EXHIBIT
10.1


TRANSACTION
AGREEMENT


by and among


HOSPITALITY
PROPERTIES TRUST,


HPT TA PROPERTIES
TRUST,


HPT TA PROPERTIES
LLC,


TRAVELCENTERS OF
AMERICA LLC


and


REIT MANAGEMENT
& RESEARCH LLC


January 29, 2007















TABLE OF CONTENTS


	
  SECTION 1

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  	
  2

  
	
                  

  	
  1.1           Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
   

  
	
  PRELIMINARY
  ACTIONS; CERTAIN SECURITIES MATTERS; TCA MERGER; LEASE TRANSACTION; AND
  DISTRIBUTION

  	
   

  	
  11

  
	
   

  	
  2.1           Preliminary
  Actions

  	
   

  	
  12

  
	
   

  	
  2.2           Actions
  Prior to TCA Closing Date

  	
   

  	
  12

  
	
   

  	
  2.3           Actions
  Occurring on the TCA Closing Date

  	
   

  	
  12

  
	
   

  	
  2.4           Capitalization
  of TCA LLC

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
   

  
	
  POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS

  	
   

  	
  15

  
	
   

  	
  3.1           Right
  of First Refusal re: Certain Real Estate Investments

  	
   

  	
  15

  
	
   

  	
  3.2           Right
  of First Refusal re: Travel Center Facilities

  	
   

  	
  16

  
	
   

  	
  3.3           Options
  re: Travel Center Business Assets

  	
   

  	
  16

  
	
   

  	
  3.4           Assembled
  Workforce

  	
   

  	
  17

  
	
   

  	
  3.5           Cooperation,
  Exchange of Information, Retention of Records, and Costs of Reporting

  	
   

  	
  17

  
	
   

  	
  3.6           Restrictions
  on Ownership

  	
   

  	
  17

  
	
   

  	
  3.7           Termination
  of Exchange Fund; Director’s and Officer’s Indemnification

  	
   

  	
  18

  
	
   

  	
  3.8           Cost
  to Remediate Pre-Existing Environmental Condition

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  	
  18

  
	
   

  	
  4.1           Indemnification
  by HPT

  	
   

  	
  18

  
	
   

  	
  4.2           Indemnification
  by TCA LLC

  	
   

  	
  19

  
	
   

  	
  4.3           Indemnification
  Procedures

  	
   

  	
  19

  
	
   

  	
  4.4           Certain
  Limitations, Etc.

  	
   

  	
  20

  
	
   

  	
  4.5           Survival

  	
   

  	
  21

  
	
   

  	
  4.6           Priority
  of Section 5

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
   

  
	
  TAX MATTERS

  	
   

  	
  21

  
	
   

  	
  5.1           General
  Responsibility for Taxes

  	
   

  	
  21

  
	
   

  	
  5.2           Allocation
  of Certain Taxes Among Taxable Periods

  	
   

  	
  22

  
	
   

  	
  5.3           Filing
  and Payment Responsibility

  	
   

  	
  22

  
	
   

  	
  5.4           Refunds
  and Credits

  	
   

  	
  23

  
	
   

  	
  5.5           Tax
  Contests

  	
   

  	
  23

  
	
   

  	
  5.6           Resolution
  of Disputes

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
  24

  
	
   

  	
  6.1           Arbitration

  	
   

  	
  24

  
	
   

  	
  6.2           Confidentiality

  	
   

  	
  24

  
	
   

  	
  6.3           Notices

  	
   

  	
  24

  
	
   

  	
  6.4           Waivers,
  Etc.

  	
   

  	
  25

  
	
   

  	
  6.5           Assignment;
  Successors and Assigns; Third Party Beneficiaries

  	
   

  	
  26

  
	
   

  	
  6.6           Severability

  	
   

  	
  26

  
	
   

  	
  6.7           Counterparts,
  Etc.

  	
   

  	
  26

  
	
   

  	
  6.8           Governing
  Law

  	
   

  	
  27

  
	
   

  	
  6.9           Expenses

  	
   

  	
  27

  
	
   

  	
  6.10         Section
  and Other Headings; Interpretation

  	
   

  	
  27

  
	
   

  	
  6.11         Exculpation

  	
   

  	
  27

  



 
















TRANSACTION
AGREEMENT


THIS TRANSACTION
AGREEMENT is made January 29, 2007, by and among (a) HOSPITALITY PROPERTIES
TRUST, a Maryland real estate investment trust (including its successors and
permitted assigns, “HPT”); (b) HPT TA PROPERTIES TRUST, a Maryland real estate
investment trust (including its successors and permitted assigns, “HPT TRUST
LANDLORD”); (c) HPT TA PROPERTIES LLC, a Maryland limited liability company
(including its successors and permitted assigns, “HPT LLC LANDLORD” and
together with HPT Trust Landlord, “HPT LANDLORD”); (d) TRAVELCENTERS OF AMERICA
LLC, a Delaware limited liability company (including its successors and
permitted assigns, “TCA LLC”); and (e) REIT MANAGEMENT & RESEARCH LLC, a
Delaware limited liability company (including its successors and permitted
assigns, “RMR”).


PRELIMINARY
STATEMENTS


A.  HPT entered into an Agreement
and Plan of Merger, dated as of September 15, 2006 (as amended and in effect
from time to time, the “TCA MERGER AGREEMENT”), with TravelCenters of America,
Inc., a Delaware corporation (including its successor upon conversion to a
limited liability company as contemplated by SECTION 2.3(a), “TCA”), HPT TA
Merger Sub Inc., a Delaware corporation (“HPT MERGER SUB”) and Oak Hill Capital
Partners, L.P., a Delaware limited partnership (“OAK HILL”), pursuant to which
HPT has agreed to acquire TCA through a reverse triangular merger with HPT
Merger Sub merging with and into TCA (the “TCA MERGER”), subject to and upon
the terms and conditions set forth in the TCA Merger Agreement. Immediately
following the TCA Merger, but immediately prior to the Distribution (defined
below), TCA will be a wholly owned subsidiary of TCA LLC, and each of TCA LLC
and HPT Trust Landlord will be a wholly owned subsidiary of HPT.


B.   TCA and its subsidiaries own
and operate hospitality, fuel and service areas along the North American
highway system (the “TRAVEL CENTER FACILITIES”).


C.   The Board of Trustees of HPT
has determined that it is in the best interests of HPT and its shareholders to cause,
in each case with effect immediately following the TCA Merger, (i) the Landlord
Properties (defined below) with respect to the 146 Travel Center Facilities to
be transferred to HPT Landlord and leased to TCA Tenant (defined below), and
(ii) 100% of the membership interests in TCA LLC to be distributed to the
holders of HPT Common Shares (defined below) as a special distribution.


D.  RMR currently provides certain
services to HPT, and the parties desire that RMR provide similar services to
TCA LLC as well.


E.   In connection with the
foregoing, the parties wish to define certain rights and obligations in
connection with their businesses.


NOW, THEREFORE, it
is agreed:













SECTION 1

DEFINITIONS


1.1 DEFINITIONS.


Capitalized terms used in
this Agreement shall have the meanings set forth below:


(1)      “ACTION”: any litigation or
legal or other actions, arbitrations, counterclaims, investigations,
proceedings, requests for material information by or pursuant to the order of
any Governmental Authority, or suits, at law or in arbitration or equity
commenced by any Person.


(2)      “AFFILIATED PERSON”: with
respect to any Person, (a) in the case of any such Person which is a
partnership, any partner in such partnership, (b) in the case of any such
Person which is a limited liability company, any member of such company, (c)
any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent
with respect to such Person or to one or more of the Persons referred to in the
preceding clauses (a) and (b), (d) any other Person who is an officer,
director, trustee or employee of, or partner in or member of, such Person or
any Person referred to in the preceding clauses (a), (b) and (c), and (e) any
other Person who is a member of the Immediate Family of such Person or of any Person
referred to in the preceding clauses (a) through (d).


(3)      “AGENT”: Wells Fargo Bank,
N.A., the distribution agent appointed by HPT to distribute the TCA LLC Shares
to holders of HPT Common Shares pursuant to the Distribution.


(4)      “AGREEMENT”: this Transaction
Agreement, together with the Schedules and Exhibits hereto, as amended in
accordance with the terms hereof.


(5)      “BENEFITED PARTIES”: the
meaning given in SECTION 3.1.


(6)      “BUSINESS DAY”: any day
other than Saturday, Sunday, or any other day on which banking institutions in
The Commonwealth of Massachusetts are authorized by law or executive action to
close.


(7)      “CASH CONTRIBUTION AMOUNT”:
an amount in cash equal to $200,000,000 MINUS the Net Working Capital of TCA
LLC on the TCA Closing Date (determined after giving effect to the transfers
contemplated by Section 2.3(c)).


(8)      “CHANGE IN CONTROL”: (a) the
acquisition by any 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 or other voting interests of TCA Tenant or
any TCA Guarantor, as the case may be, or the power to direct the management
and policies of TCA Tenant or any Guarantor, directly or indirectly, (b) the
merger or consolidation of TCA Tenant or any TCA Guarantor with or into any
other Person (other than the merger or consolidation of any Person into TCA
Tenant or any TCA Guarantor that does not result in a Change in Control of TCA
Tenant or such TCA Guarantor under clauses (a),



 2
 









(c) or (d) of this
definition), (c) any one or more sales or conveyances to any Person of all or
any material portion of its assets (including capital stock or other equity
interests) or business of TCA Tenant or any TCA Guarantor, as the case may be,
or (d) the cessation, for any reason, of the individuals who at the beginning
of any twenty-four (24) consecutive month period (commencing on the
Commencement Date) constituted the board of directors of TCA Tenant or any TCA
Guarantor (together with any new directors whose election by such board or
whose nomination for election by the shareholders of TCA Tenant or such TCA
Guarantor, as the case may be, 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 TCA Tenant or
any TCA Guarantor then in office.


(9)      “CHARTER”: with respect to
any Entity, its constituent governing documents, including, by way of example,
its certificate of incorporation and by-laws (if a corporation), its operating
agreement and certificate of formation (if a limited liability company), its
declaration of trust and by-laws (if a real estate investment trust) or its
limited partnership agreement and certificate of limited partnership (if a
limited partnership).


(10)    “CLOSING BALANCE SHEET”: the
meaning given in SECTION 2.4.


(11)    “CLOSING NET WORKING CAPITAL”:
the meaning given in SECTION 2.4


(12)    “CODE”: the United States
Internal Revenue Code of 1986, as from time to time in effect, and any
successor law, and any reference to any statutory provision shall be deemed to
be a reference to any successor statutory provision.


(13)    “CONTRACT”: any lease,
contract, instrument, license, agreement, sales order, purchase order, open bid
or other obligation or commitment (whether or not written) and all rights and
obligations therein.


(14)    “COVERED LIABILITIES”: the
meaning given in SECTION 4.1.


(15)    “DISTRIBUTION”: the meaning
given in SECTION 2.3(i).


(16)    “DISTRIBUTION RATIO”: the
meaning given in SECTION 2.3(i).


(17)    “ENTITY”: any corporation,
general or limited partnership, limited liability company or partnership, stock
company or association, joint venture, association, company, trust, bank, trust
company, land trust, business trust, real estate investment trust, cooperative,
any government or agency, authority or political subdivision thereof or any
other entity.


(18)    “ENVIRONMENTAL LAWS”: all
applicable laws, statutes, regulations, rules, ordinances, codes, licenses,
permits, notices and orders, from time to time in existence, of all courts of
competent jurisdiction and Governmental Authorities, and all applicable
judicial and administrative and regulatory decrees, judgments and orders,
including



 3
 









common law rulings and
determinations, relating to the Environment, including, without limitation, all
valid and lawful requirements of courts and other Governmental Authorities
pertaining to reporting, licensing, permitting, investigation, remediation and
removal of underground improvements (including, without limitation, treatment
or storage tanks, or water, natural gas or oil wells), or emissions,
discharges, releases or threatened releases of Hazardous Substances, chemical
substances, pesticides, petroleum or petroleum products, pollutants,
contaminants or hazardous or toxic substances, materials or wastes whether
solid, liquid or gaseous in nature, into the Environment, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances, underground improvements
(including, without limitation, treatment or storage tanks, or water, gas or
oil wells), or pollutants, contaminants or hazardous or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature.


(19)    “ENVIRONMENT”: means soil,
surface waters, ground waters, land, biota, sediments, surface or subsurface
strata and ambient air.


(20)    “EXCHANGE”: the meaning given
in SECTION 2.2(b).


(21)    “EXCHANGE ACT”: the Securities
Exchange Act of 1934, and the rules and regulations of the SEC thereunder, all
as from time to time in effect.


(22)    “FIXTURES”: the meaning given
such term in SECTION 1.1(41)(d) .


(23)    “FVE”: the meaning given in
SECTION 3.1.


(24)    “GAAP”: generally accepted
accounting principles as in effect from time to time.


(25)    “GOVERNMENTAL AUTHORITY”: any
court, agency, authority, board (including, without limitation, environmental
protection, planning and zoning), bureau, commission, department, office or
instrumentality of any nature whatsoever of any governmental or
quasi-governmental unit of the United States or any State or any county or any
political subdivision of any of the foregoing, whether now or hereafter in
existence, having jurisdiction over TCA Tenant or any Landlord Property, or any
portion thereof, or any Travel Center operated thereon.


(26)    “HAZARDOUS SUBSTANCES”: means
any substance:


(A)     the
presence of which requires or may hereafter require notification, investigation
or remediation under any Environmental Law; or


(B)     which
is or becomes defined as a “hazardous waste”, “hazardous material” or
“hazardous substance” or “pollutant” or “contaminant” under any Environmental
Law including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601 ET SEQ.) and the
Resource Conservation and Recovery Act



 4
 









(42 U.S.C.
Section 6901 ET SEQ.) and the regulations promulgated thereunder; or


(C)     which
is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by
any Governmental Authority; or


(D)     the
presence of which on the relevant property, or any portion thereof, causes or
materially threatens to cause an unlawful nuisance upon such property, or any
portion thereof, or to adjacent properties or poses or materially threatens to
pose a hazard to such property, or any portion thereof, or to the health or
safety of persons; or


(E)      which
contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile
organic compounds; or


(F)      which
contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam
insulation; or


(G)     which
contains or emits radioactive particles, waves or material.


(27)    “HPT”: the meaning given in
the preamble to this Agreement.


(28)    “HPT COMMON SHARES”: the
common shares of beneficial interest, $.01 par value, of HPT.


(29)    “HPT GROUP”: HPT and each
Entity (i) whose income is included in the federal income Tax Return Form
1120-REIT with HPT as the parent or in the consolidated federal income Tax
Return Form 1120 of HPT TRS, Inc. (employer identification number 04-3548096),
a Delaware corporation, as the common parent or (ii) that is a Subsidiary of
HPT; provided, in each case, that no member of the TCA LLC Group shall be
included therein for any period, except that TA Licensing shall be a member of
the TCA LLC Group only in respect of activities and events up until and
including the consummation of the TCA Merger, and TA Licensing shall be a
member of the HPT Group in respect of all activities and events thereafter.


(30)    “HPT INDEMNIFIED PARTIES”: the
meaning given in SECTION 4.2.


(31)    “HPT LANDLORD”: the meaning
given in the preamble to this Agreement.


(32)    “HPT LLC LANDLORD”: the
meaning given in the preamble to this Agreement.


(33)    “HPT MERGER SUB”: the meaning
given in the Preliminary Statements to this Agreement.


(34)    “HPT TRUST LANDLORD”: the
meaning given in the preamble to this Agreement.



 5
 









(35)    “HRPT”: the meaning given in
SECTION 3.1.


(36)    “IMMEDIATE FAMILY”: with
respect to any individual, such individual’s spouse, parents, brothers,
sisters, children (natural or adopted), stepchildren, grandchildren,
grandparents, parents-in-law, brothers-in-law, sisters-in-law, nephews and
nieces.


(37)    “INCOME TAXES”: any and all
Taxes to the extent based upon or measured by net income (regardless of whether
denominated as an “income tax,” a “franchise tax” or otherwise), imposed by any
Taxing Authority, together with any related interest, penalties or other
additions thereto.


(38)    “LAND”: the meaning given in
SECTION 1.1(41)(A).


(39)    “LANDLORD IMPROVEMENTS”: the
meaning given in SECTION 1.1(41)(B).


(40)    “LANDLORD INTANGIBLE
PROPERTY”: all transferable or assignable agreements, service contracts,
equipment leases and other arrangements or agreements affecting the ownership,
repair, maintenance, management, leasing or operation of the Landlord
Properties, or any portion thereof; all books, records and files relating to
the leasing, maintenance, management or operation of the Landlord Properties,
or any portion thereof; all transferable or assignable permits, certificates of
occupancy, operating permits, sign permits, development rights and approvals,
certificates, licenses, warranties and guarantees, rights to deposits and
telephone exchange numbers identified with the Landlord Properties; and all
other transferable intangible property, miscellaneous rights, benefits and
privileges of any kind or character with respect to the Landlord Properties.


(41)    “LANDLORD PROPERTIES”:
collectively, all right, title and interest in and to all of the following:


(A)     those
certain tracts, pieces and parcels of land, as more particularly described in
SCHEDULE 1.1(41)(A) attached hereto and made a part hereof (the “LAND”);


(B)     all
buildings, structures and other improvements of every kind including, but not
limited to, underground storage tanks, alleyways and connecting tunnels,
sidewalks, utility pipes, conduits and lines (on-site and off-site), parking
areas and roadways appurtenant to such buildings and structures presently
situated upon the Land, but excluding in any event any Retained Buildings
(collectively, the “LANDLORD IMPROVEMENTS”);


(C)     all
easements, rights and appurtenances relating to the Land and the Landlord
Improvements;


(D)     all
equipment, machinery and fixtures integral to the operation of the Landlord
Improvements, and other items of property now or hereafter permanently affixed
or integral to or incorporated into the Landlord Improvements, including,
without limitation, all furnaces, boilers, heaters,



 6
 









electrical equipment, heating, plumbing, lighting, ventilating,
refrigerating, incineration, air and water pollution control, waste disposal,
air-cooling and air-conditioning systems and apparatus, sprinkler systems and
fire and theft protection equipment, all of which, to the maximum extent
permitted by law, are hereby deemed by the parties hereto to constitute real
estate, together with all replacements, modifications, alterations and
additions thereto, but specifically excluding all items included within the
category of TCA Personal Property (collectively, the “FIXTURES”);


(E)      all
of the Landlord Intangible Property;


(F)      any
and all leases of space in the Landlord Improvements; and


(G)     all
of the Trademarks, whether or not used at or on any Landlord Property;


PROVIDED, HOWEVER, that
Landlord Properties shall not, in any event, include (x) refunds in respect of
property tax or other liabilities for which TCA Tenant is liable under the TCA
Properties Lease with respect to any Landlord Property, or any other refunds
for amounts paid prior to the TCA Closing Date or (y) the Retained Buildings.


(42)    “LANDLORD PROPERTY”: those
portions of the Landlord Properties described in items 1.1(41)(A) through
1.1(41)(F) above that, as of the TCA Closing Date, relate to any single Travel
Center.


(43)    “LANDLORD REAL PROPERTIES”:
those portions of the Landlord Properties described in items 1.1(41)(A) through
1.1(41)(D) above.


(44)    “LEASE TERMINATION DATE”: the
meaning given in SECTION 3.3.


(45)    “LIABILITY”: any and all
debts, liabilities and obligations, absolute or contingent, matured or
unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown,
whenever arising, including all costs and expenses relating thereto, and
including those debts, liabilities and obligations arising under any law, rule,
regulation, Action, threatened Action, order or consent decree of any
Governmental Authority or any award of any arbitrator of any kind, and those
arising under any contract, commitment or undertaking.


(46)    “NET WORKING CAPITAL”: the
current assets less the current liabilities of TCA LLC and its Subsidiaries,
all as determined in accordance with GAAP.


(47)    “OAK HILL”: the meaning given
in the Preliminary Statements to this Agreement.


(48)    “OTHER TAXES”: all Taxes other
than Income Taxes.


(49)    “PARENT”: with respect to any
Person, any Person which owns directly, or indirectly through one or more
Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting
or beneficial interest in, or otherwise has the right or power (whether by
contract, through ownership of securities or otherwise) to control, such
Person.



 7
 









(50)    “PERSON”: any individual or
Entity, and the heirs, executors, administrators, legal representatives,
successors and assigns of such Person where the context so admits.


(51)    “PRE-EXISTING ENVIRONMENTAL
CONDITION”: with respect to any Landlord Property, any condition, known or
unknown, that existed on the TCA Closing Date in violation of Environmental
Laws.


(52)    “RECORD DATE”: the date
determined by the Board of Trustees of HPT or an authorized committee thereof
as the record date for the Distribution.


(53)    “RELEVANT PROPERTIES”: the
meaning given in SECTION 3.1.


(54)    “RETAINED BUILDINGS”: all
buildings, structures and other improvements located at the addresses listed on
SCHEDULE 1.1(54), and all equipment, machinery and fixtures integral to the
operation of such buildings, structures and improvements.


(55)    “RMR”: the meaning given in
the preamble to this Agreement.


(56)    “SEC”: the United States
Securities and Exchange Commission.


(57)    “SECURITIES ACT”: the
Securities Act of 1933, and the rules and regulations of the SEC thereunder,
all as from time to time in effect.


(58)    “SEPARATE COUNSEL”: the
meaning given in SECTION 4.3(b).


(59)    “SERVICES AGREEMENT”: the
meaning given in SECTION 2.3(e).


(60)    “SNH”: the meaning given in
SECTION 3.1.


(61)    “SUBSIDIARY”: with respect to
any Person, any Entity (a) in which such Person owns directly, or indirectly
through one or more Subsidiaries, twenty percent (20%) or more of the voting or
beneficial interest or (b) which such Person otherwise has the right or power
to control (whether by contract, through ownership of securities or otherwise).


(62)    “TA FRANCHISE”: TA Franchise
Systems Inc., a Delaware corporation (and its successor upon conversion to a
limited liability company as contemplated by Section 2.3(a)), and a wholly
owned subsidiary of TCA.


(63)    “TA LICENSING”: TA Licensing,
Inc., a Delaware corporation, and a wholly owned indirect subsidiary of TCA
prior to the consummation of the TCA Merger.


(64)    “TA OPERATING”: TA Operating
Corporation, a Delaware corporation (and its successor upon conversion to a
limited liability company as contemplated by Section 2.3(a)), and a wholly
owned subsidiary of TCA.



 8
 









(65)    “TAX” or “TAXES”: any net
income, gross income, gross receipts, sales, use, excise, franchise, transfer,
payroll, premium, property or windfall profits tax, alternative or add-on
minimum tax, or other tax, fee or assessment, together with any interest and
any penalty, addition to tax or other additional amount imposed by any Taxing
Authority, whether any such tax is imposed directly or through withholding.


(66)    “TAX CONTESTS”: the meaning
given in SECTION 5.5.


(67)    “TAX RETURNS”: all returns,
reports, estimates, information statements, declarations and other filings
relating to, or required to be filed by any taxpayer in connection with, its
liability or reporting for, or its payment or receipt of any refund of, any
Tax.


(68)    “TAXING AUTHORITIES”: the
United States Internal Revenue Service (or any successor authority) and any
other domestic or foreign Governmental Authority responsible for the
administration of any Tax.


(69)    “TCA”: the meaning given in
the Preliminary Statements to this Agreement.


(70)    “TCA ASSETS”: the assets of
TCA LLC and its Subsidiaries.


(71)    “TCA BUSINESS”: the businesses
conducted from time to time by TCA LLC and its Subsidiaries.


(72)    “TCA CLOSING”: the Closing
under (and as defined in) the TCA Merger Agreement.


(73)    “TCA CLOSING DATE”: the
Closing Date under (and as defined in) the TCA Merger Agreement.


(74)    “TCA GUARANTOR”: collectively,
TCA LLC, TCA, TA Operating and each and every other guarantor of TCA Tenant’s
obligations under the TCA Properties Lease, and each such guarantor’s
successors and assigns, jointly and severally.


(75)    “TCA LIABILITIES”: all Liabilities
(i) arising out of or in connection with any of the TCA Assets (including in
any event any assets owned by TCA or its Subsidiaries prior to the TCA Closing)
or the TCA Business, whether arising before or after the TCA Closing Date
(subject, however, to SECTION 3.8 hereof ) or (ii) of TCA Tenant under the TCA
Properties Lease, including all Liabilities that TCA Tenant has assumed or
agreed to pay or perform under the TCA Properties Lease.


(76)    “TCA LLC”: the meaning given
in the preamble to this Agreement.


(77)    “TCA LLC GROUP”: TCA LLC and
each Entity (i) that is a Subsidiary of TCA LLC at or after the time of the
Distribution, and (ii) any predecessor Entity of such Subsidiary (including TCA
and its Subsidiaries prior to their conversion to limited



 9
 









liability companies
pursuant to SECTION 2.3(A)); provided that TA Licensing shall be a member of
the TCA LLC Group in respect of activities and events up until and including
the consummation of the TCA Merger, and TA Licensing shall be a member of the
HPT Group in respect of all activities and events thereafter.


(78)    “TCA LLC INDEMNIFIED PARTIES”:
the meaning given such term in SECTION 4.1.


(79)    “TCA LLC REGISTRATION
STATEMENT “: the registration statement on Form S-1 filed by TCA LLC under the
Securities Act in connection with the Distribution.


(80)    “TCA LLC SHARES”: the common
shares of membership interest of TCA LLC.


(81)    “TCA LLC SUBSIDIARIES”: the
direct or indirect Subsidiaries of TCA LLC.


(82)    “TCA MERGER”: the meaning
given in the Preliminary Statements to this Agreement.


(83)    “TCA MERGER AGREEMENT”: the
meaning given in the Preliminary Statements to this Agreement.


(84)    “TCA PERSONAL PROPERTY”: all
motor vehicles and consumable inventory and supplies, furniture, furnishings,
equipment, movable walls and partitions, equipment and machinery and all other
tangible personal property of any member of the TCA LLC Group acquired by such
member before, on or after the TCA Closing Date and located at the Landlord
Real Properties or used in such member’s business at the Landlord Real
Properties and all modifications, replacements, alterations and additions to
such personal property installed at the expense of TCA Tenant, other than any
items included within the definition of Fixtures which are not located at the
Retained Buildings.


(85)    “TCA PROPERTIES LEASE”: the
meaning given in SECTION 2.3(c)(4).


(86)    “TCA PROPERTIES SUBLEASE”: the
meaning given in SECTION 2.3(c)(5).


(87)    “TCA TENANT”: TA Leasing LLC,
a Delaware limited liability company.


(88)    “THIRD-PARTY CLAIM”: any
Action asserted by a Person, other than any party hereto or their respective
Affiliated Persons, that gives rise to a right of indemnification hereunder.


(89)    “TRADEMARKS”: all trade names,
trademarks, service marks, domain names, logos and other brand-source indicia,
including all goodwill related thereto, used in connection with any Travel
Center or any other hospitality, fuel and service facility including without
limitation trade names, trademarks, service marks, domain names, logos and other
brand-source indicia, including all goodwill related thereto, such as
“TravelCenters of America”, “TA”, “Goasis”, “Country Pride”, “Fork in the Road”
and “Buckhorn Family Restaurants” whether or not used at or on any Landlord
Real Property;



 10
 









and all other licensable
intellectual property of any kind or character with respect to the Landlord
Properties. Immediately prior to the TCA Closing, TA Licensing will be the
owner of all Trademarks of TCA and its Subsidiaries.


(90)    “TRAVEL CENTER”: with respect
to any Landlord Property, collectively, the hospitality, fuel and service
facilities located at such Landlord Property, including, hotel, food and
beverage services facilities, fuel pumps, facilities for the storage and
distribution of petroleum products, retail shops and other facilities and
services being operated or proposed to be operated on such Landlord Property.


(91)    “TRAVEL CENTER FACILITIES”:
the meaning given in the Preliminary Statements to this Agreement.


SECTION 2


PRELIMINARY ACTIONS;
CERTAIN SECURITIES MATTERS; TCA MERGER;


LEASE TRANSACTION;
AND DISTRIBUTION


2.1      PRELIMINARY ACTIONS.


Prior to the date
of this Agreement, the following occurred:


(a)   HPT entered into the TCA Merger
Agreement with TCA, Oak Hill and HPT Merger Sub;


(b)   HPT caused:


(1)   HPT
Trust Landlord to be formed as a Maryland real estate investment trust and a
wholly owned direct subsidiary of HPT;


(2)   HPT
LLC Landlord to be formed as a Maryland limited liability company and a wholly
owned direct subsidiary of HPT Trust Landlord;


(3)   TCA
LLC to be formed as a Delaware limited liability company and a wholly owned
direct subsidiary of HPT;


(4)   TCA
Tenant to be formed as a Delaware limited liability company and a wholly owned
direct subsidiary of TCA LLC; and


(5)   HPT
Merger Sub to be formed as a Delaware corporation and a wholly owned direct
subsidiary of HPT;


(c)   HPT contributed all of the
issued and outstanding shares of common stock of HPT Merger Sub to TCA LLC and
then contributed all of the issued and outstanding membership interests of TCA
LLC to HPT Trust Landlord;


(d)   TCA LLC filed the TCA LLC
Registration Statement with the SEC;



 11
 









(e)   The HPT Board of Trustees (or
an authorized committee thereof) approved the execution and delivery of this
Agreement and the transactions contemplated herein; and


(f)    TCA LLC’s Board of Directors
approved the execution and delivery of this Agreement and the transactions
contemplated hereby.


2.2      ACTIONS PRIOR TO TCA CLOSING
DATE.


After the date of
this Agreement, but prior to the TCA Closing Date:


(a)   TCA LLC will take all actions
necessary to cause the TCA LLC Registration Statement to become effective as
soon as practicable. As soon as practicable after the TCA LLC Registration
Statement becomes effective, HPT will furnish a copy of the prospectus contained
in the TCA LLC Registration Statement to shareholders of HPT;


(b)   TCA LLC will effect the listing
of the TCA LLC Shares for trading on the American Stock Exchange (the
“EXCHANGE”);


(c)   The parties will use
commercially reasonable efforts to take all actions as may be necessary or
appropriate under state and foreign securities and “blue sky” laws in
connection with the Distribution;


(d)   The HPT Board of Trustees (or
an authorized committee thereof) will set the Record Date and the date for the
Distribution (which is to be the TCA Closing Date), and will take all other
actions necessary to permit the Distribution;


(e)   HPT will enter into a
distribution agreement with the Agent; and


(f)    The parties hereto will use
commercially reasonable efforts to cause the TCA Closing to occur.


2.3      ACTIONS OCCURRING ON THE TCA
CLOSING DATE.


Each of the
following actions will take place on the TCA Closing Date immediately following
the TCA Merger and the TCA Closing (and subject to (i) the compliance by the
parties with the provisions of SECTION 2.2 above, and (ii) the TCA LLC
Registration Statement having been declared effective by the SEC under the
Securities Act, and there being no pending or threatened stop order proceedings
under the Securities Act with respect to the TCA LLC Registration Statement),
in the following order:


(a)   FIRST, TCA LLC will cause


(1)     TCA and each of TA Operating
and (unless otherwise determined by HPT) TA Franchise to convert from
corporations to Delaware limited liability companies; and



 12
 









(2)     TCA to change its name to
“TravelCenters of America Holding Company LLC”;


(b)   SECOND,


(1)     TCA LLC will cause (i) TA
Operating to distribute all the shares of capital stock of TA Licensing to TCA,
and (ii) TCA to distribute all the shares of capital stock of TA Licensing to
TCA LLC;


(2)     TCA LLC will distribute all
the shares of capital stock of TA Licensing to HPT Trust Landlord; and


(3)     TA Licensing will merge with
and into HPT Trust Landlord, which will be the survivor;


(c)   THIRD,


(1)     TCA LLC will cause (i) TA
Operating to distribute all its Landlord Properties to TCA, and (ii) TCA to
distribute all of its Landlord Properties (giving effect to TA Operating’s
distribution of its Landlord Properties to TCA) to TCA LLC;


(2)     TCA LLC will distribute all
of its Landlord Properties (giving effect to TCA’s distribution of all Landlord
Properties to TCA LLC) to HPT Trust Landlord, and HPT Trust Landlord will
contribute the Landlord Properties with respect to travel centers located in
the States of Georgia, Idaho, Illinois, Indiana, Iowa and New Hampshire to HPT
LLC Landlord;


(3)     TCA LLC will, and will cause
each of TCA and TA Operating to, execute and deliver, and to effect the
recordation of, all confirmatory deeds, assignments, instruments and other
documents of conveyance or assignment that are necessary or desirable, in the
opinion of HPT, in order to evidence the foregoing distributions and
contributions and vest record fee or leasehold title or other rights to the
Landlord Properties in the appropriate HPT Landlord;


(4)     HPT Landlord will, and TCA
LLC will cause TCA Tenant to, enter into a lease agreement in mutually
acceptable form (the “TCA PROPERTIES LEASE”), pursuant to which HPT Landlord
will lease and license the Landlord Properties to TCA Tenant;


(5)     TCA LLC will cause TCA Tenant
to enter into a sublease agreement with TA Operating (the “TCA PROPERTIES
SUBLEASE”), pursuant to which TCA Tenant will sublease and sublicense the
Landlord Properties to TA Operating;


(6)     TCA LLC will cause TA
Operating to sub-sublicense the applicable Trademarks to TCA and TA Franchise,
as sub-sublicensees;


(7)     TCA LLC will cause TCA, TA
Franchise and TA Operating to terminate any trademark license agreement entered
into by such parties prior to the TCA Closing Date with TA Licensing as
licensor, and HPT Trust Landlord (as successor by merger to TA Licensing) will
agree to such termination; and



 13















(8)     TCA LLC will execute and
deliver, and cause each other TCA Guarantor to execute and deliver, a guaranty
in favor of HPT Landlord of the obligations of TCA Tenant under the TCA
Properties Lease;


(d)   FOURTH, HPT will contribute the
Cash Contribution Amount (as estimated by HPT in accordance with SECTION 2.4)
to HPT Trust Landlord, and HPT Trust Landlord will contribute the Cash
Contribution Amount to TCA LLC;


(e)   FIFTH, TCA LLC and RMR will
enter into a Management and Shared Services Agreement in mutually acceptable
form (the “SERVICES AGREEMENT”), pursuant to which RMR will provide the
management services to TCA LLC described, and upon the terms set forth,
therein;


(f)    SIXTH, HPT Trust Landlord will
distribute all outstanding TCA LLC Shares to HPT;


(g)   SEVENTH, HPT will cause the
operating agreement of TCA LLC to be amended and restated in a form acceptable
to it;


(h)   EIGHTH, TCA LLC will issue to
HPT such additional number of TCA LLC Shares such that after such issuance the
aggregate number of TCA LLC Shares held by HPT will be equal to the number of
HPT Common Shares outstanding on the Record Date multiplied by the Distribution
Ratio; and


(i)    NINTH, HPT will deliver all of
the TCA LLC Shares owned by it to the Agent with instructions to distribute to
each holder of record of HPT Common Shares on the Record Date one TCA LLC Share
for every 10 HPT Common Shares (the “DISTRIBUTION RATIO”) owned of record by
such holder on the Record Date (the “DISTRIBUTION”). HPT will cause the Agent
to deliver an account statement to each holder of TCA LLC Shares reflecting
such holder’s ownership interest in the TCA LLC Shares (registered in
book-entry form through the direct registration system). In addition, HPT will
authorize the Agent to perform such withholding in respect of the Distribution
as may be required by Taxing Authorities.


2.4      CAPITALIZATION OF TCA LLC.


HPT and TCA LLC
intend that on the TCA Closing Date (after giving effect to the TCA Closing and
all transfers and other actions that this Agreement contemplates occurring
prior to the Distribution), TCA LLC will have Net Working Capital of
$200,000,000. To effect this, HPT agrees, pursuant to SECTION 2.3(d), to cause
the Cash Contribution Amount to be contributed to TCA LLC. HPT will estimate
Net Working Capital as of the close of business on the day immediately preceding
the TCA Closing Date. As soon as practicable, but in any event within 60 days
after the TCA Closing Date, TCA LLC will furnish HPT with TCA LLC’s consolidated
balance sheet and its calculation of Net Working Capital in each case as of TCA
Closing Date (after giving effect to the TCA Closing and all transfers and
other actions that this Agreement contemplates occurring prior to the
Distribution) (“CLOSING BALANCE SHEET” and “CLOSING NET WORKING CAPITAL,” respectively).
If within 30 days following delivery of the Closing Balance Sheet and the
Closing Net Working Capital calculation HPT has not given TCA LLC written
notice of its objection as to the Closing Net Working Capital calculation
(which notice shall state



 14
 









the basis of HPT’s
objection), then the Closing Net Working Capital calculated by TCA LLC shall be
binding and conclusive on the parties and be used in computing the payments
described below. If HPT duly gives TCA LLC such notice of objection, and if HPT
and TCA LLC fail to resolve the issues outstanding with respect to the Closing
Balance Sheet and the calculation of the Closing Net Working Capital within 30
days of TCA LLC’s receipt of HPT’s objection notice, HPT and TCA LLC will
submit the issues remaining in dispute to binding arbitration in accordance
with SECTION 6.1. If Closing Net Working Capital is greater than $200,000,000,
an amount equal to Closing Net Working Capital less $200,000,000 will be paid
by wire transfer by TCA LLC to an account specified by HPT. If Closing Net
Working Capital is less than $200,000,000, an amount equal to $200,000,000 less
Closing Net Working Capital will be paid by wire transfer by HPT to an account
specified by TCA LLC. Such payment will be made within 3 Business Days after
the calculation of the Closing Net Working Capital becomes binding and
conclusive on the parties.


SECTION 3

POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS


3.1      RIGHT OF FIRST REFUSAL RE:
CERTAIN REAL ESTATE INVESTMENTS.


(a)   Except as otherwise
contemplated herein, at no time during the term of any lease by HPT or any HPT
Subsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, may
TCA LLC, any TCA LLC Subsidiary or any affiliate controlled by any of them,
directly or indirectly, acquire or finance (including through a sale and
leaseback transaction), or participate in the acquisition or financing of, any
real estate property anywhere in the world (collectively, the “RELEVANT
PROPERTIES”) of a type then owned or financed by HPT, HRPT Properties Trust, a
Maryland real estate investment trust (“HRPT”), Senior Housing Properties
Trust, a Maryland real estate investment trust (“SNH”), Five Star Quality Care,
Inc., a Maryland corporation (“FVE”), or any other publicly-traded Entity that
is managed or advised by RMR or to which RMR provides services (a “BENEFITED
PARTY”), without first having (i) provided written notice of such proposed
transaction to the relevant Benefited Party, describing the Proposed
Transaction in sufficient detail (including pricing and all other material
terms) and offering the relevant Benefited Party the right to acquire or
finance the acquisition of the Relevant Property and (ii) negotiated in good
faith with the relevant Benefited Party. If, after ten Business Days, TCA LLC
and the relevant Benefited Party have not reached agreement on the terms of
such acquisition or financing, TCA LLC (or such TCA LLC Subsidiary) will be
free to acquire or finance such Relevant Property itself or with others, free
of the restrictions of this SECTION 3.1.


(b)   TCA LLC agrees that irreparable
damage would occur if its obligations under this SECTION 3.1 were not performed
in accordance with their terms and that the Benefited Parties’ remedy at law
for TCA LLC’s breach of its obligations under this SECTION 3.1 would be
inadequate. Upon any such breach, the relevant Benefited Party shall be
entitled (in addition to any other rights or remedies it may have at law) to
seek an injunction enjoining and restraining TCA LLC and/or such TCA LLC
Subsidiary from continuing such breach. TCA LLC agrees that the period of
restriction and the geographical area of restriction imposed upon TCA LLC are
fair and reasonable. If the provisions of this SECTION 3.1 relating to the
period or the area of restriction are determined to exceed the maximum period
or areas which a court having



 15
 









jurisdiction over the matter would deem enforceable, such period or
area shall, for purposes of this Agreement, be deemed to be the maximum period or
area which such court determines valid and enforceable.


(c)   In the event RMR enters into an
advisory arrangement or agreement with any publicly traded Entity other than
HPT, HRPT, SNH and FVE, RMR will provide TCA LLC with notice thereof. The
notice will specify in reasonable detail the identity of the Entity, the types
of properties owned or financed by such additional Entity, and such Entity
shall be deemed and become a “Benefited Party” for all purposes of this
Agreement.


3.2      RIGHT OF FIRST REFUSAL RE:
TRAVEL CENTER FACILITIES.


(a)      At no time during the term
of any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCA
LLC Subsidiary, as tenant, may TCA LLC or any TCA LLC Subsidiary, directly or
indirectly, purchase, lease, mortgage or otherwise finance (including through a
sale and leaseback transaction), or participate in the purchase, lease,
mortgage or financing of, any Travel Center Facility, or any property intended
to be used as a Travel Center Facility, in the United States or Canada, without
first having (i) provided written notice of such proposed transaction to HPT,
describing such proposed transaction in sufficient detail (including pricing
and all other material terms) and offering HPT the right to purchase, lease,
mortgage or finance such Travel Center Facility or property and (ii) negotiated
in good faith with HPT. If, after ten Business Days, TCA LLC and HPT have not
reached agreement on the terms of such purchase, lease, mortgage or financing,
TCA LLC (or such TCA LLC Subsidiary) will be free to purchase, lease, mortgage
or finance such Travel Center Facility or property itself or with others, free
of the restrictions of this SECTION 3.2.


(b)      TCA LLC agrees that
irreparable damage would occur if its obligations under this SECTION 3.2 were not
performed in accordance with their terms and that HPT’s remedy at law for TCA
LLC’s breach of its obligations under this SECTION 3.2 would be inadequate.
Upon any such breach, HPT shall be entitled (in addition to any other rights or
remedies it may have at law) to seek an injunction enjoining and restraining
TCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLC
agrees that the period of restriction and the geographical area of restriction
imposed upon TCA LLC are fair and reasonable. If the provisions of this SECTION
3.2 relating to the period or the area of restriction are determined to exceed
the maximum period or areas which a court having jurisdiction over the matter
would deem enforceable, such period or area shall, for purposes of this
Agreement, be deemed to be the maximum period or area which such court
determines valid and enforceable.


3.3      OPTIONS
RE: TRAVEL CENTER BUSINESS ASSETS.


HPT or its
designee will have the right by written notice to TCA LLC, effective upon the
expiration or sooner termination of the TCA Properties Lease (the “LEASE
TERMINATION DATE”), to require TCA LLC and each TCA LLC Subsidiary to grant a
perpetual license to HPT or such designee of all software used in the operation
of the Landlord Properties by TCA LLC or any TCA LLC Subsidiary on the Lease
Termination Date for an amount equal to the then fair market value thereof (i.e.,
the current replacement cost as determined by agreement of the parties or, in



 16
 









the absence of such
agreement, appraisal). TCA LLC will cause each TCA LLC Subsidiary to enter into
any license and sublicenses necessary to effectuate the foregoing.


3.4      ASSEMBLED
WORKFORCE.


The parties agree
that at the Lease Termination Date, HPT and its Subsidiaries will have the
right to offer employment to any and all employees of TCA LLC and the TCA LLC
Subsidiaries at the Landlord Properties, and TCA LLC will not, and will cause
each TCA LLC Subsidiary not to, interfere with the exercise of such right, and
TCA LLC will, and will cause each TCA LLC Subsidiary to, cooperate with HPT and
its Subsidiaries.


3.5      COOPERATION, EXCHANGE OF
INFORMATION, RETENTION OF RECORDS, AND COSTS OF REPORTING.


(a)      Upon reasonable request
prior to and after the TCA Closing Date, HPT (on behalf of the HPT Group) and
TCA LLC (on behalf of the TCA LLC Group) will promptly provide, and will cause
their respective Affiliated Persons to provide, the requesting party with such
cooperation and assistance, documents and other information, without charge, as
may be necessary or reasonably helpful in connection with (i) the consummation
of the transactions contemplated by this Agreement and the preservation for
each such party and for the TCA LLC Subsidiaries, to the extent reasonably
feasible, of the benefits of this Agreement (including, in the case of TCA LLC
and the TCA LLC Subsidiaries, the economic and operational benefits of the TCA
Assets), (ii) each such party’s preparation and filing of any original or
amended Tax Return or of any financial or other report required to be filed
under the Exchange Act or other applicable law, (iii) the conduct of any audit,
appeal, protest or other examination or any judicial or administrative
proceeding involving to any extent Taxes or Tax Returns within the scope of
this Agreement, and (iv) the verification of an amount payable hereunder to, or
receivable hereunder from, any other party. Each such party will make its
officers and facilities available on a mutually convenient basis to facilitate
such cooperation.


(b)      HPT and TCA LLC will retain
or cause to be retained all books, records and other documents within its
possession or control relating to any Contracts or otherwise to the TCA LLC
Subsidiaries or their properties, assets or liabilities, and all Tax Returns,
and all books, records, schedules, workpapers, and other documents relating
thereto, which Tax Returns and other materials are within the scope of this
Agreement, until the expiration of the later of (i) all applicable statutes of
limitations (including any waivers or extensions thereof), and (ii) any
retention period required by applicable law or pursuant to any record retention
agreement.


(c)      HPT agrees to bear the fees
and expenses payable to any independent public accountants incurred prior to
the TCA Closing Date in connection with their audit or review of the financial
statements of the TCA LLC Group for any fiscal period ending prior to the TCA
Closing Date.


3.6      RESTRICTIONS ON OWNERSHIP.


After the Distribution, and for so long thereafter as
TCA LLC or any TCA LLC Subsidiary is a tenant of HPT or one of HPT’s
Subsidiaries, (a) TCA LLC will not permit the occurrence of any Change in
Control, and (b) TCA LLC will not take any action that, in the



 17
 









reasonable judgment of
HPT, might reasonably be expected to have an adverse impact on the ability of
HPT to qualify as a “real estate investment trust” under Sections 856 through
860 of the Code.


3.7      TERMINATION OF EXCHANGE
FUND; DIRECTOR’S AND OFFICER’S INDEMNIFICATION.


The parties hereby confirm that:


(a)      pursuant to Section 3.04(d)
of the TCA Merger Agreement, (i) TCA will remain entitled to receive that
portion of the Exchange Fund (as defined in the TCA Merger Agreement) that
remains undistributed to the holders of stock certificates of TCA upon the
expiration of two years following the TCA Closing, and (ii) thereafter, TCA
will be solely responsible for the payment of any claim for merger
consideration and compliance with any applicable “escheat” or similar laws
applicable to such undistributed merger consideration in connection with the
TCA Merger; and


(b)      TCA will remain solely
obligated under the indemnities provided by it under Section 6.07 of the TCA
Merger Agreement.


3.8      COST TO REMEDIATE
PRE-EXISTING ENVIRONMENTAL CONDITION.


HPT agrees to pay all costs necessary to effect the remediation
(to the extent required by Environmental Laws) of any Pre-Existing
Environmental Condition (or reimburse TCA LLC and its Subsidiaries for any
costs incurred by them to so remediate any Pre-Existing Environmental
Condition) in excess of $12,000,000, net of reimbursement available to TCA LLC
from any other Person (other than HPT and its Affiliated Persons) or insurers,
and TCA LLC agrees to exhaust all recourse against any such other Persons or
insurers prior to requiring payment by HPT.


SECTION 4

INDEMNIFICATION


4.1      INDEMNIFICATION BY HPT.


From and after the TCA Closing Date, subject to any
limitations on liability contained in the TCA Properties Lease, HPT will
indemnify and hold harmless TCA LLC, its Subsidiaries, each of their respective
directors, trustees, officers, employees and agents, and each of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the “TCA
LLC INDEMNIFIED PARTIES”) from and against any and all damages, claims, losses,
expenses, costs, obligations and liabilities, including liabilities for all reasonable
attorneys’, accountants’, and experts’ fees and expenses, including those
incurred to enforce the terms of this Agreement (collectively, “COVERED LIABILITIES”),
suffered, directly or indirectly, by any TCA LLC Indemnified Party by reason
of, or arising out of,


(a)   any breach of any covenant or
agreement of HPT or HPT Landlord contained in this Agreement; or


(b)   any Liability of HPT or its
Subsidiaries (other than any TCA Liabilities).



 18
 









4.2      INDEMNIFICATION BY TCA LLC.


From and after the TCA Closing Date, TCA LLC will
indemnify and hold harmless HPT, its Subsidiaries (other than the TCA LLC and
its Subsidiaries), each of their respective directors, trustees, officers,
employees and agents, and each of the heirs, executors, successors and assigns
of any of the foregoing (collectively, the “HPT INDEMNIFIED PARTIES”) from and
against any and all Covered Liabilities suffered, directly or indirectly, by
any HPT Indemnified Party by reason of, or arising out of:


(1)   any breach of any covenant or
agreement of TCA LLC under this Agreement; or


(2)   any TCA Liability.


4.3      INDEMNIFICATION
PROCEDURES.


(a)      If any indemnified party
receives notice of the assertion of any Third-Party Claim with respect to which
an indemnifying party is obligated under this Agreement to provide
indemnification, such indemnified party shall give such indemnifying party
written notice thereof (together with a copy of such Third-Party Claim, process
or other legal pleading) promptly after becoming aware of such Third-Party
Claim; PROVIDED, HOWEVER, that the failure of any indemnified party to give
notice as provided in this SECTION 4.3 shall not relieve any indemnifying party
of its obligations under this SECTION 4, except to the extent that such
indemnifying party is actually prejudiced by such failure to give notice. Such
notice shall describe such Third-Party Claim in reasonable detail.


(b)      An indemnifying party, at
such indemnifying party’s own expense and through counsel chosen by such
indemnifying party (which counsel shall be reasonably acceptable to the
indemnified party), may elect to defend any Third-Party Claim. If an
indemnifying party elects to defend a Third-Party Claim, then, within ten (10)
Business Days after receiving notice of such Third-Party Claim (or sooner, if
the nature of such Third-Party claim so requires), such indemnifying party
shall notify the indemnified party of its intent to do so, and such indemnified
party shall cooperate in the defense of such Third-Party Claim (and pending
such notice and assumption of defense, an indemnified party may take such steps
to defend against such Third-Party Claim as, in such indemnified party’s
good-faith judgment, are appropriate to protect its interests). The
indemnifying party shall pay such indemnified party’s reasonable out-of-pocket
expenses incurred in connection with such cooperation. After notice from an
indemnifying party to an indemnified party of its election to assume the
defense of a Third-Party Claim, such indemnifying party (i) shall not be liable
to such indemnified party under this SECTION 4 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than those expenses referred to in the preceding sentence, and
(ii) shall keep the indemnified party reasonably informed of the status of the
defense of such Third-Party Claim; PROVIDED, HOWEVER, that such indemnified
party shall have the right to employ one law firm as counsel, together with a
separate local law firm in each applicable jurisdiction (“SEPARATE COUNSEL”),
to represent such indemnified party in any action or group of related actions
(which firm or firms shall be reasonably acceptable to the indemnifying party)
if, in such indemnified party’s reasonable judgment at any time, either a
conflict of



 19
 









interest between such
indemnified party and such indemnifying party exists in respect of such claim,
or there may be defenses available to such indemnified party which are
different from or in addition to those available to such indemnifying party and
the representation of both parties by the same counsel would be inappropriate,
and in that event (i) the reasonable fees and expenses of such Separate Counsel
shall be paid by such indemnifying party (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
Separate Counsel (excluding local counsel) with respect to any Third-Party
Claim (even if against multiple indemnified parties), and (ii) each of such
indemnifying party and such indemnified party shall have the right to conduct
its own defense in respect of such claim. If an indemnifying party elects not
to defend against a Third-Party Claim, or fails to notify an indemnified party
of its election as provided in this SECTION 4.3 within the period of ten (10)
(or, if applicable, fewer) Business Days described above, the indemnified party
may defend, compromise, and settle such Third-Party Claim and shall be entitled
to indemnification hereunder (to the extent permitted hereunder); PROVIDED,
HOWEVER, that no such indemnified party may compromise or settle any such
Third-Party claim without the prior written consent of the indemnifying party,
which consent shall not be unreasonably withheld or delayed. Notwithstanding
the foregoing, the indemnifying party shall not, without the prior written
consent of the indemnified party, (i) settle or compromise any Third-Party
Claim or consent to the entry of any judgment which does not include as an
unconditional term thereof the delivery by the claimant or plaintiff to the
indemnified party of a written release from all liability in respect of such
Third-Party Claim, or (ii) settle or compromise any Third-Party Claim in any
manner that would reasonably be expected to have a material adverse effect on
the indemnified party.


4.4      CERTAIN LIMITATIONS, ETC.


The amount of any Covered Liabilities for which
indemnification is provided under this Agreement shall be net of any amounts
actually recovered by the indemnified party from third parties (including
amounts actually recovered under insurance policies) with respect to such
Covered Liabilities. Any indemnifying party hereunder shall be subrogated to
the rights of the indemnified party upon payment in full of the amount of the
relevant indemnifiable loss. An insurer who would otherwise be obligated to pay
any claim shall not be relieved of the responsibility with respect thereto or,
solely by virtue of the indemnification provision hereof, have any subrogation
rights with respect thereto. If any indemnified party recovers an amount from a
third party in respect of an indemnifiable loss for which indemnification is
provided in this Agreement after the full amount of such indemnifiable loss has
been paid by an indemnifying party or after an indemnifying party has made a
partial payment of such indemnifiable loss and the amount received from the
third party exceeds the remaining unpaid balance of such indemnifiable loss,
then the indemnified party shall promptly remit to the indemnifying party the
excess of (i) the sum of the amount theretofore paid by such indemnifying party
in respect of such indemnifiable loss plus the amount received from the third
party in respect thereof, less (ii) the full amount of such Covered Liabilities.



 20
 









4.5      SURVIVAL.


Notwithstanding anything herein to the contrary, the
indemnities and related acknowledgments and agreements of the parties set forth
in this SECTION 4 will survive the Distribution and the TCA Closing Date, and
shall be enforceable at any time.


4.6      PRIORITY OF SECTION 5.


As to the Tax matters addressed in SECTION 5,
including the indemnification for Taxes and the notice, control and conduct of
Tax Contests, the provisions of SECTION 5 shall be the exclusive governing
provisions.


SECTION 5

TAX MATTERS


5.1      GENERAL RESPONSIBILITY FOR
TAXES.


(a)      All federal Income Taxes of
the HPT Group shall be borne by, shall be the responsibility of, and shall be
paid by the HPT Group, and all federal Income Taxes of the TCA LLC Group shall
be borne by, shall be the responsibility of, and shall be paid by the TCA LLC
Group. For purposes of federal Income Taxes, items of income, gain, loss,
deduction, expenditure, and credit shall be allocated and reported, as between
the HPT Group and the TCA LLC Group, in a manner consistent with: (i)
applicable Tax laws, including without limitation (A) the federal consolidated
Income Tax Return whose common parent has employer identification number
36-3856519 including all the income, expenses and operations of such parent and
its subsidiaries through the close of business on the TCA Closing Date in
accordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of the
Treasury Regulations, (B) the federal Income Tax Return Form 1120-REIT of HPT
including the gains (if any) that result from the application of Section 311 of
the Code to the Distribution, and (C) the federal consolidated Income Tax
Return whose common parent has employer identification number 20-5701514
including all the income, expenses and operations of such parent and its
subsidiaries from and after the end of the taxable period covered by Section
5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estate
investment trust under the Code; and (iii) commercially reasonable prorations
of items between lessors and lessees of real estate.


(b)      For any state or local
Income Tax that follows Code Section 856(i) or Section 301.7701-2(c)(2)(i) of
the Treasury Regulations, (i) such state and local Income Taxes of the HPT
Group shall be borne by, shall be the responsibility of, and shall be paid by
the HPT Group, and (ii) such state and local Income Taxes of the TCA LLC Group
shall be borne by, shall be the responsibility of, and shall be paid by the TCA
LLC Group. For purposes of such state and local Income Taxes, items of income,
gain, loss, deduction, expenditure, and credit shall be allocated and reported,
as between the HPT Group and the TCA LLC Group, in the same manner as SECTION
5.1(a).


(c)      All Taxes not covered by
SECTIONS 5.1(a)-(b) and 5.2, including applicable Other Taxes, shall be
allocated between the HPT Group and the TCA LLC Group on the basis of actual
transactions, events or activities (including, if applicable, days elapsed)
that give rise to or create liability for such Taxes, and based on the taxable
periods to which such Taxes relate,



 21
 









except that any real
estate transfer, sales or similar Taxes applied in respect of the transfers of
Landlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPT
Group regardless of whom such Taxes shall have been imposed upon in the first
instance.


(d)      HPT shall hold TCA LLC
harmless from and against all Taxes which are to be borne by the HPT Group
under this SECTION 5.1. TCA LLC shall hold HPT harmless from and against all
Taxes which are to be borne by the TCA LLC Group under this SECTION 5.1.


5.2      ALLOCATION OF CERTAIN TAXES
AMONG TAXABLE PERIODS.


HPT and TCA LLC agree that if it or any member of the
HPT Group or TCA LLC Group, respectively, is permitted but not required under
any applicable Tax law, including applicable state and local Income Tax laws,
to allocate Tax liabilities in the manner consistent with how federal Tax
liabilities are allocated pursuant to SECTION 5.1(a), then HPT and TCA LLC
shall cooperate on behalf of the HPT Group and TCA LLC Group, respectively, so
as to achieve such allocation of Taxes through available elections or
otherwise.


5.3      FILING AND PAYMENT
RESPONSIBILITY.


(a)      From and after the TCA
Closing Date, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalf
of the TCA LLC Group) shall cause to be prepared and filed such Tax Returns as
the HPT Group and the TCA LLC Group, respectively, are required to file with
applicable Taxing Authorities. Each of HPT (on behalf of the HPT Group) and TCA
LLC (on behalf of the TCA LLC Group) agree that, except as required by
applicable law, they will not take positions in any such Tax Return that are
inconsistent with (i) the description of federal Income Tax consequences in the
TCA LLC Registration Statement, (ii) the Distribution being treated, on account
of TCA LLC and its (directly or indirectly) wholly owned limited liability
company subsidiaries being disregarded entities under Section 301.7701-2(c)(2)(i)
of the Treasury Regulations, as the distribution by HPT of TCA LLC’s and its
Subsidiaries’ underlying assets and liabilities pursuant to the principles of
Internal Revenue Service Revenue Rulings 99-5 and 99-6, (iii) any election
(protective or otherwise) that HPT may choose to make under Section 336(e) of
the Code, or any similar Tax election under any state or local Income Tax laws,
with respect to the Distribution (it being understood that TCA LLC and its
Subsidiaries shall join in any such Tax election at the request of HPT), (iv)
the payments from HPT to TCA LLC under SECTIONS 2.3(d) and 2.4 representing a
nontaxable capital contribution from HPT to TCA LLC, and the payments from TCA LLC
(or its Subsidiaries) to HPT under SECTIONS 2.4 OR 3.8, if any, representing a
nontaxable return of excess capital contributions, and (v) any other Tax Return,
whether filed on behalf of the HPT Group or the TCA LLC Group, previously or
substantially contemporaneously filed with such Tax Return. In particular, to
the extent such valuations are necessary for Tax purposes, HPT and TCA LLC will
use all commercially reasonable efforts to cooperate with one another in
valuing the individual assets comprising the TCA Assets at the time of the
Distribution, and to the maximum extent permitted by applicable law shall utilize
for all Code purposes the valuations resulting from application of Section
1.856-3(a) of the Treasury Regulations.


(b)      To the extent that either of
the HPT Group or the TCA LLC Group bears responsibility pursuant to SECTION 5.1
for some or all of a Tax which is to be paid with a Tax



 22
 









Return for which the
other bears preparation and filing responsibility pursuant to SECTION 5.3, then
(i) the party bearing responsibility for some or all of such Tax shall have the
right to review and comment upon such Tax Return at least fifteen (15) days
before such Tax Return must be filed, (ii) the party bearing responsibility for
some or all of such Tax shall pay over by wire transfer the amount of such Tax
for which it is responsible to the party filing such Tax Return at least three (3)
days before such Tax Return must be filed, and (iii) the party responsible for
preparing and filing such Tax Return will file such Tax Return on or before its
due date and pay over to the applicable Taxing Authority the amount of Tax due
with such Tax Return.


(c)      At the request of HPT, TCA
LLC Group’s TravelCentres Canada, Inc. (employer identification number
98-0329055) shall join with HPT in a “taxable REIT subsidiary” election under
Section 856(l) of the Code on Internal Revenue Service Form 8875, which
election is to be effective as of the TCA Closing Date.


5.4      REFUNDS AND CREDITS.


Any refunds or credits of Taxes shall be for the
account of the party bearing responsibility for such Taxes under SECTION 5.1.
Each of HPT and TCA LLC agrees that if as the result of any audit adjustment
made by any Taxing Authority with respect to a Tax to be borne by the other
party under SECTION 5.1, any member of the HPT Group or the TCA LLC Group,
respectively, receives a Tax benefit in the form of a cash refund or in the
form of a credit applicable against Tax liabilities to be borne by such
benefited party under this SECTION 5, then the benefited party shall notify the
other party of the same within ten (10) days of, as applicable, receiving the
cash refund or filing the Tax Return in which such credit is utilized, and then
pay over immediately to such other party the amount of such Tax refund or
credit.


5.5      TAX CONTESTS.


If either HPT (on behalf of the HPT Group) or TCA LLC
(on behalf of the TCA LLC Group) becomes aware of any audit, pending or
threatened assessment, official inquiry, examination or proceeding (“TAX
CONTESTS”) that could result in an official determination with respect to Taxes
due or payable, the responsibility for any portion of which rests with the other
party, such party shall promptly so notify the other party in writing. The
party bearing greater responsibility for the Taxes contested in a Tax Contest
shall bear the costs (including attorneys’ and accountants’ fees, but excluding
the contested Taxes) of such Tax Contest, and shall control and conduct such
Tax Contest in a reasonable manner after consulting in good faith with the
other party. The other party shall supply the party controlling the Tax Contest
with such powers of attorney and assistance as may be reasonably requested. The
responsibility for any additional liability for Taxes resulting from a Tax
Contest shall be allocated and apportioned between the HPT Group and the TCA
LLC Group in accordance with SECTION 5.1. Except to the extent in conflict with
the provisions of this SECTION 5, the provisions of SECTION 4.3 shall be
applicable to Tax Contests.


5.6      RESOLUTION OF DISPUTES.


At the request of either HPT or TCA LLC, any disputes
between HPT (on behalf of the HPT Group) and TCA LLC (on behalf of the TCA LLC
Group) with respect to matters governed



 23
 









by this SECTION 5 shall
be resolved through an arbitration by a firm of independent certified public
accountants, mutually agreed upon by HPT and TCA LLC and having no material
relationship with either HPT or TCA LLC, whose determination shall be final and
binding on both parties. The cost of such firm shall be borne equally by HPT
and TCA LLC.


SECTION 6

MISCELLANEOUS


6.1      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 and
other than disputes under SECTION 5 as to which either party elects to apply
the provisions of SECTION 5.6, 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.


6.2      CONFIDENTIALITY.


Each party hereto shall use commercially reasonable
efforts to maintain the confidentiality of any information concerning the other
party or any Subsidiary of the other party provided to or discovered by it or
its representatives and which is not otherwise available on a nonconfidential
basis to such party and shall not (except as may otherwise be required by applicable
law or the rules and regulations of the New York Stock Exchange or the American
Stock Exchange) disclose such information, subject to the provisions of this
Section, to anyone other than those people who have a need to know such
information in connection with the conduct of such party’s business, including
its attorneys, accountants and other representatives and agents or during the
course of or in connection with any Action based upon or in connection with the
subject matter of this Agreement.


6.3      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



 24
 









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 TCA LLC, to:


TravelCenters of America LLC

24601 Center Ridge Road

Westlake, OH  44145

Attn:  Mr. John R. Hoadley

Telecopy no:  (617) 796-8349


If to HPT or HPT Landlord, to:


Hospitality Properties Trust

400 Centre Street

Newton, Massachusetts  02458

Attn:  President

Telecopy no:  (617) 969-5730


If to RMR, to:


Reit Management & Research LLC

400 Centre Street

Newton, Massachusetts  02458

Attn:  President

Telecopy no: (617) 969-1437


If to any Benefited Party, to it care of RMR, at:


Reit Management & Research LLC

400 Centre Street

Newton, Massachusetts  02458

Attn:  President

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.


6.4      WAIVERS, ETC.


No provision of this Agreement may be waived except by
a written instrument signed by the party waiving compliance. No waiver by any
party hereto of any of the requirements hereof or of any of such party’s rights
hereunder shall release the other parties from full performance of



 25
 









their remaining
obligations stated herein. No failure to exercise or delay in exercising on the
part of any party hereto any right, power or privilege of such party shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege by such party. This Agreement
may not be amended, nor shall any waiver, change, modification, consent or
discharge be effected, except by an instrument in writing executed by or on
behalf of the party against whom enforcement of any amendment, waiver, change,
modification, consent or discharge is sought.


6.5      ASSIGNMENT; SUCCESSORS AND
ASSIGNS; THIRD PARTY BENEFICIARIES.


This Agreement and all rights and obligations
hereunder shall not be assignable by any party without the written consent of
the other parties, except to a successor to such party by merger or
consolidation or an assignee of substantially all of the assets of such party.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Agreement is not intended and shall not be construed to create any rights in or
to be enforceable in any part by any other Person, except that each Benefited
Party is a third party beneficiary of SECTION 3.1.


6.6      SEVERABILITY.


If any provision of this Agreement shall be held or
deemed to be, or shall in fact be, invalid, inoperative or unenforceable as
applied to any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions or in all cases, because of the conflict of any provision with
any constitution or statute or rule of public policy or for any other reason,
such circumstance shall not have the effect of rendering the provision or
provisions in question invalid, inoperative or unenforceable in any other
jurisdiction or in any other case or circumstance or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable
to the extent that such other provisions are not themselves actually in
conflict with such constitution, statute or rule of public policy, but this
Agreement shall be reformed and construed in any such jurisdiction or case as
if such invalid, inoperative or unenforceable provision had never been
contained herein and such provision reformed so that it would be valid,
operative and enforceable to the maximum extent permitted in such jurisdiction
or in such case.


6.7      COUNTERPARTS, ETC.


This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
shall supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof. This
Agreement may not be amended or modified in any respect other than by the
written agreement of all of the parties hereto and, with respect to SECTION
3.1, the consent of each Benefited Party affected thereby.



 26
 









6.8      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.


6.9      EXPENSES.


HPT agrees to pay and to hold each other party to this
Agreement (and its Subsidiaries) harmless from and against (a) all costs, expenses
and fees (including in each case the reasonable fees and disbursements of
counsel), incident to (i) the drafting, preparation, execution and delivery of
this Agreement and all other agreements, instruments and other documents
entered into by such other party or any Subsidiary thereof in connection
herewith or in connection with the Distribution or the TCA Closing or
consummation of the other transactions contemplated hereby, (ii) the
preparation, printing, filing and distribution under the Securities Act of the
TCA LLC Registration Statement (including financial statements and exhibits),
each preliminary prospectus and prospectus in connection therewith and all
amendments and supplements to any of them, (iii) the registration or
qualification of the TCA LLC Shares for offer and sale under the securities and
Blue Sky laws of the several states in connection with the Distribution, (iv)
the initial listing of the TCA LLC Shares on the Exchange and (v) furnishing
such copies of the TCA LLC Registration Statement, the final prospectus
contained therein and all amendments and supplements thereto as may be
requested for use by transferors thereof who are required to deliver a
prospectus in connection with the Distribution, (b) the fees and expenses of
the Agent in connection with the Distribution, and (c) all real property
transfer Taxes, including Taxes levied upon the transfer of equity in an Entity
owning real estate assets, and all excise, sales, use, value added, registration
stamp, recording, documentary, conveyancing, franchise, property, transfer,
gains and similar Taxes, levies, charges and fees, including any associated
deficiencies, interest, penalties, additions to Tax or additional amounts,
excluding any Income Taxes incurred in connection with the transactions contemplated
by this Agreement to occur on or prior to the TCA Closing Date. Each party
hereto will use all commercially reasonable efforts to minimize the amount of
transfer Taxes, and will cooperate with one another in providing any appropriate
exemption certifications or other similar documentation.


6.10    SECTION AND OTHER HEADINGS;
INTERPRETATION.


The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement; and
Section, subsection, Schedule and Exhibit references are to this Agreement,
unless otherwise specified. The words “including” and “include” shall be deemed
to be followed by the words “without limitation.”


6.11    EXCULPATION.


THE DECLARATION OF TRUST ESTABLISHING HPT, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “HPT DECLARATION”), IS



 27
 









DULY FILED WITH THE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT
THE NAME “HOSPITALITY PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE HPT
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST, HPT. ALL PERSONS DEALING WITH HPT IN ANY WAY SHALL LOOK ONLY TO
THE ASSETS OF HPT FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.


THE DECLARATION OF TRUST ESTABLISHING HPT TRUST
LANDLORD, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “HPT TRUST
LANDLORD DECLARATION”), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND
TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “HPT TA PROPERTIES
TRUST” REFERS TO THE TRUSTEES UNDER THE HPT TRUST LANDLORD DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TRUST LANDLORD SHALL BE
HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST, HPT TRUST LANDLORD. ALL PERSONS DEALING WITH HPT TRUST LANDLORD
IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TRUST LANDLORD FOR THE PAYMENT
OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


[THE REMAINDER OF
THIS PAGE INTENTIONALLY LEFT BLANK].



 28
 









IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as a sealed instrument as of the date first above
written.


	
  

  	
  HOSPITALITY
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Murray

  	
   

  
	
   

  	
   

  	
  Name: John G.
  Murray

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HPT TA
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  Name: John G.
  Murray

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HPT TA
  PROPERTIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Murray

  	
   

  
	
   

  	
   

  	
  Name: John G.
  Murray

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAVELCENTERS OF
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Kleifges

  	
   

  
	
   

  	
   

  	
  Name: Mark Kleifges

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REIT MANAGEMENT
  & RESEARCH LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer B.
  Clark

  	
   

  
	
   

  	
   

  	
  Name: Jennifer
  B. Clark

  
	
   

  	
   

  	
  Title: Vice
  President

  



 



 29














Schedule
1.1(41)(A)


LAND INCLUDED IN LANDLORD
PROPERTIES


[The Schedule to
this agreement has been omitted and will be supplementally furnished by the
Securities and Exchange Commission upon request.]











Schedule 1.1(54)


RETAINED BUILDINGS


[The Schedule to this
agreement has been omitted and will be supplementally furnished by the
Securities and Exchange Commission upon request.]