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): June 13, 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 CFR 240.14d-2(b))

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

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)At the TravelCenters of America LLC (the “Company”) annual meeting of shareholders held on June 13, 2008 (the “Meeting”), Arthur G. Koumantzelis was a candidate for re-election as an Independent Director and Barry M. Portnoy was a candidate for re-election as a Managing Director.  Mr. Koumantzelis received the affirmative vote of 6,037,927 shares of the total 10,787,433 shares voted with regard to his election, representing approximately 56% of the shares voted regarding his election and approximately 42% of the total 14,489,265 shares outstanding and eligible to vote at the Meeting.  Mr. Portnoy received the affirmative vote of 6,001,360 shares of the total 10,787,433 shares voted with regard to his election, representing approximately 56% of the shares voted at the Meeting regarding his election and approximately 41% of the total 14,489,265 shares outstanding and eligible to vote at the Meeting.  Because they had not received affirmative votes from majorities of the shares eligible to vote regarding their elections, immediately following the Meeting each of Messrs. Portnoy and Koumantzelis resigned as directors of the Company.

On June 13, 2008, John R. Hoadley, then Executive Vice President of the Company, terminated his employment with the Company.  Mr. Hoadley was a “named executive officer” of the Company, as that term is defined under the rules and regulations of the Securities and Exchange Commission (“SEC”), as of December 31, 2007 because he had served as the Company’s Chief Financial Officer and Treasurer from January 2007 to November 2007.

(d)On June 13, 2008, after the resignation of Messrs. Koumantzelis and Portnoy, referenced above in section (b) of this Item 5.02 of this report, the remaining members of the Board of Directors of the Company (the “Board”) unanimously voted to elect Messrs. Koumantzelis and Portnoy to fill the two vacancies on the Board, with Mr. Koumantzelis as the Group I Independent Director and Mr. Portnoy as the Group I Managing Director.  The Board also appointed Mr. Koumantzelis to serve on the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee and designated him as the Audit Committee’s “financial expert”, as determined pursuant to the rules of the SEC and the American Stock Exchange.  Mr. Koumantzelis was also appointed as the chair of the Audit Committee.

The Company was created as a 100% subsidiary of Hospitality Properties Trust (Hospitality Properties Trust and its applicable subsidiaries are referred to as “Hospitality Trust”).  On January 31, 2007, Hospitality Trust purchased the Company’s predecessor, TravelCenters of America, Inc. (“TA, Inc.”), for approximately $1.9 billion.  Simultaneously with that purchase, Hospitality Trust restructured TA, Inc.’s business as follows: (i) Hospitality Trust retained the real estate of 146 of the 163 travel centers then operated or franchised by TA, Inc. and other assets; (ii) TA, Inc.’s operating business and all its assets not retained by Hospitality Trust, plus approximately $200 million of net working capital, were contributed to the Company; (iii) the Company entered a long term lease for TA, Inc.’s real estate retained by Hospitality Trust; and (iv) all of the Company’s shares were spun off to Hospitality Trust’s shareholders on January 31, 2007 and the Company became a separate public company.

Messrs. Koumantzelis and Portnoy were trustees of Hospitality Trust at the time the Company was created. Mr. Koumantzelis resigned and ceased to be a trustee of Hospitality

Trust shortly before he first joined the Board in January 2007.  Mr. Portnoy remains a trustee of Hospitality Trust.

In addition to the Company’s spin off from Hospitality Trust on January 31, 2007, the Company completed another transaction together with Hospitality Trust in 2007.  On May 30, 2007, the Company purchased Petro Stopping Centers, L.P. for $63.6 million and Hospitality Trust purchased Petro Stopping Centers Holdings, L.P. for approximately $655.0 million.  Simultaneously with these purchases, the Company leased 40 Petro travel centers from Hospitality Trust pursuant to the Company’s Petro lease (as defined below).  With respect to the leases with Hospitality Trust, references to the “Company” in this report, include the Company’s applicable subsidiaries, which are the lessees under those leases.

The Company has two leases with Hospitality Trust pursuant to which the Company leases 185 travel centers from Hospitality Trust.  One lease, which the Company refers to as its TA lease, is for 145 travel centers the Company operates under the “TravelCenters of America” or “TA” brand names.  The TA lease became effective on January 31, 2007.  The other lease, which the Company refers to as its Petro lease, is for 40 travel centers the Company operates under the “Petro” brand name.  The Petro lease became effective on May 30, 2007.  The TA lease expires on December 31, 2022.  The Petro lease expires on June 30, 2024, and may be extended by the Company for up to two additional periods of 15 years each.  Both the TA lease and the Petro lease are so called “triple net” leases, which require the Company to pay all costs incurred in the operation of the leased travel centers, including personnel, utilities, acquiring inventories, services to customers, insurance, real estate and personal property taxes and ground lease payments, if any.  The minimum rent payable by the Company to Hospitality Trust under the TA lease increases annually during the first six years of the lease term from $153.5 million to $175.0 million and may increase if Hospitality Trust purchases improvements to the leased properties in excess of $125.0 million, subject to possible discounting (see below).  The Petro lease requires the Company to pay minimum annual rent of $62.2 million to Hospitality Trust.  Starting in 2012 and 2013, respectively, the TA lease and Petro lease require the Company to pay Hospitality Trust additional rent equal to 3% of increases in nonfuel gross revenues and 0.3% of increases in gross fuel revenues at the leased travel centers over base amounts.  The increases in percentage rents attributable to fuel revenues are subject to a maximum each year calculated by reference to changes in the consumer price index.  Hospitality Trust has agreed to purchase up to $25.0 million of qualified improvements to the leased properties annually for the first five years of the TA lease.  If sales of improvements are less than $25.0 million in one year, the Company may sell such shortfall to Hospitality Trust in subsequent years; provided, however, none of the $125.0 million is available after December 31, 2015.  All improvements purchased are owned by Hospitality Trust.  There will be no adjustment in the Company’s rent as these improvements are sold to Hospitality Trust.  The Company may elect to sell such improvements to Hospitality Trust on an expedited schedule.  If such improvements are sold prior to the times originally established in the original TA lease, the $125.0 million maximum is discounted according to a present value formula established in the TA lease.  The Company may request that Hospitality Trust purchase improvements at the leased travel centers, in addition to the $125.0 million described above, in return for minimum annual rent increases according to a formula:  the minimum rent per year will be increased by an amount equal to the amount funded by Hospitality Trust times the greater of (i) 8.5% or (ii) a benchmark U.S. Treasury interest rate plus 3.5%.  The Company is also required to generally indemnify Hospitality Trust for certain

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environmental matters and for liabilities which arise during the terms of the leases from ownership or operation of the leased travel centers.  During 2007, the Company paid cash rent of $177.1 million under its leases with Hospitality Trust, it sold $25.0 million of improvements to Hospitality Trust without rent adjustment and sold $1.4 million of leasehold improvements to Hospitality Trust for increased rent of $122,000 annually.  During the quarter ended March 31, 2008, the Company paid cash rent of $54.6 million under its leases with Hospitality Trust.  There were no sales of improvements by the Company to Hospitality Trust during the quarter ended March 31, 2008.  At March 31, 2008, other current liabilities on the Company’s consolidated balance sheet included $18.3 million for accrued rent due to Hospitality Trust.  U.S. generally accepted accounting principles provide for complex accounting treatment for the Company’s two leases with Hospitality Trust, which has various effects on the Company’s financial statements.  For a further description of the Company’s accounting for its leases with Hospitality Trust, see the Company’s audited 2007 financial statements and the notes accompanying those financial statements which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which has been previously filed with the SEC.

At the time the Company became a separate publicly owned company as a result of the distribution of its shares to Hospitality Trust’s shareholders, the Company entered a management and shared services agreement with Reit Management & Research LLC (“Reit Management”).  Reit Management also provides management services to Hospitality Trust.  Mr. Portnoy is the chairman and majority owner of Reit Management.  Mr. Portnoy devotes the majority of his time to Reit Management.  Adam D. Portnoy is the President and Chief Executive Officer and an owner of Reit Management.  Adam D. Portnoy is the son of Barry M. Portnoy.  Reit Management has approximately 500 employees and provides management services to other publicly owned companies in addition to the Company and Hospitality Trust, and an affiliate of Reit Management is a registered investment advisor which manages eight mutual funds.  Pursuant to this agreement, Reit Management oversees and assists the Company with various aspects of the Company’s business, which may include, but are not limited to, compliance with various laws and rules applicable to the Company’s status as a publicly owned company, maintenance of its travel centers, site selection for properties on which new travel centers may be developed, identification of, and purchase negotiation for, travel centers and travel center companies, accounting and financial reporting, capital markets and financing activities, investor relations and general oversight of the Company’s daily business activities, including legal and tax matters, human resources, insurance programs, management information systems and the like. Under its management and shared services agreement, the Company pays Reit Management an annual fee equal to 0.6% of the sum of its gross fuel margin (which is its fuel sales revenues less its cost of fuel purchased) plus its total non-fuel revenues.  The fee is payable monthly based on the prior month’s margins and revenues.  During 2007 and the quarter ended March 31, 2008, this fee totaled $7.1 million and $2.0 million, respectively.  In addition, Reit Management provides internal audit services to the Company in return for the Company’s pro rata share of the total internal audit costs incurred by Reit Management for it and other publicly owned companies managed by Reit Management and its affiliates, which amounts are subject to determination by the Company’s Compensation Committee.  In 2007, the total amount the Company paid Reit Management for internal audit services was $113,000.

The terms of the Company’s agreements with Hospitality Trust and Reit Management require that the Company afford Hospitality Trust a right of first refusal to purchase, lease,

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mortgage or otherwise finance any interest the Company owns in a travel center before it sells, leases, mortgages or otherwise finances that travel center with another party, and that the Company afford Hospitality Trust and any other company managed by Reit Management a right of first refusal to acquire or finance any real estate of the types in which they invest before the Company does.  The Company also agreed under these agreements to 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 the Company or any of its subsidiary tenants or guarantors under its leases with Hospitality Trust; the sale of a material part of its assets or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the Board or the boards of any such tenant or guarantor.

The foregoing descriptions of the Company’s agreements with Hospitality Trust and Reit Management are summaries and are qualified in their entirety by the terms of the agreements.  A further description of the terms of those agreements is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which has been previously filed with the SEC.  In addition, copies of those agreements are filed with the SEC and may be obtained from the SEC’s website at www.sec.gov.

The Company believes that its agreements with Hospitality Trust and Reit Management are on commercially reasonable terms which are beneficial to it.  Nonetheless, because of the Company’s various relationships with Hospitality Trust and Reit Management it is possible that some investors may assert that the Company might have obtained more favorable terms but for these relationships.  In fact, a purported shareholder derivative action has been commenced against the Company, its directors, Hospitality Trust and Reit Management which alleges, among other matters, that the rent the Company agreed to pay in the Petro transaction described above is too high.  The terms of the Company’s limited liability company agreement and of its agreements with Hospitality Trust and Reit Management may require that the Company indemnify its directors, Hospitality Trust and Reit Management for liabilities, costs and expenses incurred by them in connection with this litigation.

(e)In connection with the termination of Mr. Hoadley’s employment with the Company, which termination is further reported above in section (b) of this Item 5.02 of this report, on June 13, 2008, Mr. Hoadley and the Company entered into a letter agreement and an Accelerated Vesting Agreement, each dated June 13, 2008.  Pursuant to those agreements, the 6,000 common shares of the Company previously granted to Mr. Hoadley by the Company pursuant to the Company’s equity compensation plan and which, prior to entering into those agreements, were not vested, fully vested effective June 13, 2008, subject to Mr. Hoadley timely paying the estimated withholding taxes in connection with that share acceleration, as determined by those agreements.  The foregoing description of those agreements is not complete and is qualified in its entirety by reference to those agreements, copies of which are filed with this report as Exhibit 10.1 and Exhibit 10.2, respectively.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

10.1	Letter agreement, dated June 13, 2008, among TravelCenters of America LLC and John R. Hoadley.
10.2	Accelerated Vesting Agreement, dated as of June 13, 2008, by and among TravelCenters of America LLC and John R. Hoadley.

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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: June 19, 2008

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EXHIBIT INDEX

Exhibit	Description
10.1	Letter agreement, dated June 13, 2008, among TravelCenters of America LLC and John R. Hoadley.
10.2	Accelerated Vesting Agreement, dated as of June 13, 2008, by and among TravelCenters of America LLC and John R. Hoadley.

EX-10.1

Exhibit 10.1

June 13, 2008

Mr. John R. Hoadley

8 Judith Drive

North Reading, MA 01864

Dear John:

This letter confirms that your employment with Travel Centers of America LLC (“TA”) is terminated effective June 13, 2008 (the “Termination Date”).

Your benefits and pay as of June 13, 2008 are as follows:

Remaining Pay:  On June 13, 2008, you will have received an electronic direct deposit payment for your salary for the semi-monthly period ending June 15, 2008.  This salary payment was in the gross amount of $10,000 and was subject to all usual and applicable taxes and deductions.  Additionally, this electronic direct deposit included payment of all of your remaining and unused vacation time as of June 13, 2008 (50 hours).  This vacation payment was in the gross amount of $5,769.23 and was subject to all usual and applicable taxes and deductions.

Benefits:  Following the Termination Date, you will no longer be an employee of TA and you will not be eligible to participate in any of TA’s employee benefit plans, except as allowed by COBRA or required by applicable law.  To continue any medical insurance beyond the Termination Date, you must complete a continuation of coverage (COBRA) form.  Information regarding COBRA will be immediately mailed to you.

If you have any questions regarding any of these items, please call Bruce Sebera at (440) 808-3045.

In addition, TA has agreed to accelerate the vesting period of your Unvested Shares (as that term is defined in the Travel Centers of America LLC Restricted Share Agreement, dated November 26, 2007 (the “2007 Restricted Share Agreement”) on the following terms and conditions:

1.Stock Grant/Purchase

TA will accelerate the vesting period of your Unvested Shares provided you execute and deliver this Agreement and the attached Accelerated Vesting Agreement and you pay all applicable income taxes in connection with the vesting of the Unvested Shares.  These income taxes will be collected by TA as provided in the attached Accelerated Vesting Agreement.  If you

Mr. John R. Hoadley

June 13, 2008

Page 2

fail to pay all such applicable income taxes, TA plans to exercise its respective rights to purchase, pursuant to the terms of the 2007 Restricted Share Agreement, all of your Unvested Shares, in which case, you agree to cooperate and assist in the execution of any documents, or to take other steps, necessary to effectuate the purchase of your Unvested Shares.

2.Full Payment

By signing this Agreement, you acknowledge and agree that you have received all salary, accrued and unused vacation time, compensation and other such sums due to you as of the Termination Date.

3.Release

You, your heirs, executors, beneficiaries, legal representatives and assigns, individually and in their beneficial capacity, hereby unconditionally and irrevocably release, remise and forever discharge TA and its past, present and future officers, directors, employees, representatives, shareholders, attorneys, agents, successors and affiliates and any other entity to which TA is the advisor, manager or shared services provider (and past, present and future officers, directors, employees, representatives, shareholders, attorneys, agents and successors of said affiliates and other entities to which TA is the advisor, manager or shared services provider), hereinafter referred to as the “Releasees,” or any of them, of and from any and all suits, claims, demands, interest, costs (including attorney’s 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, beneficiaries, legal representatives 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 Agreement, including, without limitation, any claims arising in law or equity, in a court, administrative, arbitration or other tribunal of any state or country, arising out of or in connection with your employment by TA, any claims based on statute, regulation, ordinance, contract or tort; any claims relating to wages, compensation, or benefits; any claims arising under Title VII of the Civil Rights Act of 1964, 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, as amended, the Civil Rights Act of 1991, as amended, the Family and Medical Leave Act, as amended, the Rehabilitation Act, as amended; any claims under the Massachusetts Fair Employment Practices Act, the Massachusetts Equal Rights Act, and the Massachusetts Workers’ Compensation Act; and any other statutory, common law or other claims of any nature whatsoever against any of the Releasees.

4.Confidential Information

You agree that you will immediately return to TA all property of TA, including but not limited to all documents, records, materials, software, equipment, building keys or entry cards and other physical property that have come into your possession or been produced by you in connection with your employment at TA.  In addition, you shall not at any time reveal to any person or entity any confidential information of TA, including, but not limited to, trade secrets or confidential information respecting inventions, products, pricing, designs, methods, know-how, techniques, systems, processes, software programs, financial information, works of authorship, customer lists, projects, plans and proposals, except to employees of TA who need to know such confidential information for the purposes of their employment, or as otherwise authorized by TA in writing, and you shall keep secret all matters entrusted to you, nor shall you use any confidential information in any manner which may injure or cause loss or may be calculated to injure or cause loss to TA, whether directly or indirectly.

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Mr. John R. Hoadley

June 13, 2008

Page 3

5.Confidentiality of Agreement and Non-Disparagement

Except as required by law, you and TA agree to keep confidential and not to disclose the terms of this Agreement and/or the terms of the benefits provided you under it to anyone other than spouse(s), attorney(s) and accountant(s), provided they likewise agree not to disclose said information to anyone.  You further agree not to make harmful or disparaging remarks, written or oral, concerning TA or any of its directors, trustees, officers, partners, employees or agents.  Likewise, the officers and directors of TA agree not to make any harmful or disparaging remarks, written or oral, concerning you or your employment with TA.

6.Non-Solicitation

You agree that for five (5) years following the Termination Date, you shall not, directly or indirectly, without the written consent of TA, employ, recruit, solicit, entice, influence or persuade any other employee of TA or any employee of an affiliate of TA, to leave the employment of TA or such affiliate for any reason.

7.Breach of Paragraphs 4, 5 or 6

The parties agree that any breach of paragraphs 4, 5 or 6 of this Agreement will cause irreparable damage to the non-breaching party and that in the event of such breach the non-breaching party shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation of any obligations hereunder.

8.Non-Waiver

Any waiver by a party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

9.Non-Admission

The parties agree and acknowledge that the considerations exchanged herein do not constitute and shall not be construed as constituting an admission of any sort on the part of either party.

10.          Non-Use in Subsequent Proceeding

The parties agree that this Agreement may not be used as evidence in any subsequent proceeding of any kind except one in which either of the parties alleges a breach of the terms of this Agreement or one in which either of the parties elects to use this Agreement as a defense to any claim.

11.           Entire Agreement

This Agreement constitutes the entire agreement between you and TA concerning the terms and conditions of your separation from employment with TA and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between you and TA, with the exception of the 2007 Restricted Share Agreement referenced above and the attached Accelerated Vesting Agreement.  You agree that TA has not made any warranties, representations or promises to you regarding the meaning or implication of any provision of this Agreement other than as stated herein.

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Mr. John R. Hoadley

June 13, 2008

Page 4

12.No Oral Modification

Any amendments to this Agreement shall be in writing and signed by you and an authorized representative of TA.

13.Severability

In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

14.Governing Law, Jurisdiction, and Successors and Assigns

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, and shall be binding upon and inure to the benefit of you and your heirs, successors and beneficiaries and TA and its agents, representatives, successors and assigns.  Further, the parties irrevocably agree that any legal action or proceeding arising under or relating to this Agreement shall be brought in any state or federal court in Massachusetts.

15.Voluntary Act

By signing this Agreement, you acknowledge and agree that you are doing so knowingly and voluntarily in order to receive the payments and benefits provided for herein.

If you determine to accept this Agreement, understand it and consent to it, please sign this Agreement in the space provided below and return it to my attention.  The enclosed copy is for your records.

I wish you the best of luck with your future endeavors.

Sincerely,

/s/ Thomas M. O’Brien

Thomas M. O’Brien

President and Chief Executive Officer

AGREED TO AND ACCEPTED:

/s/ John R. Hoadley	June 13, 2008
John R. Hoadley

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EX-10.2

Exhibit 10.2

ACCELERATED VESTING AGREEMENT

THIS ACCELERATED VESTING AGREEMENT (this “Agreement”), dated as of June 13, 2008, is by and among TravelCenters of America LLC, a Delaware limited liability company (the “Company”) and John R. Hoadley (“Mr. Hoadley”).

RECITALS:

1.Pursuant to a Restricted Share Agreement, dated as of November 26, 2007, by and between the Company and Mr. Hoadley (the “Restricted Share Agreements”), the Company granted Mr. Hoadley the Shares (as defined in the Restricted Share Agreements) subject to the vesting and repurchase provisions described therein.

2.In connection with the termination of Mr. Hoadley’s employment with Reit Management & Research LLC (“RMR”) and the concurrent termination of his employment with the Company pursuant to those certain letter agreements each dated the date hereof (collectively, the “Termination Agreements”), Mr. Hoadley and the Company have agreed to have all of the Shares granted pursuant to the Restricted Share Agreements vest immediately, subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1.Accelerated Vesting; Related Agreements.

(a)Provided that Mr. Hoadley shall have satisfied his obligations under Section 1(b), the Company and Mr. Hoadley hereby agree that, effective as of the Termination Date (as defined in the Termination Agreements), the Shares shall be fully vested and that the Company shall have no further right to repurchase the Shares pursuant to Section 2 of the Restricted Share Agreements.

(b)Not less than three (3) business days prior to the Termination Date, Mr. Hoadley shall deliver to RMR an amount equal to the estimated withholding tax (as reasonably determined by RMR) that will be due and payable in connection with the consummation of the transactions contemplated by Section 1(a) (the “Withholding Tax”).  In the event that RMR shall thereafter reasonably determine that the actual amount of the Withholding Tax is greater than the amount so delivered by Mr. Hoadley, Mr. Hoadley shall within three (3) business days after receiving notice thereof deliver to RMR an amount equal to the excess of such actual amount over the aggregate amount theretofore delivered by him pursuant to this Section 1(b).  In the event that prior to the Company’s remittance of the Withholding Tax  to the Internal Revenue Service, RMR reasonably determines that the aggregate amount so delivered by Mr. Hoadley pursuant to this Section 1(b) was greater than the actual amount of the Withholding Tax, the Company shall within three (3) business days after receipt of notice thereof refund any excess payments to Mr. Hoadley.  Nothing contained herein shall be deemed to obligate the Company to file for a refund or other adjustment of any Withholding Tax remitted by it or to permit Mr. Hoadley to examine or otherwise have access to any withholding tax or other tax returns or records of the Company.

(c)Mr. Hoadley acknowledges and agrees that (i) the Shares 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 shall bear a legend substantially in the following form:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED.

(d)Mr. Hoadley acknowledges and agrees that he is responsible for all income tax obligations and/or liability created under state and federal tax laws by virtue of the vesting of the Shares and agrees to indemnify the Company for any tax liability that may be imposed on it by virtue of such transactions.

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.

(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
24601 Center Ridge Road, Suite 200
Westlake, OH  44145-5639
Attn:  Chief Financial Officer

Mr. Hoadley:

John R. Hoadley
8 Judith Drive
North Reading, MA 01864

(c)Entire Agreement.  This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, except for the Termination Agreement referenced above.

(d)Binding Effect.  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 and the legal relations between and among the parties hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws.  To the extent permitted by law, the parties agree to the exclusive jurisdiction of the

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state courts of, and the federal courts located in, the Commonwealth of Massachusetts to resolve any and all claims arising out of, or relating to, the enforcement of this Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement and other documents referred to herein which form a part hereof, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof.  There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth or referred to herein.

(e)Further Assurances.  From time to time after the date hereof, each party agrees to execute and deliver such other instruments and take such other actions as the other may reasonably request in connection with the transactions contemplated hereby or to effectuate the full intent hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written.

TravelCenters of America LLC
By:	/s/ Thomas M. O’Brien
	Name:
	Title:
/s/ John R. Hoadley
John R. Hoadley

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