8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 12, 2008

TRAVELCENTERS OF AMERICA LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33274	20-5701514
(Commission File Number)	(IRS Employer Identification No.)
24601 Center Ridge Road, Westlake, Ohio	44145
(Address of Principal Executive Offices)	(Zip Code)

440-808-9100

(Registrant’s Telephone Number, Including Area Code)

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

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

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

                On May 12, 2008, a subsidiary of TravelCenters of America LLC, or “TravelCenters”, TA Leasing LLC, entered an amendment to a lease agreement, the “Lease Agreement”, dated January 31, 2007 it is a party to with subsidiaries of Hospitality Properties Trust, or “Hospitality Trust”, HPT TA Properties Trust and HPT TA Properties LLC.

                TravelCenters and TA Leasing LLC are collectively referred to herein as “TA”.  Hospitality Trust, HPT TA Properties Trust and HPT TA Properties LLC are collectively referred to herein as “HPT”.

                Prior to the amendment, the Lease Agreement permitted TA to sell to HPT certain qualified improvements to the leased travel centers; specifically, HPT agreed to purchase up to $25 million of improvements per year during the first five years of the lease term (a total of $125 million). The contractual rent due from TA to HPT under the Lease Agreement is not affected by these sales.

                The amendment referred to above, or the “Amendment”, permits TA to sell to HPT certain qualified improvements which TA has made or may make to the travel centers leased pursuant to the Lease Agreement, as amended, earlier than previously permitted.  In the event that TA elects to sell to HPT qualified capital improvements before the time contractually required by the original lease terms, HPT’s purchase commitment amount will be discounted to reflect the accelerated receipt of cash by TA according to a present value formula established in the Amendment.

                TravelCenters became a publicly owned company as a result of a spin off from Hospitality Trust on January 31, 2007.  For a further description of TravelCenters' relationships with Hospitality Trust and Reit Management & Research LLC, a company which separately provides certain management services to TravelCenters and Hospitality Trust, please see TravelCenters’s Annual Report on Form 10-K for the year ended December 31, 2007 and proxy statement for its 2008 annual meeting of shareholders, both of which have been filed with the Securities and Exchange Commission.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amendment to Lease Agreement, dated as of May 12, 2008, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC.

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SIGNATURES

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

TRAVELCENTERS OF AMERICA LLC
By:	/s/ Andrew J. Rebholz
	Andrew J. Rebholz
	Executive Vice President and Chief Financial Officer

Dated: May 13, 2008

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EXHIBIT INDEX

Exhibit	Description
10.1	First Amendment to Lease Agreement, dated as of May 12, 2008 by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT is entered into as of May 12, 2008, by and among HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (collectively, “Landlord”), and TA LEASING LLC, a Delaware limited liability company (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement, dated as of January 31, 2007 (the “Lease”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to modify the provisions relating to the funding of the Allowance (as defined therein);

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.             Notwithstanding the provisions of Section 5.1.1(c) to the contrary, and subject to the terms hereof, Tenant may at any time and from time to time accelerate payment of all or any part of the remaining Allowance, and therefore, request more than $25 million of the Allowance during any of the remaining first five Lease Years.  In calculating the amount(s) that may be drawn down by Tenant on an accelerated disbursement, the amount of the Allowance requested shall be discounted to its present value on the date the amount is paid to Tenant from the date that the amount requested would have first been available to draw down under the original Section 5.1.1(c), using a rate of interest equal to the Disbursement Rate, and the remaining Allowance shall be reduced by the undiscounted amount requested.  The remaining Allowance shall be drawn down in the order originally available; therefore the shortest discount period shall be used to determine the discounted amount.  By way of example and assuming that Tenant has already drawn down against the Allowance $25 million, for each of Lease Years 2007 and 2008, if Tenant on June 1, 2008, requests an accelerated draw down of $25 million, Tenant will be entitled to the discounted value of $25 million on June 1, 2008 (assuming the payment is made on the same day as the request), from January 1, 2009 (the date the next $25 million tranche of the Allowance would have been available under the original Section 5.1.1(c)), using a rate of interest equal to the Disbursement Rate, and the remaining Allowance will be reduced by $25 million.  By way of further example, if Tenant on September 1, 2008, requests an additional accelerated draw down of $25 million, Tenant will be entitled to the discounted value of $25 million on September 1, 2008 (assuming the payment is made on the same day as the request), from January 1, 2010 (the date the next $25 million tranche of the Allowance would have been available under the original Section 5.1.1(c)), using a rate of interest equal to the Disbursement Rate, and the remaining Allowance will be reduced by $25 million.  The parties agree that, as of the date hereof, the remaining balance of the Allowance is $75 million.

2.             As amended hereby, the Lease is hereby ratified and confirmed.

IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to Lease to be duly executed, as a sealed instrument, as of the date first set forth above.

LANDLORD:
HPT TA PROPERTIES TRUST
By:	/s/ John G. Murray
	John G. Murray
	President
HPT TA PROPERTIES LLC
By:	/s/ John G. Murray
	John G. Murray
	President
TENANT:
TA LEASING LLC
By:	/s/ Thomas M. O’Brien
	Thomas M. O’Brien
	President

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Reference is made to the Guaranty of Tenant’s obligations under the Lease dated January 31, 2007 given by TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC, each a Delaware limited liability company (the “Guarantors”) to Landlord. The undersigned Guarantors hereby confirm that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this First Amendment to Lease, and said Guarantors hereby reaffirm the Guaranty.

TRAVELCENTERS OF AMERICA LLC
By:		/s/ Thomas M. O’Brien
		Thomas M. O’Brien
		President
TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC
By:	/s/ Thomas M. O’Brien
	Thomas M. O’Brien
	President
TA OPERATING LLC
By:	/s/ Thomas M. O’Brien
	Thomas M. O’Brien
	President

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