**Exhibit10.4**

**GUARANTYAGREEMENT**

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

**WITNESSETH:**

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

WHEREAS, it is acondition precedent to the Landlord’s entering into the Lease that the Guarantorsguarantee all of the payment and performance obligations of the Tenant withrespect to the Lease; and

WHEREAS, thetransactions contemplated by the Lease are of direct material benefit to theGuarantors;

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

1.  CERTAINTERMS. Capitalized terms used and not otherwise defined in this Agreement shallhave the meanings ascribed to such terms in the Lease.

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

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

3.1  INCORPORATIONOF REPRESENTATIONS AND WARRANTIES. The representations and warranties of theTenant and its Affiliated Persons set forth in the Lease are true and correcton and as of the date hereof in all material respects.

3.2  PERFORMANCEOF COVENANTS AND AGREEMENTS. Each Guarantor hereby agrees to take all lawfulaction in its power to cause the Tenant duly and punctually to perform all ofthe covenants and agreements set forth in the Lease.

3.3  VALIDITYOF AGREEMENT. Each Guarantor has duly and validly executed and delivered thisAgreement; this Agreement constitutes the legal, valid and binding obligationof such Guarantor, enforceable against such Guarantor in accordance with itsterms, except as the enforceability thereof may be subject to bankruptcy,fraudulent conveyance, insolvency, reorganization, moratorium and other lawsrelating to or affecting creditors’ rights generally and subject to generalequitable principles, regardless of whether enforceability is considered in aproceeding at law or in equity; and the execution, delivery and performance ofthis Agreement have been duly authorized by all requisite action of suchGuarantor and such execution, delivery and performance by such Guarantor willnot result in any breach of the terms, conditions or provisions of, or conflictwith or constitute a default under, or result in the creation of any lien,charge or encumbrance upon any of the property or assets of such Guarantorpursuant to the terms of, any indenture, mortgage, deed of trust, note, otherevidence of indebtedness, agreement or other instrument to which it may be aparty or by which it or any of its property or assets may be bound, or violateany provision of law, or any applicable order, writ, injunction, judgment ordecree of any court or any order or other public regulation of any governmentalcommission, bureau or administrative agency.

3.4  PAYMENTOF EXPENSES. Each Guarantor agrees, as principal obligor and not as guarantoronly, to pay to the Landlord forthwith, upon demand, in immediately availablefederal funds, all costs and expenses (including reasonable attorneys’ fees anddisbursements) incurred or expended by the Landlord in connection with theenforcement of this Agreement, together with interest on amounts recoverableunder this Agreement from the time such amounts become due until payment at theOverdue Rate. The Guarantors’ covenants and agreements set

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

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

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

3.7  BOOKSAND RECORDS. Each Guarantor shall at all times keep proper books of record andaccount in which full, true and correct entries shall be made of itstransactions in accordance with generally accepted accounting principles andshall set aside on its books from its earnings for each fiscal year all suchproper reserves, including reserves for depreciation, depletion, obsolescenceand amortization of its properties during such fiscal year, as shall berequired in accordance with generally accepted accounting principles,consistently applied, in connection with its business. Each Guarantor shallpermit access by the Landlord and its agents to the books and recordsmaintained by such Guarantor during normal business hours and upon reasonablenotice.

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

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

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

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

3.12  FINANCIALSTATEMENTS, ETC. The financial statements previously delivered to the Landlordby each Guarantor, if any, fairly present the financial condition of suchGuarantor in accordance with generally accepted accounting principles consistentlyapplied and there has been no material adverse change from the date thereofthrough the date hereof.

3.13  NOCHANGE IN CONTROL. No Guarantor shall permit the occurrence of any direct orindirect Change in Control of the Tenant or of such Guarantor.

4.  GUARANTEE.Each Guarantor jointly and severally hereby unconditionally guarantees that theGuaranteed Obligations which are monetary obligations shall be paid in fullwhen due and payable, whether upon demand, at the stated or acceleratedmaturity thereof pursuant to the Lease, or otherwise, and that the GuaranteedObligations which are performance obligations shall be fully performed at thetimes and in the manner such performance is required by the Lease. With respectto the Guaranteed Obligations which are monetary obligations, this guarantee isa guarantee of payment and not of collectability and is absolute and in no wayconditional or contingent. In case any part of the Guaranteed Obligations shallnot have been paid when due and payable or performed at the time performance isrequired, the Guarantors shall, within five (5) Business Days after receipt ofnotice from the Landlord, pay or cause to be paid to the Landlord the amountthereof as is then due and payable and unpaid (including interest and othercharges, if any, due thereon through the date

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

5.  UNENFORCEABILITYOF GUARANTEED OBLIGATIONS, ETC. If the Tenant is for any reason under no legalobligation to discharge any of the Guaranteed Obligations (other than becausethe same have been previously discharged in accordance with the terms of theLease), or if any other moneys included in the Guaranteed Obligations havebecome unrecoverable from the Tenant by operation of law or for any otherreason, including, without limitation, the invalidity or irregularity in wholeor in part of any Guaranteed Obligation or of the Lease or any limitation on theliability of the Tenant thereunder not contemplated by the Lease or anylimitation on the method or terms of payment thereunder which may now orhereafter be caused or imposed in any manner whatsoever, the guaranteescontained in this Agreement shall nevertheless remain in full force and effectand shall be binding upon each Guarantor to the same extent as if each suchGuarantor at all times had been the principal debtor on all such GuaranteedObligations.

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

7.  CONSENTSAND WAIVERS, ETC. Each Guarantor hereby acknowledges receipt of correct andcomplete copies of the Lease, and consents to all of the terms and provisionsthereof, as the same may be from time to time hereafter amended or changed inaccordance with the terms and conditions thereof, and, except as otherwiseprovided herein, to the maximum extent permitted by applicable law, waives (a)presentment, demand for payment, and protest of nonpayment, of any of theGuaranteed Obligations, (b) notice of acceptance of this Agreement and ofdiligence, presentment, demand and protest, (c) notice of any default hereunderand any default, breach or nonperformance or

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

8.  NOIMPAIRMENT, ETC. The obligations, covenants, agreements and duties of eachGuarantor under this Agreement shall not be affected or impaired by anyassignment or transfer in whole or in part of any of the Guaranteed Obligationswithout notice to such Guarantor, or any waiver by the Landlord or any holderof any of the Guaranteed Obligations or by the holders of all of the GuaranteedObligations of the performance or observance by the Tenant or any otherguarantor of any of the agreements, covenants, terms or conditions contained inthe Guaranteed Obligations or the Lease or any indulgence in or the extensionof the time for payment by the Tenant or any other guarantor of any amountspayable under or in connection with the Guaranteed Obligations or the Lease orany other instrument or agreement relating to the Guaranteed Obligations or ofthe time for performance by the Tenant or any other guarantor of any otherobligations under or arising out of any of the foregoing or the extension orrenewal thereof (except that with respect to any extension of time for paymentor performance of any of the Guaranteed Obligations granted by the Landlord orany other holder of such Guaranteed Obligations to the Tenant, such Guarantor’sobligations to pay or perform such Guaranteed Obligation shall be subject tothe same extension of time for performance), or the modification or amendment(whether material or otherwise) of any duty, agreement or obligation of theTenant or any other guarantor set forth in any of the foregoing, or thevoluntary or involuntary sale or other disposition of all or substantially allthe assets of the Tenant or any other guarantor or insolvency, bankruptcy, orother similar proceedings affecting the Tenant or any other guarantor or any

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

9.  REIMBURSEMENT,SUBROGATION, ETC. Each Guarantor hereby covenants and agrees that it will notenforce or otherwise exercise any rights of reimbursement, subrogation,contribution or other similar rights against the Tenant (or any other personagainst whom the Landlord may proceed) with respect to the GuaranteedObligations prior to the payment in full of all amounts owing with respect tothe Lease, and until all indebtedness of the Tenant to the Landlord shall havebeen paid in full, no Guarantor shall have any right of subrogation, and eachGuarantor waives any defense it may have based upon any election of remedies bythe Landlord which destroys its subrogation rights or its rights to proceedagainst the Tenant for reimbursement, including, without limitation, any lossof rights such Guarantor may suffer by reason of any rights, powers or remediesof the Tenant in connection with any anti-deficiency laws or any other lawslimiting, qualifying or discharging the indebtedness to the Landlord. Until allobligations of the Tenant pursuant to the Lease shall have been paid andsatisfied in full, each Guarantor further waives any right to enforce anyremedy which the Landlord now has or may in the future have against the Tenant,any other guarantor or any other person and any benefit of, or any right toparticipate in, any security whatsoever now or in the future held by theLandlord.

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

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

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given if in writing andthe same shall be delivered either in hand, by telecopier with writtenacknowledgment of receipt, or by mail or Federal Express or similar expeditedcommercial carrier, addressed to the recipient of the notice, postpaid andregistered or certified with return receipt requested (if by mail), or with allfreight charges prepaid (if by Federal Express or similar carrier).

(b)  Allnotices required or permitted to be sent hereunder shall be deemed to have beengiven for all purposes of this Agreement upon the date of acknowledged receipt,in the case of a notice by telecopier, and, in all other cases, upon the dateof receipt or refusal, except that whenever under this Agreement a notice iseither received on a day which is not a Business 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 suchnotices shall be addressed,

if to the Landlordto the Landlord:

c/o HospitalityProperties Trust

400 Centre Street

Newton, Massachusetts02458

Attn:  Mr. John G. Murray

[Telecopier No.(617) 969-5730]

if to anyGuarantor to such Guarantor:

c/o TravelCenters ofAmerica LLC

24601 Center Ridge Road 

Westlake, Ohio 44145

Attn:  Mr. John R. Hoadley

[Telecopier No.(617) 796-8349]

(d)  Bynotice given as herein provided, the parties hereto and their respectivesuccessors and assigns shall have the right from time to time and at any timeduring the term of this Agreement to change their respective addresseseffective upon receipt by the other parties of such notice and each shall havethe right to specify as its address any other address within the United Statesof America.

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

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

13.  APPLICABLELAW. Except as to matters regarding the internal affairs of the Landlord andissues of or limitations on any personal liability of the shareholders andtrustees or directors of the Landlord for obligations of the Landlord, as towhich the laws of the State of Maryland shall govern, this Agreement, the Leaseand any other instruments executed and delivered to evidence, complete orperfect the transactions contemplated hereby and thereby shall be interpreted,construed, applied and enforced in accordance with the laws of The Commonwealthof Massachusetts applicable to contracts between residents of Massachusettswhich are to be performed entirely within Massachusetts, regardless of (i)where any such instrument is executed or delivered; or (ii) where any paymentor other performance required by any such instrument is made or required to bemade; or (iii) where any breach of any provision of any such instrument occurs,or any cause of action otherwise accrues; or (iv) where any action or otherproceeding is instituted or pending; or (v) the nationality, citizenship,domicile, principal place of business, or jurisdiction of organization ordomestication of any party; or (vi) whether the laws of the forum jurisdictionotherwise would apply the laws of a jurisdiction other than The Commonwealth ofMassachusetts; or (vii) any combination of the foregoing. Notwithstanding theforegoing, the laws of the State shall apply to the perfection and priority ofliens upon and the disposition of any Property.

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

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

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be sent in writing byeach party to the other, and the arbitrators so appointed, in the event oftheir failure to agree within thirty (30) days after the appointment of thesecond arbitrator upon the matter so submitted, shall appoint a thirdarbitrator. If either the Landlord or the Guarantors shall fail to appoint anarbitrator as aforesaid for a period of twenty (20) days after written noticefrom the other party to make such appointment, then the arbitrator appointed bythe party having made such appointment shall appoint a second arbitrator andthe two (2) so appointed shall, in the event of their failure to agree upon anydecision within thirty (30) days thereafter, appoint a third arbitrator. Ifsuch arbitrators fail to agree upon a third arbitrator within forty five (45)days after the appointment of the second arbitrator, then such third arbitratorshall be appointed by the American Arbitration Association from its qualifiedpanel of arbitrators, and shall be a person having at least ten (10) years’recent professional experience as to the subject matter in question. The feesof the third arbitrator and the expenses incident to the proceedings shall beborne equally between the Landlord and the Guarantors, unless the arbitratorsdecide otherwise. The fees of respective counsel engaged by the parties, andthe fees of expert witnesses and other witnesses called for the parties, shallbe paid by the respective party engaging such counsel or calling or engagingsuch witnesses.

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

The Landlord andthe Tenant acknowledge and agree that, to the extent any such dispute shallinvolve any Manager and be subject to arbitration pursuant to such Manager’sManagement Agreement, Landlord and Tenant shall cooperate to consolidate anysuch arbitration hereunder and under such Management Agreement into a singleproceeding.

15.  MODIFICATIONOF AGREEMENT. No modification or waiver of any provision of this Agreement, norany consent to any departure by any of the Guarantors therefrom, shall in anyevent be effective unless the same shall be in writing and signed by theLandlord, and such modification, waiver or consent shall be effective only inthe specific instances and for the purpose for which given. No notice to ordemand on any Guarantor in any

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

16.  WAIVEROF RIGHTS BY THE LANDLORD. Neither any failure nor any delay on the Landlord’spart in exercising any right, power or privilege under this Agreement shalloperate as a waiver thereof, nor shall a single or partial exercise thereof precludeany other or further exercise or the exercise of any other right, power orprivilege.

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

18.  ENTIRECONTRACT. This Agreement constitutes the entire agreement between the partieshereto with respect to the subject matter hereof and shall supersede and takethe place of any other instruments purporting to be an agreement of the partieshereto relating to the subject matter hereof.

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

20.  REMEDIESCUMULATIVE. No remedy herein conferred upon the Landlord is intended to beexclusive of any other remedy, and each and every remedy shall be cumulativeand shall be in addition to every other remedy given hereunder or now orhereafter existing at law or in equity or by statute or otherwise.

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

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

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WITNESS theexecution hereof under seal as of the date above first written.
|        | TRAVELCENTERS OF AMERICA LLC,                  |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ Mark L. Kleifges |   |
|   | Name:                                          | Mark L. Kleifges |   |
|   | Title:                                         | Treasurer |   |
|   |                                           |
|   |                                           |
|   | TRAVELCENTERS OF AMERICA HOLDING  COMPANY LLC, |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ John R. Hoadley |   |
|   | Name:                                          | John R. Hoadley |   |
|   | Title:                                         | Executive Vice President and Treasurer |   |
|   |                                           |
|   |                                           |
|   | TA OPERATING LLC                               |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ John R. Hoadley |   |
|   | Name:                                          | John R. Hoadley |   |
|   | Title:                                         | Executive Vice President and Treasurer |   |

 

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