<PAGE>

                                                                   Exhibit 10.17

                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


         AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT ("Amendment") dated as of
December 31, 2002, by and among TA Operating Corporation, a Delaware corporation
(the "Company"), TravelCenters of America, Inc., a Delaware corporation
("Holdings"), and Edwin P. Kuhn (the "Employee").

         WHEREAS, the Company, Holdings and the Employee are parties to an
Employment Agreement dated as of January 1, 2000, which agreement was amended by
Amendment No. 1 dated as of May 26, 2000 (the "Employment Agreement"); and

         WHEREAS, Holdings and the Employee are parties to a Stock Option
Agreement dated as of December 26, 2001 (the "Option Agreement"), pursuant to
which Holdings stock options were granted to the Employee under the
TravelCenters of America, Inc. 2001 Stock Option Plan; and

         WHEREAS, Holdings, as successor by merger to TCA Acquisition
Corporation, and the Employee are parties to a Management Equity Rollover
Agreement dated November 9, 2000 (the "Management Equity Rollover Agreement");
and

         WHEREAS, in order to ensure the continued services of the Employee and
to provide for an orderly succession following the Employee's retirement, the
parties to the aforesaid agreements desire to modify further such Employment
Agreement and to modify the Option Agreement and Management Equity Rollover
Agreement as hereinafter set forth; and

         WHEREAS, each of Section 11.7 of the Employment Agreement, Section 6.4
of the Option Agreement and Section 11.2(b) of the Management Equity Rollover
Agreement permit the parties thereto to amend such agreement in a writing signed
by each party.


<PAGE>

         NOW, THEREFORE, in consideration of the parties' mutual desire to
modify the Employment Agreement, the Option Agreement and the Management Equity
Rollover Agreement, and the mutual covenants herein contained, the parties agree
as follows effective December 31, 2002:

                         PART I -- EMPLOYMENT AGREEMENT

         Part I of this Amendment shall amend the terms of the Employment
Agreement as set forth herein. Capitalized terms used in this Part I not
otherwise defined shall have the meanings ascribed to them in the Employment
Agreement.

         1. The following shall be inserted as Section 3.3 to the Employment
Agreement:

         "3.3 RETENTION BONUS. In order to encourage the Employee to continue
         his employment hereunder until his Scheduled Retirement (as such term
         is defined in Section 5.2.2 hereof), the Company shall pay to the
         Employee in a single sum on January 31, 2003, if he remains an employee
         of the Company on the payment date, the amount of Two Hundred Thousand
         Dollars ($200,000), which amount, when paid, shall thereafter not be
         forfeitable by the Employee."

         2. The introductory paragraph to Section 5 of the Employment Agreement
shall be deleted, and the following shall be inserted therefor:

         "5. TERMINATION OF EMPLOYMENT. The Employee's employment with the
         Company shall terminate upon the death of the Employee, and the Company
         shall have the right, at any time during the Term, by delivery of
         written notice to the Employee, to terminate the Employee's employment
         as a result of the Employee's Permanent Disability (as such term is
         defined in Section 5.1 hereof), for Cause (as such term is defined in
         Section 5.3 hereof) or for any other reason, and the Employee shall
         have the right to resign or to terminate his employment hereunder
         because of his Scheduled Retirement, the consequences of any such
         termination or resignation being as specified in this Section 5:"

         3. Section 5.2 of the Employment Agreement shall be deleted, and the
following shall be inserted therefor:

         "5.2 RESIGNATION. If the Employee's employment with the Company is
         terminated during the Term by reason of the Employee's resignation
         (other than on account of the Employee's `Scheduled Retirement' as
         defined in Section 5.2.2 hereof or for `Good Reason' as defined in
         Section 5.5 hereof), all obligations of the Company and Holdings,
         including, without limitation, the obligation to pay



                                       2
<PAGE>

                  salary or other amounts payable under this Agreement to or for
                  the benefit of the Employee, shall terminate upon the
                  effective date of such resignation, and the Employee shall not
                  be entitled to any compensation under this Agreement except
                  for Base Salary accrued and unpaid through, and any vested
                  benefits under any awards to the Employee pursuant to the
                  Stock Incentive Plans, or any amount payable under any other
                  benefit plan of the Company or any Affiliate in accordance
                  with the terms of such plan, as of the effective date of such
                  resignation. The Employee agrees to give the Company one
                  hundred twenty (120) days written notice of his resignation
                  (other than for Good Reason and except for Scheduled
                  Retirement)."

         4. The following shall be inserted as Section 5.2.1 of the Employment
Agreement:

                  "5.2.1 TERMINATION DUE TO SCHEDULED RETIREMENT. If the
                  Employee's employment with the Company hereunder is terminated
                  during the Term because of the Employee's Scheduled Retirement
                  (as Scheduled Retirement is defined in Section 5.2.2 hereof),
                  all obligations of the Company and Holdings, including,
                  without limitation, the obligation to pay salary or other
                  amounts payable under this Agreement to or for the benefit of
                  the Employee, shall terminate upon the date of such Scheduled
                  Retirement, and the Employee shall not be entitled to any
                  compensation under this Agreement except for (i) Base Salary
                  accrued and unpaid through the date of such Scheduled
                  Retirement, (ii) an amount equal to the product of (x) the
                  Annual Bonus, if any, determined by the Compensation Committee
                  for the year in which the Scheduled Retirement occurs,
                  MULTIPLIED BY (y) the fraction, the numerator of which equals
                  the number of days the Employee was employed by the Company
                  during the Fiscal Year in which such Scheduled Retirement
                  occurs and the denominator of which is three hundred
                  sixty-five (365); and (iii) any vested benefits under any
                  awards to the Employee pursuant to the Stock Incentive Plans,
                  or any amount payable under any other benefit plan of the
                  Company or any Affiliate or any other agreement between the
                  Employee and the Company or any Affiliate, in accordance with
                  the terms of such plan or agreement as of the date of such
                  Scheduled Retirement. The Employee agrees to give the Company
                  six (6) months' written notice of his Scheduled Retirement.

                  Upon the Employee's Scheduled Retirement, Holdings and the
                  Company shall offer the Employee the position of Chairman,
                  Non-Executive, in which position the Employee would commence
                  service immediately after the Scheduled Retirement date at an
                  annual salary of Two Hundred Fifty Thousand Dollars
                  ($250,000), with such duties and in accordance with such other
                  terms contained in any supplemental or substitute agreement
                  hereto as to which Holdings, the Company and the Employee may
                  agree; provided that the Employee's refusal of any such offer
                  shall in no way adversely affect his entitlement to any
                  benefit to which he would otherwise have been entitled
                  hereunder or under any other plan or agreement in the event of
                  his Scheduled Retirement, but the Employee shall not be
                  entitled to further vesting under any Stock Incentive Plan if
                  Employee's service does not continue after his Scheduled
                  Retirement.



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<PAGE>

         5. The following shall be inserted as Section 5.2.2 to the Employment
Agreement:

                  "5.2.2 SCHEDULED RETIREMENT. `Scheduled Retirement' shall mean
                  a termination of the Employee's employment as President and
                  Chief Executive Officer of the Company and Holdings on a date
                  selected by the Employee, which date shall be no earlier than
                  June 30, 2004. In order for such termination to be deemed a
                  `Scheduled Retirement,' the Employee must notify the Company
                  in writing of such Scheduled Retirement at least six (6)
                  months in advance of the date selected by the Employee to be
                  the date of his Scheduled Retirement including a Scheduled
                  Retirement date of June 30, 2004. The term `Scheduled
                  Retirement' shall be deemed to include a termination of the
                  Employee's employment as President and Chief Executive Officer
                  of the Company and Holdings following which he remains an
                  Employee of the Company, Holdings or an affiliated company
                  pursuant to an arrangement approved by the Board. A Scheduled
                  Retirement shall not be deemed to be a voluntary resignation
                  without Good Reason nor a discharge of any type."

                        PART II -- STOCK OPTION AGREEMENT

         Part II of this Amendment shall amend the terms of the Stock Option
Agreement as set forth herein. Capitalized terms used in this Part II not
otherwise defined shall have the meanings ascribed to them in the Stock Option
Agreement.

         6. Section 1.2 of the Stock Option Agreement shall be deleted in its
entirety, and the following shall be inserted therefor:

                  "SECTION 1.2 CHANGE IN STATUS. `Change in Status' shall mean a
                  reduction in the Optionee's duties, responsibilities or
                  authority, or other change in the Optionee's position with the
                  Company or its affiliates after the Grant Date that is
                  determined by the Board, in its absolute discretion, to be a
                  demotion; provided, however, that the Employee's Scheduled
                  Retirement shall not be deemed to be a Change in Status."

         7. Section 1.22 of the Stock Option Agreement shall be deleted in its
entirety, and the following shall be inserted therefor:

                  "SECTION 1.22. SCHEDULED RETIREMENT. "Scheduled Retirement"
                  shall mean a Termination of Employment which shall occur on a
                  date selected by the Optionee, upon at least six (6) months'
                  advance written notice from the Optionee, which Scheduled
                  Retirement date shall in no event be earlier than June 30,
                  2004."

         8. Section 3.1(c)(i)(A) shall be deleted in its entirety, and the
following shall be inserted therefor:



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<PAGE>

                  "(A) TIME OPTION. The Time Option shall become exercisable to
                  the extent indicated on the chart below in lieu of the chart
                  set forth in Section 3.1(a) hereof (unless already exercisable
                  to a greater extent pursuant to another provision of Section
                  3.1 of this Agreement):

<TABLE>
<CAPTION>

                  -------------------------------------------------------------------------------
                                                 TIME OPTION
                  -------------------------------------------------------------------------------
                     FULL YEARS OF      PERCENTAGE OF OPTION SHARES SUBJECT TO TIME OPTION AS TO
                      EMPLOYMENT        WHICH TIME OPTION IS DEEMED EXERCISABLE UPON TERMINATION
                   FOLLOWING JANUARY    OF EMPLOYMENT IN CASES OF DEATH, DISABILITY OR SCHEDULED
                        1, 2001                                RETIREMENT
                  -------------------------------------------------------------------------------
                   <S>                                      <C>

                           0                                      50%
                  -------------------------------------------------------------------------------
                           1                                      60%
                  -------------------------------------------------------------------------------
                           2                                      70%
                  -------------------------------------------------------------------------------
                           3                                      80%
                  -------------------------------------------------------------------------------
                           4                                      90%
                  -------------------------------------------------------------------------------
                           5                                      100%
                  -------------------------------------------------------------------------------

</TABLE>

                  ; provided, however, that if the Optionee's Scheduled
                  Retirement occurs on or after June 30, 2004, he shall be
                  deemed to have completed the greater of four full years of
                  employment or the actual number of years of employment (which
                  shall include the Optionee's years of service in the capacity
                  of Chairman, Non-Executive following his Scheduled Retirement)
                  following January 1, 2001 under the above chart."

         9. Section 3.1(c)(i)(B) shall be deleted in its entirety, and the
following shall be inserted therefor:

                  "(B) PERFORMANCE OPTION. With respect to the unexercisable
                  portion of the Performance Option as of such Termination of
                  Employment, the Optionee shall be allowed to continue holding
                  a percentage of the unexercisable Option Shares subject to
                  each of the Class A and Class B Performance Options, as
                  indicated on the chart set forth below. Such unexercisable
                  portion of the Performance Option shall remain outstanding and
                  eligible for exercisability on a subsequent Measurement Date,
                  subject to Section 3.2 of this Agreement.




                                       5
<PAGE>

<TABLE>
<CAPTION>

                  -------------------------------------------------------------------------------
                                               PERFORMANCE OPTION
                  -------------------------------------------------------------------------------
                     FULL YEARS OF     PERCENTAGE OF UNEXERCISABLE OPTION SHARES SUBJECT TO EACH
                      EMPLOYMENT        OF CLASS A AND CLASS B PERFORMANCE OPTIONS WHICH REMAIN
                   FOLLOWING JANUARY        OUTSTANDING AND ELIGIBLE FOR EXERCISABILITY UPON
                        1, 2001          TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
                                                          SCHEDULED RETIREMENT
                  -------------------------------------------------------------------------------
                      <S>                                  <C>
                           0                                      50%
                  -------------------------------------------------------------------------------
                           1                                      60%
                  -------------------------------------------------------------------------------
                           2                                      70%
                  -------------------------------------------------------------------------------
                           3                                      80%
                  -------------------------------------------------------------------------------
                           4                                      90%
                  -------------------------------------------------------------------------------
                           5                                      100%
                  -------------------------------------------------------------------------------
</TABLE>


                  ; provided, however, that if the Optionee's Scheduled
                  Retirement occurs on or after June 30, 2004, he shall be
                  deemed to have completed the greater of four full years of
                  employment or the actual number of years of employment (which
                  shall include the Optionee's years of service in the capacity
                  of Chairman, Non-Executive, following his Scheduled
                  Retirement) following January 1, 2001 under the above chart.

         10. Section 3.2(b) shall be deleted in its entirety, and the following
shall be inserted therefor:

                  "(b) upon a Termination of Employment (provided that in the
                  case of a Scheduled Retirement, Section 3.2(a) shall apply),
                  except as follows:

                       (i)  BY COMPANY WITHOUT CAUSE; BY OPTIONEE WITH GOOD
                            REASON; OR DUE TO DEATH OR DISABILITY.

                            (A) TIME OPTION. The portion of the Time Option that
                                is exercisable at the time of a Termination of
                                Employment by the Company without Cause, by the
                                Optionee with Good Reason, or due to death or
                                Disability shall remain exercisable for 60 days
                                following such Termination of Employment.

                            (B) PERFORMANCE OPTION. The portion of the
                                Performance Option that is exercisable at the
                                time of a Termination of Employment by the
                                Company without Cause, by the Optionee with Good
                                Reason, or due to death or Disability shall
                                remain exercisable for 60 days following such


                                       6
<PAGE>

                                Termination of Employment; provided that with
                                respect to any portion of the Performance Option
                                that becomes exercisable following such
                                Termination of Employment pursuant to Section
                                3.1(c), such exercisable portion of the
                                Performance Option instead shall remain
                                exercisable for 60 days following the relevant
                                Measurement Date, if applicable.

                       (ii) BY COMPANY FOR CAUSE. All exercisable and
                            unexercisable portions of the Option held by the
                            Optionee on the date of Termination of Employment by
                            the Company for Cause will immediately expire and be
                            forfeited on such date.

                       (iii) BY OPTIONEE WITHOUT GOOD REASON. The portions of
                            the Time Option and Performance Option that are
                            exercisable at the time of a Termination of
                            Employment by the Optionee without Good Reason shall
                            remain exercisable for 10 days following such
                            Termination of Employment."

         11. The footnote to Schedule 1 to the Option Agreement shall be deleted
in its entirety, and the following shall be inserted therefor:

         "*   The number of Option Shares specified above is subject to
              adjustment (increase but not decrease) in the event the Optionee
              receives an allocation of shares from the discretionary option
              pool established by the Board of Directors as of January 1, 2001,
              and deemed granted as of the Grant Date specified herein. Such
              discretionary option pool shares shall be allocated annually
              (beginning in 2001) in equal installments over a period of five
              years. Any such allocation to the Optionee shall represent a pro
              rata portion of the discretionary pool shares that are allocated
              to new Optionees added to the Plan as participants after January
              1, 2001 with respect to a particular year following allocations
              for that year to such new Optionees (as a ratio of (A) one-fifth
              of the total number of Option Shares granted to the Optionee to
              (B) one-fifth of the total number of shares subject to the
              options, in each case not including the discretionary pool
              shares). Allocations from the discretionary pool shall be made
              pursuant to procedures established by the Committee.

              Pursuant to Article III of this Agreement, the number of Option
              Shares specified above also is subject to decrease and forfeiture
              in the event the Optionee experiences a Change in Status prior to
              the expiration of the Option. Any Option Shares so forfeited shall
              be added to the discretionary pool for allocation.

              In the event the Optionee's Scheduled Retirement occurs before all
              of the discretionary pool shares have been allocated as described
              above (i.e., prior to the end of the five-year period), Optionee
              shall be entitled to a pro



                                       7
<PAGE>

              rata allocation for the calendar year in which his Scheduled
              Retirement occurs, which shall be equal to the product of (x) the
              number of discretionary pool shares to which the Optionee would
              have been entitled, but for his Scheduled Retirement, for the year
              in which the Scheduled Retirement occurs, MULTIPLIED BY (y) the
              fraction, the numerator of which equals the number of complete
              months the Employee was employed by the Company during the
              calendar year in which such Scheduled Retirement occurs and the
              denominator of which is 12."

                PART III -- MANAGEMENT EQUITY ROLLOVER AGREEMENT

         Part III of this Amendment shall amend the terms of the Management
Equity Rollover Agreement as set forth herein. Capitalized terms used in this
Part III not otherwise defined shall have the meanings ascribed to them in the
Management Equity Rollover Agreement.

         12. Section 4.2 of the Management Equity Rollover Agreement shall be
deleted in its entirety, and the following shall be inserted therefor:

                  "4.2 REQUIRED REPURCHASE - SCHEDULED RETIREMENT. In the event
                  of a Termination by reason of Management Employee's Scheduled
                  Retirement, Management Employee shall have the right to put to
                  the Company upon 60, but not more than 90, days' advance
                  written notice, and if Management Employee exercises such
                  right, the Company shall be required to purchase from
                  Management Employee, all or any part of the TravelCenters
                  Common Stock and equity interests held by Management Employee
                  as follows:

                           (a) commencing on the date of such Scheduled
                           Retirement, the shares of TravelCenters Common Stock
                           held by Management Employee at the Fair Market Value
                           therefor;

                           (b) commencing on the date which is six months after
                           the date of such Scheduled Retirement, 50% of all
                           then exercisable TravelCenters equity interests held
                           by Management Employee at the Fair Market Value of
                           the TravelCenters Common Stock underlying such equity
                           interests, minus the exercise price therefor;

                           (c) commencing on the date which is eighteen months
                           after the date of such Scheduled Retirement, all
                           remaining exercisable TravelCenters equity interests
                           held by Management Employee at the Fair Market Value
                           of the TravelCenters Common Stock underlying such
                           equity interests, minus the exercise price therefor;


                                       8
<PAGE>

                  where, in each case, the Fair Market Value of a share is
                  deemed to be its Fair Market Value (i) if the put right is
                  exercised with proper notice as of the date of Management
                  Employee's Scheduled Retirement or the date which is six
                  months or eighteen months thereafter, the Fair Market Value on
                  the last day of the fiscal quarter which includes the date on
                  which Management Employee provided notice of the exercise of
                  his put right; or (ii) if the put right is exercised with
                  proper notice as of any other date, the Fair Market Value on
                  the last day of the fiscal quarter during which Management
                  Employee provided notice of the exercise of his put right. The
                  foregoing put right may be exercised by Management Employee
                  not more than two times per calendar year and is intended,
                  notwithstanding the language of Section 5.1 of the Stock
                  Option Agreement, dated December 26, 2001, between
                  TravelCenters of America, Inc. and Management Employee, to be
                  in lieu of and to supersede the Company's obligation to
                  repurchase options contained in such Section 5.1. The
                  foregoing provisions of this Section 4.2 to the contrary
                  notwithstanding, if there is a Change of Control which
                  involves the sale by stockholders of the Company other than
                  Management Employee of shares of TravelCenters Common Stock
                  (or the receipt of cash or other property in connection with
                  Change of Control in respect of such shares of TravelCenters
                  Common Stock), the Company shall be required upon the
                  consummation of the transaction which gives rise to the Change
                  of Control to purchase (or cause the purchase of) all
                  remaining shares of TravelCenters Common Stock and
                  TravelCenters equity interests held by Management Employee, at
                  a price per share equal to the price per share paid to such
                  stockholders pursuant to the Change of Control, minus any
                  exercise price, as the case may be."

         13. Section 4.3 of the Management Equity Rollover Agreement shall be
deleted in its entirety, and the following shall be inserted therefor:

                           "4.3 CLOSING OF PURCHASE. The closing of any purchase
                  pursuant to Section 4.1 or 4.2 shall take place at the
                  principal office of the Company at a mutually scheduled day
                  and time not later than the 60th day following (a) the later
                  of (i) the date as of which the Fair Market Value with respect
                  to such purchase is determined or (ii) the date as of which
                  the put right is exercised, or (b) the date of the Change of
                  Control, as the case may be."

         14. Section 4.6(a) of the Management Equity Rollover Agreement shall be
deleted in its entirety, and the following substituted therefor:

                  "(a) At any time the Company elects or is required to purchase
                  any shares pursuant to this Section 4, the Company shall pay
                  the purchase price for such shares it purchases first, by
                  set-off of any of the Management Employee's Note (including
                  accrued and unpaid interest thereon) and then, by the
                  Company's delivery of a bank cashier's check or certified
                  check for the remainder of such purchase price, if any;
                  provided that in lieu of paying cash, the Company may pay the
                  purchase price for any purchases of shares pursuant to Section
                  4.4 (other than a purchase in connection with a Scheduled
                  Retirement, Termination without Cause or due to a Resignation
                  with Good Reason and except as provided in



                                       9
<PAGE>

                  Section 4.5 above) by delivery of a promissory note
                  substantially in the form of Exhibit B hereto issued by the
                  Company to the Management Employee with an aggregate principal
                  amount equal to the purchase price, bearing interest at the
                  Prime Rate per annum, payable annually in arrears on the
                  outstanding principal amount of such note and accruing on a
                  daily basis from the date payment is otherwise required
                  pursuant to this Section 4, and with principal payments to
                  Management Employee in four equal annual installments
                  commencing on the first anniversary of the date of such note."

         15. Section 4.7(a) of the Management Equity Rollover Agreement shall be
deleted in its entirety, and the following substituted therefor:

                  "(a) For purposes of this Section 4, the terms `Cause,'
                  `Change of Control,' `Disability,' `Good Reason' and
                  `Scheduled Retirement' have the meanings given to such terms
                  in the Stock Option Agreement between Management Employee and
                  TravelCenters, dated the Closing Date, as it may be amended
                  from time to time, entered into pursuant to the TravelCenters
                  of America, Inc. 2001 Stock Option Plan; in addition, the
                  following terms shall have the following meanings:"

                            PART IV -- MISCELLANEOUS

         16. ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS. In the event
that this Amendment provides for any payment or benefit to the Employee in Part
I, II or III hereof which cannot be provided because this Amendment conflicts
with or contradicts another provision in any other plan or agreement or because
the Amendment is deemed not to have amended the provisions of the agreement
which it purports to amend, Holdings or the Company shall provide the Employee
with an "Alternative Benefit" in lieu thereof. The Alternative Benefit is a
benefit or payment which places the Employee in at least as good of an economic
position as if the payment or benefit promised by this Amendment (a) were
provided exactly as called for by this Amendment and (b) had the favorable
economic, tax and legal characteristics customary for plans, policies or
arrangements of that type.


                                       10
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Employment Agreement as of the date first above written.

                                   TRAVELCENTERS OF AMERICA, INC.
                                                     ("Holdings")

                                   By: /s/ Steven B. Gruber
                                      ---------------------------------------
                                   Steven B. Gruber
                                   Chairman, Compensation Committee

                                   TA OPERATING CORPORATION
                                                     ("Company")

                                   By: /s/ Steven B. Gruber
                                      ---------------------------------------

                                   Steven B. Gruber
                                   Chairman, Compensation Committee


                                              /s/ Edwin P. Kuhn
                                      ---------------------------------------
                                               Edwin P. Kuhn

                                               ("Employee")