**EXHIBIT10.1**

TRANSACTIONAGREEMENT

by and among

HOSPITALITYPROPERTIES TRUST,

HPT TA PROPERTIESTRUST,

HPT TA PROPERTIESLLC,

TRAVELCENTERS OFAMERICA LLC

and

REIT MANAGEMENT& RESEARCH LLC

January 29, 2007

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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 |

 

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TRANSACTIONAGREEMENT

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

PRELIMINARYSTATEMENTS

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

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

C.   The Board of Trustees of HPThas 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 LandlordProperties (defined below) with respect to the 146 Travel Center Facilities tobe 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 theholders of HPT Common Shares (defined below) as a special distribution.

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

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

NOW, THEREFORE, itis agreed:

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SECTION 1DEFINITIONS

1.1 DEFINITIONS.

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

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

(2)      “AFFILIATED PERSON”: withrespect to any Person, (a) in the case of any such Person which is apartnership, any partner in such partnership, (b) in the case of any suchPerson 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 Parentwith respect to such Person or to one or more of the Persons referred to in thepreceding 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 orany Person referred to in the preceding clauses (a), (b) and (c), and (e) anyother Person who is a member of the Immediate Family of such Person or of any Personreferred 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 Sharesto holders of HPT Common Shares pursuant to the Distribution.

(4)      “AGREEMENT”: this TransactionAgreement, together with the Schedules and Exhibits hereto, as amended inaccordance with the terms hereof.

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

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

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

(8)      “CHANGE IN CONTROL”: (a) theacquisition by any Person, or two or more Persons acting in concert, ofbeneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% ormore, or rights, options or warrants to acquire 9.8% or more, of theoutstanding shares of voting stock or other voting interests of TCA Tenant orany TCA Guarantor, as the case may be, or the power to direct the managementand policies of TCA Tenant or any Guarantor, directly or indirectly, (b) themerger or consolidation of TCA Tenant or any TCA Guarantor with or into anyother Person (other than the merger or consolidation of any Person into TCATenant or any TCA Guarantor that does not result in a Change in Control of TCATenant or such TCA Guarantor under clauses (a),

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(c) or (d) of thisdefinition), (c) any one or more sales or conveyances to any Person of all orany material portion of its assets (including capital stock or other equityinterests) 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 beginningof any twenty-four (24) consecutive month period (commencing on theCommencement Date) constituted the board of directors of TCA Tenant or any TCAGuarantor (together with any new directors whose election by such board orwhose nomination for election by the shareholders of TCA Tenant or such TCAGuarantor, as the case may be, was approved by a vote of a majority of thedirectors then still in office who were either directors at the beginning ofany such period or whose election or nomination for election was previously soapproved) to constitute a majority of the board of directors of TCA Tenant orany TCA Guarantor then in office.

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

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

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

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

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

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

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

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

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

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

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common law rulings anddeterminations, relating to the Environment, including, without limitation, allvalid and lawful requirements of courts and other Governmental Authoritiespertaining to reporting, licensing, permitting, investigation, remediation andremoval of underground improvements (including, without limitation, treatmentor storage tanks, or water, natural gas or oil wells), or emissions,discharges, releases or threatened releases of Hazardous Substances, chemicalsubstances, pesticides, petroleum or petroleum products, pollutants,contaminants or hazardous or toxic substances, materials or wastes whethersolid, liquid or gaseous in nature, into the Environment, or relating to themanufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of Hazardous Substances, underground improvements(including, without limitation, treatment or storage tanks, or water, gas oroil 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 subsurfacestrata and ambient air.

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

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

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

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

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

(25)    “GOVERNMENTAL AUTHORITY”: anycourt, agency, authority, board (including, without limitation, environmentalprotection, planning and zoning), bureau, commission, department, office orinstrumentality of any nature whatsoever of any governmental orquasi-governmental unit of the United States or any State or any county or anypolitical subdivision of any of the foregoing, whether now or hereafter inexistence, having jurisdiction over TCA Tenant or any Landlord Property, or anyportion thereof, or any Travel Center operated thereon.

(26)    “HAZARDOUS SUBSTANCES”: meansany substance:

(A)     thepresence of which requires or may hereafter require notification, investigationor remediation under any Environmental Law; or

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

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

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

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

(E)      whichcontains gasoline, diesel fuel or other petroleum hydrocarbons or volatileorganic compounds; or

(F)      whichcontains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foaminsulation; or

(G)     whichcontains or emits radioactive particles, waves or material.

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

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

(29)    “HPT GROUP”: HPT and eachEntity (i) whose income is included in the federal income Tax Return Form1120-REIT with HPT as the parent or in the consolidated federal income TaxReturn Form 1120 of HPT TRS, Inc. (employer identification number 04-3548096),a Delaware corporation, as the common parent or (ii) that is a Subsidiary ofHPT; provided, in each case, that no member of the TCA LLC Group shall beincluded therein for any period, except that TA Licensing shall be a member ofthe TCA LLC Group only in respect of activities and events up until andincluding the consummation of the TCA Merger, and TA Licensing shall be amember of the HPT Group in respect of all activities and events thereafter.

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

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

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

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

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

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

(36)    “IMMEDIATE FAMILY”: withrespect 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 andnieces.

(37)    “INCOME TAXES”: any and allTaxes to the extent based upon or measured by net income (regardless of whetherdenominated as an “income tax,” a “franchise tax” or otherwise), imposed by anyTaxing Authority, together with any related interest, penalties or otheradditions thereto.

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

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

(40)    “LANDLORD INTANGIBLEPROPERTY”: 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 LandlordProperties, or any portion thereof; all books, records and files relating tothe leasing, maintenance, management or operation of the Landlord Properties,or any portion thereof; all transferable or assignable permits, certificates ofoccupancy, operating permits, sign permits, development rights and approvals,certificates, licenses, warranties and guarantees, rights to deposits andtelephone exchange numbers identified with the Landlord Properties; and allother transferable intangible property, miscellaneous rights, benefits andprivileges 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)     thosecertain tracts, pieces and parcels of land, as more particularly described inSCHEDULE 1.1(41)(A) attached hereto and made a part hereof (the “LAND”);

(B)     allbuildings, structures and other improvements of every kind including, but notlimited to, underground storage tanks, alleyways and connecting tunnels,sidewalks, utility pipes, conduits and lines (on-site and off-site), parkingareas and roadways appurtenant to such buildings and structures presentlysituated upon the Land, but excluding in any event any Retained Buildings(collectively, the “LANDLORD IMPROVEMENTS”);

(C)     alleasements, rights and appurtenances relating to the Land and the LandlordImprovements;

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

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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 andfire and theft protection equipment, all of which, to the maximum extentpermitted by law, are hereby deemed by the parties hereto to constitute realestate, together with all replacements, modifications, alterations andadditions thereto, but specifically excluding all items included within thecategory of TCA Personal Property (collectively, the “FIXTURES”);

(E)      allof the Landlord Intangible Property;

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

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

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

(42)    “LANDLORD PROPERTY”: thoseportions of the Landlord Properties described in items 1.1(41)(A) through1.1(41)(F) above that, as of the TCA Closing Date, relate to any single TravelCenter.

(43)    “LANDLORD REAL PROPERTIES”:those portions of the Landlord Properties described in items 1.1(41)(A) through1.1(41)(D) above.

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

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

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

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

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

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

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

(51)    “PRE-EXISTING ENVIRONMENTALCONDITION”: with respect to any Landlord Property, any condition, known orunknown, that existed on the TCA Closing Date in violation of EnvironmentalLaws.

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

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

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

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

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

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

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

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

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

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

(62)    “TA FRANCHISE”: TA FranchiseSystems Inc., a Delaware corporation (and its successor upon conversion to alimited liability company as contemplated by Section 2.3(a)), and a whollyowned subsidiary of TCA.

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

(64)    “TA OPERATING”: TA OperatingCorporation, a Delaware corporation (and its successor upon conversion to alimited liability company as contemplated by Section 2.3(a)), and a whollyowned subsidiary of TCA.

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

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

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

(68)    “TAXING AUTHORITIES”: theUnited States Internal Revenue Service (or any successor authority) and anyother domestic or foreign Governmental Authority responsible for theadministration of any Tax.

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

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

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

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

(73)    “TCA CLOSING DATE”: theClosing 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’sobligations under the TCA Properties Lease, and each such guarantor’ssuccessors and assigns, jointly and severally.

(75)    “TCA LIABILITIES”: all Liabilities(i) arising out of or in connection with any of the TCA Assets (including inany 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 TCAProperties Lease, including all Liabilities that TCA Tenant has assumed oragreed to pay or perform under the TCA Properties Lease.

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

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

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liability companiespursuant to SECTION 2.3(A)); provided that TA Licensing shall be a member ofthe TCA LLC Group in respect of activities and events up until and includingthe consummation of the TCA Merger, and TA Licensing shall be a member of theHPT 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 REGISTRATIONSTATEMENT “: the registration statement on Form S-1 filed by TCA LLC under theSecurities Act in connection with the Distribution.

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

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

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

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

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

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

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

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

(88)    “THIRD-PARTY CLAIM”: anyAction asserted by a Person, other than any party hereto or their respectiveAffiliated 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 TravelCenter or any other hospitality, fuel and service facility including withoutlimitation trade names, trademarks, service marks, domain names, logos and otherbrand-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 LandlordReal Property;

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and all other licensableintellectual property of any kind or character with respect to the LandlordProperties. Immediately prior to the TCA Closing, TA Licensing will be theowner of all Trademarks of TCA and its Subsidiaries.

(90)    “TRAVEL CENTER”: with respectto any Landlord Property, collectively, the hospitality, fuel and servicefacilities located at such Landlord Property, including, hotel, food andbeverage services facilities, fuel pumps, facilities for the storage anddistribution of petroleum products, retail shops and other facilities andservices 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 dateof this Agreement, the following occurred:

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

(b)   HPT caused:

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

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

(3)   TCALLC to be formed as a Delaware limited liability company and a wholly owneddirect subsidiary of HPT;

(4)   TCATenant to be formed as a Delaware limited liability company and a wholly owneddirect subsidiary of TCA LLC; and

(5)   HPTMerger Sub to be formed as a Delaware corporation and a wholly owned directsubsidiary of HPT;

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

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

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(e)   The HPT Board of Trustees (oran authorized committee thereof) approved the execution and delivery of thisAgreement and the transactions contemplated herein; and

(f)    TCA LLC’s Board of Directorsapproved the execution and delivery of this Agreement and the transactionscontemplated hereby.

2.2      ACTIONS PRIOR TO TCA CLOSINGDATE.

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

(a)   TCA LLC will take all actionsnecessary to cause the TCA LLC Registration Statement to become effective assoon as practicable. As soon as practicable after the TCA LLC RegistrationStatement becomes effective, HPT will furnish a copy of the prospectus containedin the TCA LLC Registration Statement to shareholders of HPT;

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

(c)   The parties will usecommercially reasonable efforts to take all actions as may be necessary orappropriate under state and foreign securities and “blue sky” laws inconnection with the Distribution;

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

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

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

2.3      ACTIONS OCCURRING ON THE TCACLOSING DATE.

Each of thefollowing actions will take place on the TCA Closing Date immediately followingthe TCA Merger and the TCA Closing (and subject to (i) the compliance by theparties with the provisions of SECTION 2.2 above, and (ii) the TCA LLCRegistration Statement having been declared effective by the SEC under theSecurities Act, and there being no pending or threatened stop order proceedingsunder 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 Operatingand (unless otherwise determined by HPT) TA Franchise to convert fromcorporations to Delaware limited liability companies; and

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

(b)   SECOND,

(1)     TCA LLC will cause (i) TAOperating 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 toTCA LLC;

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

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

(c)   THIRD,

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

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

(3)     TCA LLC will, and will causeeach of TCA and TA Operating to, execute and deliver, and to effect therecordation of, all confirmatory deeds, assignments, instruments and otherdocuments of conveyance or assignment that are necessary or desirable, in theopinion of HPT, in order to evidence the foregoing distributions andcontributions and vest record fee or leasehold title or other rights to theLandlord Properties in the appropriate HPT Landlord;

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

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

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

(7)     TCA LLC will cause TCA, TAFranchise and TA Operating to terminate any trademark license agreement enteredinto by such parties prior to the TCA Closing Date with TA Licensing aslicensor, and HPT Trust Landlord (as successor by merger to TA Licensing) willagree to such termination; and

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

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

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

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

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

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

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

2.4      CAPITALIZATION OF TCA LLC.

HPT and TCA LLCintend that on the TCA Closing Date (after giving effect to the TCA Closing andall transfers and other actions that this Agreement contemplates occurringprior 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 causethe Cash Contribution Amount to be contributed to TCA LLC. HPT will estimateNet Working Capital as of the close of business on the day immediately precedingthe TCA Closing Date. As soon as practicable, but in any event within 60 daysafter the TCA Closing Date, TCA LLC will furnish HPT with TCA LLC’s consolidatedbalance sheet and its calculation of Net Working Capital in each case as of TCAClosing Date (after giving effect to the TCA Closing and all transfers andother actions that this Agreement contemplates occurring prior to theDistribution) (“CLOSING BALANCE SHEET” and “CLOSING NET WORKING CAPITAL,” respectively).If within 30 days following delivery of the Closing Balance Sheet and theClosing Net Working Capital calculation HPT has not given TCA LLC writtennotice of its objection as to the Closing Net Working Capital calculation(which notice shall state

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the basis of HPT’sobjection), then the Closing Net Working Capital calculated by TCA LLC shall bebinding and conclusive on the parties and be used in computing the paymentsdescribed below. If HPT duly gives TCA LLC such notice of objection, and if HPTand TCA LLC fail to resolve the issues outstanding with respect to the ClosingBalance Sheet and the calculation of the Closing Net Working Capital within 30days of TCA LLC’s receipt of HPT’s objection notice, HPT and TCA LLC willsubmit the issues remaining in dispute to binding arbitration in accordancewith 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 paidby wire transfer by TCA LLC to an account specified by HPT. If Closing NetWorking Capital is less than $200,000,000, an amount equal to $200,000,000 lessClosing Net Working Capital will be paid by wire transfer by HPT to an accountspecified by TCA LLC. Such payment will be made within 3 Business Days afterthe calculation of the Closing Net Working Capital becomes binding andconclusive on the parties.

SECTION 3POST-DISTRIBUTION RIGHTS, OPTIONS AND COVENANTS

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

(a)   Except as otherwisecontemplated herein, at no time during the term of any lease by HPT or any HPTSubsidiary, as landlord, to TCA LLC or any TCA LLC Subsidiary, as tenant, mayTCA LLC, any TCA LLC Subsidiary or any affiliate controlled by any of them,directly or indirectly, acquire or finance (including through a sale andleaseback transaction), or participate in the acquisition or financing of, anyreal estate property anywhere in the world (collectively, the “RELEVANTPROPERTIES”) of a type then owned or financed by HPT, HRPT Properties Trust, aMaryland real estate investment trust (“HRPT”), Senior Housing PropertiesTrust, a Maryland real estate investment trust (“SNH”), Five Star Quality Care,Inc., a Maryland corporation (“FVE”), or any other publicly-traded Entity thatis managed or advised by RMR or to which RMR provides services (a “BENEFITEDPARTY”), without first having (i) provided written notice of such proposedtransaction to the relevant Benefited Party, describing the ProposedTransaction in sufficient detail (including pricing and all other materialterms) and offering the relevant Benefited Party the right to acquire orfinance the acquisition of the Relevant Property and (ii) negotiated in goodfaith with the relevant Benefited Party. If, after ten Business Days, TCA LLCand the relevant Benefited Party have not reached agreement on the terms ofsuch acquisition or financing, TCA LLC (or such TCA LLC Subsidiary) will befree to acquire or finance such Relevant Property itself or with others, freeof the restrictions of this SECTION 3.1.

(b)   TCA LLC agrees that irreparabledamage would occur if its obligations under this SECTION 3.1 were not performedin accordance with their terms and that the Benefited Parties’ remedy at lawfor TCA LLC’s breach of its obligations under this SECTION 3.1 would beinadequate. Upon any such breach, the relevant Benefited Party shall beentitled (in addition to any other rights or remedies it may have at law) toseek an injunction enjoining and restraining TCA LLC and/or such TCA LLCSubsidiary from continuing such breach. TCA LLC agrees that the period ofrestriction and the geographical area of restriction imposed upon TCA LLC arefair and reasonable. If the provisions of this SECTION 3.1 relating to theperiod or the area of restriction are determined to exceed the maximum periodor areas which a court having

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

(c)   In the event RMR enters into anadvisory arrangement or agreement with any publicly traded Entity other thanHPT, HRPT, SNH and FVE, RMR will provide TCA LLC with notice thereof. Thenotice will specify in reasonable detail the identity of the Entity, the typesof properties owned or financed by such additional Entity, and such Entityshall be deemed and become a “Benefited Party” for all purposes of thisAgreement.

3.2      RIGHT OF FIRST REFUSAL RE:TRAVEL CENTER FACILITIES.

(a)      At no time during the termof any lease by HPT or any HPT Subsidiary, as landlord, to TCA LLC or any TCALLC Subsidiary, as tenant, may TCA LLC or any TCA LLC Subsidiary, directly orindirectly, purchase, lease, mortgage or otherwise finance (including through asale and leaseback transaction), or participate in the purchase, lease,mortgage or financing of, any Travel Center Facility, or any property intendedto be used as a Travel Center Facility, in the United States or Canada, withoutfirst having (i) provided written notice of such proposed transaction to HPT,describing such proposed transaction in sufficient detail (including pricingand all other material terms) and offering HPT the right to purchase, lease,mortgage or finance such Travel Center Facility or property and (ii) negotiatedin good faith with HPT. If, after ten Business Days, TCA LLC and HPT have notreached agreement on the terms of such purchase, lease, mortgage or financing,TCA LLC (or such TCA LLC Subsidiary) will be free to purchase, lease, mortgageor finance such Travel Center Facility or property itself or with others, freeof the restrictions of this SECTION 3.2.

(b)      TCA LLC agrees thatirreparable damage would occur if its obligations under this SECTION 3.2 were notperformed in accordance with their terms and that HPT’s remedy at law for TCALLC’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 orremedies it may have at law) to seek an injunction enjoining and restrainingTCA LLC and/or such TCA LLC Subsidiary from continuing such breach. TCA LLCagrees that the period of restriction and the geographical area of restrictionimposed upon TCA LLC are fair and reasonable. If the provisions of this SECTION3.2 relating to the period or the area of restriction are determined to exceedthe maximum period or areas which a court having jurisdiction over the matterwould deem enforceable, such period or area shall, for purposes of thisAgreement, be deemed to be the maximum period or area which such courtdetermines valid and enforceable.

3.3      OPTIONSRE: TRAVEL CENTER BUSINESS ASSETS.

HPT or itsdesignee will have the right by written notice to TCA LLC, effective upon theexpiration or sooner termination of the TCA Properties Lease (the “LEASETERMINATION DATE”), to require TCA LLC and each TCA LLC Subsidiary to grant aperpetual license to HPT or such designee of all software used in the operationof the Landlord Properties by TCA LLC or any TCA LLC Subsidiary on the LeaseTermination 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

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the absence of suchagreement, appraisal). TCA LLC will cause each TCA LLC Subsidiary to enter intoany license and sublicenses necessary to effectuate the foregoing.

3.4      ASSEMBLEDWORKFORCE.

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

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

(a)      Upon reasonable requestprior to and after the TCA Closing Date, HPT (on behalf of the HPT Group) andTCA LLC (on behalf of the TCA LLC Group) will promptly provide, and will causetheir respective Affiliated Persons to provide, the requesting party with suchcooperation and assistance, documents and other information, without charge, asmay be necessary or reasonably helpful in connection with (i) the consummationof the transactions contemplated by this Agreement and the preservation foreach such party and for the TCA LLC Subsidiaries, to the extent reasonablyfeasible, of the benefits of this Agreement (including, in the case of TCA LLCand the TCA LLC Subsidiaries, the economic and operational benefits of the TCAAssets), (ii) each such party’s preparation and filing of any original oramended Tax Return or of any financial or other report required to be filedunder the Exchange Act or other applicable law, (iii) the conduct of any audit,appeal, protest or other examination or any judicial or administrativeproceeding involving to any extent Taxes or Tax Returns within the scope ofthis Agreement, and (iv) the verification of an amount payable hereunder to, orreceivable hereunder from, any other party. Each such party will make itsofficers and facilities available on a mutually convenient basis to facilitatesuch cooperation.

(b)      HPT and TCA LLC will retainor cause to be retained all books, records and other documents within itspossession or control relating to any Contracts or otherwise to the TCA LLCSubsidiaries or their properties, assets or liabilities, and all Tax Returns,and all books, records, schedules, workpapers, and other documents relatingthereto, which Tax Returns and other materials are within the scope of thisAgreement, until the expiration of the later of (i) all applicable statutes oflimitations (including any waivers or extensions thereof), and (ii) anyretention period required by applicable law or pursuant to any record retentionagreement.

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

3.6      RESTRICTIONS ON OWNERSHIP.

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

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reasonable judgment ofHPT, might reasonably be expected to have an adverse impact on the ability ofHPT to qualify as a “real estate investment trust” under Sections 856 through860 of the Code.

3.7      TERMINATION OF EXCHANGEFUND; 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 thatportion of the Exchange Fund (as defined in the TCA Merger Agreement) thatremains undistributed to the holders of stock certificates of TCA upon theexpiration of two years following the TCA Closing, and (ii) thereafter, TCAwill be solely responsible for the payment of any claim for mergerconsideration and compliance with any applicable “escheat” or similar lawsapplicable to such undistributed merger consideration in connection with theTCA Merger; and

(b)      TCA will remain solelyobligated under the indemnities provided by it under Section 6.07 of the TCAMerger Agreement.

3.8      COST TO REMEDIATEPRE-EXISTING ENVIRONMENTAL CONDITION.

HPT agrees to pay all costs necessary to effect the remediation(to the extent required by Environmental Laws) of any Pre-ExistingEnvironmental Condition (or reimburse TCA LLC and its Subsidiaries for anycosts incurred by them to so remediate any Pre-Existing EnvironmentalCondition) in excess of $12,000,000, net of reimbursement available to TCA LLCfrom 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 orinsurers prior to requiring payment by HPT.

SECTION 4INDEMNIFICATION

4.1      INDEMNIFICATION BY HPT.

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

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

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

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4.2      INDEMNIFICATION BY TCA LLC.

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

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

(2)   any TCA Liability.

4.3      INDEMNIFICATIONPROCEDURES.

(a)      If any indemnified partyreceives notice of the assertion of any Third-Party Claim with respect to whichan indemnifying party is obligated under this Agreement to provideindemnification, such indemnified party shall give such indemnifying partywritten notice thereof (together with a copy of such Third-Party Claim, processor other legal pleading) promptly after becoming aware of such Third-PartyClaim; PROVIDED, HOWEVER, that the failure of any indemnified party to givenotice as provided in this SECTION 4.3 shall not relieve any indemnifying partyof its obligations under this SECTION 4, except to the extent that suchindemnifying party is actually prejudiced by such failure to give notice. Suchnotice shall describe such Third-Party Claim in reasonable detail.

(b)      An indemnifying party, atsuch indemnifying party’s own expense and through counsel chosen by suchindemnifying party (which counsel shall be reasonably acceptable to theindemnified party), may elect to defend any Third-Party Claim. If anindemnifying party elects to defend a Third-Party Claim, then, within ten (10)Business Days after receiving notice of such Third-Party Claim (or sooner, ifthe nature of such Third-Party claim so requires), such indemnifying partyshall notify the indemnified party of its intent to do so, and such indemnifiedparty shall cooperate in the defense of such Third-Party Claim (and pendingsuch notice and assumption of defense, an indemnified party may take such stepsto defend against such Third-Party Claim as, in such indemnified party’sgood-faith judgment, are appropriate to protect its interests). Theindemnifying party shall pay such indemnified party’s reasonable out-of-pocketexpenses incurred in connection with such cooperation. After notice from anindemnifying party to an indemnified party of its election to assume thedefense of a Third-Party Claim, such indemnifying party (i) shall not be liableto such indemnified party under this SECTION 4 for any legal or other expensessubsequently incurred by such indemnified party in connection with the defensethereof other than those expenses referred to in the preceding sentence, and(ii) shall keep the indemnified party reasonably informed of the status of thedefense of such Third-Party Claim; PROVIDED, HOWEVER, that such indemnifiedparty shall have the right to employ one law firm as counsel, together with aseparate 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 aconflict of

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interest between suchindemnified party and such indemnifying party exists in respect of such claim,or there may be defenses available to such indemnified party which aredifferent from or in addition to those available to such indemnifying party andthe representation of both parties by the same counsel would be inappropriate,and in that event (i) the reasonable fees and expenses of such Separate Counselshall be paid by such indemnifying party (it being understood, however, thatthe indemnifying party shall not be liable for the expenses of more than oneSeparate Counsel (excluding local counsel) with respect to any Third-PartyClaim (even if against multiple indemnified parties), and (ii) each of suchindemnifying party and such indemnified party shall have the right to conductits own defense in respect of such claim. If an indemnifying party elects notto defend against a Third-Party Claim, or fails to notify an indemnified partyof 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 partymay defend, compromise, and settle such Third-Party Claim and shall be entitledto indemnification hereunder (to the extent permitted hereunder); PROVIDED,HOWEVER, that no such indemnified party may compromise or settle any suchThird-Party claim without the prior written consent of the indemnifying party,which consent shall not be unreasonably withheld or delayed. Notwithstandingthe foregoing, the indemnifying party shall not, without the prior writtenconsent of the indemnified party, (i) settle or compromise any Third-PartyClaim or consent to the entry of any judgment which does not include as anunconditional term thereof the delivery by the claimant or plaintiff to theindemnified party of a written release from all liability in respect of suchThird-Party Claim, or (ii) settle or compromise any Third-Party Claim in anymanner that would reasonably be expected to have a material adverse effect onthe indemnified party.

4.4      CERTAIN LIMITATIONS, ETC.

The amount of any Covered Liabilities for whichindemnification is provided under this Agreement shall be net of any amountsactually recovered by the indemnified party from third parties (includingamounts actually recovered under insurance policies) with respect to suchCovered Liabilities. Any indemnifying party hereunder shall be subrogated tothe rights of the indemnified party upon payment in full of the amount of therelevant indemnifiable loss. An insurer who would otherwise be obligated to payany claim shall not be relieved of the responsibility with respect thereto or,solely by virtue of the indemnification provision hereof, have any subrogationrights with respect thereto. If any indemnified party recovers an amount from athird party in respect of an indemnifiable loss for which indemnification isprovided in this Agreement after the full amount of such indemnifiable loss hasbeen paid by an indemnifying party or after an indemnifying party has made apartial payment of such indemnifiable loss and the amount received from thethird party exceeds the remaining unpaid balance of such indemnifiable loss,then the indemnified party shall promptly remit to the indemnifying party theexcess of (i) the sum of the amount theretofore paid by such indemnifying partyin respect of such indemnifiable loss plus the amount received from the thirdparty in respect thereof, less (ii) the full amount of such Covered Liabilities.

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4.5      SURVIVAL.

Notwithstanding anything herein to the contrary, theindemnities and related acknowledgments and agreements of the parties set forthin this SECTION 4 will survive the Distribution and the TCA Closing Date, andshall 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 ofTax Contests, the provisions of SECTION 5 shall be the exclusive governingprovisions.

SECTION 5TAX MATTERS

5.1      GENERAL RESPONSIBILITY FORTAXES.

(a)      All federal Income Taxes ofthe HPT Group shall be borne by, shall be the responsibility of, and shall bepaid by the HPT Group, and all federal Income Taxes of the TCA LLC Group shallbe borne by, shall be the responsibility of, and shall be paid by the TCA LLCGroup. For purposes of federal Income Taxes, items of income, gain, loss,deduction, expenditure, and credit shall be allocated and reported, as betweenthe HPT Group and the TCA LLC Group, in a manner consistent with: (i)applicable Tax laws, including without limitation (A) the federal consolidatedIncome Tax Return whose common parent has employer identification number36-3856519 including all the income, expenses and operations of such parent andits subsidiaries through the close of business on the TCA Closing Date inaccordance with Sections 1.1502-1(b) and 1.1502-76(b)(1)(ii)(A)(1) of theTreasury Regulations, (B) the federal Income Tax Return Form 1120-REIT of HPTincluding the gains (if any) that result from the application of Section 311 ofthe Code to the Distribution, and (C) the federal consolidated Income TaxReturn whose common parent has employer identification number 20-5701514including all the income, expenses and operations of such parent and itssubsidiaries from and after the end of the taxable period covered by Section5.1(a)(i)(A); (ii) the continued qualification of HPT as a real estateinvestment trust under the Code; and (iii) commercially reasonable prorationsof items between lessors and lessees of real estate.

(b)      For any state or localIncome Tax that follows Code Section 856(i) or Section 301.7701-2(c)(2)(i) ofthe Treasury Regulations, (i) such state and local Income Taxes of the HPTGroup shall be borne by, shall be the responsibility of, and shall be paid bythe HPT Group, and (ii) such state and local Income Taxes of the TCA LLC Groupshall be borne by, shall be the responsibility of, and shall be paid by the TCALLC 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 SECTION5.1(a).

(c)      All Taxes not covered bySECTIONS 5.1(a)-(b) and 5.2, including applicable Other Taxes, shall beallocated between the HPT Group and the TCA LLC Group on the basis of actualtransactions, events or activities (including, if applicable, days elapsed)that give rise to or create liability for such Taxes, and based on the taxableperiods to which such Taxes relate,

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except that any realestate transfer, sales or similar Taxes applied in respect of the transfers ofLandlord Properties pursuant to SECTION 2.3(c)(1)-(3) shall be borne by the HPTGroup regardless of whom such Taxes shall have been imposed upon in the firstinstance.

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

5.2      ALLOCATION OF CERTAIN TAXESAMONG TAXABLE PERIODS.

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

5.3      FILING AND PAYMENTRESPONSIBILITY.

(a)      From and after the TCAClosing Date, each of HPT (on behalf of the HPT Group) and TCA LLC (on behalfof the TCA LLC Group) shall cause to be prepared and filed such Tax Returns asthe HPT Group and the TCA LLC Group, respectively, are required to file withapplicable Taxing Authorities. Each of HPT (on behalf of the HPT Group) and TCALLC (on behalf of the TCA LLC Group) agree that, except as required byapplicable law, they will not take positions in any such Tax Return that areinconsistent with (i) the description of federal Income Tax consequences in theTCA LLC Registration Statement, (ii) the Distribution being treated, on accountof TCA LLC and its (directly or indirectly) wholly owned limited liabilitycompany 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 itsSubsidiaries’ underlying assets and liabilities pursuant to the principles ofInternal 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) ofthe 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 itsSubsidiaries 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 anontaxable 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 anontaxable 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 orsubstantially contemporaneously filed with such Tax Return. In particular, tothe extent such valuations are necessary for Tax purposes, HPT and TCA LLC willuse all commercially reasonable efforts to cooperate with one another invaluing the individual assets comprising the TCA Assets at the time of theDistribution, and to the maximum extent permitted by applicable law shall utilizefor all Code purposes the valuations resulting from application of Section1.856-3(a) of the Treasury Regulations.

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

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Return for which theother 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 theright to review and comment upon such Tax Return at least fifteen (15) daysbefore such Tax Return must be filed, (ii) the party bearing responsibility forsome or all of such Tax shall pay over by wire transfer the amount of such Taxfor 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 forpreparing and filing such Tax Return will file such Tax Return on or before itsdue date and pay over to the applicable Taxing Authority the amount of Tax duewith such Tax Return.

(c)      At the request of HPT, TCALLC Group’s TravelCentres Canada, Inc. (employer identification number98-0329055) shall join with HPT in a “taxable REIT subsidiary” election underSection 856(l) of the Code on Internal Revenue Service Form 8875, whichelection is to be effective as of the TCA Closing Date.

5.4      REFUNDS AND CREDITS.

Any refunds or credits of Taxes shall be for theaccount 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 adjustmentmade by any Taxing Authority with respect to a Tax to be borne by the otherparty 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 theform of a credit applicable against Tax liabilities to be borne by suchbenefited party under this SECTION 5, then the benefited party shall notify theother party of the same within ten (10) days of, as applicable, receiving thecash refund or filing the Tax Return in which such credit is utilized, and thenpay over immediately to such other party the amount of such Tax refund orcredit.

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 orthreatened assessment, official inquiry, examination or proceeding (“TAXCONTESTS”) that could result in an official determination with respect to Taxesdue or payable, the responsibility for any portion of which rests with the otherparty, such party shall promptly so notify the other party in writing. Theparty bearing greater responsibility for the Taxes contested in a Tax Contestshall bear the costs (including attorneys’ and accountants’ fees, but excludingthe contested Taxes) of such Tax Contest, and shall control and conduct suchTax Contest in a reasonable manner after consulting in good faith with theother party. The other party shall supply the party controlling the Tax Contestwith such powers of attorney and assistance as may be reasonably requested. Theresponsibility for any additional liability for Taxes resulting from a TaxContest shall be allocated and apportioned between the HPT Group and the TCALLC Group in accordance with SECTION 5.1. Except to the extent in conflict withthe provisions of this SECTION 5, the provisions of SECTION 4.3 shall beapplicable to Tax Contests.

5.6      RESOLUTION OF DISPUTES.

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

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

SECTION 6MISCELLANEOUS

6.1      ARBITRATION.

Any and all disputes and disagreements arising out ofor relating to this Agreement, other than actions or claims for injunctiverelief or claims raised in actions or proceedings brought by third parties andother than disputes under SECTION 5 as to which either party elects to applythe provisions of SECTION 5.6, shall be resolved through negotiations or, ifthe dispute is not so resolved, through binding arbitration conducted inBoston, Massachusetts under the JAMS Comprehensive Arbitration Rules andProcedures (as revised February 19, 2005), with the following amendments tothose rules. First, in no event shall the arbitration from commencement toissuance of an award take longer than 180 days. Second, the arbitrationtribunal shall consist of three arbitrators and the optional appeal procedureprovided for in Rule 34 shall not be utilized. Third, in lieu of the onedeposition permitted in Rule 17(c) as of right and the optional furtherdepositions that may be allowed, the only deposition per side shall be a singleindividual or Entity deposition to last no longer than one seven-hour day thateach party may take of the opposing party or an individual under the control ofthe opposing party.

6.2      CONFIDENTIALITY.

Each party hereto shall use commercially reasonableefforts to maintain the confidentiality of any information concerning the otherparty or any Subsidiary of the other party provided to or discovered by it orits representatives and which is not otherwise available on a nonconfidentialbasis to such party and shall not (except as may otherwise be required by applicablelaw or the rules and regulations of the New York Stock Exchange or the AmericanStock Exchange) disclose such information, subject to the provisions of thisSection, to anyone other than those people who have a need to know suchinformation in connection with the conduct of such party’s business, includingits attorneys, accountants and other representatives and agents or during thecourse of or in connection with any Action based upon or in connection with thesubject matter of this Agreement.

6.3      NOTICES.

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

(b)      All notices required orpermitted to be sent hereunder shall be deemed to have been given for allpurposes of this Agreement upon the date of receipt or refusal, except thatwhenever under this Agreement a notice is either received on a day which is nota Business

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Day or is required to bedelivered on or before a specific day which is not a Business Day, the day ofreceipt or required delivery shall automatically be extended to the nextBusiness Day.

(c)           All such notices shallbe addressed:

If to TCA LLC, to:

TravelCenters of America LLC24601 Center Ridge RoadWestlake, OH  44145Attn:  Mr. John R. HoadleyTelecopy no:  (617) 796-8349

If to HPT or HPT Landlord, to:

Hospitality Properties Trust400 Centre StreetNewton, Massachusetts  02458Attn:  PresidentTelecopy no:  (617) 969-5730

If to RMR, to:

Reit Management & Research LLC400 Centre StreetNewton, Massachusetts  02458Attn:  PresidentTelecopy no: (617) 969-1437

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

Reit Management & Research LLC400 Centre StreetNewton, Massachusetts  02458Attn:  PresidentTelecopy no:  (617) 969-1437.

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

6.4      WAIVERS, ETC.

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

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their remainingobligations stated herein. No failure to exercise or delay in exercising on thepart of any party hereto any right, power or privilege of such party shalloperate as a waiver thereof, nor shall any single or partial exercise of anyright, power or privilege preclude any other or further exercise thereof or theexercise of any other right, power or privilege by such party. This Agreementmay not be amended, nor shall any waiver, change, modification, consent ordischarge be effected, except by an instrument in writing executed by or onbehalf of the party against whom enforcement of any amendment, waiver, change,modification, consent or discharge is sought.

6.5      ASSIGNMENT; SUCCESSORS ANDASSIGNS; THIRD PARTY BENEFICIARIES.

This Agreement and all rights and obligationshereunder shall not be assignable by any party without the written consent ofthe other parties, except to a successor to such party by merger orconsolidation 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 theparties hereto and their respective successors and permitted assigns. ThisAgreement is not intended and shall not be construed to create any rights in orto be enforceable in any part by any other Person, except that each BenefitedParty is a third party beneficiary of SECTION 3.1.

6.6      SEVERABILITY.

If any provision of this Agreement shall be held ordeemed to be, or shall in fact be, invalid, inoperative or unenforceable asapplied to any particular case in any jurisdiction or jurisdictions, or in alljurisdictions or in all cases, because of the conflict of any provision withany constitution or statute or rule of public policy or for any other reason,such circumstance shall not have the effect of rendering the provision orprovisions in question invalid, inoperative or unenforceable in any otherjurisdiction or in any other case or circumstance or of rendering any otherprovision or provisions herein contained invalid, inoperative or unenforceableto the extent that such other provisions are not themselves actually inconflict with such constitution, statute or rule of public policy, but thisAgreement shall be reformed and construed in any such jurisdiction or case asif such invalid, inoperative or unenforceable provision had never beencontained herein and such provision reformed so that it would be valid,operative and enforceable to the maximum extent permitted in such jurisdictionor 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 shallconstitute one and the same instrument. This Agreement constitutes the entireagreement of the parties hereto with respect to the subject matter hereof andshall supersede and take the place of any other instruments purporting to be anagreement of the parties hereto relating to the subject matter hereof. ThisAgreement may not be amended or modified in any respect other than by thewritten agreement of all of the parties hereto and, with respect to SECTION3.1, the consent of each Benefited Party affected thereby.

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6.8      GOVERNING LAW.

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

6.9      EXPENSES.

HPT agrees to pay and to hold each other party to thisAgreement (and its Subsidiaries) harmless from and against (a) all costs, expensesand fees (including in each case the reasonable fees and disbursements ofcounsel), incident to (i) the drafting, preparation, execution and delivery ofthis Agreement and all other agreements, instruments and other documentsentered into by such other party or any Subsidiary thereof in connectionherewith or in connection with the Distribution or the TCA Closing orconsummation of the other transactions contemplated hereby, (ii) thepreparation, printing, filing and distribution under the Securities Act of theTCA LLC Registration Statement (including financial statements and exhibits),each preliminary prospectus and prospectus in connection therewith and allamendments and supplements to any of them, (iii) the registration orqualification of the TCA LLC Shares for offer and sale under the securities andBlue 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) furnishingsuch copies of the TCA LLC Registration Statement, the final prospectuscontained therein and all amendments and supplements thereto as may berequested for use by transferors thereof who are required to deliver aprospectus in connection with the Distribution, (b) the fees and expenses ofthe Agent in connection with the Distribution, and (c) all real propertytransfer Taxes, including Taxes levied upon the transfer of equity in an Entityowning real estate assets, and all excise, sales, use, value added, registrationstamp, recording, documentary, conveyancing, franchise, property, transfer,gains and similar Taxes, levies, charges and fees, including any associateddeficiencies, interest, penalties, additions to Tax or additional amounts,excluding any Income Taxes incurred in connection with the transactions contemplatedby this Agreement to occur on or prior to the TCA Closing Date. Each partyhereto will use all commercially reasonable efforts to minimize the amount oftransfer Taxes, and will cooperate with one another in providing any appropriateexemption certifications or other similar documentation.

6.10    SECTION AND OTHER HEADINGS;INTERPRETATION.

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

6.11    EXCULPATION.

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

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

THE DECLARATION OF TRUST ESTABLISHING HPT TRUSTLANDLORD, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “HPT TRUSTLANDLORD DECLARATION”), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS ANDTAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “HPT TA PROPERTIESTRUST” REFERS TO THE TRUSTEES UNDER THE HPT TRUST LANDLORD DECLARATIONCOLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NOTRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TRUST LANDLORD SHALL BEHELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, ORCLAIM AGAINST, HPT TRUST LANDLORD. ALL PERSONS DEALING WITH HPT TRUST LANDLORDIN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TRUST LANDLORD FOR THE PAYMENTOF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

[THE REMAINDER OFTHIS PAGE INTENTIONALLY LEFT BLANK].

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IN WITNESS WHEREOF, the parties have caused thisAgreement to be executed as a sealed instrument as of the date first abovewritten.
|        | 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 |

 

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Schedule1.1(41)(A)

LAND INCLUDED IN LANDLORDPROPERTIES

[The Schedule tothis agreement has been omitted and will be supplementally furnished by theSecurities and Exchange Commission upon request.]

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Schedule 1.1(54)

RETAINED BUILDINGS

[The Schedule to thisagreement has been omitted and will be supplementally furnished by theSecurities and Exchange Commission upon request.]

 

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