEGATIVELY IMPACTS OUR NONFUEL MARGIN, OUR NONFUEL SALES AND/OR MARGIN MAY DECLINE;

•

WE HAVE INVESTED AND EXPECT TO CONTINUE TO INVEST TO DEVELOP, ACQUIRE AND IMPROVE TRAVEL CENTERS, CONVENIENCE STORES AND STANDALONE RESTAURANTS AND WE EXPECT THESE INVESTMENTS WILL PRODUCE IMPROVED FINANCIAL RESULTS AFTER A PERIOD OF STABILIZATION. HOWEVER, MANY OF THE LOCATIONS WE HAVE ACQUIRED PRODUCED OPERATING RESULTS THAT CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY DEPENDS UPON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS CONTINUING INCREASES IN GASOLINE AND DIESEL ENGINE EFFICIENCY AND THE IMPACT OF CHANGES IN U.S. AND LOCAL ECONOMIC CONDITIONS ON THE LEVEL OF DEMAND FOR OUR GOODS AND SERVICES. ALSO, OUR FUTURE OPERATING INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS WILL DEPEND UPON MANY FACTORS IN ADDITION TO THE RESULTS REALIZED FROM OUR ACQUIRED LOCATIONS; ACCORDINGLY, ANY INCREASES IN OUR FUTURE INCOME AND NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS MAY TAKE LONGER THAN EXPECTED AND MAY NOT OCCUR;

•

WE HAVE MADE ACQUISITIONS, HAVE AGREED TO MAKE ADDITIONAL ACQUISITIONS, INTEND TO COMPLETE CONSTRUCTION OF A NEW TRAVEL CENTER ON LAND THAT WE OWN AND TO SELL IT TO HOSPITALITY PROPERTIES TRUST, OR HPT, UPON COMPLETION OF ITS DEVELOPMENT AND EXPECT THAT WE MAY DEVELOP NEW TRAVEL CENTERS IN THE FUTURE ON LAND WE OWN. THESE STATEMENTS MAY IMPLY THAT OUR PENDING AND CONTEMPLATED ACQUISITIONS, DEVELOPMENT PROJECTS AND SALE TO HPT AND OTHER FUTURE DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THESE COMPLETED EVENTS WILL IMPROVE OUR FUTURE PROFITS. HOWEVER, OUR ACQUISITIONS ARE SUBJECT TO CLOSING CONDITIONS THAT MAY NOT BE MET AND AS A RESULT OUR PLANNED ACQUISITIONS MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. FURTHER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO ACQUIRE, RENOVATE AND DEVELOP ADDITIONAL LOCATIONS THAT YIELD PROFITS, INCLUDING COMPETITION FOR SUCH ACQUISITIONS FROM OTHER BUYERS, OUR INABILITY TO NEGOTIATE ACCEPTABLE PURCHASE TERMS AND THE POSSIBILITY THAT WE MAY NEED TO USE OUR AVAILABLE FUNDS FOR OTHER PURPOSES. WE MAY DETERMINE TO DELAY OR NOT TO PROCEED WITH PENDING ACQUISITIONS OR DEVELOPMENT PROJECTS. ALTHOUGH WE HAVE AN AGREEMENT TO SELL TO, AND LONG TERM LEASE BACK FROM, HPT A DEVELOPMENT PROPERTY UPON ITS COMPLETION, HPT'S PURCHASE IS SUBJECT TO CONDITIONS AND THOSE CONDITIONS MAY NOT BE SATISFIED. ALSO, OUR DEVELOPMENT COSTS COULD EXCEED THE MAXIMUM AMOUNT HPT HAS AGREED TO FUND AND FUTURE DEVELOPMENT COSTS WE MAY INCUR MAY RENDER POSSIBLE FUTURE DEVELOPMENT

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PROJECTS UNPROFITABLE. MOREOVER, MANAGING AND INTEGRATING ACQUIRED AND DEVELOPED LOCATIONS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND INVOLVE RISKS OF FINANCIAL LOSSES. WE MAY NOT OPERATE OUR ACQUIRED OR DEVELOPED LOCATIONS AS PROFITABLY AS WE NOW EXPECT;

•

WE CURRENTLY PLAN TO CONTINUE TO INVEST IN NEW AND EXISTING LOCATIONS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT WE HAVE OR WILL HAVE SUFFICIENT CAPITAL TO MAKE THE INVESTMENTS WE HAVE IDENTIFIED AS WELL AS OTHER INVESTMENTS THAT WE HAVE NOT YET IDENTIFIED. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL HAVE SUFFICIENT CAPITAL FOR SUCH INVESTMENTS. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED AND THE PROCEEDS FROM OUR SALES OF IMPROVEMENTS, IF ANY, TO HPT MAY BE LESS THAN ANTICIPATED. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO COMPLETE IN THE FUTURE (AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, OR FOR OTHER REASONS) MAY ARISE AND CAUSE US TO SPEND MORE THAN CURRENTLY ANTICIPATED. SOME CAPITAL PROJECTS TAKE MORE TIME TO COMPLETE THAN ANTICIPATED. AS A RESULT OF MARKET CONDITIONS OR OTHER CONSIDERATIONS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND ANY SUCH DEFERRALS MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE. ALSO, WE MAY BE UNABLE TO ACCESS REASONABLY PRICED CAPITAL TO COMPLETE SUCH INVESTMENTS IN THE FUTURE;

•

WE ARE CURRENTLY ENGAGED IN LITIGATION AGAINST FLEETCOR TECHNOLOGIES INC., OR FLEETCOR, AND ITS SUBSIDIARY COMDATA INC., OR COMDATA. THIS ANNUAL REPORT STATES THAT WE BELIEVE COMDATA HAS WRONGFULLY ATTEMPTED TO TERMINATE OUR AGREEMENTS WITH COMDATA, INCLUDING THE AGREEMENT FOR COMDATA TO PROCESS PAYMENTS THAT WE ACCEPT USING COMDATA ISSUED FUEL CARDS FOR CONTRACTUALLY AGREED FEES. THE DELAWARE COURT OF CHANCERY, WHERE THIS LITIGATION IS PENDING, HAS DENIED OUR REQUESTS FOR A PRELIMINARY INJUNCTION AND FOR PARTIAL PRE-TRIAL JUDGMENT ON THE PLEADINGS AND COMDATA HAS UNILATERALLY RAISED THE FEES IT CHARGES US BY APPROXIMATELY $850 THOUSAND TO $1 MILLION PER MONTH BEGINNING FEBRUARY 1, 2017. A TRIAL OF THIS DISPUTE IS SCHEDULED TO BEGIN IN APRIL 2017. WE HOPE TO RECOVER THE ADDITIONAL FEES CURRENTLY BEING CHARGED TO US PLUS STATUTORY PENALTIES AND LITIGATION COSTS AT THIS TRIAL. HOWEVER, DESPITE OUR BELIEF IN THE MERITS OF OUR POSITIONS IN THIS LITIGATION, WE MAY NOT PREVAIL IN THIS PENDING LITIGATION. WE MAY NOT RECOVER THE INCREASED FEES WE HAVE BEEN CHARGED SINCE FEBRUARY 1, 2017. MOREOVER, THESE INCREASED FEES MAY CONTINUE IN THE FUTURE OR MAY BE INCREASED FURTHER. IF WE DO NOT PREVAIL IN THIS LITIGATION, WE WILL NO LONGER HAVE A MERCHANT AGREEMENT WITH COMDATA AND, IF WE DO NOT THEN ENTER A NEW MERCHANT AGREEMENT WITH COMDATA, WE MAY LOSE A MATERIAL AMOUNT OF FUTURE BUSINESS FROM OUR CUSTOMERS WHO USE COMDATA ISSUED FUEL CARDS. EVEN IF WE PREVAIL IN THIS LITIGATION, WE MAY NEED TO REACH A NEW AGREEMENT WITH FLEETCOR AND COMDATA REGARDING FEES BEFORE OUR MERCHANT AGREEMENT EXPIRES ACCORDING TO ITS PRESENT TERMS ON JANUARY 2, 2022. MOREOVER, THE CONTINUATION OF THIS LITIGATION IS DISTRACTING TO OUR MANAGEMENT AND IT IS EXPENSIVE, AND THIS DISTRACTION AND EXPENSE MAY CONTINUE BEYOND THE CURRENTLY SCHEDULED TRIAL BECAUSE OF DELAYS, APPEALS AND OTHERWISE;

•

WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200.0 MILLION, WHICH WE REFER TO AS OUR CREDIT FACILITY. HOWEVER, THE MAXIMUM AMOUNT AVAILABLE TO US FOR BORROWINGS AND LETTERS OF CREDIT IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORY THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200.0 MILLION. AT DECEMBER 31, 2016 , OUR BORROWING AND LETTER OF CREDIT AVAILABILITY WAS $102.6 MILLION, OF WHICH WE HAD USED $23.1 MILLION FOR OUTSTANDING LETTERS OF CREDIT. THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. HOWEVER, IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE OUR CREDIT FACILITY SIZE OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;

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•

WE HAVE AGREED TO SELL AND LEASE BACK TO HPT, UPON COMPLETION OF ITS DEVELOPMENT, A FULL SERVICE TRAVEL CENTER. THIS STATEMENT MAY IMPLY THAT THIS DEVELOPMENT PROJECT AND RELATED SALE AND LEASEBACK TRANSACTION WILL BE COMPLETED. HOWEVER, THERE ARE MANY FACTORS THAT MAY RESULT IN OUR NOT BEING ABLE TO DEVELOP AND SELL AND LEASE BACK THIS ADDITIONAL LOCATION, INCLUDING PERMITTING REQUIREMENTS. ALSO, OUR AND HPT'S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO VARIOUS TERMS AND CONDITIONS TYPICAL OF LARGE, COMPLEX REAL ESTATE TRANSACTIONS. SOME OF THESE TERMS AND CONDITIONS MAY NOT BE SATISFIED AND, AS A RESULT, THIS TRANSACTION MAY BE DELAYED, MAY NOT OCCUR OR THE TERMS MAY CHANGE; AND


•	WE MAY FINANCE OR SELL UNENCUMBERED REAL ESTATE THAT WE OWN. HOWEVER, WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE.

THESE AND OTHER UNEXPECTED RESULTS MAY BE CAUSED BY VARIOUS FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, INCLUDING:


•	THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION AND ALTERNATIVE FUEL PRACTICES EMPLOYED BY OUR CUSTOMERS AND ALTERNATIVE FUEL TECHNOLOGIES THAT MAY BE DEVELOPED AND WIDELY ADOPTED IN THE FUTURE MAY CONTINUE TO REDUCE THE DEMAND FOR THE FUEL THAT WE SELL AND MAY ADVERSELY AFFECT OUR BUSINESS;


•	COMPETITION WITHIN THE TRAVEL CENTER, CONVENIENCE STORE AND RESTAURANT INDUSTRIES MAY ADVERSELY IMPACT OUR FINANCIAL RESULTS;


•	FUTURE INCREASES IN FUEL PRICES MAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY ENCOURAGE FUEL CONSERVATION, DIRECT FREIGHT BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECT THE BUSINESS OF OUR CUSTOMERS;


•	FUTURE COMMODITY FUEL PRICE INCREASES, FUEL PRICE VOLATILITY OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORY AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT AND THE GENERAL AVAILABILITY OF, DEMAND FOR AND PRICING CHARACTERISTICS OF MOTOR FUELS MAY CHANGE IN WAYS WHICH LOWER THE PROFITABILITY ASSOCIATED WITH SELLING MOTOR FUELS TO OUR CUSTOMERS;

•

OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT CREDIT TERMS FOR OUR PURCHASES. IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES. ALSO, IN TIMES OF RISING FUEL AND NONFUEL PRICES OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO INCREASE THE CREDIT AMOUNTS THEY EXTEND TO US, WHICH MAY INCREASE OUR WORKING CAPITAL REQUIREMENTS. THE AVAILABILITY AND THE TERMS OF ANY CREDIT WE MAY BE ABLE TO OBTAIN ARE UNCERTAIN;


•	ACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE ASSUMPTION OF UNKNOWN LIABILITIES;

•

MOST OF OUR TRUCKING COMPANY CUSTOMERS TRANSACT BUSINESS WITH US BY USE OF FUEL CARDS, MOST OF WHICH ARE ISSUED BY THIRD PARTY FUEL CARD COMPANIES. THE FUEL CARD INDUSTRY HAS ONLY A FEW SIGNIFICANT PARTICIPANTS. WE BELIEVE ALMOST ALL TRUCKING COMPANIES USE ONLY ONE FUEL CARD PROVIDER AND HAVE BECOME INCREASINGLY DEPENDENT UPON SERVICES PROVIDED BY THEIR RESPECTIVE FUEL CARD PROVIDER TO MANAGE THEIR FLEETS. FUEL CARD COMPANIES FACILITATE PAYMENTS TO US AND CHARGE US FEES FOR THESE SERVICES. COMPETITION, OR LACK THEREOF, AMONG FUEL CARD COMPANIES MAY RESULT IN FUTURE INCREASES IN OUR TRANSACTION FEE EXPENSES OR WORKING CAPITAL REQUIREMENTS, OR BOTH;


•	FUEL SUPPLY DISRUPTIONS MAY OCCUR, WHICH MAY LIMIT OUR ABILITY TO OBTAIN FUEL;


•	COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, INCLUDING THOSE RELATED TO TAX, EMPLOYMENT AND ENVIRONMENTAL MATTERS, ACCOUNTING

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RULES AND FINANCIAL REPORTING STANDARDS, PAYMENT CARD INDUSTRY REQUIREMENTS AND SIMILAR MATTERS MAY INCREASE OUR OPERATING COSTS AND REDUCE OR ELIMINATE OUR PROFITS;


•	WE ARE ROUTINELY INVOLVED IN LITIGATION. DISCOVERY AND COURT DECISIONS DURING LITIGATION OFTEN HAVE UNANTICIPATED RESULTS. LITIGATION IS USUALLY EXPENSIVE AND CAN BE DISTRACTING TO MANAGEMENT. WE CAN NOT BE SURE OF THE OUTCOME OF ANY OF THE LITIGATION MATTERS IN WHICH WE ARE OR MAY BECOME INVOLVED;


•	ACTS OF TERRORISM, GEOPOLITICAL RISKS, WARS, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS; AND


•	ALTHOUGH WE BELIEVE THAT WE BENEFIT FROM OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING HPT, THE RMR GROUP LLC, AFFILIATES INSURANCE COMPANY AND OTHERS AFFILIATED WITH THEM, ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH RELATED PARTIES MAY PRESENT A CONTRARY APPEARANCE OR RESULT IN LITIGATION AND THE BENEFITS WE BELIEVE WE MAY REALIZE FROM THE RELATIONSHIPS MAY NOT MATERIALIZE.

RESULTS THAT DIFFER FROM THOSE STATED OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS MAY ALSO BE CAUSED BY VARIOUS CHANGES IN OUR BUSINESS OR MARKET CONDITIONS AS DESCRIBED MORE FULLY UNDER ITEM 1A. "RISK FACTORS" AND ELSEWHERE IN THIS ANNUAL REPORT.

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 STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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		Page
	PART I
Item 1.	Business	7
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	34
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
	PART II
Item 5.	Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	37
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	57
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	58
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accounting Fees and Services	59
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	60
Item 16.	Form 10-K Summary	65
	SIGNATURES

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PART I

Item 1. Business

Business Overview

We are a Delaware limited liability company. As of December 31, 2016, we operated and franchised 540 travel center, standalone convenience store and standalone restaurant locations. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.

As of December 31, 2016 , our business included 255 travel centers in 43 states in the United States, or U.S., primarily along the U.S. interstate highway system, and the province of Ontario, Canada. Our travel centers included 178 operated under the "TravelCenters of America" and "TA" brand names, or the TA brand, and 77 operated under the "Petro Stopping Centers" and "Petro" brand names, or the Petro brand. Of our 255 travel centers at December 31, 2016 , we owned 29 , we leased 199 , we operated two for a joint venture in which we own a noncontrolling interest and 25 were owned or leased from others by our franchisees. We operated 225 of our travel centers and franchisees operated 30 travel centers, including five we leased to franchisees. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, quick service restaurants, or QSRs, and various customer amenities. We report this portion of our business as our travel center segment.

As of December 31, 2016 , our business included 233 convenience stores in 11 states in the U.S. We operate our convenience stores primarily under the "Minit Mart" brand name, or the Minit Mart brand. Of these 233 convenience stores at December 31, 2016 , we owned 198 , we leased 32 and we operated three for a joint venture in which we own a noncontrolling interest. Our convenience stores offer gasoline as well as a variety of nonfuel products and services, including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car washes. We report this portion of our business as our convenience store segment.

As of December 31, 2016 , our business included 52 standalone restaurants in 15 states in the U.S. operated primarily under the "Quaker Steak & Lube" brand name, or the QSL brand. Of our 52 standalone restaurants at December 31, 2016 , we owned five , we leased seven , we operated one for a joint venture in which we own a noncontrolling interest and 39 were owned or leased from others by our franchisees. We report this portion of our business within corporate and other in our segment information.

We manage our business on the basis of two reportable segments, travel centers and convenience stores. See Note 15 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our reportable segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.

As of December 31, 2016 , we employed approximately 14,420 people on a full time basis and 9,891 people on a part time basis at our travel centers, convenience stores and standalone restaurants and we employed an additional 893 people in field management, corporate and other roles to support our locations. Thirty-three of our employees at two travel centers are represented by unions.

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Our Growth Strategy

Since 2011, a significant component of our growth strategy has been to acquire and develop additional locations. We currently intend to continue our efforts to selectively acquire and develop properties and businesses and to otherwise grow our business. See Note 2 to the Notes to Consolidated Financial Statements in Item 15 of this Annual Report for more information about our acquisitions.


•	During the period 2011 through 2016 , we acquired and developed 318 travel centers, convenience stores and standalone restaurants and have invested an aggregate of $855.0 million to develop, purchase and improve these locations.

•

As of December 31, 2016 , we had entered agreements to acquire a travel center and the businesses of six standalone restaurants from two of our franchisees for an aggregate purchase price of $19.1 million . To the date of this Annual Report, we completed the purchase of the six standalone restaurants and we expect to complete the remaining travel center acquisition in the first half of 2017 , but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.


•	During 2017 , to the date of this Annual Report, we entered an agreement to acquire a travel center for a purchase price of $4.2 million . We expect to complete this acquisition in the first half of 2017, but this purchase is subject to conditions and may not occur, may be delayed or the terms may change.

As of December 31, 2016 , we had in progress the construction of a travel center on previously undeveloped land we own which we expect to be completed during the first quarter of 2017. During 2016, we completed the construction of two travel centers on parcels of previously undeveloped land we owned and a travel center on owned property that previously included only a convenience store and truck repair facility. We may decide to build additional travel centers or other facilities in the future on other parcels of undeveloped land we own. We occasionally consider purchasing properties for future development and we expect to continue to do so in the future.

We believe that in addition to growing our business through our acquisitions and development plans, we have opportunities to increase revenues and profits through continued investment in our existing properties, including continuing the renovations and stabilization of operations at locations we have acquired recently or may acquire in the future. Recent investments and improvements have included projects such as parking lot expansions, construction of additional truck repair bays, installation of car washes, restaurant remodeling, the installation of additional QSR offerings, installation of biodiesel blending equipment, installation of diesel exhaust fluid, or DEF, dispensers and the expansion of our Reserve-It!® parking, RoadSquad®, RoadSquad Connect®, RoadSquad OnSite® and TA Commercial Tire Network™ offerings.

Typical improvements we make at acquired travel centers include adding truck repair facilities and nationally branded QSRs, paving parking lots, rebranding gasoline offerings, replacing outdated fuel dispensers, installing DEF dispensing systems, changing signage, installing point of sale and other information technology, or IT, systems and general building and cosmetic upgrades. The cost of capital improvements to recently purchased travel centers and the development of new travel centers are often substantial and require a long period of time to plan, design, permit and complete; and, after being completed, the improved, or new, travel centers require a period of time to become part of our customers' supply networks and produce stabilized financial results. We estimate that the travel centers we acquire generally will reach financial stabilization approximately three years after completion of improvements or development, but actual results can vary widely from this estimate due to many factors, some of which are outside our control, and there can be no assurance that acquired locations will operate profitably.

Typical improvements we make at acquired convenience stores include rebranding to the Minit Mart brand, adding QSRs, rebranding gasoline offerings and correction of deferred maintenance. In 2016, we acquired the Quaker Steak & Lube restaurant brand and business and are in the process of improving those operations. Improvements to our convenience store and standalone restaurants require a period of time to plan, design, permit and complete, often followed by a period of time for integration into our operations. We estimate that the convenience stores and standalone restaurants that we have acquired will generally reach financial stabilization approximately one year after acquisition, but the actual results can vary widely from the estimate due to many factors, some of which are outside our control, and there can be no assurance that acquired locations will operate profitably.

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Our Travel Center and Convenience Store Locations

Travel Centers

Our typical travel center includes:


•	over 25 acres of land with parking for approximately 200 tractor trailers and 100 cars;


•	a full service restaurant and one or more QSRs that we operate as a franchisee under various brands;


•	a truck repair facility and parts store;


•	multiple diesel and gasoline fueling points, including DEF at the diesel lanes; and


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

Substantially all of our travel centers are full service sites located on or near an interstate highway exit and offer fuel and nonfuel products and services 24 hours per day, 365 days per year.

Our travel center locations offer a broad range of products and services designed to appeal to our customers, including:


•	Fuel. We sell diesel fuel at separate truck fueling lanes and gasoline and diesel fuel at motorist fuel islands. As of December 31, 2016 , we offered branded gasoline at 238 of our 255 locations and unbranded gasoline at six of our travel centers operated by our franchisees.


•	Diesel Exhaust Fluid. DEF is an additive that is required by most truck engines manufactured after 2010. As of December 31, 2016 , we offered DEF from dispensers on the diesel fueling island at all of our travel centers.

•

Full Service Restaurants and QSRs. Most of our travel centers have both full service restaurants and QSRs that offer customers a wide variety of nationally recognized branded food choices. The substantial majority of our full service restaurants within travel centers are operated under our Iron Skillet® and Country Pride® brands and offer menu table service and buffets. We also operate approximately 35 different brands of QSRs, including Arby's®, Burger King®, Dunkin' Donuts®, Pizza Hut®, Popeye's Chicken & Biscuits®, Starbuck's Coffee®, Subway® and Taco Bell®. As of December 31, 2016 , approximately 200 of our travel centers included a full service restaurant, approximately 160 of our travel centers offered at least one QSR and there were a total of approximately 430 QSRs in our 255 travel centers.

•

Truck Service. Most of our travel centers have truck repair and maintenance facilities. Our 243 truck repair and maintenance facilities typically have between two and eight service bays and are staffed by mechanics and service technicians employed by us or our franchisees. These shops generally operate 24 hours per day, 365 days per year and offer extensive maintenance and emergency repair and road services, ranging from basic services such as oil changes, wheel alignments and tire repair to specialty services such as diagnostics and repair of air conditioning, brakes and electrical systems and diesel filter cleaning. Our repair and maintenance services are generally covered by our warranty. Most of our truck repair and maintenance facilities provide some warranty work on Daimler Trucks North America, or Daimler, brand trucks through our participation in the Freightliner ServicePoint® and Western Star ServicePoint® programs, as described under the heading "Operations - Daimler Agreement" below.

RoadSquad® is a roadside truck service program that operates 24 hours per day, seven days per week and as of December 31, 2016, included a fleet of approximately 600 heavy duty emergency vehicles at our sites. Our service trucks are positioned at our travel centers and centrally dispatched to assist customers with repairs when they are unable to bring their trucks to our travel centers due to a break down.

RoadSquad Connect® is our centralized call center to dispatch both our RoadSquad® vehicles and third party roadside service providers, and is designed to extend the geographic reach of RoadSquad®. RoadSquad Connect® includes service providers in 50 U.S. states and one Canadian province with a total of approximately 1,800 locations as of December 31, 2016.

RoadSquad OnSite® offers truck and trailer repair services at customer facilities and included a fleet of approximately 90 trucks as of December 31, 2016. RoadSquad OnSite® offers various services such as pre-trip truck inspections, U.S. Department of Transportation required inspections, tire repair and replacement, marker light operation checks, brake inspections, truck refurbishings and complete lubrication services.

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TA Commercial Tire Network™ is a commercial tire program that began in late 2016 through which we sell a variety of branded tires at our truck repair and maintenance facilities, on customers' lots, distribution centers, through direct sales and under tire manufacturers' national fleet account programs. We believe that the TA Commercial Tire Network™ will position us to successfully respond to customers' demands for tire brands and delivery/install services at competitive pricing.

•

Travel Stores. Our travel stores located at a travel center have a selection of over 4,700 items, including packaged food and snack items, beverages, non-prescription drug and beauty supplies, batteries, automobile accessories, and music and video products. Each travel store also has a "to go" bar offering fresh brewed coffee, hot dogs, prepared sandwiches and other prepared foods. The travel stores in our travel centers also sell items specifically designed for the truck driver's "on the road" lifestyle, including laundry supplies, clothing, truck accessories and a variety of electronics. In 2015, we began to use Minit Mart branding at the travel stores in our travel centers; as of December 31, 2016, 47 of these include Minit Mart signage and branding elements, 22 of which were completed during 2016.


•	Parking . Our travel centers offer the Reserve-It!® parking program, which allows drivers to reserve for a fee a parking space in advance of arriving at a travel center.

•

Additional Driver Services. We believe that trucking fleets can improve the retention and recruitment of truck drivers by directing them to visit large, high quality, full service travel centers with plentiful overnight parking. We offer commercial trucker and other customer loyalty programs, the principal program being the UltraOne® Club, that are similar to the frequent shopper programs offered by other retailers. Drivers receive points for diesel fuel purchases and for spending on selected nonfuel products and services. These points may be redeemed for discounts on nonfuel products and services at our travel centers. In addition, we publish a magazine called RoadKing® which includes articles and advertising of interest to professional truck drivers. Some of our travel centers offer casino gaming. We strive to provide a consistently high level of service and amenities to professional truck drivers at all of our travel centers, making our travel centers an attractive choice for trucking fleets. Most of our travel centers provide truck drivers the amenities listed below:


•	specialized business services, including an information center where drivers can send and receive faxes, overnight mail and other communications;


•	a banking desk where drivers can cash checks and receive funds transfers from fleet operators;


•	wi-fi internet access;


•	a laundry area with washers and dryers;


•	private showers;


•	free exercise facilities; and


•	areas designated for truck drivers only, including a theater or big screen television room with a video player and comfortable seating.

Convenience Stores

Our typical convenience store includes:


•	approximately 10 fueling positions;


•	approximately 3,700 square feet of interior space;


•	at least one QSR offering; and


•	various nonfuel offerings such as coffee, groceries and fresh foods.

The majority of our convenience stores are open 24 hours per day, 365 days per year.

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Our convenience store locations offer a broad range of products and services designed to appeal to our customers, including:


•	Fuel. We sell branded gasoline and unbranded diesel fuel at our convenience stores. As of December 31, 2016 , we offered branded gasoline at all of our 233 convenience stores and offered unbranded diesel fuel at approximately 32 of our convenience stores.

•

Nonfuel Offerings. Our convenience stores generally have a selection of over 3,100 items, including packaged food and snack items, beverages, beer and wine, tobacco products, non-prescription drug and beauty supplies, batteries, and automobile accessories. Each convenience store also has a "to go" bar offering fresh brewed coffee, fountain drinks, hot dogs, prepared sandwiches and other prepared foods. As of December 31, 2016 , 83 of our convenience stores also offered car washes.


•	QSRs. Many of our convenience stores have a nationally recognized branded QSR. We operate 26 different brands of QSRs at our convenience stores, including O'Deli's Subs®, Godfather's Pizza®, Hunt Brothers Pizza®, Subway® and Dunkin' Donuts®. As of December 31, 2016 , 105 of our convenience stores offered at least one QSR and there were a total of 187 QSRs in our 233 convenience stores.

Operations

Our travel centers and convenience stores offer similar products and services, and utilize some of the same suppliers, as discussed further below.

Fuel. We sell fuel to our customers at prices that we establish daily or are indexed to market prices and reset daily. For the year ended December 31, 2016 , diesel fuel and gasoline revenue represented approximately 74% and 26% , respectively, of our total fuel revenue. For the year ended December 31, 2016 , approximately 79% of our diesel fuel was sold at discounts to posted prices to trucking fleet customers. We have numerous sources for our diesel fuel and gasoline supply, including nearly all of the large oil companies operating in the U.S. We purchase diesel fuel from various suppliers at rates that fluctuate with market prices and generally are reset daily. By establishing diesel fuel supply relationships with several alternate suppliers for most locations, we believe we are able to effectively create competition for our purchases among various diesel fuel suppliers. We also believe that purchasing arrangements with multiple diesel fuel suppliers may help us avoid product outages during times of diesel fuel supply disruptions. At some locations, however, there are few suppliers for diesel fuel in that market and we may have only one viable supplier. Generally we have single sources of supply for gasoline at each of our locations. We offer biodiesel at a number of our travel centers and have a limited number of suppliers for this product at those sites.

A large majority of truck drivers use a payment method known as truck "fuel cards," which allows truck drivers to purchase fuel and other goods and services, and permits trucking companies to track fuel and other purchases made by their drivers throughout the United States. Most of our trucking customers transact business with us by use of fuel cards, most of which are issued by third party fuel card companies. The fuel card industry has only two significant participants, FleetCor Technologies, Inc., the parent of Comdata Inc., and its subsidiaries, or FleetCor, and WEX Inc., and its subsidiaries, or WEX. We believe almost all trucking companies use only one fuel card provider and have become increasingly dependent upon the data, reports and other services provided by their respective sole fuel card provider to manage their fleets and simplify their data processing.

Generally our fuel purchases are delivered directly from suppliers' terminals to our locations. We generally do not contract to purchase substantial quantities of fuel to hold as inventory. We generally have three days of diesel fuel and gasoline inventory at our travel centers, and five days of diesel fuel and gasoline inventory at our convenience stores. We believe our exposure to market price increases for diesel fuel and gasoline is partially mitigated by the significant amount of our diesel fuel and gasoline sales that are sold under arrangements that include pricing formulae that reset daily and are indexed to market prices and by us generally not purchasing fuel for delivery other than on the date of purchase. We historically have not engaged in any fixed or hedged price fuel contracts.

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Nonfuel Products. We have many sources for the large variety of nonfuel products that we sell. We have developed supply relationships with several suppliers of certain nonfuel products, including Daimler for truck parts, Bridgestone Corporation, Continental AG, Cooper Tire and Rubber Company, Goodyear Tire and Rubber Company, Michelin North America, Inc., Pirelli & C. SpA and Yokohama Tire Corporation for truck tires, McLane Company, Inc. for travel and convenience store and tobacco products, U.S. Foods for restaurant food products and ExxonMobil Oil Corporation and Equilon Enterprises LLC doing business as Shell Oil Products U.S., or Shell, for lubricants. We maintain two distribution centers to distribute certain nonfuel and nonperishable products to our locations using a combination of contract carriers and our fleet of trucks and trailers. We believe these distribution centers allow us to purchase, maintain and transport inventory and supplies at lower costs.

Daimler Agreement . We are party to an agreement with Daimler that extends to July 2019. Daimler is a leading manufacturer of large trucks in North America under the Freightliner and Western Star brand names. Except for locations in Texas, our TA and Petro truck repair and maintenance facilities are, or are expected to be, authorized providers of repair work and specified warranty repairs to Daimler's customers. This is accomplished through the Freightliner ServicePoint® program at TA locations and through the Freightliner and/or Western Star ServicePoint® programs at our Petro locations. Our TA and Petro truck maintenance and repair facilities are also part of Freightliner's 24 hour customer assistance database for emergency and roadside repair referrals and we have access generally to Daimler's parts distribution, service and technical information systems.

Competition

Travel Centers

Fuel and nonfuel products and services can be obtained by trucking companies and truck drivers from a variety of sources, including national and regional full service travel centers and pumper only truck stops, some of which are owned or franchised by large chains and some of which are independently owned and operated, and some large service stations. In addition, some trucking companies operate their own terminals to provide fuel and services to their own trucking fleets and drivers. Some of our competitors may have more resources than we do and vertically integrated fuel and other businesses which may provide them competitive advantages. For all of these reasons and others, we can provide no assurance that we will be able to compete successfully.

We believe that although the travel center and truck stop industry is highly fragmented, with approximately 6,400 travel centers and truck stops in the U.S., the largest trucking fleets tend to purchase the majority of their fuel from us and our two largest competitors. We believe that large trucking fleets and long haul trucking fleets tend to purchase the large majority of their fuel at the approximately 1,900 travel centers and truck stops that are located at or near interstate highway exits. Based on the number of locations, TA, Pilot Travel Centers LLC, or Pilot, and Love's Travel Stops and Country Stores, Inc., or Love's, are the three largest companies focused principally on the travel center industry. We believe that, during 2016, both of our principal competitors, Pilot and Love's, have added more travel centers to their networks than we have to our network, and in some cases competition from new sites added by Pilot and Love's has negatively impacted our unit results. Nevertheless, we believe we are able to compete successfully in part because many of our travel centers were originally developed years ago when prime real estate locations along the interstate highway system were more readily available than they are today, which we believe would make it difficult to fully replicate our travel center business.

We compete with other travel center and truck stop chains based primarily on diesel fuel prices and the quality, variety and pricing of our nonfuel products, services and amenities. Our truck repair and maintenance facilities compete with other providers of truck repair and maintenance facilities, including some at Pilot and Love's locations. These two competitors have increased their respective numbers of truck repair and maintenance facilities over the past few years; however, they do not currently offer as large a network of repair and maintenance facilities as we do and generally do not offer the breadth of services that we offer. For truck maintenance and repair services, we also compete with regional full service travel center and smaller truck stop chains, full service independently owned and operated travel centers and truck stops, fleet maintenance terminals, independent garages, truck and commercial tire dealerships, truck quick lube facilities and other parts and service centers. We also compete with other full service restaurants, QSRs, mass merchandisers, electronics stores, drugstores, gasoline stations and convenience stores. Some truck fleets own their own fuel, repair and maintenance facilities; however, we believe the long term trend has been toward a reduction in these facilities in favor of obtaining fuel, repair and maintenance services from third parties like us. We believe that we are able to compete successfully because we offer consistent, high quality products and services, and our nationwide travel centers provide an advantage to large trucking fleets, particularly long haul trucking fleets, by enabling them to (i) take advantage of efficiencies afforded by the wide array of products and services our travel centers provide for their equipment and their drivers and (ii) reduce the number of their suppliers by routing their trucks through our travel centers nationwide.

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An additional source of competition in the future could result from commercialization of state owned interstate highway rest areas. Some state governments have historically requested that the federal government allow these rest areas to offer fuel and nonfuel products and services similar to that offered at a travel center and certain congressional leaders have historically supported such legislation. If commercialized, these rest areas may increase the number of locations competing with us and these rest areas may have significant competitive advantages over existing travel centers, including ours, because they are generally located on restricted (i.e., toll) roads and have dedicated ingress and egress.

Convenience Stores

The convenience store industry is highly competitive with ease of entry and constant changes in the number and types of retailers offering products and services similar to those we offer. Fuel, food, including prepared foods, and nonfood items similar or identical to those sold by us are generally available from various competitors in the communities we serve, including other convenience store chains, independent convenience store operators, supermarkets, drug stores, discount clubs, motor fuel service stations, discount retail chains or independent stores, fast food operations, gasoline stations and other retail stores. We believe our stores compete principally with local grocery stores, restaurants, larger gasoline stations offering a more limited selection of grocery and food items for sale and other convenience stores. As of December 31, 2016 , the U.S. convenience store industry consisted of approximately 154,000 convenience stores. Based on the number of our locations, including the convenience store operations within our travel centers, we believe we currently are one of the 25 largest convenience store operators in the convenience store industry.

Our Leases with HPT

We have five leases with Hospitality Properties Trust, or HPT, four leases for an aggregate of 158 properties, which we refer to collectively as the TA Leases, and a fifth lease for 40 travel center properties, which we refer to as the Petro Lease. We refer to the four TA Leases and the Petro Lease collectively as the HPT Leases. One of our subsidiaries is a tenant under the leases, and we, and in the case of our TA Leases certain of our subsidiaries, guarantee the tenants' obligations under the leases. The following is a summary of the material terms of these leases, as amended.

Term. The TA Leases expire on December 31, 2026, 2028, 2029 and 2030, respectively. The Petro Lease expires on June 30, 2032 . We may extend each of these leases for up to two additional periods of 15 years.

Rent. As of December 31, 2016 , the HPT Leases require us to pay aggregate minimum rent to HPT in an amount of $272.0 million per year. We may request that HPT purchase approved renovations, improvements and equipment additions we make at the leased properties, in return for an increase in our minimum annual rent equal to the amount paid by HPT times the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5% . HPT is not required to purchase any improvements and we are not required to sell any improvements to HPT.

Percentage Rent. Under the HPT Leases, we incur percentage rent payable to HPT. The percentage rent is 3% of the excess of gross nonfuel revenues for any particular year over the percentage rent base year amount. HPT had agreed to waive payment of the first $2.5 million of percentage rent that may become due under our Petro Lease, and through December 31, 2016 , HPT has waived, in aggregate, all of the $2.5 million of percentage rent to be waived.

Deferred Rent. We owe deferred rent to HPT in an aggregate amount of $150.0 million , of which $42.9 million , $29.3 million , $29.1 million , $27.4 million and $21.2 million will be due and payable on June 30, 2024, and December 31, 2026 , 2028 , 2029 and 2030 , respectively. Interest does not accrue on this deferred rent obligation, subject to exceptions. This deferred rent obligation may be accelerated by HPT and become due on an earlier date and interest shall begin to accrue thereon upon the occurrence of certain events, including a change of control in us.

Maintenance and Alterations. We must maintain, at our expense, the leased properties, including maintenance of structural and non-structural components. At the end of each lease we must surrender the leased properties in substantially the same condition as existed at the commencement of the lease subject to any permitted alterations and reasonable wear and tear.

Assignment and Subletting. HPT's consent is required for any direct or indirect assignment or sublease of any of the leased properties. We remain liable under the leases for subleased properties.

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Indemnification and Insurance. With limited exceptions, we indemnify HPT for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties. We generally must maintain commercially reasonable insurance. Our insurance coverage requirements include:


•	property insurance in an amount equal to the full replacement cost of at risk improvements at our leased properties;


•	business interruption insurance;


•	general liability insurance, including bodily injury and property damage, in amounts that are generally maintained by companies operating travel centers;


•	flood insurance for any property located in whole or in part in a flood plain;


•	workers' compensation insurance if required by law; and


•	such additional insurance as may be generally maintained by companies operating travel centers, including certain environmental insurance.

The HPT Leases generally require that HPT be named as an additional insured under our insurance policies.

Damage, Destruction or Condemnation. If any leased property is damaged by fire or other casualty or taken by eminent domain, we are generally obligated to rebuild. If the leased property cannot be restored, HPT will generally receive all insurance or taking proceeds, we are liable to HPT for any deductible or deficiency between the replacement cost and the amount of such proceeds, and the annual minimum rent will be reduced by (i) in the case of the TA Leases, at HPT's option, either 8.5% of the net proceeds paid to HPT or the fair market rental of the damaged, destroyed or condemned property, or portion thereof, as of the commencement date of the TA Leases; (ii) in the case of a casualty loss under the Petro Lease, 8.5% of the net proceeds paid to HPT plus 8.5% of the fair market value of the land; and (iii) in the case of a taking under the Petro Lease, 8.5% of the amount of the net proceeds paid to HPT.

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


•	our failure to pay rent or any other amounts when due;


•	our failure to maintain the insurance required under the lease;


•	the occurrence of certain events with respect to our insolvency;


•	the institution of a proceeding for our bankruptcy or dissolution;


•	our failure to continuously operate any leased properties without HPT's consent;

•

the acquisition by any person or group of beneficial ownership of 9.8% or more of our voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors; the sale of a material part of the assets of us or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the board of directors of us or any such tenant or guarantor; in each case without the consent of HPT;


•	our default under any indebtedness of $10.0 million or more for the TA Leases, or $20.0 million or more for the Petro Lease, that gives the holder the right to accelerate the maturity of the indebtedness; and


•	our failure to perform certain other covenants or agreements of the lease and the continuance thereof for a specified period of time after written notice.

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


•	accelerate the rent;


•	terminate the lease; and/or


•	make any payment or perform any act required to be performed by us under the lease and receive from us, on demand, an amount equal to the amount so expended by HPT plus interest.

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

Lease Subordination. Each lease may be subordinated to any mortgages of the leased properties by HPT, but HPT is required to obtain nondisturbance agreements for our benefit.

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

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

Territorial Restrictions. Under the terms of each lease, without the consent of HPT, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPT is located.

Right of First Refusal. We have granted to HPT in the HPT Leases a right of first refusal to acquire or finance any properties that we determine to acquire.

Non-Economic Properties. If during a lease term the continued operation of any leased property becomes non-economic in our reasonable determination and we and HPT cannot agree on an alternative use for the property, we may offer that property for sale, including the sale of HPT's interest in the property, free and clear of our leasehold interests. No sale of a property leased from HPT, however, may be completed without HPT's consent. In the event we obtain a bona-fide offer to purchase the property and HPT consents to the sale, the net sale proceeds received will be paid to HPT, exclusive of amounts associated with our personal property, which we can elect to sell to the buyers or keep, and the annual minimum rent payable shall be reduced. In the case of the TA Leases, this rent reduction will be, at HPT's option, either the amount of such proceeds times 8.5% or the fair market rental for such property as of the commencement date of the lease; in the case of the Petro Lease, this reduction will be the amount of such proceeds times 8.5%. If we obtain a bona-fide offer to purchase the property but HPT does not consent to the sale of the property, that property will no longer be part of the lease and the minimum rent will be reduced as if the sale had been completed at the amount offered. No more than a total of 15 properties subject to the TA Leases and no more than five properties subject to the Petro Lease may be offered for sale as non-economic properties during the applicable lease term.

Arbitration. Our leases with HPT also include arbitration provisions for the resolution of disputes, claims and controversies.

See Note 7 to the Notes to Consolidated Financial Statements in Item 15 of this Annual Report for more information about the terms of the HPT Leases and related amounts.

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Relationships with Franchisees

We have lease and franchise agreements with lessees and owners of travel centers and standalone restaurants. We collect rent and franchise, royalty and other fees under these agreements. The table below summarizes by state information as of December 31, 2016 , regarding branding and ownership of the travel centers and standalone restaurants our franchisees operate and excludes travel centers and standalone restaurants we operate. The TA and Petro brand properties are included in our travel center segment and the QSL branded properties are included in corporate and other in our segment information. Similar information for the locations we operate is included in Item 2 of this Annual Report.



	Brand Affiliation:				Ownership of Sites By:
	TA	Petro	QSL ⁽¹⁾	Total	TA	Franchisee or Others
Alabama	1	1	—	2	1	1
Florida	—	—	1	1	—	1
Georgia	1	—	—	1	1	—
Illinois	—	1	—	1	—	1
Indiana	—	—	1	1	—	1
Iowa	1	—	1	2	—	2
Kansas	1	1	—	2	—	2
Kentucky	—	—	1	1	—	1
Louisiana	—	—	2	2	—	2
Minnesota	—	2	—	2	—	2
Missouri	2	2	—	4	—	4
New Jersey	—	—	3	3	—	3
North Carolina	—	1	—	1	—	1
North Dakota	—	1	—	1	—	1
Ohio	1	1	9	11	—	11
Oregon	1	—	—	1	—	1
Pennsylvania	1	—	12	13	—	13
South Carolina	—	—	2	2	—	2
Tennessee	2	—	2	4	1	3
Texas	3	—	—	3	2	1
Virginia	1	2	1	4	—	4
West Virginia	—	—	1	1	—	1
Wisconsin	1	2	3	6	—	6
Total	16	14	39	69	5	64


⁽¹⁾	Since December 31, 2016 , to the date of this Annual Report we acquired six standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.

TA and Petro Franchise Agreements

Material provisions of our TA and Petro travel center franchise agreements typically include the following:

Initial Franchise Fee. The initial franchise fee for a new TA or Petro franchise is $1.0 million .

Term of Agreement. The initial term of a franchise agreement is generally 10 to 15 years. Our TA franchise agreements generally provide for two five year renewals on the terms then being offered to prospective franchisees at the time of the franchise renewal and our Petro franchise agreements generally provide for two five year renewals on the same terms as the expiring agreements. As of December 31, 2016 , our franchise agreements had an average remaining term excluding renewal options of five years and an average remaining term including renewal options of 10 years.

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Protected Territory. Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TA brand in a specified territory for that TA branded franchise travel center. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchise travel center.

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

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

Fuel Purchases, Sales and Royalties. Our franchise agreements require the franchisee to pay us a royalty fee per gallon of fuel sold based on sales of certain fuels at the franchised travel center, unless they purchase their fuel inventory from us. We also purchase receivables generated by some of our franchisees in connection with sales to common trucking fleet customers through our proprietary billing system on a non-recourse basis in return for a fee.

Royalty Payments on Nonfuel Revenues. Franchisees are required to pay us a royalty fee generally equal to between 2.0% and 4.0% of nonfuel revenues, in some cases up to a threshold amount, with a lower percentage fee payable on amounts in excess of the threshold amount and on revenues from branded QSRs.

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

Rights of First Refusal. During the term of each franchise agreement, we generally have a right of first refusal to purchase that facility at the price offered to a franchisee by a third party. In addition, some of our agreements give us a right to purchase the franchised center for fair market value, as determined by the parties or an independent appraiser, upon expiration or earlier termination of the franchise agreement.

Franchisee Lease Agreements

In addition to franchise fees, we also collect rent from franchisees who lease their respective travel centers from us. At December 31, 2016 , there were five such leased franchisee travel centers. The current terms of the five lease agreements end between June and September 2017. Four of the five leases have one renewal option for an additional five year period; the fifth lease has no renewal option. The leases require that the franchisees notify us of their intent to renew the lease at least 90 days but not more than 180 days prior to the expiration of the current term. Among other things, renewal is contingent upon the franchisee not being in default under the expiring lease and executing our then current form of lease, the terms of which may differ from the expiring lease, including without limitation, increased rent.

QSL Franchise Agreements

Material provisions of our QSL franchise agreements typically include the following:

Initial Franchise Fee. The initial franchise fee for a new QSL franchise is $ 40.0 thousand . If a franchisee chooses to develop a location within a specified development area, the franchisee is required to pay an initial development fee of $20.0 thousand per restaurant.

Term of Agreement. The initial term of a QSL franchise agreement is generally 10 to 20 years. Our QSL franchise agreements generally provide for a 10 year renewal on the terms then being offered to prospective franchisees at the time of the franchise renewal. As of December 31, 2016 , our franchise agreements had an average remaining term excluding renewal options of 12 years and an average remaining term including renewal options of 21 years.

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Protected Territory. Under the terms of our franchise agreements, generally we have agreed not to operate, or allow another person to operate, a restaurant in a specified territory. In addition, the franchisees have agreed not to operate a similar restaurant within a specified territory, for a minimum of two years commencing on the effective date of the agreement.

Restaurant Offerings. Franchisees are required to operate their restaurants in conformity with the image of QSL and agree to prepare, sell and offer only those menu items that have been approved by us.

Royalty Payments on Net Revenues. QSL franchisees are required to pay us a royalty fee on net sales, which includes sales of all goods and merchandise, or services, equal to between 4.0% to 5.0%.

Advertising, Promotion and Image Enhancement. Our franchisees are required to make additional payments to us as contributions to the applicable brand wide advertising, marketing and promotional expenses we incur. In addition, franchisees are required to spend an agreed upon percentage of net revenue on local advertising.

Termination/Nonrenewal. Generally, we may terminate or refuse to renew a franchise agreement for default by the franchisee.

Rights of First Refusal. During the term of each franchise agreement, we generally have a right of first refusal to purchase that facility at the price offered to a franchisee by a third party.

Regulatory Environment

Environmental Regulation

Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the HPT Leases, we generally have agreed to indemnify HPT for any environmental liabilities related to properties that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the leased properties. Under an agreement with Shell, we have agreed to indemnify Shell and its affiliates from certain environmental liabilities incurred with respect to our travel centers where Shell has installed natural gas fueling lanes.

For further information about these and other environmental and climate change matters, see the disclosure under the heading "Environmental Contingencies" in Note 13 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report. In addition, for more information about these environmental and climate change matters and about the risks which may arise as a result, see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements," Item 1A, "Risk Factors," and Item 7, "Management's Discussion and Analysis—Environmental and Climate Change Matters."

Franchise Regulation

Subject to certain exemptions, the Federal Trade Commission regulations require that we make extensive disclosure to prospective franchisees and some states require state registration and delivery of specified disclosure documentation to potential franchisees. Some state laws also impose restrictions on our ability to terminate or not renew franchises and impose other limitations on the terms of our franchise relationships or the conduct of our franchise business. The Petroleum Marketing Practices Act imposes special regulations on franchises where petroleum products are offered for sale. Also, a number of states include, within the scope of their petroleum franchising statutes, prohibitions against price discrimination and other allegedly anticompetitive conduct. These provisions supplement applicable federal and state antitrust laws. We believe that we are in compliance with all franchise laws applicable to our business.

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Gaming Regulation

As a result of our involvement in gaming operations at some of our travel centers operated through certain of our subsidiaries, we and such subsidiaries, which we refer to as our licensed subsidiaries, are currently subject to gaming regulations in Illinois, Louisiana, Montana and Nevada. Requirements under gaming regulations vary by jurisdiction but include, among other things:


•	findings of suitability by the relevant gaming authorities with respect to, or licensure of, certain of our and our licensed subsidiaries' officers, directors and key employees and certain individuals having a material relationship with us or our licensed subsidiaries;


•	findings of suitability by the relevant gaming authorities with respect to certain of our security holders and restrictions on ownership of certain of our securities;


•	prior approval in certain circumstances by the relevant gaming authorities of offerings of our securities;


•	prior approval by the relevant gaming authorities of changes in control of us; and


•	specified reporting requirements.

Holders of beneficial interests in our voting securities are subject to licensing or suitability investigations by the relevant gaming authorities under various circumstances including, generally, service on our Board of Directors, the attainment of certain levels of ownership of a class of voting securities, or involvement in the gaming operations of or influence over us or our licensed subsidiaries. Persons or entities seeking to acquire control over us or over operation of the license are subject to prior investigation by and approval from the relevant gaming authorities. Any beneficial owner of our voting securities, regardless of the number of shares owned, may be required by a relevant gaming authority to file an application and have their suitability reviewed in certain circumstances, including if the gaming authority has reason to believe that such ownership of our voting securities would otherwise be inconsistent with its state's gaming laws. In some jurisdictions, the applicant must pay all costs of investigations incurred in connection with such investigations. Additionally, in the event of a finding by a relevant gaming authority that a person or entity is unsuitable to be an owner of our securities, such person would be prohibited from, among other things, receiving any dividend or interest upon such securities, exercising any voting right conferred through such securities or continuing to hold our securities beyond such period of time as may be prescribed by such gaming authority, managing the licensed business and, in some cases, the shareholder may be required to divest himself or itself of our voting securities.

Certain of our and our subsidiaries' officers and directors must also file applications, be investigated and be licensed or found suitable by the relevant gaming authorities in order to hold such positions. In the event of a finding by a relevant gaming authority that a director, officer, key employee or individual with whom we or our licensed subsidiary have a material relationship is unsuitable, we or our licensed subsidiary, as applicable, may be required to sever our relationships with such individual or such individual may be prohibited from serving as our director or officer.

Any violations by us or any of our licensed subsidiaries of the gaming regulations to which we are subject could result in fines, penalties (including the limiting, conditioning, suspension or revocation of any licenses held) and criminal actions. Additionally, certain jurisdictions, such as Nevada, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports regarding those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

On August 5, 2016, our Board of Directors approved and adopted a Gaming Compliance Plan, or the Compliance Plan, as required by the Nevada Gaming Commission in connection with the gaming operations at certain of our travel center locations. In connection with its adoption of the Compliance Plan, the Board established a Gaming Compliance Committee, or the Compliance Committee, and designated a member of the Audit Committee of the Board to serve as the Board's liaison to the Compliance Committee pursuant to the terms of the Compliance Plan.

Seasonality

Our sales volumes are generally lower in the first and fourth quarters than the second and third quarters of each year. In the first quarter, the movement of freight by professional truck drivers as well as motorist travel are usually at their lowest levels of each calendar year. In the fourth quarter, freight movement is typically lower due to the holiday season. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences as our rent and certain other costs do not vary seasonally.

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Intellectual Property

We own the "Petro Stopping Centers," "Minit Mart" and "Quaker Steak & Lube" names and related trademarks and various trade names used in our business including RoadSquad®, RoadSquad Connect®, RoadSquad OnSite®, TA Commercial Tire Network™, UltraOne®, Iron Skillet®, Reserve-It!®, eShop® and others. We have the right to use the "TA," "TravelCenters of America," Country Pride® and certain other trademarks, which are owned by HPT, during the terms of each of the four TA Leases. We also license certain trademarks used in the operation of certain of our QSRs and convenience stores and may in the future license trademarks to be used in the operation of one or more of our full service restaurants. We believe that these trademarks are important to our business, but that they could be replaced with alternative trademarks without significant disruption in our business except for the cost of such changes, which may be significant.

Internet Websites

Our internet website addresses are www.ta-petro.com, www.minitmart.com and www.thelube.com. Copies of our governance guidelines, code of business conduct and ethics, our insider trading policy and the charters of our audit, compensation and nominating and governance committees are posted on our website at www.ta-petro.com and also may be obtained free of charge by writing to our Secretary, TravelCenters of America LLC, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. We also have a policy outlining procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters and a governance hotline accessible on our website that shareholders can use to report concerns or complaints about accounting, internal controls or auditing matters or violations or possible violations of our code of business conduct and ethics. We make available, free of charge, on our website at www.ta-petro.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these forms are filed with, or furnished to, the Securities and Exchange Commission, or the SEC. Any shareholder or other interested party who desires to communicate with our Independent Directors, individually or as a group, may do so by filling out a report on our website at www.ta-petro.com. Our Board of Directors also provides a process for security holders to send communications to the entire board. Information about the process for sending communications to our Board of Directors can be found on our website at www.ta-petro.com.

Item 1A. Risk Factors

Our business faces many risks. If any of the events or circumstances described in the following risks occurs, our business, financial condition or results of operations could suffer and the market prices of our equity or debt securities could decline. Investors and prospective investors should carefully consider the following risks, the risks referred to elsewhere in this Annual Report and the information contained under the heading "Warning Concerning Forward Looking Statements" before deciding whether to invest in our securities.

Risks Related to Our Business

Our operating margins are narrow .

Our operating margins are low. Fuel sales comprise the majority of our revenues and generate low gross margin percentages. A small percentage decline in our future revenues or increase in our future costs, especially revenues and costs and expenses related to fuel, may cause our profits to decline or us to incur losses. Fuel prices and sourcing have historically been volatile, which may increase the risk of declines in revenues or increases in costs. In the years during the U.S. economic recession and periods of historically high and volatile fuel prices, we realized large operating losses. Shifts in customer demand for our products and services, including as a result of increased fuel conservation practices, or heightened competition could cause our operating margins to narrow further and we may incur losses. Our operating margins will also be negatively impacted by any increase in transaction or other fees we are required to pay to fuel card providers that we cannot pass along to our customers.

Our financial results are affected by U.S. trucking industry economic conditions.

The trucking industry is the primary customer for our goods and services. Demand for trucking services in the U.S. generally reflects the amount of commercial activity in the U.S. economy. When the U.S. economy declines, demand for goods moved by trucks declines, and in turn demand for our products and services typically declines, which could have an adverse effect on our results of operations and financial condition.

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Increasing truck fuel efficiency may adversely impact our business.

Government regulation and the high cost of motor fuels in recent years are causing truck manufacturers and our trucking customers to focus on fuel efficiency. The development of new technologies, such as truck platooning (the electronic linking of trucks with a lead vehicle), heat and kinetic energy recovery technologies, and substantially lighter "super trucks," and higher efficiency motor fuels could result in significant increases in fuel efficiency. The largest part of our business consists of selling motor fuel. If our trucking customers purchase less motor fuel because their trucks operate more efficiently or use alternative fuels, our financial results will decline unless we are able to sufficiently offset those declines by selling substitute or other products or services, gaining market share, increasing our gross margins per gallon of fuel sold or reducing our operating costs. It is unclear whether we will be able to operate our travel centers profitably if the amount of motor fuels used by the U.S. trucking industry declines. If and as truck fuel use efficiency continues to increase and if we are unable to sufficiently offset any resulting declines in our fuel sales volume, our profits may decline or we may incur losses.

We have a substantial amount of indebtedness and rent obligations, which could adversely affect our financial condition.

Our indebtedness and rent obligations are substantial. The terms of our leases with HPT require us to pay all of our operating costs and generally fixed amounts of rent. During periods of business decline, our revenues and gross margins may decrease but our minimum rents due to HPT and the interest payable on our indebtedness do not decline proportionately or at all. A decline in our revenues or an increase in our expenses may make it difficult or impossible for us to make payments of interest and principal on our debt or meet our rent obligations and could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations or other purposes. Our substantial indebtedness and rent obligations may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to competitors that have lower relative debt levels. If we default under our HPT leases, we may be unable to continue our business. Any or all of the above events and factors could have an adverse effect on our results of operations and financial condition.

Fuel price increases and fuel price volatility could negatively affect our business.

Increasing fuel prices and fuel price volatility have several adverse impacts upon our business. First, high fuel prices result in higher truck shipping costs. This causes shippers to consider alternative means for transporting freight, which reduces trucking business and, in turn, reduces our business. Second, high fuel prices cause our trucking customers to seek cost savings throughout their businesses. This has resulted in the implementation by many of our customers of measures to conserve fuel, such as purchasing trucks that have more fuel efficient engines or other technologies, lowering maximum driving speeds and employing other practices to conserve fuel, such as truck platooning and reduced truck engine idling, which measures reduce total fuel consumption and in turn reduce our fuel sales. Third, higher fuel prices may result in less disposable income for our customers to purchase our nonfuel goods and services. Fourth, higher and more volatile fuel commodity prices increase the working capital needed to maintain our fuel inventory and receivables, and this increases our costs of doing business. Further, increases in fuel prices may place us at a cost disadvantage to our competitors that may have larger fuel inventory or forward contracts executed during periods of lower fuel prices. If fuel commodity prices or fuel price volatility increase, our financial results may not improve and may worsen.

The industries in which we operate are highly competitive.

We believe that large trucking fleets and long haul trucking fleets tend to purchase the large majority of their fuel at travel centers and truck stops that are located at or near interstate highway exits from us or our largest competitors. Based on the number of locations, we, Pilot and Love's are the largest companies in the travel center industry. Increased competition between the major competitors in the travel center and truck stop business could result in a reduction of our gross margins or an increase in our expenses or capital improvement costs, which could negatively affect our profitability and our liquidity.

The convenience store industry in the U.S. and in the geographic areas in which we operate is highly competitive and fragmented with ease of entry and constant change in the number and types of retailers offering the products and services similar to those we provide. We compete with other convenience store chains, independent convenience stores, supermarkets, drugstores, discount clubs, motor fuel service stations, mass merchants, fast food operations and other similar retail outlets. In recent years, several non-traditional retailers, such as supermarkets, club stores and mass merchants, have begun to compete directly with convenience stores, particularly in the sale of motor fuel, and their market share is expected to grow. Increased competition or new entrants to the industry could result in reduction of our gross margins. Based on the number of locations, we are not one of the largest companies in the convenience store industry. In addition, large retailers such as Amazon.com, Inc. and Walmart Inc. have announced plans to enter the convenience store market.

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We also face competition from restaurants in the quick service and casual dining segments of the restaurant industry. These segments are highly competitive and fragmented. Our competition includes a variety of locally owned restaurants and national and regional chains offering dine-in, carry-out, delivery and catering services. Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we do. Among our competitors are a number of multi-unit, multi-market, fast casual restaurant concepts, some of which are expanding nationally. These competitors may have, among other things, lower operating costs, better locations, facilities or management, more effective marketing and more efficient operations.

Any inability to successfully compete effectively will reduce customer traffic and sales at our locations and may prevent us from sustaining or increasing our revenue or improving our profitability.

There is limited competition among third party fuel card companies.

Most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only two significant participants, FleetCor and WEX. According to a published analyst report, FleetCor and WEX collectively account for more than eighty percent of the fuel card provider market. We believe almost all trucking companies use only one fuel card provider and have become increasingly dependent upon the data, reports and other services provided by their respective fuel card provider to manage their fleets and simplify their data processing. Fuel card providers have direct negotiated contractual relationships with their trucking company customers. We cannot easily substitute an alternative fuel card for trucking companies to use to acquire fuel at our locations. An effort to convince trucking companies to use an alternative card at our locations would require significant time, expense and coordination with the provider of that alternative card, and may not be successful.

FleetCor's subsidiary Comdata Inc., or Comdata, has purported to terminate its merchant agreement with us pursuant to which we agreed to accept Comdata issued fuel cards for certain purchases by our customers, which agreement has a stated term ending in 2022. Comdata has unilaterally increased the fees it withholds from our transactions with customers effective February 1, 2017. We believe that Comdata has wrongfully terminated our agreement and raised the fees we pay Comdata, and we are pursuing litigation against FleetCor and Comdata. If we do not prevail in our pending litigation against FleetCor and Comdata to reduce the increased fees Comdata is now charging us, or if WEX or other fuel card issuers raise the fees we are required to pay when the related contracts are renewed, we may not be able to recover the increased expense through higher prices to customers, and our business, financial condition and results of operations may be materially adversely affected. Further, if we do not prevail in our litigation against FleetCor and Comdata and it is determined that Comdata validly terminated our agreement, we may not be able to obtain a new agreement with FleetCor and Comdata, and we may lose a material amount of future business from our customers who use FleetCor or Comdata issued payment cards, resulting in material harm to our business, financial condition and results of operations.

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Climate change and other environmental legislation and regulation and market reaction thereto may decrease demand for our major product, diesel fuel, and require us to make significant capital or other expenditures, which may adversely affect our business .

Climate change and other environmental legislation and regulation, including those addressing greenhouse gas emissions, and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures. For example, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's, or the EPA's, gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, could negatively impact our business. Further, legislative and regulatory initiatives requiring increased truck fuel efficiency have accelerated in the U.S. and these mandates have and may continue to result in decreased demand for diesel fuel, which could have a material adverse effect on our business, financial condition and results of operations. For example, in August 2016 the EPA and the National Highway Traffic Safety Administration established final regulations that will phase in more stringent greenhouse gas emission and fuel efficiency standards for medium and heavy duty trucks beginning in model year 2021 (model year 2018 for certain trailers) through model year 2027, and these regulations are estimated to reduce fuel usage between 9% and 25% (depending on vehicle category) by model year 2027. Regulations that limit carbon emissions may also cause our costs at our locations to increase, make some of our locations obsolete or require us to make material investments in our properties. Increased costs incurred by our suppliers as a result of climate change or other environmental legislation or regulation may be passed on to us in the prices we pay for our fuel supplies, but we may not be able to pass on those increased costs to our customers. Increased fuel costs resulting from these reasons would likely have similar effects on our business, operations and liquidity as discussed elsewhere regarding high fuel costs, including decreased demand for our fuel at our locations, increased working capital needs and decreased fuel gross margins. Moreover, as described elsewhere in this Annual Report, technological changes or changes in customer transportation or fueling preferences, including as a result of or in response to climate change or other environmental legislation or regulation or the market reaction thereto, may require us to make significant capital or other expenditures to adopt those technologies or to address those changed preferences and may decrease the demand for products and services sold at our locations.

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

To mitigate the risks arising from fuel price volatility, we generally maintain limited fuel inventory. Accordingly, an interruption in our fuel supplies would materially adversely affect our business. Interruptions in fuel supplies may be caused by local conditions, such as a malfunction in a particular pipeline or terminal, by weather related events, such as hurricanes in the areas where petroleum or natural gas is extracted or refined, or by national or international conditions, such as government rationing, acts of terrorism, wars and the like. Further, our fuel suppliers may fail to provide us with fuel due to these or other reasons. Any limitation in available fuel supplies or on the fuel we can offer for sale may cause our profits to decline or us to experience losses.

Our storage and dispensing of petroleum products create the potential for environmental damages, and compliance with environmental laws is often expensive.

Our business is subject to laws relating to the protection of the environment. The travel centers and convenience stores we operate include fueling areas, truck repair and maintenance facilities and tanks for the storage and dispensing of petroleum products, waste and other hazardous substances, all of which create the potential for environmental damage. Environmental laws expose us to the possibility that we may become liable to reimburse governments or others for damages and costs they incur in connection with environmental hazards or liable for fines and penalties for failure to comply with environmental laws. We cannot predict what environmental legislation or regulations may be enacted or how existing laws or regulations will be administered or interpreted with respect to our products or activities in the future; more stringent laws, more vigorous enforcement policies or stricter interpretation of existing laws in the future could cause us to expend significant amounts or experience losses.

Under the leases between us and HPT, we generally have agreed to indemnify HPT from environmental liabilities it may incur arising at any of the properties we lease from HPT. Although we maintain insurance policies which cover our environmental liabilities, that coverage may not adequately cover liabilities we may incur. To the extent we incur material amounts for environmental matters for which we do not receive insurance or other third party reimbursement or for which we have not recognized a liability in prior years, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed. Also, to the extent we are or become obligated to fund any such liabilities, such funding obligation could materially adversely affect our liquidity and financial position.

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Our growth strategies and our locations require regular and substantial capital investment. We may be unable to access the capital necessary to invest in our locations or fund acquisitions.

Our growth strategies and business depend upon our ability to raise additional capital at reasonable costs to invest in our locations and to fund acquisitions and investments that we believe are important to expand our business and maintain our competitiveness. All of our travel centers and many of our convenience stores are open for business 24 hours per day, 365 days per year. Due to the nature and intensity of the uses of our locations, they require regular and substantial expenditures for maintenance and capital investments to remain functional and attractive to customers. Although we may request that HPT purchase future renovations, improvements and equipment at the properties that we lease from HPT, HPT is not obligated to purchase any amounts and such purchases only relate to improvements to facilities leased from HPT by us and not to facilities that we have acquired and own or to general business improvements, such as improvements to our information technology networks and systems, or IT systems.

Due to the volatility in the availability of capital to businesses on a global basis and the increased volatility in most debt and equity markets generally, our ability to raise reasonably priced capital is not guaranteed; we may be unable to raise reasonably priced capital because of reasons related to our business, market perceptions of our prospects, the terms or amount of our outstanding indebtedness, the terms or amount of our rent obligations or for reasons beyond our control, such as market conditions. If we are unable to raise reasonably priced capital, our business and profits may decline and our growth strategies may fail.

We rely upon trade creditors for a significant amount of our working capital and the availability of alternative sources of financing may be limited.

Our fuel purchases are our largest operating cost. Historically, we have paid for our fuel purchases after delivery. In the past, as our fuel costs increased with the increase in commodity market prices, some of our fuel suppliers were unwilling to adjust the amounts of our available trade credit to accommodate the increased costs of the fuel volumes that we purchased. Also, our historical financial results and general U.S. economic conditions have caused some fuel suppliers to request letters of credit or other forms of security for our purchases. We cannot predict how high or low fuel prices may be in the future, or to what extent our trade creditors will be willing to adjust the amounts of our available trade credit to accommodate increased fuel costs. Fuel commodity prices significantly impact our working capital requirements, and the unavailability of sufficient amounts of trade credit or alternative sources of financing to meet our working capital requirements could materially adversely affect our business.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of information technology could harm our business.

We rely on IT systems, including the internet, to process, transmit and store electronic information, including financial records and personally identifiable information such as employee and payroll data and workforce scheduling information, and to manage or support a variety of business processes, including our supply chain, retail sales, credit card payments and authorizations, financial transactions, banking and numerous other processes and transactions. We purchase some of the IT systems we use from vendors on whom our IT systems materially depend. We rely on commercially available and proprietary IT systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as payment card and credit information. In addition, the IT systems we use for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, may put payment card data at risk; and some of these IT systems are determined and controlled by the payment card suppliers and not by us. Although we take various actions to protect and maintain the security of the IT systems we use and the data maintained in them, it is possible that our security measures will not prevent the improper functioning of or damage to the IT systems we use, or the improper access to such IT systems or disclosure of personally identifiable or confidential information, such as in the event of a cyber attack. Security breaches, including physical or electronic break ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any compromise or breach of our IT systems could cause material interruptions in our operations, damage our reputation, require significant expenditures to determine the severity and scope of the breach, subject us to material liability claims, material claims of banks and credit card companies or regulatory penalties, reduce our customers' willingness to conduct business with us and could have a material adverse effect on our business, financial condition and results of operations. Moreover, if we have not adopted technologies to support chip and signature credit and charge cards by the deadlines set by the credit card companies, those companies may not pay us for fraudulent transactions occurring at our locations with those companies' cards. Further, the failure of the IT systems we use to operate effectively, or problems we may experience with maintaining the IT systems we currently use or transitioning to upgraded or replacement systems, could significantly harm our business and operations and cause us to incur significant costs to remediate such problems.

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Many of our labor costs cannot be easily reduced without adversely affecting our business.

To maintain and manage our operations requires certain minimum staffing levels to operate our travel centers and certain convenience stores 24 hours per day, 365 days per year, and we attempt to manage our staffing so to avoid excess, unused capacity. As a result, it may be difficult for us to affect future reductions in our staff without adversely affecting our business prospects. Certain aspects of our business require higher skilled personnel, such as truck service technicians. Hiring, training and maintaining higher skilled personnel can be costly, particularly if turnover is high. Further, as we grow our business, particularly the aspects of our business that require higher skilled personnel, we may experience increased difficulty with staffing those positions with qualified personnel and may incur greater costs to do so. Also, certain opportunities for sales may be lost if staffing levels are reduced too much or if we are unable to maintain a sufficient number of higher skilled employees. In addition, costs for health care and other benefits, due to regulation, market factors or otherwise, may further increase our labor costs.

Unfavorable publicity could negatively affect our results of operations as well as our future business.

We operate our travel centers, convenience stores and standalone restaurants under a small number of brand names. We sell gasoline under brands we do not own at most of our locations and many of our locations have QSRs operating under brands we do not own. In addition, we resell numerous other products we obtain from third parties. If we or the companies or brands associated with our products and offerings become associated with negative publicity, including as a result of customer or employee complaints, our customers may avoid purchasing our products and offerings at our locations because of our association with the particular company or brand. In recent years there has been an increase in the use of social media, which allows individuals access to a broad audience. The availability of information on social media is virtually immediate in its impact. The use of social media by our customers, employees or other individuals to make negative statements about our products, offerings, service, brands or other matters associated with us could quickly damage our reputation and negatively impact our revenues, and we may not be able to quickly and effectively address or counter the negative publicity. As noted elsewhere in this Annual Report, the control we may exercise over our franchisees is limited. Negative publicity or reputational damage relating to any of our franchisees may be imputed to our entire company and business. If we were to experience these or other instances of negative publicity or reputational damage, our sales and results of operations may be harmed.

Changes in U.S. trade policies could significantly reduce the volume of imported goods into the U.S., which may materially reduce truck freight volume in the U.S. and our sales.

The Trump administration and members of the U.S. Congress have made public statements indicating possible significant changes in U.S. trade policy and related U.S. tax law changes. For instance, there have been statements made that the U.S. may impose so called “border adjustment” taxes or tariffs on goods imported from certain countries, such as Mexico, into the U.S. Public officials from certain countries have made statements that their countries would take retaliatory actions if these changes are implemented, which may result in “trade wars.” If these matters are realized, the volume of economic activity in the U.S., including trucking freight volume, may be materially reduced. Such a reduction may materially and adversely affect our sales and our business. Further, the realization of these matters may increase our cost of goods and, if those costs cannot be passed on to our customers, our business and profits may be materially and adversely affected.

Disruptive technologies in the energy or transportation industries may materially harm our business.

The major product we sell is diesel fuel, principally to trucking companies. Another significant part of our business is the sale of nonfuel products and services to truck drivers who visit our locations, often in connection with purchasing fuel. Various technologies are being developed in the energy and transportation industries that, if widely adopted, may materially harm our business. For example, electric truck engines do not require diesel fuel and hybrid electric-diesel/gasoline engines may require substantially less diesel/gasoline fuel per mile driven. Further, driverless truck technologies may result in fewer individual truck drivers on the U.S. interstate highways and reduce the customer traffic and sales at our locations. Such reductions may materially and adversely affect our sales and our business.

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Food safety and foodborne illness concerns could have an adverse effect on our business.

We cannot guarantee that our controls and training will be fully effective in preventing all food safety issues at our QSRs located in our travel centers and convenience stores, our full service restaurants in our travel centers and our standalone restaurants, including any occurrences of foodborne illnesses. Some foodborne illness incidents could be caused by third-party vendors and transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations. One or more instances of foodborne illness in any of our quick service or standalone restaurants or related to food products we offer could negatively affect our sales and results of operations if it involves serious illness or is highly publicized. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our standalone restaurants or convenience store or travel center locations. A number of restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our locations, or negative publicity or public speculation about an incident, could have a material adverse effect on our business, financial condition and results of operations.

Territorial restrictions placed on us by our leases with HPT and our franchise agreements with our franchisees could impair our ability to grow our business.

Under our leases with HPT, without the consent of HPT, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPT is located. Additionally, under our leases with HPT, we have granted HPT a right of first refusal on the properties that are the subject of such leases. Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TA brand in a specified territory for that TA branded franchise location. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchise location. As a result of these restrictions, we may be unable to develop, acquire or franchise a travel center in an area in which an additional travel center may be profitable, thereby losing an opportunity for future growth of our business.

Privatization of toll roads or of rest areas may negatively affect our business.

Some states have privatized their toll roads that are part of the interstate highway system. We believe it is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways in the proximity of our locations, our business at those travel centers may decline because truck drivers and motorists may seek alternative routes. Similarly, some states have privatized or are considering privatizing their publicly owned highway rest areas. If publicly owned rest areas along highways are privatized and converted to travel centers in the proximity of some of our locations, our business at those locations may decline and we may experience losses.

Labor disputes or other events may arise that restrict, reduce or otherwise negatively impact the movement of goods in the U.S. , which may adversely impact parts of the trucking industry that are our customers and may adversely impact our financial results at travel centers we operate.

A meaningful aspect of the U.S. trucking industry involves the movement of goods across the U.S. Events that restrict, reduce or otherwise negatively impact the movement of those goods may adversely impact the trucking industry. In 2015, there were extended labor disputes at U.S. west coast ports which slowed the loading and unloading of goods at those ports. A large percentage of the goods which are loaded and unloaded at those ports are transported to and from those ports by trucking companies, including some who are our customers. Future labor disputes could disrupt the transportation of goods across the U.S. and remain unresolved for a prolonged period. Such a disruption may materially and adversely affect our business and our ability to operate profitable travel centers and meet our rent obligations may be adversely affected.

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We may be unable to utilize our net operating loss carryforwards.

Section 382 of the U.S. Code, or the Code, imposes limitations on the ability of a company taxable as a corporation that undergoes an "ownership change," as defined by the Code, to use its net operating loss carryforwards and certain other tax benefits and deductions to reduce its tax liability. If we experience an ownership change, our net operating loss and tax credit carryforwards, which currently are expected to be utilized to offset future taxable income, may be subject to limitations on usage or elimination. In 2009, our bylaws were amended to impose certain restrictions on the transfer of our shares in order to help us preserve the tax treatment of our net operating losses and other tax benefits (see below for a discussion of the risks related to our ownership limitations under the heading "Risks Arising from Certain of Our Relationships and Our Organization and Structure").

Changes in lease accounting standards may materially and adversely affect us.

The Financial Accounting Standards Board recently adopted new accounting rules, to be effective for our fiscal year ending December 31, 2019, that will require companies to capitalize all leases on their balance sheets by recognizing a lessee's rights and obligations. When the rules are effective, we expect we will be required to account for substantially all of our leases under which we are the lessee in the assets and liabilities on our balance sheet, while currently we account for such leases on an "off balance sheet" basis. As a result, a significant amount of lease related assets and liabilities will be recorded on our balance sheets and we may be required to make other changes to the recording and classification of our lease related expenses. Though these changes will not have any direct impact on our overall financial condition or contractual obligations, these changes could cause investors or others to change the way they view our financial condition and could change the calculations of financial metrics and covenants, as well as third party financial models regarding our financial condition.

Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or our internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and our internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While our management will continue to review the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, there can be no guarantee that our disclosure controls and procedures and internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weaknesses, in our disclosure controls and procedures or internal control over financial reporting could result in misstatements of our results of operations or our financial statements or could otherwise materially and adversely affect our business, reputation, results of operations, financial condition or liquidity.

Risks Related to Our Acquisition and Development Plans

Acquisitions may be more difficult, costly or time consuming than expected and the anticipated benefits of a particular transaction may not be fully realized.

Businesses and properties that we acquire often require substantial improvements in order to be brought up to our standards or to achieve our expected financial results. For example, for our travel center acquisitions, these improvements often require an extended period of time to plan, design, permit and complete, often followed by a period of time to mature and become part of our customers' supply networks. Actual results of our acquisitions can vary widely from the results we expected when we made the acquisitions. These variances may occur due to many factors, some of which are outside our control. If improvements are more difficult, costly or time consuming than expected or if reaching maturity takes longer than expected or does not occur at all, our business, financial condition or results of operations could be negatively affected.

Additionally, the success of any acquisition, including the realization of anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the acquiree's business and ours. The renovation and integration may be more difficult, costly or time consuming than expected, may result in the loss of key employees or business disruption to us, or may adversely affect our ability to maintain relationships with customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the acquisition. If we experience difficulties with the renovation and integration process for a particular acquisition, the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Renovation and integration efforts may also divert management attention and resources. These matters could have an adverse effect on us for an undetermined period after completion of a transaction.

Further, our recent acquisition of the Quaker Steak & Lube® business is a new entry for us into the standalone restaurant business outside of our travel center format. While we have experience operating casual dining restaurants in travel centers, that experience may not transfer to the Quaker Steak & Lube® business to the extent we expect.

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We may not complete our planned travel center development projects within the time frame or for the investment we anticipate, or at all, and the anticipated benefits of the new travel centers may not be fully realized.

Developing a new location generally is more risky than buying an existing operating location. Our planned travel center development projects could be delayed or not completed or could require a greater investment of capital or management time, or both, than we expect. Additionally, if we design, plan, permit or construct a project but do not complete it, we may incur substantial costs without realizing any expected benefits. Also, the travel centers we construct may not generate the financial returns we anticipate.

Risks Arising from Certain of Our Relationships and Our Organization and Structure

Our agreements and relationships with HPT, our Managing Directors, The RMR Group LLC and others related to them may create conflicts of interest, or the appearance of such conflicts, and may restrict our ability to grow our business.

We have significant commercial and other relationships with HPT, our Managing Directors, The RMR Group LLC, or RMR, and others related to them, including:


•	HPT is our largest shareholder, owning 8.7% of our outstanding common shares as of December 31, 2016, and we lease a large majority of our travel centers from HPT.


•	One of our Managing Directors, Barry M. Portnoy, and his son, Adam D. Portnoy, are the managing trustees of HPT.


•	Our other Managing Director, Thomas M. O'Brien, is a former executive officer of HPT from before we became a separate public company in 2007.

•

RMR provides us with business management services pursuant to a business management agreement and property management services at our headquarters building pursuant to a property management agreement, and RMR provides business and property management services to HPT. Adam D. Portnoy and Barry M. Portnoy are the controlling shareholders, managing directors, officers and employees of The RMR Group Inc. and they are officers of, and own equity interests in, RMR. The RMR Group Inc. is the managing member of RMR and RMR is a subsidiary of The RMR Group Inc.


•	Barry M. Portnoy and all of our Independent Directors are members of the boards of trustees or boards of directors of other public companies to which RMR or its affiliates provides management services.


•	Thomas M. O'Brien, our President and Chief Executive Officer, Andrew J. Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, are also officers of RMR.


•	In the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including HPT, our business management agreement allows RMR to act on its own behalf and on behalf of HPT or such other entity rather than on our behalf.


•	We, HPT and five other companies to which RMR provides management services currently own Affiliates Insurance Company, an Indiana insurance company, or AIC, and are parties to an amended and restated shareholders agreement regarding AIC.

In an agreement with HPT entered in 2007 in connection with our spin off from HPT and in our HPT Leases, we granted HPT a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center with another party. Under the 2007 agreement, we also granted HPT and other entities to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which they invest before we do. These rights of first refusal could limit our ability to purchase or finance our properties or properties we may wish to invest in or acquire in the future. Also, under the 2007 agreement we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT's ability to qualify as a real estate investment trust, or REIT. For more information regarding our transactions, and leases with HPT, see Note 7 and Note 12 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report.

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These relationships could create, or appear to create, conflicts of interest with respect to matters involving us, HPT, our Managing Directors, RMR and others related to them. As a result of these relationships, our leases with HPT, management agreements with RMR and other transactions with HPT, our Managing Directors, RMR and others related to them were not negotiated on an arm's length basis between unrelated parties, and therefore the terms thereof may not be as favorable to us as they would have been if they were negotiated on an arm's length basis between unrelated parties. In the past, in particular following periods of volatility in the overall market or declines in the market price of a company's securities, shareholder litigation, dissident shareholder director nominations and dissident shareholder proposals have often been instituted against companies alleging conflicts of interest in business dealings with affiliated and related persons and entities. These activities, if instituted against us, and the existence of conflicts of interest or the appearance of conflicts of interest, could result in substantial costs and diversion of our management's attention and could have a material adverse impact on our reputation, business and the market price of our common shares and other securities.

We have significant commercial arrangements with RMR and HPT and we are dependent on those arrangements in operating our business.

We are party to a business management agreement and a property management agreement with RMR whereby RMR assists us with various aspects of our business and manages our headquarters building, respectively. Most of the travel centers that we operate are leased by us, principally from HPT. As a result of these factors, we are dependent on our arrangements with RMR and HPT in operating our business and any adverse developments at these companies or in those arrangements could have a material adverse effect on our business and our ability to conduct our operations.

Ownership limitations and certain other provisions in our limited liability company agreement, bylaws and certain material agreements may deter, delay or prevent a change in our control or unsolicited acquisition proposals.

Our limited liability company agreement, or our LLC agreement, and bylaws contain provisions which prohibit any shareholder from owning more than 9.8% and 5% of the number or value of any class or series of our outstanding shares. The 9.8% ownership limitation in our LLC agreement is consistent with our contractual obligations with HPT to not take actions that may conflict with HPT's status as a REIT under the Code. The 5% ownership limitation in our bylaws is intended to help us preserve the tax treatment of our tax credit carryforwards, net operating losses and other tax benefits. We also believe these provisions promote good orderly governance. These provisions inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in our control or unsolicited acquisition proposals that a shareholder may consider favorable.

Other provisions contained in our LLC agreement and bylaws may also inhibit acquisitions of a significant stake in us and deter, delay or prevent a change in control of us or unsolicited acquisition proposals that a shareholder may consider favorable, including, for example, provisions relating to:


•	the division of our Directors into three classes, with the term of one class expiring each year;


•	the authority of our Board of Directors, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on the Board of Directors;


•	limitations on the ability of shareholders to cause a special meeting of shareholders to be held and a prohibition on shareholders acting by written consent unless the consent is a unanimous consent of all our shareholders entitled to vote on the matter;


•	required qualifications for an individual to serve as a Director and a requirement that certain of our Directors be “Managing Directors” and other Directors be “Independent Directors,” as defined in the governing documents;


•	the power of our Board of Directors, without shareholders' approval, to authorize and issue additional shares of any class or type on terms that it determines;


•	limitations on the ability of our shareholders to propose nominees for election as Directors and propose other business to be considered at a meeting of shareholders;


•	a requirement that an individual Director may only be removed for cause and then only by unanimous vote of the other Directors; and a 75% shareholders' vote and cause requirements for removal of our entire Board of Directors;


•	a 75% shareholders' vote requirement for shareholder nominations and other proposals that are not approved by our Board of Directors;

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•

our election to be governed by Section 203 of the Delaware General Corporation Law, which would prohibit us from engaging in a business combination with an interested shareholder, generally a person that together with its affiliates owns or within the last three years has owned 15% of our voting shares, for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner;


•	requirements that shareholders comply with regulatory requirements (including Illinois, Louisiana, Montana and Nevada gaming and Indiana insurance licensing requirements) affecting us which could effectively limit share ownership of us, including in some cases, to 5% of our outstanding shares; and


•	requirements that any person nominated to be a Director comply with any clearance and pre-clearance requirements of state gaming or insurance licensing laws applicable to our business.

In addition, the HPT Leases, our business management agreement with RMR and our credit agreement for our $200 million secured revolving credit facility, or our Credit Facility, each provide that our rights and benefits under those agreements may be terminated in the event that anyone acquires more than 9.8% of our shares or we experience some other change in control, as defined in those agreements, without the consent of HPT, RMR or the lenders under the Credit Facility, respectively, and that pursuant to our shareholders agreement with respect to AIC, AIC and the other shareholders of AIC may have rights to acquire our interests in AIC if such an acquisition occurs or if we experience some other change in control. In addition, our obligation to repay deferred rent then outstanding under our amended leases with HPT may be accelerated if, among other things, a Director not nominated or appointed by the then members of our Board of Directors is elected to our Board of Directors or if our shareholders adopt a proposal (other than a precatory proposal) not recommended for adoption by the then members of our Board of Directors. For these reasons, among others, our shareholders may be unable to realize a change in control premium for securities they own or otherwise effect a change of our policies or a change of our control.

The licenses, permits and related approvals for our operations may restrict ownership of us, or prevent or delay any change in control of us.

We have travel center locations in Illinois, Louisiana, Montana and Nevada which include gaming operations. As a result, we and our subsidiaries involved in these operations are subject to gaming regulations in those states. Under state gaming regulations, which can vary by jurisdiction:


•	shareholders whose ownership of our securities exceeds certain thresholds may be required to report their holdings to and to be licensed, found suitable or approved by the relevant state gaming authorities;


•	persons seeking to acquire control over us or over the operation of our gaming license are subject to prior investigation by and approval from the relevant gaming authorities;


•	persons who wish to serve as one of our Directors or officers may be required to be approved, found suitable and in some cases licensed, by the relevant state gaming authorities; and


•	the relevant state gaming authorities may limit our involvement with or ownership of securities by persons they determine to be unsuitable.

As an owner of AIC, we are licensed and approved as an insurance holding company; and any shareholder who owns or controls 10% or more of our securities or anyone who wishes to solicit proxies for election of, or to serve as, one of our Directors or for another proposal of business not approved by our Board of Directors may be required to receive pre-clearance from the relevant insurance regulators.

The gaming and insurance regulations to which we are subject may discourage or prevent investors from nominating persons to serve as our Directors, from purchasing our securities, from attempting to acquire control of us or otherwise implementing changes that they consider beneficial.

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Our rights and the rights of our shareholders to take action against our Directors, officers, HPT and RMR are limited.

Our LLC agreement eliminates the personal liability of each of our Directors to us and our shareholders for monetary damages for breach of fiduciary duty as our Director, except for a breach of the Director's duty of loyalty to us or our shareholders as modified by our LLC agreement, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, or for any transaction from which the Director derived an improper personal benefit. Our LLC agreement also provides that our Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR shall not be liable for monetary damages to us or our shareholders for losses sustained or liabilities incurred as a result of any act or omission by any of them unless there has been a final, nonappealable judgment entered by a court determining that such person or entity acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that his, her or its conduct was unlawful.

Our LLC agreement also generally requires us to indemnify, to the fullest extent permitted by law, our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR for losses they may incur arising from claims or actions in which any of them may be involved in connection with any act or omission by such person or entity in good faith on behalf of or with respect to us. We also have similar obligations to our Directors and officers under individual indemnification agreements with such persons. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our present and former Directors and officers, HPT, RMR, and the respective directors, trustees and officers of HPT and RMR than might otherwise exist absent the provisions in our LLC agreement and our indemnification agreements or that might exist with other companies, which could limit our shareholders' recourse in the event of actions not in our shareholders' best interest.

Disputes with HPT and RMR and shareholder litigation against us or our Directors and officers may be referred to binding arbitration proceedings.

Our contracts with HPT and RMR provide that any dispute arising under those contracts may be referred to binding arbitration proceedings. Similarly, our LLC agreement and bylaws provide that certain actions by our shareholders against us or against our Directors and officers, other than disputes or any portion thereof, regarding the meaning, interpretation or validity of any provision of our LLC agreement and bylaws may be referred to binding arbitration proceedings. As a result, we and our shareholders would not be able to pursue litigation in courts against HPT, RMR or our Directors and officers for disputes referred to arbitration in accordance with our LLC agreement and bylaws. In addition, the ability to collect attorney's fees or other damages may be limited in the arbitration proceedings, which may discourage attorneys from agreeing to represent parties wishing to commence such a proceeding.

We may experience losses from our business dealings with AIC.

We, HPT, and five other companies to which RMR provides management services each own 14.3% of AIC. We and those other AIC shareholders participate in a combined insurance program arranged and insured or reinsured in part by AIC and we periodically consider the possibilities for expanding our relationship with AIC to other types of insurance. Our principal reason for investing in AIC and for purchasing insurance in these programs is to seek to improve our financial results by obtaining improved insurance coverages at lower costs than may be otherwise available to us or by participating in any profits which we may realize as an owner of AIC. While we believe we have in the past benefitted from these arrangements, these beneficial financial results may not occur in the future, and we may need to invest additional capital in order to continue to pursue these results. AIC's business involves the risks typical of an insurance business, including the risk that it may not operate profitably. Accordingly, financial benefits from our business dealings with AIC may not be achieved in the future, and we may experience losses from these dealings.

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Risks Related to Our Securities

Our shares have experienced significant price and trading volume volatility and may continue to do so.

Since we became a publicly traded company in January 2007, our shares have experienced significant share price and trading volatility, which may continue. The market price of our common shares has fluctuated and could fluctuate significantly in the future in response to various factors and events, including, but not limited to, the risks set out in this Annual Report, as well as:


•	the liquidity of the market for our common shares;


•	our historic policy to not pay cash dividends;


•	changes in our operating results;


•	issuances of additional common shares and sales of our common shares by holders of large blocks of our common shares, such as HPT or our officers or Directors.


•	a lack of analyst coverage, changes in analysts' expectations and unfavorable research reports; and


•	general economic and industry trends and conditions.

In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

Investors may not benefit financially from investing in our Senior Notes.

The indenture under which the 2028 Senior Notes, the 2029 Senior Notes, and the 2030 Senior Notes, which we refer to collectively as the Senior Notes, were issued contains no financial covenants or other provisions that would afford the holders of the Senior Notes any substantial protection in the event we participate in a material transaction. In addition, the indenture does not limit the amount of indebtedness we may incur or our ability to pay dividends, make distributions or repurchase our common shares. Additionally, investors in our Senior Notes may be adversely affected as a result of the following:


•	the Senior Notes are unsecured and effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness;


•	an active trading market for the Senior Notes may not be maintained or be liquid;


•	we depend upon our subsidiaries for cash flow to service our debt, and the Senior Notes are structurally subordinated to the payment of the indebtedness, lease and other liabilities and any preferred equity of our subsidiaries;


•	the Senior Notes are not rated;


•	redemption may adversely affect noteholders' return on the Senior Notes; and


•	an increase in market interest rates and other factors could result in a decrease in the value of the Senior Notes.

Our Credit Facility imposes restrictive covenants on us, and a default under the agreements relating to our Credit Facility or under our indenture governing our Senior Notes could have a material adverse effect on our business and financial condition.

Our Credit Facility requires us and our subsidiaries, among other obligations, to maintain a specified financial ratio under certain circumstances and to satisfy certain financial tests. In addition, our Credit Facility restricts, among other things, our ability to incur debt and liens, make certain investments and pay dividends and other distributions including, under certain circumstances, payments on the Senior Notes. Under certain circumstances, we are required to seek permission from the lenders under our Credit Facility to engage in specified corporate actions.

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Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with these covenants (or similar covenants contained in future financing agreements) could result in a default under our Credit Facility, indenture and other agreements containing cross default provisions, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. A default could permit lenders or holders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt and to terminate any commitments to lend. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the Senior Notes. In addition, a default under our Credit Facility or indenture would also constitute a default under the HPT Leases due to cross default provisions in the HPT Leases. Further, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. If our indebtedness were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In such circumstances, we could be forced into bankruptcy or liquidation and, as a result, investors could lose their investment in our securities.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The table below summarizes by state information as of December 31, 2016 , regarding branding and ownership of the properties we operate and excludes properties operated by franchisees. The TA and Petro branded properties are included in our travel center segment, the Minit Mart branded properties are included in our convenience store segment and the QSL and other branded properties are included in corporate and other in our segment information. Similar information for the locations our franchisees operate is included under the heading "Relationships with Franchisees" in Item 1 of this Annual Report.



	Brand Affiliation:						Ownership of Sites by:
	TA	Petro	Minit Mart ⁽¹⁾	QSL ⁽²⁾	Others ⁽³⁾	Total	TA	HPT	Joint Venture	Others ⁽⁴⁾
Alabama	3	3	—	—	—	6	2	4	—	—
Arizona	5	2	—	—	—	7	—	7	—	—
Arkansas	2	2	—	—	—	4	—	4	—	—
California	9	4	3	—	1	17	—	11	6	—
Colorado	4	1	2	1	—	8	5	3	—	—
Connecticut	3	—	—	—	—	3	—	3	—	—
Florida	6	1	—	—	—	7	—	7	—	—
Georgia	6	3	—	—	—	9	1	8	—	—
Idaho	1	—	—	—	—	1	—	1	—	—
Illinois	7	3	42	—	—	52	36	10	—	6
Indiana	8	6	1	—	—	15	4	11	—	—
Iowa	2	—	—	—	—	2	1	1	—	—
Kansas	1	1	20	—	—	22	21	1	—	—
Kentucky	2	2	68	—	1	73	49	3	—	21
Louisiana	4	3	—	—	—	7	—	7	—	—
Maryland	3	—	—	—	—	3	—	3	—	—
Michigan	6	—	—	—	—	6	1	5	—	—
Minnesota	1	—	18	—	—	19	17	1	—	1
Mississippi	1	1	—	—	—	2	—	1	—	1
Missouri	4	1	39	—	—	44	39	5	—	—
Montana	2	—	—	—	—	2	2	—	—	—
Nebraska	2	1	—	—	—	3	—	3	—	—
Nevada	3	3	—	—	—	6	1	5	—	—
New Hampshire	1	—	—	—	—	1	—	1	—	—
New Jersey	3	1	—	—	—	4	—	4	—	—
New Mexico	5	2	—	—	—	7	—	6	—	1
New York	5	1	—	—	—	6	—	6	—	—
North Carolina	3	1	—	—	—	4	1	3	—	—
North Dakota	1	—	—	—	—	1	1	—	—	—
Ohio	9	4	11	7	—	31	11	14	—	6
Oklahoma	3	1	—	—	—	4	—	4	—	—
Oregon	2	1	—	—	—	3	—	3	—	—
Pennsylvania	8	2	—	1	—	11	2	9	—	—
Rhode Island	1	—	—	—	—	1	1	—	—	—
South Carolina	4	1	—	—	—	5	2	3	—	—
Tennessee	6	2	3	—	—	11	3	8	—	—
Texas	12	8	—	—	—	20	2	18	—	—
Utah	2	—	—	—	—	2	—	2	—	—
Virginia	3	—	—	1	—	4	—	3	—	1
Washington	1	1	—	—	—	2	—	2	—	—
West Virginia	2	—	—	1	—	3	—	2	—	1
Wisconsin	2	—	26	—	—	28	24	2	—	2
Wyoming	3	1	—	—	—	4	—	4	—	—
Ontario, Canada	1	—	—	—	—	1	1	—	—	—
Total	162	63	233	11	2	471	227	198	6	40


⁽¹⁾	Includes one Minit Mart branded convenience store we own and lease to a dealer. Excludes Minit Mart branded stores located within our travel centers.


⁽²⁾	Since December 31, 2016 , to the date of this Annual Report we acquired six standalone restaurants in Pennsylvania that were owned and operated by one of our franchisees, and this franchise agreement was terminated as part of the acquisition.


⁽³⁾	Includes restaurant brands other than QSL.


⁽⁴⁾	Includes properties leased from, or managed for, parties other than HPT.

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Item 3. Legal Proceedings

The disclosure under the heading "Legal Proceedings" in Note 13 to the Notes to Consolidated Financial Statements in Item 15 of this Annual Report is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market information. Since July 1, 2016, our common shares have been traded on the NASDAQ Global Select Market, or Nasdaq, under the symbol "TA." Prior to that, our common shares traded on the New York Stock Exchange, or NYSE, under the same symbol. Set forth below, for the periods indicated, are the high and low sales prices for our common shares as reported on Nasdaq and NYSE, as applicable:



2016	High		Low
First Quarter	$	9.58	$	6.41
Second Quarter	9.23		6.45
Third Quarter	8.78		6.56
Fourth Quarter	7.60		5.65



2015	High		Low
First Quarter	$	17.67	$	12.15
Second Quarter	18.10		14.35
Third Quarter	16.95		10.18
Fourth Quarter	12.67		9.02

The closing price of our common shares on Nasdaq on February 27, 2017 , was $7.45 per share.

Holders. As of February 17, 2017, there were 770 shareholders of record of our common shares.

Dividends. We have never paid or declared any cash dividends on our common shares. At present, we intend to retain our future earnings, if any, to fund the operations and growth of our business. Furthermore, our Credit Facility restricts our payment of cash dividends on our common shares, unless certain requirements under the Credit Facility are met, including that excess availability, as defined, is not less than 20% after any such payment, and our rent deferral agreement with HPT prohibits us from paying any dividends while any deferred rent remains unpaid. Our future decisions concerning the payment of dividends on our common shares will depend upon our results of operations, financial condition and capital expenditure plans, as well as other factors as our Board of Directors, in its discretion, may consider relevant, and the extent to which the declaration or payment of dividends may be limited by agreements we have entered or cause us to lose the benefits of certain of our agreements.

Stock issuable under equity compensation plans. The equity compensation plan information set forth in Item 12 of this Annual Report is incorporated by reference herein.

Recent sales of unregistered securities. There were no sales of our unregistered securities by us during the fourth quarter of 2016 .

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Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2016 :



Calendar Month	Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
October 2016	734	$	6.30	—	$	—
November 2016	—	—		—	—
December 2016	199,773	6.59		—	—
Total	200,507	$	6.59	—	$	—


⁽¹⁾	During 2016 , all common share purchases were made to satisfy share award recipients' tax withholding and payment obligations in connection with the vesting of awards of restricted common shares, which were repurchased by us based on their fair market value on the repurchase date.

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Item 6. Selected Financial Data

The following table presents selected historical financial information for each of the last five fiscal years. The information set forth below with respect to fiscal years 2016 , 2015 and 2014 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in Item 15 of this Annual Report. The information set forth below with respect to fiscal years 2013 and 2012 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in our 2013 Annual Report on Form 10-K. The following information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report.



(in thousands, except per share and site counts unless indicated otherwise)	Year Ended December 31,
	2016			2015		2014		2013		2012
Statements of Operations and Comprehensive (Loss) Income Attributable to Common Shareholders Data:
Revenues:
Fuel	$	3,530,149		$	4,055,448	$	6,149,449	$	6,481,252	$	6,636,297
Nonfuel	1,963,904			1,782,761		1,616,802		1,450,792		1,344,755
Rent and royalties from franchisees	17,352			12,424		12,382		12,687		14,672
Total revenues	5,511,405			5,850,633		7,778,633		7,944,731		7,995,724
Income from operations	22,060			78,297		113,640		21,190		41,470
Net (loss) income attributable to common shareholders	(2,018		)	27,719		60,969		31,623		32,198
Net (loss) income per common share attributable to common shareholders:
Basic and diluted	$	(0.05	)	$	0.72	$	1.62	$	1.06	$	1.12
Balance Sheet Data (end of period):
Total assets	$	1,659,841		$	1,621,541	$	1,393,007	$	1,234,171	$	1,012,715
Sale leaseback financing obligation, noncurrent portion ⁽¹⁾	21,165			20,719		82,591		83,762		82,195
Deferred rent obligation ⁽²⁾	150,000			150,000		150,000		150,000		150,000
Senior Notes	330,000			330,000		230,000		110,000		—
Other Operating Data:
Total fuel sold (gallons) ⁽³⁾	2,205,424			2,130,103		2,024,790		2,034,929		2,039,960
Number of sites (end of period):
Company operated travel centers	225			223		220		217		206
Company operated convenience stores	232			203		34		34		4
Company operated standalone restaurants	13			2		1		—		—
Franchisee operated travel centers	5			5		5		5		6
Franchisee owned and operated travel centers	25			24		25		25		29
Dealer operated convenience store	1			1		—		—		—
Franchisee owned and operated standalone restaurants	39			—		—		—		—
Total locations	540			458		285		281		245


⁽¹⁾	See Note 7 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our sale leaseback financing obligation.

⁽²⁾

The deferred rent obligation is due and payable in five installments of $42,915 , $29,324 , $29,107 , $27,421 and $21,233 on June 30, 2024, and December 31, 2026 , 2028 , 2029 and 2030 , respectively, and the obligation does not bear interest unless certain events provided under the applicable agreement occur. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.


⁽³⁾	Includes all fuel we sold, both at our retail locations and on a wholesale basis, including to a joint venture in which we own a noncontrolling interest, but excludes the retail fuel sales at travel centers operated by our franchisees.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and related notes included in Item 15 of this Annual Report. Amounts are in thousands of dollars or gallons unless indicated otherwise.

Executive Summary

Our revenues and income are subject to material changes as a result of market prices and the availability of diesel fuel and gasoline. These factors are subject to the worldwide petroleum products supply chain, which historically has experienced price and supply volatility as a result of, among other things, severe weather, terrorism, political crises, military actions and variations in demand that are often the result of changes in the macroeconomic environment. Also, concerted efforts by major oil producing countries and cartels to limit oil supply can impact prices.

Over the past few years there have been significant changes in the cost of fuel. Fuel prices generally trended upward for the year, ending at a higher price than at the start of the year. During the year ended December 31, 2016 , the average fuel price was 15.9% below the average fuel price during the year ended December 31, 2015 . Some current economic forecasts reflect continued low prices for fuel; although other economic forecasts indicate an expectation of economic growth and inflation in the U.S. and elsewhere, which may impact demand for fuel and fuel prices. As noted above, various factors and events can cause fuel prices to change, sometimes suddenly and sharply.

Due to the volatility of our fuel costs and our pricing to fuel customers, we believe that fuel revenue is not a reliable metric for analyzing our results of operations from period to period. As a result solely of changes in fuel prices, our fuel revenue may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in fuel gross margin. We therefore consider fuel sales volume and fuel gross margin to be better measures of our performance.

We generally are able to pass changes in our cost for fuel products to customers, but typically with a delay, such that during periods of rising fuel commodity prices fuel gross margins per gallon tend to be lower than they otherwise may have been and during periods of falling fuel commodity prices fuel gross margins per gallon tend to be higher than they otherwise may have been. Increases and volatility in the prices we pay for fuel can have negative effects on our sales and profitability and increase our working capital requirements. For more information about fuel market risks that may affect us and our actions to mitigate those risks, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" elsewhere in this Annual Report.

We believe that demand for diesel fuel by trucking companies for any given level of trucking activity will be reduced over time by technological innovations that permit, and regulations that encourage or require, improved fuel efficiency of motor vehicle engines and other fuel conservation practices. We believe these factors combined with adjusting our fuel sales pricing to manage fuel sales volume and profitability and lower levels of freight activity, were contributors to decreases in the level of fuel sales volumes we realized on a same site basis for 2016 , as compared to 2015 , despite generally improving economic conditions during 2016 . Although fuel sales volume declined on a same site basis, it increased on a total basis due to the number of new locations we added to our business during 2015 and 2016.

Despite higher fuel sales volume in 2016 compared to 2015, our fuel gross margin and fuel gross margin per gallon were lower in 2016 than in 2015 , primarily due to an inordinately favorable purchasing environment in the first four months of 2015 that did not recur in 2016 .

The net loss attributable to common shareholders we experienced for 2016 , as compared to the income we achieved during 2015 , was primarily due to increases in depreciation and amortization expenses, and expenses related to financing and managing our newly acquired and developed locations (including real estate rent, interest and selling, general and administrative expenses), a decrease in fuel gross margin, and increased competition. These decreases were partially offset by an increase in nonfuel gross margin in excess of site level operating expenses generated by our locations.

As described under the heading "Other Disputes" in Note 13 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, Comdata has purported to terminate its merchant agreement with us and, beginning February 1, 2017, unilaterally increased the fees it withholds from the transaction settlement payments due to us. We believe that Comdata has wrongfully terminated our agreement and raised the fees we pay Comdata, and we are pursuing litigation against Comdata. However, if we do not prevail in our pending litigation against Comdata, we may not be able to recover the increased fees Comdata charges us through higher prices to customers, and our operating expenses may increase.

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Factors Affecting Comparability

Transaction Agreement with HPT

On June 1, 2015, we entered a transaction agreement with HPT, which we and HPT amended on June 22, 2016. We refer to this amended transaction agreement as the Transaction Agreement. Under the Transaction Agreement, among other things, we agreed to sell to HPT 16 existing travel centers we owned and certain assets at 11 properties currently leased from HPT, plus four additional travel centers upon our completion of their development, and HPT agreed to lease back these properties and assets to us under the HPT Leases. We also agreed to purchase from HPT five travel centers we previously leased from HPT.

During the year ended December 31, 2015, we sold 14 travel centers and certain assets at 11 properties currently leased from HPT for an aggregate of $279,383 and purchased five travel centers from HPT for $45,042 . The resulting net increase of our minimum annual rent under our TA Leases was $20,153.

On March 31, 2016, we sold one of the development properties to HPT for $19,683 , and our minimum annual rent due to HPT increased by $1,673 .

On June 22, 2016, we sold two existing travel centers for an aggregate of $23,876 , and our minimum annual rent due to HPT increased by $2,029 .

On June 30, 2016, we sold one of the development properties to HPT for $22,297 , and our minimum annual rent due to HPT increased by $1,895 .

On September 30, 2016, we sold one of the development properties to HPT for $16,557 , and our minimum annual rent due to HPT increased by $1,407 .

See Notes 7 and 12 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our Transaction Agreement with HPT.

Acquired and Developed Sites

Since the beginning of 2011, when we began our acquisition program, to December 31, 2016 , we have invested $855,003 to develop, purchase and improve 318 travel centers, convenience stores and standalone restaurants. For the year ended December 31, 2016 , these investments produced site level gross margin in excess of site level operating expenses of $99,957 , or, on a sequential basis, $8,253 , or 9.0% , greater than site level gross margin in excess of site level operating expenses for the twelve months ended September 30, 2016.

We believe that our investments require a period after they are developed or acquired and upgrades are completed to reach their expected stabilized financial results, generally three years for travel centers and one year for convenience stores.

We acquired or developed 39 travel centers during the 2011 to 2016 period. Of those, 36 are included in the "Travel Centers Segment Same Site Operating Data" for the years ended December 31, 2016 and 2015. As of December 31, 2016, we have invested $312,139 (including improvements) in these 36 locations, and they generated $54,271 of gross margin in excess of site level operating expenses during the year ended December 31, 2016 . The remaining three locations were developed by us for a total investment of $64,862 ; and they generated $3,526 of gross margin in excess of site level operating expenses during the year ended December 31, 2016 ; however, we have operated these locations for less than the full year 2016 (one opened in each of January, March and May).

We acquired 228 convenience stores during the 2013 to 2016 period. Of these, 31 are included in the "Convenience Store Segment Same Site Operating Data" for the years ended December 31, 2016 and 2015. As of December 31, 2016, we have invested $66,491 (including improvements) in these 31 locations, and they generated $11,608 of gross margin in excess of site level operating expenses during the year ended December 31, 2016 . The remaining 197 locations were acquired by us in 2015 or 2016 for a total investment of $376,854 (including improvements), and these convenience stores generated $23,237 of gross margin in excess of site level operating expenses during the year ended December 31, 2016 . The 29 convenience stores we acquired during 2016 were operated by us for an average of nine months during 2016 and some of these were fully or partially out of service while being renovated.

We acquired one standalone restaurant during 2015 and 50 during 2016. As of December 31, 2016, we have invested $34,657 (including improvements) in these 51 locations, and they generated $7,315 of gross margin in excess of site level operating expenses during the year ended December 31, 2016 .

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Our growth activities have also contributed to growth in our selling, general and administrative expenses, which were $139,052 for the year ended December 31, 2016 , a $17,285 , or 14.2% , increase over the amount for the year ended December 31, 2015. We estimate that approximately $10,000 of this increase can be attributed to the increase in our number of sites, including such items as marketing, advertising, regional management personnel and centralized support costs.

As of December 31, 2016 , we had agreements to acquire one travel center and six standalone restaurants from two of our franchisees for an aggregate purchase price of $19,050 , and since December 31, 2016 , we have entered into an agreement to acquire an additional travel center for a purchase price of $4,175 . During January 2017, we completed the purchase of six standalone restaurants for an aggregate purchase price of $6,000 . We expect to complete the remaining acquisitions in the first half of 2017, but these purchases are subject to conditions that may not occur, may be delayed or the terms may change. We currently intend to continue to selectively acquire additional locations and to otherwise expand our business.

Results of Operations

Consolidated Financial Results

The following table presents changes in our operating results for the year ended December 31, 2016 , as compared to the year ended December 31, 2015 and for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 .



	2016			Change from 2015		2015		Change from 2014		2014
Revenues:
Fuel	$	3,530,149		(13.0	)%	$	4,055,448	(34.1	)%	$	6,149,449
Nonfuel	1,963,904			10.2	%	1,782,761		10.3	%	1,616,802
Rent and royalties from franchisees	17,352			39.7	%	12,424		0.3	%	12,382
Total revenues	5,511,405			(5.8	)%	5,850,633		(24.8	)%	7,778,633

Gross margin:
Fuel	404,777			(2.3	)%	414,494		(3.3	)%	428,500
Nonfuel	1,053,077			9.4	%	962,766		9.7	%	877,931
Rent and royalties from franchisees	17,352			39.7	%	12,424		0.3	%	12,382
Total gross margin	1,475,206			6.2	%	1,389,684		5.4	%	1,318,813

Operating expenses:
Site level operating	959,407			8.3	%	885,646		8.6	%	815,611
Selling, general and administrative	139,052			14.2	%	121,767		14.0	%	106,823
Real estate rent	262,298			13.3	%	231,591		6.6	%	217,155
Depreciation and amortization	92,389			27.6	%	72,383		10.4	%	65,584
Total operating expenses	1,453,146			10.8	%	1,311,387		8.8	%	1,205,173

Income from operations	22,060			(71.8	)%	78,297		(31.1	)%	113,640

Acquisition costs	2,451			(51.4	)%	5,048		335.2	%	1,160
Interest expense, net	27,815			23.4	%	22,545		34.9	%	16,712
Income from equity investees	4,544			12.0	%	4,056		25.8	%	3,224
Loss on extinguishment of debt	—			NM		10,502		NM		—
(Loss) income before income taxes	(3,662		)	(108.3	)%	44,258		(55.3	)%	98,992
(Benefit) provision for income taxes	(1,733		)	(110.5	)%	16,539		(56.5	)%	38,023
Net (loss) income	(1,929		)	(107.0	)%	27,719		(54.5	)%	60,969
Less net income for noncontrolling interests	89			NM		—		NM		—
Net (loss) income attributable to common shareholders	$	(2,018	)	(107.3	)%	$	27,719	(54.5	)%	$	60,969

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Year ended December 31, 2016 , as compared to December 31, 2015

Revenues . Fuel revenues for 2016 decrease d by $525,299 , or 13.0% , as compared to 2015 . The table below shows the change in sales volumes and fuel revenues by segment. Corporate and other fuel gallons and fuel revenues represent wholesale sales to the joint venture we operate and to other retailers.



	Fuel Gallons Sold				Fuel Revenues
	2016	Change from 2015		2015	2016		Change from 2015		2015
Travel centers	1,908,924	(3.3	)%	1,974,744	$	3,036,861	(19.3	)%	$	3,763,536
Convenience stores	253,363	108.4	%	121,604	420,747		87.1	%	224,894
Corporate and other	43,137	27.8	%	33,755	72,541		8.2	%	67,018
Consolidated totals	2,205,424	3.5	%	2,130,103	$	3,530,149	(13.0	)%	$	4,055,448

The decrease in fuel revenue for 2016 as compared to 2015 was due to significant decreases in market prices for fuel and lower fuel sales volume in our travel center segment as a result of fuel conservation methods adopted by our customers and due to increased competition, partially offset by increases in sales volume in our convenience store segment as a result of acquired locations.

Nonfuel revenues for 2016 increase d by $181,143 , or 10.2% , as compared to 2015 , primarily as a result of acquired locations.

Fuel gross margin. Fuel gross margin for 2016 decrease d by $9,717 , or 2.3% , as compared to 2015 . This decrease in fuel gross margin was primarily due to an unusually favorable purchasing environment in the first four months of 2015 that did not recur in 2016 .

Nonfuel gross margin. Nonfuel gross margin for 2016 increase d by $90,311 , or 9.4% , as compared to 2015 due primarily to acquired locations and our pricing and marketing initiatives. Nonfuel gross margin as a percentage of nonfuel revenues was 53.6% and 54.0% for 2016 and 2015 , respectively. The nonfuel gross margin percentage decrease d primarily due to the acquisition of additional convenience stores since the beginning of 2015 . Nonfuel gross margin percentage in our convenience store operations is typically lower than the nonfuel gross margin percentage for our travel center operations.

Site level operating expenses. Site level operating expenses for 2016 increase d by $73,761 , or 8.3% , as compared to 2015 due primarily to acquired locations. Site level operating expenses as a percentage of nonfuel revenues were 48.9% and 49.7% for 2016 and 2015 , respectively. The improved expense ratio reflects both a larger portion of our operations conducted at convenience stores and the continued stabilization of our acquired convenience store locations.

Selling, general and administrative expenses. Selling, general and administrative expenses for 2016 increased by $17,285 , or 14.2% , as compared to 2015 . The increase was primarily attributable to increased personnel required to support the growth of our business, as well as increased spending on marketing and promotional activities.

Real estate rent expense. Rent expense for 2016 increase d by $30,707 , or 13.3% , as compared to 2015 . The increase in real estate rent expense was primarily a result of the sale to, and lease back from, HPT of travel centers and improvements at leased sites since the beginning of 2015, including the sales pursuant to the Transaction Agreement with HPT.

Depreciation and amortization expense. Depreciation and amortization expense for 2016 increase d by $20,006 , or 27.6% , as compared to 2015 . The increase in depreciation and amortization expense primarily resulted from the locations we acquired and capital investments at our owned sites that we completed since the beginning of 2015.

Interest expense, net. Interest expense, net for 2016 increase d by $5,270 , or 23.4% , as compared to 2015 , primarily as a result of our issuance of $100,000 of the 2030 Senior Notes in October 2015.

Provision for income taxes. For 2016, we had an income tax benefit of $1,733 as a result of a pretax loss. In 2015, we had an income tax provision of $16,539 as a result of pretax income. See Note 9 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our income taxes.

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Year ended December 31, 2015 , as compared to December 31, 2014

Revenues. Fuel revenues for 2015 decrease d by $2,094,001 , or 34.1% , as compared to 2014 . The table below shows the change in sales volumes and fuel revenues by segment. Corporate and other fuel gallons and fuel revenues represent wholesale sales to the joint venture we operate and to other retailers.



	Fuel Gallons Sold				Fuel Revenues
	2015	Change from 2014		2014	2015		Change from 2014		2014
Travel centers	1,974,744	0.8	%	1,958,512	$	3,763,536	(36.9	)%	$	5,961,985
Convenience stores	121,604	203.6	%	40,048	224,894		98.6	%	113,221
Corporate and other	33,755	28.7	%	26,230	67,018		(9.7	)%	74,243
Consolidated totals	2,130,103	5.2	%	2,024,790	$	4,055,448	(34.1	)%	$	6,149,449

The decrease s in fuel revenue for 2015 as compared to 2014 were due to significant decreases in market prices for fuel partially offset by increases in sales volume in both the travel center and convenience store segments primarily due to locations acquired in 2014 and 2015. Wholesale fuel sales increased primarily as a result of our acquisitions in the second half of 2015 .

Nonfuel revenues for 2015 increased by $165,959 , or 10.3% , as compared to 2014 , primarily as a result of locations acquired in 2014 and 2015.

Fuel gross margin. Fuel gross margin for 2015 decrease d by $14,006 , or 3.3% , as compared to 2014 . The decrease in fuel gross margin was primarily due to an inordinately favorable purchasing environment in the 2014 fourth quarter that did not recur in 2015, partially offset by an increase of $4,999 in 2015 compared to 2014 related to amounts owed to us in connection with certain biodiesel purchases we made during 2015 as a result of the reinstatement during the fourth quarter of 2015 of biodiesel and renewable energy fuel tax credits. The legislation authorizing these tax credits was passed and the credits were retroactively applied in December of each of 2015 and 2014.

Nonfuel gross margin. Nonfuel gross margin for 2015 increase d by $84,835 , or 9.7% , as compared to 2014 , due to locations acquired in 2014 and 2015 and our pricing and marketing initiatives. Nonfuel gross margin as a percentage of nonfuel revenues was 54.0% and 54.3% for 2015 and 2014 , respectively. The nonfuel gross margin percentage decrease d primarily due to the inclusion of additional convenience stores, as a result of acquisitions since the beginning of 2015 . Nonfuel gross margin percentage in our convenience store operations is typically lower than the nonfuel gross margin percentage for our travel center operations.

Site level operating expenses. Site level operating expenses for 2015 increase d by $70,035 , or 8.6% , as compared to 2014 primarily due to locations acquired in 2014 and 2015. Site level operating expenses as a percentage of nonfuel revenues were 49.7% and 50.4% for 2015 and 2014 , respectively. The improved expense ratio reflects both a larger portion of our operations conducted at convenience stores and the continued stabilization of our locations acquired in 2014 and 2015.

Selling, general and administrative expenses. Selling, general and administrative expenses for 2015 increase d by $14,944 , or 14.0% , as compared to 2014 . The increase was primarily attributable to increased personnel to support the growth of our business, especially the significant growth in our convenience store segment. These increases were partially offset by lower audit and consultant fees.

Real estate rent expense. Real estate rent expense for 2015 increase d by $14,436 , or 6.6% , as compared to 2014 . The increase in real estate rent expense was primarily a result of the sale to, and lease back from, HPT in June 2015 and September 2015 of 14 owned travel centers and certain assets we owned at 11 properties leased from HPT, as well as improvements at leased sites we sold to HPT during 2015 and 2014.

Depreciation and amortization expense. Depreciation and amortization expense for 2015 increase d by $6,799 , or 10.4% , as compared to 2014 . The increase in depreciation and amortization expense primarily resulted from the acquisitions and other capital investments we completed during 2014 and 2015 . The increase was partially offset by the reduction in our depreciable assets as a result of the sale to, and lease back from, HPT in June 2015 and September 2015 of 14 owned travel centers and certain assets we owned at 11 properties leased from HPT.

Interest expense, net. Interest expense, net for 2015 increase d by $5,833 , or 34.9% , as compared to 2014 , primarily as a result of our issuances of $100,000 of our 2030 Senior Notes in October 2015 and $120,000 of our 2029 Senior Notes in December 2014.

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Provision for income taxes. The income tax provisions for 2015 and 2014 were $16,539 and $38,023 , respectively. The decrease in the income tax provision for 2015 was primarily due to an increase in the utilization of various tax credits and incentives. See Note 9 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our income taxes.

Segment Results of Operations

The following is a discussion of fuel and nonfuel revenues and site level gross margin in excess of site level operating expenses by reportable segment.

As part of this discussion and analysis of our reportable segment operating results we refer to increases and decreases in results on a same site basis. We include a location in the same site comparisons only if we continuously operated it for the entire period since the beginning of the earliest comparative period presented. Locations we operate that are owned by an unconsolidated joint venture are not included in our same site comparisons. Same site data also excludes revenues and expenses that were not generated at locations we operate, such as rent and royalties from franchisees, revenues from a dealer operated convenience store and corporate selling, general and administrative expenses. We do not exclude locations from the same site comparisons as a result of capital improvements to the site or changes in the services offered.

Travel Centers

The following table presents changes in the operating results of our travel center segment for the year ended December 31, 2016 , as compared to the year ended December 31, 2015 , and for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 .



	2016			Change from 2015		2015			Change from 2014		2014
Number of company operated travel center locations	225			2		223			3		220
Number of franchise operated travel center locations	30			1		29			(1	)	30

Fuel:
Fuel sales volume (gallons)	1,908,924			(3.3)	%	1,974,744			0.8	%	1,958,512
Fuel revenues	$	3,036,861		(19.3)	%	$	3,763,536		(36.9)	%	$	5,961,985
Fuel gross margin	352,361			(9.3)	%	388,502			(7.7)	%	421,116
Fuel gross margin per gallon	$	0.185		(6.1)	%	$	0.197		(8.4)	%	$	0.215

Nonfuel:
Nonfuel revenues	$	1,644,411		1.1	%	$	1,626,646		5.6	%	$	1,539,996
Nonfuel gross margin	946,308			3.3	%	915,794			7.3	%	853,788
Nonfuel gross margin percentage	57.5		%	120	pts	56.3		%	90	pts	55.4		%

Total revenues	$	4,694,900		(13.1)	%	$	5,402,606		(28.1)	%	$	7,514,363
Total gross margin	1,312,297			(0.3)	%	1,316,720			2.3	%	1,287,286
Site level operating expenses	843,385			1.2	%	833,156			4.9	%	794,508
Site level operating expenses as a percentage of nonfuel revenues	51.3		%	10	pts	51.2		%	(40	)pts	51.6		%
Site level gross margin in excess of site level operating expenses	$	468,912		(3.0)	%	$	483,564		(1.9)	%	$	492,778

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The following table presents our same site operating results for our travel center segment for the year ended December 31, 2016 , as compared to the year ended December 31, 2015 , and for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 .



	2016			2015			Change		2015			2014			Change
Number of same site company operated travel center locations	217			217			—		214			214			—

Fuel:
Fuel sales volume (gallons)	1,883,514			1,967,655			(4.3)	%	1,946,561			1,933,904			0.7	%
Fuel revenues	$	2,994,344		$	3,749,929		(20.1)	%	$	3,707,703		$	5,886,328		(37.0)	%
Fuel gross margin	346,836			386,412			(10.2)	%	380,969			414,792			(8.2)	%
Fuel gross margin per gallon	$	0.184		$	0.196		(6.1)	%	$	0.196		$	0.214		(8.4)	%

Nonfuel:
Nonfuel revenues	$	1,617,598		$	1,618,983		(0.1)	%	$	1,599,612		$	1,518,114		5.4	%
Nonfuel gross margin	931,315			911,677			2.2	%	902,034			843,008			7.0	%
Nonfuel gross margin percentage	57.6		%	56.3		%	130	pts	56.4		%	55.5		%	90	pts

Total gross margin	$	1,278,151		$	1,298,089		(1.5)	%	$	1,283,003		$	1,257,800		2.0	%
Site level operating expenses	828,390			827,603			0.1	%	817,565			783,533			4.3	%
Site level operating expenses as a percentage of nonfuel revenues	51.2		%	51.1		%	10	pts	51.1		%	51.6		%	(50	)pts
Site level gross margin in excess of site level operating expenses	$	449,761		$	470,486		(4.4)	%	$	465,438		$	474,267		(1.9)	%

Year ended December 31, 2016, as compared to December 31, 2015

Revenues. Fuel revenues for 2016 decrease d by $726,675 , or 19.3% , as compared to 2015. The table below shows the changes in total fuel revenues for our travel center segment based on price and volume changes between periods.



	Gallons Sold		Fuel Revenues
Results for 2015	1,974,744		$	3,763,536

Decrease due to petroleum products price changes			(623,726		)
Decrease due to same site volume changes	(84,141	)	(132,108		)
Increase due to locations opened	18,321		29,159
Net change from prior year period	(65,820	)	(726,675		)

Results for 2016	1,908,924		$	3,036,861

Fuel revenues primarily reflected decreases in market prices for fuel and sales volume from same sites. On a same site basis, fuel sales volume decrease d by 84,141 gallons, or 4.3% , during 2016 as compared to 2015 . We believe the decrease in same site fuel sales volume was primarily due to our efforts to adjust fuel sales profitability by managing pricing and the effects of truck engine fuel efficiency improvements and other fuel conservation efforts, lower levels of freight activity and competition.

Nonfuel revenues for 2016 increase d by $17,765 , or 1.1% , as compared to 2015 . The increase in nonfuel revenues was primarily due to nonfuel sales at acquired locations partially offset by decrease s in nonfuel sales on a same site basis. The decrease on a same site basis was primarily due to lower revenue at full service restaurants due to closing certain of our restaurants during slower night time periods and a decrease in tire sales revenue primarily due to increased competition.

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Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2016 decrease d by $14,652 , or 3.0% , as compared to 2015 , due to a decrease of $20,725 , or 4.4% , on a same site basis partially offset by an increase due to acquired locations.

On a same site basis, site level gross margin in excess of site level operating expenses decrease d for 2016 as compared to 2015 as a result of a decrease in fuel gross margin, primarily due to our unusually favorable purchasing experience in the first four months of 2015 that did not recur during 2016 .

Year ended December 31, 2015, as compared to December 31, 2014

Revenues . Fuel revenues for 2015 decrease d by $2,198,449 , or 36.9% , as compared to 2014. The table below shows the changes in total fuel revenues for our travel center segment based on price and volume changes between periods.



	Gallons Sold		Fuel Revenues
Results for 2014	1,958,512		$	5,961,985

Decrease due to petroleum products price changes			(2,202,324		)
Increase due to same site volume changes	12,657		23,908
Increase due to locations opened	12,921		7,800
Decrease due to locations closed	(9,346	)	(27,833		)
Net change from prior year period	16,232		(2,198,449		)

Results for 2015	1,974,744		$	3,763,536

Fuel revenues primarily reflected decreases in market prices for fuel, partially offset by increases in sales volume from same sites and from sites acquired during 2014 and 2015 . On a same site basis, fuel sales volume for 2015 increase d by 12,657 gallons, or 0.7% , as compared to 2014 . The increase in fuel sales volume on a same site basis was primarily due to our continued focus on adjusting fuel sales pricing to manage profitability and certain marketing initiatives.

Nonfuel revenues for 2015 increase d by $86,650 , or 5.6% , as compared to 2014 . The increase in nonfuel revenue was primarily due to same sites and from locations acquired during 2014 and 2015 . On a same site basis, nonfuel revenues for 2015 increase d by $81,498 , or 5.4% , as compared to 2014 . We believe this same site increase is primarily due to favorable effects of certain of our marketing initiatives.

Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2015 decrease d by $9,214 , or 1.9% , as compared to 2014 due to a decrease of $8,829 , or 1.9 % , on a same site basis.

On a same site basis, site level gross margin in excess of site level operating expenses decrease d for 2015 as compared to 2014 , as a result of a decrease in fuel gross margin primarily due to an unusually favorable purchasing environment experienced in 2014 that did not recur in the last eight months of 2015 .

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Convenience Stores

The following table presents changes in the operating results of our convenience store segment for the year ended December 31, 2016 , as compared to the year ended December 31, 2015 and for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 .



	2016			Change from 2015		2015			Change from 2014		2014
Number of company operated convenience stores locations	232			29		203			169		34
Number of dealer operated convenience store locations	1			—		1			1		—

Fuel:
Fuel sales volume (gallons)	253,363			108.4	%	121,604			203.6	%	40,048
Fuel revenues	$	420,747		87.1	%	$	224,894		98.6	%	$	113,221
Fuel gross margin	51,900			99.2	%	26,060			258.4	%	7,272
Fuel gross margin per gallon	$	0.205		(4.2)	%	$	0.214		17.6	%	$	0.182

Nonfuel:
Nonfuel revenues	$	294,852		90.0	%	$	155,197		102.5	%	$	76,634
Nonfuel gross margin	90,047			94.4	%	46,314			93.4	%	23,946
Nonfuel gross margin percentage	30.5		%	70	pts	29.8		%	(140	)pts	31.2		%

Total revenues	$	715,905		88.4	%	$	380,091		100.2	%	$	189,855
Total gross margin	142,253			96.6	%	72,374			131.8	%	31,218
Site level operating expenses	105,593			91.6	%	55,115			146.2	%	22,384
Site level operating expenses as a percentage of nonfuel revenues	35.8		%	30	pts	35.5		%	630	pts	29.2		%
Site level gross margin in excess of site level operating expenses	$	36,660		112.4	%	$	17,259		95.4	%	$	8,834

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The following table presents our same site operating results for our convenience store segment for the year ended December 31, 2016 , as compared to the year ended December 31, 2015 , and for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 .



	2016			2015			Change		2015			2014			Change
Number of same site company operated convenience store locations	32			32			—		32			32			—

Fuel:
Fuel sales volume (gallons)	41,058			41,690			(1.5)	%	41,690			40,048			4.1	%
Fuel revenues	$	67,338		$	77,706		(13.3)	%	$	77,672		$	113,221		(31.4)	%
Fuel gross margin	9,101			8,950			1.7	%	8,917			7,272			22.6	%
Fuel gross margin per gallon	$	0.222		$	0.215		3.3	%	$	0.214		$	0.182		17.6	%

Nonfuel:
Nonfuel revenues	$	80,037		$	79,657		0.5	%	$	79,657		$	76,634		3.9	%
Nonfuel gross margin	26,258			25,965			1.1	%	25,965			23,946			8.4	%
Nonfuel gross margin percentage	32.8		%	32.6		%	20	pts	32.6		%	31.2		%	140	pts

Total gross margin	$	35,359		$	34,915		1.3	%	$	34,882		$	31,218		11.7	%
Site level operating expenses	21,996			22,440			(2.0)	%	22,498			22,384			0.5	%
Site level operating expenses as a percentage of nonfuel revenues	27.5		%	28.2		%	(70	)pts	28.2		%	29.2		%	(100	)pts
Site level gross margin in excess of site level operating expenses	$	13,363		$	12,475		7.1	%	$	12,384		$	8,834		40.2	%

Year ended December 31, 2016 , as compared to December 31, 2015

Revenues . Fuel revenues for 2016 increase d by $195,853 , or 87.1% , as compared to 2015 . The table below shows the changes in total fuel revenues for our convenience store segment based on price and volume changes between periods.



	Gallons Sold		Fuel Revenues
Results for 2015	121,604		$	224,894

Decrease due to petroleum products price changes			(9,355		)
Decrease due to same site volume changes	(632	)	(979		)
Increase due to locations opened	132,391		206,187
Net change from prior year period	131,759		195,853

Results for 2016	253,363		$	420,747

The increase in fuel revenues in our convenience store segment was due to sales volume at acquired locations, partially offset by decreases in market prices for fuel and a decrease in fuel sales volume on a same site basis. On a same site basis, fuel sales volume for 2016 decrease d by 632 gallons, or 1.5% , as compared to 2015 . The decrease in same site fuel sales volume was primarily due to our adjusting fuel sales pricing to manage fuel sales volume and profitability and the effects of competition.

Nonfuel revenues for 2016 increase d by $139,655 , or 90.0% , as compared to 2015 . The increase in nonfuel revenues was primarily due to acquired locations. On a same site basis, nonfuel revenues increase d modestly as operations at acquired sites continue to stabilize.

Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2016 increase d by $19,401 , or 112.4% , as compared to 2015 , primarily due to acquired locations.

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On a same site basis, site level gross margin in excess of site level operating expenses for 2016 increase d as compared to 2015 due to an increase in nonfuel gross margin due to a favorable change in the mix of products and services sold and an increase in fuel gross margin primarily resulting from our continued focus on adjusting our fuel sales pricing to manage profitability.

Year ended December 31, 2015 , as compared to December 31, 2014

Revenues . Fuel revenues for 2015 increase d by $111,673 , or 98.6% as compared to 2014 . The table below shows the changes in total fuel revenues for our convenience store segment based on price and volume changes between periods.



	Gallons Sold	Fuel Revenues
Results for 2014	40,048	$	113,221

Decrease due to petroleum products price changes		(38,562		)
Increase due to same site volume changes	1,642	3,014
Increase due to locations opened and closed	79,914	147,221
Net change from prior year period	81,556	111,673

Results for 2015	121,604	$	224,894

The increase in fuel revenues at our convenience store segment reflected increases in sales volume from both sites we acquired during 2015 and same sites, partially offset by decreases in market prices for fuel. On a same site basis, fuel sales volume for 2015 increase d by 1,642 gallons, or 4.1% , from 2014 .

Nonfuel revenues for 2015 increase d by $78,563 , or 102.5% , from 2014 . The increase in nonfuel revenues was primarily due to the sites we acquired during 2015 . On a same site basis, nonfuel revenues increase d by $3,023 , or 3.9% , for 2015 , as compared to 2014 , primarily due to the favorable effects of certain of our marketing initiatives.

Site level gross margin in excess of site level operating expenses. Site level gross margin in excess of site level operating expenses for 2015 increase d by $8,425 , or 95.4% , from 2014 , due to locations acquired in 2015 and a $3,550 , or 40.2% , increase on a same site basis.

On a same site basis, site level gross margin in excess of site level operating expenses increase d for 2015 as compared to 2014 , due to an increase in nonfuel gross margin due to a favorable change in the mix or products and services sold, an increase in fuel gross margin primarily resulting from our continued focus on adjusting our fuel sales pricing to manage fuel sales volume and profitability, partially offset by an increase in site level operating expenses.

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Liquidity and Capital Resources

Our principal liquidity requirements are to meet our operating and financing costs and to fund our capital expenditures, acquisitions and working capital requirements. Our principal sources of liquidity to meet these requirements are our:


•	cash balance;


•	operating cash flow;


•	our Credit Facility, with a current maximum availability of $200,000 , or our Credit Facility, subject to limits based on our qualified collateral;


•	sales to HPT of improvements we make to the sites we lease from HPT and the development site to be sold to HPT under the Transaction Agreement;


•	potential issuances of new debt and equity securities; and


•	potential financing or selling of unencumbered real estate that we own.

We believe that the primary risks we currently face with respect to our operating cash flow are:


•	continuing decreased demand for our fuel products resulting from regulatory and market efforts for improved engine fuel efficiency and fuel conservation generally;


•	decreased demand for our products and services that we may experience as a result of competition;


•	a significant portion of our expenses are fixed in nature, which may restrict our ability to realize a sufficient reduction in our expenses to offset a reduction in our revenues;


•	the possible inability of recently acquired or developed properties to generate the stabilized financial results we expect;


•	the risk of an economic slowdown or recession; and


•	the negative impacts on our gross margins and working capital requirements if there were a return to the higher level of prices for petroleum products we experienced during the first half of 2014 and in prior years, as well as the increased volatility of those prices.

Our business requires substantial amounts of working capital, including cash liquidity, and our working capital requirements can be especially large because of the volatility of fuel prices. Our growth strategy of selectively acquiring additional properties and businesses and developing new sites requires us to expend substantial capital. In addition, our properties are high traffic sites with many customers and large trucks entering and exiting our properties daily, requiring us to expend capital to improve, repair and maintain our properties. Although we had a cash balance of $61,312 on December 31, 2016 , and net cash provided by operating activities in 2016 , there can be no assurance that we will maintain similar amounts of cash, that we will generate future profits or positive cash flows or that we will be able to obtain additional financing, if and when it becomes necessary or desirable to pursue business opportunities.

Liquidity Aspects of Transactions with HPT

Pursuant to the Transaction Agreement, HPT agreed to purchase from us, for our cost, four travel centers then being or to be developed, on land parcels we then owned, upon their completion, if such development were completed prior to June 30, 2017. As of December 31, 2016 , we had completed construction of three of these travel centers and one of these travel centers was under construction. On each of March 31, 2016, June 30, 2016, and September 30, 2016, we sold to HPT for $19,683 , $22,297 and $16,557 , respectively, and leased back from HPT, one of the completed travel centers. Also, on June 22, 2016, pursuant to the Transaction Agreement, we sold to, and leased back from, HPT two existing travel centers owned by us for an aggregate of $23,876 . We expect to sell to HPT the remaining development property during the first half of 2017. As of December 31, 2016 , we had invested $26,429 (including land costs) for the remaining development property and we estimate the remaining development cost will be approximately $1,813 .

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Revolving Credit Facility

We have a Credit Facility with a group of commercial banks that matures on December 19, 2019. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount of this Credit Facility may be increased to $300,000 . The Credit Facility may be used for general business purposes and permits for the issuance of letters of credit. Generally, no principal payments are due until maturity. Borrowings under the Credit Facility bear interest at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). At December 31, 2016 , based on our qualified collateral, a total of $102,625 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2016 , there were no loans outstanding under the Credit Facility but we had outstanding $23,128 of letters of credit issued under that facility, which reduces the amount available for borrowing under the Credit Facility, leaving $79,497 available for our use as of that date.

Senior Notes

On October 5, 2015, we issued in an underwritten public offering $100,000 aggregate principal amount of our 8.00% Senior Notes due on October 15, 2030 , or the 2030 Senior Notes. Our net proceeds from this issuance were $95,494 after underwriters' discount and commission and other costs of the offering. The 2030 Senior Notes require that we pay interest at 8.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2016, and no principal payments are required prior to maturity on October 15, 2030 . The 2030 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after October 15, 2018 .

On December 16, 2014, we issued in an underwritten public offering $120,000 aggregate principal amount of our 8.00% Senior Notes due on December 15, 2029 , or the 2029 Senior Notes. Our net proceeds from this issuance were $114,448 after underwriters' discount and commission and other costs of the offering. The 2029 Senior Notes require that we pay interest at 8.00% per annum, payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year, beginning on February 28, 2015, and no principal payments are required prior to maturity on December 15, 2029 . The 2029 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after December 15, 2017 .

On January 15, 2013, we issued in an underwritten public offering $110,000 aggregate principal amount of our 8.25% Senior Notes due on January 15, 2028 , or the 2028 Senior Notes. Our net proceeds from this issuance were $105,250 after underwriters' discount and commission and other costs of the offering. The 2028 Senior Notes require that we pay interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013, and no principal payments are required prior to maturity on January 15, 2028 . The 2028 Senior Notes are callable by us at par plus accrued interest, if any, and without penalty at any time on or after January 15, 2016 .

We refer to the 2030 Senior Notes, 2029 Senior Notes and 2028 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The total annual cash payments for interest expense on the current outstanding aggregate principal amount under our Senior Notes is $26,675 .

The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time.

See Note 6 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our Credit Facility or our Senior Notes.

Sources and Uses of Cash Flow

Cash Flow from Operating Activities

In 2016 , we had net cash inflows from operating activities of $110,777 , a decrease of $26,111 compared to $136,888 in 2015 . The decrease was primarily due a decrease in cash from the net income attributable to common shareholders in 2015 to net loss attributable to common shareholders in 2016 , partially offset by lower working capital in 2016 as compared to 2015 .

In 2015 , we had net cash inflows from operating activities of $136,888 , a decrease of $24,237 compared to $161,125 in 2014 . The decrease was primarily due to lower net income partially offset by lower net working capital in 2015 as compared to 2014 .

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Cash Flow from Investing Activities

In 2016 , we had cash outflows from investing activities of $220,038 , a decrease of $17,439 compared to $237,477 in 2015 . The decrease was primarily due to a reduction in our acquisition activities, partially offset by lower proceeds from asset sales to HPT and higher capital expenditures in 2016 than in 2015. In 2016, we invested $71,935 for the acquisition of 29 convenience stores, 11 standalone restaurants and franchise agreements for an additional 39 standalone restaurants and invested $329,997 for other capital improvements to our properties. In 2016, we received $193,082 of proceeds from the sales of five properties and assets to HPT, including improvements to properties we lease from HPT.

In 2015 , we had cash outflows from investing activities of $237,477 , an increase of $103,059 compared to $134,418 in 2014 . The increase was primarily due to capital expenditures and cash invested for acquisitions, partially offset by proceeds from the sale of assets to HPT. In 2015 , we invested $320,290 for the acquisition of three travel centers and 169 convenience stores, and we made investments of $295,437 for other capital improvements to our properties. In 2015 , we received $378,250 of proceeds from our sales of properties and assets to HPT, including improvements to properties we lease from HPT.

As of December 31, 2016 , we had entered agreements to acquire one travel center from a franchisee for a purchase price of $13,050 and six standalone restaurants from a franchisee for an aggregate purchase price of $6,000 , and we expect to invest an approximate $1,534 to expand and renovate these locations. Since December 31, 2016 , we entered into an agreement to acquire an additional travel center for a purchase price of $4,175 and we expect to invest an approximate $1,950 to renovate this location. During 2017, as of the date of this Annual Report, we have completed the purchase of the six standalone restaurants for an aggregate purchase price of $6,000 . We expect to complete the remaining acquisitions in the first half of 2017, but these purchases are subject to conditions and may not occur, may be delayed or the terms may change.

We consider sustaining capital to be the amount of investments required to maintain our existing business. We estimate that during 2017 our sustaining capital expenditures will be approximately $55,000 to $60,000. We may also make additional investments in our business for expansion or other projects and at substantial costs.

See Notes 2, 7 and 12 to our Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our acquisitions and our transactions with HPT.

Cash Flow from Financing Activities

In 2016 , we had cash outflows from financing activities of $1,035 , a change of $49,530 compared to the cash inflows from financing activities of $48,495 in 2015 . Our cash used in financing activities for 2016 resulted primarily from $1,394 spent to acquire treasury shares. In 2015 , we had cash inflows from financing activities of $48,495 , a decrease of $63,446 compared to $111,941 in 2014 . The cash inflow in 2015 resulted primarily from $95,494 net cash proceeds we received in 2015 from issuance of our 2030 Senior Notes, partially offset by repayment of a financing obligation during 2015 of $45,042 for five properties we purchased from HPT that we had previously leased. In 2014, financing cash flow consisted primarily of $114,448 of net proceeds we received from issuance of our 2029 Senior Notes.

Off Balance Sheet Arrangements

As of December 31, 2016 , we had no off balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, other than with respect to the debt owed by Petro Travel Plaza Holdings LLC, or PTP, an entity in which we own a noncontrolling interest. See Note 10 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for more information about our investment in PTP.

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Related Party Transactions

Relationships with HPT, RMR and AIC

We have relationships and historical and continuing transactions with HPT, RMR, and its managing member, The RMR Group Inc., AIC, other companies to which RMR provides management services and others affiliated with them. For example:


•	HPT is our former parent company, our principal landlord and our largest shareholder and RMR provides management services to both us and HPT;


•	As of December 31, 2016 , we, HPT and five other companies to which RMR provides management services each owned 14.3% of AIC, which arranges and insures or reinsures in part a combined property insurance program for us and its six other shareholders; and

•

RMR employs our President and Chief Executive Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and both of our Managing Directors; one of our Managing Directors is a controlling shareholder of The RMR Group Inc., and owns direct and indirect interests in RMR through ABP Trust, of which he is a beneficial owner; RMR, assists us with various aspects of our business pursuant to a business management agreement and provides building management services at our headquarters office building pursuant to a property management agreement.

For further information about these and other such relationships and related person transactions, see Notes 7 and 12 to the Notes to our Consolidated Financial Statements included in Item 15 of this Annual Report and the section captioned "Business-Our Leases with HPT" above in Part I, Item 1 of this Annual Report, which are incorporated herein by reference, our other filings with the SEC and our definitive Proxy Statement for our 2017 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the close of the fiscal year ended December 31, 2016. For further information about these transactions and relationships and about the risks that may arise as a result of these and other related person transactions and relationships, see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements" and Part I, Item 1A, "Risk Factors". Copies of certain of our agreements with these related persons, including our leases and related amendments with HPT, our business and property management agreements with RMR, certain other agreements with HPT and our shareholders agreement with AIC and its shareholders, are available as exhibits to our public filings with the SEC and accessible at the SEC's website, www.sec.gov. We may engage in additional transactions with related persons, including HPT and businesses to which RMR or its affiliates provide management services.

Critical Accounting Policies

The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make reasonable estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that may have been used. However, based on the available facts and circumstances inherent in the estimates and assumptions reflected in our consolidated financial statements, management believes it is unlikely that applying other reasonable estimates and assumptions would have caused materially different amounts to have been reported. Actual results may differ from these estimates.

Impairment of long lived assets. We perform a test for impairment of our property and equipment at the individual site level, since this is the lowest grouping of assets and liabilities at which the related cash flows are largely independent of other assets and liabilities. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions. Key assumptions include our current expectations for projected fuel sales volumes, nonfuel revenues, fuel and nonfuel gross margins, site level operating expenses and real estate rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate, which is used to measure the present value of the projected future cash flows, is set using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors and that we believe is likely to be used by a market participant. The weighted average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We use a number of assumptions and methods in preparing valuations underlying impairment tests, including estimates of future cash flows and discount rates. During 2016 , we did not record any impairment charges relating to our property and equipment. Applying significantly different assumptions or valuation methods could result in different results from these impairment tests.

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Impairment of indefinite lived intangible assets and goodwill. We assess intangible assets with indefinite lives for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable using either a quantitative or qualitative analysis. Indefinite lived intangible assets consisted of trademarks and their fair value was determined using a relief from royalty method. For 2016, indefinite lived intangible assets were assessed using a qualitative analysis that was performed by assessing certain trends and factors, including projected growth rates and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors were compared to, and based on, the assumptions used in the most recent quantitative assessment.

We evaluate goodwill for impairment at the reporting unit level as of July 31. Goodwill impairment testing for 2016 was performed using a quantitative analysis under which the fair value of our goodwill was estimated using both an income approach and a market approach. The income approach considered discounted forecasted cash flows that were based on our long term operating plan. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. A terminal value was used to estimate the cash flows beyond the period covered by the operating plan. The discount rate is an estimate of the overall after tax rate of return required by equity and debt market holders of a business enterprise. The market approach considered comparable publicly traded guideline companies' respective business values. For each comparable publicly traded guideline company, value indicators, or pricing multiples, were considered to estimate the value of our business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows. During 2016 , we did not record any impairment charges related to our indefinite lived intangible assets or goodwill. Applying significantly different assumptions or valuation methods could result in different results from this impairment test.

Customer loyalty programs. We have accruals for the customer loyalty programs we offer, similar to frequent shopper programs offered by other retailers. Drivers enrolled in these programs earn points for certain fuel and nonfuel purchases that can be redeemed for discounts on future nonfuel products and services at our travel centers. In determining these accruals, we must estimate redemption rates and future expected point expirations. These estimates are based on historical point expiration patterns, adjusted for expected future changes. To the extent an estimate is inaccurate, our liabilities, expenses and net income attributable to common shareholders may be understated or overstated.

Income tax matters. As part of the process of preparing our consolidated financial statements, we estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax reporting purposes. These temporary differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheets. We are required to record a valuation allowance to reduce deferred tax assets if we are not able to conclude that it is more likely than not these assets will be realized. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or a portion of the deferred tax assets. Judgment is required in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. We continue to maintain a valuation allowance against the deferred tax assets related to certain net operating loss and tax credit carryforwards in certain federal, state and foreign jurisdictions. To the extent our estimates and assumptions prove inaccurate we may need to recognize additional amounts of valuation allowance, which would increase our income tax expense and reduce our net income attributable to common shareholders in future periods.

We are also required to evaluate uncertain tax positions that benefit our income tax returns. The two step process of recognition and measurement required with respect to uncertain tax positions can require a great deal of management judgment regarding the probability that a tax position, based solely on its technical merits, will be sustained upon examination by the taxing authority, and the measurement of the amount of benefit that is more likely than not to be realized upon ultimate resolution. Many assumptions and estimates may be taken into account in the determination of whether a tax position will be recognized in the financial statements and, if the tax position is to be recognized, the amount of benefit to be recognized. These assumptions and estimates are subject to change due to many factors. To the extent our estimates and assumptions prove inaccurate we may need to adjust the amounts recognized in our financial statements, which could increase or decrease our assets, liabilities, income tax expense and net income attributable to common shareholders in future periods.

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Accounting for leases. With respect to accounting for leases, each time we enter a new lease or materially modify an existing lease we evaluate its classification as either a capital lease or an operating lease. The classification of a lease as capital or operating affects whether and how the transaction is reflected in our balance sheets, as well as our recognition of rental payments as rent or interest expense. These evaluations require us to make estimates of, among other things, the remaining useful life and residual value of leased properties, appropriate discount rates and future cash flows that may be realized from the leased properties. Incorrect assumptions or estimates may result in misclassification of our leases. Other aspects of our lease accounting policies relate to the accounting for sale leaseback transactions, including the appropriate amortization of related deferred liabilities and any deferred gains or losses, and the accounting for lease incentives. Our lease accounting policies involve significant judgments based upon our experience, including judgments about current valuations, estimated useful lives and salvage or residual values. In the future we may need to revise our assessments to incorporate information which is not known at the time of our previous assessments, and such revisions could increase or decrease our depreciation expense related to properties that we lease, result in the classification of some of our leases as other than operating leases or decrease the carrying values of some of our assets.

Business combinations. We account for our acquisitions of businesses as business combinations, which requires that the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the acquisition date. We record any excess of the purchase price over the estimated fair value of the net assets as goodwill. Our accounting for business combinations involves significant judgments about valuations of assets and liabilities in the current market and the assignment of estimated useful lives. We may adjust our accounting for business combinations to reflect information that is unknown at the time of our respective acquisitions for up to one year after each purchase. Acquisition related transaction costs, such as legal fees, due diligence costs and closing costs, are not included as a component of consideration transferred in an acquisition but are expensed as incurred. The operating results of acquired businesses are reflected in our consolidated financial statements from the date of the acquisition.

Self insurance accruals. We are exposed to losses under insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, including claims under our general liability, workers' compensation, motor vehicle and group health benefits policies and programs. Accruals are established under these insurance programs for both estimated losses on known claims and potential claims incurred but not asserted, based on claims histories and using actuarial methods. The most significant risk of this methodology is its dependence on claims histories, which are not always indicative of future claims. To the extent an estimate is inaccurate, our liabilities, expenses and net income attributable to common shareholders may be understated or overstated.

Contingencies. We establish or adjust environmental contingency accruals when the responsibility to remediate becomes probable and the amount of associated costs is reasonably determinable and we record legal contingency accruals when our liability becomes probable and when we can reasonably estimate the amount of our contingent loss. We also have a receivable for expected recoveries of certain of our estimated future environmental expenditures. The process of determining both our estimated future costs of environmental remediation and our estimated future recoveries of costs from insurers or others involves a high degree of management judgment based on past experiences and current and expected regulatory and insurance market conditions. The process of estimating our liability for legal matters involves a high degree of management judgment, which is based on facts and circumstances specific to each matter and our prior experiences with similar matters that may not be indicative of future results. To the extent an estimate is inaccurate, our liabilities, expenses and net income attributable to common shareholders may be understated or overstated.

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Summary of Contractual Obligations and Commitments

At December 31, 2016 , our primary outstanding trade commitments were $23,128 for letters of credit. The following table summarizes our obligations to make future payments under various agreements as of December 31, 2016 :



	Payments Due by Period
	Total		Less than one year		1 - 3 years		3 - 5 years		More than 5 years
Leases with HPT ⁽¹⁾	$	3,781,806	$	281,516	$	560,052	$	554,837	$	2,385,401
Other operating leases	57,692		10,831		15,690		9,249		21,922
2028 Senior Notes ⁽²⁾	110,000		—		—		—		110,000
2029 Senior Notes ⁽³⁾	120,000		—		—		—		120,000
2030 Senior Notes ⁽⁴⁾	100,000		—		—		—		100,000
Interest payments on long term debt	335,200		26,725		53,437		53,418		201,620
Purchase obligations ⁽⁵⁾	19,050		19,050		—		—		—
Other long term liabilities ⁽⁶⁾	36,541		14,837		12,524		4,975		4,205
Total contractual obligations	$	4,560,289	$	352,959	$	641,703	$	622,479	$	2,943,148

⁽¹⁾

The amounts shown for lease payments to HPT include payments due to HPT for the sites we account for as operating leases and for the sites we account for as a financing under a sale leaseback financing obligation and also include the payments of the deferred rent obligation of $42,915 , $29,324 , $29,107 , $27,421 and $21,233 in June 2024 and December 2026 , 2028 , 2029 , and 2030 , respectively, as well as the amounts payable to HPT at the end of the lease terms for the estimated cost of removing underground storage tanks. Interest is not payable on the deferred rent obligation balance unless we default on certain covenants or certain events occur, such as a change in control of us.

⁽²⁾

Our 2028 Senior Notes require us to pay interest at 8.25% quarterly and the 2028 Senior Notes mature (unless previously redeemed) on January 15, 2028 . We may, at our option, at any time on or after January 15, 2016 , redeem some or all of the 2028 Senior Notes by paying 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

⁽³⁾

Our 2029 Senior Notes require us to pay interest at 8.00% quarterly and the 2029 Senior Notes mature (unless previously redeemed) on December 15, 2029 . We may, at our option, at any time on or after December 15, 2017 , redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

⁽⁴⁾

Our 2030 Senior Notes require us to pay interest at 8.00% quarterly and the 2030 Senior Notes mature (unless previously redeemed) on October 15, 2030 . We may, at our option, at any time on or after October 15, 2018 , redeem some or all of the 2030 Senior Notes by paying 100% of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

⁽⁵⁾

As of December 31, 2016 , we had entered agreements to acquire one travel center for a purchase price of $13,050 and six standalone restaurants for an aggregate purchase price of $6,000 , and s ince December 31, 2016 , we entered into an agreement to acquire an additional travel center for a purchase price of $4,175 . During 2017, as of the date of this Annual Report, we have completed the purchase of six standalone restaurants for an aggregate purchase price of $6,000 . The remaining acquisitions are subject to conditions and may not occur, may be delayed or the terms may change.


⁽⁶⁾	The other long term liabilities included in the table above include accrued liabilities related to our partial self insurance programs, including for general liability, workers' compensation, motor vehicle and group health benefits claims, as well as a loan secured by a mortgage on one of our standalone restaurants.

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Environmental and Climate Change Matters

Legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our fuel products, may require us to expend significant amounts and may negatively impact our business. For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the EPA's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor fuel, as well as new fuel efficiency standards for medium and heavy duty commercial trucks, has caused us to add certain services and provide certain products to our customers at a cost to us that we may be unable to pass through to our customers. Also, various private initiatives and government regulations to promote fuel efficiency that raise the cost of trucking as compared to other types of freight transport, may decrease the demand for our fuel products and negatively impact our business. For example, in August 2016 the EPA and the National Highway Traffic Safety Administration established final regulations that will phase in more stringent greenhouse gas emission and fuel efficiency standards for medium and heavy duty trucks beginning in model year 2021 (model year 2018 for certain trailers) through model year 2027, and these regulations are estimated to reduce fuel usage between 9% and 25% (depending on vehicle category) by model year 2027. We may not be able to completely offset the loss of business we may suffer as a result of increasing engine efficiency and other fuel conservation efforts.

Some observers believe severe weather activities in different parts of the country over the last few years evidence global climate change. Such severe weather that may result from climate change may have an adverse effect on individual properties we own, lease or operate. We mitigate these risks by owning, leasing and operating a diversified portfolio of properties, by procuring insurance coverage we believe adequately protects us from material damages and losses and by attempting to monitor and be prepared for such events. However, there can be no assurance that our mitigation efforts will be sufficient or that storms that may occur due to future climate change or otherwise could not have a material adverse effect on our business.

For further information about these and other environmental and climate change matters, and the related risks that may arise, see the disclosure under the heading "Environmental Contingencies" in Note 13 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, "Warning Concerning Forward Looking Statements," "Regulatory Environment—Environmental Regulation" in Item 1 and Item 1A, "Risk Factors."

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. As of December 31, 2016 , no loans were outstanding under this Credit Facility. We borrow under this Credit Facility in U.S. dollars and those borrowings require us to pay interest at floating interest rates, which are based on LIBOR or a base rate, plus a premium. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates. A change in interest rates generally would not affect the value of any outstanding floating rate debt but could affect our operating results. For example, if the $200,000 stated maximum amount was drawn under our Credit Facility and interest rates decreased or increased by 100 basis points per annum, our interest expense would decrease or increase by $2,000 per year. If interest rates were to change gradually over time, the impact would occur over time.

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We are exposed to risks arising from market price changes for fuel. These risks have historically resulted from changes in supply and demand for fuel and from market speculation about future supply and demand for fuel. Some supply changes may arise from local conditions, such as a malfunction in a particular pipeline or at a particular terminal. However, in the recent past most of the supply risks have arisen from national or international conditions, such as weather related shutdowns of oil drilling or refining capacities, political instability in oil producing regions of the world or terrorism. Concerted efforts by major oil producing countries and cartels to limit oil supply may also impact prices. Because petroleum products are regularly traded in commodity markets, material changes in demand for and the price of fuel worldwide and financial speculation in these commodities markets may have a material effect upon the prices we have to pay for fuel and may also impact our customers' demand for fuel and other products we sell. Almost all of these risks are beyond our control. Nevertheless, we attempt to mitigate our exposure to fuel commodity price market risks in three ways. First, whenever possible, we attempt to maintain supply contracts for diesel fuel with several different suppliers for each of our locations; if one supplier has a local problem we may be able to obtain fuel supplies from other suppliers. Second, we maintain modest fuel inventory, generally less than three days of fuel sales for travel centers and five days of fuel sales for convenience stores. Modest inventory may mitigate the risk that we are required by competitive or contract conditions to sell fuel for less than its cost in the event of rapid price declines; however, the modest level of fuel inventory could exacerbate our fuel supply risks. Third, we sell a majority of our diesel fuel at prices determined by reference to a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to substantially maintain our margin per gallon despite changes in the price we pay for fuel. Based on our fuel inventory as of, and our fuel sales volume for the year ended, December 31, 2016 , each one cent change in the price of fuel would change our inventory value by $208 and our fuel revenues by $22,054 .

Item 8. Financial Statements and Supplementary Data

The information required by this item is included in Item 15 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2016 .

Management Report on Assessment of Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control systems are intended to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016 . In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework) . Based on this assessment, our management concluded that, as of December 31, 2016 , our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2016 , has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15 of this Annual Report.

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Changes in Internal Control over Financial Reporting

During the fourth quarter of 2016 there were no changes to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Resignation of an Executive Officer

On February 27, 2017, Michael J. Lombardi notified us of his decision to resign as our Executive Vice President, effective June 30, 2017, in connection with his retirement.

On February 27, 2017, we entered into a retirement agreement, including a vesting agreement in the form attached to the retirement agreement, or the Retirement Agreement, with Mr. Lombardi. Pursuant to the Retirement Agreement, Mr. Lombardi will continue to serve as our Executive Vice President until June 30, 2017. The Retirement Agreement provides that from July 1, 2017 through October 2, 2017, Mr. Lombardi will remain employed with us and will provide transition services to us and our subsidiaries, and his employment will terminate at the end of this transition period. From October 3, 2017 through December 29, 2017, Mr. Lombardi will provide consulting services to us and our subsidiaries. The Retirement Agreement provides that Mr. Lombardi (i) will receive his current annual base salary of $339,000 pro-rated for the period January 1, 2017 through June 30, 2017, (ii) will receive 75% of his current annual base salary pro-rated for the transition period July 1, 2017 to October 2, 2017, (iii) will receive an hourly fee of one hundred fifty dollars for hours worked and reimbursement of out-of-pocket expenses during the period October 3, 2017 through December 29, 2017 and (iv) subject to Mr. Lombardi’s execution of a release of claims, will receive a cash bonus of $225,000. The Retirement Agreement further provides that, subject to Mr. Lombardi’s execution of a release of claims and the satisfaction of certain other conditions, effective October 10, 2017, we will fully accelerate the vesting of any unvested shares Mr. Lombardi then owns. The Retirement Agreement contains other customary terms and conditions, including non-solicitation, non-competition, confidentiality and other covenants.

The foregoing description of the Retirement Agreement is not complete and is qualified in its entirety by reference to the full text of the Retirement Agreement, which is filed as an exhibit to this Annual Report and is incorporated by reference herein.

Resignation and Election of a Director

At a meeting of our Board of Directors, or our Board, held on February 27, 2017, our Board increased its size from five to six members for purposes of allocating a Director to Group I with a term expiring at the 2017 Annual Meeting of Shareholders. On February 27, 2017, following this increase in the size of our Board, one of our Group III directors, Joseph L. Morea, resigned from our Board, effective immediately, and our Board immediately thereafter elected Mr. Morea as an Independent Director of the Board in Group I with a term expiring at the 2017 Annual Meeting of Shareholders to fill the vacancy created thereby. In connection with his election, Mr. Morea was appointed as a member of each of the Nominating and Governance Committee and the Compensation Committee of the Board and a member and the Chair of the Audit Committee of the Board. After Mr. Morea’s election as a Group I Independent Director, the Board decreased its size to five members.

For his service as a Director, Mr. Morea will continue to receive the compensation we generally provide to our Independent Directors. A summary of our currently effective Director compensation is filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended June 30, 2016, and is incorporated herein by reference. There is no arrangement or understanding between Mr. Morea and any other person pursuant to which he was selected as a Director. There are no transactions, relationships or agreements between Mr. Morea and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act.

The effect of the foregoing actions was to shorten Mr. Morea’s current term from one expiring at the 2019 Annual Meeting of Shareholders to one expiring at the 2017 Annual Meeting of Shareholders. Mr. Morea will not receive any additional compensation as a result of this change of the director class in which he serves.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

We have a code of business conduct and ethics that applies to our Directors, officers and employees and RMR, its officers and employees and its parent's and subsidiaries directors, officers and employees. Our code of business conduct and ethics is posted on our website, www.ta-petro.com. A printed copy of our code of business conduct and ethics is also available free of charge to any person who requests a copy by writing to our Secretary, TravelCenters of America LLC, Two Newton Place, 255 Washington Street, Newton, MA 02458. We intend to disclose any amendments to or waivers of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and controller (or any person performing similar functions) on our website.

The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.

Item 11. Executive Compensation

The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information. At the Annual Meeting of Shareholders held on May 19, 2016, our shareholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, or the 2016 Plan, to replace our Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. Effective May 19, 2016, the 2007 Plan was terminated and no additional awards will be made thereunder. The shares previously registered for offer and sale under the 2007 Plan but not yet issued were deregistered, but shares issued under the 2007 Plan that have not yet vested will continue to vest in accordance with, and subject to, the terms of the related awards.

We may grant awards of options and common shares under our 2016 Plan from time to time to our officers, Directors, employees and other individuals who render services to us. As of December 31, 2016 , 1,373,550 common shares remained available for issuance under the 2016 Plan. In 2016 , we awarded 926,450 common shares to our Directors, officers, employees and others who provided services to us. The terms of awards made under the 2016 Plan are determined by the Compensation Committee of our Board of Directors at the time of the grant.

Information required by Item 12 with respect to securities authorized for issuance under equity-based compensation plans is set forth under the Equity Compensation Plan Information section in our definitive Proxy Statement and is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

a) Index to Financial Statements

The following consolidated financial statements of TravelCenters of America LLC are included on the pages indicated:



TravelCenters of America LLC Audited Financial Statements	Page
Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2016 and 2015	F-3
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2016, 2015 and 2014	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014	F-5
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2016, 2015 and 2014	F-6
Notes to Consolidated Financial Statements	F-7

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements and, therefore, have been omitted.


(b)	Exhibits



3.1		Certificate of Formation of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)

3.2		Composite copy of Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC dated as of May 20, 2013, as amended to date (Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)

3.3		Amended and Restated Bylaws of TravelCenters of America LLC, as amended and restated on September 7, 2016 (filed herewith)

4.1		Form of Share Certificate (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)

4.2		Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 15, 2013)

4.3		First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on January 15, 2013)

4.4		Second Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of December 16, 2014 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A (File No. 001-33274)

4.5		Third Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of October 5, 2015 (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A (File No. 001-33274) filed October 5, 2015)

4.6		Form of 8.25% Senior Notes due 2028 (included in Exhibit 4.3 above)

4.7		Form of 8.00% Senior Notes due 2029 (included in Exhibit 4.4 above)

4.8		Form of 8.00% Senior Notes due 2030 (included in Exhibit 4.5 above)

10.1		Transaction Agreement, dated as of January 29, 2007, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and The RMR Group LLC (Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)

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10.2		Transaction Agreement, dated as of June 1, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC, TA Leasing LLC, and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)

10.3		First Amendment to Transaction Agreement, dated as of June 22, 2016, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TravelCenters of America Holding Company LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2016)

10.4		Deferral Agreement, dated as of August 11, 2008, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and Petro Stopping Centers, L.P. (Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)

10.5		Registration Rights Agreement, dated as of August 11, 2008, between TravelCenters of America LLC and Hospitality Properties Trust (Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, filed on August 11, 2008)

10.6		Amended and Restated Business Management and Shared Services Agreement, dated as of March 12, 2015, by and between TravelCenters of America LLC and Reit Management & Research LLC (Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 13, 2015)

10.7		Lease Agreement, dated as of May 30, 2007, by and among HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, and TA Operating LLC (as successor to Petro Stopping Centers, L.P.), as Tenant (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2007)

10.8		First Amendment to Lease Agreement, dated as of March 17, 2008, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed on November 10, 2008)

10.9		Amended and Restated Lease No. 1, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 15, 2015)

10.10		Amended and Restated Lease No. 2, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 15, 2015)

10.11		Amended and Restated Lease No. 3, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 15, 2015)

10.12		Amended and Restated Lease No. 4, dated as of June 9, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 15, 2015)

10.13		Amendment to Lease Agreement, dated as of June 9, 2015, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed on June 15, 2015)

10.14		Amendment to Lease Agreement, dated as of June 22, 2016, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 22, 2016)

10.15		First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2016)

10.16		First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 22, 2015)

10.17		First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 24, 2015)

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10.18		First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2015)

10.19		Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2015)

10.20		Second Amendment to Amended and Restated Lease Amendment No. 3, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 22, 2016)

10.21		Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 25, 2015)

10.22		Third Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on September 24, 2015)

10.23		Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on September 24, 2015)

10.24		Fourth Amendment to Amended and Restated Lease Amendment No. 2, dated as of June 22, 2016, by and among TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed June 22, 2016)

10.25		Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 5, 2016)

10.26		Fifth Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 1, 2016)

10.27		Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 22, 2016)

10.28		Sixth Amendment to Amended and Restated Lease Agreement No. 2, dated as of September 30, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 4, 2016)

10.29		Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)

10.30		Guaranty Agreement, dated as of May 30, 2007, made by TravelCenters of America LLC, as Guarantor, for the benefit of HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, under the Lease Agreement, dated as of May 30, 2007, by and among such Landlord and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 4, 2007)

10.31		Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.5 to our current Report on Form 8-K filed on June 15, 2015)

10.32		Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on June 15, 2015)

10.33		Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on June 15, 2015)

10.34		Guaranty Agreement, dated as of June 9, 2015, by TravelCenters of America LLC and TravelCenters of America Holding Company LLC for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on June 15, 2015)

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10.35		Property Exchange Agreement, dated as of June 9, 2015, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, the Registrant and TA Operating LLC (Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on June 15, 2015)

10.36		Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2015)

10.37		Sales Agreement, dated as of June 16, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 22, 2015)

10.38		Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 25, 2015)

10.39		Sales Agreement, dated as of June 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 25, 2015)

10.40		Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on September 24, 2015)

10.41		Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on September 24, 2015)

10.42		Sales Agreement, dated as of September 23, 2015, between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on September 24, 2015)

10.43		Form of Development Property Agreement between an HPT entity and TA Operating LLC (Incorporated by reference to Exhibit B-3 to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2015)

10.44		Development Property Agreement, dated as of March 31, 2016, by and between HPT TA Properties Trust and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 5, 2016)

10.45		Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 22, 2016)

10.46		Development Property Agreement, dated as of June 22, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 22, 2016)

10.47		Development Property Agreement, dated as of June 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 1, 2016)

10.48		Development Property Agreement, dated as of September 30, 2016, by and between HPT TA Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 4, 2016)

10.49		Amendment Agreement, dated as of January 31, 2011, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2011)

10.50		Amendment Agreement, dated as of April 15, 2013, among HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC and together with HPT TA Trust, HPT TA LLC, HPT PSC Trust, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on May 7, 2013)

10.51		Amendment Agreement, dated as of December 23, 2013, among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on June 6, 2014)

10.52		Amended and Restated Shareholders Agreement, dated as of May 21, 2012, by and among Affiliates Insurance Company, Five Star Quality Care, Inc., Hospitality Properties Trust, CommonWealth REIT, Senior Housing Properties Trust, TravelCenters of America LLC, The RMR Group LLC, Government Properties Income Trust and Select Income REIT (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)

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10.53		Amended and Restated Loan and Security Agreement, dated as of October 25, 2011, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, as borrowers, each of the Guarantors named therein, Wells Fargo Capital Finance, LLC, as Agent, and the entities from time to time parties thereto as Lenders (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2011)

10.54		Amendment to Amended and Restated Loan and Security Agreement, dated as of December 19, 2014, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, as borrowers, each of the Guarantors named therein, Wells Fargo Capital Finance, LLC, as Agent, and the entities from time to time parties thereto as Lenders (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 23, 2014)

10.55		Joinder Agreement, dated as of February 26, 2014, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, TravelCenters of America Holding Company LLC, Petro Franchise Systems LLC, TA Franchise Systems LLC, TA Operating Nevada LLC, TA Operating Texas LLC, and Wells Fargo Capital Finance, LLC (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, filed on August 21, 2014)

10.56	*	Composite copy of the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, as amended as of May 12, 2011 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 16, 2011)

10.57	*	Form of Restricted Share Agreement under the 2007 Equity Compensation Plan of TravelCenters of America LLC (for restricted share grants under the plan prior to October 24, 2008) (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated November 30, 2007)

10.58	*	Form of Restricted Share Agreement under the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan (for restricted shares granted under the plan on and after October 24, 2008 but prior to November 19, 2013) (Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)

10.59	*	Form of Restricted Share Agreement under the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan (for restricted shares granted under the plan on and after November 19, 2013) (Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on June 6, 2014)

10.60	*	The TravelCenters of America LLC 2016 Equity Compensation Plan (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 20, 2016)

10.61	*	Form of Share Award Agreement under the TravelCenters of America LLC 2016 Equity Compensation Plan (filed herewith)

10.62		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 16, 2012)

10.63		Summary of Director Compensation (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed on August 8, 2016)

10.64	†	WEX Merchant Acceptance Agreement, dated as of November 5, 2016, by and between WEX Inc. and TA Operating LLC (filed herewith)

10.65	†	Amendment # 1 to the WEX Merchant Acceptance Agreement, executed as of January 6, 2017, by and between WEX Inc. and TA Operating LLC (filed herewith)

10.66	†	Comdata Merchant Agreement, effective as of December 15, 2010, by and between Comdata Network, Inc. (now Comdata Inc.) and TA Operating LLC (filed herewith)

10.67	†	Amended and Restated Amendment to Comdata Merchant Agreement, dated as of December 14, 2011, by and between Comdata Network, Inc. (now Comdata Inc.) and TA Operating LLC (filed herewith)

10.68		Definitive Master Class Settlement Agreement, executed as of March 3, 2014 (Incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on June 6, 2014)

10.69		Retirement Agreement, dated as of February 27, 2017, by and among TravelCenters of America LLC and Michael J. Lombardi (filed herewith)

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges (filed herewith)

21.1		Subsidiaries of TravelCenters of America LLC (filed herewith)

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23.1		Consent of RSM US LLP (filed herewith)

23.2		Consent of RSM US LLP (filed herewith)

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)

32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)

99.1		Property Management Agreement, dated as of July 21, 2011, by and between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed on November 7, 2011)

99.2		Amendment to Property Management Agreement, dated as of August 1, 2016, between The RMR Group LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed on November 8, 2016)

99.3		Amended and Restated Reimbursement Agreement, dated as of May 1, 2012, by and among The RMR Group LLC, TravelCenters of America LLC and Five Star Quality Care, Inc. (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)

99.4		Financial Statements of Petro Travel Plaza Holdings LLC (filed herewith)

101.1		The following materials from TravelCenters of America LLC's Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text (filed herewith)

* Management contract or compensatory plan or arrangement.

† Confidential treatment has been requested as to certain portions of this Exhibit.

Item 16. Form 10-K Summary

None.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

TravelCenters of America LLC

We have audited the accompanying consolidated balance sheets of TravelCenters of America LLC as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TravelCenters of America LLC as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TravelCenters of America LLC's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 28, 2017 expressed an unqualified opinion on the effectiveness of TravelCenters of America LLC’s internal control over financial reporting.



		/s/ RSM US LLP

Cleveland, Ohio

February 28, 2017

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

TravelCenters of America LLC

We have audited TravelCenters of America LLC's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. TravelCenters of America LLC’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Assessment of Internal Control over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, TravelCenters of America LLC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of TravelCenters of America LLC as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity and cash flows of TravelCenters of America LLC for each of the three years in the period ended December 31, 2016 and our report dated February 28, 2017 expressed an unqualified opinion.



		/s/ RSM US LLP

Cleveland, Ohio

February 28, 2017

F-2

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TravelCenters of America LLC

Consolidated Balance Sheets

(in thousands)



	December 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	61,312		$	172,087
Accounts receivable (less allowance for doubtful accounts of $744 and $850 as of December 31, 2016 and 2015, respectively)	107,246			91,580
Inventory	207,829			183,492
Other current assets	25,674			48,181
Total current assets	402,061			495,340

Property and equipment, net	1,082,022			989,606
Goodwill	88,542			79,768
Other intangible assets, net	37,738			26,209
Other noncurrent assets	49,478			30,618
Total assets	$	1,659,841		$	1,621,541

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	157,964		$	125,079
Current HPT Leases liabilities	39,720			37,030
Other current liabilities	132,648			133,513
Total current liabilities	330,332			295,622

Long term debt, net	318,739			316,447
Noncurrent HPT Leases liabilities	381,854			385,498
Other noncurrent liabilities	75,837			74,655
Total liabilities	1,106,762			1,072,222

Shareholders' equity:
Common shares, no par value, 41,369 and 39,069 shares authorized at December 31, 2016 and 2015, respectively, 39,523 and 38,808 shares issued and outstanding as of December 31, 2016, and 2015, respectively	686,348			682,219
Accumulated other comprehensive income (loss)	11			(240		)
Accumulated deficit	(134,678		)	(132,660		)
Total TA shareholders' equity	551,681			549,319
Noncontrolling interests	1,398			—
Total shareholders' equity	553,079			549,319
Total liabilities and shareholders' equity	$	1,659,841		$	1,621,541

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

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TravelCenters of America LLC

Consolidated Statements of Operations and Comprehensive (Loss) Income

(in thousands, except per share data)



	Year Ended December 31,
	2016			2015			2014
Revenues:
Fuel	$	3,530,149		$	4,055,448		$	6,149,449
Nonfuel	1,963,904			1,782,761			1,616,802
Rent and royalties from franchisees	17,352			12,424			12,382
Total revenues	5,511,405			5,850,633			7,778,633

Cost of goods sold (excluding depreciation):
Fuel	3,125,372			3,640,954			5,720,949
Nonfuel	910,827			819,995			738,871
Total cost of goods sold	4,036,199			4,460,949			6,459,820

Operating expenses:
Site level operating	959,407			885,646			815,611
Selling, general and administrative	139,052			121,767			106,823
Real estate rent	262,298			231,591			217,155
Depreciation and amortization	92,389			72,383			65,584
Total operating expenses	1,453,146			1,311,387			1,205,173

Income from operations	22,060			78,297			113,640

Acquisition costs	2,451			5,048			1,160
Interest expense, net	27,815			22,545			16,712
Income from equity investees	4,544			4,056			3,224
Loss on extinguishment of debt	—			10,502			—
(Loss) income before income taxes	(3,662		)	44,258			98,992
(Benefit) provision for income taxes	(1,733		)	16,539			38,023
Net (loss) income	(1,929		)	27,719			60,969
Less net income for noncontrolling interests	89			—			—
Net (loss) income attributable to common shareholders	$	(2,018	)	$	27,719		$	60,969

Other comprehensive income (lo ss), net of tax:
Foreign currency income (loss), net of taxes of $57, $355 and $198, respectively	$	99		$	(655	)	$	(400	)
Equity interest in investee's unrealized gain (loss) o n investments	152			(20		)	1
Other comprehensive income (loss) attributable to common shareholders	251			(675		)	(399		)

Comprehensive (loss) income attributable to common shareholders	$	(1,767	)	$	27,044		$	60,570

Net (loss) income per common share attributable to common shareholders:
Basic and diluted	$	(0.05	)	$	0.72		$	1.62

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

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TravelCenters of America LLC

Consolidated Statements of Cash Flows

(in thousands)



	Year Ended December 31,
	2016			2015			2014
Cash flows from operating activities:
Net (loss) income	$	(1,929	)	$	27,719		$	60,969
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Noncash rent expense	(13,683		)	(15,170		)	(8,982		)
Depreciation and amortization expense	92,389			72,383			65,584
Deferred income taxes	4,342			7,367			13,790
Loss on extinguishment of debt	—			10,502			—
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(14,503		)	5,076			8,838
Inventory	(20,642		)	5,140			27,594
Other assets	22,539			(1,546		)	2,414
Accounts payable and other liabilities	39,896			18,023			(12,010		)
Other, net	2,368			7,394			2,928
Net cash provided by operating activities	110,777			136,888			161,125

Cash flows from investing activities:
Proceeds from asset sales	193,082			378,250			64,927
Capital expenditures	(329,997		)	(295,437		)	(169,825		)
Acquisitions of businesses, net of cash acquired	(71,935		)	(320,290		)	(28,695		)
Investment in equity investee	(11,188		)	—			(825		)
Net cash used in investing activities	(220,038		)	(237,477		)	(134,418		)

Cash flows from financing activities:
Proceeds from issuance of Senior Notes	—			100,000			120,000
Common shares offering costs paid	—			—			(14		)
Payment of deferred financing costs	—			(4,506		)	(6,135		)
Proceeds from sale leaseback transactions with HPT	937			1,190			1,398
Sale leaseback financing obligation payments	(578		)	(46,347		)	(2,380		)
Acquisition of treasury shares from employees	(1,394		)	(1,842		)	(928		)
Net cash (used in) provided by financing activities	(1,035		)	48,495			111,941

Effect of exchange rate changes on cash	(479		)	(94		)	(30		)
Net (decrease) increase in cash and cash equivalents	(110,775		)	(52,188		)	138,618
Cash and cash equivalents at the beginning of the year	172,087			224,275			85,657
Cash and cash equivalents at the end of the year	$	61,312		$	172,087		$	224,275

Supplemental disclosure of cash flow information:
Interest paid (including rent classified as interest and net of capitalized interest)	$	29,846		$	21,204		$	16,055
Income taxes paid, net of refunds	243			1,984			1,527

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

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TravelCenters of America LLC

Consolidated Statements of Shareholders' Equity

(in thousands)



	Number of Common Shares	Common Shares			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Treasury Shares			Total TA Shareholders' Equity			Noncontrolling Interests		Total Shareholders' Equity
December 31, 2013	37,625	$	674,391		$	834		$	(221,348	)	$	—		$	453,877		$	—	$	453,877
Grants under share award plan and share based compensation, net	711	5,105			—			—			(928		)	4,177			—		4,177
Offering costs	—	(14		)	—			—			—			(14		)	—		(14		)
Other comprehensive loss, net of tax	—	—			(399		)	—			—			(399		)	—		(399		)
Net income	—	—			—			60,969			—			60,969			—		60,969
December 31, 2014	38,336	679,482			435			(160,379		)	(928		)	518,610			—		518,610
Grants under share award plan and share based compensation, net	472	2,737			—			—			(1,842		)	895			—		895
Retirement of treasury shares	—	—			—			—			2,770			2,770			—		2,770
Other comprehensive loss, net of tax	—	—			(675		)	—			—			(675		)	—		(675		)
Net income	—	—			—			27,719			—			27,719			—		27,719
December 31, 2015	38,808	682,219			(240		)	(132,660		)	—			549,319			—		549,319
Grants under share award plan and share based compensation, net	715	4,129			—			—			(1,394		)	2,735			—		2,735
QSL acquisition	—	—			—			—			—			—			1,309		1,309
Retirement of treasury shares	—	—			—			—			1,394			1,394			—		1,394
Other comprehensive income, net of tax	—	—			251			—			—			251			—		251
Net (loss) income	—	—			—			(2,018		)	—			(2,018		)	89		(1,929		)
December 31, 2016	39,523	$	686,348		$	11		$	(134,678	)	$	—		$	551,681		$	1,398	$	553,079

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

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


1.	Summary of Significant Accounting Policies

General Information and Basis of Presentation

TravelCenters of America LLC, which we refer to as the Company or we, us and our, is a Delaware limited liability company. As of December 31, 2016 , we operated and franchised 540 travel center, standalone convenience store, and standalone restaurant locations. Our customers include trucking fleets and their drivers, independent truck drivers, highway and local motorists and casual diners. We also collect rents, royalties and other fees from our tenants and franchisees.

As of December 31, 2016 , our business included 233 convenience stores in 11 states in the U.S. We operate our convenience stores primarily under the "Minit Mart" brand name, or the Minit Mart brand. Of these 233 convenience stores at December 31, 2016 , we owned 198 , we leased 32 , and we operated three for a joint venture in which we own a noncontrolling interest. Our convenience stores offer gasoline as well as a variety of nonfuel products and services, including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car washes. We report this portion of our business as our convenience store segment.

We manage our business on the basis of two reportable segments, travel centers and convenience stores. See Note 15 for more information about our reportable segments. We have a single travel center located in a foreign country, Canada, that we do not consider material to our operations.

Our consolidated financial statements include the accounts of TravelCenters of America LLC and its subsidiaries. All intercompany transactions and balances have been eliminated. We use the equity method of accounting for investments in entities when we have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock. See Note 10 for more information about our equity investments.

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

Significant Accounting Policies

Revenue Recognition. We recognize revenue and the related costs at the time of final sale to consumers at our company operated locations for retail fuel and nonfuel sales. We record the estimated cost of loyalty program redemptions by customers of our loyalty program points as a discount against gross revenue in determining net revenue presented in our consolidated statements of operations and comprehensive (loss) income.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

For those travel centers that we lease to a franchisee, we recognize rent revenue. These leases generally specify rent increases each year based on inflation rates for the respective periods or capital improvements we make at the travel center. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenue after such events have occurred.

We collect and recognize franchise royalty revenues monthly. We determine royalty revenues generally as a percentage of the franchisees' revenues. We recognize initial franchise fee revenues when the franchisee opens for business under our brand name, which is when we have fulfilled our initial obligations under the related agreements.

Accounts Receivable and Allowance for Doubtful Accounts. We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition and actual write off history. We charge off account balances against the allowance when we believe it is probable the receivable will not be collected.

Inventory. We state our inventory at the lower of cost or market value. We determine cost principally on the weighted average cost method. We maintain reserves for the estimated amounts of obsolete and excess inventory. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when necessary.

Property and Equipment. We record property and equipment as a result of business combinations based on their fair market values as of the date of the acquisition. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets:



Buildings and site improvements	15 to 40 years
Machinery and equipment	3 to 15 years
Furniture and fixtures	5 to 10 years

We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Amortization expense related to assets recorded in connection with the sale leaseback financing obligation pertaining to certain travel centers we lease from Hospitality Properties Trust, or HPT, is included in depreciation and amortization expense over the shorter of the estimated useful lives of the assets or the lease term. See Notes 7 and 12 for more information about our relationship and transactions with HPT.

Goodwill and Intangible Assets. In a business combination we are required to record assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity, based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net assets is recognized as goodwill. We amortize the recorded costs of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements. See Note 4 for more information about our goodwill and intangible assets.

Impairment. We review definite lived assets for indicators of impairment during each reporting period. We recognize impairment charges when (i) the carrying value of a long lived asset or asset group to be held and used in the business is not recoverable and exceeds its fair value and (ii) when the carrying value of a long lived asset or asset group to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including projected operating results, rental payments and the discount rate used to measure the present value of projected future cash flows. We recognize impairment charges in the period during which the circumstances surrounding an asset or asset group to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset or asset group is made. We perform our impairment analysis for substantially all of our property and equipment at the individual location level because that is the lowest level of asset groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

We evaluate goodwill and indefinite lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable using either a quantitative or qualitative analysis. We subject goodwill and intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or intangible asset exceeds the fair market value of the asset. We evaluate goodwill for impairment as of July 31 at the reporting unit level. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any. Goodwill impairment testing for 2016 was performed using a quantitative analysis under which the fair value of our goodwill was estimated using an income approach and a market approach. The income approach considered discounted forecasted cash flows that were based on our long term operating plan. A terminal value was used to estimate the cash flows beyond the period covered by the operating plan. The discount rate is an estimate of the overall after tax rate of return required by equity and debt market holders of a business enterprise. The market approach considered comparable publicly traded guideline companies' respective business values. For each comparable publicly traded guideline company, value indicators, or pricing multiples, were considered to estimate the value of our business enterprise. These analyses required the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows. During 2016, we did not record any impairment charges related to our indefinite lived intangible assets or goodwill.

Share Based Employee Compensation. We have historically granted awards of our common share under our share award plans. Share awards issued to our Directors vest immediately. Share awards made to others vest in five to ten equal annual installments beginning on the date of grant. Compensation expense related to share awards is determined based on the market value of our shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the shares awarded amortized to expense over the related vesting period. We include share based compensation expense in selling, general and administrative expenses in our consolidated statements of operations and comprehensive (loss) income.

Environmental Remediation. We record remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs is reasonably determinable. We include remediation expenses within site level operating expenses in our consolidated statements of operations and comprehensive (loss) income. Generally, the timing of remediation expense recognition coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. In our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities. We recognize a receivable for estimated future environmental costs that we may be reimbursed for within other noncurrent assets in our consolidated balance sheets.

Self Insurance Accruals. For insurance programs for which we pay deductibles and for which we are partially self insured up to certain stop loss amounts, we establish accruals for both estimated losses on known claims and claims incurred but not reported, based on claims histories and using actuarial methods. In our consolidated balance sheets, the accrual for self insurance costs is included in other noncurrent liabilities, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities.

Asset Retirement Obligations. We recognize the future costs for our obligations related to the removal of our underground storage tanks and certain improvements we own at leased properties over the estimated useful lives of each asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an asset is installed. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. Our asset retirement obligations at December 31, 2016 and 2015 , were $9,335 and $7,602 , respectively, and are presented in other noncurrent liabilities in our consolidated balance sheets.

Leasing Transactions. Leasing transactions are a material part of our business. We have five leases with HPT. See Note 7 for more information about our leases with HPT and our accounting for them.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

We recognize rent under operating leases without scheduled rent increases as expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis. The rent payments resulting from our sales to HPT of improvements to the properties we lease from HPT are contingent rent. Other than at the travel centers where our leases are accounted for as sale leaseback financing obligations, we recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to HPT.

Income Taxes. We establish deferred income tax assets and liabilities to reflect the future tax consequences of differences between the tax bases and financial statement bases of assets and liabilities. We reduce the measurement of deferred tax assets, if necessary, by a valuation allowance when it is more likely than not that the deferred tax asset will not be realized. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. We evaluate and adjust these tax positions based on changing facts and circumstances. For tax positions meeting the more likely than not threshold, the amount we recognize in the financial statements is the largest benefit that we estimate has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of income tax expense. See Note 9 for more information about our income taxes.

Reclassifications. Certain prior year amounts have been reclassified to be consistent with the current year presentation, including the reclassification in our consolidated balance sheets of deferred financing costs of $13,553 from other noncurrent assets to long term debt in accordance with Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs .

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers , or ASU 2014-09, which establishes a comprehensive revenue recognition standard under GAAP for almost all industries. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein. Early adoption is prohibited. To address implementation of ASU 2014-09 and evaluate its impact on our consolidated financial statements, we have developed a project plan in which we are utilizing a bottom up approach to evaluate our revenue streams and related internal controls. Since many of our revenue streams are point of sale, we do not believe the implementation of this standard will have a material impact on our consolidated financial statements. We expect to complete our assessment, including selecting a transition method for adoption, by the end of the third quarter of 2017.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases , which establishes a comprehensive lease standard under GAAP for virtually all industries. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. The new standard will apply for annual periods beginning after December 15, 2018, including interim periods therein, and requires modified retrospective application. Early adoption is permitted. We are in the process of evaluating the effects the adoption of this update may have on our consolidated financial statements. We believe the adoption of this update will have a material impact on our consolidated balance sheets due to the recognition of the lease rights and obligations as assets and liabilities. While the adoption will have no effect on the cash we pay, amounts within our statements of operations and comprehensive (loss) income are expected to change materially.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows , which simplifies elements of cash flow classification and reduces diversity in practice across all industries. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein, and requires retrospective application. Early adoption is permitted. The implementation of this update is not expected to cause any material changes to our consolidated statements of cash flows.

In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations , which clarifies the definition of a business. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein, and requires prospective application. Early adoption is permitted. The implementation of this update is not expected to cause any material changes to our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles - Goodwill and Other , which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The new standard will apply for annual or interim impairment tests beginning after December 15, 2019, and requires prospective application. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017.


2.	Acquisitions

2016 Acquisitions. During the year ended December 31, 2016 , we acquired 29 convenience stores, 11 standalone restaurants and franchise agreements for an additional 39 standalone restaurants, and accounted for these transactions as business combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their respective fair values as of the date of acquisition. We have included the results of these acquired businesses in our consolidated financial statements from the dates of acquisition. The pro forma impact of the convenience stores and standalone restaurants acquired during year ended December 31, 2016 , including the results of operations of the acquired convenience stores and standalone restaurants from the beginning of the periods presented, is not material to our consolidated financial statements.

The following table summarizes the amounts we recorded for the assets acquired and liabilities assumed in the business combinations in 2016 described above, along with resulting goodwill. We expect that amortization of all of the goodwill resulting from these acquisitions will be deductible for tax purposes.



	Convenience Stores			Corporate and Other ⁽¹⁾			Total
Inventory	$	3,175		$	465		$	3,640
Property and equipment	36,289			12,825			49,114
Goodwill	6,919			1,890			8,809
Intangible assets	370			14,020			14,390
Other assets	18			1,130			1,148
Other liabilities	(1,618		)	(3,548		)	(5,166		)
Total aggregate purchase price	$	45,153		$	26,782		$	71,935


⁽¹⁾	Includes standalone restaurants. See Note 15 for more segment information.

2015 Acquisitions. During the year ended December 31, 2015 , we acquired three travel centers for a total of $9,338 and 169 convenience stores for a total of $310,952 and we accounted for these transactions as business combinations.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The following table summarizes the amounts we recorded for the assets acquired and liabilities assumed in the business combinations in 2015 described above, along with resulting goodwill. We expect that amortization of all of the goodwill resulting from these acquisitions will be deductible for tax purposes.



	Travel Centers			Convenience Stores			Total
Inventory	$	683		$	15,296		$	15,979
Property and equipment	7,815			251,956			259,771
Goodwill	1,137			46,360			47,497
Intangible assets	158			5,070			5,228
Other liabilities	(455		)	(7,730		)	(8,185		)
Total aggregate purchase price	$	9,338		$	310,952		$	320,290

The pro forma impact of each of the acquisitions during the year ended December 31, 2015, were individually insignificant to our consolidated financial statements but these acquisitions were significant in the aggregate. Total revenues attributable to these acquisitions included within our consolidated revenues for the year ended December 31, 2015, were $237,148 . The following pro forma consolidated revenue amounts reflect our revenues as if the acquisitions occurred on January 1, 2014.



	Unaudited
	Year Ended December 31, 2015		Year Ended December 31, 2014
Total revenues	$	6,299,036	$	8,321,178

It is not practical to estimate the pro forma impact of these acquisitions on our consolidated net income attributable to common shareholders because audited or unaudited financial statements prepared in conformity with GAAP were not available from each of the acquisition targets. In addition, the sellers' historical levels of selling, general and administrative expenses, depreciation and amortization expense, interest income and expense and provision (benefit) for income taxes were not significant factors in our acquisition underwriting process.

2014 Acquisitions. During the year ended December 31, 2014 , we acquired four travel centers for a total of $28,695 and we accounted for these transactions as business combinations.

Pending Acquisitions. As of December 31, 2016 , we had entered agreements to acquire one travel center from one of our franchisees for a purchase price of $13,050 and six standalone restaurants from one of our franchisees for an aggregate purchase price of $6,000 , and s ince December 31, 2016 , we entered into an agreement to acquire an additional travel center for a purchase price of $4,175 . During 2017, as of the date of this Annual Report, we have completed the purchase of the six standalone restaurants for an aggregate purchase price of $6,000 . We expect to complete the remaining acquisitions in the first half of 2017, but these purchases are subject to conditions and may not occur, may be delayed or the terms may change.

Acquisition costs, such as legal fees, due diligence costs and closing costs, are not included as a component of consideration transferred in business combinations but instead are expensed as incurred.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


3.	Property and Equipment

Property and equipment, net, at cost, as of December 31, 2016 and 2015 , consisted of the following:



	December 31,
	2016		2015
Land and improvements	$	303,422	$	280,550
Buildings and improvements	341,803		287,276
Machinery, equipment and furniture	425,527		327,853
Leasehold improvements	224,713		216,177
Construction in progress	198,600		207,489
	1,494,065		1,319,345
Less: accumulated depreciation and amortization	412,043		329,739
Property and equipment, net	$	1,082,022	$	989,606

Total depreciation expense for the years ended December 31, 2016 , 2015 and 2014 , was $88,892 , $70,042 and $63,880 , respectively.

The following table shows the amounts of property and equipment owned by HPT but recognized in our consolidated balance sheets and included within the balances shown in the table above, as a result of the required accounting for the assets funded by HPT under the deferred tenant improvements allowance and for the assets that did not qualify for sale leaseback accounting.



	December 31,
	2016		2015
Land and improvements	$	14,055	$	14,053
Buildings and improvements	7,498		6,586
Machinery, equipment and furniture	3,239		3,216
Leasehold improvements	114,987		114,989
	139,779		138,844
Less: accumulated depreciation and amortization	80,533		71,357
Property and equipment, net	$	59,246	$	67,487

At December 31, 2016 , our property and equipment balance included $57,201 of improvements of the type that we typically request that HPT purchase for an increase in minimum annual rent; however, HPT is not obligated to purchase these improvements.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


4.	Goodwill and Intangible Assets

Goodwill and intangible assets, net, as of December 31, 2016 and 2015 , consisted of the following:



	December 31, 2016
	Cost		Accumulated Amortization			Net
Amortizable intangible assets:
Agreements with franchisees	$	24,593	$	(10,473	)	$	14,120
Leasehold interests	6,867		(2,510		)	4,357
Agreements with franchisors	2,836		(1,490		)	1,346
Other	5,276		(3,478		)	1,798
Total amortizable intangible assets	39,572		(17,951		)	21,621
Carrying value of trademarks (indefinite lives)	16,117		—			16,117
Total intangible assets	55,689		(17,951		)	37,738
Goodwill	88,542		—			88,542
Goodwill and intangible assets, net	$	144,231	$	(17,951	)	$	126,280



	December 31, 2015
	Cost		Accumulated Amortization			Net
Amortizable intangible assets:
Agreements with franchisees	$	15,913	$	(8,907	)	$	7,006
Leasehold interests	5,837		(2,259		)	3,578
Agreements with franchisors	2,836		(1,003		)	1,833
Other	5,362		(3,277		)	2,085
Total amortizable intangible assets	29,948		(15,446		)	14,502
Carrying value of trademarks (indefinite lives)	11,707		—			11,707
Total intangible assets	41,655		(15,446		)	26,209
Goodwill	79,768		—			79,768
Goodwill and intangible assets, net	$	121,423	$	(15,446	)	$	105,977

Total amortization expense for amortizable intangible assets for the years ended December 31, 2016 , 2015 and 2014 was $2,570 , $1,703 and $1,491 , respectively.

We amortize our amortizable intangible assets over a weighted average period of 12 years. The aggregate amortization expense for our amortizable intangible assets for each of the next five years is:



	Total
2017	$	2,807
2018	2,690
2019	2,572
2020	2,390
2021	1,986

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Goodwill. During 2016 and 2015 , we recognized $8,809 and $47,497 , respectively, of goodwill in connection with our business combinations. Our goodwill balance included $72,421 that is deductible for tax purposes. Goodwill by reporting unit was as follows:



	December 31,
	2016		2015
Travel center segment	$	17,252	$	17,287
Convenience store segment	69,400		62,481
Quaker Steak & Lube business	1,890		—
Total goodwill	$	88,542	$	79,768

The estimates of the fair value of our goodwill acquired during 2016 were based upon our estimates and assumptions about the fair values of the identifiable assets acquired and liabilities assumed and are subject to change if we obtain additional information during the respective measurement period (up to one year from the acquisition date).


5.	Other Current Liabilities

Other current liabilities, as of December 31, 2016 and 2015 , consisted of the following:



	December 31,
	2016		2015
Taxes payable, other than income taxes	$	47,875	$	43,457
Accrued wages and benefits	19,146		15,410
Self insurance program accruals, current portion	14,732		16,374
Loyalty program accruals	13,686		13,470
Accrued capital expenditures	12,135		22,739
Other	25,074		22,063
Total other current liabilities	$	132,648	$	133,513


6.	Long Term Debt

Long term debt, as of December 31, 2016 and 2015 , consisted of the following:



	December 31,
	2016			2015
2028 Senior Notes	$	110,000		$	110,000
2029 Senior Notes	120,000			120,000
2030 Senior Notes	100,000			100,000
Other long term debt	1,292			—
Deferred financing costs	(12,553		)	(13,553		)
Total long term debt	$	318,739		$	316,447

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Senior Notes

In October 2015, we issued in an underwritten public offering $100,000 aggregate principal amount of our 8.00% Senior Notes due on October 15, 2030 , or the 2030 Senior Notes. Our net proceeds from this issuance were $95,494 after underwriters' discount and commission and other costs of the offering. The 2030 Senior Notes require us to pay interest at 8.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2016, and the 2030 Senior Notes will mature (unless previously redeemed) on October 15, 2030, and no principal payments are required prior to that date. We may, at our option, at any time on or after October 15, 2018 , redeem some or all of the 2030 Senior Notes by paying 100% of the principal amount of the 2030 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

In December 2014, we issued in an underwritten public offering $120,000 aggregate principal amount of our 8.00% Senior Notes due on December 15, 2029 , or the 2029 Senior Notes. Our net proceeds from this issuance were $114,448 after underwriters' discount and commission and other costs of the offering. The 2029 Senior Notes require us to pay interest at 8.00% per annum, payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. The 2029 Senior Notes will mature (unless previously redeemed) on December 15, 2029 , and no principal payments are required prior to that date. We may, at our option, at any time on or after December 15, 2017 , redeem some or all of the 2029 Senior Notes by paying 100% of the principal amount of the 2029 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

Our 8.25% Senior Notes due on January 15, 2028 , or the 2028 Senior Notes were issued in January 2013. The 2028 Senior Notes require us to pay interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. The 2028 Senior Notes will mature (unless previously redeemed) on January 15, 2028 and no principal payments are required prior to that date. We may, at our option, at any time on or after January 15, 2016 , redeem some or all of the 2028 Senior Notes by paying 100% of the principal amount of the 2028 Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.

We refer to the 2028 Senior Notes, 2029 Senior Notes and 2030 Senior Notes collectively as our Senior Notes, which are our senior unsecured obligations. The indenture governing our Senior Notes does not limit the amount of indebtedness we may incur. We may issue additional debt from time to time. Our Senior Notes have been presented on our consolidated balance sheets as long term debt net of deferred financing costs. We estimate that the fair values of our 2028 Senior Notes, 2029 Senior Notes, and 2030 Senior Notes were $111,188 , $121,488 and $100,280 , respectively, based on their respective closing prices on the NASDAQ Global Select Market, or Nasdaq, (a Level 1 input) on December 31, 2016 .

Revolving Credit Facility

On December 19, 2014, we amended our revolving credit facility, or the Credit Facility, to, among other things: (i) extend the maturity of the Credit Facility from October 25, 2016 to December 19, 2019; (ii) reduce the applicable margins on borrowings and standby letter of credit fees; (iii) reduce the unused line fee rate; (iv) reduce the threshold for triggering a minimum fixed charge ratio requirement; and (v) make certain adjustments to the borrowing base calculation in a manner we believe is favorable to us. Under the Credit Facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in December 2019. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount may be increased to $300,000 . The Credit Facility may be used for general business purposes and provides for the issuance of letters of credit. Generally, no principal payments are due until maturity. We are required to pay interest on borrowings under the Credit Facility at a rate based on, at our option, LIBOR or a base rate, plus a premium (which premium is subject to adjustment based upon facility availability, utilization and other matters). Pursuant to the Credit Facility, we pay a monthly unused line fee which is subject to adjustment according to the average daily principal amount of unused commitment under the Credit Facility. As of December 31, 2016 , our letter of credit fees were an annual rate of 1.50% of our outstanding standby letters of credit and our unused line fee rate was an annual rate of 0.25% of the maximum balance minus our utilization and letters of credit.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The Credit Facility requires us to maintain certain levels of collateral, limits our ability to incur debt and liens, restricts us from making certain investments and paying dividends and other distributions, requires us to maintain a minimum fixed charge ratio under certain circumstances and contains other customary covenants and conditions. The Credit Facility provides for the acceleration of principal and interest payments upon an event of default including, but not limited to, failure to pay interest or other amounts due, a change in control of us, as defined in the Credit Facility, and our default under certain contracts, including our leases with HPT, and our business management agreement with The RMR Group LLC, or RMR. Our Credit Facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. The amount available to us is determined by reference to a borrowing base calculation based on eligible collateral. At December 31, 2016 , based on our qualified collateral, a total of $102,625 was available to us for loans and letters of credit under the Credit Facility. At December 31, 2016 , there were no borrowings outstanding under the Credit Facility but we had outstanding $23,128 of letters of credit issued under that facility, securing certain trade payables, insurance, fuel tax and other obligations. These letters of credit reduce the amount available for borrowing under the Credit Facility.

Deferred Financing Costs

The unamortized balance of our deferred financing costs were $12,553 and $13,553 for our Senior Notes and $664 and $889 for our Credit Facility at December 31, 2016 and 2015 , respectively, net of accumulated amortization of $2,428 and $1,428 , and $456 and $231 , respectively. The deferred financing costs for our Senior Notes are presented as a reduction of long term debt and the deferred financing costs for our credit facility are presented in other noncurrent assets in our consolidated balance sheets. In 2015, we capitalized $4,506 of costs related to the issuance of our 2030 Senior Notes. In 2014, we capitalized $5,552 of costs related to the issuance of our 2029 Senior Notes and $583 related to amending our Credit Facility and we recognized expense of $96 to write off previously capitalized fees when we amended our Credit Facility. We estimate we will recognize future amortization of deferred financing costs of $1,221 in each of the years 2017 and 2018 , and $1,214 in 2019 , $1,000 in 2020 and $997 in 2021 . We recognized interest expense from the amortization of deferred financing costs, of $1,225 , $995 and $703 for the years ended December 31, 2016 , 2015 and 2014 , respectively.


7.	Leasing Transactions

As a lessee. We have entered into lease agreements covering many of our retail locations, office and warehouse space, and various equipment and vehicles, with the most significant leases being our five leases with HPT as further described below. Certain leases include renewal options, and certain leases include escalation clauses and purchase options. Future minimum lease payments required under leases that had remaining noncancelable lease terms in excess of one year as of December 31, 2016 , were as follows (included herein are the full payments due under the HPT Leases including the amount attributed to the lease of those sites that are accounted for as a financing in our consolidated balance sheet as reflected in the sale leaseback financing obligation):



	Total
2017	$	292,347
2018	289,723
2019	286,019
2020	283,406
2021	280,680
Thereafter	2,407,323
Total	$	3,839,498

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The expenses related to our operating leases are included in site level operating expenses; selling, general and administrative expenses; and real estate rent in the operating expenses section of our consolidated statements of operations and comprehensive (loss) income. Rent expense under our operating leases consisted of the following:



	Year Ended December 31,
	2016		2015			2014
Minimum rent	$	263,212	$	233,211		$	212,711
Sublease rent	7,463		8,422			8,932
Contingent rent ⁽¹⁾	1,304		(1,266		)	3,671
Total rent expense	$	271,979	$	240,367		$	225,314


⁽¹⁾	Since 2007, we had accrued contingent rent associated with one site leased from HPT. In June 2015, we became no longer liable for this contingent rent, and the related accrual was reversed during the year ended December 31, 2015.

HPT Leases. As of December 31, 2016 , we leased from HPT a total of 198 properties under five leases, four of which we refer to as our TA Leases and one of which we refer to as the Petro Lease, and which we refer to collectively as the HPT Leases. The number of properties leased, the terms, the minimum annual rents and deferred rent balances owed by us under our HPT Leases as of December 31, 2016, were as follows:



	Number of Properties	Initial Term End Date ⁽¹⁾	Minimum Annual Rent as of December 31, 2016		Deferred Rent ⁽²⁾
TA Lease 1	40	December 31, 2029	$	51,435	$	27,421
TA Lease 2	40	December 31, 2028	52,327		29,107
TA Lease 3	39	December 31, 2026	52,665		29,324
TA Lease 4	39	December 31, 2030	47,996		21,233
Petro Lease	40	June 30, 2032	67,573		42,915
Total	198		$	271,996	$	150,000


⁽¹⁾	We have two renewal options of 15 years each under each of our HPT Leases.

⁽²⁾

Pursuant to a rent deferral agreement with HPT, from July 2008 through December 31, 2010, HPT deferred a total of $150,000 of rent payable by us, which remained outstanding as of December 31, 2016. This deferred rent obligation was subsequently allocated among the HPT Leases and is due at the end of the respective initial term end dates for the TA Leases noted above. Deferred rent for the Petro Lease is due and payable on June 30, 2024. Deferred rent is subject to acceleration at HPT's option upon an uncured default by, or a change in control of, us.

The HPT Leases are "triple net" leases that require us to pay all costs incurred in the operation of the leased properties, including costs related to personnel, utilities, inventory acquisition and provision of services to customers, insurance, real estate and personal property taxes, environmental related expenses, underground storage tank removal costs and ground lease payments at those properties at which HPT leases the property and subleases it to us. We also are required generally to indemnify HPT for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased properties and, at lease expiration, we are required to pay an amount equal to an estimate of the cost of removing underground storage tanks on the leased properties.

The HPT Leases require us to maintain the leased properties, including structural and non-structural components. Under our HPT Leases, we may request that HPT purchase approved amounts of renovations, improvements and equipment at the leased properties in return for increases in our minimum annual rent according to the following formula: the minimum annual rent will be increased by an amount equal to the amount paid by HPT multiplied by the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5% . During the years ended December 31, 2016 , 2015 and 2014 , we sold to HPT $109,926 , $99,896 and $66,133 , respectively, of improvements we previously made to properties leased from HPT, and, as a result, our minimum annual rent payable to HPT increased by $9,344 , $8,491 and $5,621 , respectively. At December 31, 2016 , our property and equipment balance included $57,201 of improvements of the type that we typically request that HPT purchase for an increase in minimum annual rent; however, HPT is not obligated to purchase these improvements.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

We recognized rent expense of $249,966 , $221,159 and $206,639 , for the years ended December 31, 2016 , 2015 and 2014 , respectively, under our HPT Leases.

In addition to the payment of minimum annual rent, the TA Leases provide for payment to HPT of percentage rent, beginning in 2016, based on increases in total nonfuel revenues over base year levels ( 3% of nonfuel revenues above 2015 nonfuel revenues) and the Petro Lease provides for payment to HPT of percentage rent based on increases in total nonfuel revenues over base year levels ( 3% of nonfuel revenues above 2012 nonfuel revenues). HPT waived $372 of percentage rent under our Petro Lease for the year ended December 31, 2016 , pursuant to an agreement we and HPT entered in 2011. As of June 30, 2016, HPT had cumulatively waived all of the $2,500 of percentage rent it previously agreed to waive. The total amount of percentage rent (which is net of any waived amounts) that we incurred during the years ended December 31, 2016 , 2015 and 2014 , was $1,304 , $1,999 and $2,984 , respectively.

On June 1, 2015 , we entered into a transaction agreement, or the Transaction Agreement, with HPT pursuant to which, among other things, we agreed to sell to, and lease back from, HPT 14 travel centers we owned and certain assets we owned at 11 properties we lease from HPT for an aggregate of $279,383 . As of December 31, 2015, we had completed the sale to, and lease back from, HPT of the 14 travel centers we owned and certain assets we owned at 11 properties and our minimum annual rent increased by $24,027 . These sales generated an aggregate gain of $133,668 , which was deferred and is being amortized as a reduction of our rent expense over the terms of the TA Leases.

On June 9, 2015, pursuant to the Transaction Agreement, we purchased from HPT, for $45,042 , five travel centers that we previously leased from HPT and subleased to franchisees. The lease of these properties had been accounted for as a financing, with the related assets recognized in our consolidated balance sheets. The purchase prices paid for the properties exceeded the unamortized balance of the sale leaseback financing obligation, resulting in our recognition of a loss on extinguishment of debt of $10,502 . Our minimum annual rent payment decreased by $3,874 as a result of the completion of our purchase of these properties.

Also pursuant to the Transaction Agreement, we agreed to sell to, and lease back from, HPT five travel centers upon the completion of their development for a purchase price equal to their development costs. On March 31, 2016, we sold one of these development properties to HPT for $19,683 . On June 22, 2016, we and HPT amended the Transaction Agreement to, among other things, replace one development property with two alternative travel centers owned by us. Pursuant to the Transaction Agreement, as amended, on June 22, 2016, we sold the two alternative travel centers to HPT for an aggregate of $23,876 . The sale of these two properties generated a gain of $11,794 that was deferred and is being amortized on a straight line basis over the terms of the related leases as a reduction of rent expense. On June 30, 2016, we sold one of these development properties to HPT for $22,297 . On September 30, 2016, we sold one of these development properties to HPT for $16,557 . As of December 31, 2016 , the sale and lease back of the remaining development property pursuant to the terms of the Transaction Agreement is expected to be completed before June 30, 2017.

On August 13, 2013, the travel center located in Roanoke, VA that we leased from HPT was taken by eminent domain proceedings brought by the Virginia Department of Transportation, or VDOT, in connection with planned highway construction. In January 2014, HPT received proceeds from VDOT of $6,178 , which is a substantial portion of VDOT's estimate of the value of the property, and as a result the minimum annual rent payable by us to HPT under the then applicable lease was reduced by $525 effective January 6, 2014. We and HPT are challenging VDOT's estimate of this property's value and we expect that the final resolution of this matter will take considerable time.

On October 30, 2015, HPT completed the purchase of the land and improvements at a travel center it then leased from a third party and subleased to us located in Waterloo, NY. Upon HPT's acquisition, the land and improvements were directly leased to us under the Petro Lease. The Petro Lease was amended and, as a result of this transaction, minimum annual rent increased by $1,275 , but our obligation to pay the ground rent of $1,260 annually was terminated.

On September 14, 2016, HPT purchased a vacant land parcel located adjacent to a property we lease from HPT in Holbrook, AZ for $325 ; and we and HPT amended our TA Lease 4 to add this parcel and our minimum annual rent under our TA Lease 4 increased by $28 .

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The following table sets forth the amounts of annual minimum lease payments required under the HPT Leases as of December 31, 2016 , in each of the years shown.



	Annual Minimum Rent		Rent for Ground Leases Subleased from HPT
2017	$	271,996	$	9,520
2018	271,996		8,943
2019	271,996		7,117
2020	271,996		6,254
2021	271,996		4,591
2022	271,996		1,571
2023	271,996		934
2024 ⁽¹⁾	314,911		700
2025	271,996		228
2026 ⁽²⁾	309,113		2
2027	219,332		—
2028 ⁽³⁾	257,387		—
2029 ⁽⁴⁾	203,344		—
2030 ⁽⁵⁾	146,674		—
2031	67,573		—
2032 ⁽⁶⁾	47,644		—


⁽¹⁾	Includes previously deferred rent payments of $42,915 due on June 30, 2024.


⁽²⁾	Includes previously deferred rent payments of $29,324 and estimated cost of removing underground storage tanks on the leased properties of $7,793 due on December 31, 2026.


⁽³⁾	Includes previously deferred rent payments of $29,107 and estimated cost of removing underground storage tanks on the leased properties of $8,948 due on December 31, 2028.


⁽⁴⁾	Includes previously deferred rent payments of $27,421 and estimated cost of removing underground storage tanks on the leased properties of $8,918 due on December 31, 2029.


⁽⁵⁾	Includes previously deferred rent payments of $21,233 and estimated cost of removing underground storage tanks on the leased properties of $9,872 due on December 31, 2030.


⁽⁶⁾	Includes estimated cost of removing underground storage tanks on the leased properties of $13,858 due on June 30, 2032.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The following table summarizes the various amounts related to the HPT Leases and leases with other lessors that are reflected in real estate rent expense in our consolidated statements of operations and comprehensive (loss) income.



	Year Ended December 31,
	2016			2015			2014
Cash payments for rent under the HPT Leases	$	265,482		$	241,962		$	222,722
Change in accrued estimated percentage rent	430			(1,275		)	959
Adjustments to recognize expense on a straight line basis	(216		)	(4,910		)	(1,621		)
Less: sale leaseback financing obligation amortization	(477		)	(974		)	(2,380		)
Less: portion of rent payments recognized as interest expense	(1,729		)	(3,445		)	(5,887		)
Less: deferred tenant improvements allowance amortization	(3,769		)	(5,019		)	(6,769		)
Amortization of deferred gain on sale leaseback transactions	(9,755		)	(5,180		)	(385		)
Rent expense related to HPT Leases	249,966			221,159			206,639
Rent paid to others ⁽¹⁾	12,447			10,583			10,786
Adjustments to recognize expense on a straight line basis for other leases	(115		)	(151		)	(270		)
Total real estate rent expense	$	262,298		$	231,591		$	217,155


⁽¹⁾	Includes rent paid directly to HPT's landlords under leases for properties we sublease from HPT as well as rent related to properties we lease from landlords other than HPT.

The following table summarizes the various amounts related to the HPT Leases that are included in our consolidated balance sheets.



	December 31, 2016		December 31, 2015
Current HPT Leases liabilities:
Accrued rent	$	22,868	$	21,098
Sale leaseback financing obligation ⁽¹⁾	484		469
Straight line rent accrual ⁽²⁾	2,458		2,458
Deferred gain ⁽³⁾	10,140		9,235
Deferred tenant improvements allowance ⁽⁴⁾	3,770		3,770
Total Current HPT Leases liabilities	$	39,720	$	37,030

Noncurrent HPT Leases liabilities:
Deferred rent obligation	$	150,000	$	150,000
Sale leaseback financing obligation ⁽¹⁾	21,165		20,719
Straight line rent accrual ⁽²⁾	47,771		48,373
Deferred gain ⁽³⁾	121,331		121,049
Deferred tenant improvements allowance ⁽⁴⁾	41,587		45,357
Total Noncurrent HPT Leases liabilities	$	381,854	$	385,498

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

⁽¹⁾

Sale Leaseback Financing Obligation. Prior to the Transaction Agreement, the assets related to nine travel centers we leased from HPT were reflected in our consolidated balance sheets, as was the related financing obligation. This accounting was required primarily because, at the time of the inception of the prior leases with HPT, more than a minor portion of these nine travel centers was subleased to third parties. As part of the June 2015 Transaction Agreement, we purchased five of these nine travel centers from HPT. That purchase was accounted for as an extinguishment of the related financing obligation and resulted in a loss on extinguishment of debt of $10,502 because the price we paid to HPT to purchase the five properties was $10,502 in excess of the then remaining related financing obligation. Also, because the TA Leases we entered into with HPT in connection with the Transaction Agreement were accounted for as new leases and two of the remaining four properties reflected as financings under the Prior TA Lease then qualified for operating lease treatment, the remaining net assets and financing obligation related to these two properties were eliminated, resulting in a gain of $1,033 , which was deferred and will be recognized over the terms of the applicable TA Leases as a reduction of rent expense.

⁽²⁾

Straight Line Rent Accrual. We accrued rent expense from 2007 to 2012 for stated increases in our minimum annual rents due under our then existing TA lease. While the TA Leases we entered into with HPT in connection with the Transaction Agreement contain no stated rent payment increases, we continue to amortize this accrual on a straight line basis over the current terms of the TA Leases as a reduction to real estate rent expense. The straight line rent accrual also includes our obligation for the estimated cost of removal of underground storage tanks at properties leased from HPT at the end of the related lease; we recognize these obligations on a straight line basis over the term of the related leases as additional rent expense.


⁽³⁾	Deferred Gain. The deferred gain primarily includes $145,462 of gains from the sales of travel centers and certain other assets to HPT during 2015 and 2016 pursuant to the Transaction Agreement and the amended Transaction Agreement. We amortize the deferred gains on a straight line basis over the terms of the related leases as a reduction of rent expense.

⁽⁴⁾

Deferred Tenant Improvements Allowance. HPT funded certain capital projects at the properties we lease under the HPT Leases without an increase in rent payable by us. In connection with HPT's initial capital commitment, we recognized a liability for rent deemed to be related to this capital commitment as a deferred tenant improvements allowance. We amortize the deferred tenant improvements allowance on a straight line basis over the terms of the HPT Leases as a reduction of real estate rent expense.

As a lessor. As of December 31, 2016 , we leased to franchisees five travel centers. The current terms of the five lease agreements with franchisees expire between June and September 2017. Four of the five leases have one remaining renewal option for an additional five year term; the fifth lease has no further renewal option. These leases include rent escalations that are contingent on future events, namely inflation or our investing in capital improvements at these travel centers. Rent revenue from these operating leases totaled $4,439 , $4,458 and $4,365 for the years ended December 31, 2016 , 2015 and 2014 , respectively. Future minimum lease payments due to us for the five leased sites under these operating leases as of December 31, 2016 , was $2,478 , all due within 2017.


8.	Shareholders' Equity

Share Award Plan. On May 19, 2016, our shareholders approved the TravelCenters of America LLC 2016 Equity Compensation Plan, or the 2016 Plan, under which 2,300 shares were authorized for issuance under the terms of the 2016 Plan. The 2016 Plan replaced the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, or the 2007 Plan. No additional awards will be made under the 2007 Plan and the shares previously registered for offer and sale under the 2007 Plan but not yet issued were deregistered, although shares awarded under the 2007 Plan that have not yet vested will continue to vest in accordance with, and subject to, the terms of the related awards. We refer to the 2007 Plan and 2016 Plan collectively as the Share Award Plans.

We awarded a total of 926 , 671 and 803 common shares under the Share Award Plans during the years ended December 31, 2016 , 2015 and 2014 , respectively, with aggregate market values of $6,120 , $6,607 and $7,766 , respectively, based on the closing prices of our common shares on the principal exchange on which they were traded on the dates of the awards. During the years ended December 31, 2016 , 2015 and 2014 , we recognized total share based compensation expense of $5,523 , $5,507 and $5,105 , respectively. During the years ended December 31, 2016 , 2015 and 2014 , the vesting date fair value of common shares that vested was $5,040 , $7,621 and $6,233 , respectively.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

The weighted average grant date fair value of common shares awarded in 2016 , 2015 and 2014 was $6.61 , $9.84 and $9.67 , per share, respectively. Common shares issued to Directors vested immediately and the related compensation expense was recognized on the grant date. Common shares issued to others vest in five to ten equal annual installments beginning on the date of grant. The related compensation expense was determined based on the market value of our common shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the awarded common shares expensed over the related vesting period. As of December 31, 2016 , 1,374 common shares remained available for issuance under the 2016 Plan. As of December 31, 2016 , there was a total of $14,913 of share based compensation related to unvested common shares that will be expensed over a weighted average remaining service period of five years . The following table sets forth the number and weighted average grant date fair value of unvested common shares and common shares awarded under the Share Award Plans for the year ended December 31, 2016 .



	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Unvested shares balance as of December 31, 2015	1,934		$	7.95
Granted	926		6.61
Vested	(760	)	7.54
Forfeited/canceled	(2	)	9.33
Unvested shares balance as of December 31, 2016	2,098		7.50

Treasury Shares. Certain recipients of share awards may elect to have us withhold the number of their vesting common shares with a fair market value sufficient to fund the minimum required tax withholding obligations with respect to share awards. For the years ended December 31, 2016 , 2015 and 2014, we acquired through this share withholding process 209 , 197 and 90 common shares, respectively, with an aggregate value of $1,394 , $1,842 and $928 , respectively. During the year ended December 31, 2016, we retired 209 treasury shares, no par value, with a carrying value of $1,394 that reduced common shares outstanding. During the year ended December 31, 2015, we retired 287 treasury shares, no par value, with a carrying value of $2,770 .

Net (Loss) Income Per Common Share Attributable to Common Shareholders

We calculate basic earnings per common share by dividing net (loss) income available to common shareholders for the period by the weighted average number of common shares outstanding during the period. The net (loss) income attributable to participating securities is deducted from our total net (loss) income attributable to common shareholders to determine the net (loss) income available to common shareholders. We calculate diluted earnings per common share by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive share securities, using the treasury stock method; but we had no dilutive share securities outstanding as of December 31, 2016 , nor at any time during the three year period then ended. Unvested shares issued under our Share Award Plans are deemed participating securities because they participate equally in earnings and losses with all of our other common shares. The following table presents a reconciliation of net (loss) income attributable to common shareholders to net (loss) income available to common shareholders and the related earnings per share.



	Year Ended December 31,
	2016			2015		2014
Net (loss) income attributable to common shareholders, as reported	$	(2,018	)	$	27,719	$	60,969
Less: net (loss) income attributable to participating securities	(100		)	1,386		2,986
Net (loss) income available to common shareholders	$	(1,918	)	$	26,333	$	57,983

Weighted average common shares ⁽¹⁾	36,976			36,485		35,856

Basic and diluted net (loss) income per common share	$	(0.05	)	$	0.72	$	1.62


⁽¹⁾	Excludes the unvested shares awarded under our Share Award Plans, which shares are considered participating securities because they participate equally in earnings and losses with all of our other common shares. The weighted average number of unvested shares outstanding was 1,920 for the years ended December 31, 2016 and 2015 , and 1,846 for the year ended December 31, 2014 .

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


9.	Income Taxes

We had a tax benefit of $1,733 for the year ended December 31, 2016 , and a tax provision of $16,539 and $38,023 for the years ended December 31, 2015 and 2014, respectively.

Effective Tax Rate Reconciliation



	Year Ended December 31,
	2016			2015			2014
U.S. federal statutory rate applied to (loss) income before taxes	$	(1,074	)	$	15,661		$	34,826
State income taxes, net of federal benefit	(1,621		)	1,695			4,106
Nondeductible executive compensation	841			1,499			892
Other nondeductible expenses	331			271			496
Benefit of tax credits	(2,849		)	(2,574		)	(2,188		)
Taxes on foreign income at rates different than U.S. rates	—			—			244
Provision to return adjustments	910			(199		)	—
Other, net	1,729			186			(353		)
Total tax (benefit) provision	$	(1,733	)	$	16,539		$	38,023

Components of the Income Tax (Benefit) Provision



	Year Ended December 31,
	2016			2015			2014
Current tax (benefit) provision:
Federal	$	(2,101	)	$	6,513		$	23,037
State	(3,974		)	2,659			1,196
Total current tax (benefit) provision	(6,075		)	9,172			24,233
Deferred tax (benefit) provision:
Federal	2,861			7,438			10,880
State	1,481			(71		)	2,910
Total deferred tax (benefit) provision	4,342			7,367			13,790
Total tax (benefit) provision	$	(1,733	)	$	16,539		$	38,023

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Components of Deferred Tax Assets and Liabilities



	December 31,
	2016			2015
Deferred tax assets:
Straight line rent accrual	$	19,846		$	19,974
Reserves	24,575			24,740
Deferred gains	55,110			54,424
Asset retirement obligation	3,827			3,117
Tax credit carryforwards	10,331			3,627
Tax loss carryforwards	29,782			5,971
Deferred tenant improvements allowance	18,596			20,142
Other	10,699			10,281
Total deferred tax asset before valuation allowance	172,766			142,276
Valuation allowance	(600		)	(2,380		)
Total deferred tax assets	172,166			139,896

Deferred tax liabilities:
Property and equipment	(176,117		)	(142,257		)
Goodwill and other intangible assets	(7,865		)	(5,269		)
Other	(1,050		)	(837		)
Total deferred tax liabilities	(185,032		)	(148,363		)

Net deferred tax liabilities	$	(12,866	)	$	(8,467	)

As of December 31, 2016 , we had a valuation allowance of $600 related to federal capital loss carryforwards and deferred tax assets in foreign jurisdictions due to the uncertainty of their realization. At December 31, 2016, we had carryforwards for federal net operating losses, state net operating losses and federal tax credits of $130,484 , $61,095 and $22,238 , respectively. Although not anticipated, $59,367 of the federal net operating losses is scheduled to expire in 2030 if unused. We anticipate $134 of the state net operating losses will expire in 2017, and the remainder to be utilized prior to expiration beginning in 2021. Federal credits of $498 may expire between 2019 and 2025 if unused, with the remainder to be utilized prior to their expiration beginning in 2031.

The following table presents the classification in our consolidated balance sheets of the deferred tax assets and liabilities presented in the table above.



	December 31,
	2016			2015
Deferred tax amounts are included in:
Other noncurrent assets	$	—		$	87
Other noncurrent liabilities	(12,866		)	(8,554		)

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Uncertain Tax Positions



	Year Ended December 31,
	2016		2015		2014
Balance at beginning of period	$	59,742	$	59,557	$	59,557
Interest	—		185		—
Balance at end of period	$	59,742	$	59,742	$	59,557

As of December 31, 2016 , 2015 and 2014 , we had unrecognized tax benefits of $59,742 , $59,742 and $59,557 , respectively. These unrecognized tax benefits relate to uncertainties concerning our value as of the ownership change in 2007, whether certain capital contributions made in that year should be included in the computation of the annual net operating loss deduction limitation, and uncertainties as to the measurement of the net unrecognized built-in loss and allocation of the net unrecognized built-in loss, if any, to our various assets as of the date of the ownership change. These uncertainties impact the amount of the loss carryforwards that are subject to the annual net operating loss deduction limitation as well as the annual net operating loss deduction limitation itself.

The amount of the uncertain tax benefits, if settled favorably, that would have an impact on our effective tax rate is $57,413 , $57,413 and $57,228 for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 and 2015 , $31,440 and $24,931 , respectively, of the uncertain tax benefits were classified as a reduction to our noncurrent deferred tax assets and $28,302 and $34,811 , respectively, were classified as a noncurrent liability. We did not accrue interest or penalties for the years ended December 31, 2016 and 2014 , due to the existence of net operating loss and credit carryforwards to offset any additional income tax liability. There is a reasonable possibility the uncertain tax positions totaling $59,742 may be recognized during 2017.

Our U.S. federal income tax returns are subject to tax examinations for the years ended December 31, 2013 through 2016 . Our state and Canadian income tax returns are generally subject to examination for the tax years ended December 31, 2012 through 2016 . To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted by the taxing authorities to the extent the carryforwards are utilized in a subsequent year.


10.	Equity Investments

As of December 31, 2016, our investment in equity affiliates, which are presented in our consolidated balance sheet in other noncurrent assets, and our proportional share of our investees' net income recognized in our consolidated financial statements were as follows:



	PTP		Other ⁽¹⁾			Total
Investment balance:
As of December 31, 2016	$	21,657	$	24,097		$	45,754
As of December 31, 2015	20,042		6,828			26,870

Income (loss) from equity investments:
Year ended December 31, 2016	$	4,614	$	(70	)	$	4,544
Year ended December 31, 2015	4,036		20			4,056
Year ended December 31, 2014	3,135		89			3,224


⁽¹⁾	Includes equity investments that are individually immaterial to our consolidated financial statements, including our investment in Affiliates Insurance Company, or AIC. See Note 12 for more information about our investment in AIC.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Petro Travel Plaza Holdings LLC

Petro Travel Plaza Holdings LLC, or PTP, is a joint venture between us and Tejon Development Corporation that owns two travel centers, three convenience stores and one standalone restaurant in California. We own a 40% interest in PTP and operate the two travel centers, three convenience stores and one standalone restaurant PTP owns for which we receive management and accounting fees. This investment is accounted for under the equity method. The carrying value of this investment as of December 31, 2016 and 2015, was $21,657 and $20,042 , respectively, and was included in our other noncurrent assets in our consolidated balance sheets. The equity income recorded from this investment for the years ended December 31, 2016 , 2015 and 2014 , was $4,614 , $4,036 and $3,135 , respectively. In addition to the equity income, we recognized management fee income of $1,055 , $838 and $800 for the years ended December 31, 2016 , 2015 and 2014 , respectively.

The following tables set forth summarized financial information of PTP and do not represent the amounts we have included in our consolidated financial statements in connection with our investment in PTP.



	December 31,
	2016		2015
Total current assets	$	12,605	$	12,013
Total noncurrent assets	56,047		52,471

Total current liabilities	1,909		2,691
Total noncurrent liabilities	15,456		15,083



	Year Ended December 31,
	2016		2015		2014
Total revenues	$	114,947	$	115,776	$	122,584
Cost of goods sold (excluding depreciation)	81,280		85,283		96,565
Operating income	12,784		11,083		8,701
Net income and comprehensive income	12,077		10,629		8,229

Fair Value

It is not practicable to estimate the fair value of our equity investments because of the lack of quoted market prices and the inability to estimate current fair value without incurring excessive costs. However, management believes that the carrying amounts of our equity investments at December 31, 2016 , were not impaired given these companies' overall financial conditions and earnings trends.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


11.	Business and Property Management Agreements with RMR

We have two agreements with RMR to provide management services to us: (i) a business management agreement, which relates to various aspects of our business generally, including but not limited to, services related to compliance with various laws and rules applicable to our status as a publicly owned company, advice and supervision with respect to our travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel center and convenience store properties and companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of our daily business activities, including legal matters, human resources, insurance programs, management information systems and the like, and (ii) a property management agreement under which RMR provides building management services to us for our headquarters building. See Note 12 for further information regarding our relationship, agreements and transactions with RMR.

Business Management Agreement. Under our business management agreement, we pay RMR an annual business management fee equal to 0.6% of the sum of our gross fuel margin (which is our fuel sales revenues less our cost of fuel sales) plus our total nonfuel revenues. The fee is payable monthly based on the prior month's margins and revenues. This fee totaled $14,212 , $13,179 and $12,272 for the years ended December 31, 2016 , 2015 and 2014 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive (loss) income.

The current term of our business management agreement with RMR ends on December 31, 2017 , and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of an applicable term. RMR may terminate the business management agreement upon 120 days' written notice, and we have the right to terminate the business management agreement upon 60 days' written notice, subject to approval by a majority vote of our Independent Directors. If we terminate or do not renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.875 times the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of termination or nonrenewal.

Property Management Agreement. We also have a property management agreement with RMR under which RMR provides building management services to us for our headquarters building. The current term of the property management agreement ends on July 31, 2017, and automatically renews for successive one year terms unless we or RMR gives notice of non-renewal before the end of the applicable term. Our Compensation Committee reviews the property management agreement, evaluates RMR’s performance under this agreement and renews, amends or terminates this agreement annually. We paid RMR aggregate fees of $153 , $145 and $141 for property management services at our headquarters building for the years ended December 31, 2016 , 2015 and 2014 , respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations and comprehensive (loss) income.

Expense Reimbursement. We are also generally responsible for all of our expenses and certain expenses incurred by RMR on our behalf. RMR also provides internal audit services to us in return for our share of the total internal audit costs incurred by RMR for us and other publicly owned companies to which RMR or its affiliates provides management services, which amounts are subject to approval by our Compensation Committee. Our Audit Committee appoints our Director of Internal Audit. Our share of RMR's costs of providing this internal audit function was $235 , $257 and $272 for the years ended December 31, 2016 , 2015 and 2014 , respectively. These allocated costs are in addition to the business management fees paid to RMR.

Transition Services. RMR has agreed to provide certain transition services for us for 120 days following termination by us or notice of termination by RMR.

Vendors. Pursuant to our business management agreement, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


12.	Related Party Transactions

Relationship with HPT

We were a 100% owned subsidiary of HPT until HPT distributed our common shares to its shareholders in 2007. We are HPT's largest tenant and HPT is our principal landlord and largest shareholder and as of December 31, 2016 , owned 3,420 of our common shares, or approximately 8.7% of our outstanding common shares.

One of our Managing Directors, Barry Portnoy, is a managing trustee of HPT. Barry Portnoy's son, Adam Portnoy, is also a managing trustee of HPT, and Barry Portnoy's son-in-law, Ethan Bornstein, is an executive officer of HPT. Our other Managing Director, Thomas O'Brien, who is also our President and Chief Executive Officer, was a former executive officer of HPT. RMR provides management services to both us and HPT.

Spin-Off Transaction Agreement. In connection with our spin-off from HPT in 2007, we entered a transaction agreement with HPT and RMR, pursuant to which we granted HPT a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center to or with another party, and we granted HPT and any other company to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which HPT or such other companies invest before we do. We also agreed that for so long as we are a tenant of HPT we will not permit: the acquisition by any person or group of beneficial ownership of 9.8% or more of the voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors under the HPT Leases; the sale of a material part of our assets or of any such tenant or guarantor; or the cessation of certain of our Directors to continue to constitute a majority of our Board of Directors or any such tenant or guarantor. Also, we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT's ability to qualify as a real estate investment trust, or REIT, and to indemnify HPT for any liabilities it may incur relating to our assets and business.

Lease Arrangements . As of December 31, 2016 , we leased from HPT a total of 198 properties under the HPT Leases. We have also engaged in other transactions with HPT, including in connection with the Transaction Agreement that we entered into with HPT on June 1, 2015 . See Note 7 for more information about our relationship, agreements and transactions with HPT.

Our Manager, RMR

RMR provides certain services we require to operate our business. We have two agreements with RMR to provide management services to us: (i) a business management agreement, which relates to various aspects of our business generally, and (ii) a property management agreement, which relates to building management services for our headquarters building. See Note 11 for more information about our management agreements with RMR.

We have relationships and historical and continuing transactions with RMR, The RMR Group Inc. and others related to them. RMR is a subsidiary of The RMR Group Inc. One of our Managing Directors, Barry Portnoy, is a managing director and controlling shareholder (through ABP Trust) of The RMR Group Inc. and an officer of RMR. Barry Portnoy's son, Adam Portnoy, is a managing director, president and chief executive officer and controlling shareholder (through ABP Trust) of the RMR Group Inc. and an officer of RMR. Barry Portnoy and Adam Portnoy also own class A membership units of RMR (through ABP Trust). Our other Managing Director, Thomas O'Brien, who is also our President and Chief Executive Officer, Andrew Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark Young, our Executive Vice President and General Counsel, are officers and employees of RMR. RMR provides management services to HPT and HPT's executive officers are officers and employees of RMR. Our Independent Directors also serve as independent directors or independent trustees of other companies to which RMR, or its affiliates, provides management services. Barry Portnoy serves as a director, managing director, trustee or managing trustee of those companies and Adam Portnoy serves as a director, trustee or managing trustee of a majority of those companies. In addition, officers of RMR and The RMR Group Inc. serve as our officers and officers of other companies to which RMR or its affiliates provides management services. See Note 11 for more information about our relationship with RMR.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Share Awards to RMR Employees . Under our Share Award Plans, we grant share awards to certain employees of RMR who are not also Directors, officers or employees of ours. We awarded a total of 63 , 62 and 63 shares with an aggregate value of $416 , $575 and $610 to such persons in 2016 , 2015 and 2014 , respectively, based upon the closing price of our common shares on the applicable stock exchange on which such shares were listed on the dates of the grants. One fifth of those shares vested on the applicable grant dates and one fifth vests on each of the next four anniversaries of the grant dates. These share awards to such RMR employees are in addition to both the fees we pay to RMR and our share awards to our Directors, officers and employees. Under our Share Award Plans, recipients of vesting common share awards (including our officers and employees and officers and employees of RMR) may request that we purchase some of the vesting common shares in satisfaction of tax withholding and payment obligations at the closing price for our common shares on the applicable stock exchange on which such shares are listed on the date of purchase. See Note 8 for more information about share withholding.

Relationship with AIC

We, HPT and five other companies to which RMR provides management services currently own AIC, an Indiana insurance company, and are parties to an amended and restated shareholders agreement regarding AIC. On May 9, 2014, as a result of a change in control of Equity Commonwealth (formerly known as CommonWealth REIT), or EQC, as defined in the amended and restated shareholders agreement, we and the other AIC shareholders purchased pro rata the AIC shares EQC owned in accordance with the terms of that agreement. Pursuant to that purchase, we purchased 3 AIC shares from EQC for $825 . Following these purchases, we and the other remaining six shareholders each owns approximately 14.3% of AIC. Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Directors are also directors of AIC.

All of our Directors and all of the trustees and directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Pursuant to this agreement, AIC pays RMR a service fee equal to 3.0% of the total annual net earned premiums payable under then active policies issued or underwritten by AIC or by a vendor or an agent of AIC on its behalf or in furtherance of AIC's business.

We and the other shareholders of AIC participate in a combined property insurance program arranged and insured or reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of $2,281 , $2,283 and $1,601 , respectively, in connection with this insurance program for the policy years ending June 30, 2017 , 2016 and 2015 . Our aggregate annual premiums for the current policy year may be adjusted, and in the prior policy years were, from time to time as we acquire and dispose of properties that are included in this insurance program.

As of December 31, 2016 , we have invested $6,054 in AIC since its formation in 2008. Our investment in AIC had a carrying value of $7,116 and $6,828 as of December 31, 2016 and 2015 , respectively. These amounts are included in other noncurrent assets on our consolidated balance sheets. We recognized income of $137 , $20 and $89 , related to our investment in AIC for 2016 , 2015 and 2014 , respectively. Our other comprehensive income includes our proportional share of unrealized gains (losses) on securities held for sale, which are owned by AIC, of $152 , $(20) and $1 for the years ended 2016 , 2015 and 2014 , respectively.

Directors' and Officers' Liability Insurance

We, The RMR Group Inc., RMR and certain companies to which RMR provides management services, including HPT, participate in a combined directors' and officers' liability insurance policy. The current combined policy expires in September 2018. We paid an aggregate premium of $91 , $225 and $351 in 2016 , 2015 and 2014 , respectively, for these policies.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


13.	Contingencies

Legal Proceedings

We are routinely involved in various legal and administrative proceedings, including tax audits, incidental to the ordinary course of our business. Except as set forth below, we do not expect that any litigation or administrative proceedings in which we are presently involved will have a material adverse effect on our business, financial condition, results of operations or cash flows.

Environmental Contingencies

Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance at our locations. We use both underground storage tanks and above ground storage tanks to store petroleum products, natural gas and other hazardous substances at our locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. Under the terms of the HPT Leases, we generally have agreed to indemnify HPT for any environmental liabilities related to properties that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the leased properties. Under an agreement with Equilon Enterprises LLC doing business as Shell Oil Products U.S., or Shell, we have agreed to indemnify Shell and its affiliates from certain environmental liabilities incurred with respect to our travel centers where Shell has installed natural gas fueling lanes.

From time to time we have received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise have become or will become aware of the need to undertake corrective actions to comply with environmental laws at our locations. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances at our locations. In some cases we received, and may receive in the future, contributions to partially offset our environmental costs from insurers, from state funds established for environmental clean up associated with the sale of petroleum products or from indemnitors who agreed to fund certain environmental related costs at locations purchased from those indemnitors. To the extent we incur material amounts for environmental matters for which we do not receive or expect to receive insurance or other third party reimbursement or for which we have not previously recorded a liability, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed.

At December 31, 2016 , we had a gross accrued liability of $4,664 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $1,035 , resulting in an estimated net amount of $3,629 that we expect to fund in the future. We cannot precisely know the ultimate costs we may incur in connection with currently known environmental related violations, corrective actions, investigation and remediation; however, we do not expect the costs for such matters to be material, individually or in the aggregate, to our financial position or results of operations.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

In February 2014, we reached an agreement with the California State Water Resources Control Board, or the State Water Board, to settle certain claims the State Water Board had filed against us in California Superior Court, or the Superior Court, in 2010 relating to alleged violations of underground storage tank laws and regulations for a cash payment of $1,800 ; suspended penalties of $1,000 that would become payable by us in the future if, prior to March 2019, we fail to comply with specified underground storage tank laws and regulations; and our agreement to invest, prior to March 2018, up to $2,000 of verified costs that are directly related to the development and implementation of a comprehensive California Enhanced Environmental Compliance Program for the underground storage tank systems at all of our California facilities that is above and beyond minimum requirements of California law and regulations related to underground storage tank systems. The settlement, which was approved by the Superior Court on February 20, 2014, also included injunctive relief provisions requiring that we comply with certain California environmental laws and regulations applicable to underground storage tank systems. In October 2015, the State Water Board issued a notice of alleged suspended penalty conduct claiming that we are liable for the full amount of the $1,000 in suspended penalties as a result of five alleged violations of underground storage tank regulations and requesting further information concerning the alleged violations. In November 2015, we filed our response to the State Water Board's notice and we have since met with the State Water Board to attempt to resolve these matters without a court hearing. We believe we have meritorious defenses to these alleged violations, but cannot predict whether any penalties relating to these matters will be assessed by the Superior Court, which has retained jurisdiction over such matters. The State Water Board also has retained the right to file a separate action relating to these violations, but to date has not done so. As of December 31, 2016 , we have recognized a liability of $1,000 with respect to these matters concerning the State Water Board and believe, though we can provide no assurance that, any additional amount of loss we may realize above that accrued, if any, upon the ultimate resolution of this matter will not be material to us.

We currently have insurance of up to $10,000 per incident and up to $25,000 in the aggregate for certain environmental liabilities, subject, in each case, to certain limitations and deductibles. However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

We cannot predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future or the ultimate outcome of matters currently pending. We cannot be certain that contamination presently unknown to us does not exist at our sites, or that material liability will not be imposed on us in the future. If we discover additional environmental issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us.

Other Disputes

On November 30, 2016, we filed a complaint, or the Complaint, captioned TA Operating LLC v. Comdata, Inc. and FleetCor Technologies, Inc. , C.A. No. 12954-CB (Del. Ch.), in the Court of Chancery of the State of Delaware, or the Court, against FleetCor Technologies, Inc., or FleetCor, and its subsidiary Comdata Inc., or Comdata, with respect to a notice of termination we received from Comdata on November 3, 2016, purporting to terminate two agreements between us and Comdata: (i) a merchant agreement under which we agreed to accept Comdata issued fuel cards through January 2, 2022, in payment for fuel and nonfuel transactions initiated by cardholders at our travel center locations in exchange for fees payable by us to Comdata, or the Merchant Agreement; and (ii) an agreement under which we agreed to install radio frequency identification, or RFID, technology at our travel centers, or the RFID Agreement. In the Complaint, we seek, among other things, (a) a declaration that we are not in default under our Merchant Agreement; (b) a judgment that Comdata has breached its contractual duties to us; (c) a judgment that Comdata breached its implied covenant of good faith and fair dealing to us; (d) a judgment that Comdata has and is willfully and knowingly engaged in unfair, abusive, and deceptive business practices in the course of its business dealings with us in violation of Tennessee law; (e) an order for specific performance by Comdata of its obligations to us under our Merchant Agreement; (f) injunctive relief; (g) an order holding FleetCor jointly and severally liable and subject to all remedies we may be granted; and (h) damages, including statutory treble damages, attorney fees and costs, and further relief as the court deems appropriate.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

At a hearing held on December 14, 2016, the Court denied our request for preliminary injunctive relief subject to Comdata's agreement to continue providing services under the Merchant Agreement pending a final ruling from the Court. On December 21, 2016, Comdata filed a counterclaim alleging that we defaulted the RFID Agreement and that this alleged default allows Comdata to terminate both the RFID Agreement and the Merchant Agreement. In addition, beginning February 1, 2017, Comdata has unilaterally begun to withhold fees from the transaction settlement payments due to us that we believe will average approximately $850 to $1,000 per month in excess of the fees payable by us to Comdata under the terms of our Merchant Agreement. On December 27, 2016, we filed a motion for partial judgment on the pleadings, or the Motion, and briefing on the Motion concluded on February 17, 2017. At a hearing held on February 27, 2017, the Court denied the Motion, finding that the requested relief depended upon disputed facts which will be determined at a trial. A trial is currently scheduled to begin in early April 2017. We believe that Comdata has wrongfully terminated our Merchant Agreement as a result of an alleged default under the RFID Agreement; and, in any event, we do not believe that we are in default of either the Merchant Agreement or the RFID Agreement. We believe that the claims against us are without merit and intend to vigorously defend against them. Our costs related to this litigation were $748 during the fourth quarter of 2016.


14.	Inventory

Inventory at December 31, 2016 and 2015 , consisted of the following:



	2016		2015
Nonfuel products	$	171,497	$	159,256
Fuel products	36,332		24,236
Total inventory	$	207,829	$	183,492


15.	Segment Information

Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. We measure our reportable segments' profitability based on site level gross margin in excess of site level operating expenses.

Travel Centers

We operate and franchise travel centers under the TA brand and the Petro brand, primarily along the U.S. interstate highway system. Our travel center customers include trucking fleets and their drivers, independent truck drivers and motorists. Our travel centers offer customers diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, full service restaurants, QSRs, and various customer amenities.

Convenience Stores

We operate convenience stores with retail gasoline stations, primarily under the Minit Mart brand, that generally serve motorists and are not located at a travel center. These convenience stores typically offer customers gasoline as well as a variety of nonfuel products and services, including coffee, groceries, some fresh foods, and, in many stores, a QSR and/or car washes.

Corporate and Other

We include unallocated corporate expenses, the operations of our standalone restaurants and distribution centers, and all other businesses which do not meet the definition of a travel center or convenience store and which are not material to our operations in corporate and other. For purposes of segment performance measurement, we do not allocate to either our travel center or convenience store segments items that are of a non-operating or of a corporate nature such as selling, general and administrative expenses, transaction costs associated with the acquisition of certain businesses, interest, income from equity investees and income taxes.

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Identifiable assets of the business segments exclude general corporate assets, which primarily consist of certain cash, accounts receivable, certain property and equipment, deferred income taxes and certain other assets. Other than cash that resides at the travel centers or convenience stores, cash and accounts receivable are managed within our treasury and finance function at corporate.

Additional Information

The accounting policies of the business segments are the same as the polices described in Note 1. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties and are eliminated in consolidation.

Segment Information



	Year Ended December 31, 2016
	Travel Centers		Convenience Stores		Corporate and Other			Consolidated
Revenues:
Fuel	$	3,036,861	$	420,747	$	72,541		$	3,530,149
Nonfuel	1,644,411		294,852		24,641			1,963,904
Rent and royalties from franchisees	13,628		306		3,418			17,352
Total revenues	4,694,900		715,905		100,600			5,511,405

Site level gross margin in excess of site level operating expenses	$	468,912	$	36,660	$	10,227		$	515,799

Corporate operating expenses:
Selling, general and administrative					$	139,052		$	139,052
Real estate rent					262,298			262,298
Depreciation and amortization					92,389			92,389
Income from operations								22,060

Acquisition costs					2,451			2,451
Interest expense, net					27,815			27,815
Income from equity investees					4,544			4,544
Loss before income taxes								(3,662		)
Benefit for income taxes					(1,733		)	(1,733		)
Net loss								(1,929		)
Less net income for noncontrolling interests								89
Net loss attributable to common shareholders								$	(2,018	)

Capital expenditures for property and equipment	$	200,513	$	58,197	$	71,287		$	329,997
Acquisitions of businesses, net of cash acquired	—		45,153		26,782			71,935
Total assets	767,639		516,343		375,859			1,659,841

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)



	Year Ended December 31, 2015
	Travel Centers		Convenience Stores		Corporate and Other		Consolidated
Revenues:
Fuel	$	3,763,536	$	224,894	$	67,018	$	4,055,448
Nonfuel	1,626,646		155,197		918		1,782,761
Rent and royalties from franchisees	12,424		—		—		12,424
Total revenues	5,402,606		380,091		67,936		5,850,633

Site level gross margin in excess of site level operating expenses	$	483,564	$	17,259	$	3,215	$	504,038

Corporate operating expenses:
Selling, general and administrative					$	121,767	$	121,767
Real estate rent					231,591		231,591
Depreciation and amortization					72,383		72,383
Income from operations							78,297

Acquisition costs					5,048		5,048
Interest expense, net					22,545		22,545
Income from equity investees					4,056		4,056
Loss on extinguishment of debt					10,502		10,502
Income before income taxes							44,258
Provision for income taxes					16,539		16,539
Net income							27,719
Less net income for noncontrolling interests							—
Net income attributable to common shareholders							$	27,719

Capital expenditures for property and equipment	$	210,385	$	14,191	$	70,861	$	295,437
Acquisitions of businesses, net of cash acquired	9,338		310,952		—		320,290
Total assets	725,714		431,014		464,813		1,621,541

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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)



	Year Ended December 31, 2014
	Travel Centers		Convenience Stores		Corporate and Other		Consolidated
Revenues:
Fuel	$	5,961,985	$	113,221	$	74,243	$	6,149,449
Nonfuel	1,539,996		76,634		172		1,616,802
Rent and royalties from franchisees	12,382		—		—		12,382
Total revenues	7,514,363		189,855		74,415		7,778,633

Site level gross margin in excess of site level operating expenses	$	492,778	$	8,834	$	1,590	$	503,202

Corporate operating expenses:
Selling, general and administrative					$	106,823	$	106,823
Real estate rent					217,155		217,155
Depreciation and amortization					65,584		65,584
Income from operations							113,640

Acquisition costs					1,160		1,160
Interest expense, net					16,712		16,712
Income from equity investees					3,224		3,224
Income before income taxes							98,992
Provision for income taxes					38,023		38,023
Net income							60,969
Less net income for noncontrolling interests							—
Net income attributable to common shareholders							$	60,969

Capital expenditures for property and equipment	$	147,509	$	3,668	$	18,648	$	169,825
Acquisitions of businesses, net of cash acquired	28,695		—		—		28,695
Total assets	829,071		87,782		476,154		1,393,007

F-36

Table of Contents

TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)


16.	Selected Quarterly Financial Data (unaudited)

The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 :



	Year Ended December 31, 2016
	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	1,164,450		$	1,445,065	$	1,477,603	$	1,424,287
Gross profit (excluding depreciation)	340,292			378,498		394,796		361,620
(Loss) income from operations	(8,778		)	12,311		23,129		(4,602		)
(Benefit) provision for income taxes	(5,677		)	1,985		6,263		(4,304		)
Net (loss) income attributable to common shareholders	(9,944		)	3,521		10,898		(6,493		)
Net (loss) income per common share attributable to common shareholders:
Basic and diluted	$	(0.26	)	$	0.09	$	0.28	$	(0.17	)
Comprehensive (loss) income attributable to common shareholders	$	(9,698	)	$	3,581	$	10,932	$	(6,582	)



	Year Ended December 31, 2015
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenues	$	1,407,701	$	1,582,883	$	1,508,993	$	1,351,056
Gross profit (excluding depreciation)	338,499		345,794		358,480		346,911
Income from operations	32,170		21,974		21,444		2,709
Provision (benefit) for income taxes	10,486		2,515		6,157		(2,619		)
Net income (loss) attributable to common shareholders	15,729		3,772		9,826		(1,608		)
Net income (loss) per common share attributable to common shareholders:
Basic and diluted	$	0.41	$	0.10	$	0.26	$	(0.04	)
Comprehensive income (loss) attributable to common shareholders	$	15,428	$	3,754	$	9,514	$	(1,652	)

During the fourth quarter of 2015 we recognized a benefit of $7,997 related to amounts owed to us in connection with biodiesel purchases we made during 2015 as a result of the retroactive reinstatement in December 2015 of Federal renewable energy fuel tax credits.

F-37

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TRAVELCENTERS OF AMERICA LLC

Date:	February 28, 2017	By:	/s/ Andrew J. Rebholz
			Name:	Andrew J. Rebholz
			Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Thomas M. O'Brien	Managing Director, President and Chief Executive Officer (Principal Executive Officer)	February 28, 2017
Thomas M. O'Brien		February 28, 2017

/s/ Andrew J. Rebholz	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	February 28, 2017
Andrew J. Rebholz		February 28, 2017

/s/ William E. Myers	Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)	February 28, 2017
William E. Myers		February 28, 2017

/s/ Barry M. Portnoy	Managing Director	February 28, 2017
Barry M. Portnoy	Managing Director	February 28, 2017

/s/ Barbara D. Gilmore	Independent Director	February 28, 2017
Barbara D. Gilmore	Independent Director	February 28, 2017

/s/ Lisa Harris Jones	Independent Director	February 28, 2017
Lisa Harris Jones	Independent Director	February 28, 2017

/s/ Joseph L. Morea	Independent Director	February 28, 2017
Joseph L. Morea	Independent Director	February 28, 2017

Exhibit 3.3

TRAVELCENTERS OF AMERICA LLC

AMENDED AND RESTATED BYLAWS

As Amended and Restated September 7, 2016

Table of Contents



			Page
ARTICLE I OFFICES			1
	Section 1.1	Offices	1
ARTICLE II MEETINGS OF SHAREHOLDERS			1
	Section 2.1	Place	1
	Section 2.2	Annual Meeting	1
	Section 2.3	Special Meetings	1
	Section 2.4	Notice of Regular or Special Meetings	1
	Section 2.5	Notice of Adjourned Meetings	2
	Section 2.6	Meeting Business	2
	Section 2.7	Organization of Shareholder Meetings	2
	Section 2.8	Quorum	3
	Section 2.9	Voting	3
	Section 2.10	Proxies	3
	Section 2.11	Record Date	3
	Section 2.12	Voting of Shares by Certain Holders	4
	Section 2.13	Inspectors.	4
	Section 2.14	Nominations and Other Proposals to be Considered at Meetings of Shareholders	4
	Section 2.15	Voting by Ballot	15
	Section 2.16	Proposals of Business Which Are Not Proper Matters For Action By Shareholders	16
ARTICLE III DIRECTORS			16
	Section 3.1	General Powers; Qualifications; Directors Holding Over	16
	Section 3.2	Independent Directors and Managing Directors	16
	Section 3.3	Number and Tenure	17
	Section 3.4	Annual and Regular Meetings	17
	Section 3.5	Special Meetings	17
	Section 3.6	Notice	17
	Section 3.7	Quorum	18
	Section 3.8	Voting	18
	Section 3.9	Telephone Meetings	18
	Section 3.10	Action by Written Consent of Board of Directors	18
	Section 3.11	Waiver of Notice	18
	Section 3.12	Vacancies	18
	Section 3.13	Compensation	19
	Section 3.14	Removal of Directors	19
	Section 3.15	Surety Bonds	19
	Section 3.16	Reliance	19
	Section 3.17	Qualifying Shares Not Required	19
	Section 3.18	Certain Rights of Directors, Officers, Employees and Agents	20
	Section 3.19	Emergency Provisions	20



ARTICLE IV COMMITTEES			20
	Section 4.1	Number; Tenure and Qualifications	20
	Section 4.2	Powers	20
	Section 4.3	Meetings	21
	Section 4.4	Telephone Meetings	21
	Section 4.5	Action by Written Consent of Committees	21
	Section 4.6	Vacancies	21
ARTICLE V OFFICERS			21
	Section 5.1	General Provisions	21
	Section 5.2	Removal and Resignation	22
	Section 5.3	Vacancies	22
	Section 5.4	President	22
	Section 5.5	Chief Executive Officer	22
	Section 5.6	Chief Operating Officer	22
	Section 5.7	Chief Financial Officer	23
	Section 5.8	Chairman of the Board	23
	Section 5.9	Vice Chairman of the Board	23
	Section 5.10	Vice Presidents	23
	Section 5.11	Secretary	23
	Section 5.12	Treasurer	23
	Section 5.13	Assistant Secretaries and Assistant Treasurers	23
	Section 5.14	General Powers of Officers.	23
ARTICLE VI CHECKS AND DEPOSITS			24
	Section 6.1	Checks and Drafts	24
	Section 6.2	Deposits	24
ARTICLE VII SHARES			24
	Section 7.1	Certificates	24
	Section 7.2	Transfers.	25
	Section 7.3	Mutilated, Destroyed, Lost or Stolen Certificates.	25
	Section 7.4	Closing of Transfer Books or Fixing of Record Date.	26
	Section 7.5	Share Ledger	26
ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE			27
	Section 8.1	Actions Requiring Regulatory Compliance Implicating the Company	27
	Section 8.2	Compliance With Law	28
	Section 8.3	Limitation on Voting Shares or Proxies	28
	Section 8.4	Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies	29
	Section 8.5	Board of Directors' Determinations	29
ARTICLE IX RESTRICTIONS ON TRANSFER OF SHARES			29
	Section 9.1	Definitions	29
	Section 9.2	Transfer And Ownership Restrictions	31
	Section 9.3	Exceptions.	31
	Section 9.4	Excess Securities.	31
	Section 9.5	Modification Of Remedies For Certain Indirect Transfers	32
	Section 9.6	Legal Proceedings; Prompt Enforcement	32



	Section 9.7	Liability	32
	Section 9.8	Obligation To Provide Information	33
	Section 9.9	Legend	33
	Section 9.10	Authority Of Board Of Directors.	33
	Section 9.11	Transactions on a National Securities Exchange	34
	Section 9.12	Reliance	34
	Section 9.13	Benefits Of This Article IX	34
	Section 9.14	Severability	34
	Section 9.15	Waiver	34
	Section 9.16	Conflict	34
ARTICLE X FISCAL YEAR			34
	Section 10.1	Fiscal Year	34
ARTICLE XI DIVIDENDS AND OTHER DISTRIBUTIONS			35
	Section 11.1	Dividends and Other Distributions	35
ARTICLE XII SEAL			35
	Section 12.1	Seal	35
	Section 12.2	Affixing Seal	35
ARTICLE XIII WAIVER OF NOTICE			35
	Section 13.1	Waiver of Notice	35
ARTICLE XIV AMENDMENT OF BYLAWS			35
	Section 14.1	Amendment of Bylaws	35
ARTICLE XV MISCELLANEOUS			36
	Section 15.1	References to Limited Liability Company Agreement of the Company; Conflicting Provisions	36
	Section 15.2	Costs and Expenses	36
	Section 15.3	Ratification	36
	Section 15.4	Ambiguity	36
	Section 15.5	Inspection of Bylaws	36
ARTICLE XVI ARBITRATION			37
	Section 16.1	Procedures for Arbitration of Disputes	37
	Section 16.2	Arbitrators	37
	Section 16.3	Place of Arbitration	38
	Section 16.4	Discovery	38
	Section 16.5	Awards	38
	Section 16.6	Costs and Expenses	38
	Section 16.7	Appeals	38
	Section 16.8	Final and Binding	38
	Section 16.9	Beneficiaries	39

TRAVELCENTERS OF AMERICA LLC
AMENDED AND RESTATED BYLAWS

These AMENDED AND RESTATED BYLAWS (these "Bylaws") are made as of the date set forth above by the Board of Directors.

ARTICLE I

OFFICES

Section 1.1 Offices . The Board of Directors may establish and change the principal office or place of business of the Company at any time and may cause the Company to establish other offices or places of business in various jurisdictions.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1 Place . All meetings of shareholders shall be held at the principal executive office of the Company or at such other place as shall be set by the Board of Directors as stated in the notice of the meeting. For purposes of these Bylaws, all references to "shareholders" of the Company shall have the same meaning as the term "Shareholders" as used and defined in the Company's Limited Liability Company Agreement (as it may be amended from time to time, the "LLC Agreement").

Section 2.2 Annual Meeting . An annual meeting of the shareholders for the election of directors and the transaction of any business within the powers of the Company shall be called by the Board of Directors and shall be held on a date and at the time set by the Board of Directors. Failure to hold an annual meeting does not invalidate the Company's existence or affect any otherwise valid acts of the Company.

Section 2.3 Special Meetings . The chairman of the board, if any, or a majority of the entire Board of Directors may call a special meeting of the shareholders. Nothing in these Bylaws shall be construed to permit the shareholders to cause a special meeting of the shareholders to be called.

Section 2.4 Notice of Regular or Special Meetings . If and to the extent required by law, the secretary shall give to each shareholder of record entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by recognized national courier service, by presenting it to such shareholder personally, by leaving it at the shareholder's residence or usual place of business or by any other means, including electronic delivery, permitted by the Delaware Limited Liability Company Act, the Exchange Act and any applicable Exchange Rule. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail addressed to the shareholder at the shareholder's address as it appears on the records of the Company, with postage thereon prepaid. If transmitted

electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. The Company may give a single notice to all shareholders who share an address, which single notice shall be effective to any shareholder at such address, unless a shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this ARTICLE II or the validity of any proceedings at any such meeting.

Section 2.5 Notice of Adjourned Meetings . It shall not be necessary to give notice of the time and place of any adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

Section 2.6 Meeting Business . Except as otherwise expressly set forth elsewhere in these Bylaws, no business shall be transacted at an annual or special meeting of shareholders except as specifically designated in the notice or otherwise properly brought before the shareholders by or at the direction of the Board of Directors.

Section 2.7 Organization of Shareholder Meetings . Every meeting of shareholders shall be conducted by an individual appointed by the Board of Directors to be chairperson of the meeting or, in the absence of such appointment, by the chairman of the board, if there be one, or, in the case of the absence of the chairman of the board, by a Managing Director in their order of seniority, or, in the absence of all of the Managing Directors, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there be one, the president, the vice presidents in their order of seniority or, in the absence of such officers, a chairperson chosen by the shareholders by the vote of holders of common shares of the Company representing a majority of the votes cast on such appointment by shareholders present in person or represented by proxy. The secretary, an assistant secretary or a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairperson of the meeting shall act as secretary of the meeting and record the minutes of the meeting. If the secretary presides as chairperson at a meeting of the shareholders, then the secretary shall not also act as secretary of the meeting and record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Company, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and

local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson may adjourn any meeting of shareholders for any reason deemed necessary by the chairperson, including, without limitation, if (i) no quorum is present for the transaction of the business, (ii) the Board of Directors or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the shareholders to consider fully information that the Board of Directors or the chairperson of the meeting determines has not been made sufficiently or timely available to shareholders or (iii) the Board of Directors or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Company. Unless otherwise determined by the chairperson of the meeting, meetings of shareholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order.

Section 2.8 Quorum . A quorum for action at any meeting of shareholders shall be as set forth in the LLC Agreement. If a quorum shall not be present at any meeting of shareholders, the chairperson of the meeting shall have the power to adjourn the meeting from time to time without the Company having to set a new record date or provide any additional notice of such meeting, subject to any obligation of the Company to give notice pursuant to Section 2.5. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present, either in person or by proxy, at a meeting of shareholders which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal of enough votes to leave less than a quorum then being present at the meeting.

Section 2.9 Voting . The vote required for any matter to be voted upon by the shareholders shall be as set forth in the LLC Agreement. There shall not be cumulative voting of the common shares of the Company.

Section 2.10 Proxies . A shareholder may cast the votes entitled to be cast by him or her either in person or by proxy executed by the shareholder or by his or her duly authorized agent in any manner permitted by law. Such proxy shall be filed with such officer of the Company or third party agent as the Board of Directors shall have designated for such purpose for verification prior to or at such meeting. Any proxy relating to shares of the Company shall be valid until the expiration date therein or, if no expiration is so indicated, until the time permitted under Delaware law or as otherwise provided in the LLC Agreement. At a meeting of shareholders, all questions concerning the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by or on behalf of the chairperson of the meeting, subject to Section 2.13.

Section 2.11 Record Date . The Board of Directors may fix the date for determination of shareholders entitled to notice of and to vote at a meeting of shareholders. If no date is fixed for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, only persons in whose names shares entitled to vote are recorded on the share records of the Company at the close of business on the day next preceding the day on which notice is given shall be entitled to vote at such meeting.

Section 2.12 Voting of Shares by Certain Holders . Shares of the Company registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner, managing member or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or pursuant to an agreement of the partners of the partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or other fiduciary may vote shares of the Company registered in his or her name as such fiduciary, either in person or by proxy. Notwithstanding the apparent authority created by the prior two sentences of this Section 2.12 and the first two sentences of Section 9.5(a) of the LLC Agreement, the Board of Directors or the chairperson of the meeting may require that such person acting for a corporation, partnership, trust or other entity provide documentary evidence of his or her authority to vote the shares and of the fact that the beneficial owner of the shares has been properly solicited and authorized such person to vote as voted, and in the absence of such satisfactory evidence, the Board of Directors or the chairperson may determine such votes have not been validly cast.

Section 2.13 Inspectors.

(a) Before or at any meeting of shareholders, the chairperson of the meeting may appoint one or more persons as inspectors for such meeting. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors or at the meeting by the chairperson of the meeting. Such inspectors, if any, shall (i) ascertain and report the number of shares of the Company represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairperson of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote and (v) perform such other acts as are proper to conduct the election or vote with fairness to all shareholders. In the absence of such a special appointment, the secretary may act as the inspector.

(b) Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares of the Company represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 2.14 Nominations and Other Proposals to be Considered at Meetings of Shareholders . Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the shareholders at meetings of shareholders may be properly brought before the meeting only as set forth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to affect any right of a shareholder to request inclusion of a proposal in, or the right of the Company to omit a non-binding, precatory proposal from, any proxy statement filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. All judgments and determinations made by the Board of Directors or the chairperson of the meeting, as applicable, under this Section 2.14 (including, without limitation,

judgments and determinations as to the validity of a proposed nomination or a proposal of other business for consideration by shareholders) shall be final and binding unless determined by an arbitration panel or a court of competent jurisdiction to have been made in bad faith.

Section 2.14.1 Annual Meetings of Shareholders .

(a) Any shareholder of the Company may recommend to the Nominating and Governance Committee of the Board of Directors an individual as a nominee for election to the Board of Directors. Such recommendation shall be made by written notice to the Chair of such committee and the secretary of the Company, which notice should contain or be accompanied by the information and documents with respect to such recommended nominee and shareholder that such shareholder believes to be relevant or helpful to the Nominating and Governance Committee's deliberations. In considering such recommendation, the Nominating and Governance Committee may request additional information concerning the recommended nominee or the shareholder(s) making the recommendation. The Nominating and Governance Committee of the Board of Directors will consider any such recommendation in its discretion. Any shareholder seeking to make a nomination of an individual for election to the Board of Directors must make such nomination in accordance with Section 2.14.1(b)(ii).

(b) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by shareholders at an annual meeting of shareholders may be properly brought before the meeting (i) pursuant to the Company's notice of meeting or otherwise properly brought before the meeting by or at the direction of the Board of Directors or (ii) by any one or more shareholders of the Company who (A) have each continuously owned (as defined below) common shares of the Company entitled to vote in the election of Directors or on a proposal of other business for at least three (3) years as of the date of the giving of the notice provided for in Section 2.14.1(c), the record date for determining the shareholders entitled to vote at the meeting and the time of the annual meeting (including any adjournment or postponement thereof), with the aggregate shares owned by such shareholder(s) as of each of such dates and during such three (3) year period representing at least three percent (3%) of the common shares of the Company, (B) holds, or hold, a certificate or certificates evidencing the aggregate number of common shares of the Company referenced in subclause (A) of Section 2.14.1(b)(ii) as of the time of giving the notice provided for in Section 2.14.1(c), the record date for determining the shareholders entitled to vote at the meeting and the time of the annual meeting (including any adjournment or postponement thereof), (C) is, or are, entitled to make such nomination or propose such other business and to vote at the meeting on such election or proposal of other business and (D) complies, or comply, with the notice procedures set forth in this Section 2.14 as to such nomination or proposal of other business. For purposes of Section 2.14, a shareholder shall be deemed to "own" or have "owned" only those outstanding common shares of the Company to which the shareholder possesses both the full voting and investment rights pertaining to the shares and the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided , however , that the number of shares calculated in accordance with the foregoing shall not include any shares (x) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed or (y) borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell. Without limiting the foregoing, to the extent not excluded by the immediately preceding sentence, a shareholder's

"short position" as defined in Rule 14e-4 under the Exchange Act shall be deducted from the shares otherwise "owned." A shareholder shall "own" shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors or the proposal of other business and possesses the full economic interest in the shares. For purposes of this Section 2.14, the term "affiliate" or "affiliates" shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. For purposes of this Section 2.14, the period of continuous ownership of shares must be evidenced by documentation accompanying the nomination or proposal. Whether outstanding common shares of the Company are "owned" for purposes of this Section 2.14 shall be determined by the Board of Directors. Section 2.14.1(b)(ii) shall be the exclusive means for any shareholder to make nominations of individuals for election to the Board of Directors at an annual meeting.

(c) For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by one or more shareholders pursuant to this Section 2.14.1, such shareholder(s) shall have given timely notice thereof in writing to the secretary of the Company in accordance with this Section 2.14 and such other business shall otherwise be a proper matter for action by shareholders. To be timely, the notice of such shareholder(s) shall include all documentation and set forth all information required under this Section 2.14 and shall be delivered to the secretary at the principal executive offices of the Company not later than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) day nor earlier than the one hundred fiftieth (150th) day prior to the first anniversary of the date of the proxy statement for the preceding year's annual meeting; provided , however , that in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or later than the first anniversary of the date of the preceding year's annual meeting, notice by such shareholder(s) to be timely shall be so delivered not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day following the earlier of the day on which (i) notice of the date of the annual meeting is mailed or otherwise made available or (ii) public announcement of the date of the annual meeting is first made by the Company. Neither the postponement or adjournment of an annual meeting, nor the public announcement of such postponement or adjournment, shall commence a new time period (or extend any time period) for the giving of a notice of one or more shareholders as described above. No shareholder may give a notice to the secretary described in this Section 2.14.1(c) unless such shareholder holds, at and during all times described in Section 2.14.1(b)(ii)(B), a certificate for all common shares of the Company owned by such shareholder and a copy of each such certificate held by such shareholder at the time of giving such notice shall accompany such shareholder's notice to the secretary in order for such notice to be effective; provided , however , that (x) the provisions of this sentence and subclause (B) of Section 2.14.1(b)(ii) shall be inapplicable unless shareholders are entitled to receive a certificate evidencing the common shares of the Company owned by them, and (y) if clause (x) of this proviso is applicable, no shareholder may give a notice to the secretary of the Company described in this Section 2.14.1(c) unless each shareholder giving such notice is, at and during all times described in Section 2.14.1(b)(ii)(B), a shareholder of record of the common shares of the Company referenced in subclause (A) of Section 2.14.1(b)(ii).

A notice of one or more shareholders pursuant to this Section 2.14.1 shall set forth:

(i) separately as to each individual whom such shareholder(s) propose to nominate for election or reelection as a Director (a "Proposed Nominee"), (1) the name, age, business address, residence address and educational background of such Proposed Nominee, (2) the principal occupation or employment of such Proposed Nominee for the past five (5) years, (3) a statement of whether such Proposed Nominee is proposed for nomination as an Independent Director or a Managing Director and a description of such Proposed Nominee's qualifications to be an Independent Director or Managing Director, as the case may be, and such Proposed Nominee's qualifications to be a Director pursuant to the criteria set forth in Section 3.1, (4) the class, series and number of any shares of the Company that are, directly or indirectly, beneficially owned or held of record by such Proposed Nominee, (5) a description of the material terms of each Derivative Transaction that such Proposed Nominee directly or indirectly, has an interest in, including, without limitation, the counterparties to each Derivative Transaction, the class or series and number or amount of securities of the Company to which each Derivative Transaction relates or provides exposure, and whether or not (x) such Derivative Transaction conveys any voting rights directly or indirectly, to such Proposed Nominee, (y) such Derivative Transaction is required to be, or is capable of being, settled through delivery of securities of the Company and (z) such Proposed Nominee and/or, to their knowledge, the counterparty to such Derivative Transaction has entered into other transactions that hedge or mitigate the economic effect of such Derivative Transaction, (6) a description of all direct and indirect compensation and other agreements, arrangements and understandings or any other relationships, between or among any shareholder making the nomination, or any of its respective affiliates and associates, or others acting in concert therewith, on the one hand, and such Proposed Nominee, or his or her respective affiliates and associates, on the other hand, and (7) all other information relating to such Proposed Nominee that would be required to be disclosed in connection with a solicitation of proxies for election of the Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act, and the rules and regulations promulgated thereunder, or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Company are listed or traded;

(ii) as to any other business that such shareholder(s) propose to bring before the meeting, (1) a description of such business, (2) the reasons for proposing such business at the meeting and any material interest in such business of such shareholder(s) or any Shareholder Associated Person (as defined in Section 2.14.1(g)), including any anticipated benefit to such shareholder(s) or any Shareholder Associated Person therefrom, (3) a description of all agreements, arrangements and understandings between such shareholder(s) and Shareholder Associated Person amongst themselves or with any other person or persons (including their names) in connection with the proposal of such business by such shareholder and (4) a representation that such shareholder(s) intend to appear in person or by proxy at the meeting to bring the business before the meeting;

(iii) separately as to each shareholder giving the notice and any Shareholder Associated Person, (1) the class, series and number of all shares of the Company that are held of record by such shareholder or by such Shareholder Associated Person, if any, and (2) the class, series and number of, and the nominee holder for, any shares of the Company that are beneficially owned, directly or indirectly, but not held of record by such shareholder or by such Shareholder Associated Person, if any;

(iv) separately as to each shareholder giving the notice and any Shareholder Associated Person, (1) a description of all purchases and sales of securities of the Company by such shareholder or Shareholder Associated Person during the period of continuous ownership required by Section 2.14.1(b)(ii)(A), including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, (2) a description of the material terms of each Derivative Transaction that such shareholder or Shareholder Associated Person, directly or indirectly, has, or during the period of continuous ownership required by Section 2.14.1(b)(ii)(A) had, an interest in, including, without limitation, the counterparties to each Derivative Transaction, the class or series and number or amount of securities of the Company to which each Derivative Transaction relates or provides exposure, and whether or not (x) such Derivative Transaction conveys or conveyed any voting rights, directly or indirectly, to such shareholder or Shareholder Associated Person, (y) such Derivative Transaction is or was required to be, or is or was capable of being, settled through delivery of securities of the Company and (z) such shareholder or Shareholder Associated Person and/or, to their knowledge, the counterparty to such Derivative Transaction has or had entered into other transactions that hedge or mitigate the economic effect of such Derivative Transaction, (3) a description of the material terms of any performance related fees (other than an asset based fee) to which such shareholder or Shareholder Associated Person is entitled based on any increase or decrease in the value of common shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction, and (4) any rights to dividends or other distributions on the common shares of the Company that are beneficially owned by such shareholder or Shareholder Associated Person that are separated or separable from the underlying common shares of the Company;

(v) separately as to each shareholder giving the notice and any Shareholder Associated Person with a material interest described in subclause (ii)(2) above, an ownership interest described in subclause (iii) above or a transaction or right described in subclause (iv) above, (1) the name and address of such shareholder and Shareholder Associated Person, and (2) all information relating to such shareholder and Shareholder Associated Person that would be required to be disclosed in connection with a solicitation of proxies for election of Directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Company are listed or traded; and

(vi) to the extent known by the shareholder(s) giving the notice, the name and address of any other person who beneficially owns or holds of record any common shares of the Company and who supports the nominee for election or reelection as a Director or the proposal of other business.

(d) A notice of one or more shareholders making a nomination or proposing other business pursuant to Section 2.14.1(b)(ii) shall be accompanied by a sworn verification of each shareholder making the nomination or proposal as to such shareholder's continuous ownership of the shares referenced in subclause (A) of Section 2.14.1(b)(ii) throughout the period referenced in such subclause, together with (i) a copy of the share certificate(s) referenced in subclause (B) of Section 2.14.1(b)(ii) above; (ii) if any such shareholder was not a shareholder of record of the shares referenced in subclause (A) of Section 2.14.1(b)(ii) above continuously for the three (3) year period referenced therein, reasonable evidence of such shareholder's continuous beneficial ownership of such shares during such three-year period, such reasonable evidence may include, but shall not be limited to, (A) a copy of a report of the shareholder on Schedule 13D or Schedule 13G under the Exchange Act filed on or prior to the beginning of the three (3) year period and all amendments thereto, (B) a copy of a statement required to be filed pursuant to Section 16 of the Exchange Act (or any successor provisions) by a person who is a Director or executive officer or who is directly or indirectly the beneficial owner of more than ten percent (10%) of the common shares of the Company filed on or prior to the beginning of the three (3) year period and all amendments thereto, or (C) written evidence that each shareholder making the nomination or proposal maintained throughout the chain of record and non-record ownership continuous ownership of such shares (i.e. possession of full voting and investment rights pertaining to, and full economic interest in, such shares) throughout the required period, including written verification of such ownership from each person who was the "record" holder of such shares during such period (including, if applicable, the Depository Trust Company) and each participant of the Depository Trust Company, financial institution, broker-dealer or custodian through which the shares were owned; and (iii) with respect to nominations, (A) a completed and executed questionnaire (in the form available from the secretary of the Company) of each Proposed Nominee with respect to his or her background and qualification to serve as a Director, the background of any other person or entity on whose behalf the nomination is being made and the information relating to such Proposed Nominee and such other person or entity that would be required to be disclosed in connection with a solicitation of proxies for election of the Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Section 14 (or any successor provision) of the Exchange Act, and the rules and regulations promulgated thereunder, or that would otherwise be required to be disclosed pursuant to the rules of any national securities exchange on which any securities of the Company are listed or traded, and (B) a representation and agreement (in the form available from the secretary of the Company) executed by each Proposed Nominee pursuant to which such Proposed Nominee (1) represents and agrees that he or she is not and will not become a party to any agreement, arrangement or understanding with, and does not have any commitment and has not given any assurance to, any person or entity, in each case that has not been previously disclosed to the Company, (x) as to how he or she, if elected as a Director of the Company, will act or vote on any issue or question, or (y) that could limit or interfere with his or her ability to comply, if elected as a Director, with his or her duties to the Company, (2) represents and agrees that he or she is not and will not become a party to any agreement, arrangement or understanding with any

person or entity, other than the Company, with respect to any direct or indirect compensation, reimbursement or indemnification in connection with or related to his or her service as, or any action or omission in his or her capacity as, a Director that has not been previously disclosed to the Company, (3) represents and agrees that if elected as a Director, he or she will be in compliance with and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunity, confidentiality and share ownership and trading policies and guidelines of the Company and (4) consents to being named as a nominee and to serving as a Director if elected.

(e) Any shareholder(s) providing notice of a proposed nomination or other business to be considered at an annual meeting of shareholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.14 is true and correct as of the record date for such annual meeting and as of a date that is ten (10) Business Days prior to such annual meeting, and any such update shall be delivered to the secretary of the Company at the principal executive offices of the Company not later than the close of business on the fifth (5th) Business Day after the record date (in the case of an update or supplement required to be made as of the record date), and not later than the close of business on the eighth (8th) Business Day prior to the date of the annual meeting (in the case of an update or supplement required to be made as of ten (10) Business Days prior to the meeting).

(f) A shareholder making a nomination or proposal of other business for consideration at an annual meeting may withdraw the nomination or proposal at any time before the annual meeting. After the period specified in the second sentence of Section 2.14.1(c), a shareholder nomination or proposal of other business for consideration at an annual meeting may only be amended with the permission of the Board of Directors. Notwithstanding anything in the second sentence of Section 2.14.1(c) to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement of such action at least one hundred thirty (130) days prior to the first (1st) anniversary of the date of the proxy statement for the preceding year's annual meeting, a shareholder's notice required by this Section 2.14.1 also shall be considered timely, but only with respect to nominees for any new positions created by such increase, if the notice is delivered to the secretary at the principal executive offices of the Company not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day immediately following the day on which such public announcement is first made by the Company. If the number of the Directors to be elected to the Board of Directors is decreased, there shall be no change or expansion in the time period for shareholders to make a nomination from the time period specified in the second sentence of Section 2.14.1(c). Any change in time period for shareholders to make a nomination shall not change the time period to make any other proposal from the time period specified in the second sentence of Section 2.14.1(c).

(g) For purposes of this Section 2.14, (i) "Shareholder Associated Person" of any shareholder shall mean (A) any person acting in concert with, such shareholder, (B) any direct or indirect beneficial owner of shares of the Company and (C) any person controlling, controlled by or under common control with such shareholder or a Shareholder Associated Person; and (ii) "Derivative Transaction" by a person shall mean any (A) transaction in, or arrangement, agreement or understanding with respect to, any option, warrant, convertible security, stock appreciation right or similar right with an exercise, conversion or exchange

privilege, or settlement payment or mechanism related to, any security of the Company, or similar instrument with a value derived in whole or in part from the value of a security of the Company, in any such case whether or not it is subject to settlement in a security of the Company or otherwise or (B) any transaction, arrangement, agreement or understanding which included or includes an opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Company, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Company or to increase or decrease the number of securities of the Company which such person was, is or will be entitled to vote, in any such case whether or not it is subject to settlement in a security of the Company or otherwise.

Section 2.14.2 Shareholder Nominations or Other Proposals Causing Covenant Breaches or Defaults . At the same time as the submission of any shareholder nomination or proposal of other business to be considered at a shareholders meeting that, if approved and implemented by the Company, would cause the Company or any subsidiary (as defined in Section 2.14.5(c)) of the Company to be in breach of any covenant of the Company or any subsidiary of the Company or otherwise cause a default (in any case, with or without notice or lapse of time) in any existing debt instrument or agreement of the Company or any subsidiary of the Company or other material contract or agreement of the Company or any subsidiary of the Company, the proponent shareholder or shareholders shall submit to the secretary at the principal executive offices of the Company (a) evidence satisfactory to the Board of Directors of the lender's or contracting party's willingness to waive the breach of covenant or default or (b) a detailed plan for repayment of the indebtedness to the lender or curing the contractual breach or default and satisfying any resulting damage claim, specifically identifying the actions to be taken or the source of funds, which plan must be satisfactory to the Board of Directors in its discretion, and evidence of the availability to the Company of substitute credit or contractual arrangements similar to the credit or contractual arrangements which are implicated by the shareholder nomination or other proposal that are at least as favorable to the Company, as determined by the Board of Directors in its discretion. As an example and not as a limitation, at the time these Bylaws are being adopted, the Company is party to a bank credit facility that contains covenants which prohibit certain changes in the management and policies of the Company without the approval of the lenders; accordingly, a shareholder nomination or proposal which implicates these covenants shall be accompanied by a waiver of these covenants duly executed by the banks or by evidence satisfactory to the Board of Directors of the availability of funding to the Company to repay outstanding indebtedness under this credit facility and of the availability of a new credit facility on terms as favorable to the Company as the existing credit facility. As a further example and not as a limitation, at the time these Bylaws are being adopted, the Company is party to lease and related agreements with Hospitality Properties Trust or its subsidiaries ("Hospitality Properties Trust"). Those agreements contain covenants which prohibit certain changes in the management and policies of the Company without the approval of Hospitality Properties Trust. Accordingly, a shareholder nomination or proposal which implicates these covenants shall be accompanied by a waiver of these covenants duly executed by the applicable Hospitality Properties Trust entity or by evidence satisfactory to the Board of Directors of the availability of alternative facilities for lease and operation by the Company on terms as favorable to the Company as the applicable arrangement and of funds for the payment by the Company of any amounts required under the applicable agreement or otherwise as a result of any breach or termination of the agreement with Hospitality Properties Trust.

Section 2.14.3 Shareholder Nominations or Other Proposals Requiring Governmental Action . If (a) submission of any shareholder nomination or proposal of other business to be considered at a shareholders meeting that could not be considered or, if approved, implemented by the Company without the Company, any subsidiary of the Company, the proponent shareholder, any Proposed Nominee of such shareholder, any Proposed Nominee Associated Person of such Proposed Nominee, any Shareholder Associated Person of such shareholder, the holder of proxies or their respective affiliates or associates filing with or otherwise notifying or obtaining the consent, approval or other action of any federal, state, municipal or other governmental or regulatory body (a "Governmental Action") or (b) such shareholder's ownership of shares of the Company or any solicitation of proxies or votes or holding or exercising proxies by such shareholder, any Proposed Nominee of such shareholder, any Proposed Nominee Associated Person of such Proposed Nominee, any Shareholder Associated Person of such shareholder, or their respective affiliates or associates would require Governmental Action, then, at the same time as the submission of any shareholder nomination or proposal of other business to be considered at a shareholders meeting, the proponent shareholder or shareholders shall submit to the secretary at the principal executive offices of the Company (x) evidence satisfactory to the Board of Directors that any and all Governmental Action has been given or obtained, including, without limitation, such evidence as the Board of Directors may require so that any nominee may be determined to satisfy any suitability or other requirements or (y) if such evidence was not obtainable from a governmental or regulatory body by such time despite the shareholder's diligent and best efforts, a detailed plan for making or obtaining the Governmental Action prior to the election of any such Proposed Nominee or the implementation of such proposal, which plan must be satisfactory to the Board of Directors in its discretion. As an example and not as a limitation, at the time these Bylaws are being adopted, the Company holds a controlling ownership position in a company being formed and licensed as an insurance company in the State of Indiana. The laws of the State of Indiana have certain regulatory requirements for any person who seeks to control (as defined under Indiana law) a company which itself controls an insurance company domiciled in the State of Indiana, including by soliciting proxies representing 10% or more of its voting securities. Accordingly, a shareholder who seeks to exercise proxies for a nomination or a proposal affecting the governance of the Company shall obtain any applicable approvals from the Indiana insurance regulatory authorities prior to exercising such proxies. Similarly, as a further example and not as a limitation, at the time these Bylaws are being adopted, the Company has a controlling ownership interest in gaming businesses located in Louisiana and in Nevada. Applicable Louisiana and Nevada law requires that a director be approved by the applicable state's Gaming Control Board. Such approval process requires that any Proposed Nominee submit a detailed personal history and financial disclosures. Accordingly, a shareholder nomination shall be accompanied by evidence that the Proposed Nominee has been approved by the applicable Gaming Control Board to be a director, or if the applicable Gaming Control Board has not approved such an application, then the shareholder nomination shall be accompanied by a copy of completed personal history and financial disclosure forms of the Proposed Nominee as submitted or to be submitted to the applicable Gaming Control Board so that the Board of Directors may determine the likelihood that the Proposed Nominee will receive such approval.

Section 2.14.4 Special Meetings of Shareholders . As set forth in Section 2.6, only business brought before the meeting pursuant to the Company's notice of meeting may be considered at a special meeting of shareholders. Nominations of individuals for election to the

Board of Directors only may be made at a special meeting of shareholders at which directors are to be elected: (a) pursuant to the Company's notice of meeting; or (b) if the Board of Directors has determined that directors shall be elected at such special meeting; provided , however , that nominations of individuals to serve as directors at a special meeting called in the manner set forth in subclauses (a) and (b) above may only be made by (1) the applicable directors or officers of the Company who call the special meeting of shareholders for the purpose of electing one or more directors or (2) any one or more shareholder(s) of the Company who (A) satisfy the ownership amount, holding period and certificate requirements set forth in Section 2.14.1(b)(ii), (B) have given timely notice thereof in writing to the secretary at the principal executive offices of the Company, which notice contains or is accompanied by the information and documents required by Section 2.14.1(c) and Section 2.14.1(d), (C) satisfy the requirements of Section 2.14.2 and Section 2.14.3 and (D) further update and supplement such notice in accordance with Section 2.14; provided further , that, for purposes of this Section 2.14.4, all references in Section 2.14.1, Section 2.14.2 and Section 2.14.3 to the annual meeting and to the notice given under Section 2.14.1 shall be deemed, for purposes of this Section 2.14.4, to be references to the special meeting and the notice given under this Section 2.14.4. To be timely, a shareholder's notice under this Section 2.14.4 shall be delivered to the secretary of the Company at the principal executive offices of the Company not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m. (Eastern Time) on the later of (i) the ninetieth (90th) day prior to such special meeting or (ii) the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Neither the postponement or adjournment of a special meeting, nor the public announcement of such postponement or adjournment, shall commence a new time period (or extend any time period) for the giving of a shareholder(s)' notice as described above. No shareholder may give a notice to the Secretary provided for in this Section 2.14.4 unless such shareholder satisfies subclause (B) of Section 2.14.1(b)(ii), and a copy of each certificate held by the shareholder shall accompany such shareholder's notice to the Secretary in order for such notice to be effective; provided , however , that (x) the certificate requirement of subclause (B) of Section 2.14.1(b)(ii) shall be inapplicable unless shareholders are entitled to receive a certificate evidencing the shares owned by them, and (y) if clause (x) of this proviso is applicable, no shareholder may give a notice to the Secretary described in this Section 2.14.4 unless each shareholder giving such notice is, at the time such notice is given and through and including the time of the special meeting, a shareholder of record of the common shares referenced in subclause (A) of Section 2.14.1(b)(ii).

Section 2.14.5 General .

(a) If information submitted pursuant to this Section 2.14 by any shareholder proposing a nominee for election as a director or any proposal for other business at a meeting of shareholders shall be deemed by the Board of Directors incomplete or inaccurate, any authorized officer or the Board of Directors or any committee thereof may treat such information as not having been provided in accordance with this Section 2.14. Any notice submitted by a shareholder pursuant to this Section 2.14 that is deemed by the Board of Directors inaccurate, incomplete or otherwise fails to satisfy completely any provision of this Section 2.14 shall be deemed defective and shall thereby render all proposals and nominations set forth in such notice defective. Upon written request by the secretary of the Company or the Board of Directors or

any committee thereof (which may be made from time to time), any shareholder proposing a nominee for election as a director or any proposal for other business at a meeting of shareholders shall provide, within three Business Days after such request (or such other period as may be specified in such request), (i) written verification, satisfactory to the secretary or any other authorized officer or the Board of Directors or any committee thereof, in his, her or its discretion, to demonstrate the accuracy of any information submitted by the shareholder pursuant to this Section 2.14, (ii) written responses to information reasonably requested by the secretary, the Board of Directors or any committee thereof and (iii) a written update, to a current date, of any information submitted by the shareholder pursuant to this Section 2.14 as of an earlier date. If a shareholder fails to provide such written verification, information or update within such period, the secretary or any other authorized officer or the Board of Directors may treat the information which was previously provided and to which the verification, request or update relates as not having been provided in accordance with this Section 2.14; provided , however , that no such written verification, response or update shall cure any incompleteness, inaccuracy or failure in any notice provided by a shareholder pursuant to this Section 2.14. It is the responsibility of a shareholder who wishes to make a nomination or other proposal to comply with the requirements of Section 2.14; nothing in this Section 2.14.5(a) or otherwise shall create any duty of the Company, the Board of Directors or any committee thereof nor any officer of the Company to inform a shareholder that the information submitted pursuant to this Section 2.14 by or on behalf of such shareholder is incomplete or inaccurate or not otherwise in accordance with this Section 2.14 nor require the Company, the Board of Directors, any committee of the Board of Directors or any officer of the Company to request clarification or updating of information provided by any shareholder but the Board of Directors, a committee thereof or the secretary acting on behalf of the Board of Directors or a committee, may do so in its, his or her discretion.

(b) Only such individuals who are nominated in accordance with this Section 2.14 shall be eligible for election by shareholders as directors and only such business shall be conducted at a meeting of shareholders as shall have been properly brought before the meeting in accordance with this Section 2.14. The chairperson of the meeting and the Board of Directors shall each have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.14 and, if any proposed nomination or other business is determined not to be in compliance with this Section 2.14, to declare that such defective nomination or proposal be disregarded.

(c) For purposes of this Section 2.14: (i) "public announcement" shall mean disclosure in (A) a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or any other widely circulated news or wire service or (B) a document publicly filed by the Company with the SEC pursuant to the Exchange Act; (ii) "subsidiary" shall include, with respect to a person, any corporation, partnership, joint venture or other entity of which such person (A) owns, directly or indirectly, ten percent (10%) or more of the outstanding voting securities or other interests or (B) has a person designated by such person serving on, or a right, contractual or otherwise, to designate a person, so to serve on, the board of directors (or analogous governing body); (iii) a person shall be deemed to "beneficially own" or "have beneficially owned" any shares of the Company not owned directly by such person if that person or a group of which such person is a member would be the beneficial owner of such shares under Rule 13d-3 and Rule 13d-5 of the Exchange Act; and

(iv) "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the U.S. Government shall not be regarded as a Business Day.

(d) Notwithstanding the foregoing provisions of this Section 2.14, a shareholder shall also comply with all applicable legal requirements, including, without limitation, applicable requirements of state law and the Exchange Act and the rules and regulations thereunder, with respect to the matters set forth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to require that a shareholder nomination of an individual for election to the Board of Directors or a shareholder proposal relating to other business be included in the Company's proxy statement, except as may be required by law.

(e) The Company shall not be required to include in the Company's proxy statement a shareholder nomination of one or more individuals for election to the Board of Directors unless (i) such nomination has been properly made in accordance with the provisions of this Section 2.14 and (ii) the Board of Directors has endorsed such nomination. The Company shall not be required to include in the Company's proxy statement a shareholder proposal relating to any other business unless (i) such proposal has been properly made in accordance with the LLC Agreement and the provisions of this Section 2.14 and (ii) either the Board of Directors has endorsed such proposal or the proposal has been made by shareholders holding not less than twenty-five percent (25%) of the shares required to approve the proposal (or such lesser percentage as may be required by law). In addition, the Company shall not be required to include in the Company's proxy statement a shareholder proposal of business to be brought before an annual or special meeting of Shareholders unless the proponent shareholder(s) shall have complied with (i) all applicable requirements of state and federal law and the rules and regulations thereunder, including without limitation Rule 14a-8 (or any successor provision) under the Exchange Act, and (ii) the applicable procedures and other requirements set forth in the LLC Agreement and this Section 2.14. Nothing herein shall be deemed to affect any right of the Company to omit a shareholder proposal from the Company's proxy statement under the Exchange Act, including without limitation nominations of persons for election to the Board of Directors and business to be brought before the Shareholders at an annual or special meeting of shareholders.

(f) The Board of Directors may from time to time require any individual nominated to serve as a director to agree in writing with regard to matters of business ethics and confidentiality while such nominee serves as a director, such agreement to be on the terms and in a form determined satisfactory by the Board of Directors, as amended and supplemented from time to time in the discretion of the Board of Directors. The terms of any such agreement may be substantially similar to the Code of Business Conduct and Ethics of the Company or any similar code promulgated by the Company or may differ from or supplement such Code.

(g) Determinations required or permitted to be made under this Section 2.14 by the Board of Directors may be delegated by the Board of Directors to a committee of the Board of Directors, subject to applicable law.

Section 2.15 Voting by Ballot . Voting on any question or in any election may be by voice vote unless the chairperson of the meeting or any shareholder shall demand that voting be by ballot.

Section 2.16 Proposals of Business Which Are Not Proper Matters For Action By Shareholders . Notwithstanding anything in these Bylaws to the contrary, subject to applicable law, any shareholder proposal for business the subject matter or effect of which would be within the exclusive purview of the Board of Directors or would be reasonably likely, if considered by the shareholders or approved or implemented by the Company, to result in an impairment of the limited liability status for the Company's shareholders, shall be deemed not to be a matter upon which the shareholders are entitled to vote. The Board of Directors in its discretion shall be entitled to determine whether a shareholder proposal for business is not a matter upon which the shareholders are entitled to vote pursuant to this Section 2.16, and its decision shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

ARTICLE III

DIRECTORS

Section 3.1 General Powers; Qualifications; Directors Holding Over . The business and affairs of the Company shall be managed by or under the direction of its Board of Directors. As provided in Section 7.3 of the LLC Agreement, the Board of Directors shall have the power and authority to appoint officers of the Company. A Director shall be an individual at least twenty-one (21) years of age who is not under legal disability. To qualify for nomination or election as a director, an individual, at the time of nomination and election, shall, without limitation, (a) have substantial expertise or experience relevant to the business of the Company and its subsidiaries (as determined by the Board of Directors), (b) not have been convicted of a felony, (c) meet the qualifications of an Independent Director or a Managing Director, as the case may be, depending upon the position for which such individual may be nominated and elected and (d) have been nominated for election to the Board of Directors in accordance with Section 2.14. In case of failure to elect directors at an annual meeting of the shareholders, the incumbent directors shall hold over and continue to direct the management of the business and affairs of the Company until they may resign or until their successors are elected and qualify.

Section 3.2 Independent Directors and Managing Directors . A majority of the directors holding office shall at all times be Independent Directors; provided , however , that upon a failure to comply with this requirement as a result of the creation of a temporary vacancy which shall be filled by an Independent Director, whether as a result of enlargement of the Board of Directors or the resignation, removal or death of a director who is an Independent Director, such requirement shall not be applicable. An "Independent Director" is one who is not an employee of the Company or The RMR Group LLC (or its permitted successors and assigns under the Amended and Restated Business Management and Shared Services Agreement entered into between the Company and The RMR Group LLC, as the same may be in effect from time to time, "RMR LLC"), who is not involved in the Company's day to day activities, who meets the qualifications of an independent director (not including the specific independence requirements applicable only to members of the Audit Committee of the Board of Directors) under Exchange Rules and the applicable rules of the SEC, as those requirements may be amended from time to time. If the number of directors, at any time, is set at less than five (5), at least one (1) director shall be a Managing Director. So long as the number of directors shall be five (5) or greater, at least two (2) directors shall be Managing Directors. A "Managing Director" shall mean a director who has been an employee or officer of the Company or RMR LLC or involved in the

day to day activities of the Company for at least one (1) year prior to his or her election. If at any time the Board of Directors shall not be comprised of a majority of Independent Directors, the Board of Directors shall take such actions as will cure such condition; provided that the fact that the Board of Directors does not have a majority of Independent Directors or has not taken such action at any time or from time to time shall not affect the validity of any action taken by the Board of Directors. If at any time the Board of Directors shall not be comprised of a number of Managing Directors as is required under this Section 3.2, the Board of Directors shall take such actions as will cure such condition; provided that the fact that the Board of Directors does not have the requisite number of Managing Directors or has not taken such action at any time or from time to time shall not affect the validity of any action taken by the Board of Directors.

Section 3.3 Number and Tenure . The number of directors constituting the entire Board of Directors may be increased or decreased from time to time only by a vote of the Board of Directors; provided however that the tenure of office of a director shall not be affected by any decrease in the number of directors; and provided , further , that the number of directors shall be at least three (3) and no more than seven (7). The number of directors shall be five (5) until increased or decreased by the Board of Directors.

Section 3.4 Annual and Regular Meetings . An annual meeting of the Board of Directors shall be held immediately after the annual meeting of shareholders, no notice other than this Bylaw being necessary. The time and place of the annual meeting of the Board of Directors may be changed by the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of regular meetings of the Board of Directors without other notice than such resolution. In the event any such regular meeting is not so provided for, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 3.5 Special Meetings . Special meetings of the Board of Directors may be called at any time by the chairman of the board or on the written request to the secretary of a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.6 Notice . Notice of any special meeting shall be given by written notice delivered personally or by electronic mail, telephoned, facsimile transmitted, overnight couriered (with proof of delivery) or mailed to each director at his or her business or residence address. Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least twenty-four (24) hours prior to the meeting. Notice by mail shall be deposited in the U.S. mail at least seventy-two (72) hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Company by the director. Telephone notice shall be deemed given when the director is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Company by the director and receipt of a completed answer back indicating receipt. If sent by overnight courier, such notice shall be

deemed given when delivered to the courier. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 3.7 Quorum . A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to the LLC Agreement or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum for that action shall also include a majority of such group. The directors present at a meeting of the Board of Directors which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of such number of directors as would otherwise result in less than a quorum then being present at the meeting.

Section 3.8 Voting . The action of the majority of the directors present at a meeting at which a quorum is or was present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by specific provision of an applicable statute, the LLC Agreement or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than are required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the LLC Agreement or these Bylaws.

Section 3.9 Telephone Meetings . Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Such meeting shall be deemed to have been held at a place designated by the directors at the meeting.

Section 3.10 Action by Written Consent of Board of Directors . Unless specifically otherwise provided in the LLC Agreement, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a majority of the directors shall individually or collectively consent in writing or by electronic transmission to such action. Such written or electronic consent or consents shall be filed with the records of the Company and shall have the same force and effect as the affirmative vote of such directors at a duly held meeting of the Board of Directors at which a quorum was present.

Section 3.11 Waiver of Notice . The actions taken at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present waives notice, consents to the holding of such meeting or approves the minutes thereof.

Section 3.12 Vacancies . If for any reason any or all the directors cease to be directors, such event shall not terminate the Company or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Any vacancy on the

Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy, whether occurring due to an increase in size of the Board of Directors or by the death, resignation or removal of any director, shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or was created and until a successor is elected and qualifies.

Section 3.13 Compensation . Directors shall be entitled to receive such reasonable compensation for their services as directors as the Board of Directors may determine from time to time. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof; and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as director. Directors shall be entitled to receive remuneration for services rendered to the Company in any other capacity, and such services may include, without limitation, services as an officer or employee of the Company, services as an employee of any affiliate of the Company, services as an officer or employee of RMR LLC or its successor or affiliate, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a director or any person affiliated with a director.

Section 3.14 Removal of Directors . Subject to the applicable provisions of the LLC Agreement, any director may be removed from office at any time, but only for cause and then only by the unanimous vote of the remaining directors then in office. In addition, subject to the applicable provisions of the LLC Agreement, the entire Board of Directors (but not less than the entire Board of Directors) may be removed from office at any time, but only for cause, by the affirmative vote of seventy-five percent (75%) of the shares then outstanding and entitled to vote on the election of directors, at a meeting of shareholders properly called for that purpose. For purposes of this Section 3.14, "cause" shall mean, with respect to any particular director, incapacity, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Company through bad faith or active and deliberate dishonesty.

Section 3.15 Surety Bonds . Unless specifically required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 3.16 Reliance . Each director, officer, employee and agent of the Company shall, in the performance of his or her duties with respect to the Company, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any officer or employee of the Company, or committees of the Board of Directors, or by any other persons as to matters the director, officer, employee or agent of the Company reasonably believes are within such other person's professional or expert competence.

Section 3.17 Qualifying Shares Not Required . Directors need not be shareholders of the Company.

Section 3.18 Certain Rights of Directors, Officers, Employees and Agents . Unless otherwise provided in a written agreement with the Company, notwithstanding any duty (including any fiduciary duty) that might otherwise exist in law or equity, it shall not be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any director for such director or affiliates of such director to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided that no confidential information of the Company may be used by any such person. Notwithstanding any duty (including any fiduciary duty) that might otherwise exist in law or equity, directors shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company that may become available to such director or to affiliates of such director.

Section 3.19 Emergency Provisions . Notwithstanding any other provision in the LLC Agreement or these Bylaws, this Section 3.19 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under ARTICLE III cannot readily be obtained (an "Emergency"). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors may be called by any Managing Director or officer of the Company by any means feasible under the circumstances and (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such means as it may be feasible at the time, including publication, television or radio.

ARTICLE IV

COMMITTEES

Section 4.1 Number; Tenure and Qualifications . The Board of Directors shall appoint an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of these committees shall be composed of three (3) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may also appoint other committees from time to time composed of one or more directors to serve at the pleasure of the Board of Directors. The Board of Directors shall adopt a charter with respect to the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, which charter shall specify the purposes, the criteria for membership and the responsibility and duties and may specify other matters with respect to each committee. The Board of Directors may also adopt a charter with respect to other committees.

Section 4.2 Powers . The Board of Directors may delegate any of the powers of the Board of Directors to committees appointed under Section 4.1 and composed solely of Directors, except as prohibited by law. In the event that a charter has been adopted with respect to a committee composed solely of Directors, the charter shall constitute a delegation by the Board by Directors of the powers of the Board of Directors necessary to carry out the purposes, responsibilities and duties of a committee provided in the charter or reasonably related to those purposes, responsibilities and duties, to the extent permitted by law. No committee appointed under Section 4.1 shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the shareholders, any action or matter expressly

required by the LLC Agreement or applicable law to be submitted to the shareholders for approval or (b) adopting, amending or repealing any provision of the LLC Agreement.

Section 4.3 Meetings . Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of any committee shall be present in person at any meeting of a committee in order to constitute a quorum for the transaction of business at a meeting, and the act of a majority present at a meeting at the time of a vote if a quorum is then present shall be the act of a committee. The Board of Directors or, if authorized by the Board in a committee charter or otherwise, the committee members may designate a chairman of any committee, and the chairman or, in the absence of a chairman, a majority of any committee may fix the time and place of its meetings unless the Board shall otherwise provide. In the absence or disqualification of any member of any committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of absent or disqualified members. Each committee shall keep minutes of its proceedings and shall periodically report its activities to the full Board of Directors and, except as otherwise provided by law, an Exchange Rule or under the rules of the SEC, any action by any committee shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration.

Section 4.4 Telephone Meetings . Members of a committee may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 4.5 Action by Written Consent of Committees . Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is signed by a majority of the committee and such written or electronic consent is filed with the minutes of proceedings of such committee.

Section 4.6 Vacancies . Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 5.1 General Provisions . The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. The officers of the Company shall include a chief executive officer, a president and a secretary and may include a chairman of the board, a vice chairman of the board, a chief financial officer, a chief operating officer, a treasurer, one or more vice presidents (who may be further classified by such descriptions as "executive," "senior," "assistant," or otherwise, as the Board of Directors shall determine), one or more assistant secretaries and one or more

assistant treasurers. The officers of the Company shall be elected from time to time as the Board of Directors considers appropriate. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, resignation or removal in the manner hereinafter provided. Any number of offices may be held by the same individual. Election of an officer or agent shall not of itself create contract rights between the Company and such officer or agent.

Section 5.2 Removal and Resignation . Any officer or agent of the Company may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board of Directors may delegate the power of removal as to officers, agents and employees who have not been appointed by the Board of Directors. Any officer of the Company may resign at any time by delivering his or her resignation to the Board of Directors, the president or the secretary. Any resignation shall take effect at any time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Company.

Section 5.3 Vacancies . A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 5.4 President . Unless the Board of Directors otherwise determines, the president shall have such powers and duties as are designated in accordance with the LLC Agreement, these Bylaws and as from time to time may be assigned by the Board of Directors. The president may execute any deed, mortgage, bond, lease, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

Section 5.5 Chief Executive Officer . Subject to the control of the Board of Directors and the executive committee (if any) of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Company except such as shall be appointed by the Board of Directors, and he or she may delegate these powers; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company, and shall have such other powers and duties as designated in accordance with the LLC Agreement and as from time to time may be assigned by the Board of Directors.

Section 5.6 Chief Operating Officer . The Board of Directors may designate a chief operating officer from among the elected officers. Said officer will have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 5.7 Chief Financial Officer . The Board of Directors may designate a chief financial officer from among the elected officers. Said officer will have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 5.8 Chairman of the Board . The Board of Directors may elect one of its members as chairman of the board. If elected, the chairman of the board shall have such powers and duties as are designated in the LLC Agreement and as from time to time may be assigned by the Board of Directors. The chairman of the board, if any, and if present and acting, shall preside at all meetings of the Board of Directors and of shareholders, unless otherwise directed by the Board of Directors. If the Board of Directors does not elect a chairman or if the chairman is absent from the meeting, the chief executive offer, if present and a director, or any other director chosen by the Board of Directors, shall preside.

Section 5.9 Vice Chairman of the Board . The Board of Directors may elect one of its members as vice chairman of the board. The vice chairman of the board will have the responsibilities and duties as set forth by the Board of Directors.

Section 5.10 Vice Presidents . In the absence or unavailability of the president, a vice president designated by the Board of Directors shall perform the duties of the president and when so acting shall have all the powers of the president; and shall perform such other duties as from time to time may be assigned to him or her by the president, the chief executive officer or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice presidents, senior vice presidents or as vice presidents for particular areas of responsibility.

Section 5.11 Secretary . The secretary (or his or her designee) shall issue all authorized notices for, and shall keep minutes of, all meetings of the shareholders and the Board of Directors. The secretary shall have charge of the Company's minute books and shall perform such other duties as the Board of Directors may from time to time prescribe. In the absence of a secretary, the person presiding over the meeting may appoint any person to serve as secretary of the meeting.

Section 5.12 Treasurer . The treasurer shall have responsibility for the custody and control of all the funds and securities of the Company and shall have such other powers and duties as are designated in accordance with the LLC Agreement and as from time to time may be assigned to the treasurer by the Board of Directors. The treasurer shall perform all acts incident to the position of treasurer, subject to the control of the chief executive officer and the Board of Directors.

Section 5.13 Assistant Secretaries and Assistant Treasurers . The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors.

Section 5.14 General Powers of Officers.

(a) Unless the Board of Directors otherwise determines and subject to such limitations as the Board of Directors may adopt, each officer shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the

name of the Company. The Board of Directors may from time to time delegate all or a portion of the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

(b) Unless otherwise directed by the Board of Directors, the chief executive officer, the president or any officer of the Company authorized by the chief executive officer shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of shareholders of or with respect to any action of equity holders of any other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other entities.

ARTICLE VI

CHECKS AND DEPOSITS

Section 6.1 Checks and Drafts . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company shall be signed by such officer or agent of the Company in such manner as the Board of Directors, the president, the treasurer or any other officer designated by the Board of Directors may determine.

Section 6.2 Deposits . All funds of the Company not otherwise employed shall be deposited or invested from time to time to the credit of the Company as the Board of Directors, the president, the treasurer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

Section 7.1 Certificates . Ownership of shares of the Company shall be evidenced by certificates, or at the election of a shareholder in book entry form. Unless otherwise determined by the Board of Directors, any such certificates shall signed by the president or a vice president and countersigned by the secretary, an assistant secretary, the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Company. The signatures may be either manual or facsimile. No certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent (as defined in the LLC Agreement); provided , however , that if the Board of Directors elects to issue shares or other securities in global form, the certificates with regard thereto shall be valid upon receipt by the Depository (as defined in the LLC Agreement) and need not be countersigned. Certificates shall be consecutively numbered and if the Company shall from time to time issue several classes of shares, each class may have its own number series. Any or all of the signatures required on the certificate may be by facsimile. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

Section 7.2 Transfers .

(a) Shares of the Company shall be transferable in the manner provided by applicable law, the LLC Agreement and these Bylaws and, to the fullest extent permitted by law, any transfer or purported transfer of shares of the Company not made in accordance with applicable law, the LLC Agreement or these Bylaws shall be null and void.

(b) The Company shall be entitled to treat the holder of record of any shares or other securities of the Company as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares or other securities on the part of any other person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable Exchange Rule. Without limiting the foregoing, when a person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another person in acquiring and/or holding shares or other securities of the Company, as between the Company on the one hand, such other persons on the other, such representative person shall be the record holder of such shares or securities, as applicable.

Section 7.3 Mutilated, Destroyed, Lost or Stolen Certificates .

(a) If any mutilated certificate is surrendered to the Transfer Agent, the appropriate officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new certificate evidencing the same number and type of securities as the certificate so surrendered.

(b) The appropriate officers on behalf of the Company shall execute and deliver, and the Transfer Agent shall countersign, a new certificate in place of any certificate previously issued if the record holder of the certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the Company or to the Transfer Agent, that a previously issued certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the Company or the Transfer Agent, delivers to the Company a bond, in form and substance satisfactory to the Company or the Transfer Agent, with a surety or sureties and with fixed or open penalty as the Company or the Transfer Agent may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and

(iv) satisfies any other reasonable requirements imposed by the Company or the Transfer Agent.

If a shareholder fails to notify the Company within a reasonable time after such shareholder has notice of the loss, destruction or theft of a certificate, and a transfer of the shares of the Company represented by the certificate is registered before the Company or the Transfer Agent receives such notification, the shareholder shall be precluded from making any claim against the Company or the Transfer Agent for such transfer or for a new certificate.

(c) As a condition to the issuance of any new certificate under this Section 7.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 7.4 Closing of Transfer Books or Fixing of Record Date.

(a) The Board of Directors may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose.

(b) In lieu of fixing a record date, the Board of Directors may provide that the share transfer books shall be closed for a stated period but not longer than twenty (20) days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days before the date of such meeting.

(c) If no record date is fixed and the share transfer books are not closed for the determination of shareholders: (i) the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given; and (ii) the record date for the determination of shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the Board of Directors, declaring the dividend or allotment of rights, is adopted.

(d) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors shall set a new record date with respect thereto.

Section 7.5 Share Ledger . The Company shall keep or cause to be kept on behalf of the Company a register that provide for the registration and transfer of both certificated and uncertificated shares of the Company. The Transfer Agent, as registrar and transfer agent, shall maintain such register and shall register shares and the transfer of such shares pursuant to the provisions of the LLC Agreement and these Bylaws. The register shall, among other things, contain the name and address of each shareholder and the number of shares of each class held by such shareholder.

ARTICLE VIII

REGULATORY COMPLIANCE AND DISCLOSURE

Section 8.1 Actions Requiring Regulatory Compliance Implicating the Company . If any shareholder (whether individually or constituting a group, as determined by the Board of Directors), by virtue of such shareholder's ownership interest in the Company or actions taken by the shareholder affecting the Company, triggers the application of any requirement or regulation of any federal, state, municipal or other governmental or regulatory body on the Company or any subsidiary (for purposes of this ARTICLE VIII, as defined in Section 2.14.5(c)) of the Company or any of their respective businesses, assets or operations, including, without limitation, any obligations to make or obtain a Governmental Action (as defined in Section 2.14.3), such shareholder shall promptly take all actions necessary and fully cooperate with the Company to ensure that such requirements or regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of the Company or any subsidiary of the Company. If the shareholder fails or is otherwise unable to promptly take such actions so to cause satisfaction of such requirements or regulations, the shareholder shall promptly divest a sufficient number of shares of the Company necessary to cause the application of such requirement or regulation to not apply to the Company or any subsidiary of the Company. If the shareholder fails to cause such satisfaction or divest itself of such sufficient number of shares of the Company by not later than the tenth (10th) day after triggering such requirement or regulation referred to in this Section 8.1, then any shares of the Company beneficially owned by such shareholder at and in excess of the level triggering the application of such requirement or regulation shall, to the fullest extent permitted by law, be deemed to constitute shares of the Company in excess of the Ownership Limit (as defined in Section 8.1 of the LLC Agreement) and be subject to Article VIII of the LLC Agreement and any actions triggering the application of such a requirement or regulation may be deemed by the Company to be of no force or effect. Moreover, if the shareholder who triggers the application of any regulation or requirement fails to satisfy the requirements or regulations or to take curative actions within such ten (10) day period, the Company may take all other actions which the Board of Directors deems appropriate to require compliance or to preserve the value of the Company's assets; and the Company may charge the offending shareholder for the Company's costs and expenses as well as any damages which may result to the Company.

As an example and not as a limitation, at the time these Bylaws are being adopted, the Company holds a controlling interest in gaming businesses in Louisiana and Nevada. Louisiana law provides that any person who owns five percent (5%) or more of gaming businesses in Louisiana shall provide detailed personal history and financial information and be found suitable by the Louisiana Gaming Control Board. Under certain circumstances, an "institutional investor," as defined under Louisiana gaming law, may be presumed suitable or qualified upon submitting documentation sufficient to establish qualifications as an institutional investor as provided under Louisiana gaming law. Nevada gaming law provides that any person who beneficially owns more than five percent (5%) of any class of voting securities of the Company must report such ownership to the Nevada Gaming Commission and any person who beneficially owns more than ten percent (10%) of any class of voting securities of the Company must apply for, be investigated by, and obtain relevant approvals and findings of suitability from the Nevada Gaming Commission. Under certain circumstances, an "institutional investor," as defined under

Nevada gaming law, which acquires not more than twenty-five percent (25%) of any class of the Company's voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. Further, upon request of the Nevada Gaming Commission, any person holding any of the Company's securities may be required to apply to the Nevada Gaming Commission for a determination of suitability. If a person who is required or requested to file for a determination of suitability with respect to the Company and refuses to provide the Company with information required to be submitted to applicable gaming regulatory authority, or if the Louisiana Gaming Control Board or the Nevada Gaming Commission, as applicable, declines to approve such person's holding Company securities, then, in either event, the Company securities held by such person may be deemed to be securities in excess of the Ownership Limit and subject to the provisions of Article VIII of the LLC Agreement. Copies of the forms required to be submitted to the Louisiana Gaming Control Board and the Nevada Gaming Commission, as applicable, may be obtained by request directed to the secretary.

As a further example and not as a limitation, at the time these Bylaws are being adopted, the Company holds a controlling ownership position in a company being formed and licensed as an insurance company in the State of Indiana. The laws of the State of Indiana have certain regulatory requirements for any person who seeks to control (as defined under Indiana law) a company which itself controls an insurance company domiciled in the State of Indiana, including by exercising proxies representing ten percent (10%) or more of the Company's voting securities. Accordingly, if a shareholder seeks to exercise proxies for a matter to be voted upon at a meeting of the Company's shareholders without having obtained any applicable approvals from the Indiana insurance regulatory authorities, such proxies representing ten percent (10%) or more of the Company's voting securities will, subject to Section 8.3, be void and of no further force or effect.

Section 8.2 Compliance With Law . Shareholders shall comply with all applicable requirements of federal and state laws, including all rules and regulations promulgated thereunder, in connection with such shareholder's ownership interest in the Company and all other laws which apply to the Company or any subsidiary of the Company or their respective businesses, assets or operations and which require action or inaction on the part of the shareholder.

Section 8.3 Limitation on Voting Shares or Proxies . Without limiting the provisions of Section 8.1, if a shareholder (whether individually or constituting a group, as determined by the Board of Directors), by virtue of such shareholder's ownership interest in the Company or its receipt or exercise of proxies to vote shares owned by other shareholders, would not be permitted to vote the shareholder's shares of the Company or proxies for shares of the Company in excess of a certain amount pursuant to applicable law (including by way of example, applicable state insurance regulations) but the Board of Directors determines that the excess shares or shares represented by the excess proxies are necessary to obtain a quorum, then such shareholder shall not be entitled to vote any such excess shares or proxies, and instead such excess shares or proxies may, to the fullest extent permitted by law, be voted by the Company's applicable management services provider (or by another person designated by the directors) in proportion to the total shares otherwise voted on such matter.

Section 8.4 Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies . To the fullest extent permitted by law, any representation, warranty or covenant made by a shareholder with any governmental or regulatory body in connection with such shareholder's interest in the Company or any subsidiary of the Company shall be deemed to be simultaneously made to, for the benefit of and enforceable by, the Company and any applicable subsidiary of the Company.

Section 8.5 Board of Directors' Determinations . The Board of Directors shall be empowered to make all determinations regarding the interpretation, application, enforcement and compliance with any matters referred to or contemplated by these Bylaws.

ARTICLE IX

RESTRICTIONS ON TRANSFER OF SHARES

Section 9.1 Definitions . As used in this ARTICLE IX, the following terms have the following meanings (and any references to any portions of Treasury Regulation Sections 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions):

(a) "5-percent Shareholder" means a Person or group of Persons that is a "5-percent shareholder" of the Company pursuant to Treasury Regulation Section 1.382-2T(g).

(b) "5-percent Transaction" means any Transfer described in clause (a) or (b) of Section 9.2.

(c) "Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the rulings issued thereunder.

(d) "Company Security" or "Company Securities" means (i) common shares of the Company, (ii) preferred shares of the Company (other than preferred shares described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and 1.382-4) to purchase Securities issued by the Company, and (iv) any Shares not included within the preceding clauses (i) through (iii) of this definition.

(e) "Effective Date" means November 9, 2009.

(f) "Excess Securities" has the meaning given such term in Section 9.4.

(g) "Expiration Date" means the earlier of (i) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this ARTICLE IX is no longer necessary for the preservation of Tax Benefits, (ii) the beginning of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward, or (iii) such date as the Board of Directors shall fix in accordance with Section 9.10.

(h) "Grandfathered Owner" has the meaning given such term in Section 9.2.

(i) "Percentage Share Ownership" means the percentage Share Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation Sections 1.382-2T(g), (h), (j) and (k) and 1.382-4.

(j) "Person" means any individual, firm, corporation, company, limited liability company, partnership, joint venture, estate, trust, or other legal entity, including a group of persons treated as an entity pursuant to Treasury Regulation Section 1.382-3(a)(1)(i).

(k) "Prohibited Transfer" means any Transfer or purported Transfer of Company Securities to the extent that such Transfer is prohibited and/or void under this ARTICLE IX.

(l) "Public Group" has the meaning set forth in Treasury Regulation Section 1.382-2T(f)(13), excluding any "direct public group" with respect to the Company, as that term is used in Treasury Regulation Section 1.382-2T(j)(2)(ii).

(m) "Purported Transferee" has the meaning set forth in Section 9.4.

(n) "Securities" and "Security" each has the meaning set forth in Section 9.5.

(o) "Shares" means any interest that would be treated as "stock" of the Company pursuant to Treasury Regulation Section 1.382-2T(f)(18).

(p) "Share Ownership" means any direct or indirect ownership of Shares, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code and the Treasury Regulations.

(q) "Tax Benefits" means the net operating loss carryforwards, capital loss carryforwards, general business credit carryforwards, alternative minimum tax credit carryforwards and foreign tax credit carryforwards, as well as any loss or deduction attributable to a "net unrealized built-in loss" of the Company or any direct or indirect subsidiary thereof, within the meaning of Section 382 of the Code.

(r) "Transfer" means, any direct or indirect (by operation of law or otherwise) sale, transfer, assignment, conveyance, pledge, devise or other disposition or other action taken by a Person, other than the Company, that alters the Percentage Share Ownership of any Person. A Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant by the Company of an option to purchase securities of the Company, nor shall a Transfer include the issuance of Shares by the Company.

(s) "Transferee" means any Person to whom Company Securities are Transferred.

(t) "Treasury Regulations" means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

Section 9.2 Transfer And Ownership Restrictions . From and after the Effective Date, any attempted Transfer of Company Securities prior to the Expiration Date and any attempted Transfer of Company Securities pursuant to an agreement entered into prior to the Expiration Date shall be prohibited and void ab initio to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (a) any Person or Persons would become a 5-percent Shareholder or (b) the Percentage Share Ownership of any 5-percent Shareholder would be increased. Any 5-percent Shareholder as of the Effective Date (the "Grandfathered Owner") shall not be required, solely as a result of the adoption of this ARTICLE IX and the occurrence of the Effective Date, pursuant to this ARTICLE IX, to reduce or dispose of any Company Securities owned by such Grandfathered Owner as of the Effective Date and none of such Company Securities owned by such Grandfathered Owner as of the Effective Date shall be deemed, solely as a result of the adoption of this ARTICLE IX and the occurrence of the Effective Date, to be Excess Securities; provided , however , that such Grandfathered Owner may not acquire any additional Company Securities at any time such Grandfathered Owner remains a 5-percent Shareholder and, upon such Grandfathered Owner no longer being a 5-percent Shareholder, the provisions of this ARTICLE IX shall apply in their entirety to such Grandfathered Owner.

Section 9.3 Exceptions .

(a) Notwithstanding anything to the contrary herein, Transfers to a Public Group (including a new Public Group created under Treasury Regulation Section 1.382-2T(j)(3)(i)) shall be permitted.

(b) The restrictions set forth in Section 9.2 shall not apply to an attempted Transfer that is a 5-percent Transaction if the transferor or the Transferee obtains the written approval of the Board of Directors or a duly authorized committee thereof. The Board of Directors may impose conditions in connection with such approval, including, without limitation, restrictions on the ability or right of any Transferee to Transfer Shares acquired through a Transfer. Approvals of the Board of Directors hereunder may be given prospectively or retroactively.

Section 9.4 Excess Securities.

(a) No employee or agent of the Company shall record any Prohibited Transfer in the share register for the Company, and the purported transferee of such a Prohibited Transfer (the "Purported Transferee") shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Company Securities which are the subject of the Prohibited Transfer (the "Excess Securities"). The Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including, without limitation, the right to vote such Excess Securities or to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to constitute shares of the Company in excess of the Ownership Limit

(as defined in Section 8.1 of the LLC Agreement) and be subject to Article VIII of the LLC Agreement. Any Transfer of Excess Securities in accordance with the provisions of this ARTICLE IX shall cease to be Excess Securities upon consummation of such Transfer.

(b) The Company may require as a condition to the registration of the Transfer of any Company Securities in the share register of the Company or the payment of any distribution on any Company Securities that the proposed Transferee or payee furnish to the Company all information reasonably requested by the Company with respect to its direct or indirect ownership interests in such Company Securities. The Company may make such arrangements or issue such instructions to its employees or agents as may be determined by the Board of Directors to be necessary or advisable to implement this ARTICLE IX, including, without limitation, authorizing its employees or agents to require, as a condition to registering any Transfer in the share register of the Company, an affidavit from a Purported Transferee regarding such Person's actual and constructive ownership of shares and other evidence that a Transfer will not be prohibited by this ARTICLE IX.

Section 9.5 Modification Of Remedies For Certain Indirect Transfers . In the event of any Transfer which does not involve a transfer of securities of the Company within the meaning of Delaware law ( " Securities," and individually, a "Security") but which would cause a 5-percent Shareholder to violate a restriction on Transfers provided for in this ARTICLE IX, a sufficient amount of Securities of such 5-percent Shareholder and/or any Person whose ownership of Securities is attributed to such 5-percent Shareholder shall be deemed to be Excess Securities and shall be treated as provided in Section 9.4, including, without limitation, being deemed to constitute shares of the Company in excess of the Ownership Limit (as defined in Section 8.1 of the LLC Agreement) and be subject to Article VIII of the LLC Agreement. For the avoidance of doubt, no such 5-percent Shareholder shall be required, pursuant to this Section 9.5, to dispose of any interest that is not a Security. The purpose of this Section 9.5 is to extend the restrictions in Section 9.2 to situations in which there is a 5-percent Transaction without a direct Transfer of Securities, and this Section 9.5, along with the other provisions of this ARTICLE IX, shall be interpreted to produce the same results, with such differences as the context requires or as determined by the Board of Directors, as a direct Transfer of Company Securities.

Section 9.6 Legal Proceedings; Prompt Enforcement . The Board of Directors may authorize such additional actions, beyond those provided for or contemplated by this ARTICLE IX, to give effect to or in furtherance of the provisions of this ARTICLE IX. Nothing in this Section 9.6 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this ARTICLE IX being void ab initio , (b) preclude the Company in the sole discretion of the Board of Directors from immediately bringing legal proceedings without a prior demand, or (c) cause any failure of the Company to act within any particular time period to constitute a waiver or loss of any right of the Company under this ARTICLE IX.

Section 9.7 Liability . To the fullest extent permitted by law and without limiting any other remedies of the Company and related matters provided elsewhere in these Bylaws or in the LLC Agreement, any shareholder subject to the provisions of this ARTICLE IX who knowingly violates the provisions of this ARTICLE IX and any Persons controlling, controlled by or under common control with such shareholder shall be jointly and severally liable to the Company for, and shall indemnify and hold the Company harmless against, any and all damages suffered as a

result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Company's ability or right to utilize its Tax Benefits, and attorneys' and auditors' fees incurred in connection with such violation.

Section 9.8 Obligation To Provide Information . As a condition to the registration of the Transfer of any Shares in the share register for the Company, any Person who is a beneficial, legal or record holder of Shares, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Company may request from time to time in order to determine compliance with this ARTICLE IX or the status of the Tax Benefits of the Company.

Section 9.9 Legend . Unless otherwise provided by the Board of Directors, each certificate or account statement evidencing or representing Shares (or securities exercisable for or convertible into Shares) shall bear a legend with respect to the restrictions contained in this ARTICLE IX in such form as shall be prescribed by the Board of Directors. Instead of the foregoing legend, the certificate or account statement may state that the Company will furnish a full statement about certain restrictions on transferability to a shareholder on request and without charge.

Section 9.10 Authority Of Board Of Directors .

(a) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this ARTICLE IX, including, without limitation, (i) the identification of 5-percent Shareholders, (ii) whether a Transfer is a 5-percent Transaction or a Prohibited Transfer, (iii) the Percentage Share Ownership of any 5-percent Shareholder, (iv) whether an instrument constitutes a Company Security, (v) the application of Section 9.4, including, without limitation, the application of Article VIII of the LLC Agreement to Excess Securities, and Section 9.5, and (vi) any other matters which the Board of Directors determines to be relevant; and the determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this ARTICLE IX.

(b) Nothing contained in this ARTICLE IX shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Company and its shareholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, the Board of Directors may, by adopting a written resolution, (i) accelerate or extend the Expiration Date, (ii) modify the ownership interest percentage in the Company or the Persons or groups covered by this ARTICLE IX, (iii) modify the definitions of any terms set forth in this ARTICLE IX or (iv) modify the terms of this ARTICLE IX as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise. Shareholders of the Company may be notified of such determination through a filing with the SEC or such other method of notice as the Board of Directors may determine. All actions, calculations, interpretations and determinations which are done or made by the Board of Directors shall be conclusive and binding on the Company and all other parties for all other purposes of this ARTICLE IX.

(c) The Board of Directors may delegate all or any portion of its duties and powers under this ARTICLE IX to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE IX through duly authorized officers or agents of the Company.

Section 9.11 Transactions on a National Securities Exchange . Nothing in this ARTICLE IX shall preclude the settlement of any transaction entered into through the facilities of a national securities exchange or any automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this ARTICLE IX and any transferor and transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this ARTICLE IX.

Section 9.12 Reliance . For purposes of determining the existence, identity and amount of any Company Securities owned by any shareholder, the Company is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Exchange Act (or similar filings), as of any date, subject to its actual knowledge of the ownership of Company Securities.

Section 9.13 Benefits Of This Article IX . Nothing in this ARTICLE IX shall be construed to give to any Person, other than the Company and the Charitable Trustee (as defined in the LLC Agreement) any legal or equitable right, remedy or claim under this ARTICLE IX. This ARTICLE IX shall be for the sole and exclusive benefit of the Company and the Charitable Trustee.

Section 9.14 Severability . If any provision of this ARTICLE IX or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this ARTICLE IX.

Section 9.15 Waiver . With regard to any power, remedy or right provided herein or otherwise available to the Company under this ARTICLE IX, (a) no waiver will be effective unless authorized by the Board of Directors and expressly contained in a writing signed by the Company; and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

Section 9.16 Conflict . If there shall be any conflict between the provisions of this ARTICLE IX or the application thereof and the provisions of Article VIII of the LLC Agreement or the application thereof to the matters addressed in this ARTICLE IX, as contemplated by this ARTICLE IX, the provisions of this ARTICLE IX and the application thereof shall control.

ARTICLE X

FISCAL YEAR

Section 10.1 Fiscal Year . The fiscal year of the Company shall be a fiscal year ending December 31 or as otherwise determined by the Board of Directors.

ARTICLE XI

DIVIDENDS AND OTHER DISTRIBUTIONS

Section 11.1 Dividends and Other Distributions . Subject to the preferential rights of any additional classes or series of shares authorized by the Board of Directors, the holders of common shares of the Company shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Company which are by law available therefor, distributions payable either in cash, in property or in securities of the Company.

ARTICLE XII

SEAL

Section 12.1 Seal . The Board of Directors may authorize the adoption of a seal by the Company. The Board of Directors may authorize one or more duplicate seals.

Section 12.2 Affixing Seal . Whenever the Company is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Company.

ARTICLE XIII

WAIVER OF NOTICE

Section 13.1 Waiver of Notice . Whenever any notice is required to be given pursuant to the LLC Agreement, these Bylaws or applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice or waiver by electronic transmission, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

Section 14.1 Amendment of Bylaws . These Bylaws may be amended or repealed or new or additional Bylaws may be adopted only by the vote or written consent of a majority of the Board of Directors.

ARTICLE XV

MISCELLANEOUS

Section 15.1 References to Limited Liability Company Agreement of the Company; Conflicting Provisions . All references to the LLC Agreement shall include any amendments thereto. These Bylaws are subject to the LLC Agreement, and in the event any provision under these Bylaws is inconsistent with a provision of the LLC Agreement, the LLC Agreement shall control.

Section 15.2 Costs and Expenses . To the fullest extent permitted by law, each shareholder will be liable to the Company (and any subsidiaries or affiliates of the Company) for, and indemnify and hold harmless the Company (and any subsidiaries or affiliates of the Company) from and against, all costs, expenses, penalties, fines or other amounts, including, without limitation, reasonable attorneys' and other professional fees, whether third party or internal, arising from such shareholder's breach of or failure to fully comply with any covenant, condition or provision of these Bylaws or the LLC Agreement (including, without limitation, Section 2.14 of these Bylaws and Sections 8.1, 8.2 and 9.7 of the LLC Agreement) or any action by or against the Company (or any subsidiaries or affiliates of the Company) in which such shareholder is not the prevailing party, and shall pay such indemnitee such amounts on demand, together with interest on such amounts, which interest will accrue at the lesser of the Company's highest marginal borrowing rate, per annum compounded, and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of repayment by the indemnitee.

Section 15.3 Ratification . To the fullest extent permitted by applicable law, the Board of Directors or the shareholders may ratify and make binding on the Company any action or inaction by the Company or its officers to the extent that the Board of Directors or the shareholders could have originally authorized the matter. Moreover, to the fullest extent permitted by applicable law, any action or inaction questioned in any shareholder's derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the shareholders and, if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Company and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15.4 Ambiguity . In the case of an ambiguity in the application of any provision of these Bylaws or any definition contained in these Bylaws, the Board of Directors shall have the sole power to determine the application of such provisions with respect to any situation based on the facts known to it and such determination shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

Section 15.5 Inspection of Bylaws . The Board of Directors shall keep at the principal office for the transaction of business of the Company the original or a copy of the Bylaws as

amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

ARTICLE XVI

ARBITRATION

Section 16.1 Procedures for Arbitration of Disputes . A Dispute (as defined in the LLC Agreement) or any disputes, claims or controversies relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA") then in effect, except as those Rules may be modified in this ARTICLE XVI. Notwithstanding the foregoing, (a) the provisions of this ARTICLE XVI shall not apply to any request for a declaratory judgment or similar action regarding the meaning, interpretation or validity of any provision of the LLC Agreement or these Bylaws, but such request shall be heard and determined by a court of competent jurisdiction; and (b) in the event a Dispute involves both a question of the meaning, interpretation or validity of any provision of the LLC Agreement or these Bylaws and any other matter in dispute, the arbitration of such other matter in dispute, if dependent upon a determination of the meaning, interpretation or validity of any provision of the LLC Agreement or these Bylaws, shall be stayed until a final, non-appealable judgment regarding such meaning, interpretation or validity has been rendered by a court of competent jurisdiction.

Section 16.2 Arbitrators . There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and

ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

Section 16.3 Place of Arbitration . The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

Section 16.4 Discovery . There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

Section 16.5 Awards . In rendering an award or decision (an "Award"), the arbitrators shall be required to follow the laws of the State of Delaware. Any arbitration proceedings or Award shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. An Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary Award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 16.7, each party against which an Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of such Award or such other date as such Award may provide.

Section 16.6 Costs and Expenses . Except as otherwise set forth in the LLC Agreement or these Bylaws, including Section 15.2 of these Bylaws, or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys' fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys' fees) or, in a derivative case or class action, award any portion of the Company's award to the claimant or the claimant's attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

Section 16.7 Appeals . Any Award, including but not limited to any interim Award, may be appealed pursuant to the AAA's Optional Appellate Arbitration Rules ("Appellate Rules"). An Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, Section 16.6 shall apply to any appeal pursuant to this Section 16.7 and the appeal tribunal shall not render an Award that would include shifting of any costs or expenses (including attorneys' fees) of any party.

Section 16.8 Final and Binding . Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 16.7, an Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting

presented to the arbitrators. Judgment upon an Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any Award, except for actions relating to enforcement of any Award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

Section 16.9 Beneficiaries . This ARTICLE XVI is intended to benefit and be enforceable by the shareholders, Directors, officers, managers (including The RMR Group Inc. or its successor and RMR LLC), agents or employees of the Company and the Company and shall be binding on the shareholders of the Company and the Company, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

Exhibit 10.61

TRAVELCENTERS OF AMERICA LLC

SHARE AWARD AGREEMENT

This Share Award Agreement (this “Agreement”) is made as of [_____________], between [_________________] (the “Recipient”) and TravelCenters of America LLC (the “Company”).

In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Grant of Shares . Subject to the terms and conditions hereinafter set forth and the terms and conditions of the TravelCenters of America LLC 2016 Equity Compensation Plan, as it may be amended from time to time (the “Plan”), the Company hereby grants to the Recipient, effective as of the date of this Agreement, [________] of its limited liability company interests represented by common shares, no par value per share. The shares so granted are hereinafter referred to as the “Shares,” which term shall also include any shares of the Company issued to the Recipient by virtue of his or her ownership of the Shares, by share dividend, share split, recapitalization or otherwise. Capitalized terms that are used but not defined herein shall have the meaning set forth in the Plan.

2. Vesting; Forfeiture of Shares .

(a) Subject to Sections 2(b) and 2(c) hereof, the Shares shall vest one-fifth of the total number of Shares as of the date hereof and as to a further one-fifth of such total number of Shares on each anniversary of the date hereof for the next four calendar years. Any Shares not vested as of any date are herein referred to as “Unvested Shares.”

(b) Subject to Section 2(c) hereof, at the option of the Company, in the event the Recipient ceases to render significant services, whether as an employee or otherwise, to (i) the Company, (ii) the entity which is the manager or shared services provider to the Company or an entity controlled by, under common control with or controlling such entity (collectively, the “Manager”), or (iii) an affiliate of the Company (which shall be deemed for such purpose to include any other entity to which the Manager is the manager or shared services provider), all or any portion of the Unvested Shares shall be forfeited by the Recipient as of the date the Recipient ceases to render all such services. The Company may exercise such option by delivering or mailing to the Recipient (or his or her estate), at any time after the Recipient has ceased to render such services, a written notice of exercise of such option. Such notice shall specify the number of Unvested Shares to be forfeited.

(c) Notwithstanding anything in this Agreement to the contrary, immediately upon the occurrence of the death of the Recipient, a Change in Control or a Termination Event, all of the Unvested Shares shall vest and any forfeiture or other rights of the

Company described in Section 2(b) shall lapse in their entirety, and such vesting and lapse of forfeiture or other Company rights shall also immediately apply to each other common share, no par value per share, of the Company previously granted to the Recipient which then remains subject to comparable restrictions and rights.

3. Legends . Certificates evidencing Shares and Shares not evidenced by certificates shall also bear or contain, as applicable, legends and notations as may be required by the Plan or the Company's Limited Liability Company Agreement or Bylaws, each as in effect from time to time, or as the Company may otherwise determine appropriate.

Promptly following the request of the Recipient with respect to any Shares (or any other common share, no par value per share, of the Company previously granted to the Recipient) which have become vested, the Company shall take, at its sole cost and expense, all such actions as may be required to permit the Recipient to resell such shares including, without limitation, providing to the Company's transfer agent certificates of officers of the Company, and opinions of counsel and/or filing an appropriate registration statement, and taking all such other actions as may be required to remove the legends set forth above with respect to transfer and vesting restrictions from the certificates evidencing such shares and, if applicable, from the share books and records of the Company. The Company shall reimburse the Recipient, promptly upon the receipt of a request for payment, for all expenses (including legal expenses) reasonably incurred by the Recipient in connection with the enforcement of the Recipient’s rights under this paragraph.

4. Tax Withholding. To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of a grant of Shares, and the Recipient agrees that he or she shall upon request of the Company pay to the Company an amount sufficient to satisfy his or her tax withholding obligations from time to time (including as Shares become vested).

5. Miscellaneous .

(a) Amendments . Neither this Agreement nor any provision hereof may be changed or modified except by an agreement in writing executed by the Recipient and the Company; provided, however, that any change or modification that does not adversely affect the rights hereunder of the Recipient, as they may exist immediately prior to the effective date of such change or modification, may be adopted by the Company without an agreement in writing executed by the Recipient, and the Company shall give the Recipient written notice of such change or modification reasonably promptly following the adoption of such change or modification.

(b) Binding Effect of the Agreement . This Agreement shall inure to the benefit of, and be binding upon, the Company, the Recipient and their respective estates, heirs, executors, transferees, successors, assigns and legal representatives.

(c) Provisions Separable . In the event that any of the terms of this Agreement shall be or become or is declared to be illegal or unenforceable by any court or other authority of competent jurisdiction, such terms shall be null and void and shall be

deemed deleted from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect.

(d) Notices . Any notice in connection with this Agreement shall be deemed to have been properly delivered if it is in writing and is delivered by hand or by facsimile transmission or sent by registered certified mail, postage prepaid, to the party addressed as follows, unless another address has been substituted by notice so given:

To the Recipient: To the Recipient’s address as set forth on the signature page hereof.

To the Company: TravelCenters of America LLC

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Attn: Secretary

(e) Construction . The headings and subheadings of this Agreement have been inserted for convenience only, and shall not affect the construction of the provisions hereof. All references to sections of this Agreement shall be deemed to refer as well to all subsections which form a part of such section.

(f) Employment Agreement . This Agreement shall not be construed as an agreement by the Company, the Manager or any affiliate of the Company or the Manager to employ the Recipient, nor is the Company, the Manager or any affiliate of the Company or the Manager obligated to continue employing the Recipient by reason of this Agreement or the grant of Shares to the Recipient hereunder.

(g) Applicable Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws of such state.

(h) Binding Arbitration . Any disputes regarding this Agreement, the granting or vesting of any shares of the Company and/or any related matters shall be settled by binding arbitration in accordance with any Mutual Agreement to Resolve Disputes and Arbitrate Claims between the Recipient and the Company or in accordance with procedures set forth in any Mutual Agreement to Resolve Disputes and Arbitrate Claims between the Recipient and the Manager. In the absence of such an agreement, any such claims or disputes shall be resolved through binding arbitration before one arbitrator conducted under the rules of JAMS in Boston, Massachusetts.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed, under seal, as of the date first above written.

TRAVELCENTERS OF AMERICA LLC

By:_____________________________

Name: Andrew J. Rebholz


Title:	Executive Vice President, Chief Financial Officer and Treasurer

RECIPIENT:

________________________________

[Name]

[Address]

Exhibit 10.64

[***]Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

WEX MERCHANT ACCEPTANCE AGREEMENT

This Agreement is made by and between TA Operating LLC (“MERCHANT”), a Delaware limited liability company with its principal place of business at 24601 Center Ridge Road, Westlake, OH 44145, and WEX INC. , a Delaware corporation with its principal place of business at 97 Darling Avenue, South Portland, Maine 04106, (“WEX”). This Agreement supersedes all previous agreements in place between the parties and their respective affiliates and subsidiaries, and any modifications shall be in writing and mutually agreed upon by the respective parties listed above.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties to this Agreement hereby agree as follows:

1.1 DEFINITIONS


A.	“Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday but excluding any day when banks in Utah and/or New York are generally closed for business.

“Card” or “Cards” shall mean the charge cards, virtual card numbers, or other approved account access devices which are described on Exhibit B attached hereto and made a part hereof. Notwithstanding the foregoing, WEX shall be permitted to change the name of a Card from that described on Exhibit B provided that such successor Card shall be subject to the same terms and conditions of this Agreement (including, without limitation, the WEX fees and transaction types (i.e., Local and OTR)) as its predecessor.


C.	“Cardholder” shall mean the holder of the Card.


D.	“Card Sale” shall mean any transaction involving the use of any Card at a Distribution Site to purchase a Product.


E.	“Card Sale Procedures” shall mean the WEX Card Sale Procedures attached as Exhibit A-1 hereto and EFS Card Sale Procedures attached as Exhibit A-2 hereto.


F.	“Chargeback” means that a posted sale has been disputed and the amount of such sale will be deducted from the pending settlement in accordance with the provisions contained in the applicable Card Sale Procedures.


G.	“Confidential Information” shall include, without limitation, software, processes, trade secrets, financial information, customer lists, inventions, technical data, developments, pricing, drawings, business plans, schedules, test marketing data, marketing plans of either party which shall be proprietary and confidential.

“Distribution Sites” means the retail locations operated by MERCHANT. Sites which use Merchant’s brand names but which are independently owned distributor, dealer or franchisee sites (collectively, “Franchise Sites”) shall have the right and option to accept Cards under terms compliant with this Agreement, but WEX shall be required to enter into their own acceptance agreements for these sites and Merchant shall have no liability with respect to the Franchise Sites or WEX’s obligations thereunder.


I.	“Effective Date” means November 7, 2016.


J.	“Local Transaction” shall mean a fuel transaction (gasoline and diesel) that is processed on the front islands (fore-court and not the commercial diesel islands) of a Distribution Site.


K.	“Over the Road Transaction” or “OTR Transaction” shall mean a diesel transaction that is processed on the truck diesel islands (sometimes referred to as the “back” or “commercial” diesel islands of a Distribution Site.

“Prior Agreements” means (i) Fleet One Merchant Services Agreement dated January 12, 2012, as amended, between Merchant and Fleet One, LLC, (ii) EFS Transportation Processing Services Inc. Processing Agreement between Petro Stopping Centers, L.P. (Merchant’s predecessor in interest) and EFS Transportation Services, Inc. (“EFS”) dated April 1, 2003, as amended, (iii) Truck Stop Master Operating Policies and Procedures Contract between Merchant and EFS dated January 1, 2002, as amended, and Card Acceptance Agreement between Merchant and TA/TCH LLC dated April 30, 2008.


M.	“Products” for the purposes of this Agreement, shall mean and include motor fuel, motor oil, repairs, tires and merchandise. Products shall exclude gift cards, non-WEX branded prepaid cards, lottery tickets or other games of chance.


N.	“WEX Fees” shall mean the fees charged by WEX to Merchant for processing Card Transactions, as more particularly described in Exhibit B.

1.2 HONORING CARDS


A.	MERCHANT shall in full compliance with this Agreement honor at its Distribution Sites in the United States and Canada, any Card properly presented for the purchase of Products based upon the Card Sale Procedures.


B.	Each Card Sale shall be deemed to create a sales draft issued by the Cardholder and instructing the card issuer to pay MERCHANT. WEX shall honor such sales drafts issued in conformity with the terms and conditions set forth herein.


C.	This Agreement shall not apply to Local Transactions on gasoline and diesel islands at a Distribution Site that are branded (by a major oil company, such as Shell, BP, Exxon, etc.) to the extent (and only to the extent) that Merchant accepts a Card through an agreement with such brand.


D.	An approved card issuer is an entity that has entered into an agreement with WEX to issue WEX branded cards and is the party that has a direct credit or prepaid card relationship with the fleet customer or Cardholder. It is understood that approved card issuers may include subsidiaries and affiliates of WEX Inc. as well as other third party issuers.

As settlement agent and servicer for its approved card issuers, including WEX Bank, WEX shall make all payments to MERCHANT on behalf of such approved card issuers. WEX, as each approved card issuer’s servicer, shall be responsible for all of such card issuer’s communications with MERCHANT. Except for its or their obligations to pay MERCHANT, WEX shall not have any rights, duties, or liabilities as principal hereunder for Cards not issued by WEX or its subsidiaries of affiliates.

2.1 CARD SALES

MERCHANT agrees to comply with the Card Sale Procedures, and any related technical specifications regarding card acceptance provided in writing to Merchant by WEX. The technical specification provides requirements for both the point of sale equipment and the network host for all Cards (“WEX Technical Specification”). WEX reserves the right to amend, modify or supplement the WEX Technical Specification, [***]. MERCHANT agrees to adopt any such amendments or changes to the WEX Technical Specifications based upon a mutually agreed upon timeframe so that MERCHANT remains on the most up-to-date specification as required by WEX, provided, however, that if adopting such amendment or

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changes will require MERCHANT to make a capital investment that MERCHANT considers, in its sole discretion, material, MERCHANT shall have the right to terminate this Agreement upon notice given to WEX.


B.	WEX shall remit to MERCHANT [*], for all Card Sales under this Agreement as well as providing MERCHANT with reporting in a form agreed by WEX and Merchant through a [] settlement file so that MERCHANT may allocate payments as appropriate to its Distribution Sites. Notwithstanding the foregoing, WEX shall provide a separate payment to Merchant’s sites located in [**].


C.	WEX reserves the right to terminate acceptance at a Distribution Site if such Distribution Site does not remain compliant with the terms of this Agreement or if in WEX’s sole discretion, continued acceptance at the Distribution Site poses financial or reputational risk to WEX.

2.2 FEES


A.	MERCHANT shall pay to WEX the WEX Fees.


B.	[***]

2.3 MISCELLANEOUS MERCHANT RESPONSIBILITIES


A.	Notwithstanding that WEX provides MERCHANT with a variety of reports for the Card Sales that WEX processes, MERCHANT agrees that it shall still maintain its own records of the Card Sales.


B.	WEX shall not be responsible for collecting, paying or reporting taxes, fees or other charges related to purchases made using Cards such as but not limited to sales and use taxes that are incurred by MERCHANT. This section does not apply to the obligations of the parties as more fully described in Sections 5.1 and 5.2 related to federal and state fuel tax exemptions.


C.	MERCHANT shall review any reports provided by WEX regarding the Card Sales promptly upon receipt and shall notify WEX within [***] of the date of the report as to any mistakes contained therein. Failure to do so shall be deemed MERCHANT’s acceptance of the report as complete and satisfactory performance of WEX under this Agreement.

MERCHANT is responsible for the correction of all Card Sales that have been identified by WEX as having Merchant errors. Uncorrected Card Sales will not be processed by WEX after [***] that WEX reported to MERCHANT the processing error. MERCHANT can elect in writing to have WEX correct the errors on MERCHANT’S behalf based upon information provided by MERCHANT. Such services will be performed at [***].


E.	MERCHANT shall provide WEX with a list of its locations, which shall be updated as necessary and prior to transmitting Card Sale data from a new location.

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3.1 PAYMENT FOR CARD SALES BY WEX


A.	WEX shall pay MERCHANT for each Card Sale processed by WEX less any WEX Fee. Payment shall be made by WEX by [***] in accordance with terms set forth on Exhibit B.

3.2 REPORTS


A.	WEX shall provide MERCHANT or its designee, reports in a form mutually agreed between Merchant and WEX for Card Sales and the amounts paid to MERCHANT through [*] settlement reports in an agreed form which may include, but not be limited to, information related to the [*].

WEX shall use best efforts to provide accurate and complete reports, based upon the data transmitted to WEX by MERCHANT. In the event that incorrect data was provided resulting in a correction to payment, WEX will adjust any payments to MERCHANT as required based upon the receipt of corrected data from the MERCHANT provided that such correction is requested in accordance with Section 2.3.0 or 2.3.D.


C.	In the event that MERCHANT requests a custom report or custom file layout, such reports may be created by mutual agreement of the parties. Additional fees may be charged to MERCHANT for the creation and maintenance of custom reporting files and will be charged only upon the agreement of the parties.

4.1 REPRESENTATIONS AND WARRANTIES


A.	The parties each hereby represent and warrant:


i.	They are duly organized, validly existing and in good standing under the laws of their state of their organization and have all governmental approvals, licenses, filings or permits necessary to conduct their business and enter into and perform this Agreement;


ii.	The Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.


B.	In addition, MERCHANT represents and warrants as to each Card Sale reported to WEX:


i.	it represents a bona fide Card Sale of Products sold and delivered in the ordinary course of business for the total sales price reported by MERCHANT to WEX;


ii.	MERCHANT shall have performed all of its obligations to the Cardholder in connection with the Card Sale;


iii.	it involves no other Card Sale than the one described therein;


iv.	each Product had quality and grade as represented by MERCHANT;


v.	(for in-store Card Sales only) MERCHANT shall have taken commercially reasonable steps to [***]; and,

Page 4 of 19


vi.	all electronically or telephonically or hardware generated invoices, receipts, records or memoranda of sales shall in fact be genuine and not forged or unauthorized.


C.	WEX hereby disclaims any and all warranties, express or implied, concerning card processing services covered by this Agreement including all warranties of merchantability and fitness for a particular purpose.

4.2 LIABILITIES


A.	The parties shall be liable to the other for actual damages resulting from a breach of this Agreement whether due to the performance or failure to perform by a party.


B.	Notwithstanding the foregoing, the parties shall not be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits even if the parties have knowledge of the possibility of such damages.

5.1 CREDIT CARD ISSUER EXEMPTIONS (FEDERAL EXCISE TAX AND SOME STATES)


A.	WEX provides net billing of the federal excise taxes on gasoline and diesel fuel in accordance with the Safe, Accountable, Flexible, and Efficient Transportation Equity Act of 2005 as well as net billing for certain motor fuel taxes for those states that have adopted similar rules which allow the credit card issuer to facilitate exemptions to qualified tax exempt fleets (“Exempt Fleet”).


B.	MERCHANT shall be paid for Card Sales with the applicable taxes included and shall pay its Distribution Sites with applicable taxes included when WEX is administering the exemption.


C.	WEX will obtain from each Exempt Fleet copies of relevant tax exemption documentation necessary for the Exempt Fleet to demonstrate its tax-exempt status.

5.2 OTHER STATE AND LOCAL TAX EXEMPTIONS


A.	For tax jurisdictions except for those noted in Section 5.1 above, MERCHANT agrees to sell fuel to certain pre-qualified tax-exempt fleets net of any state, county or local taxes on motor fuel. WEX will obtain from each Exempt Fleet copies of relevant tax exemption documentation necessary for the Exempt Fleet to demonstrate its tax-exempt status.


B.	MERCHANT is responsible for providing WEX with the Card Sale data.


C.	WEX will calculate the amount of tax to be exempted based on the Card Sale data provided by MERCHANT for each applicable taxing jurisdiction. All tax-exempt Card Sales will be reported to WEX by MERCHANT in the amount of the full purchase price inclusive of all applicable taxes.


D.	WEX shall pay MERCHANT net of all taxes from which the Exempt Fleet is qualified for the exemption and for which MERCHANT has agreed to provide the exemption.


E.	WEX will provide MERCHANT, on or before [***].

5.3 ALLOCATION OF LIABILITY (ALL TAXES)

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Notwithstanding any other provision contained in this Agreement, liability and loss with respect to any taxes, penalties, interest or other assessments arising out of incorrect tax exemption processing or documentation provided shall be allocated as follows:


A.	WEX shall be responsible for tax losses that result from errors in data processing, including errors in establishing the qualification of an Exempt Fleet or calculating the amount of tax that may be exempted.


B.	MERCHANT shall be responsible for tax losses which arise from errors by WEX based on incorrect information and data provided by MERCHANT, including, but not limited to, incorrect product codes or site information.


C.	If MERCHANT incurs a tax loss for which WEX is not liable hereunder, WEX will assist MERCHANT, as appropriate, in attempting to collect from the Exempt Fleet and/or filing a refund claim, as appropriate.

6.1 ADDITIONAL FEATURES SPECIFIC TO OTR ACCEPTANCE

Direct Bill Transactions: In connection with OTR Transactions, MERCHANT may transmit Card Sales to WEX that are initiated using a Card, but for which Merchant has entered into its own independent agreements with the fleet customer to bill directly (“Direct Bill Transactions”). WEX shall remit these transactions to Merchant for Merchant to bill the fleet directly. Merchant agrees and understands that Merchant is responsible for any and all fraud or credit losses associated with these transactions.

Cash Advance: In order to facilitate providing Cardholders with cash advances, Merchant may accept either a Card approved for OTR Transactions or a check which has been provided to Merchant by WEX. In the event that checks are provided, Merchant shall adhere to the authorization and acceptance procedures provided on the check or in writing by WEX. Merchant agrees to take all commercially reasonable efforts to secure such checks in their possession.

7.1 TERM


A.	Initial Term: This Agreement shall commence upon the Effective Date, and unless sooner terminated pursuant to the provisions of Section 7.2 hereof, shall remain in effect for sixty (60) months.


B.	Renewal Term: Unless sooner terminated pursuant to Section 72 below, this Agreement shall automatically renew for additional twenty-four (24) month terms immediately upon expiration of the term then in effect.

7.2 TERMINATION


A.	Any party may terminate this Agreement upon the occurrence of any of the following:


i	Notice given by either party that it desires to terminate effective at the end of the term then in effect at least six (6) months prior to the expiration of the term then in effect;

ii.

the failure of a party to comply with any of the material covenants or the material terms, conditions, agreements and limitations set forth in this Agreement, and such failure continues for more than thirty (30) days following written notice from the other party(s) and corrective action is not undertaken and diligently pursued or, if the nature of such failure is such that it cannot reasonably be cured in 30 days;


iii.	any representation or warranty made in connection with this Agreement shall prove to be false or misleading in any material respect and is not cured after thirty (30) days written notice, which may

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include MERCHANT’S compliance with its chargeback obligations as defined in the Card Sale Procedures;


iv.	the making of an assignment for the benefit of creditors or the institution of any bankruptcy or insolvency proceeding by a party or the institution by a third party of any bankruptcy proceeding against a party hereto which is not dismissed within sixty (60) days; or,


v.	the dissolution or termination of operations of a party other than in connection with a merger or sale of substantially all of such party’s assets;


vi.	a party’s failure to comply with all applicable and material legal and regulatory requirements, whether federal or state; or


vii.	a party’s intentional misrepresentation or fraud in relation to its performance under this Agreement.

Merchant shall have a right with two (2) days advance notice to terminate this Agreement in the event that WEX does not make settlement payments for undisputed amounts in accordance with the terms of this Agreement provided that such termination shall not be Merchant’s exclusive remedy for such failure; provided, however, that in any rolling twelve (12) month period, Merchant’s termination right for the first and second such late settlement payment shall be delayed so that it is exercisable on the tenth (10th) day. In all cases of undisputed settlement payments not paid when due, WEX shall pay to Merchant [***].

If Merchant ceases to operate a Distribution Site (but not all or substantially all of Merchant’s business, which shall be governed by Section 8.1(B)(ii) below), MERCHANT shall immediately notify WEX whereupon WEX shall stop authorizing Card Sales and no longer process transactions subsequent from the notice date. If it is found that the operation of a Distribution Site has changed without notice, WEX reserves the right to terminate the Agreement with respect to such Distribution Site.


D.	Upon termination of this Agreement, MERCHANT shall:


i.	cease entering into Card Sales using the Card or Cards with respect to the Distribution Site(s) as to which this Agreement is terminated;


ii.	cease promoting Card Sales or acceptance of Cards including removing all decals or signage indicating acceptance from the Distribution Sites; and;


iii.	return any unused materials or supplies issued by WEX with respect to any Card.


E.	Termination shall not affect any party’s respective rights, duties or obligations hereunder with respect to pre-termination Card transactions.

8.1 ENTIRE AGREEMENT/ASSIGNMENT


A.	Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby. This Agreement may be altered or amended only by a signed written agreement of the parties.

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B.	Assignment:

Assignment by WEX: WEX may not assign or transfer this Agreement, in whole or in part, by operation of law, sale of assets, merger, consolidation or a change of control in the aggregate of 50% or more of the ownership, voting, membership or other indicia of ownership or control from that which exists as of the date of this Agreement, then WEX will provide written notice to Merchant and request Merchant’s written consent thereto, which consent shall not be unreasonably withheld. If Merchant withholds its consent to an assignment or transfer, WEX may still proceed with such assignment or transfer whereupon Merchant shall have the option to terminate this Agreement after providing WEX with no less than 180 days prior written notice. Notwithstanding the foregoing, Merchant’s consent shall not be required in connection with an assignment of this Agreement to a wholly owned subsidiary or affiliate of WEX.

ii.

Assignment by Merchant If Merchant assigns or transfers this Agreement, in whole or in part, by operation of law, sale of assets, merger, consolidation or a change within any 12 month period in the majority of Merchant’s board of directors which change is not approved by the board of directors of Merchant holding office prior to such change, then Merchant will provide written notice to WEX and request WEX’s written consent thereto, which consent will not be unreasonably withheld. If WEX withholds its consent to an assignment or transfer Merchant may still proceed with such assignment or transfer whereupon WEX shall have the option to terminate this Agreement after providing Merchant no less than 180 days prior written notice. Notwithstanding the foregoing, WEX’s consent shall not be required in connection with an assignment of this Agreement to a wholly owned subsidiary or affiliate of Merchant.


iii.	Assignee Bound. Any party for which this Agreement is assigned shall be bound to the terms of the Agreement to the same extent as the parties named herein.


C.	As part of any assignment, change in ownership, change in organizational structure (i.e. change from sole proprietor to partnership) or change in control, MERCHANT shall provide WEX with an updated W-9 validating their proper legal name change and tax identification number.

8.2 SEVERABILITY AND WAIVERS OF PROVISIONS

The fact that any provision of this Agreement may prove to be invalid or unenforceable under any law, rule or regulation of any governmental agency, shall not affect the validity or enforceability of any other provisions of this Agreement. The waiver of any term, condition or right under this Agreement by any party shall not waive any other term, condition or right, or the same term, condition or right on any other occasion.

8.3 FORCE MAJEURE

The parties shall not be liable for failure to timely perform obligations hereunder if such performance is interrupted or delayed by reason of floods, fires, earthquakes, strikes, civil commotions, acts of war or other extraordinary or unexpected manifestations of physical occurrences which cannot be prevented by the exercise of reasonable diligence or ordinary care,

8.4 CONFIDENTIALITY AND DATA SECURITY

The parties agree that it is in their mutual best interest to maintain the confidentiality of the provisions of this Agreement and accordingly, agree that they will not, without the written consent of the other, intentionally disclose the terms hereof, including without limitation, the price terms (unless required by court order or other governmental authority) and that all such terms shall be held in confidence and revealed only to employees, agents, lenders or other persons having a need to know such terms in the course of such person’s employment or business relationship with such party.

Page 8 of 19


B.	Merchant acknowledges that it may become aware of WEX’s customers and details concerning their purchase transactions and Merchant agrees to keep such information confidential and that such information shall be revealed only to employees, agents, lenders or other persons having a need to know such terms in the course of such person’s employment or business relationship with Merchant.

WEX acknowledges that it may become aware of Merchant’s customers and details concerning their purchase transactions and agrees that WEX will not solicit, directly or through any affiliate of WEX, Merchants customers provided however, that this Section shall not be construed to restrict or prohibit WEX from identifying and engaging trucking companies using some criteria other than being a Merchant customer for the marketing, promotion and sales by WEX of WEX’s various billing and other services and systems and that the foregoing does not prohibit WEX from accepting the request of a Merchant customer to use or convert to a WEX billing or other service or system.

The parties further agree that any obligations to protect Confidential Information is set forth herein shall survive termination of this Agreement for a period of three years, except that as to any Confidential Information designated in writing by the disclosing party to be a “trade secret”, such obligations shall continue indefinitely unless otherwise agreed in writing by the disclosing party.


E.	MERCHANT agrees that WEX may publish MERCHANT’S posted retail prices provided that in any such publication WEX is publishing the comparable (e.g., cash and/or credit) posted retail prices of similarly situated merchants.

The parties each agree to establish security procedures in order to safeguard Card Sale data and Cardholder information. Such procedures shall be compliant with all applicable data security laws and regulations. In the event of a breach or compromise of a party’s systems resulting in a loss or theft of information (including cardholder information), or if such a breach or compromise is suspected, the impacted party shall immediately notify the other parties to this Agreement and shall indemnify, defend and hold harmless the other party to the extent that they were responsible for the breach of the Card Sale or Cardholder data.

8.5 LICENSING OF TRADEMARKS OR SERVICEMARKS

Both parties own certain trademarks and service marks (“Marks”), which may be used by each other on marketing materials used in connection with the acceptance of Cards and in WEX’s standard marketing presentations identifying MERCHANT as a WEX accepting merchant (“Program Materials”). The party granting the license in the use of their Marks to the other party is referred to as the “Licensor”. The party receiving the benefits of the license in the other party’s Marks is referred to as the “Licensee”.


C.	Licensor hereby grants to Licensee, a limited non-exclusive, royalty free and non-transferable license to use certain trademarks and service marks of Licensor for the purpose of affixing such Marks to the any Program Materials developed for the Licensee in accordance with the terms of this Agreement.

Licensee shall not in any manner represent that it has any ownership in the Licensor’s Marks or any registrations thereof. Licensee acknowledges that use of the Marks shall not create in Licensee’s favor any right (other than the limited rights of use granted pursuant to this license), title or interest in, or to, the Marks and that use of the Marks by the Licensee inures to the benefit of the Licensee only to the extent of the limited rights and interests set forth in this Agreement, otherwise use of the Marks by Licensee inures to the benefit of the Licensor.

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8.6 GOVERNING LAW

This Agreement shall be governed and construed by the internal laws of the State of Delaware (without reference to choice of law rules).

8.7 AUDIT/FINANCIAL STATEMENTS

Each party, at its sole expense, shall have the right to audit the books and records of the other party relating to such party’s performance of this Agreement. All audits shall be conducted in accordance with professional auditing standards and during normal business hours and the requesting party shall provide at least fifteen (15) days advance notice of their intent to audit. The audited party shall fully cooperate with the auditing party to accomplish the audit as expeditiously as possible. Any audit shall be limited in scope to no more than twelve (12) months prior to the date of the actual audit.

MERCHANT agrees, if requested by WEX, to furnish WEX with an income statement and statement of cash flows for the applicable fiscal year and a balance sheet, footnotes to the financial statements and auditor’s opinion letter, if applicable, prepared in accordance with generally accepted accounting principles, consistently applied, and which shall be in accordance with the books and records of MERCHANT. Provided that Merchant (or the entity that wholly owns Merchant) remains a publicly traded company, WEX will obtain all information from public sources.

8.8 NOTICE.

Wherever in this Agreement it is required or permitted that notice or demand be given or served by either party to or on the other, such notice or demand shall be in writing and shall be given or served and shall not be deemed to have been duly given or served unless (a) in writing; or (b) either (1) delivered personally, (2) deposited with the United States Postal Service, as registered or certified mail, return receipt requested, bearing adequate postage, or (3) sent by overnight express courier (including, without limitation, Federal Express, DHL Worldwide Express, Airborne Express, United States Postal Service Express Mail) with a request that the addressee sign a receipt evidencing delivery; and (c) addressed to the party at the address below. Either party may change such address by written notice to the other. Service of any notice or demand shall be deemed completed forty-eight (48) hours after deposit thereof, if deposited with the United States Postal Service, or upon receipt (or upon refusal of delivery or confirmation of inability to deliver) if delivered by overnight courier or in person.



If to Merchant:	If to WEX:

TA Operating LLC 24601 Center Ridge Road Westlake, OH 44145 Attention: Chief Executive Officer	WEX Inc. 97 Darling Ave. South Portland, ME 04106 Attn: Senior Vice President Fleet

with a copy to:

TA Operating LLC 255 Washington Street Newton, MA 02458 Attention: General Counsel	WEX Inc. 97 Darling Ave. South Portland, ME 04106 Attention: General Counsel

8.9 OTHER AGREEMENTS


A.	MERCHANT hereby consents to WEX granting to their principal financing source(s) a security interest in and collateral assignment of this Agreement and acknowledges that, upon the occurrence of an event of default under the applicable loan documents in connection with the present or future financing

Page 10 of 19

arrangements between WEX and the financing source, such financing source shall have all of the rights of WEX and, with respect to amounts owed to Merchant, Merchant shall have the same rights against the financing source as it would WEX.


B.	This Agreement shall become effective on the Effective Date. [***].


C.	[***]

APPROVED

By Ann Randall at 5:52 pm, Nov 04, 201 6

NOW THEREFORE, the parties hereto, each acting under due and proper authority, have caused this Agreement to be executed as of the day and year set forth below.



WEX INC.				TA Operating LLC


By:	Brian Fournier			By:	/s/Thomas M O’Brien
Title:		VP, Merchant		Title:		CEO
Signed:			/s/ Brian Fournier	Signed:			/s/ Thomas M O’Brien
Date:		11/5/16		Date:		11-4-16

Page 11 of 19

EXHIBIT A-1
CARD SALE PROCEDURE
WEX Universal and FleetOne

The following are the Card Sale Procedures for WEX Universal, WEX Crossroads and FleetOne Cards only. For the Card Sale Procedures for EFS and T-Chek Cards, please refer to - Exhibit A-2.

1.1 METHOD OF TRANSMISSION OF CARD SALES TO WEX


A.	MERCHANT shall have the necessary equipment to permit the electronic acceptance of the Card at its Distribution Sites including but not limited to their point of sale equipment and networking services.


B.	MERCHANT shall collect and transmit the Card Sale data in accordance with the WEX Technical Specification. Merchant shall obtain from WEX the necessary acceptance certification for its network and equipment that will be used for processing sales transaction.

1.2 MANUAL CARD SALE PROCEDURES

If MERCHANT is unable to obtain an electronic or digital authorization for a Card Sale because WEX’s communication facilities are not operable, MERCHANT may either decline to accept the Card Sale or may capture the sales transaction through the use of a suitable imprinter to legibly imprint the Cards on the sales slip and requiring the cardholder to sign the sales receipt (“Manual Card Sale”).


B.	MERCHANT shall obtain all information required in Section 1.3.A below for Manual Card Sales. MERCHANT shall take all commercially reasonable efforts to protect Manual Card Sale data from fraud or misuse.


C.	In the event that MERCHANT allows a Manual Card Sale, it may obtain an authorization code from WEX. In such case, WEX reserves the right to assess the Manual Transaction Fee set forth in Exhibit B .


D.	If Merchant accepts a Manual Card Sale without first obtaining an authorization code from WEX, the Merchant may still accept the Card for payment; however Merchant shall contact WEX as soon as communication with the WEX authorization facilities can be re-established.


E.	When submitting a Manual Card Sale for processing, MERCHANT shall include the authorization or other approval code it received from WEX when submitting the completed Card Sale to WEX for processing.

If MERCHANT accepts a Manual Card Sale without receiving an authorization code, WEX’s liability shall be limited if the Cardholder does not pay for such Card Sale to $[***] per transaction and $[***] per day per Distribution Site. WEX reserves the right to change these limits from time to time, upon prior written notice. Manual Card Sales that exceed these limits shall be at the credit risk of MERCHANT.

1.3 MINIMUM CARD SALE PROCESSING REQUIREMENTS


A.	Card Sale data sent to WEX shall include: [***] and any other information as WEX and MERCHANT may mutually agree upon in writing.


B.	Other than as set forth in Section 1.2.F above, all Card Sales require an authorization or approval from WEX. MERCHANT shall request such authorization from WEX for the total Card Sale amount prior to sending the Card Sale to WEX for processing.


C.	WEX does not provide pre-authorizations, nor does it place available credit on “hold”. [***].


D.	WEX does not provide payment to merchants based upon receipt of information during the authorization process. MERCHANT is still required to submit the completed Card Sale, including the authorization or other approval code, to WEX. Obtaining an authorization without submitting the completed Card Sale to WEX may result in non-payment by WEX for such Card Sale.


E.	MERCHANT shall not accept payment through use of an expired Card or when advised upon authorization inquiry, that the Card is not to be honored.


F.	Merchant shall maintain for [***] a record of all information required in Section 1.3.A above.


G.	Upon request, MERCHANT shall provide the Cardholder with a copy of the transaction receipt documenting the Card Sale. Such receipt shall not include the full account number or driver identification

Page 12 of 19

number printed on the receipt.


H.	[***]


I.	Any Card Sale data received by WEX from MERCHANT by the following times for the following Cards (which shall include cash advance transactions on such Card) shall be treated as having been received on that day.



FleetOne cards:	11:59 p.m. Central Time
Money Code/Plus Check:	11:59 p.m. Central Time

Any Card Sale data received by WEX from MERCHANT by the following times for the following Cards (which shall include cash advance transactions on such Card) shall be treated as having been received on the next business day.



WEX CrossRoads and WEX Universal:	5:00 p.m. Eastern Time


J.	MERCHANT shall not divide the price of goods and services purchased in a single transaction among two (2) or more transaction receipts for billing to WEX.


K.	Merchant must not submit Card Sales until Products are delivered.


L	A Card must be present at the time of purchase. In the event that MERCHANT processes a Card Sale when the Card is not present, MERCHANT bears the risk of the sale being charged back.


M.	MERCHANT shall maintain a record of the Card Sale, including all sales data required for a period of [*]. Upon the reasonable request of WEX, such records shall be provided to WEX within [*] of WEX’s request. Failure to provide the requested record may result in a charge back of the Card Sale to MERCHANT if such failure results in WEX not being able to collect from the Cardholder.

1.4 DATA INPUT AND TRANSMISSION


A.	Merchant is responsible for the data entry of Card Sale information by its personnel, or representatives. All data shall meet the prevailing WEX Technical Specification and shall be in good and usable condition.

If information pertaining to any Card Sale is garbled in transmission such that part or all of the record is likely to vary from what MERCHANT transmitted, WEX may advise MERCHANT of the suspected inaccuracy and request retransmission of the record or other appropriate confirmation. WEX may, with notice to MERCHANT, withhold payment for such Card Sales until the record is retransmitted or MERCHANT provides other appropriate confirmation.

If MERCHANT has not provided WEX with required information or if WEX needs to interpret, verify, or validate a Card Sale, WEX may, withhold payment for such Card Sale until MERCHANT sends WEX the necessary information. WEX may make appropriate adjustments in its settlements with MERCHANT to reflect the receipt or correction of any such Card Sale information. WEX shall provide notice to MERCHANT of any Card Sales that it is not able to process due to errors or missing information through its daily settlement reports.


D.	MERCHANT shall submit all Card Sales to WEX for processing within [*] of the transaction date. WEX may accept transactions up to [*] from the date of the transaction for processing and billing to the fleet, however, reserves the right to chargeback any such transaction that is disputed by a fleet customer.

1.5 CHARGEBACKS

Chargebacks shall be made only for Card Sales (i) that are disputed by Cardholder and for which an authorization was not obtained by Merchant (ii) were for unauthorized Products, (iii) were fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale Procedures were not followed by Merchant. MERCHANT shall remain liable for all outstanding Chargebacks. Notwithstanding the foregoing, there shall be no Chargeback, or the Chargeback shall be reversed, as applicable, if the Cardholder pays WEX and has no further right to dispute the underlying charge or receive its payment back from WEX whether by contract right or regulation.


B.	Any obligation to pay a Chargeback pursuant to this Agreement shall be unconditional and shall not be waived, released or affected by any settlement, extension, compromise of forbearance or other agreement

Page 13 of 19

made or granted by WEX with or to any Cardholder or obligor. Failure to issue a Chargeback with knowledge of a breach of warranty or other defect shall not be deemed a waiver of any of WEX’s rights with respect to such a Card Sale. WEX will expend normal business efforts to pursue remedies against Cardholders but shall not be required to exhaust its remedies against Cardholders or others as a condition precedent to requiring performance by MERCHANT of its obligations hereunder.

1.6 Checks. Cardholders may present a check issued by WEX for the purchase of Products or for cashing. The check should be filled out completely and include an authorization number or other code. MERCHANT may obtain or verify this code using the POS device, or by calling the customer service number listed on the check or the back of cardholders’ actual card. MERCHANT shall follow the verification procedures provided by WEX prior to accepting or cashing the check. Please note that even if there is an authorization number included on the check at the time presented to you, you are still required to validate the authorization number prior to accepting or cashing the check.

Page 14 of 19

EXHIBIT A-2
CARD SALE PROCEDURE
EFS, T-Chek, and EFSTS

The following are the Card Sale Procedures for EFS LLC, T-Chek, and EFSTS Cards only. For the Card Sale Procedures for WEX Universal, WEX Crossroads and Fleet One Cards, please refer to Exhibit A-1.

1.1 METHOD OF TRANSMISSION OF CARD SALES TO WEX


A.	MERCHANT shall have the necessary equipment to permit the electronic acceptance of the Card at its Distribution Sites including but not limited to their point of sale equipment and networking services.


B.	MERCHANT shall collect and transmit the Card Sale data in accordance with the WEX Technical Specification, as applicable to the relevant Card (EFS, T-Chek, or EFSTS). Merchant shall obtain from WEX the necessary acceptance certification for its network and equipment that will be used for processing sales transactions.

1.2 MANUAL CARD SALE PROCEDURES


A.	If MERCHANT is unable to obtain an electronic or digital authorization through the point of sale equipment, MERCHANT may contact WEX to obtain authorization for the transaction via voice authorization (“Voice Authorization Transaction”).


B.	Merchant should not accept a Manual Card Sale without obtaining an authorization code from WEX. If Merchant accepts a Card for payment without receiving an authorization code from WEX, Merchant does so at its own risk, and there is no guarantee that WEX will accept the charge and settle the transaction


C.	In the event that MERCHANT allows a Voice Authorization Transaction—unless such transaction is necessitated by the failure WEX’s communication facilities—WEX reserves the right to assess the [***].

1.3 MINIMUM CARD SALE PROCESSING REQUIREMENTS


A.	Card Sale data sent to WEX shall include: [***].


B.	All Card Sales require an authorization or approval from WEX. MERCHANT shall request such authorization from WEX for the total Card Sale amount prior to sending the Card Sale to WEX for processing.


C.	WEX does not provide payment to merchants based upon receipt of information during the authorization process. MERCHANT is still required to submit the completed Card Sale, including the authorization or other approval code, to WEX. Obtaining an authorization without submitting the completed Card Sale to WEX may result in non-payment by WEX for such Card Sale.


D.	MERCHANT shall not accept payment through use of a Card after the card’s expiration date (if any) or when advised upon authorization inquiry that the Card is not to be honored.


E.	Merchant shall maintain for [***] a record of all information required in Section 1.3.A above.


F.	Upon request, MERCHANT shall provide the Cardholder with a copy of the transaction receipt documenting the Card Sale. Such receipt shall not include the full account number or driver identification number printed on the receipt.


G.	If the Card Sale is not an island card reader transaction (“pay-at-the- pump”), MERCHANT shall require [***]. Cardholder must be present when receiving authorization of transaction


H.	Any Card Sale data received by WEX from MERCHANT by the following times for the following Cards or product (which shall include cash advance transactions on such Card) shall be treated as having been received on that day.



EFS, TChek and EFSTS branded cards:	11:59 p.m. Central Time
Money Code/Plus Check:	11:59 p.m. Central Time


J.	MERCHANT shall maintain a record of the Card Sale, including all sales data required for a period of [*]. Upon the reasonable request of WEX, such records shall be provided to WEX within --- [*] of WEX’s request. Failure to provide the requested record may result in a charge back of the

Page 15 of 19

Card Sale to MERCHANT if such failure results in WEX not being able to collect from the Cardholder.

1.4 DATA INPUT AND TRANSMISSION


A.	Merchant is responsible for the data entry of Card Sale information by its personnel, or representatives. All data shall meet the prevailing WEX Technical Specification and shall be in good and usable condition.

If MERCHANT has not provided WEX with required information or if WEX needs to interpret, verify, or validate a Card Sale, WEX may, withhold payment for such Card Sale until MERCHANT sends WEX the necessary information. WEX may make appropriate adjustments in its settlements with MERCHANT to reflect the receipt or correction of any such Card Sale information. WEX shall provide notice to MERCHANT of any Card Sale that it is not able to process due to errors or missing information through its daily settlement reports.


D.	MERCHANT shall submit all Card Sales to WEX for processing within [*] of the transaction date. WEX may accept transactions up to [*] from the date of the transaction for processing and billing to the fleet, however, WEX reserves the right to chargeback any such transaction that is disputed by a fleet customer.

1.5 CHARGEBACKS


A.	Chargebacks shall be made only for Card Sales (i) that are disputed by Cardholder and for which an authorization was not obtained by Merchant, (ii) were for unauthorized Products, (iii) were fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale Procedures were not followed by Merchant. MERCHANT shall remain liable for all outstanding Chargebacks.

Any obligation to pay a Chargeback pursuant to this Agreement shall be unconditional and shall not be waived, released or affected by any settlement, extension, compromise of forbearance or other agreement made or granted by WEX with or to any Cardholder or obligor. Failure to issue a Chargeback with knowledge of a breach of warranty or other defect shall not be deemed a waiver of any of WEX’s rights with respect to such a Card Sale. WEX will expend normal business efforts to pursue remedies against Cardholders but shall not be required to exhaust its remedies against Cardholders or others as a condition precedent to requiring performance by MERCHANT of its obligations hereunder. Notwithstanding the foregoing, there shall be no Chargeback, or the Chargeback shall be reversed, as applicable, if the Cardholder pays WEX and has no further right to dispute the underlying charge or receive its payment back from WEX whether by contract right or regulation.

Page 16 of 19

Exhibit B
WEX Fee, Settlement
Timing, and Other Fees

WEX Fees and Settlement:


A.	Any amounts due to MERCHANT from WEX as a result of the submission of a sales draft may be paid, at MERCHANTS option, to MERCHANT’S designee, based on the banking information that is provided to WEX. WEX’S payment to MERCHANT’S designee constitutes payment in full to MERCHANT.


B.	For each Card (described below) used by a Cardholder to purchase Product for a particular transaction type (described below), WEX shall pay Merchant [*]. Settlements will be made in batches [*] on the payment schedule below (each a “Settlement”).


C.	Transactions of the same transaction type (funded or direct bill) containing both a cash advance along with other Products (such as fuel) will be considered one transaction and only be charged the WEX Fee applicable to the other Product.



Program		Transaction Type	WEX Fee	Settlement Date from the Posting Date (see sample payment schedule attached as Exhibit B-2)
[***]	[***]	[***]	[***]	[***] business day by ACH
	[***]	[***]	[***]	[***] business day by ACH
		[***]	[***]	[***] business day by ACH
		[***]	[***]	[***] business day by ACH
[***]	[***]	[***]	[***]	[***] business day by ACH

Page 17 of 19



[***]	Funded – Other Products	[***]	[***] business day by ACH



Other

Voice Authorization (provided that such authorization is not required as a result of the unavailability of WEX’s automated authorization system)	[***]
Corporate Settlement	[***]

Page 18 of 19

Exhibit B-1

Sample
Payment
Schedule

TA Settlement Schedule — [***]



[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

Page 19 of 19

Exhibit 10.65

EXHIBIT B-2

REDACTED WEX AMENDMENT

WEX MERCHANT ACCEPTANCE AGREEMENT
Amendment #1

This Amendment Number 1 (this "Amendment") is made to the WEX Merchant Acceptance Agreement dated November 5, 2016, by and between TA Operating LLC ("MERCHANT"), a Delaware limited liability company with its principal place of business at 24601 Center Ridge Road, Westlake, OH 44145, and WEX INC., a Delaware corporation with its principal place of business at 97 Darling Avenue, South Portland, Maine 04106, ("WEX") as follows:


1.	The table set forth on Exhibit B, WEX Fees and Settlement ( the first table directly below Paragraph C) is deleted in its entirety and replaced with the following:



Program	Card	Transaction Type	WEX Fee	Settlement Date from the Posting Date (see example payment schedule attached as Exhibit B-2)
[***]	[***]	[***]	[***]	[***] business day ACH
	[***]	[***]	[***]	[***] business day ACH
		[***]	[***]	[***] business day ACH
		[***]	[***]	[***] business day ACH
[***]	[***]	[***]	[***]	[***] business day ACH
	[***]	[***]	[***]	[***] business day ACH

2. All other terms and conditions of the Agreement remain in full force and effect.

NOW THEREFORE, the parties hereto, each acting under due and proper authority, have caused this Amendment to be executed as of the day and year set forth below.



WEX INC.		TA Operating LLC

By: Brian Fournier		By: Mark R.Young
Title: V.P. Merchant		Title: Executive Vice President & General Counsel
Signed: /s/ Brian Fournier		Signed: /s/ Mark R. Young
Date: 1/4/17		Date: 1/6/17

Exhibit 10.66

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Comdata Merchant Agreement



Company TA Operating LLC d/b/a TravelCenters of America & Petro Stopping Centers		Date
Address 24601 Center Ridge Road, Suite 200		Loc. Code
City, State, Zip Westlake, Ohio 44145		Acct. Code
Area Code and Telephone Number (440) 808-9100		Chain Code
		Corp. Code

This Comdata Merchant Agreement (this “Agreement”) is entered into by and between COMDATA NETWORK, INC. (“Comdata”) and the company named above and its affiliates and subsidiaries (collectively, “Merchant”) and sets forth the terms and conditions pursuant to which Merchant shall participate in the Comdata Network. This Agreement shall be effective December 15 , 2010 (the “Effective Date”).


1.	Network Participation

Merchant shall have the right to participate in the Comdata Network pursuant to the terms and conditions set forth herein and in accordance with written instructional materials, as the same may change from time to time.


2.	Responsibilities of Comdata

Comdata shall:


a)	process all valid Comdata payment methods listed on Schedule A and any future Comdata payment methods [***] (each a “Comdata Payment Method” and collectively, “Comdata Payment Methods”) for Comdata customers for transactions initiated at Merchant locations;


b)	provide [***] user documentation, decals, Comcheks and other such materials necessary for Merchant to process Comdata transactions in accordance with the terms of this Agreement;

make a consolidated settlement disbursement for all Merchant locations (as distinguished from franchised sites) [***] to Merchant for all completed transactions as set forth in Schedule A (other than for Comdata Credit Card transactions which shall be settled in accordance with Subsection 2(d)) and provide settlement reporting to include: (1) gross amount due, (2) transaction charges, (3) equipment charges, and (4) net amount paid to Merchant;


d)	make a consolidated weekly settlement disbursement for all Merchant locations (as distinguished from franchised sites) to Merchant by COMDATA company check for all completed Comdata Credit Card transactions in accordance with Comdata’s Credit Card Program Settlement Procedures and provide reporting by fax of daily credit transactions and weekly credit transaction settlements; and


e)	include Merchant in Comdata’s online directory, GoComchek.com.


3.	Responsibilities of Merchant

Merchant shall:

1 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


a)	honor all valid Comdata Payment Methods tendered for use with any services offered by Merchant and process Comdata Payment Methods for Comdata account holder customers for transactions initiated at Merchant locations;

refrain from any active sales effort to convert customers of Comdata to any other third party billing, debit or credit program, or any active effort to convert such customers to an in-house open account or billing program/system; provided, however, that it is understood that this Section 3(b) does not restrict or prohibit Merchant from maintaining its own billing, debit or credit programs/systems and, provided, further, that Merchant may participate in the billing, debit or credit programs of other third party billing service companies. Additionally, this Section 3(b) shall not be construed to restrict or prohibit Merchant from identifying and engaging trucking companies using criteria other than being a Comdata customer for the marketing, promotion and sales by Merchant of Merchant’s various billing, debit or credit programs/systems or acceptance of other billing, debit or credit systems at Merchant, and in any case, the foregoing does not prohibit Merchant from accepting the request of a Comdata customer to use or convert to a Merchant billing, debit or credit program/system or other service or system or acceptance of another third party billing, debit or credit system on that customer’s behalf;


c)	make available to Comdata’s customers its lowest posted cash price for the services and products provided by Merchant [***];


d)	levy no surcharges on any Comdata payment method [***];


e)	retain receipts of Comdata card based transactions [***] and provide Comdata with a copy of any such receipt upon reasonable request;


f)	pay to Comdata the fees set forth in Schedule A , which is attached hereto and incorporated herein by reference;


g)	[***]


h)	permit publication of information concerning Merchant including the name, location, and type of products and services offered, as updated from time to time.


4.	Procedures

Merchant agrees to abide by the following procedures in processing Comdata transactions:


a)	Upon presentation of a valid Comdata Card, Merchant shall:


1)	legibly complete any invoice presented for such transaction by inserting the date of purchase, vehicle number, hubometer reading, driver’s license number, total cash price, or other information reasonably requested by customer or Comdata as to which Comdata gives prior written notice to Merchant (which notice requirement may be satisfied by appropriate prompts during an electronic transaction);


2)	except for pay at pump transactions, obtain the authorized cardholder’s signature on the invoice;


3)	obtain either an electronic or voice authorization for the transaction from Comdata;


4)	provide the authorization number on the invoice;


5)	complete any other reasonable procedures of which Comdata may notify Merchant in writing from time to time;


6)	give the cardholder the original invoice and maintain a copy thereof for a period of at least six (6) months.


b)	Upon presentation of a Comdata Express Comchek draft or a code, Merchant shall:


1)	obtain either an electronic or voice authorization for the transaction in accordance with Comdata’s written instructional materials;


2)	remove the draft from the printer and confirm the amount, payee, and printed draft number;

2 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


3)	[***]


4)	complete any other reasonable procedures of which Comdata may notify Merchant in writing from time to time;


5)	cash the draft for the indicated amount.


c)	It is expressly understood and agreed that Comdata shall have the right to refuse to accept any transaction, or having authorized any transaction, the right [*] to have returned to it any payments made to Merchant for any transaction submitted by Merchant, in the event [*] any of the following occur:

1) Merchant has failed to complete any of the procedures set forth in Paragraph 4 of this Agreement or contained in Comdata’s written instructional materials previously provided;

2) the transaction refers to an account or card which Comdata notified Merchant not to honor during the authorization process;

3) [***];

4) an authorization number was not obtained by Merchant from Comdata;

5) there has been negligence, fraud, or dishonesty on the part of Merchant in processing a transaction which results in the failure or refusal of Comdata’s customer to make payment to Comdata; or

6) [***].


5.	[***]

[***]


6.	[***]

[***]

(a) [***]

(b) [***]

(d) [***]


(i)	[***]


(ii)	[***]


(iii)	[***]


(iv)	[***]

[***]

3 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


7.	Reporting as to the Comdata Network

Consistent with the manner and form in effect as of the date hereof, Comdata shall provide Merchant’s headquarters office with the following data transmissions and/or reports:

(a) [***]

(b) [***]

[***]

4 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


8.	Term of Agreement

This Agreement shall remain in effect for a period beginning on the Effective Date and expiring on January 2, 2016. [***] Notwithstanding the term of this Agreement, in the event either party defaults in the performance of any material obligations, covenants, or conditions contained in this Agreement, and does not cure such default within thirty (30) days following receipt by such party of written notice describing such default from the other party to this Agreement, or becomes insolvent, bankrupt, or goes into receivership, the other party shall have the right, in its sole discretion, to terminate this Agreement immediately. Upon termination of this Agreement for any reason, each party shall immediately cease the use or display of any of the other party’s trademarks, tradenames, and/or service marks.


9.	Equipment and Reports

Comdata shall supply Merchant with the equipment set forth in Schedule A and with the software and reports available with such equipment as set forth in the Comdata user documentation. Merchant shall make monthly payments to Comdata in exchange for such equipment, software, and reports as set forth in Schedule A . It is agreed that the equipment and software provided herein is, and at all times shall remain, the property of Comdata, and, in the event of the termination of this Agreement, it shall be returned by Merchant to Comdata in the same condition in which it was received, ordinary wear and tear excepted.


10.	Notices

All written notices required to be given by this Agreement shall be deemed to be duly given when delivered personally or two business days after sent by recognized overnight courier, to Comdata, 5301 Maryland Way, Brentwood, TN 37027, Attn: President, with a copy to the attention of General Counsel, or to Merchant at the address listed on the front of this Agreement, with a copy to the attention of General Counsel at 400 Centre Street, Newton, MA 02458.


11.	Right of Setoff

Comdata shall have the right to setoff and apply any amounts owing by Comdata to Merchant hereunder against any non-disputed past due amounts owing from Merchant to Comdata, including, without limitation, amounts that are not in dispute and are owed for services that Comdata provides to Merchant under other agreements.


12.	Limitation of Liability; Force Majeure.

Either party will be liable only for direct damages if it fails to exercise ordinary care. In no event shall either party be liable for any special, punitive, indirect, consequential or exemplary damages (including, not limited to, lost profits), even if it has been advised of the possibility of these damages. This provision shall survive the termination of this Agreement as to matters that occurred during its term.

5 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Neither party shall be liable for any failure to perform due to acts of God, acts of government authorities, war, acts of terrorism, fires, floods, explosions or other natural catastrophes, civil disturbances, strikes, riots, unusually severe whether such as tornadoes, or failure or fluctuations in electrical power, telecommunications equipment and services, heat, light or air conditioning (“Force Majeure”). In such event, the performance of such party’s obligations shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the obligation. The parties shall use their best reasonable efforts to minimize the consequences of Force Majeure.


13.	Miscellaneous Provisions


a)	[***]

Each party agrees that all confidential and proprietary information of the other, including, without limitation, the terms of this Agreement, data relating to the type, volume, pricing, location or customer identities with respect to transactions (all such confidential and proprietary information “Confidential Information”) will be held and treated in confidence. No party shall, without the prior written consent of the affected party, disclose such party’s Confidential Information in any manner whatsoever, in whole or in part, and/or use such information, or permit its affiliates, agents or employees to disclose or use such information, other than in connection with the performance of its obligations under this Agreement and, in any event, not in any way directly or indirectly detrimental to the affected party. For purposes of this Agreement, Confidential Information will not include (1) information which was already in the public domain, (2) information known or obtained by the party not claiming confidentiality from someone other than the party claiming confidentiality and not known by such party to be deemed confidential by a contractual, legal or fiduciary obligation, (3) used in any dispute resolution forum between the parties hereto, provided the disclosing party takes all available precautions to preserve the confidentiality of such information in such forum and (4) required to be disclosed by law or judicial mandate. For the avoidance of doubt and not as a [***]


c)	In the event either party shall engage an attorney to enforce, protect, or preserve any rights it might have under this Agreement, the prevailing party in such suit shall be entitled to recover its reasonable attorney’s fees and associated costs, in addition to any other relief to which it may be entitled.


d)	No waiver by either party of any breach of any of the covenants or conditions herein contained to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or any other covenant or condition.


e)	This Agreement and the Schedules attached hereto constitutes the entire Agreement between parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, and writings.


f)	Except as otherwise set forth herein, this Agreement may not be released, discharged, changed, or modified except by an instrument in writing, duly executed by each party hereto. This provision may not be waived.


g)	This Agreement shall be construed in accordance with the laws of the State of Tennessee without regard to its conflict of law rules.


h)	If any provision in this Agreement is held to be inoperative, unenforceable or invalid, such provision shall be inoperative, unenforceable or invalid without affecting the remaining provisions, and to this end the provisions of this Agreement are declared to be severable.


i)	The terms and provisions of this Agreement shall be binding upon and inure to the benefit of Merchant and Comdata and their respective successors and assigns.

6 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretations of any of the provisions of this Agreement. The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement, as it may be amended or modified from time to time, as whole and not to any particular provision of this Agreement. The terms defined in this Agreement have the meaning assigned to them in this Agreement and include the plural as well as the singular. No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having fully participated in the negotiation of this Agreement, hereby agree that this Agreement shall not be subject to the principle that a contract would be construed against the party which drafted the same.


k)	This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. Notwithstanding the foregoing, the parties acknowledge and agree that an executed facsimile counterpart of this Agreement is sufficient evidence of the execution of this Agreement.


l)	[***]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the Effective Date.



MERCHANT:	COMDATA NETWORK, INC.
TA OPERATING LLC
By: /s/ Thomas M. O’Brien	By: /s/ Randall K. Morgan
Title: Thomas M. O’Brien President	Title: EVP

7 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Comdata Merchant Agreement

SCHEDULE A

This Schedule A sets forth certain additional terms and conditions applicable to the Comdata Merchant Agreement by and between COMDATA NETWORK, INC. (COMDATA) and TA Operating LLC and its affiliates and subsidiaries (Merchant), dated December ____, 2010.

[***]


1.	Transaction Fees. Merchant shall pay to Comdata a fee per transaction initiated through the use of the Comdata Network. Such transaction fee shall be charged and deducted by Comdata at the time of settlement with Merchant.

Fees from January 3, 2011 through April 14, 2011:



Comdata Payment Method	Fee per Transaction
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]
Fees from April 15, 2011 through the term of the Agreement:
Comdata Payment Method	Fee per Transaction
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

[***]

8 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]


2.	Settlement Fees. Merchant shall pay to Comdata a fee of [***].


3.	Other Fees. Merchant shall pay Comdata the following fees:



[***]	[***]
[***]	[***]
[***]	[***]


4.	Equipment, Software, and Reports

Comdata shall provide Merchant with equipment for accessing the Comdata Network at the rates set forth in Schedule B . Comdata shall also provide Merchant with software and reports available with the equipment. The equipment fees will be deducted from Merchant’s settlement on the first day of each month for the remainder of such month.

The undersigned elects to become a Comdata Merchant in accordance with this Schedule A.



TA OPERATING LLC	COMDATA NETWORK, INC.
By: /s/ Thomas M. O’Brien	By: /s/ Randall K. Morgan
Title: Thomas M. O’Brien President	Title: EVP
Date: 12-9-10	Date: 12-15-10

9 of 18

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Comdata Merchant Agreement
SCHEDULE B

LOCATIONS

It is agreed that the Merchant locations listed herein shall participate in the Comdata Network pursuant to the terms and conditions of this Comdata Merchant Agreement. The equipment fees for each location are set forth herein.



LOC CODE	LOCATION NAME	CITY	ST	EQUIPMENT FEE
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

10 of 18

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[***]	[***]	[***]	[***]	[***]
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	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

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[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

13 of 18

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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

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[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]



LOC CODE	LOCATION NAME	CITY	ST	EQUIPMENT FEE
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

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[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]

16 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



[***]	[***]	[***]	[***]	[***]
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[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]



TA OPERATING LLC	COMDATA NETWORK, INC.
By: /s/Thomas M O’Brien	By: /s/ Randall K. Morgan
Title: Thomas M. O’Brien President	Title: EVP
Date: 12-9-10	Date: 12/15/10

17 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit 6(b)

See Attached Comdata Relationship Request Form

18 of 18

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit A

[***]

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit B

[***]



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[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



[***]	[***]	[***]	[***]	[***]	[***]
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[***]

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

[***]



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[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



[***]	[***]	[***]	[***]	[***]
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[***]

Exhibit 10.67

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

AMENDED AND RESTATED AMENDMENT
TO
COMDATA MERCHANT AGREEMENT

This Amended and Restated Amendment to Comdata Merchant Agreement (“Amendment”) is made and entered into as of the 14th day of December, 2011, by and between COMDATA NETWORK, INC. (“Comdata”) and TA OPERATING LLC d/b/a TravelCenters of America & Petro Stopping Centers (“Merchant”).

WHEREAS, Comdata and Merchant entered into that certain Comdata Merchant Agreement, effective as of December 15, 2010, as amended by letter agreement dated April 22, 2011 (collectively, the “Agreement”), and desire to amend the Agreement as set forth in this Amendment;

WHEREAS, on December 14, 2011, Merchant and Comdata entered into the FIM Solution Agreement pursuant to which Merchant has agreed to purchase and install RFID (Radio Frequency Identification), a technology distributed exclusively by Comdata, at all of its locations nationwide; and

WHEREAS, on December 14, 2011, Merchant and Comdata entered into an Amendment to Comdata Merchant Agreement (the “Original Amendment”); and

WHEREAS, the parties wish to change certain terms set forth in the Original Amendment and have entered into this Amendment for such purpose.

NOW, THEREFORE, in consideration of the foregoing and the other mutual covenants and agreements described in this Amendment, the parties hereby agree as follows:

1. The Original Amendment is superseded hereby and shall be of no force or effect.

2. Section 5 of the Agreement is deleted in its entirety and replaced with the following:

[***]

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

3. Section 7(b) of the Agreement is amended to include [***].

4. Section 8 of the Agreement is amended to change the expiration date of the Agreement from January 2, 2016 to January 2, 2022.

5. Section 1 of Schedule A of the Agreement is amended to include the following new fee schedule.

Fees from December 31, 2011 through the term of the Agreement:



Comdata Payment Method	Fee per Transaction
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

[***]



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[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

6. Except as expressly amended herein, all terms and provisions of the Agreement shall remain unchanged and in full force and effect. Capitalized terms not defined herein shall have the meaning ascribed thereto in the Agreement.

IN WITNESS THEREOF, the parties hereto have executed this Amendment as of the day and year first above written.



MERCHANT:	COMDATA NETWORK, INC.
TA OPERATING LLC
By: /s/ Thomas M O’Brien	By: /s/ Steve Stevenson
Title: Thomas M. O’Brien President and CEO	Title: President

Exhibit 10.69

RETIREMENT AGREEMENT

THIS RETIREMENT AGREEMENT (this " Agreement ") is made February 27, 2017, between TA Operating LLC (" TA Operating "), TravelCenters of America LLC (“ TA ”) and Michael J. Lombardi (" you " or " your ").

RECITAL

You and TA Operating wish to memorialize the terms and conditions regarding your separation from employment with TA Operating, your desire to be relieved of your responsibilities as an executive officer of TA and its subsidiaries, including TA Operating, and our desire to provide for your cooperation with regard to transitional duties in planning for the end of your employment with TA Operating.

NOW, THEREFORE, the parties covenant and agree as follows:

Section 1. Resignation . By execution of this Agreement, you hereby resign as Executive Vice President of TA and of each of TA's subsidiaries, including TA Operating, effective at the close of business on June 30, 2017, and agree to take any action requested by TA to evidence such resignation. It is anticipated that you will remain employed by TA Operating through October 2, 2017, following which date your employment will immediately terminate.

Section 2. Duties; Location . From the date of this Agreement through October 2, 2017, you will continue to devote your full working time and energies to the business and affairs of TA and its subsidiaries and shall have such duties and perform such tasks associated with transitioning your responsibilities and such other duties and tasks for TA and its subsidiaries as are reasonably assigned to you from time to time by the President and Chief Executive Officer of TA. We anticipate that your responsibilities and the time you are required to devote to TA and its subsidiaries during the period July 1, 2017, through October 2, 2017, will be reduced so as to encompass primarily transition responsibilities. From October 3, 2017, through December 29, 2017 (the " Consulting Period "), you will make yourself available to provide consulting services to TA and its subsidiaries, as may be requested by TA, at reasonable times and on reasonable advance notice.

Section 3. Compensation and Vesting .

(a) Until June 30, 2017, you will continue to receive your current base salary at the gross rate of $339,000 per year ($28,250.00 per month), payable in semi-monthly installments in accordance with TA Operating's general practice. For the period July 1, 2017, to October 2, 2017, you will receive 75% of your current base salary ($254,250 per year, $21,187.50 per month), payable in semi-monthly installments in accordance with TA Operating's general practice. During the Consulting Period, if TA desires you to provide specific services, TA shall so advise you and pay you an hourly fee of One Hundred Fifty Dollars ($150.00) for hours worked and reimburse you for approved out-of-pocket expenses. You (and your family members as are currently covered under benefit arrangements of TA Operating, including TA Operating's group health plan) may continue to participate in TA Operating's benefit arrangements, including

the group health plan, paying the same portion of the premiums for such coverages applicable to full time employees of TA Operating through October 2, 2017. Thereafter, TA Operating will provide written notification to you of your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (" COBRA ") to continue participation in TA Operating's group health and certain other benefits plans provided that if you (and/or your spouse and/or dependents) properly elect continued COBRA coverage, you (and/or your spouse and/or dependents) shall pay the full premium for such coverages.

(b) Provided that you sign and do not revoke this Agreement and, on or within 5 business days after December 29, 2017, also sign, return and do not subsequently revoke the Waiver and Release of Claims attached as Exhibit A , TA Operating will pay you a bonus of Two Hundred Twenty Five Thousand Dollars ($225,000), subject to all usual and applicable taxes and deductions, payable in a lump sum within ten (10) business days after the revocation period has lapsed and the Waiver and Release of Claims has become fully effective and irrevocable.

(c) Provided you execute and deliver the Vesting Agreement in the form attached hereto as Exhibit B simultaneously with your execution of this Agreement and that you do not exercise your right to revoke this Agreement and that you execute, deliver and not revoke the Waiver and Release of Claims attached to the Vesting Agreement, and provided that TA and TA Operating determines that you have complied with all of the conditions of this Agreement and the Vesting Agreement (including, without limitation, paying all applicable income taxes in connection with the vesting of the Unvested Shares (as that term is defined in the Restricted Share Agreements dated November 19, 2013, December 2, 2014, and December 8, 2015 and the Share Award Agreement dated November 30, 2016 (collectively referred to as the " Share Agreements ")), TA will change the vesting date of the stock granted to you on November 19, 2013, December 2, 2014, December 8, 2015 and November 30, 2016, so that all of your Unvested Shares are fully vested as set forth in the Vesting Agreement, provided that you agree to pay all taxes incurred by reason of the vesting of shares. These taxes will be collected by TA as provided in the Vesting Agreement. If you do not execute and deliver the Vesting Agreement and the Waiver and Release of Claims attached to the Vesting Agreement or if you do not execute this Agreement or you exercise your right to revoke this Agreement or the Waiver and Release of Claims attached to the Vesting Agreement, TA may exercise its right to cause your unvested shares to be forfeited, as may be provided in each of your Share Agreements, and you agree to cooperate and assist in the execution of any documents or to take other steps in connection therewith.

Section 4. Covenants . You acknowledge that (i) TA and its subsidiaries are engaged in the business of operating facilities that provide motor fuel pumping, truck care and repair services, restaurants, convenience stores, showers, laundry facilities, telephones, recreation rooms, truck weighing scales and other compatible businesses (the " Business "); (ii) your work for TA and its subsidiaries has given you, and will continue to give you, trade secrets of, and confidential and/or proprietary information concerning, the Business; (iii) the agreements and covenants contained in this Section 4 are essential to protect the Business and the goodwill associated with it. Accordingly, you covenant and agree as follows:

(a) Confidential Information . From and after the date of this Agreement, you shall not (i) disclose to any person not employed by TA or a subsidiary, or not engaged to render

services to TA or a subsidiary or (ii) use for the benefit of yourself or others, any confidential information of TA, any of TA's subsidiaries or of the Business obtained by you, including, without limitation, "know-how," trade secrets, details of customers', suppliers', manufacturers' or distributors' contracts with TA or any of TA's subsidiaries, pricing policies, financial data, operational methods, marketing and sales information, marketing plans or strategies, product development techniques or plans, plans to enter into any contract with any person or any strategies relating thereto, technical processes, designs and design projects, information of third parties that TA has agreed to keep confidential, and other proprietary information of TA, TA's subsidiaries or of the Business; provided , however , that this provision shall not preclude you from (a) making any disclosure required by law or court order or (b) using or disclosing information (i) known generally to the public (other than information known generally to the public as a result of a violation of this Section 4(a) by you), (ii) acquired by you independently of your affiliation with TA or any of TA's subsidiaries, or (iii) of a general nature (that is, not related specifically to the Business) that ordinarily would be learned, developed or obtained by individuals similarly active and/or employed in similar capacities by other companies in the same business as TA or any of TA's subsidiaries. You agree that all confidential information of TA or any of TA's subsidiaries shall remain TA's or TA's subsidiaries, as the case may be, and to promptly return any confidential information embodied in any physical or electronic medium to the owner thereof on or prior to December 31, 2017, or such earlier date as may be requested by TA. Pursuant to Section 1833(b) of the Defend Trade Secrets Act of 2016, you acknowledge that you shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with Section 1833(b) of the Defend Trade Secrets Act of 2016 or create liability for disclosures of trade secrets that are expressly allowed by such Section.

(b) Nonsolicitation; Noncompetition . From the date hereof to and including December 31, 2021, you shall not, directly or indirectly, (a) solicit any employee to leave the employment of TA or the employment of any of TA's subsidiaries or (b) hire or cause to be hired any employee who has left the employ of TA or the employ of any of TA's subsidiaries within six (6) months after termination of such employee's employment with TA or any of TA's subsidiaries, as the case may be (unless such employee was discharged by TA without cause). You agree that, from the date hereof to and including December 31, 2019, you shall not, without the prior written consent of TA, which consent may be withheld in its sole discretion, directly or indirectly, be involved with (e.g., through any form of ownership or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association, lender or otherwise) in the United States and Canada (i) Michelin, Continental AG, Bridgestone Corporation, Goodyear Tire & Rubber Company, Pirelli & C. S.p.A., Yokahama Tire Corporation, Southern Tire Mart, LLC, Best-One Tire Group, Pomp's Tire Service, Inc., Snider Tire Inc. and Service Tire Truck Centers Inc. or entities that are under full or partial common ownership with any of the foregoing, and their respective lessees, joint venture partners, spin-offs, affiliates, subsidiaries, successors and assigns and (ii) any person or entity (or any entity that is at the date of this Agreement or at the date of your involvement under full or partial common ownership with any of the foregoing, and their respective lessees, joint venture partners,

spin-offs, affiliates, subsidiaries, successors and assigns) that supplies fuel, truck maintenance/repair or emergency roadside services to trucking companies, or that owns or operates more than 4 travel centers, more than 4 truck repair facilities, more than 4 commercial tire facilities, more than 4 convenience stores, more than 4 restaurants, or fuel/payment card systems/networks. Further, you agree that, from the date hereof to and including December 31, 2021, with respect to Select Competitors (hereinafter defined), you shall not, directly or indirectly, through an affiliate or otherwise, for your own benefit or otherwise, without the prior written consent of TA which consent may be withheld by TA in its sole discretion, compete in any place in the United States of America or Canada with any aspect of the Business in any manner or capacity (e.g., through any form of ownership or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, member of any association, lender or otherwise). For purposes of this Agreement, the term "Select Competitors" shall mean Pilot Travel Centers LLC (d/b/a Pilot/Flying J), Love's Travel Stops and Country Stores, Inc., Speedco, Inc., Speedway LLC, Road Ranger L.L.C., AMBEST, Sapp Bros., Inc., Bosselman Enterprises, Marathon Petroleum Corporation, FleetNet America, Inc., FleetCor, LLC, and WEX Inc., entities that are under full or partial common ownership with any of the foregoing, and their respective lessees, joint venture partners, spin-offs, affiliates, subsidiaries, successors and assigns. You hereby acknowledge that (i) the geographic boundaries, scope of prohibited activities and the time duration of the covenant not to compete in this Section 4(b) are reasonable and are no broader than are necessary to protect the legitimate business interests of TA and its subsidiaries and (ii) the provisions of such covenant were bargained for as a condition to TA's and its subsidiaries' entry into this Agreement.

(c) Cooperation . From and after the date hereof, you shall reasonably cooperate with TA and its subsidiaries with respect to all matters arising during or related to your employment, including all matters (formal or informal) in connection with any government investigation, internal investigation, litigation (potential or ongoing), regulatory or other proceeding which may have arisen or which may hereafter arise. TA will reimburse you for all out-of-pocket expenses (not including lost time or opportunity), and will provide appropriate legal representation at such times and in a manner determined by TA in its sole discretion.

(d) Nondisparagement . You agree that at all times hereafter you will not make, or cause to be made, any statement, observation or opinion that (a) accuses or implies that TA or its subsidiaries or any of the Releasees (as defined below) engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with TA or its subsidiaries or the termination thereof, the Business or any of the Releasees or otherwise; or (b) disparages, impugns or in any way reflects adversely upon the Business or reputation of TA or its subsidiaries or any of the Releasees. Nothing in this Section 4(d) shall prevent you from truthfully responding in connection with governmental inquiries or as required by subpoena, court order or legal process; provided , however , that you agree to first give prompt written notice to TA of any such legal requirement in order to permit TA sufficient time to obtain an appropriate protective order or other remedy. FURTHER, NOTHING IN THIS SECTION 4(d) SHALL PREVENT YOU FROM PROVIDING INFORMATION REGARDING POTENTIAL VIOLATIONS OF LAW OR RELATED MATTERS TO ANY GOVERNMENTAL ENTITY WITHOUT NOTICE TO TA.

Section 5. Rights and Remedies upon Breach of Covenants .

(a) If you breach, or threaten to commit a breach of, any of the provisions of Section 4 (the " Restrictive Covenants "), TA shall have the right and remedy to have the Restrictive Covenants specifically enforced, in accordance with Section 9 hereof, by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to TA, its subsidiaries or Releasees, as applicable, that such injury shall be presumed and need not be proven, and that money damages will not provide an adequate remedy to TA, its subsidiaries or Releasees, as applicable. Such rights and remedies shall be independent of the others and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to TA, its subsidiaries or Releasees, as applicable, at law or in equity.

(b) You acknowledge and agree that the Restrictive Covenants are reasonable and valid in scope and in all other respects and that, but for your agreement to comply with the Restrictive Covenants, TA would not have entered into this Agreement. If any court determines that any of the Restrictive Covenants or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect to the greatest extent possible, without regard to the invalid portions.

(c) If any court construes any of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the scope, such court shall have the power to reduce the duration or scope of such provision and, in its reduced form, such provision shall be enforceable and shall be enforced to the greatest extent possible.

Section 6. Return of TA's Property . You agree that, on or prior to December 31, 2017, or such earlier date as may be requested by TA, you will return to TA any and all of its and its subsidiaries' property, including without limitation, mailing lists, reports, files, memoranda, records and software, credit cards, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which you received or prepared or helped prepare in connection with your employment, and you will not retain any copies, duplicates, reproductions or excerpts thereof in any form whatsoever.

Section 7. Assignment . In the event that TA or its subsidiaries shall be merged with, or consolidated into, any other person or entity, or in the event that it shall sell and transfer substantially all of its assets to another person or entity, the terms of this Agreement shall inure to the benefit of, and be assumed by, the person or entity resulting from such merger or consolidation, or to which TA's or its subsidiaries' assets shall be sold and transferred. This Agreement shall not be assignable by you.

Section 8. Governing Law . This Agreement will be governed by the laws of the State of Ohio without regard to conflicts of laws principles that might lead to the application of the laws of another jurisdiction.

Section 9. Breach of Sections 4, 5 or 6 . The parties agree that any breach of Sections 4, 5 or 6 will cause irreparable damage to the non-breaching party and that, in the event of such breach or threatened breach, the non-breaching party shall have, in addition to any and

all other remedies at laws, the right to an injunction, specific performance or other equitable relieve to prevent the violation of any obligation thereunder. The parties agree that, in the event that any provision of Sections 4, 5 or 6 shall be determined by any court of competent jurisdiction or arbitration panel to be unenforceable, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Section 10. Release .

(a) You, for yourself and your heirs, executors, legal representatives, successors and assigns, hereby unconditionally and irrevocably release and forever discharge TA, the RMR Group LLC (" RMR ") and any other companies from time to time managed by RMR, and its and their current, former and future officers, directors, trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, subsidiaries including, without limitation, TA Operating, and affiliates (collectively, the " Releasees ") or any of them of and from any and all suits, claims, demands, interest, costs (including attorneys' fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies, losses and debts of any nature whatsoever which you, your heirs, executors, legal representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date of execution of this Waiver and Release of Claims including, without limitation, any claims arising at law or in equity or in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection with your employment by the Company or its subsidiaries; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort; any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 (" ADA "), as amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended, and the Rehabilitation Act, as amended; the Ohio Fair Employment Practices Act, Ohio Rev. Code Ann. § 4112.01, et seq.; the Ohio Whistleblower Protection Law, Ohio Rev. Code Ann. § 4113.51, et seq.; the Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker's Compensation Claim, Ohio Rev. Code Ann. § 4123.90; the Ohio Equal Pay Law, Ohio Rev. Code Ann. § 4111.13 et seq.; the Ohio State Wage Payment and Work Hour Laws, Ohio Rev. Code Ann. § 4111.01, et seq.; the Ohio Political Action of Employees Laws; the Ohio Witness and Juror Leave Laws, Ohio Rev. Code Ann. § 2313.18, et seq.; the Ohio Voting Leave Laws, Ohio Rev. Code Ann. § 3599.06, et seq.; the Ohio Military Family Medical Leave Act, Ohio Rev. Code Ann. § 5906.01, et seq.; the Ohio Whistleblower Protection Law - Ohio Rev. Code Ann. § 4113.52, and any other claims under any similar federal or state law including with respect to claims for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, accrued or unused vacation time, interest, attorneys' fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent

permitted by law and any claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or other claims of any nature whatsoever.

Nothing in this Agreement shall affect the U.S. Equal Employment Opportunity Commission's (the " EEOC ") rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the National Labor Relations Act or any other applicable law, nor shall anything in this Agreement be construed as a basis for interfering with your protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board (the " NLRB "), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or any other state, federal or local government entity commences an investigation on your behalf, you specifically waive and release your right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will you seek or accept reinstatement to your former position with the Company and its subsidiaries.

Nothing in this Agreement prohibits you from reporting possible violations of federal law or regulation to any government agency or entity, including, but not limited to, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of applicable law. You do not need prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.

Furthermore, nothing in this Agreement will preclude rights and/or claims: (a) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (" COBRA "); (b) for unemployment compensation; (c) for workers' compensation; (d) for accrued benefits in any benefits plan sponsored by the Company or under any insurance policy or other third party contractual arrangement, and governed by the Employment Retirement Income Security Act; (e) for indemnification as provided in the Indemnification Agreement between the Company and you dated August 16, 2011, or pursuant to any insurance policy or other similar type third party contractual arrangement; (f) as a shareholder of the Company; and/or (g) to enforce the terms of this Agreement.

Section 11. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, but in proving this Agreement, it shall not be necessary to produce more than one of such counterparts.

Section 12. Section Headings Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

Section 13. Notices . All notices, consents, waivers, and other communications under this Agreement shall be in writing and will be deemed to have been duly given when (a)

delivered by hand, (b) sent by electronic media (with a copy sent by nationally recognized overnight delivery service) or (c) when sent by nationally recognized overnight delivery service, in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties):



You:	Michael J. Lombardi 700 Browning Court Bloomfield Hills, MI 48304
TA:	TravelCenters of America LLC 24601 Center Ridge Road, Suite 200 Westlake, OH 44145 Attention: President Email: tobrien@ta-petro.com
with a copy to:	Mark R. Young, General Counsel TravelCenters of America LLC 255 Washington Street, Suite 300 Newton, MA 02458 Email: myoung@ta-petro.com

Notice to TA will constitute notice to TA Operating.

Section 14. Payments Subject to Taxes . All payments under this Agreement will be subject to reduction for federal, state and local taxes, other regular payroll deductions, including, without limitation, payroll deductions related to share vesting.

Section 15. Governing Law and Mutual Agreement to Resolve Disputes and Arbitrate Claims . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to any conflict of law principles.

The parties irrevocably agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement to Resolve Disputes and Arbitrate Claims, effective April 25, 2012.

Section 16. Entire Agreement . This Agreement, the Vesting Agreement and the Share Agreements constitute the entire agreement between TA and its subsidiaries, on the one hand, and you, on the other hand, with respect to the subject matter hereof and supersede all prior written and oral agreements and understanding between TA and its subsidiaries and you with respect thereto. This Agreement may not be amended except by a written agreement duly executed by each party hereto.

Section 17. Consultation With Counsel; Time for Signing; Revocation . You have the right to and should consult with an attorney prior to signing this Agreement. You acknowledge that you have been offered twenty-one (21) days from your receipt of this Agreement to decide whether to sign it. You will have seven (7) days after signing this Agreement to revoke your signature. If you intend to revoke your signature, you must do so in accordance with the provisions of Section 13 prior to the end of the 7-day revocation period. This Agreement shall not become effective, and no party hereto shall have any rights or obligations hereunder, until the expiration of the 7-day revocation period, after which it shall become immediately and irrevocably effective.

EXECUTED as of the date first above written.



TravelCenters of America LLC

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



TA Operating LLC

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

/s/ Michael J. Lombardi
Michael J. Lombardi

Exhibit A

Waiver and Release of Claims

See attached.

WAIVER AND RELEASE OF CLAIMS

You, for yourself and your heirs, executors, legal representatives, successors and assigns, hereby unconditionally and irrevocably release and forever discharge TravelCenters of America LLC ("the Company "), the RMR Group LLC (" RMR ") and any other companies from time to time managed by RMR, and its and their current, former and future officers, directors, trustees, employees, representatives, shareholders, attorneys, agents, consultants, contractors, successors, subsidiaries, including, without limitation, TA Operating LLC, and affiliates (collectively, the " Releasees ") or any of them of and from any and all suits, claims, demands, interest, costs (including attorneys' fees and costs actually incurred), expenses, actions and causes of action, rights, liabilities, obligations, promises, agreements, controversies, losses and debts of any nature whatsoever which you, your heirs, executors, legal representatives, successors and assigns, individually and/or in their beneficial capacity, now have, own or hold, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, suspected or unsuspected, from the beginning of the world to the date of execution of this Waiver and Release of Claims including, without limitation, any claims arising at law or in equity or in a court, administrative, arbitration, or other tribunal of any state or country arising out of or in connection with your employment by the Company or its subsidiaries; any claims against the Releasees based on statute, regulation, ordinance, contract, or tort; any claims against the Releasees relating to wages, compensation, benefits, retaliation, negligence, or wrongful discharge; any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Older Workers' Benefit Protection Act, as amended, the Equal Pay Act, as amended, the Fair Labor Standards Act, as amended, the Employment Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1990 ("ADA"), as amended, The ADA Amendments Act, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Non-Discrimination Act, the Civil Rights Act of 1991, as amended, the Family Medical Leave Act of 1993, as amended, and the Rehabilitation Act, as amended; the Ohio Fair Employment Practices Act, Ohio Rev. Code Ann. § 4112.01, et seq.; the Ohio Whistleblower Protection Law, Ohio Rev. Code Ann. § 4113.51, et seq.; the Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker's Compensation Claim, Ohio Rev. Code Ann. § 4123.90; the Ohio Equal Pay Law, Ohio Rev. Code Ann. § 4111.13 et seq.; the Ohio State Wage Payment and Work Hour Laws, Ohio Rev. Code Ann. § 4111.01, et seq.; the Ohio Political Action of Employees Laws; the Ohio Witness and Juror Leave Laws, Ohio Rev. Code Ann. § 2313.18, et seq.; the Ohio Voting Leave Laws, Ohio Rev. Code Ann. § 3599.06, et seq.; the Ohio Military Family Medical Leave Act, Ohio Rev. Code Ann. § 5906.01, et seq.; the Ohio Whistleblower Protection Law - Ohio Rev. Code Ann. § 4113.52, and any other claims under any similar federal or state law including with respect to claims for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, accrued or unused vacation time, interest, attorneys' fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law and any claims against the Releasees arising under any and all applicable state, federal, or local ordinances, statutory, common law, or other claims of any nature whatsoever.

Nothing in this Agreement shall affect the U.S. Equal Employment Opportunity Commission's (" EEOC ") rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the National Labor Relations Act or any other applicable law, nor shall anything in this Agreement be construed as a basis for interfering with your protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board (the " NLRB "), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or any other state, federal or local government entity commences an investigation on your behalf, you specifically waive and release your right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will you seek or accept reinstatement to your former position with the Company and its subsidiaries.

You acknowledge that you have carefully read and fully understand this Waiver and Release of Claims. You acknowledge that you have not relied on any statement, written or oral, which is not set forth in this Waiver and Release of Claims. You further acknowledge that you are hereby advised in writing to consult with an attorney prior to executing this Waiver and Release of Claims; that you are not waiving or releasing any rights or claims that may arise after the date of execution of this Waiver and Release of Claims; that you are releasing claims under the Age Discrimination in Employment Act (" ADEA "); that you execute this Waiver and Release of Claims in exchange for monies in addition to those to which you are already entitled; that the Company gave you a period of at least twenty-one (21) days within which to consider this Waiver and Release of Claims and a period of seven (7) days following your execution of this Waiver and Release of Claims to revoke your ADEA waiver as provided below; that if you voluntarily execute this Waiver and Release of Claims prior to the expiration of the 21st day, you will voluntarily waive the remainder of the 21 day consideration period; that any changes to this Waiver and Release of Claims by you once it has been presented to you will not restart the 21 day consideration period; and you enter into this Waiver and Release of Claims knowingly, willingly and voluntarily in exchange for the release payments and benefits. To receive the release payments and benefits provided the Retirement Agreement between TA Operating LLC

and you dated February ___, 2017 (the " Retirement Agreement "), this Waiver and Release of Claims must be signed and returned to the Company by email to kkaminski@ta-petro.com, with a copy to follow by certified mail, return receipt requested to the attention of Karen Kaminski, Vice President, TA Operating LLC, 24601 Center Ridge Road, Westlake, Ohio 44145 on, or within five business days after, December 31, 2017 .

You may revoke your release of your ADEA claims up to seven (7) days following your signing this Waiver and Release of Claims. Notice of revocation must be received in writing by Karen Kaminski, Vice President, TA Operating LLC, 24601 Center Ridge Road, Westlake, Ohio 44145, no later than the seventh day (excluding the date of execution) following the execution of this Waiver and Release of Claims. The ADEA release is not effective or enforceable until expiration of the seven day period. However, the ADEA release becomes fully effective, valid and irrevocable if it has not been revoked within the seven day period immediately following your execution of this Waiver and Release of Claims. The parties agree that if you exercise your right to revoke this Waiver and Release of Claims, then you are not entitled to any of the release payments and benefits set forth in Section 3(b) of the Retirement Agreement. This Waiver and Release of Claims shall become effective eight (8) days after your execution if you have not revoked your signature as herein provided.

I hereby provide this Waiver and Release of Claims as of the date indicated below and acknowledge that the execution of this Waiver and Release of Claims is in further consideration of the benefits set forth in Section 3(b) of the Retirement Agreement, to which I acknowledge I would not be entitled if I did not sign this Waiver and Release of Claims. I intend that this Waiver and Release of Claims become a binding agreement by and between me and the Company if I do not revoke my acceptance within seven (7) days.

_______________________________

Name: Michael J. Lombardi

Dated: ______________ ____, 201__

Exhibit B

Vesting Agreement

See attached.

VESTING AGREEMENT

THIS VESTING AGREEMENT (this " Agreement ") is between TravelCenters of America LLC, a Delaware limited liability company (the " Company "), and Michael J. Lombardi (" you ") and is dated as of February ___, 2017, but shall be effective only when, and if, the Retirement Agreement (defined below) becomes irrevocably effective pursuant to Section 17 thereof.

RECITALS:

Pursuant to the restricted share agreement dated as of November 26, 2007 (the " 2007 Restricted Share Agreement "), between the Company and you, and those certain other share agreements, dated as of November 19, 2013, December 2, 2014, December 8, 2015 and November 30, 2016, between the Company and you (such other share agreements together with the " 2007 Restricted Share Agreement ," the " Share Agreements "), the Company granted you the Shares (as defined in the Restricted Share Agreements) subject to the vesting and forfeiture provisions described therein.


2.	In connection with the termination of your employment with TA Operating LLC, a subsidiary of the Company, you and the Company have agreed to have all of the Shares granted pursuant to the Share Agreements which have not vested prior to September 30, 2017 (the " Unvested Shares "), vest on October 10, 2017, subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:


1.	Vesting; Related Agreements.

(a) Provided that you sign this Agreement and, on or within 5 business days after October 2, 2017, also sign, return and do not subsequently revoke the Waiver and Release of Claims attached as Schedule 1 , and provided that you shall have satisfied your tax obligations referenced in Section 1(b) and 1(e) hereof and have not breached any other terms of this Agreement or the Retirement Agreement of even date herewith between the TA Operating LLC the (the " Retirement Agreement "), the Company and you hereby agree that the Unvested Shares shall be fully vested on the first business day after the revocation period has lapsed and the Waiver and Release of Claims has become fully effective and irrevocable (for example, if you sign and do not revoke the Waiver and Release of Claims and have otherwise complied with the terms hereof and of the Retirement Agreement, the Unvested Shares shall be fully vested on October 10, 2017).

(b) You may elect by notice to the Company to settle any resulting tax liability with vesting shares as commonly referred to as "net share settlement." If you do not make such an election, you shall pay such amount to the Company within 2 business days of the Company's request therefor.

(c) You acknowledge and agree that (i) the Shares granted to you in 2007 pursuant to the 2007 Restricted Share Agreement have not been registered under the Securities Act of 1933,

as amended, or any state securities laws and may not be sold, pledged, transferred or otherwise disposed of in the absence of an effective registration statement or an opinion of counsel acceptable to the Company that registration is not required; and (ii) any certificate or account statement representing the Shares granted in 2007 shall respectively bear legends substantially in the following forms:

Certificate Legend

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " ACT "). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Account Statement Legend

THE SHARES COVERED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " ACT "). SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Certificates evidencing Shares and Shares not evidenced by certificates shall also bear or contain, as applicable, legends and notations as may be required by the Company's Limited Liability Company Agreement or Bylaws, each as in effect from time to time, or as the Company may otherwise determine appropriate.

(d) Shares granted to you pursuant to the Share Agreements may be subject to other restrictions on sale, transfer or assignment under the federal securities laws and your ability to sell, assign, dispose of or engage in other transactions with or with respect to the Shares may be subject to the federal securities laws (which may include, without limitation, Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ") and Section 16 of the Exchange Act. You acknowledge and agree that you are responsible for complying with applicable securities laws with respect to the Shares and have been advised by the Company to consult with your personal counsel with respect to any contemplated transaction involving the Shares.

(e) You acknowledge and agree that you are responsible for all tax obligations and/or liability created under state and federal tax laws by virtue of the transactions contemplated hereby and agree to indemnify the Company for any tax liability that may be imposed on it by virtue of such transactions.

(f) You agree that as long as you own shares in the Company, your shares shall be voted at any meeting of the shareholders of the Company or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors of the Company in the proxy statement for such meeting or materials for such written consent or other action. If your shares are not voted in accordance with this covenant and such failure continues after notice, you agree to pay liquidated damages to the Company in an amount equal to the market value of the shares not voted as requested. You understand that, although the Company's Code of Business Conduct and Ethics will no longer apply to you after your retirement, you are subject to all laws and regulations with respect to all of your shares in the Company including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the Company. You further understand that you will not receive any additional stock grants in the Company.


2.	Miscellaneous Provisions.

(a) Amendment, Modification and Severability . This Agreement may not be amended or modified or waived except by a written agreement signed by the party against whom enforcement of such amendment, modification or waiver is sought. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

(b) Notices . All notices, requests or other communications required or permitted hereunder shall be given in writing and delivered by hand, overnight delivery service or certified mail and shall be deemed to have been delivered on the date of receipt, to the addresses set forth below:

The Company:

TravelCenters of America LLC
Two Newton Place
255 Washington Street
Newton, MA 02458
Attn: Secretary

You:

Michael J. Lombardi
700 Browning Court
Bloomfield Hills, MI 48304

(c) Entire Agreement . This Agreement, the Retirement Agreement and the Share Agreements constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

(d) Binding Effect; Counterparts . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns, but this Agreement shall not be assigned by any of the parties hereto without the prior written consent of the other parties and any assignment made absent such consent shall be void ab initio. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

(e) Governing Law; Mutual Agreement to Resolve Disputes and Arbitrate Claims . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to any conflict of law principles. The parties irrevocably agree that any dispute regarding this Agreement shall be settled by binding arbitration in accordance with the Mutual Agreement to Resolve Disputes and Arbitrate Claims, effective April 25, 2012.

(f) Further Assurances . From time to time after the date hereof, you agree to execute and deliver such other instruments and take such other actions as the Company may reasonably request in connection with the transactions contemplated hereby.

(g) Section Headings; Construction . The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word " including " does not limit the preceding words or terms.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written.



TravelCenters of America LLC

By:
Name:
Title:




Michael J. Lombardi

[Signature Page to Vesting Agreement]

Schedule 1

Waiver and Release of Claims

Attached.

WAIVER AND RELEASE OF CLAIMS

and you dated February ___, 2017 (the " Retirement Agreement "), this Waiver and Release of Claims must be signed and returned to the Company by email to kkaminski@ta-petro.com, with a copy to follow by certified mail, return receipt requested to the attention of Karen Kaminski, Vice President, TA Operating LLC, 24601 Center Ridge Road, Westlake, Ohio 44145 on or within five business days after, October 2, 2017 .

_______________________________

Name: Michael J. Lombardi

Dated: October ___, 2017

Exhibit 12.1

TravelCenters of America LLC

Statement of Computation of Ratio of Earnings to Fixed Charges



	Years Ended December 31,
	2016			2015			2014			2013			2012
	(in thousands, except ratio amounts)
(Loss) income before income taxes, income from equity investees and noncontrolling interests	$	(8,206	)	$	40,202		$	95,768		$	2,331		$	31,812

Distributions received from equity investees	3,000			4,800			—			—			4,800
Fixed charges	118,248			106,344			93,101			90,880			79,161
Amortization of capitalized interest	90			30			41			31			—
Capitalized interest	(2,377		)	(1,797		)	(755		)	(1,033		)	—
Total earnings	$	110,755		$	149,579		$	188,155		$	92,209		$	115,773

Interest expense ⁽¹⁾	$	28,438		$	24,425		$	17,241		$	17,650		$	10,358
Estimated interest within real estate rent expense ⁽²⁾	87,433			80,122			75,105			72,197			68,803
Capitalized interest	2,377			1,797			755			1,033			—
Total fixed charges	$	118,248		$	106,344		$	93,101		$	90,880		$	79,161

Ratio of earnings to fixed charges	0.94			1.41			2.02			1.01			1.46

Deficiency of earnings available to cover fixed charges	$	(7,493	)	$ N/A			$ N/A			$ N/A			$ N/A


⁽¹⁾	Includes interest expense and amortization of premiums and discounts related to indebtedness.


⁽²⁾	Estimated interest within real estate rent expense includes one third of real estate rent expense, which approximates the interest component of our operating leases.

Exhibit 21.1

TravelCenters of America LLC

Consolidated Subsidiaries

As of December 31, 2016



Name of Subsidiary		Jurisdiction of Organization
TravelCenters of America Holding Company LLC		Delaware
TA Operating LLC		Delaware
TA Franchise Systems LLC		Delaware
Petro Franchise Systems LLC		Delaware
TA Operating Texas LLC		Texas
TA Operating Nevada LLC		Nevada
TA Operating Montana LLC		Delaware
307300 Nova Scotia Company		Nova Scotia, Canada
TravelCentres Canada, Inc.		Ontario, Canada
TravelCentres Canada Limited Partnership		Ontario, Canada

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


•	Registration Statement (Form S-3 No. 333-181182) of TravelCenters of America LLC,


•	Registration Statement (Form S-8 No. 333-154735) pertaining to the TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-8 No. 333-160933) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-8 No. 333-176161) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-3 No. 333-206711) of TravelCenters of America LLC, and


•	Registration Statement (Form S-8 No. 333-211458) pertaining to the TravelCenters of America LLC 2016 Equity Compensation Plan

of our reports dated February 28, 2017, relating to the consolidated financial statements of TravelCenters of America LLC and the effectiveness of internal control over financial reporting of TravelCenters of America LLC, appearing in this Annual Report on Form 10-K of TravelCenters of America LLC for the year ended December 31, 2016.



/s/ RSM US LLP

Cleveland, Ohio

February 28, 2017

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


•	Registration Statement (Form S-3 No. 333-181182) of TravelCenters of America LLC,


•	Registration Statement (Form S-8 No. 333-154735) pertaining to the TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-8 No. 333-160933) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-8 No. 333-176161) pertaining to the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan,


•	Registration Statement (Form S-3 No. 333-206711) of TravelCenters of America LLC, and


•	Registration Statement (Form S-8 No. 333-211458) pertaining to the TravelCenters of America LLC 2016 Equity Compensation Plan

of our report dated February 28, 2017, relating to the consolidated financial statements of Petro Travel Plaza Holdings LLC, appearing in this Annual Report on Form 10-K of TravelCenters of America LLC for the year ended December 31, 2016.



/s/ RSM US LLP

Cleveland, Ohio

February 28, 2017

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Thomas M. O'Brien, certify that:


1.	I have reviewed this Annual Report on Form 10-K of TravelCenters of America LLC;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: February 28, 2017	/s/ THOMAS M. O'BRIEN
	Thomas M. O'Brien
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

I, Andrew J. Rebholz, certify that:


1.	I have reviewed this Annual Report on Form 10-K of TravelCenters of America LLC;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: February 28, 2017	/s/ ANDREW J. REBHOLZ
	Andrew J. Rebholz
	Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Sec. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the filing by TravelCenters of America LLC (the "Company") of the Annual Report on Form 10-K for the period ending December 31, 2016 (the "Report"), each of the undersigned hereby certifies, to the best of his knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: February 28, 2017	/s/ THOMAS M. O'BRIEN
	Thomas M. O'Brien President and Chief Executive Officer

	/s/ ANDREW J. REBHOLZ
	Andrew J. Rebholz Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 99.4

Petro Travel Plaza Holdings LLC

Consolidated Financial Statements

For the Years Ended

December 31, 2016 , 2015 and 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members

Petro Travel Plaza Holdings LLC

We have audited the accompanying consolidated balance sheets of Petro Travel Plaza Holdings LLC as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, cash flows and changes in members’ capital for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Petro Travel Plaza Holdings LLC as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.



	/s/ RSM US LLP

Cleveland, Ohio

February 28, 2017

PETRO TRAVEL PLAZA HOLDINGS LLC

CONSOLIDATED BALANCE SHEETS

(in thousands)



	December 31,
	2016		2015
Assets
Current assets:
Cash	$	9,015	$	9,908
Inventory	2,179		1,967
Due from affiliate	1,375		—
Other current assets	36		138
Total current assets	12,605		12,013

Property and equipment, net	55,883		52,296
Other noncurrent assets, net	164		175

Total assets	$	68,652	$	64,484

Liabilities and Members' Capital
Current liabilities:
Current portion of long term debt	$	—	$	805
Due to affiliate	—		47
Accrued expenses and other current liabilities	1,909		1,839
Total current liabilities	1,909		2,691

Long term debt, excluding current portion	15,275		14,914
Other noncurrent liabilities	181		169

Total liabilities	17,365		17,774

Members' capital	51,287		46,710

Total liabilities and members' capital	$	68,652	$	64,484

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

PETRO TRAVEL PLAZA HOLDINGS LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



	Year Ended December 31,
	2016		2015		2014
Revenues:
Fuel	$	83,149	$	86,692	$	98,039
Nonfuel	31,798		29,084		24,545
Total revenues	114,947		115,776		122,584

Costs and expenses:
Cost of goods sold (excluding depreciation):
Fuel	68,465		73,281		86,130
Nonfuel	12,815		12,002		10,435
Total cost of goods sold	81,280		85,283		96,565

Operating expenses	18,743		17,757		15,640
Depreciation and amortization	2,140		1,653		1,678

Total costs and expenses	102,163		104,693		113,883

Operating income	12,784		11,083		8,701

Interest expense, net	707		454		472

Net income and comprehensive income	$	12,077	$	10,629	$	8,229

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

PETRO TRAVEL PLAZA HOLDINGS LLC

CONSOLIDATED STATEMENTS OF CASH FLOW

(in thousands)



	Year Ended December 31,
	2016			2015			2014
Cash flows from operating activities:
Net income	$	12,077		$	10,629		$	8,229
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,140			1,653			1,678
Debt financing costs	138			—			—
Increase (decrease) from changes in:
Inventory	(212		)	144			249
Other current assets	102			42			(29		)
Due to/from affiliate	(1,422		)	(387		)	1,577
Accrued expenses and other current liabilities	70			(35		)	246
Other, net	30			(83		)	27
Net cash provided by operating activities	12,923			11,963			11,977

Cash flows from investing activities:
Purchases of property and equipment	(5,715		)	(5,930		)	(5,739		)
Proceeds from the sale of property and equipment	—			—			8
Net cash used in investing activities	(5,715		)	(5,930		)	(5,731		)

Cash flows from financing activities:
Repayments of long term debt	(543		)	(794		)	(755		)
Payment of debt issuance costs	(58		)	—			—
Distributions to members	(7,500		)	(12,000		)	—
Net cash used in financing activities	(8,101		)	(12,794		)	(755		)

Net (decrease) increase in cash	(893		)	(6,761		)	5,491
Cash, beginning of period	9,908			16,669			11,178
Cash, end of period	$	9,015		$	9,908		$	16,669

Supplemental cash flow information:
Interest paid during the period	$	573		$	455		$	476

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

PETRO TRAVEL PLAZA HOLDINGS LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' CAPITAL

(in thousands)



	Members' Capital
Balance, December 31, 2013	$	39,852
Net income	8,229
Balance, December 31, 2014	48,081
Net income	10,629
Distributions to members	(12,000		)
Balance, December 31, 2015	46,710
Net income	12,077
Distributions to members	(7,500		)
Balance, December 31, 2016	$	51,287

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

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)


(1)	Summary of Significant Accounting Policies

General Information and Basis of Presentation

Petro Travel Plaza Holdings LLC (the "Company"), a Delaware limited liability company, was formed on October 8, 2008 , by Tejon Development Corporation, a California corporation ("Tejon"), and TA Operating LLC, a Delaware limited liability company ("TA"). The Company has two wholly owned subsidiaries: Petro Travel Plaza LLC ("PTP"), and East Travel Plaza LLC ("ETP"), each of which is a California limited liability company. The Company’s Limited Liability Company Operating Agreement, as amended, ("the Operating Agreement") limits each members’ liability to the fullest extent permitted by law. Pursuant to the terms of the Operating Agreement, TA manages the Company's operations and is responsible for the administrative, accounting and tax functions of the Company.

The Company has two travel centers, three convenience stores with retail gasoline stations and one standalone restaurant in Southern California, which we refer to collectively as the locations. One travel center and two convenience stores, owned by PTP, operate under the Petro brand and Minit Mart brand, respectively, and one travel center and convenience store owned by ETP, operate under the TravelCenters of America brand and Minit Mart brand, respectively. The one standalone restaurant, owned by ETP, operates under the Black Bear Diner brand. The travel centers offer a broad range of products, services and amenities, including diesel fuel, gasoline, full service and branded quick service restaurants, or QSRs, truck maintenance and repair facilities, travel stores and truck driver services such as showers, weigh scales, a truck wash and laundry facilities. The convenience stores offer gasoline as well as a variety of nonfuel products, including coffee, groceries, fresh foods and quick service restaurants, or QSRs.

The members and their interests in the Company are as follows:



Members
Tejon	60.0	%
TA	40.0	%

In any fiscal year, the Company’s profits or losses and distributions, if any, shall be allocated 60.0% to Tejon and 40.0% to TA pursuant to the terms of the Operating Agreement.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PTP and ETP, after eliminating intercompany transactions, profits and balances. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company has evaluated subsequent events through February 28, 2017 , which date represents the date the financial statements were available to be issued.

Significant Accounting Policies

Inventory

Inventory is stated at the lower of cost or market value. The Company determines cost principally on the weighted average cost method.

Property and Equipment

Property and equipment are recorded at historical cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance are charged to expense as incurred and amounted to $848 , $789 and $732 for the years ended December 31, 2016 , 2015 and 2014 , respectively. Renewals and betterments are capitalized. The cost and related accumulated depreciation of property and equipment sold, replaced or otherwise disposed is removed from the related accounts. Gains or losses on disposal of property and equipment are credited or charged to depreciation and amortization in the accompanying consolidated statements of income and comprehensive income.

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)

Impairment of Long Lived Assets

The Company reviews definite lived assets for indicators of impairment during each reporting period. The Company recognizes impairment charges when (a) the carrying value of a long lived or indefinite lived asset group to be held and used in the business is not recoverable and exceeds its fair value and (b) when the carrying value of a long lived asset to be disposed of exceeds the estimated fair value of the asset less the estimated cost to sell the asset. The Company’s estimates of fair value are based on its estimates of likely market participant assumptions including projected operating results and the discount rate used to measure the present value of projected future cash flows. The Company recognizes such impairment charges in the period during which the circumstances surrounding an asset to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset is made. The Company performs an impairment analysis for substantially all property and equipment at the individual location level because that is the lowest level of asset groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities.

Environmental Liabilities and Expenditures

The Company records the expense of remediation charges and penalties when the obligation to remediate is probable and the amount of associated costs is reasonably determinable. The Company includes remediation expenses within operating expenses in the accompanying consolidated statements of comprehensive income. Generally, the timing of remediation expense recognized coincides with the completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments.

Asset Retirement Obligations

Asset retirement costs are capitalized as part of the cost of the related long lived asset and such costs are allocated to expense using a systematic and rational method. To date, these costs relate to the Company’s obligation to remove underground storage tanks used to store fuel and motor oil. The Company records a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time an underground storage tank is installed. The Company amortizes the amount added to property and equipment and recognizes accretion expense in connection with the discounted liability over the remaining life of the respective underground storage tank. The Company bases the estimated liability on its historical experiences in removing these assets, estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. Revisions to the liability could occur due to changes in estimated removal costs, or asset useful lives or if new regulations regarding the removal of such tanks are enacted. An asset retirement obligation of $181 and $169 has been recorded as a noncurrent liability as of December 31, 2016 and 2015 , respectively.

Revenue Recognition

The Company recognizes revenue from the sale of fuel and nonfuel products and services at the time delivery has occurred and services have been performed. The estimated cost to the Company of the redemption by customers of loyalty program points is recorded as a discount against gross sales in determining net sales presented in the consolidated statements of comprehensive income.

Motor Fuel Taxes

The Company collects the cost of certain motor fuel taxes from consumers and remits those amounts to the supplier or the appropriate governmental agency. Such taxes were $13,726 , $12,804 and $11,621 , for the years ended December 31, 2016 , 2015 and 2014 , respectively, and are included in net revenues and cost of sales in the accompanying consolidated comprehensive income statements.

Advertising and Promotion

Costs incurred in connection with advertising and promotions are expensed as incurred. Advertising and promotion expenses, which are included in operating expenses in the accompanying consolidated comprehensive income statements, were $516 , $463 and $360 for the years ended December 31, 2016 , 2015 and 2014 , respectively.

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)

Income Taxes

The Company is not subject to federal or state income taxes. Results of operations are allocated to the members in accordance with the provisions of the Operating Agreement and reported by each member on its federal and state income tax returns. The taxable income or loss allocated to the members in any one year generally varies substantially from income or loss for financial reporting purposes due to differences between the periods in which such items are reported for financial reporting and income tax purposes.

Reclassifications

Certain prior year amounts have been reclassified to be consistent with the current year presentation, including the reclassification in the Company's consolidated balance sheets of deferred financing costs of debt issuance costs of $30 from assets to current portion of long term debt and $59 from assets to long term debt in accordance with Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs .

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers , or ASU 2014-09, which establishes a standard for comprehensive revenue recognition. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein. Early adoption is prohibited. To address implementing ASU 2014-09 and evaluate its impact on the Company's consolidated financial statements, the Company has developed a project plan in which it utilized a bottom up approach to evaluate its revenue streams and related internal controls. Since many of the Company's revenue streams are point of sale, the Company does not believe the implementation of this standard will have a material impact on its consolidated financial statements. The Company expects to complete its assessment, including selecting a transition method for adoption, by the end of the third quarter of 2017.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases , which established a comprehensive lease standard under GAAP for virtually all industries. The new standard will apply for annual periods beginning after December 15, 2018, including interim periods therein. Early adoption is permitted. The implementation of this standard is not expected to cause any material changes to the Company's financial statements.

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows , which simplifies elements of cash flow classification and reduces diversity in practice across all industries. The new standard will apply for annual periods beginning after December 15, 2017, including interim periods therein, and requires retrospective application. Early adoption is permitted. The implementation of this standard is not expected to cause any material changes to the Company's consolidated statements of cash flows.


(2)	Inventory

Inventory at December 31, 2016 and 2015 , consisted of the following:



	2016		2015
Nonfuel products	$	1,759	$	1,660
Fuel products	420		307
Total inventory	$	2,179	$	1,967

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)


(3)	Property and Equipment

Property and equipment, net, as of December 31, 2016 and 2015 , consisted of the following:



	Estimated Useful Lives (years)	2016		2015
Land and improvements		$	19,068	$	19,068
Buildings and improvements	10-40	45,625		38,997
Machinery, equipment and furniture	3-10	12,352		10,377
Construction in progress		1,893		4,769
		78,938		73,211
Less: accumulated depreciation and amortization		23,055		20,915
Property and equipment, net		$	55,883	$	52,296

Depreciation expense for the years ended December 31, 2016 , 2015 and 2014 was $2,128 , $1,645 and $1,671 , respectively.


(4)	Accrued expenses and other current liabilities

Accrued expenses and other current liabilities as of December 31, 2016 and 2015 , consisted of the following:



	2016		2015
Taxes payable, other than income taxes	$	726	$	450
Self insurance accrual	692		646
Environmental accrual	167		286
Other	324		457
Total accrued expenses and other current liabilities	$	1,909	$	1,839


(5)	Long Term Debt

Long term debt consisted of the following at December 31, 2016 and 2015 :



	2016		2015
Note payable to a bank	$	15,331	$	15,808
Less: debt issuance costs	56		89
Less: current portion	—		805
Total long term debt	$	15,275	$	14,914

In July 2016, the Company amended its credit agreement to, among other things, extend the maturity date, with the first minimum principal payment of $447 due in 2021, and decrease the interest rate on the debt to LIBOR plus 1.95% , payable monthly. The credit agreement includes certain financial covenants, with which the Company was in compliance at December 31, 2016 . At December 31, 2016, the interest rate was 2.72% . The Company’s weighted average interest rates for the years ended December 31, 2016 , 2015 and 2014 were 2.78% , 2.70% and 2.66% , respectively. The debt is secured by the Company’s real property.

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)

Debt Issuance Costs

In amending the Company's debt agreement, we incurred $58 of debt issuance costs that have been capitalized and are being amortized to interest expense over the term of the amended debt agreement using the effective interest method. The unamortized debt issuance costs that existed prior to amending the debt agreement have been written off to interest expense for the year ended December 31, 2016. Debt issuance costs presented on the consolidated balance sheets as a reduction of long term debt for the years ended December 31, 2016 and 2015, were $56 and $89 , net of accumulated amortization of debt issuance costs were $2 and $125 , respectively.


(6)	Related Party Transactions

Pursuant to the terms of the Operating Agreement, TA provides cash management services to PTP, including the collection of accounts receivable. Accounts receivable are periodically transferred to TA for collection and any amounts for which PTP has not received payment from TA are reflected as due from affiliate in the accompanying consolidated balance sheets. Amounts due from affiliate as of December 31, 2016 were $1,375 and amounts due to affiliate as of December 31, 2015, were $47 . Pursuant to the terms of the Operating Agreement, TA manages the locations and is responsible for the administrative, accounting, and tax functions of the Company. TA receives a management fee for providing these services, which may not be commensurate with the cost of these services were the Company to perform these internally or obtain them from an unrelated third party. The Company paid management fees to TA in the amount of $1,055 , $838 and $800 for the years ended December 31, 2016 , 2015 and 2014 , respectively, which fees are included in operating expenses in the accompanying consolidated statements of comprehensive income. In December 2014, the Company amended the Operating Agreement to (a) provide for the construction of a convenience store, (b) specify a fee for the oversight of the construction of that convenience store, and (c) provide for a management fee for the convenience store upon commencement of operations. In August 2016, the Company amended the Operating Agreement to include, among other things, construction of a QSR by TA on the property of a travel center. The Company has agreed to pay TA a construction management fee equal to 2% of hard costs of the construction of the QSR. TA opened the QSR on February 13, 2017. In November 2016, the Company further amended the Operating Agreement to, among other things, (a) increase the annual management fee to $1,300 effective January 1, 2017, with annual increases equal to the lesser of (i) the increase in the Customer Price Index or (ii) 2.5% and (b) include any additional new builds or significant renovation projects in the construction management fee. In addition to management services and staffing provided by TA, the Operating Agreement grants the Company the right to use all of TA’s names, trade names, trademarks and logos to the extent required in the operation of the Company’s travel centers and convenience stores.

The employees operating the Company’s travel centers, convenience stores and standalone restaurant are TA employees. In addition to the management fees described above, the Company reimbursed TA for wages and benefits related to these employees that aggregated $9,663 , $9,153 and $7,800 for the years ended December 31, 2016 , 2015 and 2014 , respectively. These reimbursements were recorded in operating expenses in the accompanying consolidated statements of comprehensive income.


(7)	Contingencies

The Company is involved from time to time in various legal and administrative proceedings, including tax audits, and threatened legal and administrative proceedings incidental to the ordinary course of business, none of which is expected, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

The Company’s operations and properties are subject to extensive federal and state legislation, regulations, and requirements relating to environmental matters. The Company uses underground storage tanks ("USTs") to store petroleum products and motor oil. Statutory and regulatory requirements for UST systems include requirements for tank construction, integrity testing, leak detection and monitoring, overfill and spill control and mandate corrective action in case of a release from a UST into the environment. The Company is also subject to regulation relating to vapor recovery and discharges into the water. Management believes that the Company’s USTs are currently in compliance in all material respects with applicable environmental legislation, regulations and requirements.

PETRO TRAVEL PLAZA HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

(in thousands)

Accruals for environmental matters are recorded in operating expenses when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. From time to time the Company has received, and in the future likely will receive, notices of alleged violations of environmental laws or otherwise has become or will become aware of the need to undertake corrective actions to comply with environmental laws at its properties. Investigatory and remedial actions were, and regularly are, undertaken with respect to releases of hazardous substances. The Company had an accrual for environmental matters of $167 and $286 , at December 31, 2016 and 2015 , respectively, which was presented in the Company's consolidated balance sheets in accrued expenses and other current liabilities. Accruals are periodically evaluated and updated as information regarding the nature of the clean up work is obtained. In light of the Company’s business and the quantity of petroleum products that it handles, there can be no assurance that currently unidentified hazardous substance contamination does not exist or that liability will not be imposed in the future in materially different amounts than those the Company has recorded. See Note 1 for a discussion of its accounting policies relating to environmental matters.

In February 2014, TA reached an agreement with the California State Water Resources Control Board, or the State Water Board, to settle certain claims the State Water Board had filed against TA in California Superior Court, or the Superior Court, in 2010 relating to alleged violations of underground storage tank laws and regulations. The settlement, which was approved by the Superior Court on February 20, 2014, also included injunctive relief provisions requiring that TA comply with certain California environmental laws and regulations applicable to underground storage tank systems. In October 2015, the State Water Board issued a notice of alleged suspended penalty conduct claiming that TA is liable for the full amount of the suspended penalties as a result of alleged violations of underground storage tank regulations and requesting further information concerning the alleged violations. In November 2015, TA filed its response to the State Water Board's notice and has since met with the State Water Board to attempt to resolve these matters without a court hearing. TA believes it has meritorious defenses to these alleged violations, but cannot predict whether any penalties relating to these matters will be assessed by the Superior Court, which has retained jurisdiction over such matters. The State Water Board also has retained the right to file a separate action relating to these violations, but to date has not done so. As of December 31, 2016, the Company had recognized a liability of $167 related to this environmental matter with respect to a location included in the claim that is owned by the Company, but operated by TA. The Company believes, though can provide no assurance, that any additional amount of loss that may be realized above that accrued, if any, upon the ultimate resolution of this matter will not be material to the Company.