Exhibit
10.4


GUARANTY
AGREEMENT


THIS GUARANTY
AGREEMENT (this “AGREEMENT”) is made and given as of January 31, 2007 by
TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and
TA OPERATING LLC, each a Delaware limited liability company (each a “GUARANTOR”
and collectively, the “GUARANTORS”), for the benefit of HPT TA PROPERTIES
TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a
Maryland limited liability company (together with each of their successors and
assigns, collectively, the “LANDLORD”).


WITNESSETH:


WHEREAS, pursuant
to a Lease Agreement, dated as of the date hereof (the “LEASE”), the Landlord
has agreed to lease to TA Leasing LLC, an affiliate of the Guarantors (the “TENANT”),
and the Tenant has agreed to lease from the Landlord, certain real property,
together with certain related improvements and other property, as more
particularly described in the Lease; and


WHEREAS, it is a
condition precedent to the Landlord’s entering into the Lease that the Guarantors
guarantee all of the payment and performance obligations of the Tenant with
respect to the Lease; and


WHEREAS, the
transactions contemplated by the Lease are of direct material benefit to the
Guarantors;


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the mutual receipt and legal sufficiency of which are hereby acknowledged, the
Guarantors hereby agree as follows:


1.  CERTAIN
TERMS. Capitalized terms used and not otherwise defined in this Agreement shall
have the meanings ascribed to such terms in the Lease.


2.  GUARANTEED
OBLIGATIONS. For purposes of this Agreement, the term “GUARANTEED OBLIGATIONS”
shall mean the payment and performance of each and every obligation of the
Tenant to the Landlord under the Lease or relating thereto, whether now
existing or hereafter arising, and including, without limitation, the payment
of the full amount of the Rent payable under the Lease.
















3.  REPRESENTATIONS
AND COVENANTS. Each Guarantor, jointly and severally, represents, warrants,
covenants, and agrees that:


3.1  INCORPORATION
OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the
Tenant and its Affiliated Persons set forth in the Lease are true and correct
on and as of the date hereof in all material respects.


3.2  PERFORMANCE
OF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawful
action in its power to cause the Tenant duly and punctually to perform all of
the covenants and agreements set forth in the Lease.


3.3  VALIDITY
OF AGREEMENT. Each Guarantor has duly and validly executed and delivered this
Agreement; this Agreement constitutes the legal, valid and binding obligation
of such Guarantor, enforceable against such Guarantor in accordance with its
terms, except as the enforceability thereof may be subject to bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium and other laws
relating to or affecting creditors’ rights generally and subject to general
equitable principles, regardless of whether enforceability is considered in a
proceeding at law or in equity; and the execution, delivery and performance of
this Agreement have been duly authorized by all requisite action of such
Guarantor and such execution, delivery and performance by such Guarantor will
not result in any breach of the terms, conditions or provisions of, or conflict
with or constitute a default under, or result in the creation of any lien,
charge or encumbrance upon any of the property or assets of such Guarantor
pursuant to the terms of, any indenture, mortgage, deed of trust, note, other
evidence of indebtedness, agreement or other instrument to which it may be a
party or by which it or any of its property or assets may be bound, or violate
any provision of law, or any applicable order, writ, injunction, judgment or
decree of any court or any order or other public regulation of any governmental
commission, bureau or administrative agency.


3.4  PAYMENT
OF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantor
only, to pay to the Landlord forthwith, upon demand, in immediately available
federal funds, all costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred or expended by the Landlord in connection with the
enforcement of this Agreement, together with interest on amounts recoverable
under this Agreement from the time such amounts become due until payment at the
Overdue Rate. The Guarantors’ covenants and agreements set



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forth in this SECTION 3.4
shall survive the termination of this Agreement.


3.5  NOTICES.
Each Guarantor shall promptly give notice to the Landlord of any event known to
it which might reasonably result in a material adverse change in its financial
condition.


3.6  REPORTS.
Each Guarantor shall promptly provide to the Landlord each of the financial
reports, certificates and other documents required of it under the Lease.


3.7  BOOKS
AND RECORDS. Each Guarantor shall at all times keep proper books of record and
account in which full, true and correct entries shall be made of its
transactions in accordance with generally accepted accounting principles and
shall set aside on its books from its earnings for each fiscal year all such
proper reserves, including reserves for depreciation, depletion, obsolescence
and amortization of its properties during such fiscal year, as shall be
required in accordance with generally accepted accounting principles,
consistently applied, in connection with its business. Each Guarantor shall
permit access by the Landlord and its agents to the books and records
maintained by such Guarantor during normal business hours and upon reasonable
notice.


3.8  TAXES,
ETC. Each Guarantor shall pay and discharge promptly as they become due and
payable all taxes, assessments and other governmental charges or levies imposed
upon such Guarantor or the income of such Guarantor or upon any of the
property, real, personal or mixed, of such Guarantor, or upon any part thereof,
as well as all claims of any kind (including claims for labor, materials and
supplies) which, if unpaid, might by law become a lien or charge upon any
property and result in a material adverse change in the financial condition of
such Guarantor; PROVIDED, HOWEVER, that such Guarantor shall not be required to
pay any such tax, assessment, charge, levy or claim if the amount,
applicability or validity thereof shall currently be contested in good faith by
appropriate proceedings or other appropriate actions promptly initiated and diligently
conducted and if such Guarantor shall have set aside on its books such reserves
of such Guarantor, if any, with respect thereto as are required by generally
accepted accounting principles.


3.9  LEGAL
EXISTENCE OF GUARANTORS. Each Guarantor shall do or cause to be done all things
necessary to preserve and keep in full force and effect its legal existence.



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3.10  COMPLIANCE.
Each Guarantor shall use reasonable business efforts to comply in all material
respects with all applicable statutes, rules, regulations and orders of, and
all applicable restrictions imposed by, all governmental authorities in respect
of the conduct of its business and the ownership of its property (including,
without limitation, applicable statutes, rules, regulations, orders and
restrictions relating to environmental, safety and other similar standards or
controls).


3.11  INSURANCE.
Each Guarantor shall maintain, with financially sound and reputable insurers,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by owners of established reputation
engaged in the same or similar businesses and similarly situated, in such
amounts and by such methods as shall be customary for such owners and deemed
adequate by such Guarantor.


3.12  FINANCIAL
STATEMENTS, ETC. The financial statements previously delivered to the Landlord
by each Guarantor, if any, fairly present the financial condition of such
Guarantor in accordance with generally accepted accounting principles consistently
applied and there has been no material adverse change from the date thereof
through the date hereof.


3.13  NO
CHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct or
indirect Change in Control of the Tenant or of such Guarantor.


4.  GUARANTEE.
Each Guarantor jointly and severally hereby unconditionally guarantees that the
Guaranteed Obligations which are monetary obligations shall be paid in full
when due and payable, whether upon demand, at the stated or accelerated
maturity thereof pursuant to the Lease, or otherwise, and that the Guaranteed
Obligations which are performance obligations shall be fully performed at the
times and in the manner such performance is required by the Lease. With respect
to the Guaranteed Obligations which are monetary obligations, this guarantee is
a guarantee of payment and not of collectability and is absolute and in no way
conditional or contingent. In case any part of the Guaranteed Obligations shall
not have been paid when due and payable or performed at the time performance is
required, the Guarantors shall, within five (5) Business Days after receipt of
notice from the Landlord, pay or cause to be paid to the Landlord the amount
thereof as is then due and payable and unpaid (including interest and other
charges, if any, due thereon through the date



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of payment in accordance
with the applicable provisions of the Lease) or perform or cause to be
performed such obligations in accordance with the Lease.


5.  UNENFORCEABILITY
OF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legal
obligation to discharge any of the Guaranteed Obligations (other than because
the same have been previously discharged in accordance with the terms of the
Lease), or if any other moneys included in the Guaranteed Obligations have
become unrecoverable from the Tenant by operation of law or for any other
reason, including, without limitation, the invalidity or irregularity in whole
or in part of any Guaranteed Obligation or of the Lease or any limitation on the
liability of the Tenant thereunder not contemplated by the Lease or any
limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever, the guarantees
contained in this Agreement shall nevertheless remain in full force and effect
and shall be binding upon each Guarantor to the same extent as if each such
Guarantor at all times had been the principal debtor on all such Guaranteed
Obligations.


6.  ADDITIONAL
GUARANTEES. This Agreement shall be in addition to any other guarantee or other
security for the Guaranteed Obligations and it shall not be prejudiced or
rendered unenforceable by the invalidity of any such other guarantee or
security or by any waiver, amendment, release or modification thereof.


7.  CONSENTS
AND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of correct and
complete copies of the Lease, and consents to all of the terms and provisions
thereof, as the same may be from time to time hereafter amended or changed in
accordance with the terms and conditions thereof, and, except as otherwise
provided herein, to the maximum extent permitted by applicable law, waives (a)
presentment, demand for payment, and protest of nonpayment, of any of the
Guaranteed Obligations, (b) notice of acceptance of this Agreement and of
diligence, presentment, demand and protest, (c) notice of any default hereunder
and any default, breach or nonperformance or



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Event of Default under
any of the Guaranteed Obligations or the Lease, (d) notice of the terms, time
and place of any private or public sale of collateral (if any) held as security
for the Guaranteed Obligations, (e) demand for performance or observance of,
and any enforcement of any provision of, or any pursuit or exhaustion of rights
or remedies against the Tenant or any other guarantor of the Guaranteed
Obligations, under or pursuant to the Lease, or any agreement directly or
indirectly relating thereto and any requirements of diligence or promptness on
the part of the holders of the Guaranteed Obligations in connection therewith,
and (f) any and all demands and notices of every kind and description with
respect to the foregoing or which may be required to be given by any statute or
rule of law and any defense of any kind which it may now or hereafter have with
respect to this Agreement, or the Lease or the Guaranteed Obligations (other
than that the same have been discharged in accordance with the Lease).


8.  NO
IMPAIRMENT, ETC. The obligations, covenants, agreements and duties of each
Guarantor under this Agreement shall not be affected or impaired by any
assignment or transfer in whole or in part of any of the Guaranteed Obligations
without notice to such Guarantor, or any waiver by the Landlord or any holder
of any of the Guaranteed Obligations or by the holders of all of the Guaranteed
Obligations of the performance or observance by the Tenant or any other
guarantor of any of the agreements, covenants, terms or conditions contained in
the Guaranteed Obligations or the Lease or any indulgence in or the extension
of the time for payment by the Tenant or any other guarantor of any amounts
payable under or in connection with the Guaranteed Obligations or the Lease or
any other instrument or agreement relating to the Guaranteed Obligations or of
the time for performance by the Tenant or any other guarantor of any other
obligations under or arising out of any of the foregoing or the extension or
renewal thereof (except that with respect to any extension of time for payment
or performance of any of the Guaranteed Obligations granted by the Landlord or
any other holder of such Guaranteed Obligations to the Tenant, such Guarantor’s
obligations to pay or perform such Guaranteed Obligation shall be subject to
the same extension of time for performance), or the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Tenant or any other guarantor set forth in any of the foregoing, or the
voluntary or involuntary sale or other disposition of all or substantially all
the assets of the Tenant or any other guarantor or insolvency, bankruptcy, or
other similar proceedings affecting the Tenant or any other guarantor or any



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assets of the Tenant or
any such other guarantor, or the release or discharge of the Tenant or any such
other guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of the foregoing without the consent of the holders
of the Guaranteed Obligations by operation of law, or any other cause, whether
similar or dissimilar to the foregoing.


9.  REIMBURSEMENT,
SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will not
enforce or otherwise exercise any rights of reimbursement, subrogation,
contribution or other similar rights against the Tenant (or any other person
against whom the Landlord may proceed) with respect to the Guaranteed
Obligations prior to the payment in full of all amounts owing with respect to
the Lease, and until all indebtedness of the Tenant to the Landlord shall have
been paid in full, no Guarantor shall have any right of subrogation, and each
Guarantor waives any defense it may have based upon any election of remedies by
the Landlord which destroys its subrogation rights or its rights to proceed
against the Tenant for reimbursement, including, without limitation, any loss
of rights such Guarantor may suffer by reason of any rights, powers or remedies
of the Tenant in connection with any anti-deficiency laws or any other laws
limiting, qualifying or discharging the indebtedness to the Landlord. Until all
obligations of the Tenant pursuant to the Lease shall have been paid and
satisfied in full, each Guarantor further waives any right to enforce any
remedy which the Landlord now has or may in the future have against the Tenant,
any other guarantor or any other person and any benefit of, or any right to
participate in, any security whatsoever now or in the future held by the
Landlord.


10.  DEFEASANCE.
This Agreement shall terminate at such time as the Guaranteed Obligations have
been paid and performed in full and all other obligations of the Guarantors to
the Landlord under this Agreement have been satisfied in full; PROVIDED,
HOWEVER, if at any time, all or any part of any payment applied on account of
the Guaranteed Obligations is or must be rescinded or returned for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Tenant), this Agreement, to the extent such payment is or
must be rescinded or returned, shall be deemed to have continued in existence
notwithstanding any such termination.


11.  NOTICES.
(a) Any and all notices, demands, consents, approvals, offers, elections and
other communications required or permitted under this Agreement shall be deemed
adequately



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given if in writing and
the same shall be delivered either in hand, by telecopier with written
acknowledgment of receipt, or by mail or Federal Express or similar expedited
commercial carrier, addressed to the recipient of the notice, postpaid and
registered or certified with return receipt requested (if by mail), or 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 acknowledged receipt,
in the case of a notice by telecopier, and, in all other cases, 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 Landlord
to the Landlord:


c/o Hospitality
Properties Trust


400 Centre Street


Newton, Massachusetts
02458


Attn:  Mr. John G. Murray


[Telecopier No.
(617) 969-5730]


if to any
Guarantor to such Guarantor:


c/o TravelCenters of
America LLC


24601 Center Ridge Road 


Westlake, Ohio 44145


Attn:  Mr. John R. Hoadley


[Telecopier No.
(617) 796-8349]


(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 any other address within the United States
of America.


12.  SUCCESSORS
AND ASSIGNS. Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the successors and assigns of
such party, including, without limitation, the holders, from time to time,



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of the Guaranteed
Obligations; and all representations, warranties, covenants and agreements by
or on behalf of the Guarantors which are contained in this Agreement shall
inure to the benefit of the Landlord’s successors and assigns, including,
without limitation, said holders, whether so expressed or not.


13.  APPLICABLE
LAW. Except as to matters regarding the internal affairs of the Landlord and
issues of or limitations on any personal liability of the shareholders and
trustees or directors of the Landlord for obligations of the Landlord, as to
which the laws of the State of Maryland shall govern, this Agreement, the Lease
and any other instruments executed and delivered to evidence, complete or
perfect the transactions contemplated hereby and thereby 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, regardless of (i)
where any such instrument is executed or delivered; or (ii) where any payment
or other performance required by any such instrument is made or required to be
made; or (iii) where any breach of any provision of any such instrument occurs,
or any cause of action otherwise accrues; or (iv) where any action or other
proceeding is instituted or pending; or (v) the nationality, citizenship,
domicile, principal place of business, or jurisdiction of organization or
domestication of any party; or (vi) whether the laws of the forum jurisdiction
otherwise would apply the laws of a jurisdiction other than The Commonwealth of
Massachusetts; or (vii) any combination of the foregoing. Notwithstanding the
foregoing, the laws of the State shall apply to the perfection and priority of
liens upon and the disposition of any Property.


14.  ARBITRATION.
The Landlord, on the one hand, or the Guarantors, on the other hand, may elect
to submit to arbitration any dispute hereunder that has an amount in
controversy in excess of $250,000. Any such dispute shall be conducted in
Boston, Massachusetts and be resolved in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then pertaining and
the decision of the arbitrators with respect to such dispute shall be binding,
final and conclusive on all of the parties.


In the event that
any such dispute is submitted to arbitration hereunder, the Landlord, on the
one hand, and the Guarantors, on the other hand, shall each appoint and pay all
fees of a fit and impartial person as arbitrator with at least ten (10) years’
recent professional experience in the general subject matter of the dispute.
Notice of such appointment shall



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be sent in writing by
each party to the other, and the arbitrators so appointed, in the event of
their failure to agree within thirty (30) days after the appointment of the
second arbitrator upon the matter so submitted, shall appoint a third
arbitrator. If either the Landlord or the Guarantors shall fail to appoint an
arbitrator as aforesaid for a period of twenty (20) days after written notice
from the other party to make such appointment, then the arbitrator appointed by
the party having made such appointment shall appoint a second arbitrator and
the two (2) so appointed shall, in the event of their failure to agree upon any
decision within thirty (30) days thereafter, appoint a third arbitrator. If
such arbitrators fail to agree upon a third arbitrator within forty five (45)
days after the appointment of the second arbitrator, then such third arbitrator
shall be appointed by the American Arbitration Association from its qualified
panel of arbitrators, and shall be a person having at least ten (10) years’
recent professional experience as to the subject matter in question. The fees
of the third arbitrator and the expenses incident to the proceedings shall be
borne equally between the Landlord and the Guarantors, unless the arbitrators
decide otherwise. The fees of respective counsel engaged by the parties, and
the fees of expert witnesses and other witnesses called for the parties, shall
be paid by the respective party engaging such counsel or calling or engaging
such witnesses.


The decision of
the arbitrators shall be rendered within thirty (30) days after appointment of
the third arbitrator. Such decision shall be in writing and in duplicate, one
counterpart thereof to be delivered to Landlord and one to the Guarantors. A
judgment of a court of competent jurisdiction may be entered upon the award of
the arbitrators in accordance with the rules and statutes applicable thereto
then obtaining.


The Landlord and
the Tenant acknowledge and agree that, to the extent any such dispute shall
involve any Manager and be subject to arbitration pursuant to such Manager’s
Management Agreement, Landlord and Tenant shall cooperate to consolidate any
such arbitration hereunder and under such Management Agreement into a single
proceeding.


15.  MODIFICATION
OF AGREEMENT. No modification or waiver of any provision of this Agreement, nor
any consent to any departure by any of the Guarantors therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Landlord, and such modification, waiver or consent shall be effective only in
the specific instances and for the purpose for which given. No notice to or
demand on any Guarantor in any



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case shall entitle such
Guarantor to any other or further notice or demand in the same, similar or
other circumstances. This Agreement may not be amended except by an instrument
in writing executed by or on behalf of the party against whom enforcement of
such amendment is sought.


16.  WAIVER
OF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlord’s
part in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise or the exercise of any other right, power or
privilege.


17.  SEVERABILITY.
In case any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby, but this Agreement shall be reformed and
construed and enforced to the maximum extent permitted by applicable law.


18.  ENTIRE
CONTRACT. This Agreement constitutes the entire agreement between 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.


19.  HEADINGS;
COUNTERPARTS. Headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.


20.  REMEDIES
CUMULATIVE. No remedy herein conferred upon the Landlord is intended to be
exclusive of any other remedy, and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.


21.  NON-LIABILITY
OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, A
COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS
DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF
MARYLAND, PROVIDES THAT, AND EACH GUARANTOR AGREES THAT, THE NAME “HPT TA
PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY
PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF



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OR CLAIM AGAINST, HPT TA
PROPERTIES TRUST. ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST, IN ANY WAY,
SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY
SUM OR THE PERFORMANCE OF ANY OBLIGATION.


[Remainder of page
intentionally left blank.]



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WITNESS the
execution hereof under seal as of the date above first written.


	
  

  	
  TRAVELCENTERS OF AMERICA LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark L. Kleifges

  	
   

  
	
   

  	
  Name:

  	
  Mark L. Kleifges

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRAVELCENTERS OF AMERICA HOLDING

  COMPANY LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
  Name:

  	
  John R. Hoadley

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TA OPERATING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
  Name:

  	
  John R. Hoadley

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President and Treasurer