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): January 25, 2010

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:

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

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

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

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

Item 1.01.Entry into a Material Definitive Agreement.

On January 25, 2010, TravelCenters of America LLC, or the Company, entered into an amended and restated business management and shared services agreement, or the business management agreement, with Reit Management & Research LLC, or Reit Management, which agreement amended and restated the preexisting management and shared services agreement between the Company and Reit Management.

Under the business management agreement, the Company continues to engage Reit Management to provide the Company with business management and shared services substantially consistent with the services provided to the Company by Reit Management historically.  The fee payable by the Company to Reit Management for the services Reit Management provides under the business management agreement remains at the sum of (i) 0.6% of the gross fuel margin and (ii) 0.6% of the total non-fuel revenues of the Company and its subsidiaries determined in accordance with generally accepted accounting principles in the United States.  In addition, under the business management agreement, the Company continues to be obligated to reimburse Reit Management for certain expenses incurred in connection with services rendered under the agreement.

The term of the business management agreement initially expires on December 31, 2010, and automatically renews for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or Reit Management before the end of an applicable term.  Either party may terminate the business management agreement upon 60 days’ prior written notice and Reit Management may terminate the business management agreement upon five business days’ notice if the Company undergoes a change of control, as determined under the business management agreement.  In addition, either party may terminate the business management agreement for a violation of the business management agreement by the other party which remains uncured 30 days after notice of default or in the case of certain bankruptcy, insolvency or related matters regarding the other party.

The business management agreement provides that Reit Management generally may not directly or indirectly provide advice or assistance to competitors of the Company but otherwise does not prevent or restrict Reit Management from engaging in any other activities or businesses or from providing management services to any other person or entity, including providing management services to Hospitality Properties Trust, the Company’s principal landlord, related to properties owned or acquired by Hospitality Properties Trust which may be leased, operated or managed by the Company or by competitors of the Company.

The business management agreement also includes arbitration provisions for the resolution of certain disputes, claims and controversies and provides that neither party may assign the business management agreement without the written consent of the other party, except that Reit Management may assign the business management agreement to certain successors which remain under the control of one or more persons who controlled the operations of Reit Management immediately prior to the assignment.

The terms of the business management agreement described above were reviewed, approved and adopted by the compensation committee of the board of directors of the Company, which is comprised solely of independent directors.

The foregoing description of the business management agreement is not complete and is subject to and qualified in its entirety by reference to the amended and restated business management and shared services agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Information Regarding Certain Relationships and Related Transactions

One of the Company’s Managing Directors, Barry Portnoy, is the Chairman and majority owner of Reit Management.  His son, Adam Portnoy, is the other owner of Reit Management and is a director, President and Chief Executive Officer of Reit Management.  The Company’s other Managing Director, President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Treasurer are also officers of Reit Management.

The Company currently owns approximately 14.29% of the outstanding equity of Affiliates Insurance Company, or Affiliates Insurance.  The other shareholders of Affiliates Insurance are Reit Management and five other companies to which Reit Management provides management services, and all of the Company’s directors are also directors of Affiliates Insurance.  Reit Management provides certain management and administrative services to Affiliates Insurance, and an affiliate of Reit Management, RMR Advisors, Inc., acts as Affiliates Insurance’s investment adviser.

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The Company understands that Reit Management and the other companies to which Reit Management provides management services also have certain other relationships with each other, including business, property management and lease arrangements.  In addition, officers of Reit Management serve as officers of other companies managed by Reit Management.  Information regarding those relationships is provided in the applicable periodic reports and proxy statements filed by those other companies with the Securities and Exchange Commission. Mr. Barry Portnoy is a managing director or managing trustee of the other publicly traded companies to which Reit Management provides management services, including Hospitality Properties Trust, a landlord of the Company.  Mr. Adam D. Portnoy is also a managing trustee of some of those other companies, including Hospitality Properties Trust.  In addition, the Company’s Independent Directors also serve as directors or trustees of certain of those other companies.

The Company was formerly a 100% owned subsidiary of Hospitality Properties Trust until the Company’s spin off from Hospitality Properties Trust on January 31, 2007.  The Company has numerous continuing relationships with Hospitality Properties Trust, including lease arrangements.  Hospitality Properties Trust currently is the Company’s principal landlord and owns 1,540,000 of the Company’s outstanding common shares.  Reit Management provides management services to Hospitality Properties Trust.

For further information regarding certain relationships and related transactions with respect to the Company, its directors and officers, and Reit Management, please refer to the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (including the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Related Party Transactions”), Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (including the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Related Party Transactions”), and Proxy Statement for the 2009 annual meeting of shareholders of the Company (including the section captioned “Related Person Transactions and Company Review of Such Transactions”).

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 25, 2010, the board of directors of the Company amended the Company’s Amended and Restated Limited Liability Company Agreement, or the LLC Agreement.  The amendment to the LLC Agreement amends Section 9.7(a)(2) of the LLC Agreement to provide that: (a) generally, notice of shareholder nominations or other proposals must be given to the Company no later than 5:00 p.m. on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; and (b) in the event that an annual meeting of the Company is called for a date that is more than 30 days earlier or later than the first anniversary of the preceding year’s annual meeting, notice of shareholder nominations or other proposals must be given to the Company no later than 5:00 p.m. on the 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.

Also on January 25, 2010, the board of directors of the Company adopted amended and restated bylaws of the Company.  Those amended and restated bylaws amend Section 2.14.1(b) of the bylaws to conform to the amendments made to Section 9.7(a)(2) the LLC Agreement, which amendments are described in the immediately preceding paragraph.

The foregoing description of the amendment to the LLC Agreement and the Company’s amended and restated bylaws is not complete and is subject to and qualified in its entirety by reference to the amendment to the LLC Agreement and the amended and restated bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, and are each incorporated herein by reference.  In addition, a marked copy of the Company’s amended and restated bylaws indicating changes made to the Company’s bylaws as they existed immediately prior to the adoption of those amended and restated bylaws is attached as Exhibit 3.3.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

3.1	Amendment to Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, dated January 25, 2010
3.2	Amended and Restated Bylaws of TravelCenters of America LLC adopted January 25, 2010
3.3	Amended and Restated Bylaws of TravelCenters of America LLC adopted January 25, 2010 (marked copy)
10.1	Amended and Restated Business Management and Shared Services Agreement, dated as of January 25, 2010, by and between TravelCenters of America LLC and Reit Management & Research 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, Chief Financial Officer and Treasurer

Dated: January 28, 2010

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EXHIBIT INDEX

Exhibit	Description
3.1	Amendment to Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, dated January 25, 2010
3.2	Amended and Restated Bylaws of TravelCenters of America LLC adopted January 25, 2010
3.3	Amended and Restated Bylaws of TravelCenters of America LLC adopted January 25, 2010 (marked copy)
10.1	Amended and Restated Business Management and Shared Services Agreement, dated as of January 25, 2010, by and between TravelCenters of America LLC and Reit Management & Research LLC

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EX-3.1

Exhibit 3.1

TRAVELCENTERS OF AMERICA LLC

AMENDMENT TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Amendment, dated as of January 25, 2010, to Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC, as amended June 15, 2007 and November 9, 2009 (the “LLC Agreement”).

1.The second sentence of Section 9.7(a)(2) of the LLC Agreement is deleted and replaced in its entirety with the following text:

To be timely, a Shareholder’s notice 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 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice 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 the Shareholder to be timely must 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 (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual meeting is first made by the Company.

[signature page follows]

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IN WITNESS WHEREOF, TravelCenters of America LLC has caused this Amendment to Amended and Restated Limited Liability Company Agreement to be executed by its duly authorized officer as of the date first set forth above.

TRAVELCENTERS OF AMERICA LLC
By:	/s/ Mark R. Young
Name: Mark R. Young
Title:   Executive Vice President and General Counsel

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EX-3.2

Exhibit 3.2

TRAVELCENTERS OF AMERICA LLC

AMENDED AND RESTATED BYLAWS

As Amended and Restated January 25, 2010

Table of Contents

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 2.3.1.	General	1
Section 2.3.2.	Shareholder Requested Special Meetings	2
Section 2.4.	Notice of Regular or Special Meetings	4
Section 2.5.	Notice of Adjourned Meetings	4
Section 2.6.	Scope of Meetings	4
Section 2.7.	Organization of Shareholder Meetings	5
Section 2.8.	Quorum	5
Section 2.9.	Voting	6
Section 2.10.	Proxies	6
Section 2.11.	Record Date	6
Section 2.12.	Voting of Shares by Certain Holders	6
Section 2.13.	Inspectors	6
Section 2.14.	Nominations and Other Proposals to be Considered at Meetings of Shareholders	7
Section 2.14.1.	Annual Meetings of Shareholders	7
Section 2.14.2.	Shareholder Nominations or Other Proposals Causing Covenant Breaches or Defaults	13
Section 2.14.3.	Shareholder Nominations or Other Proposals Requiring Governmental Action	14
Section 2.14.4.	Special Meetings of Shareholders	15
Section 2.14.5.	General	17
Section 2.15.	Voting by Ballot	19
Section 2.16.	Proposals of Business Which Are Not Proper Matters For Action By Shareholders	19
ARTICLE III DIRECTORS		19
Section 3.1.	General Powers; Qualifications; Directors Holding Over	19
Section 3.2.	Independent Directors and Managing Directors	19
Section 3.3.	Number and Tenure	20
Section 3.4.	Annual and Regular Meetings	20
Section 3.5.	Special Meetings	20
Section 3.6.	Notice	20
Section 3.7.	Quorum	21
Section 3.8.	Voting	21
Section 3.9.	Telephone Meetings	21
Section 3.10.	Action by Written Consent of Board of Directors	21

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Section 3.11.	Waiver of Notice	22
Section 3.12.	Vacancies	22
Section 3.13.	Compensation	22
Section 3.14.	Removal of Directors	22
Section 3.15.	Surety Bonds	22
Section 3.16.	Reliance	22
Section 3.17.	Qualifying Shares Not Required	23
Section 3.18.	Certain Rights of Directors, Officers, Employees and Agents	23
Section 3.19.	Emergency Provisions	23
ARTICLE IV COMMITTEES		23
Section 4.1.	Number; Tenure and Qualifications	23
Section 4.2.	Powers	23
Section 4.3.	Meetings	24
Section 4.4.	Telephone Meetings	24
Section 4.5.	Action by Written Consent of Committees	24
Section 4.6.	Vacancies	24
ARTICLE V OFFICERS		25
Section 5.1.	General Provisions	25
Section 5.2.	Removal and Resignation	25
Section 5.3.	Vacancies	25
Section 5.4.	Chief Executive Officer	25
Section 5.5.	Chief Operating Officer	25
Section 5.6.	Chief Financial Officer	26
Section 5.7.	Chairman of the Board	26
Section 5.8.	Vice Chairman of the Board	26
Section 5.9.	President	26
Section 5.10.	Vice Presidents	26
Section 5.11.	Secretary	26
Section 5.12.	Treasurer	26
Section 5.13.	Assistant Secretaries and Assistant Treasurers	27
Section 5.14.	General Powers of Officers	27
ARTICLE VI CHECKS AND DEPOSITS		27
Section 6.1.	Checks and Drafts	27
Section 6.2.	Deposits	27
ARTICLE VII SHARES		27
Section 7.1.	Certificates	27
Section 7.2.	Transfers	28
Section 7.3.	Mutilated, Destroyed, Lost or Stolen Certificates	28
Section 7.4.	Closing of Transfer Books or Fixing of Record Date	29
Section 7.5.	Stock Ledger	30
ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE		30
Section 8.1.	Actions Requiring Regulatory Compliance Implicating the Company	30
Section 8.2.	Compliance With Law	31

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Section 8.3.	Limitation on Voting Shares or Proxies	31
Section 8.4.	Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies	32
Section 8.5.	Board of Directors’ Determinations	32
ARTICLE IX RESTRICTIONS ON TRANSFER OF SHARES		32
Section 9.1.	Definitions	32
Section 9.2.	Transfer And Ownership Restrictions	34
Section 9.3.	Exceptions	34
Section 9.4.	Excess Securities	34
Section 9.5.	Modification Of Remedies For Certain Indirect Transfers	35
Section 9.6.	Legal Proceedings; Prompt Enforcement	35
Section 9.7.	Liability	36
Section 9.8.	Obligation To Provide Information	36
Section 9.9.	Legend	36
Section 9.10.	Authority Of Board Of Directors	36
Section 9.11.	Transactions on a National Securities Exchange	37
Section 9.12.	Reliance	37
Section 9.13.	Benefits Of This Article IX	37
Section 9.14.	Severability	37
Section 9.15.	Waiver	37
Section 9.16.	Conflict	37
ARTICLE X FISCAL YEAR		38
Section 10.1.	Fiscal Year	38
ARTICLE XI DIVIDENDS AND OTHER DISTRIBUTIONS		38
Section 11.1.	Dividends and Other Distributions	38
ARTICLE XII SEAL		38
Section 12.1.	Seal	38
Section 12.2.	Affixing Seal	38
ARTICLE XIII WAIVER OF NOTICE		38
Section 13.1.	Waiver of Notice	38
ARTICLE XIV AMENDMENT OF BYLAWS		39
Section 14.1.	Amendment of Bylaws	39
ARTICLE XV MISCELLANEOUS		39
Section 15.1.	References to Limited Liability Company Agreement of the Company; Conflicting Provisions	39
Section 15.2.	Costs and Expenses	39
Section 15.3.	Ratification	39
Section 15.4.	Ambiguity	40
Section 15.5.	Inspection of Bylaws	40
ARTICLE XVI ARBITRATION		40
Section 16.1.	Procedures for Arbitration of Disputes	40
Section 16.2.	Arbitrators	40
Section 16.3.	Place of Arbitration	40

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Section 16.4.	Discovery	40
Section 16.5.	Awards	41
Section 16.6.	Costs and Expenses	41
Section 16.7.	Final and Binding	41
Section 16.8.	Beneficiaries	41

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TRAVELCENTERS OF AMERICA LLC
AMENDED AND RESTATED BYLAWS

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.

Section 2.3.1.                        General.  The chairman of the board, if any, or a majority of the entire Board of Directors may call a special meeting of the shareholders.  Subject to Section 2.3.2 and the last sentence of this Section 2.3.1, a special meeting of shareholders shall also be called by the secretary of the Company upon the written request of shareholders entitled to cast not less than the Special Meeting Percentage of all the votes entitled to be cast at such meeting.  The “Special Meeting Percentage” shall be a majority or, to the extent permitted by any applicable rule of the principal exchange on which the Company’s common shares are listed (such rules, the “Exchange Rules”), such higher percentage as shall be specified from time to time by the Board of Directors; provided, however, that in no case shall the Special Meeting Percentage be more than 75%.  Nothing in these Bylaws shall be construed to permit the shareholders to cause a special meeting of the shareholders to be called unless applicable law or Exchange Rule requires that the shareholders be able to do so.

Section 2.3.2.                        Shareholder Requested Special Meetings.

(a)                  Subject to the last sentence of Section 2.3.1, any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the secretary of the Company (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the shareholders entitled to request a special meeting (the “Request Record Date”).  No shareholder may make a Record Date Request Notice unless such shareholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds certificates for all shares in the Company owned by such shareholder during all times described in Section 2.14.1(a), and a copy of each such certificate held by such shareholder at the time of giving such written request shall accompany such shareholder’s written request to the secretary in order for such request to be effective.  The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at the meeting, shall be signed by one or more shareholders of record as of the date of signature (or their duly authorized agents), shall bear the date of signature of each such shareholder (or its duly authorized agent) signing the Record Date Request Notice and shall set forth all information that each such shareholder would be required to disclose in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, as well as additional information required by Section 2.14.  Upon receiving the Record Date Request Notice, the Board of Directors may in its discretion fix a Request Record Date, which need not be the same date as that requested in the Record Date Request Notice, and may also fix the Special Meeting Percentage for that meeting.  The Request Record Date shall not precede, and shall not be more than 10 days after the close of business on, the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors.  If the Board of Directors, within 10 days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement (as defined in Section 2.14.5(c)) of such Request Record Date, the Request Record Date shall be the close of business on the 10th day after the date a valid Record Date Request Notice is received by the secretary.

(b)                  Subject to the last sentence of Section 2.3.1, in order for any shareholder to request a special meeting, one or more written requests for a special meeting signed by shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage (the “Special Meeting Request”) shall be delivered to the secretary.  No shareholder may make a Special Meeting Request unless such shareholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds certificates for all shares in the Company owned by such shareholder during all times described in Section 2.14.1(a), and a copy of each such certificate held by such shareholder at the time of giving such written request shall accompany such shareholder’s written request to the secretary in order for such request to be effective.  In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on

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at the meeting (which shall be limited to the matters set forth in the Record Date Request Notice received by the secretary), shall bear the date of signature of each such shareholder (or its duly authorized agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Company’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class and number of shares of the Company which are owned of record and beneficially by each such shareholder, shall be sent to the secretary by registered mail, return receipt requested, and shall be received by the secretary within 60 days after the Request Record Date.  Any requesting shareholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(c)                  The secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing, mailing and filing the notice of meeting (including the Company’s proxy materials).  The secretary shall not be required to call a special meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents and information required by Section 2.3.2(b), the secretary receives payment from the requesting shareholders of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(d)                  Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the officer who called the meeting, if any, and otherwise by the Board of Directors.  In the case of any special meeting called by the secretary upon the request of shareholders (a “Shareholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that if the Board of Directors fails to designate, within 10 days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the record date for such Shareholder Requested Meeting (the “Meeting Record Date”) or, if such 90th day is not a Business Day (as defined below), on the first Business Day preceding such 90th day; and provided further that in the event that the Board of Directors fails to designate a place for a Shareholder Requested Meeting within 10 days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Company.  In fixing a date for any special meeting, the chairman of the board, if any, the president or the Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.  In the case of any Shareholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date.

(e)                  If at any time as a result of written revocations of requests for the special meeting, shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast less than the Special Meeting Percentage shall have delivered and not revoked requests for a special meeting, the secretary may refrain from mailing

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the notice of the meeting or, if the notice of the meeting has been mailed, the secretary may revoke the notice of the meeting at any time not less than 10 days before the meeting if the secretary has sent to all other requesting shareholders written notice of such revocation and of the intention to revoke the notice of the meeting, and the Company may cancel and not hold such meeting.  Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(f)                   The Board of Directors shall determine the validity of any purported Record Date Request Notice or Special Meeting Request received by the secretary.  For the purpose of permitting the Board of Directors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the Board of Directors may certify that the secretary has validly received requests signed by shareholders (or their duly authorized agents) entitled to cast not less than the Special Meeting Percentage of all votes entitled to be cast at the meeting to be called pursuant to such requests.  Any Record Date Request Notice or Special Meeting Request that is submitted but which is inaccurate, incomplete or otherwise fails to satisfy completely any applicable provisions of this Section 2.3.2 shall be deemed defective and shall thereby render all proposals set forth in such Record Date Request Notice or Special Meeting Request, as applicable, defective.

(g)                  For purposes of these Bylaws, “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.

Section 2.4.                  Notice of Regular or Special Meetings.  If and to the extent required by law, the secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting written notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by recognized national courier service, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means, including electronic delivery, permitted by the Delaware 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.

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.                  Scope of Meetings.  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.

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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 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 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) maintaining order and security at the meeting; (f) 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; (g) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (h) 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

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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 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 registered in his or her name as such fiduciary, either in person or by proxy.

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 shall (i) ascertain and report the number of shares of beneficial interest 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

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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.

(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 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.  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 a court of competent jurisdiction to have been made in bad faith.

Section 2.14.1.Annual Meetings of Shareholders.

(a)Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the 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 shareholder of the Company who (A) has continuously held at least $2,000 in market value, or 1%, of the Company’s common shares entitled to vote at the meeting on such election or the proposal for other business, as the case may be, for at least one year from the date such shareholder gives the notice provided for in this Section 2.14.1 (or, if such notice is given prior to April 1, 2010, continuously held Company common shares since April 1, 2009 and without regard to the $2,000 market value, or 1%, requirement), and continuously holds such shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (B) is a shareholder of record at the time of giving the notice provided for in this Section 2.14.1 through and including the time of the annual meeting (including any adjournment or postponement thereof), (C) is entitled to make nominations or propose other business and to vote at the meeting on such election, or the proposal for other business, as the case may be, (D) is present in person or by proxy at such meeting to answer questions concerning the nomination or other business, as the case may be, and (E) complies with the notice procedures set forth in this Section 2.14 as to such nomination or other business.  Section 2.14.1(a)(ii) shall be the exclusive means for a shareholder to make nominations or propose other business before an annual meeting of shareholders, except to the extent of matters which are required to be presented to shareholders by applicable law which have been properly presented in accordance with the requirements of such law.  For purposes of determining compliance with the requirement in subclause (A) of Section 2.14.1(a)(ii), the market value of the Company’s common shares held by the applicable shareholder shall be determined by

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multiplying the number of shares such shareholder continuously held for that one-year period by the highest selling price of the Company’s common shares as reported on the principal exchange on which the Company’s common shares are listed during the 60 calendar days before the date such notice was submitted.

(b)For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.14.1(a)(ii), the shareholder 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, a shareholder’s notice shall 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 120th day nor earlier than the 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 30 days earlier or later than the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely shall be so delivered not later than 5:00 p.m. (Eastern Time) on the 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 for the giving of a shareholder’s notice as described above.   No shareholder may give a notice to the secretary described in this Section 2.14.1(b) unless such shareholder holds a certificate for all shares of the Company owned by such shareholder during all times described in Section 2.14.1(a), 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.

A shareholder’s notice shall set forth:

(A)as to each individual whom the shareholder proposes to nominate for election or reelection as a director (a “Proposed Nominee”) and any Proposed Nominee Associated Person (as defined in Section 2.14.1(c)), (1) the name, age, business address and residence address of such Proposed Nominee and the name and address of such Proposed Nominee Associated Person, (2) the principal occupation or employment of such Proposed Nominee for the past five years, (3) a statement of whether such Proposed Nominee is proposed for nomination as an Independent Director (as defined in Section 3.2) or a Managing Director (as defined in Section 3.2) 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) 

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the class, series and number of any shares of the Company that are, directly or indirectly, beneficially owned or owned of record by such Proposed Nominee or by such Proposed Nominee Associated Person, (5) the date such shares were acquired and the investment intent of such acquisition, (6) a description of all purchases and sales of securities of the Company by such Proposed Nominee or by such Proposed Nominee Associated Person during the previous 24 month period, including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, (7) a description of all Derivative Transactions (as defined in Section 2.14.1(c)) by such Proposed Nominee or by such Proposed Nominee Associated Person during the previous 24 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, the transactions, such description to include, without limitation, all information that such Proposed Nominee or Proposed Nominee Associated Person would be required to report on an Insider Report (as defined in Section 2.14.1(c)) if such Proposed Nominee or Proposed Nominee Associated Person were a director of the Company or the beneficial owner of more than 10% of the shares of the Company at the time of the transactions, (8) any performance related fees (other than an asset based fee) that such Proposed Nominee or such Proposed Nominee Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction, if any, as of the date of such notice, including, without limitation, any such interests held by members of such Proposed Nominee’s or such Proposed Nominee Associated Person’s immediate family sharing the same household with such Proposed Nominee or such Proposed Nominee Associated Person, (9) any proportionate interest in shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction held, directly or indirectly, by a general or limited partnership in which such Proposed Nominee or such Proposed Nominee Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (10) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships,

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between or among such shareholder, Proposed Nominee Associated Person, or their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each Proposed Nominee, or his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “S.E.C.”) (and any successor regulation), if the shareholder making the nomination and any Proposed Nominee Associated Person on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such registrant, (11) any rights to dividends on the shares of the Company owned beneficially by such Proposed Nominee or such Proposed Nominee Associated Person that are separated or separable from the underlying shares of the Company, (12) to the extent known by such Proposed Nominee or such Proposed Nominee Associated Person, the name and address of any other person who owns, of record or beneficially, any shares of the Company and who supports the Proposed Nominee for election or reelection as a director, (13) all other information relating to such Proposed Nominee or such Proposed Nominee Associated Person that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder and (14) such Proposed Nominee’s notarized written consent to being named in the shareholder’s proxy statement as a nominee and to serving as a director if elected;

(B)as to any other business that the shareholder proposes to bring before the meeting, (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 or any Shareholder Associated Person (as defined in Section 2.14.1(c)), including any anticipated benefit to such shareholder or any Shareholder Associated Person therefrom, (3) a description of all agreements, arrangements and understandings between such shareholder and Shareholder Associated Person amongst themselves or

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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 intends to appear in person or by proxy at the meeting to bring the business before the meeting;

(C)as to the shareholder giving the notice and any Shareholder Associated Person, (1) the class, series and number of securities of the Company that are owned of record by such shareholder or by such Shareholder Associated Person, if any, (2) the class, series and number of, and the nominee holder for, any shares owned, directly or indirectly, beneficially but not of record by such shareholder or by such Shareholder Associated Person, if any, (3) with respect to the foregoing clauses (1) and (2), the date such shares were acquired and the investment intent of such acquisition and (4) all information relating to such shareholder and Shareholder Associated Person that is required to be disclosed in connection with the solicitation of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder;

(D)as to the shareholder giving the notice and any Shareholder Associated Person, (1) the name and address of such shareholder, as they appear on the Company’s stock ledger and the current name and address, if different, of such shareholder and Shareholder Associated Person and (2) the investment strategy or objective, if any, of such shareholder or Shareholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder or Shareholder Associated Person;

(E)as to the 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 previous 24 month period, 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 all Derivative Transactions by such

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shareholder or Shareholder Associated Person during the previous 24 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, the transactions, such description to include, without limitation, all information that such shareholder or Shareholder Associated Person would be required to report on an Insider Report if such shareholder or Shareholder Associated Person were a director of the Company or the beneficial owner of more than 10% of the shares of the Company at the time of the transactions, (3) any performance related fees (other than an asset based fee) that such shareholder or Shareholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction, if any, as of the date of such notice, including, without limitation, any such interests held by members of such shareholder’s or Shareholder Associated Person’s immediate family sharing the same household with such shareholder or Shareholder Associated Person, (4) any proportionate interest in shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction held, directly or indirectly, by a general or limited partnership in which such shareholder or Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (5) any rights to dividends on the shares of the Company owned beneficially by such shareholder or Shareholder Associated Person that are separated or separable from the underlying shares of the Company;

(F)to the extent known by the shareholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of the Company and who supports the nominee for election or reelection as a director or the proposal of other business; and

(G)if more than one class or series of shares of the Company is outstanding, the class and series of shares of the Company entitled to vote for such Proposed Nominee and/or shareholder’s proposal, as applicable.

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(c)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 owned of record or beneficially by such shareholder and (C) any person controlling, controlled by or under common control with such shareholder or a Shareholder Associated Person; (ii) “Proposed Nominee Associated Person” of any Proposed Nominee shall mean (A) any person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of shares of the Company owned of record or beneficially by such Proposed Nominee and (C) any person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person; (iii) “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; and (iv) “Insider Report” shall mean 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 of the Company or who is directly or indirectly the beneficial owner of more than 10% of the shares of the Company.

(d)Notwithstanding anything in the second sentence of Section 2.14.1(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first 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 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary of the Company at the principal executive office of the Company not later than 5:00 p.m. (Eastern Time) on the 10th day following the day on which such public announcement is first made by the Company.

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

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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

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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.  Applicable Louisiana law requires that a director be approved by the Louisiana 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 Louisiana Gaming Control Board to be a director, or if the Louisiana Gaming Control Board have 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 Louisiana 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 shall be conducted 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; (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (c) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Company who is a shareholder of record both at the time of giving of notice provided for in this Section 2.14.4 and at the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 2.14.4.  In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Company’s  notice of meeting, if the shareholder satisfies the holding period and certificate requirements set forth in Section 2.14.1(a) and Section 2.14.1(b), the shareholder’s notice contains or is accompanied by the information and documents required by Section 2.14 and the shareholder has given timely notice thereof in writing to the secretary of the Company at the principal executive offices of the Company.  To be timely, a shareholder’s notice shall be delivered to the secretary of the Company at the principal executive offices of the Company not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m.

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(Eastern Time) on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the 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 for the giving of a shareholder’s notice as described above.

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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 shall 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

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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 S.E.C. pursuant to the Exchange Act; and (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, 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).

(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 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 25% of the shares required to approve the proposal (or such lesser percentage as may be required by law).

(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 (the “Agreement”) 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 the Agreement may be substantially similar to the Code of Business Conduct and Ethics of the Company or any similar code promulgated by the Company (the “Code of Business Conduct”) or may differ from or supplement the Code of Business Conduct.

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(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 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, (b) not have been convicted of a felony and (c) meet the qualifications of an Independent Director or a Managing Director, each as defined in Section 3.2, as the case may be, depending upon the position for which such individual may be nominated and elected.  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 Reit Management & Research LLC (or its permitted successors and assigns under the Management and Shared Services Agreement entered into between the Company and Reit Management & Research LLC), who is not involved in the Company’s day to

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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 S.E.C., as those requirements may be amended from time to time.  If the number of directors, at any time, is set at less than five, at least one director shall be a Managing Director.  So long as the number of directors shall be five or greater, at least two directors shall be Managing Directors.  A “Managing Director” shall mean a director who is not an Independent Director and who has been an employee of the Company or Reit Management & Research LLC (or its permitted successors or assigns under the Management and Shared Services Agreement entered into between the Company and Reit Management & Research LLC) or involved in the day to day activities of the Company for at least one 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 and no more than seven.  The number of directors shall be five 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

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address.  Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least 24 hours prior to the meeting.  Notice by mail shall be deposited in the U.S. mail at least 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 of a number of directors resulting 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 to such action.  Such written 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.

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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 of the Company, services as an employee of any affiliate of the Company, 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 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

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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 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 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

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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 S.E.C., 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 to such action is signed by a majority of the committee and such written 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.

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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 by the Board of Directors if in their judgment the best interests of the Company would be served thereby, but the 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 giving written notice of his or her resignation to the Board of Directors, the chairman of the board, 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.  A 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.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 5.5.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

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Section 5.6.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 5.7.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 5.8.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 5.9.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 5.10.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.

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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 shall from time to time be determined by the treasurer, the chief executive officer or the Board of Directors.

Section 6.2.Deposits.  All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the treasurer, the chief executive officer or the Board of Directors may designate.

ARTICLE VII

SHARES

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.  Such certificates shall signed by the chairman of the board, the president or a vice president and by the secretary or an assistant secretary 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,

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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

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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 stock transfer books shall be closed for a stated period but not longer than 20 days.  If the stock 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 10 days before the date of such meeting.

(c)If no record date is fixed and the stock 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

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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.Stock 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 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 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

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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.  Louisiana law provides that any person who owns five percent or more of gaming businesses in Louisiana shall provide detailed personal history and financial information and be approved by the Louisiana Gaming Control Board.  Accordingly, if a shareholder acquires five percent or more of the Company and refuses to provide the Company with information required to be submitted to the Louisiana Gaming Control Board or if the Louisiana Gaming Control Board declines to approve such a shareholder’s ownership of the Company, then, in either event, shares of the Company owned by such a shareholder necessary to reduce its ownership to less than five percent of the Company may be deemed shares in excess of the Ownership Limit and shall be subject to the provisions of Article VIII of the LLC Agreement.

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 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 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.

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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 this ARTICLE VIII.

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

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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-

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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

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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

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(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

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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 S.E.C. 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.

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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.

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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.

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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.

Section 16.2.Arbitrators.  There shall be three arbitrators.  If there are only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two 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 arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the 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.

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Section 16.5.Awards.  In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Delaware.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly 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.  The party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the 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 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 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 appointed arbitrator.

Section 16.7.Final and Binding.  An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the 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 made except for actions relating to enforcement of this agreement to arbitrate or any arbitral 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 16.8.Beneficiaries.  This ARTICLE XVI is intended to benefit and be enforceable by the shareholders, directors, officers, managers (including Reit Management & Research LLC or its successor), 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.

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EX-3.3

Exhibit 3.3

TRAVELCENTERS OF AMERICA LLC

AMENDED AND RESTATED BYLAWS

As Amended and Restated November 9, 2009January 25, 2010

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Table of Contents

ARTICLE I OFFICES		5
Section 1.1.	Offices	5
ARTICLE II MEETINGS OF SHAREHOLDERS		5
Section 2.1.	Place	5
Section 2.2.	Annual Meeting	5
Section 2.3.	Special Meetings	5
Section 2.3.1.	General	5
Section 2.3.2.	Shareholder Requested Special Meetings	6
Section 2.4.	Notice of Regular or Special Meetings	8
Section 2.5.	Notice of Adjourned Meetings	8
Section 2.6.	Scope of Meetings	8
Section 2.7.	Organization of Shareholder Meetings	8
Section 2.8.	Quorum	9
Section 2.9.	Voting	10
Section 2.10.	Proxies	10
Section 2.11.	Record Date	10
Section 2.12.	Voting of Shares by Certain Holders	10
Section 2.13.	Inspectors	10
Section 2.14.	Nominations and Other Proposals to be Considered at Meetings of Shareholders	11
Section 2.14.1.	Annual Meetings of Shareholders	11
Section 2.14.2.	Shareholder Nominations or Other Proposals Causing Covenant Breaches or Defaults	17
Section 2.14.3.	Shareholder Nominations or Other Proposals Requiring Governmental Action	18
Section 2.14.4.	Special Meetings of Shareholders	19
Section 2.14.5.	General	1920
Section 2.15.	Voting by Ballot	2122
Section 2.16.	Proposals of Business Which Are Not Proper Matters For Action By Shareholders	2122
ARTICLE III DIRECTORS		2122
Section 3.1.	General Powers; Qualifications; Directors Holding Over	2122
Section 3.2.	Independent Directors and Managing Directors	23
Section 3.3.	Number and Tenure	2223
Section 3.4.	Annual and Regular Meetings	2223
Section 3.5.	Special Meetings	23
Section 3.6.	Notice	23
Section 3.7.	Quorum	2324
Section 3.8.	Voting	2324
Section 3.9.	Telephone Meetings	2324
Section 3.10.	Action by Written Consent of Board of Directors	24

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Section 3.11.	Waiver of Notice	2324
Section 3.12.	Vacancies	2425
Section 3.13.	Compensation	2425
Section 3.14.	Removal of Directors	2425
Section 3.15.	Surety Bonds	25
Section 3.16.	Reliance	25
Section 3.17.	Qualifying Shares Not Required	2425
Section 3.18.	Certain Rights of Directors, Officers, Employees and Agents	2526
Section 3.19.	Emergency Provisions	2526
ARTICLE IV COMMITTEES		2526
Section 4.1.	Number; Tenure and Qualifications	2526
Section 4.2.	Powers	26
Section 4.3.	Meetings	2627
Section 4.4.	Telephone Meetings	2627
Section 4.5.	Action by Written Consent of Committees	2627
Section 4.6.	Vacancies	27
ARTICLE V OFFICERS		2627
Section 5.1.	General Provisions	2728
Section 5.2.	Removal and Resignation	2728
Section 5.3.	Vacancies	2728
Section 5.4.	Chief Executive Officer	2728
Section 5.5.	Chief Operating Officer	28
Section 5.6.	Chief Financial Officer	2728
Section 5.7.	Chairman of the Board	2728
Section 5.8.	Vice Chairman of the Board	2829
Section 5.9.	President	2829
Section 5.10.	Vice Presidents	2829
Section 5.11.	Secretary	2829
Section 5.12.	Treasurer	29
Section 5.13.	Assistant Secretaries and Assistant Treasurers	2829
Section 5.14.	General Powers of Officers	2829
ARTICLE VI CHECKS AND DEPOSITS		2930
Section 6.1.	Checks and Drafts	2930
Section 6.2.	Deposits	2930
ARTICLE VII SHARES		30
Section 7.1.	Certificates	30
Section 7.2.	Transfers	3031
Section 7.3.	Mutilated, Destroyed, Lost or Stolen Certificates	3031
Section 7.4.	Closing of Transfer Books or Fixing of Record Date	3132
Section 7.5.	Stock Ledger	3132
ARTICLE VIII REGULATORY COMPLIANCE AND DISCLOSURE		3233
Section 8.1.	Actions Requiring Regulatory Compliance Implicating the Company	3233
Section 8.2.	Compliance With Law	3334

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Section 8.3.	Limitation on Voting Shares or Proxies	3334
Section 8.4.	Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies	3334
Section 8.5.	Board of Directors’ Determinations	3334
ARTICLE IX RESTRICTIONS ON TRANSFER OF SHARES		3435
Section 9.1.	Definitions	3435
Section 9.2.	Transfer And Ownership Restrictions	3536
Section 9.3.	Exceptions	3637
Section 9.4.	Excess Securities	37
Section 9.5.	Modification Of Remedies For Certain Indirect Transfers	3738
Section 9.6.	Legal Proceedings; Prompt Enforcement	38
Section 9.7.	Liability	3738
Section 9.8.	Obligation To Provide Information	3839
Section 9.9.	Legend	3839
Section 9.10.	Authority Of Board Of Directors	3839
Section 9.11.	Transactions on a National Securities Exchange	3940
Section 9.12.	Reliance	3940
Section 9.13.	Benefits Of This Article IX	3940
Section 9.14.	Severability	3940
Section 9.15.	Waiver	40
Section 9.16.	Conflict	40
ARTICLE X FISCAL YEAR		3940
Section 10.1.	Fiscal Year	3940
ARTICLE XI DIVIDENDS AND OTHER DISTRIBUTIONS		3940
Section 11.1.	Dividends and Other Distributions	3940
ARTICLE XII SEAL		4041
Section 12.1.	Seal	4041
Section 12.2.	Affixing Seal	4041
ARTICLE XIII WAIVER OF NOTICE		41
Section 13.1.	Waiver of Notice	41
ARTICLE XIV AMENDMENT OF BYLAWS		4041
Section 14.1.	Amendment of Bylaws	4041
ARTICLE XV MISCELLANEOUS		4142
Section 15.1.	References to Limited Liability Company Agreement of the Company; Conflicting Provisions	4142
Section 15.2.	Costs and Expenses	4142
Section 15.3.	Ratification	42
Section 15.4.	Ambiguity	4142
Section 15.5.	Inspection of Bylaws	4142
ARTICLE XVI ARBITRATION		4243
Section 16.1.	Procedures for Arbitration of Disputes	4243
Section 16.2.	Arbitrators	4243
Section 16.3.	Place of Arbitration	43

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Section 16.4.	Discovery	43
Section 16.5.	Awards	4243
Section 16.6.	Costs and Expenses	4243
Section 16.7.	Final and Binding	4344
Section 16.8.	Beneficiaries	44

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TRAVELCENTERS OF AMERICA LLC
AMENDED AND RESTATED BYLAWS

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.

Section 2.3.1.                    General.  The chairman of the board, if any, or a majority of the entire Board of Directors may call a special meeting of the shareholders.  Subject to Section 2.3.2 and the last sentence of this Section 2.3.1, a special meeting of shareholders shall also be called by the secretary of the Company upon the written request of shareholders entitled to cast not less than the Special Meeting Percentage of all the votes entitled to be cast at such meeting.  The “Special Meeting Percentage” shall be a majority or, to the extent permitted by any applicable rule of the principal exchange on which the Company’s common shares are listed (such rules, the “Exchange Rules”), such higher percentage as shall be specified from time to time by the Board of Directors; provided, however, that in no case shall the Special Meeting Percentage be more than 75%.  Nothing in these Bylaws shall be construed to permit the shareholders to cause a special meeting of the shareholders to be called unless applicable law or Exchange Rule requires that the shareholders be able to do so.

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Section 2.3.2.               Shareholder Requested Special Meetings.

(a)                 Subject to the last sentence of Section 2.3.1, any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the secretary of the Company (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the shareholders entitled to request a special meeting (the “Request Record Date”).  No shareholder may make a Record Date Request Notice unless such shareholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds certificates for all shares in the Company owned by such shareholder during all times described in Section 2.14.1(a), and a copy of each such certificate held by such shareholder at the time of giving such written request shall accompany such shareholder’s written request to the secretary in order for such request to be effective.  The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at the meeting, shall be signed by one or more shareholders of record as of the date of signature (or their duly authorized agents), shall bear the date of signature of each such shareholder (or its duly authorized agent) signing the Record Date Request Notice and shall set forth all information that each such shareholder would be required to disclose in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, as well as additional information required by Section 2.14.  Upon receiving the Record Date Request Notice, the Board of Directors may in its discretion fix a Request Record Date, which need not be the same date as that requested in the Record Date Request Notice, and may also fix the Special Meeting Percentage for that meeting.  The Request Record Date shall not precede, and shall not be more than 10 days after the close of business on, the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors.  If the Board of Directors, within 10 days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement (as defined in Section 2.14.5(c)) of such Request Record Date, the Request Record Date shall be the close of business on the 10th day after the date a valid Record Date Request Notice is received by the secretary.

(b)                 Subject to the last sentence of Section 2.3.1, in order for any shareholder to request a special meeting, one or more written requests for a special meeting signed by shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage (the “Special Meeting Request”) shall be delivered to the secretary.  No shareholder may make a Special Meeting Request unless such shareholder (i) complies with the requirements set forth in Section 2.14.1(a)(ii)(A) and (ii) holds certificates for all shares in the Company owned by such shareholder during all times described in Section 2.14.1(a), and a copy of each such certificate held by such shareholder at the time of giving such written request shall accompany such shareholder’s written request to the secretary in order for such request to be effective.  In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at the meeting (which shall be limited to

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the matters set forth in the Record Date Request Notice received by the secretary), shall bear the date of signature of each such shareholder (or its duly authorized agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Company’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class and number of shares of the Company which are owned of record and beneficially by each such shareholder, shall be sent to the secretary by registered mail, return receipt requested, and shall be received by the secretary within 60 days after the Request Record Date.  Any requesting shareholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(c)                 The secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing, mailing and filing the notice of meeting (including the Company’s proxy materials).  The secretary shall not be required to call a special meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents and information required by Section 2.3.2(b), the secretary receives payment from the requesting shareholders of such reasonably estimated cost prior to the mailing of any notice of the meeting.

(d)                 Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the officer who called the meeting, if any, and otherwise by the Board of Directors.  In the case of any special meeting called by the secretary upon the request of shareholders (a “Shareholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that if the Board of Directors fails to designate, within 10 days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the record date for such Shareholder Requested Meeting (the “Meeting Record Date”) or, if such 90th day is not a Business Day (as defined below), on the first Business Day preceding such 90th day; and provided further that in the event that the Board of Directors fails to designate a place for a Shareholder Requested Meeting within 10 days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Company.  In fixing a date for any special meeting, the chairman of the board, if any, the president or the Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.  In the case of any Shareholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date.

(e)                 If at any time as a result of written revocations of requests for the special meeting, shareholders of record (or their duly authorized agents) as of the Request Record Date entitled to cast less than the Special Meeting Percentage shall have delivered and not revoked requests for a special meeting, the secretary may refrain from mailing the

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notice of the meeting or, if the notice of the meeting has been mailed, the secretary may revoke the notice of the meeting at any time not less than 10 days before the meeting if the secretary has sent to all other requesting shareholders written notice of such revocation and of the intention to revoke the notice of the meeting, and the Company may cancel and not hold such meeting.  Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(f)                  The Board of Directors shall determine the validity of any purported Record Date Request Notice or Special Meeting Request received by the secretary.  For the purpose of permitting the Board of Directors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the Board of Directors may certify that the secretary has validly received requests signed by shareholders (or their duly authorized agents) entitled to cast not less than the Special Meeting Percentage of all votes entitled to be cast at the meeting to be called pursuant to such requests.  Any Record Date Request Notice or Special Meeting Request that is submitted but which is inaccurate, incomplete or otherwise fails to satisfy completely any applicable provisions of this Section 2.3.2 shall be deemed defective and shall thereby render all proposals set forth in such Record Date Request Notice or Special Meeting Request, as applicable, defective.

(g)                 For purposes of these Bylaws, “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.

Section 2.4.                  Notice of Regular or Special Meetings.  If and to the extent required by law, the secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting written notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by recognized national courier service, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means, including electronic delivery, permitted by the Delaware 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.

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.                  Scope of Meetings.  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

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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 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 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) maintaining order and security at the meeting; (f) 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; (g) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (h) 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,

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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 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 registered in his or her name as such fiduciary, either in person or by proxy.

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 shall (i) ascertain and report the number of shares of beneficial interest 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.

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(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 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.  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 a court of competent jurisdiction to have been made in bad faith.

Section 2.14.1.             Annual Meetings of Shareholders.

(a)                 Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the 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 shareholder of the Company who (A) has continuously held at least $2,000 in market value, or 1%, of the Company’s common shares entitled to vote at the meeting on such election or the proposal for other business, as the case may be, for at least one year from the date such shareholder gives the notice provided for in this Section 2.14.1 (or, if such notice is given prior to April 1, 2010, continuously held Company common shares since April 1, 2009 and without regard to the $2,000 market value, or 1%, requirement), and continuously holds such shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (B) is a shareholder of record at the time of giving the notice provided for in this Section 2.14.1 through and including the time of the annual meeting (including any adjournment or postponement thereof), (C) is entitled to make nominations or propose other business and to vote at the meeting on such election, or the proposal for other business, as the case may be, (D) is present in person or by proxy at such meeting to answer questions concerning the nomination or other business, as the case may be, and (E) complies with the notice procedures set forth in this Section 2.14 as to such nomination or other business.  Section 2.14.1(a)(ii) shall be the exclusive means for a shareholder to make nominations or propose other business before an annual meeting of shareholders, except to the extent of matters which are required to be presented to shareholders by applicable law which have been properly presented in accordance with the requirements of such law.  For purposes of determining compliance with the requirement in subclause (A) of Section 2.14.1(a)(ii), the market value of the Company’s common shares held by the applicable shareholder shall be determined by multiplying the number of shares such shareholder continuously held for that one-year period by the highest selling price of the Company’s common shares as reported on the principal exchange on which the Company’s common shares are listed during the 60 calendar days before the date such notice was submitted.

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(b)For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.14.1(a)(ii), the shareholder 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, a shareholder’s notice shall 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 90120th day nor earlier than the 120150th 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 date of the proxy statement for the annual meeting is called for a date that is more than 30 days beforeearlier or afterlater than the first anniversary of the date of the proxy statement for the preceding year’s annual meeting, notice by the shareholder to be timely shall be so delivered not earlierlater than 5:00 p.m. (Eastern Time) on the 120th day prior to the date of the proxy statement for such annual meeting and not later than 5:00 p.m. (Eastern Time) on the later of (x) the 90th day prior to the date of the proxy statement for such annual meeting or (y) the 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 proxy statement for such meeting or the date of suchannual 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 for the giving of a shareholder’s notice as described above.   No shareholder may give a notice to the secretary described in this Section 2.14.1(b) unless such shareholder holds a certificate for all shares of the Company owned by such shareholder during all times described in Section 2.14.1(a), 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.

A shareholder’s notice shall set forth:

(A)as to each individual whom the shareholder proposes to nominate for election or reelection as a director (a “Proposed Nominee”) and any Proposed Nominee Associated Person (as defined in Section 2.14.1(c)), (1) the name, age, business address and residence address of such Proposed Nominee and the name and address of such Proposed Nominee Associated Person, (2) the principal occupation or employment of such Proposed Nominee for the past five years, (3) a statement of whether such Proposed Nominee is proposed for nomination as an Independent Director (as defined in Section 3.2) or a Managing Director (as defined in Section 3.2) 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,

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beneficially owned or owned of record by such Proposed Nominee or by such Proposed Nominee Associated Person, (5) the date such shares were acquired and the investment intent of such acquisition, (6) a description of all purchases and sales of securities of the Company by such Proposed Nominee or by such Proposed Nominee Associated Person during the previous 24 month period, including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, (7) a description of all Derivative Transactions (as defined in Section 2.14.1(c)) by such Proposed Nominee or by such Proposed Nominee Associated Person during the previous 24 month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, the transactions, such description to include, without limitation, all information that such Proposed Nominee or Proposed Nominee Associated Person would be required to report on an Insider Report (as defined in Section 2.14.1(c)) if such Proposed Nominee or Proposed Nominee Associated Person were a director of the Company or the beneficial owner of more than 10% of the shares of the Company at the time of the transactions, (8) any performance related fees (other than an asset based fee) that such Proposed Nominee or such Proposed Nominee Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction, if any, as of the date of such notice, including, without limitation, any such interests held by members of such Proposed Nominee’s or such Proposed Nominee Associated Person’s immediate family sharing the same household with such Proposed Nominee or such Proposed Nominee Associated Person, (9) any proportionate interest in shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction held, directly or indirectly, by a general or limited partnership in which such Proposed Nominee or such Proposed Nominee Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (10) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder, Proposed Nominee Associated Person, or their respective affiliates and

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associates, or others acting in concert therewith, on the one hand, and each Proposed Nominee, or his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “S.E.C.”) (and any successor regulation), if the shareholder making the nomination and any Proposed Nominee Associated Person on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such registrant, (11) any rights to dividends on the shares of the Company owned beneficially by such Proposed Nominee or such Proposed Nominee Associated Person that are separated or separable from the underlying shares of the Company, (12) to the extent known by such Proposed Nominee or such Proposed Nominee Associated Person, the name and address of any other person who owns, of record or beneficially, any shares of the Company and who supports the Proposed Nominee for election or reelection as a director, (13) all other information relating to such Proposed Nominee or such Proposed Nominee Associated Person that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder and (14) such Proposed Nominee’s notarized written consent to being named in the shareholder’s proxy statement as a nominee and to serving as a director if elected;

(B)as to any other business that the shareholder proposes to bring before the meeting, (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 or any Shareholder Associated Person (as defined in Section 2.14.1(c)), including any anticipated benefit to such shareholder or any Shareholder Associated Person therefrom, (3) a description of all agreements, arrangements and understandings between such shareholder 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

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shareholder and (4) a representation that such shareholder intends to appear in person or by proxy at the meeting to bring the business before the meeting;

(C)as to the shareholder giving the notice and any Shareholder Associated Person, (1) the class, series and number of securities of the Company that are owned of record by such shareholder or by such Shareholder Associated Person, if any, (2) the class, series and number of, and the nominee holder for, any shares owned, directly or indirectly, beneficially but not of record by such shareholder or by such Shareholder Associated Person, if any, (3) with respect to the foregoing clauses (1) and (2), the date such shares were acquired and the investment intent of such acquisition and (4) all information relating to such shareholder and Shareholder Associated Person that is required to be disclosed in connection with the solicitation of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case, pursuant to Section 14 (or any successor provision) of the Exchange Act and the rules and regulations promulgated thereunder;

(D)as to the shareholder giving the notice and any Shareholder Associated Person, (1) the name and address of such shareholder, as they appear on the Company’s stock ledger and the current name and address, if different, of such shareholder and Shareholder Associated Person and (2) the investment strategy or objective, if any, of such shareholder or Shareholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder or Shareholder Associated Person;

(E)as to the 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 previous 24 month period, 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 all Derivative Transactions by such shareholder or Shareholder Associated Person during the previous 24 month period, including the date of the

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transactions and the class, series and number of securities involved in, and the material economic terms of, the transactions, such description to include, without limitation, all information that such shareholder or Shareholder Associated Person would be required to report on an Insider Report if such shareholder or Shareholder Associated Person were a director of the Company or the beneficial owner of more than 10% of the shares of the Company at the time of the transactions, (3) any performance related fees (other than an asset based fee) that such shareholder or Shareholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction, if any, as of the date of such notice, including, without limitation, any such interests held by members of such shareholder’s or Shareholder Associated Person’s immediate family sharing the same household with such shareholder or Shareholder Associated Person, (4) any proportionate interest in shares of the Company or instrument or arrangement of the type contemplated within the definition of Derivative Transaction held, directly or indirectly, by a general or limited partnership in which such shareholder or Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (5) any rights to dividends on the shares of the Company owned beneficially by such shareholder or Shareholder Associated Person that are separated or separable from the underlying shares of the Company;

(F)to the extent known by the shareholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of the Company and who supports the nominee for election or reelection as a director or the proposal of other business; and

(G)if more than one class or series of shares of the Company is outstanding, the class and series of shares of the Company entitled to vote for such Proposed Nominee and/or shareholder’s proposal, as applicable.

(c)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 owned of record or beneficially by such shareholder and (C) any person controlling, controlled by or

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under common control with such shareholder or a Shareholder Associated Person; (ii) “Proposed Nominee Associated Person” of any Proposed Nominee shall mean (A) any person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of shares of the Company owned of record or beneficially by such Proposed Nominee and (C) any person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person; (iii) “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; and (iv) “Insider Report” shall mean 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 of the Company or who is directly or indirectly the beneficial owner of more than 10% of the shares of the Company.

(d)Notwithstanding anything in the second sentence of Section 2.14.1(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first 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 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary of the Company at the principal executive office of the Company not later than 5:00 p.m. (Eastern Time) on the 10th day following the day on which such public announcement is first made by the Company.

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

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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

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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.  Applicable Louisiana law requires that a director be approved by the Louisiana 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 Louisiana Gaming Control Board to be a director, or if the Louisiana Gaming Control Board have 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 Louisiana 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 shall be conducted 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; (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (c) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Company who is a shareholder of record both at the time of giving of notice provided for in this Section 2.14.4 and at the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 2.14.4.  In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Company’s  notice of meeting, if the shareholder satisfies the holding period and certificate requirements set forth in Section 2.14.1(a) and Section 2.14.1(b), the shareholder’s notice contains or is accompanied by the information and documents required by Section 2.14 and the shareholder has given timely notice thereof in writing to the secretary of the Company at the principal executive offices of the Company.  To be timely, a shareholder’s notice shall be delivered to the secretary of the Company at the principal executive offices of the Company not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m. (Eastern Time) on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the 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 for the giving of a shareholder’s notice as described above.

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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 shall 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

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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 S.E.C. pursuant to the Exchange Act; and (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, 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).

(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 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 25% of the shares required to approve the proposal (or such lesser percentage as may be required by law).

(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 (the “Agreement”) 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 the Agreement may be substantially similar to the Code of Business Conduct and Ethics of the Company or any similar code promulgated by the Company (the “Code of Business Conduct”) or may differ from or supplement the Code of Business Conduct.

(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.

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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 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, (b) not have been convicted of a felony and (c) meet the qualifications of an Independent Director or a Managing Director, each as defined in Section 3.2, as the case may be, depending upon the position for which such individual may be nominated and elected.  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 Reit Management & Research LLC (or its permitted successors and assigns under the Management and Shared Services Agreement entered into between the Company and Reit Management & Research 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 S.E.C., as those requirements may be amended from time to time.  If the number of directors, at any time, is set at less than five, at least one

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director shall be a Managing Director.  So long as the number of directors shall be five or greater, at least two directors shall be Managing Directors.  A “Managing Director” shall mean a director who is not an Independent Director and who has been an employee of the Company or Reit Management & Research LLC (or its permitted successors or assigns under the Management and Shared Services Agreement entered into between the Company and Reit Management & Research LLC) or involved in the day to day activities of the Company for at least one 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 and no more than seven.  The number of directors shall be five 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 24 hours prior to the meeting.  Notice by mail shall be deposited in the U.S. mail at least 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

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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 of a number of directors resulting 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 to such action.  Such written 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.

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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 of the Company, services as an employee of any affiliate of the Company, 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 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.

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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 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 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

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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 S.E.C., 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 to such action is signed by a majority of the committee and such written 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

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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 by the Board of Directors if in their judgment the best interests of the Company would be served thereby, but the 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 giving written notice of his or her resignation to the Board of Directors, the chairman of the board, 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.  A 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.                  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 5.5.                  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 5.6.                  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 5.7.                  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

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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 5.8.                  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 5.9.                  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 5.10.                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

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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 shall from time to time be determined by the treasurer, the chief executive officer or the Board of Directors.

Section 6.2.                  Deposits.  All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies or other depositories as the treasurer, the chief executive officer or the Board of Directors may designate.

ARTICLE VII

SHARES

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.  Such certificates shall signed by the chairman of the board, the president or a vice president and by the secretary or an assistant secretary 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.

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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

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(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 theCompany 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 stock transfer books shall be closed for a stated period but not longer than 20 days.  If the stock 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 10 days before the date of such meeting.

(c)                 If no record date is fixed and the stock 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.                  Stock 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,

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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 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 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.  Louisiana law provides that any person who owns five percent or more of gaming businesses in Louisiana shall provide detailed personal history and financial information and be approved by the Louisiana Gaming Control Board.  Accordingly, if a shareholder acquires five percent or more of the Company and refuses to provide the Company with information required to be submitted to the Louisiana Gaming Control Board or if the Louisiana Gaming Control Board declines to approve such a shareholder’s ownership of the Company, then, in either event, shares of the Company owned bysuch a shareholder necessary to reduce its ownership to less than five percent of the Company may

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be deemed shares in excess of the Ownership Limit and shall be subject to the provisions of Article VIII of the LLC Agreement.

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 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 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 this ARTICLE VIII.

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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,

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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

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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.

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(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.

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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 S.E.C. 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.

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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

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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.

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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.

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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.

Section 16.2.                Arbitrators.  There shall be three arbitrators.  If there are only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party. If there are more than two 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 arbitrator. Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the 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.

Section 16.5.                Awards.  In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Delaware.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly 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.  The party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the 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

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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 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 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 appointed arbitrator.

Section 16.7.                Final and Binding.  An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the 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 made except for actions relating to enforcement of this agreement to arbitrate or any arbitral 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 16.8.                Beneficiaries.  This ARTICLE XVI is intended to benefit and be enforceable by the shareholders, directors, officers, managers (including Reit Management & Research LLC or its successor), 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.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED BUSINESS MANAGEMENT

AND SHARED SERVICES AGREEMENT

THIS AMENDED AND RESTATED BUSINESS MANAGEMENT AND SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2010, by and between TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the “Company”), and REIT MANAGEMENT & RESEARCH LLC, a Delaware limited liability company (“RMR”).

WHEREAS, the Company and RMR are parties to a Management and Shared Services Agreement dated as of January 31, 2007 (the “Original Agreement”); and

WHEREAS, the Company and RMR wish to amend and restate the Original Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree that the Original Agreement is hereby amended and restated as follows:

Section 1.Management Services.

1.1Management Services to be Rendered.  Subject to the terms and conditions hereinafter set forth, the Company hereby continues to engage RMR to provide the business management and shared services contemplated by this Agreement with respect to the Company’s business and operations, and RMR hereby accepts such continued engagement.  RMR shall provide the Company with the management services described below (each, a “Service”, and collectively, the “Services”), in each case to the extent requested by the Company:

(a)Property Maintenance and Repairs.  Advice in obtaining, when appropriate, the services of property managers or management firms to perform customary property management services with regard to the hospitality and fuel service facilities (each a “Travel Center”) operated, leased or owned by or otherwise in the possession of the Company or any subsidiary thereof; performance of  such supervisory, evaluation or monitoring services on behalf of the Company with respect to the activities of those property managers or management firms as would be performed by a prudent operator, owner or lessee in the Company’s business, including, but not limited to, supervising the activities of property managers or management firms, reviewing the maintenance and renovation needs for governmental or regulatory compliance at the Company’s properties, assessing capital and engineering projects, property

inspections, and participating in property management budgeting, but excluding the actual on-site property management functions performed by Company personnel, property managers or management firms.

(b)Site Selection, Etc.  Advice in site selection of properties on which new Travel Centers may be developed, and in the identification and acquisition of new and existing Travel Centers and travel center companies.

(c)Accounting Support.  Advice and assistance with accounting, tax, audit and financial reporting of the Company, including, without limitation, advice and assistance in:  (i) setting up and maintaining systems for financial record keeping; (ii) conducting the administration of the day-to-day bookkeeping and accounting functions as are required for the proper management of the assets of the Company; (iii) establishing and implementing internal audit functions; (iv) contracting for and supervising the process for independent annual audits; and (v) preparation of financial reports as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Internal Revenue Code of 1986, as amended, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing.

(d)Capital Markets, Financing and Strategic Advice and Assistance.

(i)Equity Capital Markets.  Advice and assistance relating to equity capital raising transactions, but not including solicitation of investors as a broker, dealer or underwriter in any capital raising transactions.

(ii)Debt Financing.  Advice and assistance relating to revolving lines of credit and other issuances of indebtedness.

(iii)Strategic.  Advice and assistance relating to possible business and strategic opportunities as may come to the attention of the Company or RMR, including, without limitation, acquisitions, joint ventures, dispositions and other strategic transactions.

(iv)Investigation.  Investigation and evaluation of financing, refinancing, leasing and other business opportunities, and making recommendations concerning these opportunities.

(e)Cash Management.  Advice and assistance in:  (i) operating and managing the Company’s collection systems, cash concentration systems and electronic disbursements; (ii) maintaining bank accounts, including opening and closing of operating, security deposits, local depository and petty cash accounts; (iii) bank administration; and (iv) maintaining bank relationships.

(f)Human Resources.  Advice and assistance in management of the Company’s 401(k) plan and other employee benefit plans, Company employee and management

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recruitment, performance evaluation and establishment of salary, bonus and other compensation scales and executive and staff employee structure.

(g)Insurance Administration.  Advice and assistance in:  (i) securing all forms of insurance, including property, casualty and workers’ compensation; (ii) managing insurance policies; (iii) negotiation of premiums and arranging payment terms; (iv) managing claims; and (v) preparation of loss analysis.  The amount and levels of insurance shall be determined in the sole and absolute discretion of the Company.

(h)Investor Relations.  Advice and assistance in the preparation and coordination of:  (i) annual and other reports to shareholders; (ii) presentations to the public; (iii) public relations; (iv) marketing materials; (v) internet website; and (vi) investor relations services.

(i)Regulatory Compliance.  Advice and assistance with compliance with applicable legal and regulatory requirements, including, without limitation, advice and assistance in preparation of financial reports as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business.

(j)Contracts.  Assistance in review and negotiation of and advice concerning Company contracts and agreements, including, without limitation, contracts in connection with the services described in subsections 1.1(b) and (d), in each case, on behalf of the Company and in the furtherance of the Company’s objectives.

(k)Legal.  Advice and assistance in review of and advice concerning Company contracts and agreements, coordination and supervision of all third party legal services and oversight of processing of claims by or against the Company.

(l)Management Information Systems.

(i)Applications Development.  Advice and assistance related to development and maintenance of Company information technology system applications, including, without limitation, intranet, financial, accounting and clerical systems.

(ii)Telecommunications.  Advice and assistance related to design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; negotiation of contracts with third party vendors and suppliers; and local area network and wide area network communications support.

(iii)Operations/Technical Support and User Support.  Advice and assistance related to design, maintenance and operation of the computing environment, including business specific applications, network wide applications, electronic mail and other systems; managing the purchase and maintenance of equipment, including hardware and software; configuration, installation and support of computer equipment; and education and training of the user community.

(m)Research.  Advice and assistance in the conduct of market research reports and special research assignments; investigation and evaluation of financing, refinancing,

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leasing and other business opportunities; and making recommendations concerning these opportunities.

(n)Securities Filings.  Advice and assistance in the preparation and filing of periodic and other reports required to be filed by Sections 13 and 15 of the Exchange Act and the rules and regulations thereunder; advice and assistance in the preparation, filing, distribution and posting of proxy and consent materials pursuant to the Exchange Act and the rules and regulations thereunder; and advice and assistance in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state; it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings, and RMR shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify RMR from any such costs or liabilities incurred by it.

(o)Special Projects.  Advice and assistance in special projects and such other services within the scope contemplated by this Agreement although not expressly covered elsewhere in this subsection 1.1.

(p)Supervision of Third Party Manager Arrangements.  Advice and oversight concerning the Company’s relationship with any and all, current or future, third party managers of its current or future facilities or properties.

(q)Tax Administration.  Advice and assistance in the preparation, review and filing of all federal, state and other required tax returns and tax related matters. All tax matters shall be determined by the Company in its absolute and sole discretion.

(r)Third Party Advisors.  To the extent not specifically addressed elsewhere in this subsection 1.1, advise, assist and oversee the retention of counsel, consultants and other third party professionals on behalf of the Company.

Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, RMR pursuant to this Agreement shall not include any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended).

1.2Performance of Services.  RMR covenants that it will perform or cause to be performed the Services in a timely, efficient and workmanlike manner.  RMR further covenants that it will maintain or contract for a sufficient staff of trained personnel to enable it to perform the Services hereunder.  With the Company’s approval, RMR may retain third parties or its affiliates to provide certain of the Services hereunder.  In such cases, and notwithstanding anything herein to the contrary, the Company shall pay the fees and costs of such third parties and reimburse RMR in accordance with subsection 1.4 for RMR’s actual out-of-pocket costs and expenses for arranging for such Services (including, without limitation, the fees and costs of such third parties paid by RMR) to the extent the Company is not billed or does not pay directly. 

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RMR shall be responsible for paying such affiliates for their fees and costs in providing such Services unless otherwise approved by a majority vote of the Independent Directors (as defined in the Company’s Bylaws, as in effect from time to time) of the Company.  Any arrangements between RMR and its affiliates for the provision of Services hereunder shall be commercially reasonable and on terms not less favorable than those which could be obtained from unaffiliated third parties.  All services shall be performed as requested and/or authorized by the Company from time to time.

In performing its services hereunder with respect to the Company, RMR shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as in effect from time to time.  In addition, RMR shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Company and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.

1.3Compensation.

(a)Payment for Services.  RMR shall be paid a fee for the Services provided to the Company under this Agreement (the “Fee”) equal to the sum of (i) 0.6% of the gross fuel margin and (ii) 0.6% of the total non-fuel revenues (such gross fuel margin and total non-fuel revenues, collectively, “Revenues”) of the Company and its subsidiaries determined in accordance with generally accepted accounting principles in the United States.  The Fee shall be estimated and paid monthly by the Company in advance based upon the prior calendar month’s Revenues, and such payment shall be paid within 15 calendar days of the end of the applicable prior calendar month unless otherwise agreed.  The calculation of the fee for any month shall be based upon the Company’s monthly financial statements and shall be in reasonable detail.  A copy of the computations shall promptly be delivered to RMR accompanied by payment of the Fee thereon to be due and payable.  The Fee shall be pro-rated for any partial month this Agreement shall be in effect.

The aggregate annual Fee paid in any fiscal year shall be subject to adjustment as of the end of that fiscal year.  On or before the 30th day after public availability of the Company’s annual audited financial statements for each fiscal year, the Company shall deliver to RMR a notice setting forth (i) the Company’s Revenues for such year, (ii) the Company’s computation of the Fee payable for such year and (iii) the amount of the Fee theretofore paid to RMR in respect of such year.  If the annual Fee payable for said fiscal year exceeds the aggregate amounts previously paid with respect thereto by the Company, the Company shall pay such deficit amount to RMR at the time of delivery of such notice.  If the annual Fee payable for said fiscal year as shown in such notice is less than the aggregate amounts previously paid with respect thereto by the Company, the Company shall specify in such notice whether RMR should (i) refund to the Company payment in an amount equal to such difference or (ii) grant the

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Company a credit against the Fee next coming due in the amount of such difference until such amount has been fully paid or otherwise discharged.

(b)Payment Subordination.  No Fee payments shall be paid by the Company to RMR if any of the contractual rent obligations of the Company or any of its subsidiaries to Hospitality Properties Trust or any of its subsidiaries (collectively “HPT”) pursuant to any lease agreement are past due.  Any Fee payment unpaid as a result of the preceding sentence shall accrue interest until paid at the Prime Rate (as defined below), and shall be automatically due and payable: (i) when the condition preventing the payment of such Fee is no longer in effect, (ii) upon any termination of the Agreement, or (iii) upon the occurrence of any event of default by the Company enumerated in subsection 3.2 or a Change of Control (as defined in subsection 3.4) of the Company.  This subsection 1.3(b) is only intended to define the relative rights of RMR and HPT.  Without intending to limit the generality of the foregoing, nothing in this subsection 1.3(b) shall: (i) impair, as between the Company and RMR, the obligation of the Company to pay any amounts owing hereunder in accordance with the terms hereof; or (ii) affect the relative rights of RMR and creditors of the Company other than HPT.  For purposes of this Agreement, “Prime Rate” shall mean the Prime Rate or base rate on corporate loans at large U.S. money center commercial banks as published in The Wall Street Journal or, if publication of such rate shall be suspended or terminated, Prime Rate shall mean the annual rate of interest, determined daily and expressed as a percentage, from time to time announced by one of the three largest national or New York State chartered banking institutions having their principal office in New York, New York and selected by RMR at the time such publication is suspended or terminated.  All interest hereunder shall be calculated on the basis of actual days elapsed and a 360-day year.

1.4Reimbursement.  The Company will reimburse RMR for (a) reasonable out-of-pocket travel and lodging expenses of RMR personnel in providing the Services and (b) reasonable out-of-pocket third party expenses incurred by RMR in connection with its performance of the Services and for the Company’s share, if any, of technology infrastructure and internal audit costs that are provided to the Company and to other customers of RMR, in each case within 30 days of receipt of the invoice therefor, but only to the extent that the Company shall have approved such expenses and costs.  RMR shall submit to the Company such reports detailing said expenses and supporting receipts and bills, or other suitable evidence, as may be reasonably requested by the Company.

Section 2.Limitations; Third Party Costs.

2.1Limits of RMR Responsibility.  RMR assumes no responsibility other than to render the services described herein in subsections 1.1 and 4.2 in good faith and shall not be responsible for any action of the Company in following or declining to follow any advice or recommendation of RMR.

2.2Third Party Costs.  Except to the extent expressly provided herein to the contrary, all third party costs incurred in connection with actions to be taken by the Company shall solely be the responsibility of the Company, including, but not limited to, all legal, auditing, accounting, underwriting, brokerage, investor communications, and listing, reporting and

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registration fees or other costs of the SEC, any state or local governments, any national securities exchange and the Financial Industry Regulatory Authority, Inc.

Section 3.Term; Termination.

3.1Term.  This Agreement shall continue in force and effect until December 31, 2010, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or RMR before the end of the term.  It is expected that the terms and conditions may be reviewed by the Independent Directors of the Compensation Committee of the Board of Directors of the Company at least annually.  Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated pursuant to Sections 3.2 or 3.3.

3.2Default; Bankruptcy; Etc.  At the option of the nondefaulting party, this Agreement may be terminated immediately by written notice from the nondefaulting party to the defaulting party if any of the following events shall have occurred:

(a)RMR or the Company shall have violated any provision of this Agreement and, after written notice from the Company or RMR, as the case may be, of the violation, shall have failed to cure the default within thirty (30) days;

(b)a petition shall have been filed against RMR or the Company for an involuntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and that petition shall not have been dismissed within ninety (90) days of filing; or a court having jurisdiction shall have appointed a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of RMR or the Company for any substantial portion of its property, or ordered the winding up or liquidation of its affairs, and that appointment or order shall not have been rescinded or vacated within ninety days of the appointment or order; or

(c)RMR or the Company shall have commenced a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall have made any general assignment for the benefit of creditors, or shall have failed generally to pay its debts as they became due.

3.3Other Termination.  Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated:  (a) by either party thereto upon sixty (60) days’ written notice to the other party; and (b) by RMR upon five (5) business days’ written notice to the Company if there is a Change of Control of the Company.  Any termination of this Agreement by the Company pursuant to clause (a) of this subsection 3.3 must be approved by a majority vote of the Independent Directors of the Compensation Committee of the Board of Directors of the Company.  Any termination of this Agreement by RMR pursuant to clause (a) or (b) of this subsection 3.3 must be approved by a majority vote of the directors of RMR.

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3.4Change of Control.  For purposes of this Agreement, a “Change of Control” shall mean:  (a) the acquisition by any person or entity, or two or more persons or entities acting in concert, of beneficial ownership (such term, for purposes of this subsection 3.4, having the meaning provided such term in Rule 13d-3 under the Exchange Act) of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, or any combination thereof, of the outstanding common shares of the Company or other voting interests of the Company, including voting proxies for such shares, or the power to direct the management and policies of the Company, directly or indirectly (excluding RMR and its affiliates and persons or entities that beneficially own 9.8% or more of the Company’s outstanding common shares as of immediately prior to the execution and delivery of this Agreement by the parties hereto); (b) the merger or consolidation of the Company with or into any other entity (other than the merger or consolidation of any entity into the Company that does not result in a Change in Control of the Company under clauses (a), (c), or (d) of this definition); (c) any one or more sales or conveyances to any person or entity of all or any material portion of the assets (including capital stock or other equity interests) or business of the Company and its subsidiaries taken as a whole; or (d) the cessation, for any reason, of the individuals who at the beginning of any 36 consecutive month period constituted the Board of Directors of the Company (together with any new director whose election by the Board of Directors of the Company or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of any such period or whose election or nomination for election was previously so approved) to constitute a majority of the Board of Directors of the Company then in office; provided, however, a Change of Control shall not include the acquisition by any person or entity, or two or more persons or entities acting in concert, of beneficial ownership of 9.8% or more, or rights, options or warrants to acquire 9.8% or more, or any combination thereof, of the outstanding common shares of the Company or other voting interests of the Company if such acquisition is approved by the Board of Directors of the Company in accordance with the Company’s organizational documents and if such acquisition is otherwise in compliance with applicable law.

3.5Action Upon Termination.  Except as provided in subsection 7.4, from and after the effective date of any termination of this Agreement pursuant to subsection 3.1, 3.2 or 3.3, RMR shall be entitled to no compensation for services rendered hereunder for the pro rata remainder of the then current term of this Agreement but shall be paid all compensation due for services performed prior to the effective date of such termination, including, without limitation, the then current year’s Fee through the date of termination, and the costs and expenses incurred on or prior to such effective date.  Upon the expiration or sooner termination of this Agreement, RMR shall, as promptly as practicable, deliver to the Company all property and documents of the Company then in its custody or possession.  This subsection 3.5 shall govern the rights, liabilities and obligations of the parties upon termination of this Agreement; and, except as provided in Section 7, a termination shall be without further liability of either party to the other for breach or violation of this Agreement prior to termination.

Section 4.Additional Services; Senior Executives.

4.1Common Management.  The parties acknowledge and agree that certain senior executives of the Company may be employees, officers or directors of both the Company and RMR.  Each party shall be solely responsible for payment of compensation to such senior

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executives for services rendered to or on behalf of such party and the payment by the Company for services by senior executives who are also senior executives of RMR shall be approved by majority vote of the Independent Directors of the Compensation Committee of the Board of Directors of the Company.

4.2Additional Services.

(a)To the extent requested by the Company, RMR shall make its executive officers and directors who are not also senior executives of the Company reasonably available to the Company for the provision of additional services, including day-to-day activities enumerated in subsection 1.1.  The parties acknowledge and agree that no additional compensation shall be due and payable for any additional services requested by the Company and provided by executive officers and directors of RMR pursuant to this subsection 4.2(a).

(b)If, and to the extent that, the Company shall request RMR to render services on behalf of the Company other than those to be rendered by RMR in accordance with the subsection 1.1 and subsection 4.2(a) of this Agreement, such additional services shall be compensated separately on terms to be agreed upon between RMR and the Company from time to time.

Section 5.Prevention of Performance.  RMR shall not be determined to be in violation of this Agreement if it is prevented from performing any Services hereunder for any reason beyond its reasonable control, including, without limitation, acts of God, nature, or of public enemy, strikes, or limitations of law, regulations or rules of the federal or of any state or local government or of any agency thereof.

Section 6.RMR Restrictions.  Other than activities or arrangements existing as of the date hereof or those consented to by the Company, RMR shall not directly or indirectly provide any advice or assistance to any business or enterprise that is competitive with the Company’s business, including, but not limited to, any business or enterprise that manages or operates travel centers along the North American highway system.  Subject to the immediately preceding sentence, nothing herein shall prevent or restrict RMR from engaging in any other activities or businesses or from providing management services to any other person or entity.  In addition, nothing herein shall prevent any shareholder or affiliate of RMR from engaging in any other business or from rendering services of any kind to any other person or entity (including competitive business activities).  For avoidance of doubt, nothing herein is intended or shall be construed to prevent RMR from providing management services to HPT, including services to HPT related to properties owned or to be owned by HPT which may be leased, operated or managed by the Company or which may be leased, operated or managed by competitors of the Company.

Section 7.               Indemnification; Remedies.

7.1           By the Company.  The Company shall indemnify, defend and hold RMR, and its shareholders, directors, officers, employees and agents harmless from and against any and

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all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limiting the generality of the foregoing, liabilities for all reasonable attorneys’, accountants’ and experts’ fees and expenses incurred (collectively, “Losses and Expenses”) or suffered by them by reason of or arising out of the course of performing the Services and any duties on behalf of the Company and its subsidiaries as prescribed hereby, except for matters covered by subsection 7.2 hereof.

7.2By RMR.  RMR shall indemnify, defend and hold the Company and its subsidiaries and their respective directors, trustees, officers, employees and agents harmless from and against Losses and Expenses suffered by them by reason of or arising out of any willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein.  Any dispute, claim or controversy between the Company and RMR as to whether RMR acted with willful bad faith or gross negligence in the performance of any obligation or agreement of RMR herein shall be arbitrated in accordance with Section 11, except that, notwithstanding anything to the contrary in Section 11, the costs and expenses of the prevailing party to such arbitration shall be paid by the non-prevailing party to such arbitration.

7.3Company Remedies.  Except as otherwise provided in subsection 7.2 hereof, RMR does not assume any responsibility under this Agreement other than to render the Services called for under this Agreement in good faith.  Except as otherwise provided in subsection 7.2 hereof, the Company’s remedy on account of the failure of RMR to render the Services as and when required hereunder shall be to terminate this Agreement; provided however, that if RMR acts with willful bad faith or gross negligence, the Company’s remedy shall be to procure services elsewhere and to charge RMR the difference between the reasonable increased cost, if any, to procure new services, and the Fee, pro-rated, that would have been payable to RMR had RMR performed such Services under this Agreement.

7.4RMR Remedies.  Except as otherwise provided in subsection 7.1, the Company does not assume any responsibility under this Agreement other than to pay the Fee and other fees, compensation, costs and expenses payable by the Company to RMR and satisfy the other obligations imposed upon it hereunder, in each case, in accordance with the terms of this Agreement.  Except as otherwise provided in subsection 7.1, RMR’s sole remedy on account of the failure of the Company to satisfy its obligations in accordance with the terms of this Agreement shall be to terminate this Agreement and receive the Fee payable for the then remaining term of this Agreement and any other amounts then owing to RMR by the Company.

Section 8.Relationship of the Parties.

8.1No Partnership or Joint Venture.  The parties are not partners or joint venturers with each other and neither the terms of this Agreement nor the fact that the Company and RMR and their respective affiliates have joint interests in any one or more investments, ownership or other interests in any one or more entities, have common directors, officers or employees or have tenancy relationships shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them.

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8.2Conflicts of Interest.  The parties acknowledge that, as of the date hereof, (a) the Company and its subsidiaries lease all or substantially all of their real estate from HPT and may enter into additional leases or other transactions with HPT, (b) RMR provides management services to HPT pursuant to management agreements, and (c) RMR provides certain services to Affiliates Insurance Company.  The parties agree that these relationships shall not affect either party’s rights and obligations under this Agreement; provided, however, the Company acknowledges and agrees that whenever any conflicts of interest arise resulting from the relationships described in this subsection 8.2 or any such relationship as may arise or be present in the future by and between the Company and any of RMR, affiliates of RMR or any publicly owned entity with whom RMR has a relationship or contract: (i) RMR will act on its own behalf and on behalf of HPT or such entity and not on the Company’s behalf; and (ii) the Company shall make its own decisions and require and obtain the advice and assistance of independent third parties at its own cost, as it may deem necessary.

Section 9.Records.  RMR shall maintain appropriate books and records relating to Services performed pursuant to this Agreement, which books and records shall be available for inspection by representatives of the Company upon reasonable notice during ordinary business hours.

Section 10.Assignment.   Neither party may assign this Agreement or its rights hereunder or delegate its duties hereunder without the written consent of the other party, except in the case of an assignment or delegation by RMR to a corporation, partnership, limited liability company, association, trust, or other successor entity which may take over the property and carry on the affairs of RMR and which remains under the control of one or more persons who controlled the operations of RMR immediately prior to such assignment or delegation.

Section 11.Arbitration.

11.1Procedures for Arbitration of Disputes.  Any disputes, claims or controversies between the parties (a) arising out of or relating to this Agreement or the provision of services by RMR pursuant to this Agreement, or (b) brought by or on behalf of any shareholder of the Company (which, for purposes of this Section 11, shall mean any shareholder of record or any beneficial owner of shares of the Company, or any former shareholder of record or beneficial owner of shares of the Company), either on his, her or its own behalf, on behalf of the Company or on behalf of any series or class of shares of the Company or shareholders of the Company against the Company or any director, officer, manager (including RMR or its successor), agent or employee of the Company, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement or the Company’s Limited Liability Company Agreement or Bylaws (all of which are referred to as “Disputes”), or 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 Section 11.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against directors, officers or managers of the Company and class actions by a shareholder against those individuals or entities and the Company.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

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11.2Arbitrators.  There shall be three arbitrators.  If there are only two parties to the Dispute, each party shall select one arbitrator within 15 days after receipt by respondent of a copy of the demand for arbitration.  Such arbitrators may be affiliated or interested persons of such parties.  If either party fails to timely select an arbitrator, the other party to the Dispute shall select the second arbitrator who shall be neutral and impartial and shall not be affiliated with or an interested person of either party.  If there are more than two 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 arbitrator.  Such arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be.  If either all claimants or all respondents fail to timely select an arbitrator then such arbitrator (who shall be neutral, impartial and unaffiliated with any party) shall be appointed by the AAA.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

11.3Place of Arbitration.  The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

11.4Discovery.  There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

11.5Awards.  In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of The Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

11.6Costs and Expenses.  Except as provided in subsection 7.2 and to the extent otherwise agreed by 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.  Except as provided in subsection 7.2 and to the extent otherwise agreed by the parties, each party (or, if there are more than two 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 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 appointed arbitrator.

11.7Final and Binding.  An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment

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upon the 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 made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

11.8Payment of Awards.  Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

11.9Beneficiary.  This Section 11 is intended to benefit and be enforceable by the shareholders, directors, officers, managers (including RMR or its successor), 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.

Section 12.Consent to Jurisdiction and Forum.  This Section 12 is subject to, and shall not in any way limit the application of, Section 11 or the mandatory arbitration requirements of subsection 7.2; in case of any conflict between this Section 12 and Section 11 or subsection 7.2, Section 11 or subsection 7.2, as applicable, shall govern.  The exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall lie in any federal or state court located in Boston, Massachusetts.  By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action.  The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.  The parties further agree and consent to the service of any process required by any such court by delivery of a copy thereof in accordance with subsection 13.1 and that any such delivery shall constitute valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule of court.

Section 13.Miscellaneous.

13.1Notices.  Any notice, report or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given:  when delivered in person; upon confirmation of receipt when transmitted by facsimile transmission; on the next business day if transmitted by a nationally recognized overnight courier; or on the third business day following mailing by first class mail, postage prepaid; in each case as follows (or at such other United States address or facsimile number for a party as shall be specified by like notice):

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If to the Company, to:

TravelCenters of America LLC
24601 Center Ridge Road
Westlake, Ohio 44145
Attn:  President
Facsimile No.:  (440) 808-3301

If to RMR, to:

Reit Management & Research LLC
400 Centre Street
Newton, Massachusetts 02458
Attn:  President
Facsimile No.:  (617) 928-1305

13.2Entire Agreement; Waiver.  This Agreement constitutes and sets forth the entire agreement and understanding of the parties pertaining to the subject matter hereof, and no prior or contemporaneous written or oral agreements, understandings, undertakings, negotiations, promises, discussions, warranties or covenants not specifically referred to or contained herein or attached hereto shall be valid and enforceable.  No waiver of this Agreement or any provision of this Agreement shall be binding unless executed in writing by the party to be bound thereby.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

13.3Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective successors and permitted assigns.

13.4Severability.  If any provision of this Agreement shall be held invalid by a court with jurisdiction over the parties to this Agreement, then and in that event such provision shall be deleted from the Agreement, which shall then be construed to give effect to the remaining provisions thereof.  If any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then in that event, to the maximum extent permitted by law, such invalidity, illegality or enforceability shall not affect any other provisions of this Agreement or any other such instrument.

13.5Counterparts.  This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but both of which taken together shall be considered one and the same instrument.

13.6Amendments.  The Agreement shall not be amended, changed, modified, terminated, or discharged in whole or in part except by an instrument in writing signed by each of the parties hereto, or by their respective successors or assigns, or otherwise as provided herein.

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13.7Third Party Beneficiaries.  Except as otherwise provided in subsection 11.9, no person or entity other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

13.8Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts applicable to contracts between residents of Massachusetts which are to be performed entirely within Massachusetts.

13.9Interpretation.  The Company and RMR agree and covenant to construe the provisions of and give effect to this Agreement in such a manner to enable HPT to continue to comply with its real estate investment trust qualification requirements under applicable tax laws.

13.10Captions.  The headings and titles of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience, and do not expressly or by implication limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the section or paragraph so designated.

13.11Survival.  The provisions of subsections 1.1(n) (relating to the Company’s obligation to indemnify RMR for costs and liabilities incurred by RMR arising out of any misstatements or omissions in the Company’s offering documents or SEC filings and the Company’s absence of liability for any such costs or liabilities), 2.1, 2.2, 3.5, 13.1, 13.4, 13.7, 13.8, 13.9 and 13.11 and Sections 7, 11 and 12 of this Agreement shall survive the termination hereof.

[Signature page to follow.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Business Management and Shared Services Agreement under seal as of the date first above written.

TRAVELCENTERS OF AMERICA LLC
By:	/s/ Mark R. Young
	Name: Mark R. Young
	Title: Executive Vice President and General Counsel
REIT MANAGEMENT & RESEARCH LLC
By:	/s/ Adam D. Portnoy
	Name: Adam D. Portnoy
	Title: President

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