Exhibit 10.2


MANAGEMENT AND SHARED SERVICES
AGREEMENT


THIS MANAGEMENT AND SHARED SERVICES AGREEMENT
(this “Agreement”) is made and entered into as of January 31, 2007, 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 wishes to: (i) purchase from
RMR certain management and administrative services designed to assist the
Company in the management and oversight of the Company’s daily business
activities, and (ii) make use of the advice and assistance of RMR and
information available to RMR, and to have RMR undertake the duties and
responsibilities hereinafter set forth, all
in the manner and pursuant to terms and conditions as more specifically
described herein; and


WHEREAS, RMR is a company that provides management and administrative
services, and RMR desires to provide those services requested by the Company on
the terms and conditions set forth herein;


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 as follows:


Section 1.

Management Services.


1.1                                 Management Services to be Rendered.  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)                                  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 or owned by or 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 “Code”), 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 and Investment Advice and
Assistance.


(1)                                  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.


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


(3)                                  Investment.  Advice and assistance relating to investments
and other growth opportunities as may come to the attention of the Company or
RMR, including without limitation, acquisitions, joint ventures and other
business expansion transactions.


(e)                                  Cash Management. Advice and assistance in (i) operating and managing the Company’s
collection systems, concentration systems and electronic disbursements; (ii)
managing the Company’s short-term investments, including the acquisition and
sale of money market instruments or other temporary investments in accordance
with the Company’s policies; (iii)
maintaining bank accounts, including opening and closing of operating, security
deposits, local depository and petty cash accounts; (iv) bank administration;
and (v) maintaining bank relationships.


(f)                                    Common
Support Services.  Provide applicable
common services, such as certain secretarial services to support personnel of
the Company as is reasonably necessary.


(g)                                 Human Resources.  Advice and assistance in
management of the Company’s 401(k) plan, Company employee recruitment,
performance evaluation and establishment of salary, bonus and other
compensation scales and executive and staff employee structure.


(h)                                 Insurance Administration.  Advice
and assistance in (i) securing all forms of insurance, including property,
casualty, 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.



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


(j)                                     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.


(k)                                  Management Information Systems.


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


(2)                                  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.


(3)                                  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.


(l)                                     Research.  Advice and assistance in the
conduct of market research reports and special research assignments;
investigation and evaluation of investment, financing, refinancing, leasing and
other business opportunities; and making recommendations concerning these
opportunities.


(m)                               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; 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 indemnify RMR from such costs and liabilities).


(n)                                 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.



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(o)                                 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.


(p)                                 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.


1.2                                 Performance 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 reimburse
RMR for its actual out-of-pocket costs and expenses for arranging for such
Services (including, without limitation, the fees and costs of such third
parties or affiliates). 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.


1.3                                 Compensation.


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


The aggregate Service Fee paid in any fiscal year shall be subject to
adjustment as of the end of that 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 Service Fee payable for such year and
(iii) the amount of the Service Fee theretofore paid to RMR in respect of such
year.  If the Service Fee payable for any
fiscal year exceeds the aggregate amounts previously paid by the Company, the
Company shall pay the deficit to RMR at the time of delivery of such notice. If
the aggregate Service Fee payable for any fiscal year as shown in the notice is
less than the aggregate amounts previously paid by the Company, the Company
shall specify in such notice whether RMR should (i) refund to the Company an
amount equal to the difference or (ii) grant the Company a credit against the
Service Fee next coming due in the amount of the difference until that amount
has been fully paid or otherwise discharged.



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(b)                                 Payment
Subordination.  No Service 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
Service 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 Service 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.  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.


1.4                                 Reimbursement.  The Company will reimburse RMR
for (i) reasonable out-of-pocket travel and lodging expenses of RMR personnel
in providing the Services and (ii) 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.


2.1                                 Limits of RMR
Responsibility.  RMR assumes no
responsibility other than to render the services described herein in subsections
1.1 and 4.1 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.


2.2                                 Third 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 listing and registration fees or
other costs of the SEC, any state or local governments, any national securities
exchange and the NASD, Inc.



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Section 3.

Term; Termination.


3.1                                 Term.  The initial term of this
Agreement shall commence on the date hereof and expire on December 31, 2008
(the “Initial Term”) and shall be automatically renewed for successive
one-year terms (each, a “Renewal Term”) upon the expiration of the
Initial Term and each Renewal Term unless notice of non-renewal is given in
writing by the Company or RMR not less than ninety (90) calendar days before
the expiration of the Initial Term or any Renewal Term.


3.2                                 Default;
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 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 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;


(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; or


(d)                                 any Change in Control
(as defined in Section 10) of the Company.


3.3                                 Action Upon
Termination.  From and after the
effective date of any termination of this Agreement by the Company pursuant to subsection
3.2, RMR shall be entitled to no compensation for services rendered
hereunder for the remainder of the then current term of this Agreement but
shall be paid all compensation due for services performed prior to termination,
including, without limitation the then current year’s Service Fee through the
date of termination.  In the event of any
termination of this Agreement by RMR pursuant to subsection 3.2, RMR
shall be entitled to compensation for the remainder of the then current term of
this Agreement.  Upon the expiration or
sooner termination of this Agreement, RMR immediately shall deliver to the
Company all property and documents of the Company then in its custody or
possession. This subsection 3.3 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.



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Section 4.

Senior Executives.


4.1                                 Additional
Services.  To the extent requested by
the Company, RMR shall make its executive officers and directors 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 4.1.


4.2                                 Co-Employment of
Senior Executives.  The parties
acknowledge and agree that certain senior executives of the Company may be
employees of both the Company and RMR. 
Each of the Company and RMR shall be solely responsible for payment of
compensation to such senior executives for services rendered to or on behalf of
such party in their capacity as an employee of such party.


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.


Section 7.

Indemnification; Remedies.


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


7.2                                 By 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.



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7.3                                 Company 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 Service
Fee, pro-rated, that would have been payable to RMR had RMR performed such
Services under this Agreement.


7.4                                 RMR Remedies.  Except as otherwise provided in subsection
7.1, the Company does not assume any responsibility under this Agreement other
than to pay the Service Fee 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 pay the Service Fee as and when required under this Agreement shall be to
terminate this Agreement and receive the Service Fee payable for the then
remaining Initial Term or Renewal Term of this Agreement, as the case may be.


Section
8.

Relationship of the Parties.


8.1                                 No 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 have joint interests in any one
or more investments, have common employees or have a tenancy relationship shall
be construed so as to make them partners or joint venturers or impose any
liability on either of them.


8.2                                 Conflicts of
Interest.  The parties acknowledge
that, as of the date hereof, (i) 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, and (ii) RMR is the investment advisor
to HPT pursuant to an advisory agreement. 
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.



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Section
10.

Assignment.


 The Company may terminate this
Agreement in the event of its assignment by RMR except in the case of an
assignment to a corporation, partnership, trust, or other successor entity
which may take over the property and carry on the affairs of RMR; provided
that, following such a permitted assignment, one or more of the persons who
controlled the operations of RMR immediately prior to the assignment shall
control the operations of the successor, including the performance of its
duties under this Agreement, and this successor shall be bound by the same
restrictions by which RMR was bound prior to such assignment.  A permitted assignment or any other
assignment of this Agreement by RMR shall bind the assignee hereunder in the
same manner as RMR is bound hereunder. 
This Agreement shall not be assignable by the Company without the prior
written consent of RMR, except in the case of any assignment by the Company to
a trust, corporation, partnership or other entity which is the successor to the
Company (so long as there is no Change in Control), in which case the successor
shall be bound hereby and by the terms of said assignment in the same manner
and to the same extent as the Company is bound hereby.  For purposes of this Agreement, a “Change
in Control” shall mean (a) the acquisition by any person or entity (each a “Person”),
or two or more Persons acting in concert, of beneficial ownership (within the
meaning of Rule 13d-3 of the SEC) of 9.8% or more, or rights, options or
warrants to acquire 9.8% or more, of the outstanding shares of voting stock of
the Company, (b) any one or more sales or conveyances to any Person of all or
any material portion of the assets (including capital stock) or business of the
Company, or (c) the cessation, for any reason, of the individuals who at the
beginning of any twenty-four (24) consecutive month period commencing on the
date hereof, or any anniversary thereof, constitute the Board of Directors of
the Company (together with any new directors whose election by such Board 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.


Section
11.

Arbitration.


Any and all disputes and disagreements
arising out of or relating to this Agreement, other than actions or claims for
injunctive relief or claims raised in actions or proceedings brought by third
parties, shall be resolved through negotiations or, if the dispute is not so
resolved, through binding arbitration conducted in Boston, Massachusetts under
the JAMS Comprehensive Arbitration Rules and Procedures (as revised February
19, 2005), with the following amendments to those rules.  First, in no event shall the arbitration from
commencement to issuance of an award take longer than 180 days.  Second, the arbitration tribunal shall
consist of three arbitrators and the optional appeal procedure provided for in
Rule 34 shall not be utilized.  Third, in
lieu of the one deposition permitted in Rule 17(c) as of right and the optional
further depositions that may be allowed, the only deposition per side shall be
a single individual or entity deposition to last no longer than one seven-hour
day that each party may take of the opposing party or an individual under the
control of the opposing party.



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Section
12.

Miscellaneous.


12.1                           Notices.


(a)                                  Any and all notices,
demands, consents, approvals, offers, elections and other communications
required or permitted under this Agreement shall be deemed adequately given if
in writing and the same shall be delivered either in hand, or by telecopy or by
Federal Express or similar expedited commercial carrier, addressed to the
recipient of the notice, and with all freight charges prepaid (if by Federal
Express or similar carrier).


(b)                                 All notices required
or permitted to be sent hereunder shall be deemed to have been given for all purposes
of this Agreement upon the date of receipt or refusal, except that whenever
under this Agreement a notice is either received on a day which is not a
business day or is required to be delivered on or before a specific day which
is not a business day, the day of receipt or required delivery shall
automatically be extended to the next business day.


(c)                                  All such notices
shall be addressed:


If to the Company, to:


TravelCenters of America
LLC


24601 Center Ridge Road


Westlake, Ohio  44145


Attn:  John R. Hoadley

Telecopy no:  (617) 796-8349


With a copy to:


TravelCenters of America
LLC


24601 Center Ridge Road


Westlake, Ohio  44145


Attn:  General Counsel

Telecopy no:  (617) 796-8349


If to RMR, to:


Reit
Management & Research LLC


400
Centre Street


Newton,
Massachusetts  02458


Attn:  John Popeo

Telecopy no:  (617) 969-1437


(d)                                 By
notice given as herein provided, the parties hereto and their respective
successors and assigns shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address up to two other addresses within the United
States of America.



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12.2                           Entire Agreement.


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
supplement, modification, termination in whole or in part, or waiver 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.


12.3                           Binding Effect.


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


12.4                           Severability.


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.


12.5                           Counterparts.


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall be considered one and the same instrument.


12.6                           Amendments.


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.


12.7                           Governing 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.



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12.8                           Captions.


The headings and titles of the various 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 paragraph
so designated.


12.9                           Attorneys’ Fees.


If any arbitration or legal action is brought for the enforcement of
this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that arbitration or
action in addition to any other relief to which it or they may be entitled.


12.10                     Survival.


The provisions of Section 7 and subsections 1.1(m), 1.2,
1.4 and 3.3  of this
Agreement will survive the termination hereof.


[Remainder of page
intentionally left blank.]



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


	
   

  	
  TRAVELCENTERS OF AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/      
  John G. Murray

  	
   

  
	
   

  	
   

  	
  Name: John G. Murray

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
  REIT MANAGEMENT & RESEARCH
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
        John C. Popeo

  	
   

  
	
   

  	
   

  	
  Name: John C. Popeo

  
	
   

  	
   

  	
  Title: Senior Vice President