EXHIBIT 4.5


 


FORM OF WARRANT


 


TRAVELCENTERS OF AMERICA LLC


 


WARRANT TO PURCHASE COMMON SHARES


 


	
  No.    -           

  	
  , 20

  	
   

  



 




	
  VOID AFTER
                 ,
  20

  	
   

  	
   

  






 


THIS
CERTIFIES THAT, for value received, [PURCHASER],
with its principal office at [ADDRESS], or assigns
(the “Holder”), is entitled to subscribe for and purchase at the Exercise Price
(defined below) from TRAVELCENTERS OF AMERICA
LLC, a Delaware
limited liability company, with its principal office at 24601 Center
Ridge Road, Suite 200, Westlake, OH 44145-5639 (the “Company”)              
common shares of the Company as provided herein (the “Common Shares”).


 


1.             DEFINITIONS. as used herein, the
following terms shall have the following respective meanings:


 


(a)           “Exercise Period” shall mean the period commencing
with the date hereof and ending         
years from the date hereof, unless sooner terminated as provided below.


 


(b)           “Exercise Price” shall mean $per share, subject to
adjustment pursuant to Section 5 below.


 


(c)           “Exercise Shares” shall mean the Common Shares
issuable upon exercise of this Warrant.


 


2.             EXERCISE OF WARRANT. the rights represented by
this warrant may be exercised in whole or in part at any time during
the exercise period, by delivery of the following to the company at its address
set forth above (or at such other address as it may designate by notice in
writing to the holder):


 


(a)           An executed Notice of Exercise in the form attached
hereto;


 


(b)           Payment of the Exercise Price either (i) in cash
or by check, or (ii) by cancellation of indebtedness; and


 


(c)           This Warrant.


 


Upon
the exercise of the rights represented by this Warrant, a certificate or
certificates for the Exercise Shares so purchased, registered in the name of
the Holder or persons affiliated with the Holder, if the Holder so designates,
shall be issued and delivered to the Holder within a reasonable time after the
rights represented by this Warrant shall have been so exercised.


 


The
person in whose name any certificate or certificates for Exercise Shares are to
be issued upon exercise of this Warrant shall be deemed to have become the
holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the
date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.


 


2.1          Net Exercise.
Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of Common Share is greater than the Exercise Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant by payment
of cash, the Holder may elect to receive shares equal to the value (as


 


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determined below)
of this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the
Holder a number of Common Shares computed using the following formula:


 


	
   

  	
  X = Y (A-B)

  
	
   

  	
  A

  



 


	
   

  	
  Where

  	
  X =

  	
  the number of Common
  Shares to be issued to the Holder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y =

  	
  the number of Common
  Shares purchasable under the Warrant or, if only a portion of the Warrant is
  being exercised, the portion of the Warrant being canceled (at the date of
  such calculation)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A =

  	
  the fair market value
  of one Common Share (at the date of such calculation)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B =

  	
  Exercise Price (as
  adjusted to the date of such calculation)

  



 


For
purposes of the above calculation, the fair market value of one Common Share
shall be determined by the Company’s Board of Directors in good faith.


 


3.            COVENANTS OF THE
COMPANY.


 


3.1          Covenants as to Exercise Shares.
The Company covenants
and agrees that all Exercise Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. The Company further covenants and
agrees that the Company will at all times during the Exercise Period, have
reserved, free from preemptive rights, a sufficient number of Common Shares to
provide for the exercise of the rights represented by this Warrant.


 


3.2          No Impairment. Except and to the extent as waived or consented to by the
Holder, the Company will not, by amendment of its Limited Liability Company
Agreement or Certificate of Formation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may be
necessary or appropriate in order to protect the exercise rights of the Holder
against impairment.


 


3.3          Notices of Record Date.  In the event of any taking by the Company
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend which is the same as cash dividends paid in previous
quarters) or other distribution, the Company shall mail to the Holder, at least
ten (10) days prior to the date specified herein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend
or distribution.


 


4.            REPRESENTATIONS OF
HOLDER.


 


4.1          Acquisition of Warrant for Personal Account.
The Holder represents
and warrants that it is acquiring the Warrant solely for its account for
investment and not with a view to or for sale or distribution of said Warrant
or any part thereof. The Holder also represents that the entire legal and
beneficial interests of the Warrant and Exercise Shares the Holder is acquiring
is being acquired for, and will be held for, its account only.


 


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5.            ADJUSTMENT OF EXERCISE PRICE.
In the event of changes in the outstanding Common Shares by reason of stock
dividends, split-ups, recapitalizations, reclassifications, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under the Warrant in the aggregate and
the Exercise Price shall be correspondingly adjusted to give the Holder of the
Warrant, on exercise for the same aggregate Exercise Price, the total number,
class, and kind of shares as the Holder would have owned had the Warrant been
exercised prior to the event and had the Holder continued to hold such shares
until after the event requiring adjustment; provided, however, that such
adjustment shall not be made with respect to, and this Warrant shall terminate
if not exercised prior to, the events set forth in Section 7 below. The form of
this Warrant need not be changed because of any adjustment in the number of
Exercise Shares subject to this Warrant.


 


6.            FRACTIONAL SHARES.
No fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto. All Exercise Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for
purposes of determining whether the exercise would result in the issuance of
any fractional share. If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum in
cash equal to the product resulting from multiplying the then current fair
market value of an Exercise Share by such fraction.


 


7.            EARLY TERMINATION.
In the event of, at any time during the Exercise Period, any capital
reorganization, or any reclassification of the capital stock of the Company
(other than a change in par value or from par value to no par value or no par
value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), or the consolidation or merger of the Company with
or into another corporation (other than a merger solely to effect a
reincorporation of the Company into another state), or the sale or other
disposition of all or substantially all the properties and assets of the
Company in its entirety to any other person, this Warrant shall terminate
unless exercised immediately upon the occurrence of such reorganization,
reclassification, consolidation, merger or sale or other disposition of the
Company’s assets.


 


8.            NO SHAREHOLDER RIGHTS.
This Warrant in and of itself shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.


 


9.            TRANSFER OF WARRANT.
This Warrant and all rights hereunder are transferable, by the Holder in person
or by duly authorized attorney, upon delivery of this Warrant and the form of
assignment attached hereto to any transferee designated by Holder only with the
prior written consent of the Company. If requested, the transferee shall sign
an investment letter in form and substance satisfactory to the Company.


 


10.          LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT. If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or otherwise as it
may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as
the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.


 


11.          NOTICES, ETC. All
notices and other communications required or permitted hereunder shall be in
writing and shall be sent by facsimile telex, telegram, express mail or other
form of rapid communications, if possible, and if not then such notice or
communication shall be mailed by first-class mail, postage prepaid, addressed
in each case to the party entitled thereto at the following addresses: (a) if
to the Company, to TravelCenters of America LLC, Attention: [NAME OF CONTACT PERSON], 24601 Center
Ridge Road, Suite 200, Westlake, OH 44145-5639 and (b) if to the
Holder, [ADDRESS], or at such other address as
one party may furnish to the other in writing. Notice shall be deemed effective
on the date dispatched if by personal delivery, facsimile, telex or telegram,
two days after mailing if by express mail, or three days after mailing if by
first-class mail.


 


12.          ACCEPTANCE. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein.


 


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13.          GOVERNING LAW. this warrant and all rights,
obligations and liabilities hereunder shall be governed by the laws of the State
of Delaware.


 


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  IN
  WITNESS WHEREOF, the
  Company has caused this Warrant to be executed by its duly authorized officer
  as of

  
	
  ,20

  	
   

  	
   

  






 


 


	
   

  	
  TRAVELCENTERS OF AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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NOTICE OF EXERCISE


 


TO:
TRAVELCENTERS OF AMERICA LLC


 


	
  (1)

  	
  o

  	
                  The undersigned hereby elects to purchase                  
  Common Shares of TravelCenters of America LLC (the “Company”) pursuant to the
  terms of the attached Warrant, and tenders herewith payment of the exercise
  price in full, together with all applicable transfer taxes, if any.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
                  The undersigned hereby elects to purchase                    
  Common Shares of TravelCenters of America LLC (the “Company”) pursuant to the
  terms of the attached Warrant, and tenders herewith payment of the exercise
  price in full, together with all applicable transfer taxes, if any.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Please issue a
  certificate or certificates representing said Common Shares in the name of
  the undersigned or in such other name as is specified below:

  
	
   

  	
   

  	
   

  
	
  

  (Name)

  
	
   

  	
   

  	
   

  
	
  

                                                        

  (Address)

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
                  [If a registration statement covering the exercise
  of the Common Shares is not then effective and the exercise is being effected
  other than pursuant to Section 2.1 of the Warrant, the undersigned
  represents that (i) the aforesaid Common Shares are being acquired for
  the account of the undersigned for investment and not with a view to, or for
  resale in connection with, the distribution thereof and that the undersigned
  has no present intention of distributing or reselling such shares; (ii) the
  undersigned is aware of the Company’s business affairs and financial
  condition and has acquired sufficient information about the Company to reach
  an informed and knowledgeable decision regarding its investment in the
  Company; (iii) the undersigned is experienced in making investments of
  this type and has such knowledge and background in financial and business
  matters that the undersigned is capable of evaluating the merits and risks of
  this investment and protecting the undersigned’s own interests; (iv) the
  undersigned understands that the Common Shares issuable upon exercise of this
  Warrant have not been registered under the Securities Act of 1933, as amended
  (the “Securities Act”), by reason of a specific exemption from the
  registration provisions of the Securities Act, which exemption depends upon,
  among other things, the bona fide nature of the investment intent as
  expressed herein, and, because such securities have not been registered under
  the Securities Act, they must be held indefinitely unless subsequently
  registered under the Securities Act or an exemption from such registration is
  available; (v) the undersigned is aware that the aforesaid Common Shares
  may not be sold pursuant to Rule 144 adopted under the Securities Act
  unless certain conditions are met and until the undersigned has held the
  shares for the number of years prescribed by Rule 144, that among the
  conditions for use of the Rule is the availability of current
  information to the public about the Company and the Company has not made such
  information available and has no present plans to do so; and (vi) the
  undersigned agrees not to make any disposition of all or any part of the aforesaid
  Common Shares unless and until there is then in effect a registration
  statement under the Securities Act covering such proposed disposition and
  such disposition is made in accordance with said registration statement, or
  the undersigned has provided the Company with an opinion of counsel
  satisfactory to the Company, stating that such registration is not required.]

  



 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  
	
   

  	
   

  	
  (Print
  name)

  



 

















 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form
and supply

required information. Do not use this form to purchase shares.)


 


FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	
  Name:

  	
   

  
	
   

  	
   

  	
  (Please
  Print)

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  	
  (Please
  Print)

  
	
   

  	
   

  	
   

  
	
  Dated

  	
   

  	
  , 20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s
  Signature:

  	
   

  
	
   

  	
   

  
	
  Holder’s
  Address:

  	
   

  
						



 


NOTE:
The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to
assign the foregoing Warrant.