Exhibit 4.1


 




	
  

  	
  COMMON A
  LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE SEE
  REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
  CUSIP 894174 10 1 THIS CERTIFIES THAT is the owner of FULLY PAID AND
  NONASSESSABLE COMMON SHARES OF TRAVELCENTERS OF AMERICA LLC (the “Company”)
  transferable on the books of the Company by the holder hereof in person or by
  its duly authorized attorney, upon surrender of this Certificate properly
  endorsed. This Certificate and the common limited liability company interests
  represented hereby are issued and shall be held subject to all of the
  provisions of the Amended and Restated Limited Liability Company Agreement of
  the Company and any Bylaws adopted by the Company and any amendments thereto.
  The holder of this Certificate and every transferee or assignee hereof by
  accepting or holding the same agrees to be bound by all of the provisions of
  the Amended and Restated Limited Liability Company Agreement and any Bylaws
  of the Company, as amended from time to time. This Certificate is not valid
  unless countersigned and registered by the Transfer Agent and Registrar. IN
  WITNESS WHEREOF, the Company has caused this Certificate to be executed on
  its behalf by its duly authorized officers. Dated: PRESIDENT SECRETARY
  COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND
  REGISTRAR BY AUTHORIZED SIGNATURE AMERICAN FINANCIAL PRINTING INCORPORATED –
  MINNEAPOLIS THIS CERTIFICATE IS TRANSFERABLE IN SOUTH SAINT PAUL, MN. 

  






 















	
  

  	
  TRAVELCENTERS
  OF AMERICA LLC IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE
  AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS
  AMENDED FROM TIME TO TIME (THE “LIMITED LIABILITY COMPANY AGREEMENT”), THE
  COMPANY HAS THE AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES
  OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF
  SHARES. THE COMPANY WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE
  COMPANY TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL
  SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF ANY
  EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER INFORMATION AS IS
  REQUIRED BY APPLICABLE LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO
  THE SECRETARY OF THE COMPANY. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
  SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER
  BE CONTAINED IN THE LIMITED LIABILITY COMPANY AGREEMENT OR IN ANY BYLAWS
  ADOPTED BY THE COMPANY, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”),
  INCLUDING PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT WHICH
  PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE
  COMPANY’S SECURITIES BY ANY PERSON OR GROUP. THIS DESCRIPTION OF THE
  RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE COMPANY’S SECURITIES IS NOT
  COMPLETE. A MORE COMPLETE DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS
  RIGHTS AND OBLIGATIONS OF SHAREHOLDERS APPEARS IN THE COMPANY’S LIMITED
  LIABILITY COMPANY AGREEMENT OR BYLAWS (IF ANY), AS APPLICABLE, AND IN CERTAIN
  OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE COMPANY
  AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE COMPANY’S
  LIMITED LIABILITY COMPANY AGREEMENT, BYLAWS (IF ANY) AND AGREEMENTS AFFECTING
  THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME
  WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY
  OF THE COMPANY. The following abbreviations, when used in the inscription on
  the face of this Certificate, shall be construed as though they were written
  out in full according to applicable laws or regulations: TEN COM – as tenants
  in common UTMA – ____________ Custodian ____________ (Cust) (Minor) TEN ENT –
  as tenants by entireties under Uniform Transfers to Minors JT TEN – as joint
  tenants with right of survivorship Act ________________________________ and
  not as tenants in common (State) Additional abbreviations may also be used
  though not in above list. For value received ________________________________________________
  hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND
  ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) Shares represented by the within
  Certificate, and do hereby irrevocably constitute and appoint Attorney to
  transfer the said shares on the books of the within-named Company with full
  power of substitution in the premises. Dated ________________ X X NOTICE: THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST
  BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A
  PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE
  NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE
  STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES
  BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. TRAVELCENTERS OF AMERICA LLC IS A
  DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”). THE SHARES COVERED BY
  THIS CERTIFICATE ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL OF THE
  PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
  THE COMPANY, AS AMENDED FROM TIME TO TIME (THE “LIMITED LIABILITY COMPANY
  AGREEMENT”) AND THE BYLAWS ADOPTED BY THE COMPANY, AS AMENDED FROM TIME TO
  TIME (THE “BYLAWS”). THE HOLDER OF THE SHARES COVERED BY THIS CERTIFICATE AND
  EVERY TRANSFEREE OR ASSIGNEE THEREOF BY ACCEPTING OR HOLDING THE SAME AGREES
  TO BE BOUND BY ALL OF THE PROVISIONS OF THE LIMITED LIABILITY COMPANY
  AGREEMENT AND BYLAWS. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
  RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER BE
  CONTAINED IN THE LIMITED LIABILITY COMPANY AGREEMENT OR IN THE BYLAWS,
  INCLUDING PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT WHICH
  PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE
  COMPANY’S SECURITIES BY ANY PERSON OR GROUP AND PROVISIONS OF THE BYLAWS
  PROHIBITING, FOR PURPOSES OF PRESERVING CERTAIN TAX BENEFITS OF THE COMPANY,
  TRANSFERS OF THE COMPANY’S SHARES TO THE EXTENT THAT, AS A RESULT OF SUCH
  TRANSFER, EITHER A PERSON, ENTITY OR GROUP WOULD OWN 5% OR MORE OF THE
  COMPANY’S OUTSTANDING SHARES OR THE PERCENTAGE OWNERSHIP OF ANY PERSON,
  ENTITY OR GROUP THEN OWNING 5% OR MORE OF THE COMPANY’S OUTSTANDING SHARES
  WOULD INCREASE AS A RESULT. THIS DESCRIPTION OF THE RESTRICTIONS UPON
  OWNERSHIP OR TRANSFER OF THE COMPANY’S SECURITIES IS NOT COMPLETE. A MORE
  COMPLETE DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS RIGHTS AND
  OBLIGATIONS OF SHAREHOLDERS APPEARS IN THE COMPANY’S LIMITED LIABILITY
  COMPANY AGREEMENT OR BYLAWS, AS APPLICABLE, AND IN CERTAIN OTHER AGREEMENTS
  WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE COMPANY AFFECTING THE
  RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE COMPANY’S LIMITED
  LIABILITY COMPANY AGREEMENT, BYLAWS AND AGREEMENTS AFFECTING THE RIGHTS AND
  OBLIGATIONS OF SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME WILL BE SENT
  WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
  COMPANY. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
  ASSIGNEE