Exhibit 10.1


 


LEASE AGREEMENT,


dated as of May 30, 2007,


by and among


HPT PSC PROPERTIES TRUST and HPT PSC
PROPERTIES LLC


AS LANDLORD,


AND


PETRO STOPPING CENTERS, L.P.,


AS TENANT


















Table of Contents


	
  

  	
   

  	
  Page

  
	
  ARTICLE 1 DEFINITIONS

  	
   

  	
  1

  
	
  1.1 Additional
  Charges

  	
   

  	
  1

  
	
  1.2 Additional
  Rent

  	
   

  	
  1

  
	
  1.3 Affiliated
  Person

  	
   

  	
  2

  
	
  1.4 Agreement

  	
   

  	
  2

  
	
  1.5 Applicable
  Laws

  	
   

  	
  2

  
	
  1.6 Award

  	
   

  	
  2

  
	
  1.7 Base Fuel
  Gross Revenues

  	
   

  	
  3

  
	
  1.8 Base Non-Fuel
  Gross Revenues

  	
   

  	
  3

  
	
  1.9 Base Year

  	
   

  	
  3

  
	
  1.10 Business
  Day

  	
   

  	
  3

  
	
  1.11 Capital
  Addition

  	
   

  	
  3

  
	
  1.12 Capital
  Expenditure

  	
   

  	
  3

  
	
  1.13 Capital
  Replacements Budget

  	
   

  	
  3

  
	
  1.14 Change in
  Control

  	
   

  	
  3

  
	
  1.15 Claim

  	
   

  	
  4

  
	
  1.16 Code

  	
   

  	
  4

  
	
  1.17
  Commencement Date

  	
   

  	
  4

  
	
  1.18
  Condemnation

  	
   

  	
  4

  
	
  1.19 Condemnor

  	
   

  	
  4

  
	
  1.20
  Consolidated Financials

  	
   

  	
  4

  
	
  1.21 Date of
  Taking

  	
   

  	
  4

  
	
  1.22 Default

  	
   

  	
  5

  
	
  1.23
  Disbursement Rate

  	
   

  	
  5

  
	
  1.24
  Distribution

  	
   

  	
  5

  
	
  1.25 Easement
  Agreement

  	
   

  	
  5

  
	
  1.26 Encumbrance

  	
   

  	
  5

  
	
  1.27 Entity

  	
   

  	
  5

  
	
  1.28 Environment

  	
   

  	
  5

  
	
  1.29
  Environmental Obligation

  	
   

  	
  5

  
	
  1.30
  Environmental Notice

  	
   

  	
  6

  
	
  1.31
  Environmental Report

  	
   

  	
  6

  
	
  1.32 Event of
  Default

  	
   

  	
  6

  
	
  1.33 Excess Fuel
  Gross Revenues

  	
   

  	
  6

  
	
  1.34 Excess
  Non-Fuel Gross Revenues

  	
   

  	
  6

  
	
  1.35 Extended
  Term

  	
   

  	
  6

  
	
  1.36 Fair Market
  Value

  	
   

  	
  6

  
	
  1.37 Fair Market
  Value Rent

  	
   

  	
  6

  
	
  1.38 Financial
  Officer’s Certificate

  	
   

  	
  6

  
	
  1.39 Fiscal Year

  	
   

  	
  7

  
	
  1.40 Fixed Term

  	
   

  	
  7

  
	
  1.41 Fixtures

  	
   

  	
  7

  
	
  1.42 Fuel Sales
  Cap

  	
   

  	
  7

  
	
  1.43 GAAP

  	
   

  	
  7

  
	
  1.44 Government
  Agencies

  	
   

  	
  7

  
	
  1.45 Gross Fuel
  Revenues

  	
   

  	
  7

  
	
  1.46 Gross
  Non-Fuel Revenues

  	
   

  	
  8

  



 



 i
 









 


	
  1.47 Ground Leases

  	
   

  	
  8

  
	
  1.48 Guarantor

  	
   

  	
  9

  
	
  1.49 Guaranty

  	
   

  	
  9

  
	
  1.50 Hazardous
  Substances

  	
   

  	
  9

  
	
  1.51 Immediate
  Family

  	
   

  	
  10

  
	
  1.52 Impositions

  	
   

  	
  10

  
	
  1.53
  Indebtedness

  	
   

  	
  11

  
	
  1.54 Index

  	
   

  	
  11

  
	
  1.55 Insurance
  Requirements

  	
   

  	
  11

  
	
  1.56 Interest
  Rate

  	
   

  	
  12

  
	
  1.57 Land

  	
   

  	
  12

  
	
  1.58 Landlord

  	
   

  	
  12

  
	
  1.59 Landlord
  Default

  	
   

  	
  12

  
	
  1.60 Landlord
  Liens

  	
   

  	
  12

  
	
  1.61 Lease Year

  	
   

  	
  12

  
	
  1.62 Leased
  Improvements

  	
   

  	
  12

  
	
  1.63 Leased
  Intangible Property

  	
   

  	
  12

  
	
  1.64 Leased
  Property

  	
   

  	
  13

  
	
  1.65 Legal
  Requirements

  	
   

  	
  13

  
	
  1.66 Lien

  	
   

  	
  13

  
	
  1.67 Minimum
  Rent

  	
   

  	
  13

  
	
  1.68 Notice

  	
   

  	
  13

  
	
  1.69 Officer’s
  Certificate

  	
   

  	
  13

  
	
  1.70 Overdue
  Rate

  	
   

  	
  13

  
	
  1.71 Parent

  	
   

  	
  14

  
	
  1.72 Permitted
  Encumbrances

  	
   

  	
  14

  
	
  1.73 Permitted
  Liens

  	
   

  	
  14

  
	
  1.74 Permitted
  Use

  	
   

  	
  14

  
	
  1.75 Person

  	
   

  	
  14

  
	
  1.76 Property

  	
   

  	
  14

  
	
  1.77 Property
  Mortgage

  	
   

  	
  14

  
	
  1.78 Property
  Mortgagee

  	
   

  	
  14

  
	
  1.79 Rent

  	
   

  	
  14

  
	
  1.80 SARA

  	
   

  	
  14

  
	
  1.81 SEC

  	
   

  	
  15

  
	
  1.82 State

  	
   

  	
  15

  
	
  1.83
  Subordinated Creditor

  	
   

  	
  15

  
	
  1.84
  Subordination Agreement

  	
   

  	
  15

  
	
  1.85 Subsidiary

  	
   

  	
  15

  
	
  1.86 Successor
  Landlord

  	
   

  	
  15

  
	
  1.87 Superior
  Landlord

  	
   

  	
  15

  
	
  1.88 Superior
  Lease

  	
   

  	
  15

  
	
  1.89 Superior
  Mortgage

  	
   

  	
  15

  
	
  1.90 Superior
  Mortgagee

  	
   

  	
  15

  
	
  1.91 TA

  	
   

  	
  15

  
	
  1.92 Tenant

  	
   

  	
  15

  
	
  1.93 Tenant’s
  Personal Property

  	
   

  	
  16

  
	
  1.94 Term

  	
   

  	
  16

  



 



 ii
 









 


	
  1.95 Travel Center

  	
   

  	
  16

  
	
  1.96 Unsuitable
  for Its Permitted Use

  	
   

  	
  16

  
	
  1.97 Work

  	
   

  	
  16

  
	
  ARTICLE 2 LEASED PROPERTY AND TERM

  	
   

  	
  16

  
	
  2.1 Leased
  Property.

  	
   

  	
  16

  
	
  2.2 Condition of
  Leased Property.

  	
   

  	
  17

  
	
  2.3 Fixed Term.

  	
   

  	
  18

  
	
  2.4 Extended
  Terms.

  	
   

  	
  18

  
	
  ARTICLE 3 RENT

  	
   

  	
  19

  
	
  3.1 Rent.

  	
   

  	
  19

  
	
  3.2 Late Payment
  of Rent, Etc.

  	
   

  	
  24

  
	
  3.3 Net Lease,
  Etc.

  	
   

  	
  25

  
	
  3.4 No
  Termination, Abatement, Etc.

  	
   

  	
  25

  
	
  ARTICLE 4 USE OF THE LEASED PROPERTY

  	
   

  	
  26

  
	
  4.1 Permitted
  Use.

  	
   

  	
  26

  
	
  4.2 Compliance
  with Legal/Insurance Requirements, Etc.

  	
   

  	
  28

  
	
  4.3
  Environmental Matters.

  	
   

  	
  29

  
	
  4.4 Ground
  Leases.

  	
   

  	
  31

  
	
  ARTICLE 5 MAINTENANCE AND REPAIRS

  	
   

  	
  31

  
	
  5.1 Maintenance
  and Repair.

  	
   

  	
  31

  
	
  5.2 Tenant’s
  Personal Property.

  	
   

  	
  34

  
	
  5.3 Yield Up.

  	
   

  	
  34

  
	
  ARTICLE 6 IMPROVEMENTS, ETC.

  	
   

  	
  35

  
	
  6.1 Improvements
  to the Leased Property.

  	
   

  	
  35

  
	
  6.2 Salvage.

  	
   

  	
  36

  
	
  ARTICLE 7 LIENS

  	
   

  	
  36

  
	
  ARTICLE 8 PERMITTED CONTESTS

  	
   

  	
  36

  
	
  ARTICLE 9 INSURANCE AND INDEMNIFICATION

  	
   

  	
  37

  
	
  9.1 General
  Insurance Requirements.

  	
   

  	
  37

  
	
  9.2 Waiver of
  Subrogation.

  	
   

  	
  38

  
	
  9.3 Form
  Satisfactory, Etc.

  	
   

  	
  38

  
	
  9.4 No Separate
  Insurance; Self-Insurance.

  	
   

  	
  39

  
	
  9.5
  Indemnification of Landlord.

  	
   

  	
  39

  
	
  ARTICLE 10 CASUALTY

  	
   

  	
  40

  
	
  10.1 Insurance
  Proceeds.

  	
   

  	
  40

  
	
  10.2 Damage or Destruction.

  	
   

  	
  41

  
	
  10.3 Damage Near
  End of Term.

  	
   

  	
  43

  
	
  10.4 Tenant’s
  Personal Property.

  	
   

  	
  43

  
	
  10.5 Restoration
  of Tenant’s Personal Property.

  	
   

  	
  43

  
	
  10.6 No
  Abatement of Rent.

  	
   

  	
  43

  
	
  10.7 Waiver.

  	
   

  	
  44

  
	
  ARTICLE 11 CONDEMNATION

  	
   

  	
  44

  
	
  11.1 Total
  Condemnation, Etc.

  	
   

  	
  44

  
	
  11.2 Partial
  Condemnation.

  	
   

  	
  44

  
	
  11.3 Abatement
  of Rent.

  	
   

  	
  46

  



 



 iii
 









 


	
  11.4 Temporary Condemnation.

  	
   

  	
  46

  
	
  11.5 Allocation
  of Award.

  	
   

  	
  46

  
	
  ARTICLE 12 DEFAULTS AND REMEDIES

  	
   

  	
  47

  
	
  12.1 Events of
  Default.

  	
   

  	
  47

  
	
  12.2 Remedies.

  	
   

  	
  49

  
	
  12.3 Tenant’s Waiver.

  	
   

  	
  51

  
	
  12.4 Application
  of Funds.

  	
   

  	
  51

  
	
  12.5 Landlord’s
  Right to Cure Tenant’s Default.

  	
   

  	
  51

  
	
  ARTICLE 13 HOLDING OVER

  	
   

  	
  51

  
	
  ARTICLE 14 LANDLORD DEFAULT

  	
   

  	
  52

  
	
  ARTICLE 15 PURCHASE OF TENANT’S PERSONAL PROPERTY

  	
   

  	
  53

  
	
  ARTICLE 16 SUBLETTING AND ASSIGNMENT

  	
   

  	
  53

  
	
  16.1 Subletting
  and Assignment.

  	
   

  	
  53

  
	
  16.2 Required
  Sublease Provisions.

  	
   

  	
  54

  
	
  16.3 Permitted
  Sublease.

  	
   

  	
  55

  
	
  16.4 Sublease
  Limitation.

  	
   

  	
  56

  
	
  ARTICLE 17 ESTOPPEL CERTIFICATES AND FINANCIAL
  STATEMENTS

  	
   

  	
  56

  
	
  17.1 Estoppel
  Certificates.

  	
   

  	
  56

  
	
  17.2 Financial
  Statements.

  	
   

  	
  57

  
	
  ARTICLE 18 LANDLORD’S RIGHT TO INSPECT

  	
   

  	
  58

  
	
  ARTICLE 19 EASEMENTS

  	
   

  	
  58

  
	
  19.1 Grant of
  Easements.

  	
   

  	
  58

  
	
  19.2 Exercise of
  Rights by Tenant.

  	
   

  	
  59

  
	
  19.3 Permitted
  Encumbrances.

  	
   

  	
  59

  
	
  ARTICLE 20 PROPERTY MORTGAGES

  	
   

  	
  59

  
	
  20.1 Landlord
  May Grant Liens.

  	
   

  	
  59

  
	
  20.2
  Subordination of Lease.

  	
   

  	
  59

  
	
  20.3 Notice to
  Mortgagee and Superior Landlord.

  	
   

  	
  61

  
	
  ARTICLE 21 ADDITIONAL COVENANTS OF LANDLORD AND
  TENANT

  	
   

  	
  61

  
	
  21.1 Prompt
  Payment of Indebtedness.

  	
   

  	
  61

  
	
  21.2 Conduct of
  Business.

  	
   

  	
  62

  
	
  21.3 Maintenance
  of Accounts and Records.

  	
   

  	
  62

  
	
  21.4 Notice of
  Litigation, Etc.

  	
   

  	
  62

  
	
  21.5
  Indebtedness of Tenant.

  	
   

  	
  63

  
	
  21.6
  Distributions, Payments to Affiliated Persons, Etc.

  	
   

  	
  64

  
	
  21.7 Prohibited
  Transactions.

  	
   

  	
  64

  
	
  21.8 Liens and
  Encumbrances.

  	
   

  	
  64

  
	
  21.9 Merger;
  Sale of Assets; Etc.

  	
   

  	
  65

  
	
  21.10 Bankruptcy
  Remote Entities.

  	
   

  	
  65

  
	
  21.11 Trade Area
  Restriction.

  	
   

  	
  65

  
	
  ARTICLE 22 ARBITRATION

  	
   

  	
  66

  
	
  ARTICLE 23 MISCELLANEOUS

  	
   

  	
  67

  
	
  23.1 Limitation
  on Payment of Rent.

  	
   

  	
  67

  
	
  23.2 No Waiver.

  	
   

  	
  67

  
	
  23.3 Remedies
  Cumulative.

  	
   

  	
  67

  



 



 iv
 









 


	
  23.4 Severability.

  	
   

  	
  68

  
	
  23.5 Acceptance
  of Surrender.

  	
   

  	
  68

  
	
  23.6 No Merger
  of Title.

  	
   

  	
  68

  
	
  23.7 Conveyance
  by Landlord.

  	
   

  	
  68

  
	
  23.8 Quiet
  Enjoyment.

  	
   

  	
  68

  
	
  23.9 No
  Recordation.

  	
   

  	
  69

  
	
  23.10 Notices.

  	
   

  	
  69

  
	
  23.11
  Construction.

  	
   

  	
  70

  
	
  23.12
  Counterparts; Headings.

  	
   

  	
  70

  
	
  23.13 Applicable
  Law, Etc.

  	
   

  	
  71

  
	
  23.14 Right to
  Make Agreement.

  	
   

  	
  71

  
	
  23.15 Attorneys’
  Fees.

  	
   

  	
  72

  
	
  23.16
  Nonliability of Trustees.

  	
   

  	
  72

  



 



 v















LEASE AGREEMENT


THIS LEASE AGREEMENT is entered into as of May 30, 2007, by
and among HPT PSC PROPERTIES TRUST,  a Maryland real estate investment trust,
and HPT PSC PROPERTIES LLC, a
Maryland limited liability company (collectively, jointly and severally, “Landlord”),
and PETRO STOPPING CENTERS, L.P.,
a Delaware limited partnership (“Tenant”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, Landlord holds fee simple title to,
and/or the leasehold interest in, the Leased Property (this and other
capitalized terms used and not otherwise defined herein having the meanings
given such terms in Article 1); and


WHEREAS, Landlord wishes to lease the Leased
Property to Tenant and Tenant wishes to lease the Leased Property from
Landlord, subject to and upon the terms and conditions herein set forth;


NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the mutual receipt
and legal sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:


ARTICLE 1


DEFINITIONS


For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (a) the terms defined in this Article shall have the
meanings assigned to them in this Article and include the plural as well as the
singular, (b) all accounting terms not otherwise defined herein shall have the
meanings assigned to them in accordance with GAAP, (c) all references in this
Agreement to designated “Articles”, “Sections” and other subdivisions are to
the designated Articles, Sections and other subdivisions of this Agreement, and
(d) the words “herein”, “hereof”, “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section
or other subdivision.


1.1  “Additional
Charges”  shall have the
meaning given such term in Section 3.1.3.


1.2  “Additional
Rent”  shall have the
meaning given such term in Section 3.1.2(a).













1.3  “Affiliated
Person”  shall mean, with
respect to any Person, (a)  in the case
of any such Person which is a partnership, any partner in such partnership, (b)
in the case of any such Person 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 Parent with respect to such Person or to one or more of the
Persons referred to in the preceding 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 or any Person referred to in the preceding clauses (a), (b) and
(c), and (e) any other Person who is a member of the Immediate Family of such
Person or of any Person referred to in the preceding clauses (a) through (d).


1.4  “Agreement”  shall mean this Lease Agreement,
including all exhibits attached hereto, as it and they may be amended from time
to time as herein provided.


1.5  “Applicable
Laws”  shall mean all
applicable laws, statutes, regulations, rules, ordinances, codes, licenses,
permits, notices and orders, from time to time in existence, of all courts of
competent jurisdiction and Government Agencies, and all applicable judicial and
administrative and regulatory decrees, judgments and orders, including common
law rulings and determinations, relating to injury to, conservation of, or the
protection of, real or personal property or human health or the Environment,
including, without limitation, all valid and lawful requirements of courts and
other Government Agencies pertaining to reporting, licensing, permitting,
investigation, remediation and removal of underground improvements (including,
without limitation, treatment or storage tanks, or water, natural gas or oil
wells), or emissions, discharges, releases or threatened releases of Hazardous
Substances, chemical substances, pesticides, petroleum or petroleum products,
pollutants, contaminants or hazardous or toxic substances, materials or wastes
whether solid, liquid or gaseous in nature, into the Environment, or relating
to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Substances, underground
improvements (including, without limitation, treatment or storage tanks, or
water, gas or oil wells), or pollutants, contaminants or hazardous or toxic
substances, materials or wastes, whether solid, liquid or gaseous in nature.


1.6  “Award”  shall mean all compensation, sums
or other value awarded, paid or received by virtue of a total or partial
Condemnation of any Property (after deduction of all reasonable



 2
 









legal fees and other reasonable costs and
expenses, including, without limitation, expert witness fees, incurred by
Landlord, in connection with obtaining any such award).


1.7  “Base
Fuel Gross Revenues”  shall
mean, with respect to any Property, the amount of Gross Fuel Revenues for such
Property for the Base Year.


1.8  “Base
Non-Fuel Gross Revenues”  shall
mean, with respect to any Property, the amount of Gross Non-Fuel Revenues for
such Property for the Base Year.


1.9  “Base
Year”  shall mean the 2012
calendar year.


1.10  “Business
Day”  shall mean any day
other than Saturday, Sunday, or any other day on which banking institutions in
The Commonwealth of Massachusetts are authorized by law or executive action to
close.


1.11  “Capital
Addition”  shall mean,
with respect to any Property, any renovation, repair or improvement to such
Property, the cost of which constitutes a Capital Expenditure.


1.12  “Capital
Expenditure”  shall mean
any expenditure treated as capital in nature in accordance with GAAP.


1.13  “Capital Replacements Budget”  shall have the meaning given such term in Section
5.1.1(b).


1.14  “Change
in Control”  shall mean
(a) the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the SEC) of 9.8% or
more, or rights, options or warrants to acquire 9.8% or more, of the
outstanding shares of voting stock or other voting interests of Tenant or any
Guarantor, as the case may be, or the power to direct the management and
policies of Tenant or any Guarantor, directly or indirectly, (b) the merger or
consolidation of Tenant or any Guarantor with or into any other Person (other
than the merger or consolidation of any Person into Tenant or any Guarantor
that does not result in a Change in Control of Tenant or such Guarantor under
clauses (a), (c) or (d) of this definition), (c) any one or more sales or
conveyances to any Person of all or any material portion of its assets
(including capital stock or other equity interests) or business of Tenant or
any Guarantor, as the case may be, or (d) the cessation, for any reason, of the
individuals who at the beginning of any twenty-four (24) consecutive month
period (commencing on the Commencement Date) constituted the board of



 3
 









directors of Tenant or any Guarantor
(together with any new directors whose election by such board or whose
nomination for election by the shareholders of Tenant or such Guarantor, as the
case may be, was approved by a vote of a majority of the directors then still
in office who were either directors at the beginning of any such period or
whose election or nomination for election was previously so approved) to
constitute a majority of the board of directors of Tenant or any Guarantor then
in office.


1.15  “Claim”  shall have the meaning given such
term in Article 8.


1.16  “Code”  shall mean the Internal Revenue
Code of 1986 and, to the extent applicable, the Treasury Regulations
promulgated thereunder, each as from time to time amended.


1.17  “Commencement
Date”  shall mean the date
hereof.


1.18  “Condemnation”  shall mean, with respect to any
Property, or any portion thereof, (a) the exercise of any governmental power
with respect to such Property, whether by legal proceedings or otherwise, by a
Condemnor of its power of condemnation, (b) a voluntary sale or transfer of
such Property by Landlord to any Condemnor, either under threat of condemnation
or while legal proceedings for condemnation are pending, or (c) a taking or
voluntary conveyance of such Property, or any interest therein, or right
accruing thereto or use thereof, as the result or in settlement of any
condemnation or other eminent domain proceeding affecting such Property,
whether or not the same shall have actually been commenced.


1.19  “Condemnor”  shall mean any public or quasi-public
Person, having the power of Condemnation.


1.20  “Consolidated
Financials”  shall mean,
for any Fiscal Year or other accounting period of TA, annual audited and
quarterly unaudited financial statements of TA prepared on a consolidated
basis, including TA’s consolidated balance sheet and the related statements of
income and cash flows, all in reasonable detail, and setting forth in
comparative form the corresponding figures for the corresponding period in the
preceding Fiscal Year, and prepared in accordance with GAAP throughout the
periods reflected.


1.21  “Date of
Taking”  shall mean, with
respect to any Property, the date the Condemnor has the right to possession of



 4
 









such Property, or any portion thereof, in
connection with a Condemnation.


1.22  “Default”  shall mean any event or condition
which with the giving of notice and/or lapse of time would be an Event of
Default.


1.23  “Disbursement
Rate”  shall mean an
annual rate of interest, as of the date of determination, equal to the greater
of (i) the Interest Rate and (ii) the per annum rate for ten (10) year U.S.
Treasury Obligations as published in The Wall Street Journal plus three
hundred fifty (350) basis points.


1.24  “Distribution”  shall mean (a) any declaration or
payment of any dividend (except ordinary cash dividends payable in common stock
or other equity interests of Tenant) on or in respect of any shares of any
class of capital stock or other equity interests of Tenant, (b) any purchase,
redemption, retirement or other acquisition of any shares of any class of
capital stock or other equity interests of Tenant, (c) any other distribution
on or in respect of any shares of any class of capital stock or other equity
interests of Tenant or (d) any return of capital to shareholders.


1.25  “Easement
Agreement”  shall mean any conditions,
covenants and restrictions, easements, declarations, licenses and other
agreements which are Permitted Encumbrances and such other agreements as may be
granted in accordance with Section 19.1.


1.26  “Encumbrance”  shall have the meaning given such
term in Section 20.1.


1.27  “Entity”  shall mean any corporation,
general or limited partnership, limited liability company or partnership, stock
company or association, joint venture, association, company, trust, bank, trust
company, land trust, business trust, real estate investment trust, cooperative,
any government or agency, authority or political subdivision thereof or any
other entity.


1.28  “Environment”  shall mean soil, surface waters,
ground waters, land, biota, sediments, surface or subsurface strata and ambient
air.


1.29  “Environmental
Obligation”  shall have
the meaning given such term in Section 4.3.1.



 5
 









1.30  “Environmental
Notice”  shall have the
meaning given such term in Section 4.3.1.


1.31  “Environmental
Report”  shall have the meaning given such term in Section
4.3.2.


1.32  “Event
of Default”  shall have
the meaning given such term in Section 12.1.


1.33  “Excess
Fuel Gross Revenues”  shall
mean, with respect to any Property, with respect to any Lease Year, or portion
thereof, the amount of Gross Fuel Revenues for such Property for such Lease
Year, or portion thereof, in excess of Base Fuel Gross Revenues for such
Property for the equivalent period during the Base Year.


1.34  “Excess
Non-Fuel Gross Revenues”  shall
mean, with respect to any Property, with respect to any Lease Year, or portion
thereof, the amount of Gross Non-Fuel Revenues for such Property for such Lease
Year, or portion thereof, in excess of Base Non-Fuel Gross Revenues for such
Property for the equivalent period during the Base Year.


1.35  “Extended
Term”  shall have the
meaning given such term in Section 2.4.


1.36  “Fair
Market Value”  shall mean the price an unaffiliated and
willing buyer would pay for the interest of Landlord in the applicable Property
in its existing condition as of the date of determination, with all relevant
factors being known to both parties, under terms and conditions customary for
like transactions in the area in which the Property is located.


1.37  “Fair
Market Value Rent”  shall mean the per annum minimum rent which
would be payable monthly in advance for the applicable Property in its then
current condition and for its then current use, on the terms and conditions of
this Agreement (including, without limitation, the obligation to pay Additional
Rent).


1.38  “Financial
Officer’s Certificate”  shall
mean, as to any Person, a certificate of the chief executive officer, chief
financial officer or chief accounting officer (or such officers’ authorized
designee) of such Person, duly authorized, accompanying the financial
statements required to be delivered by such Person pursuant to Section 17.2,
in which such officer shall certify (a) that such statements have been properly
prepared in accordance with GAAP and are true, correct and



 6
 









complete in all material respects and fairly
present the consolidated financial condition of such Person at and as of the
dates thereof and the results of its operations for the periods covered
thereby, and (b) in the event that the certifying party is an officer of Tenant
and the certificate is being given in such capacity, that no Event of Default
has occurred and is continuing hereunder.


1.39  “Fiscal
Year”  shall mean the
calendar year or such other annual period designated by Tenant and approved by
Landlord.


1.40  “Fixed
Term”  shall have the
meaning given such term in Section 2.3.


1.41  “Fixtures”  shall have the meaning given such
term in Section 2.1(d).


1.42  “Fuel
Sales Cap”  shall
mean, for the 2012 Lease Year, three tenths of one percent (0.3%) of the
aggregate Base Fuel Gross Revenues for the Leased Property; and, for each Lease
Year thereafter, (x) the Additional Rent on account of Excess Fuel Gross
Revenues for the prior Lease Year multiplied by (y) the greater of one, or a
fraction, the numerator of which is the Index for January of the then current
Lease Year and the denominator of which is the Index for January of the
preceding Lease Year.


1.43  “GAAP”  shall mean generally accepted
accounting principles consistently applied.


1.44  “Government
Agencies”  shall mean any
court, agency, authority, board (including, without limitation, environmental
protection, planning and zoning), bureau, commission, department, office or
instrumentality of any nature whatsoever of any governmental or
quasi-governmental unit of the United States or any State or any county or any
political subdivision of any of the foregoing, whether now or hereafter in
existence, having jurisdiction over Tenant or any Property, or any portion
thereof, or any Travel Center operated thereon.


1.45  “Gross
Fuel Revenues”  shall mean, with respect to any Property, for
each Fiscal Year during the Term, all revenues and receipts (determined on an
accrual basis and in all material respects in accordance with GAAP) of every kind
derived from the provision, sale or trade of motor fuel and gasoline at such
Property; provided, however, that Gross Fuel Revenues shall not
include the following:  allowances
according to GAAP for



 7
 









uncollectible accounts, including credit card accounts and other
administrative discounts; federal, state or municipal excise, sales, use,
occupancy or similar taxes included as part of the sales price of any goods or
services; insurance proceeds (other than proceeds from business interruption or
other loss of income insurance); and any amounts included in Gross Non-Fuel
Revenues.


1.46  “Gross
Non-Fuel Revenues”  shall mean, with respect to any Property, for
each Fiscal Year during the Term, all revenues and receipts (determined on an
accrual basis and in all material respects in accordance with GAAP) of every
kind derived from renting, using and/or operating such Property and parts
thereof, including, but not limited to: 
all rents and revenues received or receivable for the use of or
otherwise by reason of all goods sold, services performed, space or facilities
subleased on such Property, or any portion thereof, including, without
limitation, any other arrangements with third parties relating to the
possession or use of any portion of such Property; and proceeds, if any, from
business interruption or other loss of income insurance; provided, however,
that Gross Non-Fuel Revenues shall not include the following:  allowances according to GAAP for
uncollectible accounts, including credit card accounts and other administrative
discounts; federal, state or municipal excise, sales, use, occupancy or similar
taxes included as part of the sales price of any goods or services; insurance
proceeds (other than proceeds from business interruption or other loss of
income insurance); Award proceeds (other than for a temporary Condemnation);
any proceeds from any sale of such Property or from the refinancing of any debt
encumbering such Property; proceeds from the disposition of furnishings,
fixture and equipment no longer necessary for the operation of the Travel
Center located thereon; any security deposits and other advance deposits, until
and unless the same are forfeited to Tenant or applied for the purpose for
which they were collected; interest income from any bank account or investment
of Tenant; and any amounts included in Gross Fuel Revenues; and further
provided that Gross Non-Fuel Revenues shall not include any amount based on the
income or profits of any Person if as a consequence thereof the Rent or other
amounts payable by Tenant hereunder would fail to qualify, in whole or in part,
as “rents from real property” within the meaning of Section 856(d) of the Code.


1.47  “Ground Leases”  shall mean, collectively, any and all ground
leases in effect with respect to any portion of the Leased Property.



 8
 









1.48  “Guarantor”  shall mean TA and each and every other
guarantor of Tenant’s obligations under this Agreement, and each such guarantor’s
successors and assigns, jointly and severally.


1.49  “Guaranty”  shall mean any guaranty agreement executed by
a Guarantor in favor of Landlord pursuant to which the payment or performance
of Tenant’s obligations under this Agreement are guaranteed, together with all
modifications, amendments and supplements thereto.


1.50  “Hazardous Substances”  shall mean any substance:


(a)           the presence of which requires or may
hereafter require notification, investigation or remediation under any
Applicable Law; or


(b)           which is or becomes defined as a “hazardous
waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant”
under any Applicable Law including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et
seq.) and the Resource Conservation and Recovery Act (42 U.S.C. Section
6901 et  seq.) and the regulations promulgated thereunder; or


(c)           which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
hazardous and is or becomes regulated by any Governmental Agencies; or


(d)           the presence of which on any
Property, or any portion thereof, causes or materially threatens to cause an
unlawful nuisance upon such Property, or any portion thereof, or to adjacent
properties or poses or materially threatens to pose a hazard to such Property,
or any portion thereof, or to the health or safety of persons; or


(e)           without limitation, which contains
gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic
compounds; or


(f)            without limitation, which contains
polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam
insulation; or


(g)           without limitation, which contains or
emits radioactive particles, waves or material.



 9
 









1.51  “Immediate
Family”  shall mean, with
respect 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 and
nieces.


1.52  “Impositions”  shall mean, collectively, all
taxes (including, without limitation, all taxes imposed under the laws of any
State, as such laws may be amended from time to time, and all ad valorem, sales
and use, occupancy, or similar taxes as the same relate to or are imposed upon
Landlord, Tenant or the business conducted upon the Leased Property),
assessments (including, without limitation, all assessments for public
improvements or benefit, whether or not commenced or completed prior to the
date hereof), water, sewer or other rents and charges, excises, tax levies, fees
(including, without limitation, license, permit, inspection, authorization and
similar fees), and all other governmental charges, in each case whether general
or special, ordinary or extraordinary, foreseen or unforeseen, of every
character in respect of the Leased Property or the business conducted upon the
Leased Property by Tenant (including all interest and penalties thereon due to
any failure in payment by Tenant), which at any time prior to, during or in
respect of the Term hereof may be assessed or imposed on or in respect of or be
a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased
Property or any part thereof or any rent therefrom or any estate, right, title
or interest therein, or (c) any occupancy, operation, use or possession of, or
sales from, or activity conducted on, or in connection with the Leased Property
or the leasing or use of the Leased Property or any part thereof by Tenant; provided,
however, that nothing contained herein shall be construed to require
Tenant to pay and the term “Impositions” shall not include (i) any tax based on
net income imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any
transfer fee (but excluding any mortgage or similar tax payable in connection
with a Property Mortgage) or other tax imposed with respect to the sale,
exchange or other disposition by Landlord of the Leased Property or the
proceeds thereof, (iv) any single business, gross receipts tax, transaction
privilege, rent or similar taxes as the same relate to or are imposed upon
Landlord, (v) any interest or penalties imposed on Landlord as a result of the
failure of Landlord to file any return or report timely and in the form
prescribed by law or to pay any tax or imposition, except to the extent such
failure is a result of a breach by Tenant of its obligations pursuant to Section
3.1.3, (vi) any impositions imposed on Landlord that are a result of



 10
 









Landlord not being considered a “United
States person” as defined in Section 7701(a)(30) of the Code, (vii) any
impositions that are enacted or adopted by their express terms as a substitute
for any tax that would not have been payable by Tenant pursuant to the terms of
this Agreement or (viii) any impositions imposed as a result of a breach of
covenant or representation by Landlord in any agreement governing Landlord’s
conduct or operation or as a result of the negligence or willful misconduct of
Landlord.


1.53  “Indebtedness” 
shall mean (without duplication), (i) all obligations for
borrowed money, (ii) the maximum amount available to be drawn under all surety
bonds, letters of credit and bankers’ acceptances issued or created for the
account of Tenant and, without duplication, all unreimbursed drafts drawn
thereunder, (iii) all obligations to pay the deferred purchase price of
property or services, excluding trade payables incurred in the ordinary course
of business, but including all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by Tenant, (iv) all leases required, in accordance with GAAP, to be
recorded as capital leases on Tenant’s balance sheet, (v) the principal balance
outstanding and owing by Tenant under any synthetic lease, tax retention
operating lease or similar off-balance sheet financing product, and (vi) all
guaranties of or other liabilities with respect to the debt of another Person.


1.54  “Index”  shall mean the Consumer Price Index for Urban
Wage Earners and Clerical Workers, U.S., All Items, 1982-1984=100.  The Index is presently published by the
Bureau of Labor Statistics of the United States Department of Labor.  If publication of the Index ceases,
computations with respect to which the Index is to be applied shall be computed
on the basis of whatever index published by the United States Department of
Labor at that time is most nearly comparable. 
If the Index ceases to use 1982-84=100 as the basis of calculation, then
the Index shall be converted to the amount(s) that would have resulted had the
manner of calculating the Index in effect at the Commencement Date.


1.55  “Insurance
Requirements”  shall mean
all terms of any insurance policy required by this Agreement and all
requirements of the issuer of any such policy and all orders, rules and
regulations and any other requirements of the National Board of Fire
Underwriters (or any other body exercising similar



 11
 









functions) binding upon Landlord, Tenant, or
the Leased Property.


1.56  “Interest
Rate”  shall mean eight
and one half percent (8.5%) per annum.


1.57  “Land”  shall have the meaning given such
term in Section 2.1(a).


1.58  “Landlord”  shall have the meaning given such
term in the preambles to this Agreement and shall also include their respective
permitted successors and assigns.


1.59  “Landlord
Default”  shall have the
meaning given such term in Article 14.


1.60  “Landlord
Liens”  shall mean liens
on or against the Leased Property or any payment of Rent (a) which result from
any act of, or any claim against, Landlord or any owner of a direct or indirect
interest in the Leased Property (other than the lessor under any ground lease
affecting any portion of the Leased Property), or which result from any
violation by Landlord of any terms of this Agreement, or (b) which result from
liens in favor of any taxing authority by reason of any tax owed by Landlord or
any fee owner of a direct or indirect interest in the Leased Property (other
than the lessor under any ground lease affecting any portion of the Leased
Property); provided, however, that “Landlord Lien” shall
not include any lien resulting from any tax for which Tenant is obligated to
pay or indemnify Landlord against until such time as Tenant shall have already
paid to or on behalf of Landlord the tax or the required indemnity with respect
to the same.


1.61  “Lease
Year”  shall mean any
Fiscal Year or portion thereof during the Term.


1.62  “Leased
Improvements”  shall have
the meaning given such term in Section 2.1(b).


1.63  “Leased
Intangible Property”  shall mean all transferable or assignable
agreements, service contracts, equipment leases and other arrangements or
agreements affecting the ownership of Leased Property; all books, records and
files relating to the leasing or ownership of the Leased Property, or any
portion thereof; all transferable or assignable permits, certificates of
occupancy, operating permits, sign permits, development rights and approvals,
certificates, licenses, warranties and guarantees, rights to deposits and
telephone



 12
 









exchange numbers identified
with the ownership of the Leased Property; and all other transferable
intangible property, miscellaneous rights, benefits and privileges of any kind
or character with respect to the ownership of the Leased Property.


1.64  “Leased
Property”  shall have the meaning given
such term in Section 2.1.


1.65  “Legal
Requirements”  shall mean
all federal, state, county, municipal and other governmental statutes, laws,
rules, orders, regulations, ordinances, judgments, decrees and injunctions
affecting the Leased Property or the maintenance, construction, alteration or
operation thereof, whether now or hereafter enacted or in existence, including,
without limitation, (a) all permits, licenses, authorizations and regulations
necessary to operate any Property for its Permitted Use, and (b) all covenants,
agreements, restrictions and encumbrances contained in any instruments at any
time in force affecting any Property, including those which may (i) require
material repairs, modifications or alterations in or to any Property or (ii) in
any way materially and adversely affect the use and enjoyment thereof, but
excluding any requirements arising as a result of Landlord’s status as a real
estate investment trust.


1.66  “Lien”  shall mean any mortgage, security
interest, pledge, collateral assignment, or other encumbrance, lien or charge
of any kind, or any transfer of property or assets for the purpose of
subjecting the same to the payment of Indebtedness or performance of any other
obligation in priority to payment of general creditors.


1.67  “Minimum
Rent”  shall mean Sixty-Two
Million Two Hundred Twenty-Five Thousand and 00/100 Dollars ($62,225,000.00)
per annum; subject, in each case, to adjustment as provided in Section
3.1.1(b).


1.68  “Notice”  shall mean a notice given in
accordance with Section 23.10.


1.69  “Officer’s
Certificate”  shall mean a
certificate signed by an officer or other duly authorized individual of the
certifying Entity duly authorized by the board of directors or other governing
body of the certifying Entity.


1.70  “Overdue
Rate”  shall mean, on any
date, a per annum rate of interest equal to the lesser of the Disbursement Rate



 13
 









plus four percent (4%) and the maximum rate
then permitted under applicable law.


1.71  “Parent”  shall mean, with respect to any
Person, any Person which owns directly, or indirectly through one or more
Subsidiaries or Affiliated Persons, twenty percent (20%) or more of the voting
or beneficial interest in, or otherwise has the right or power (whether by
contract, through ownership of securities or otherwise) to control, such Person.


1.72  “Permitted
Encumbrances”  shall mean,
with respect to any Property, all rights, restrictions, and easements of record
set forth on Schedule B to the applicable owner’s or leasehold title insurance
policy issued to Landlord with respect to such Property, plus any other
encumbrances as may have been granted or caused by Landlord or otherwise
consented to in writing by Landlord from time to time.


1.73  “Permitted
Liens”  shall mean any
Liens granted in accordance with Section 21.8(a).


1.74  “Permitted
Use”  shall mean, with
respect to any Property, any use of such Property permitted pursuant to Section 4.1.1.


1.75  “Person”  shall mean any individual or
Entity, and the heirs, executors, administrators, legal representatives,
successors and assigns of such Person where the context so admits.


1.76  “Property”  shall have the meaning given such
term in Section 2.1.


1.77  “Property
Mortgage”  shall mean any
Encumbrance placed upon the Leased Property, or any portion thereof, in
accordance with Article 20.


1.78  “Property
Mortgagee”  shall mean the
holder of any Property Mortgage.


1.79  “Rent”  shall mean, collectively, the
Minimum Rent, Additional Rent and Additional Charges.


1.80  “SARA”  shall mean the Superfund Amendments and
Reauthorization Act of 1986, as the same has been and may be amended, restated,
modified or supplemented from time to time.



 14
 









1.81  “SEC”  shall mean the Securities and
Exchange Commission.


1.82  “State”  shall mean, with respect to any
Property, the state, commonwealth or district in which such Property is
located.


1.83  “Subordinated
Creditor”  shall mean any
creditor of Tenant which is a party to a Subordination Agreement in favor of
Landlord.


1.84  “Subordination
Agreement”  shall mean any
agreement (and any amendments thereto) executed by a Subordinated Creditor
pursuant to which the payment and performance of Tenant’s obligations to such
Subordinated Creditor are subordinated to the payment and performance of Tenant’s
obligations to Landlord under this Agreement.


1.85  “Subsidiary”  shall mean, with respect to any
Person, any Entity (a) in which such Person owns directly, or indirectly
through one or more Subsidiaries, twenty percent (20%) or more of the voting or
beneficial interest or (b) which such Person otherwise has the right or power
to control (whether by contract, through ownership of securities or otherwise).


1.86  “Successor
Landlord”  shall have the
meaning given such term in Section 20.2.


1.87  “Superior
Landlord”  shall have the
meaning given such term in Section 20.2.


1.88  “Superior
Lease”  shall have the
meaning given such term in Section 20.2.


1.89  “Superior
Mortgage”  shall have the
meaning given such term in Section 20.2.


1.90  “Superior
Mortgagee”  shall have the
meaning given such term in Section 20.2.


1.91  “TA”
 shall mean TravelCenters of America
LLC, a Delaware limited liability company, and its permitted successors and
assigns.


1.92  “Tenant”  shall have the meaning given such
term in the preambles to this Agreement and shall also include its permitted
successors and assigns.



 15















1.93  “Tenant’s
Personal Property”  shall
mean all motor vehicles and consumable inventory and supplies, furniture,
furnishings, movable walls and partitions, equipment and machinery and all
other tangible personal property of Tenant located at the Leased Property or
used in Tenant’s business at the Leased Property and all modifications,
replacements, alterations and additions to such personal property installed at
the expense of Tenant, other than any items included within the definition of
Fixtures.


1.94  “Term”  shall mean, collectively, the Fixed Term and
the Extended Terms, to the extent properly exercised pursuant to the provisions
of Section 2.4, unless sooner terminated pursuant to the provisions of
this Agreement.


1.95  “Travel
Center”  shall mean, with
respect to any Property, collectively, the hospitality, fuel and service
facilities located at such Property, including, hotel, food and beverage
services facilities, fuel pumps, facilities for the storage and distribution of
petroleum products, retail shops and other facilities and services being
operated or proposed to be operated on such Property.


1.96  “Unsuitable for Its
Permitted Use”  shall mean, with respect to any Travel
Center, a state or condition such that following any damage, destruction or
Condemnation, such Travel Center cannot be operated on a commercially
practicable basis for its Permitted Use and it cannot reasonably be expected to
be restored to substantially the same condition as existed immediately before
such damage, destruction or Condemnation, and as otherwise required by this
Agreement, within twenty-four (24) months following such damage, destruction or
Condemnation or such longer period of time as to which business interruption
insurance or Award proceeds is available to cover Rent and other costs related
to the applicable Property following such damage, destruction or Condemnation.


1.97  “Work”  shall have the meaning given such
term in Section 10.2.4.


ARTICLE 2


LEASED PROPERTY AND TERM


2.1  Leased
Property.  Upon and
subject to the terms and conditions hereinafter set forth, Landlord leases to
Tenant and Tenant leases from Landlord all of Landlord’s right, title and



 16
 









interest in and to all of the following (each
of items (a) through (f) below which, as of the Commencement Date, relates to
any single Travel Center, a “Property” and, collectively, the “Leased
Property”:


(a)           those certain tracts, pieces and
parcels of land, as more particularly described in Exhibits A-1 through A-40,
attached hereto and made a part hereof (the “Land”);


(b)           all buildings, structures and other
improvements of every kind including, but not limited to, underground storage
tanks, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and
lines (on-site and off-site), parking areas and roadways appurtenant to such
buildings and structures presently situated upon the Land (collectively, the “Leased
Improvements”);


(c)           all easements, rights and
appurtenances relating to the Land and the Leased Improvements;


(d)           all equipment, machinery and fixtures
integral to the operation of the Leased Improvements, and other items of
property now or hereafter permanently affixed or integral to or incorporated
into the Leased Improvements, including, without limitation, all retail fuel
pumps and piping connecting fuel storage tanks to such pumps, furnaces,
boilers, heaters, 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 and fire and theft protection equipment, all of which, to the
maximum extent permitted by law, are hereby deemed by the parties hereto to
constitute real estate, together with all replacements, modifications,
alterations and additions thereto, but specifically excluding all items
included within the category of Tenant’s Personal Property (collectively, the “Fixtures”);


(e)           all of the Leased Intangible
Property; and


(f)            any and all leases of space in the
Leased Improvements.


2.2  Condition
of Leased Property.  Tenant acknowledges receipt and delivery of
possession of the Leased Property and Tenant accepts the Leased Property in its
“as is” condition, subject to the rights of parties in possession, the existing
state of title, including all covenants, conditions, restrictions,
reservations, mineral leases, easements and other



 17
 









matters of record or that are visible or
apparent on the Leased  Property, all
applicable Legal Requirements, the lien of any financing instruments, mortgages
and deeds of trust existing prior to the Commencement Date or permitted by the
terms of this Agreement, and such other matters which would be disclosed by an
inspection of the Leased Property and the record title thereto or by an
accurate survey thereof.  TENANT
REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING
AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY
REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH
RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN
RESPECT OF THE CONDITION OF THE LEASED PROPERTY.  LANDLORD MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF,
EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR
PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,
LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY
TENANT.  To the maximum extent permitted
by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to
proceed against any predecessor in interest or insurer for breaches of
warranties or representations or for latent defects in the Leased
Property.  Landlord shall fully cooperate
with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s
name, all at Tenant’s sole cost and expense. 
Tenant shall indemnify, defend, and hold harmless Landlord from and
against any loss, cost, damage or liability (including reasonable attorneys’
fees) incurred by Landlord in connection with such cooperation.


2.3  Fixed
Term.  The initial term of
this Agreement (the “Fixed Term”) shall commence on the Commencement
Date and shall expire on June 30, 2024.


2.4  Extended
Terms.  Provided that no
Event of Default shall have occurred and be continuing, Tenant shall have the
right to extend the Term for two (2) consecutive renewal terms of fifteen (15)
years each (each, an “Extended Term,” and collectively, the “Extended
Terms”) with respect to all, but not less than all of the Properties.


Each Extended Term shall
commence on the day succeeding the expiration of the Fixed Term or the
preceding Extended Term, as the case may be. 
All of the terms, covenants and provisions of this Agreement shall apply
to each such Extended Term, except that (x) the Minimum Rent payable during
such Extended Term shall be the greater of the Prior Rent and the Fair Market
Value



 18
 









Rent for the Leased
Property (such Fair Market Value Rent to be determined by agreement of the parties
or, absent agreement, by an appraiser designated by Landlord) (taking into
account that the Base Year shall remain unchanged) and (y) Tenant shall have no
right to extend the Term beyond the expiration of the Extended Terms.  For purposes of this Section 2.4, “Prior
Rent” shall mean an amount equal to the per annum Minimum Rent in effect on
the last day of the Fixed Term or Extended Term immediately preceding such
Extended Term.  If Tenant shall elect to
exercise either of the aforesaid options, it shall do so by giving Landlord
Notice thereof not later than one (1) year prior to the scheduled expiration of
the then current Term of this Agreement (Fixed or Extended, as the case may
be), it being understood and agreed that time shall be of the essence with
respect to the giving of such Notice. 
Tenant may not exercise its option for more than one such Extended Term
at a time.  If Tenant shall fail to give
any such Notice timely, this Agreement shall automatically terminate at the end
of the Term then in effect and Tenant shall have no further option to extend
the Term of this Agreement.  If Tenant
shall give such Notice, the extension of this Agreement shall be automatically
effected without the execution of any additional documents; it being understood
and agreed, however, that Tenant and Landlord shall execute such documents and
agreements as either party shall reasonably require to evidence the same.


ARTICLE 3


RENT


3.1  Rent.
 Tenant shall pay, in lawful money of
the United States of America which shall be legal tender for the payment of
public and private debts, without offset, abatement, demand or deduction
(unless otherwise expressly provided in this Agreement), Minimum Rent and
Additional Rent to Landlord and Additional Charges to the party to whom such
Additional Charges are payable, during the Term.  All payments to Landlord shall be made by
wire transfer of immediately available federal funds or by other means
acceptable to Landlord in its sole discretion. 
Rent for any partial calendar month shall be prorated on a per diem
basis.


3.1.1  Minimum
Rent.


(a)           Payments.  Minimum Rent shall be paid in equal monthly
installments in arrears on the first Business Day



 19
 









of each calendar month during the Term for the preceding calendar
month.


(b)           Adjustments of Minimum Rent Following Disbursements
Under Sections 5.1.2(b), 10.2.3 and 11.2.  Effective on the date of each disbursement to
pay for the cost of any repairs, maintenance, renovations, improvements or
replacements pursuant to Sections 5.1.2(b), 10.2.3 or 11.2, the annual
Minimum Rent shall be increased by a per  annum amount equal to
the Disbursement Rate times the amount so disbursed.


3.1.2  Additional
Rent.


(a)           Amount.  Tenant shall pay additional rent (“Additional
Rent”) with respect to each Lease Year during the Term subsequent to the
Base Year, with respect to each Property, in an amount equal to the sum of (x)
three-tenths of one percent (0.3%) of Excess Fuel Gross Revenues at such
Property and
(y) three percent (3%) of Excess Non-Fuel Gross Revenues at such Property; provided, however, that in no Lease Year shall Tenant be obligated to
pay an aggregate amount on account of Excess Fuel Gross Revenues at the Leased
Property in excess of the Fuel Sales Cap.


(b)           Quarterly Installments.  Installments of Additional Rent for each Lease
Year during the Term, or portion thereof, shall be calculated and paid
quarterly in arrears, on the first Business Day of the subsequent quarter,
together with an Officer’s Certificate setting forth the calculation of
Additional Rent due and payable for such quarter.


(c)           Reconciliation of Additional Rent.  In addition, within seventy-five (75) days
after the end of the Base Year and each Lease Year thereafter (or any portion
thereof occurring during the Term), Tenant shall deliver, or cause to be
delivered, to Landlord (i) a financial report setting forth the Gross Fuel
Revenues and Gross Non-Fuel Revenues for each Property for such preceding Lease
Year, or portion thereof, together with an Officer’s Certificate from Tenant’s
chief financial or accounting officer certifying that such report is true and
correct, (ii) if requested and reasonably required by Landlord, an audit of
Gross Fuel Revenues and Gross Non-Fuel Revenues prepared by a firm of
independent certified public accountants proposed by Tenant and approved by
Landlord (which approval shall not be



 20
 









unreasonably withheld, delayed or conditioned), and (iii) a statement
showing Tenant’s calculation of Additional Rent due for such preceding Lease
Year based on the Gross Fuel Revenues and Gross Non-Fuel Revenues set forth in
such financial report, together with an Officer’s Certificate from Tenant’s
chief financial or accounting officer certifying that such statement is true
and correct.


If the annual
Additional Rent for such preceding Lease Year as set forth in Tenant’s
statement thereof exceeds the amount previously paid with respect thereto by
Tenant, Tenant shall pay such excess to Landlord at such time as the statement
is delivered, together with interest at the Interest Rate, which interest shall
accrue from the close of such preceding Lease Year until the date that such
statement is required to be delivered and, thereafter, such interest shall
accrue at the Overdue Rate, until the amount of such difference shall be paid
or otherwise discharged.  If the annual
Additional Rent for such preceding Lease Year as shown in such statement is
less than the amount previously paid with respect thereto by Tenant, Landlord
shall promptly refund such amount to Tenant, provided no Event of Default has
occurred and is continuing.


(d)           Confirmation of Additional Rent.  Tenant shall utilize, or cause to be utilized,
an accounting system for the Leased Property in accordance with its usual and
customary practices and in all material respects in accordance with GAAP, which
will accurately record all Gross Fuel Revenues and all Gross Non-Fuel Revenues
and Tenant shall retain, for at least three (3) years after the expiration of
each Lease Year, reasonably adequate records conforming to such accounting
system showing all Gross Fuel Revenues and Gross Non-Fuel Revenues for such
Lease Year.  Landlord, at its own
expense, shall have the right, exercisable by Notice to Tenant, by its
accountants or representatives, to audit the information set forth in the
Officer’s Certificate referred to in subparagraph (c) above and, in connection
with any such audit, to examine Tenant’s books and records with respect thereto
(including supporting data and sales and excise tax returns).  Landlord shall begin such audit as soon as
reasonably possible following its receipt of the applicable Officer’s
Certificate and shall complete such audit as soon as reasonably possible
thereafter.  All such audits shall be
performed at the location where such books and records are customarily kept and
in such a manner so as to minimize any



 21
 









interference with Tenant’s business operations.  If any such audit discloses a deficiency in
the payment of Additional Rent and, either Tenant agrees with the result of
such audit or the matter is otherwise determined, Tenant shall forthwith pay to
Landlord the amount of the deficiency, as finally agreed or determined,
together with interest at the Interest Rate, from the date such payment should
have been made to the date of payment thereof. 
If any such audit discloses that Tenant paid more Additional Rent for
any Lease Year than was due hereunder, and either Landlord agrees with the
result of such audit or the matter is otherwise determined, Landlord shall, at
Landlord’s option, either grant Tenant a credit or pay to Tenant an amount
equal to the amount of such overpayment against Additional Rent next coming due
in the amount of such difference, as finally agreed or determined, together
with interest at the Interest Rate, which interest shall accrue from the time
of payment by Tenant until the date such credit is applied or paid, as the case
may be; provided, however, that, upon the expiration or sooner
termination of the Term, Landlord shall pay the unapplied balance of such
credit to Tenant, together with interest at the Interest Rate, which interest
shall accrue from the date of payment by Tenant until the date of payment from
Landlord.  Any dispute concerning the
correctness of an audit shall be settled by arbitration pursuant to the
provisions of Article 22.


Any proprietary
information obtained by Landlord with respect to Tenant pursuant to the
provisions of this Agreement shall be treated as confidential, except that such
information may be disclosed or used, subject to appropriate confidentiality safeguards,
pursuant to court order or in any litigation between the parties and except
further that Landlord may disclose such information to its prospective lenders,
provided that Landlord shall direct such lenders to maintain such information
as confidential.  The obligations of
Tenant and Landlord contained in this Section 3.1.2 shall survive the
expiration or earlier termination of this Agreement.


3.1.3  Additional
Charges.  In addition to
the Minimum Rent and Additional Rent payable hereunder, Tenant shall pay (or
cause to be paid) to the appropriate parties and discharge (or cause to be
discharged) as and when due and payable the following (collectively, “Additional
Charges”):



 22
 









(a)           Impositions.  Subject to Article 8 relating to
permitted contests, Tenant shall pay, or cause to be paid, all Impositions
before any fine, penalty, interest or cost (other than any opportunity cost as
a result of a failure to take advantage of any discount for early payment) may
be added for non-payment, such payments to be made directly to the taxing
authorities where feasible, and shall promptly, upon request, furnish to
Landlord copies of official receipts or other reasonably satisfactory proof
evidencing such payments.  If any such Imposition
may, at the option of the taxpayer, lawfully be paid in installments (whether
or not interest shall accrue on the unpaid balance of such Imposition), Tenant
may exercise the option to pay the same (and any accrued interest on the unpaid
balance of such Imposition) in installments and, in such event, shall pay, or
cause to pay, such installments during the Term as the same become due and
before any fine, penalty, premium, further interest or cost may be added
thereto.  Landlord, at its expense, shall,
to the extent required or permitted by Applicable Law, prepare and file, or
cause to be prepared and filed, all tax returns and pay all taxes due in
respect of Landlord’s net income, gross receipts, sales and use, single
business, transaction privilege, rent, ad valorem, franchise taxes and taxes on
its capital stock or other equity interests, and Tenant, at its expense, shall,
to the extent required or permitted by Applicable Laws and regulations, prepare
and file all other tax returns and reports in respect of any Imposition as may
be required by Government Agencies.  If
any refund shall be due from any taxing authority in respect of any Imposition
paid by or on behalf of Tenant, the same shall be paid over to or retained by
Tenant.  Landlord and Tenant shall, upon
request of the other, provide such data as is maintained by the party to whom
the request is made with respect to the Leased Property as may be necessary to
prepare any required returns and reports. 
In the event Government Agencies classify any property covered by this
Agreement as personal property, Tenant shall file, or cause to be filed, all
personal property tax returns in such jurisdictions where it may legally so
file.  Each party shall, to the extent it
possesses the same, provide the other, upon request, with cost and depreciation
records necessary for filing returns for any property so classified as personal
property.  Where Landlord is legally
required to file personal property tax returns for property covered by this
Agreement, Landlord shall provide Tenant with copies of assessment notices in
sufficient time for Tenant to file a protest. 
All



 23
 









Impositions assessed against such personal property shall be
(irrespective of whether Landlord or Tenant shall file the relevant return)
paid by Tenant not later than the last date on which the same may be made
without interest or penalty, subject to the provisions of Article 8.


Landlord shall
give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of
which Landlord at any time has knowledge; provided, however, that
Landlord’s failure to give any such notice shall in no way diminish Tenant’s
obligation hereunder to pay such Impositions.


(b)           Utility Charges.  Tenant shall pay or cause to be paid all
charges for electricity, power, gas, oil, water and other utilities used in
connection with the Leased Property.


(c)           Insurance Premiums.  Tenant shall pay or cause to be paid all
premiums for the insurance coverage required to be maintained pursuant to Article
9.


(d)           Other Charges.  Tenant shall pay or cause to be paid all other
amounts, liabilities and obligations, including, without limitation, all
amounts payable under any equipment leases and all agreements to indemnify
Landlord under Section 9.5.


(e)           Reimbursement for Additional Charges.  If Tenant pays or causes to be paid property
taxes or similar or other Additional Charges attributable to periods after the
end of the Term, whether upon expiration or sooner termination of this
Agreement, Tenant may, within a reasonable time after the end of the Term,
provide Notice to Landlord of its estimate of such amounts.  Landlord shall promptly reimburse Tenant for
all payments of such taxes and other similar Additional Charges that are
attributable to any period after the Term of this Agreement.


3.2  Late
Payment of Rent, Etc.  If
any installment of Minimum Rent, Additional Rent or Additional Charges (but
only as to those Additional Charges which are payable directly to Landlord)
shall not be paid by the due date, Tenant shall pay Landlord, on demand, as
Additional Charges, a late charge (to the extent permitted by law) computed at
the Overdue Rate on the amount of such installment, from the due date of such



 24
 









installment to the date of payment thereof.
To the extent that Tenant pays any Additional Charges directly to Landlord or
any Property Mortgagee pursuant to any requirement of this Agreement, Tenant
shall be relieved of its obligation to pay such Additional Charges to the
Entity to which they would otherwise be due. 
If any payments due from Landlord to Tenant shall not be paid within ten
(10) days after its due date, Landlord shall pay to Tenant, on demand, a late
charge (to the extent permitted by law) computed at the Overdue Rate on the
amount of such installment from the due date of such installment to the date of
payment thereof.


In the event of any
failure by Tenant to pay any Additional Charges when due, Tenant shall promptly
pay and discharge, as Additional Charges, every fine, penalty, interest and
cost which is added for non-payment or late payment of such items.  Landlord shall have all legal, equitable and
contractual rights, powers and remedies provided either in this Agreement or by
statute or otherwise in the case of non-payment of the Additional Charges as in
the case of non-payment of the Minimum Rent and Additional Rent.


3.3  Net
Lease, Etc.   The Rent
shall be absolutely net to Landlord so that this Agreement shall yield to
Landlord the full amount of the installments or amounts of the Rent throughout
the Term, subject to any other provisions of this Agreement which expressly
provide otherwise, including those provisions for adjustment or abatement of
such Rent.  Landlord and Tenant acknowledge and agree
that none of the Rent provided for under this Agreement is allocable to any
personal property included in the Leased Property.


3.4  No
Termination, Abatement, Etc.   Except as otherwise specifically provided in
this Agreement, each of Landlord and Tenant, to the maximum extent permitted by
law, shall remain bound by this Agreement in accordance with its terms and
shall not take any action without the consent of the other to modify, surrender
or terminate this Agreement.  In
addition, except as otherwise expressly provided in this Agreement, Tenant
shall not seek, or be entitled to, any abatement, deduction, deferment or
reduction of the Rent, or set-off against the Rent, nor shall the
respective obligations of Landlord and Tenant be otherwise affected by reason
of (a) any damage to or destruction of the Leased Property, or any portion
thereof, from whatever cause or any Condemnation; (b) the lawful or unlawful
prohibition of, or restriction upon, Tenant’s use of the Leased Property, or
any portion thereof, or the interference with such use by any Person



 25
 









or by reason of eviction by paramount title;
(c) any claim which Tenant may have against Landlord by reason of any default
(other than a monetary default) or breach of any warranty by Landlord under
this Agreement or any other agreement between Landlord and Tenant, or to which
Landlord and Tenant are parties; (d) any bankruptcy, insolvency,
reorganization, composition, readjustment, liquidation, dissolution, winding up
or other proceedings affecting Landlord or any assignee or transferee of
Landlord; or (e) for any other cause whether similar or dissimilar to any of the
foregoing (other than a monetary default by Landlord).  Except as otherwise specifically provided in
this Agreement, Tenant hereby waives all rights arising from any occurrence
whatsoever, which may now or hereafter be conferred upon it by law (a) to modify,
surrender or terminate this Agreement or quit or surrender the Leased Property,
or any portion thereof, or (b) which would entitle Tenant to any abatement,
reduction, suspension or deferment of the Rent or other sums payable or other
obligations to be performed by Tenant hereunder.  The obligations of Tenant hereunder shall be
separate and independent covenants and agreements, and the Rent and all other
sums payable by Tenant hereunder shall continue to be payable in all events
unless the obligations to pay the same shall be terminated pursuant to the
express provisions of this Agreement.


ARTICLE 4


USE OF THE LEASED PROPERTY


4.1  Permitted
Use.


4.1.1  Permitted
Use.


(a)           Tenant
shall, at all times during the Term, and at any other time that Tenant shall be
in possession of any Property, continuously use and operate, or cause to be
used and operated, such Property as a Travel Center, as currently operated, and
any uses incidental thereto.  Tenant
shall operate the Travel Centers under the names Travel Centers of America,
Goasis or Petro, or such other name as TA shall use for the travel center
locations operated by it and its Affiliated Persons.  Tenant shall not use (and shall not permit
any Person to use) any Property, or any portion thereof, for any other use
without the prior written consent of Landlord, which approval shall not be
unreasonably withheld, delayed or conditioned. 
No use shall be made or permitted to be made of any Property



 26
 









and no acts shall be done thereon which will cause the cancellation of
any insurance policy covering such Property or any part thereof (unless another
adequate policy is available) or which would constitute a default under any
ground lease affecting such Property, nor shall Tenant sell or otherwise
provide, or permit to be kept, used or sold in or about any Property any
article which may be prohibited by law or by the standard form of fire
insurance policies, or any other insurance policies required to be carried
hereunder, or fire underwriter’s regulations. 
Tenant shall, at its sole cost (except as expressly provided in Section
5.1.2(b)), comply or cause to be complied with all Insurance
Requirements.  Tenant shall not take or
omit to take, or permit to be taken or omitted to be taken, any action, the
taking or omission of which materially impairs the value or the usefulness of
any Property or any part thereof for its Permitted Use.


(b)           In
the event that, in the reasonable determination of Tenant, it shall no longer
be economically practical to operate any Property as currently operated,  Tenant shall give Landlord Notice thereof,
which Notice shall set forth in reasonable detail the reasons therefor.  Thereafter, Landlord and Tenant shall
negotiate in good faith to agree on an alternative use for such Property,
appropriate adjustments to the Additional Rent and other related matters; provided,
however, in no event shall the Minimum Rent be reduced or abated as a
result thereof.  If Landlord and Tenant
fail to agree on an alternative use for such Property within sixty (60) days
after commencing negotiations as aforesaid, Tenant may market such Property for
sale to a third party.  If Tenant
receives a bona fide offer (an “Offer”) to purchase such Property from a
Person having the financial capacity to implement the terms of such Offer,
Tenant shall give Landlord Notice thereof, which Notice shall include a copy of
the Offer executed by such third party. 
In the event that Landlord shall fail to accept or reject such Offer
within thirty (30) days after receipt of such Notice, such Offer shall be
deemed to be rejected by Landlord.  If
Landlord shall sell the Property pursuant to such Offer, then, effective as of
the date of such sale, this



 27
 









Agreement shall terminate with respect to such Property, and the
Minimum Rent shall be reduced by an amount equal to eight and one half percent
(8.5%) of the net proceeds of sale received by Landlord.  If Landlord shall reject (or be deemed to
have rejected) such Offer, then, effective as of the proposed date of such
sale, this Agreement shall terminate with respect to such Property, and the
Minimum Rent shall be reduced by an amount equal to eight and one half percent
(8.5%) of the projected net proceeds determined by reference to such Offer
(and, at Landlord’s request, Tenant shall cause TA (or its Affiliated Persons)
to enter into a franchise agreement on market terms with Landlord or Landlord’s
designee providing for the operation of such Property by Landlord or such
designee as a Travel Center under the TA brand at the Property).  Notwithstanding the foregoing, Tenant shall
not have the right to invoke the provisions of this Section 4.1.1(b)
with respect to more than five(5) Properties during the Term.


4.1.2  Necessary
Approvals.  Tenant shall
proceed with all due diligence and exercise reasonable efforts to obtain and
maintain, or cause to be obtained and maintained, all approvals necessary to
use and operate, for its Permitted Use, each Property and the Travel Center
located thereon under applicable law.


4.1.3  Lawful
Use, Etc.   Tenant shall
not, and shall not permit any Person to, use or suffer or permit the use of any
Property or Tenant’s Personal Property, if any, for any unlawful purpose.  Tenant shall not, and shall not permit any
Person to, commit or suffer to be committed any waste on any Property, or in
any Travel Center, nor shall Tenant cause or permit any unlawful nuisance
thereon or therein.  Tenant shall not,
and shall not permit any Person to, suffer nor permit any Property, or any
portion thereof, to be used in such a manner as (i) may materially and
adversely impair Landlord’s title thereto or to any portion thereof, or (ii)
may reasonably allow a claim or claims for adverse usage or adverse possession
by the public, as such, or of implied dedication of such Property, or any portion
thereof.


4.2  Compliance
with Legal/Insurance Requirements, Etc.   Subject to the provisions of Section
5.1.2(b) and Article 8, Tenant, at its sole expense, shall (i)
comply with (or cause to be complied with) all material Legal Requirements and
Insurance Requirements in respect of the use, operation, maintenance, repair,
alteration and restoration of any Property and with the terms and conditions of
any ground lease affecting any Property, and (ii) procure, maintain and comply
with (or cause to be procured, maintained and complied with) all material
licenses, permits and other authorizations and agreements required for any use
of any Property and Tenant’s Personal Property, if any, then



 28
 









being made, and for the proper erection,
installation, operation and maintenance of the Leased Property or any part
thereof.


4.3  Environmental
Matters.


4.3.1  Restriction
on Use, Etc.   During the
Term and any other time that Tenant shall be in possession of any Property,
Tenant shall not, and shall not permit any Person to, store on, release or
spill upon, dispose of or transfer to or from such Property any Hazardous
Substance, except in compliance with all Applicable Laws.  During the Term and any other time that
Tenant shall be in possession of any Property, Tenant shall maintain (or shall
cause to be maintained) such Property at all times free of any Hazardous
Substance (except in compliance with all Applicable Laws).  Tenant shall promptly: (a) upon receipt of
notice or knowledge, notify Landlord in writing of any material change in the
nature or extent of Hazardous Substances at any Property, (b) transmit to
Landlord a copy of any report which is required to be filed by Tenant with
respect to any Property pursuant to SARA Title III or any other Applicable Law,
(c) transmit to Landlord copies of any citations, orders, notices or other
governmental communications received by Tenant or its agents or representatives
with respect to Hazardous Substances or violations or alleged violations of
Applicable Law (each an “Environmental Notice”), which Environmental
Notice requires a written response or any action to be taken and/or if such
Environmental Notice gives notice of and/or presents a material risk of any
material violation of any Applicable Law and/or presents a material risk of any
material cost, expense, loss or damage (an “Environmental Obligation”),
(d) observe and comply with (or cause to be observed and complied with) all
Applicable Laws relating to the use, storage, maintenance and disposal of
Hazardous Substances and all orders or directives from any official, court or
agency of competent jurisdiction relating to the use, storage or maintenance,
or requiring the removal, treatment, containment or other disposition of
Hazardous Substances, and (e) pay or otherwise dispose (or cause to be paid or
otherwise disposed) of any fine, charge or Imposition related to Hazardous
Substances or violations of Applicable Law for which Tenant or any Person
claiming by, through or under Tenant and/or Landlord are legally liable, unless
Tenant shall contest the same in good faith and by appropriate proceedings and
the right to use and the value of any of the Leased Property is not materially
and adversely affected thereby.



 29















If, at any time prior to
the termination of this Agreement, Hazardous Substances (other than those
maintained in accordance with Applicable Laws) are discovered on any Property,
subject to Tenant’s right to contest the same in accordance with Article 8,
Tenant shall take (and shall cause to be taken) all actions and incur any and
all expenses, as are required by any Government Agency and by Applicable Law,
(i) to clean up and remove from and about such Property all Hazardous
Substances thereon, (ii) to contain and prevent any further discharge, release
or threat of discharge or release of Hazardous Substances on or about such
Property and (iii) to use good faith efforts to eliminate any further
discharge, release or threat of discharge or release of Hazardous Substances on
or about such Property.


4.3.2  Environmental
Report.  Tenant shall, at
its sole cost and expense, provide Landlord with an Environmental Report (as
hereinafter defined), prepared by an environmental consultant reasonably
acceptable to Landlord and dated within sixty (60) days of the expiration or
sooner termination of this Agreement concluding, subject to customary
limitations and standards, that Tenant shall have complied with all of its
obligations under Section 4.3 of this Agreement to date and that the
Leased Property does not contain any Hazardous Substances, other than in
compliance with Applicable Laws, and which, at Landlord’s request, Tenant shall
remove from the Leased Property on or before the expiration or sooner
termination hereof.  An “Environmental
Report” shall be a so-called “Phase I” report or such other level of
investigation which shall be the standard of diligence in the purchase or lease
of similar property at the time, together with any additional investigation and
report which would be needed to make the conclusions required above or which
would customarily follow any discovery contained in any initial report(s), and
for which the investigation and testing on which the conclusions shall have
been based shall have been performed not earlier than thirty (30) days prior to
the date of such report.


4.3.3  Underground
Storage Tanks.  It is
expressly understood and agreed that Tenant’s obligations under this Agreement
shall include the maintenance and, if necessary, replacement of underground
storage tanks at the Leased Property. 
Upon the expiration or sooner termination of this Agreement, Tenant
shall pay to Landlord the amount of any Asset Retirement Obligation Reserve on
Tenant’s books and records pursuant to GAAP for underground storage tanks
located at the Leased Property.  Upon
such payment, Tenant’s obligations under this



 30
 









Agreement with respect to the
maintenance and replacement of underground storage tanks shall terminate.


4.3.4  Survival.
 The provisions of this Section
4.3 shall survive the expiration or sooner termination of this Agreement.


4.4  Ground
Leases.  Tenant shall pay
and perform all of Landlord’s obligations as tenant under the Ground
Leases.  If Landlord has the right, under
the provisions of any of the Ground Leases, to elect to renew or extend the
term of such Ground Leases or to purchase the ground leased property, Tenant
shall so notify Landlord at least one hundred eighty (180) days (but no more
than one (1) year) prior to the expiration of the period within which Landlord
is obligated to notify the landlord under such Ground Leases of its election to
renew, extend or purchase, as the case may be. 
Such notice from Tenant shall contain all of the relevant facts about
the impending election to renew, extend or purchase, including, as applicable,
the length of the period of renewal, the rental rate and/or the purchase
price.  In the event of the expiration or
termination of any Ground Lease, this Agreement shall terminate with respect to
such Property as of the date of such expiration or termination; provided,
however, in such event, there shall be no reduction in the Minimum
Rent.  Upon Landlord’s request following
receipt of any required consent thereto, Tenant shall, in consideration of one
dollar in each case, assign to Landlord Tenant’s leasehold interest in property
adjacent to the West Memphis, Arkansas Property and the York, Nebraska
Property, whereupon such leasehold interests so assigned shall become part of
the Leased Property and each lease thereof shall be a Ground Lease.


ARTICLE 5


MAINTENANCE AND REPAIRS


5.1  Maintenance
and Repair.


5.1.1  Tenant’s
General Obligations.


(a)          Tenant shall keep (or
cause to be kept), at Tenant’s sole cost and expense, the Leased Property and
all private roadways, sidewalks and curbs appurtenant thereto (and Tenant’s
Personal Property) in good order and repair, reasonable wear and tear excepted
(whether or not the need for such repairs occurs as a result of Tenant’s use,
any



 31
 









prior
use, the elements or the age of the Leased Property or Tenant’s Personal
Property or any portion thereof), and shall promptly make or cause to be made
all necessary and appropriate repairs and replacements thereto of every kind
and nature, whether interior or exterior, structural or nonstructural, ordinary
or extraordinary, foreseen or unforeseen or arising by reason of a condition
existing prior to the commencement of the Term (concealed or otherwise).  All repairs shall be made in a good,
workmanlike manner, consistent with industry standards for comparable Travel
Centers in like locales, in accordance with all applicable federal, state and
local statutes, ordinances, codes, rules and regulations relating to any such
work.  Tenant shall not take or omit to
take (or permit any Person to take or omit to take) any action, the taking or
omission of which would materially and adversely impair the value or the
usefulness of the Leased Property or any material part thereof for its
Permitted Use.  Tenant’s use, occupancy
and maintenance of the Leased Property shall comply with all published
requirements imposed from time to time on a system-wide basis for TA Travel
Centers.  Tenant’s obligations under this
Section 5.1.1 shall be limited in the event of any casualty or
Condemnation as set forth in Article 10 and Article 11 and Tenant’s
obligations with respect to Hazardous Substances are as set forth in Section
4.3.


(b)          Tenant shall prepare
and submit to Landlord for Landlord’s approval, on or before December 1 of each
Lease Year during the Term hereof and for the next following Lease Year, a
detailed budget (the “Capital Replacements Budget”) for each Property,
projecting all costs, expenses and expenditures expected to be incurred at such
Property during the following Lease Year for Capital Additions.  Each Capital Replacements Budget shall be
supplemented by such information as Landlord shall reasonably request from time
to time.


5.1.2  Landlord’s
Obligations.


(a)           Except
as otherwise expressly provided in this Agreement, Landlord shall not, under
any circumstances, be required to build or rebuild any improvement on the
Leased Property, or to make any repairs, replacements, alterations,
restorations or renewals of any nature or description to the Leased Property,
whether ordinary or extraordinary, structural or nonstructural, foreseen or



 32
 









unforeseen, or to make any expenditure whatsoever with respect thereto,
or to maintain the Leased Property in any way. 
Except as otherwise expressly provided in this Agreement, Tenant hereby
waives, to the maximum extent permitted by law, the right to make repairs at
the expense of Landlord pursuant to any law in effect on the Commencement Date
or thereafter.  Landlord shall have the
right to give, record and post, as appropriate, notices of nonresponsibility
under any mechanic’s lien laws now or hereafter existing.


(b)           If,
pursuant to the terms of this Agreement, Tenant is required to make any Capital
Expenditures, including, without limitation, the Capital Expenditures
identified in any Capital Replacements Budget, Tenant may, at its election,
advance such funds or give Landlord Notice thereof, which Notice shall set
forth, in reasonable detail, the nature of the required Capital Expenditure,
the estimated cost thereof and such other information with respect thereto as Landlord
may reasonably require.  Provided that no
Event of Default shall have occurred and be continuing and Tenant shall
otherwise comply with the applicable provisions of Article 6, Landlord
shall, within ten (10) Business Days after such Notice, subject to and in
accordance with the applicable provisions of Article 6, disburse such
required funds to Tenant (or, if Tenant shall so elect, directly to any other
Person performing the required work) and, upon such disbursement, the Minimum
Rent shall be adjusted as provided in Section 3.1.1(b).  Notwithstanding the foregoing, Landlord may
elect not to disburse such required funds to Tenant; provided, however, that if
Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s
obligation to make such required Capital Expenditure shall be deemed waived by
Landlord, and, notwithstanding anything contained in this Agreement to the
contrary, Tenant shall have no obligation to make such Capital Expenditure.


5.1.3  Nonresponsibility
of Landlord, Etc.   All
materialmen, contractors, artisans, mechanics and laborers and other persons
contracting with Tenant with respect to the Leased Property, or any part
thereof, are hereby charged with notice that liens on the Leased Property or on
Landlord’s interest therein are expressly prohibited and that they must look
solely to Tenant to secure payment for any work done or material furnished to
Tenant or for any other purpose during the term of this Agreement.



 33
 









Nothing contained in this
Agreement shall be deemed or construed in any way as constituting the consent
or request of Landlord, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialmen for the performance of any
labor or the furnishing of any materials for any alteration, addition,
improvement or repair to the Leased Property or any part thereof or as giving
Tenant any right, power or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to the
filing of any lien against the Leased Property or any part thereof nor to
subject Landlord’s estate in the Leased Property or any part thereof to
liability under any mechanic’s lien law of any State in any way, it being
expressly understood Landlord’s estate shall not be subject to any such
liability.


5.2  Tenant’s
Personal Property.  Tenant
shall provide and maintain (or cause to be provided and maintained) throughout
the Term all such Tenant’s Personal Property as shall be necessary in order to
operate in compliance with applicable material Legal Requirements and Insurance
Requirements and otherwise in accordance with customary practice in the
industry for the Permitted Use.


5.3  Yield Up.
 Upon the expiration or sooner
termination of this Agreement, Tenant shall remove all of Tenant’s Personal
Property (other than that purchased by Landlord pursuant to Article 15)
and vacate and surrender the Leased Property to Landlord in substantially the
same condition in which the Leased Property was in on the Commencement Date,
except as repaired, rebuilt, restored, altered or added to as permitted or
required by the provisions of this Agreement, reasonable wear and tear excepted
(and casualty damage and Condemnation, in the event that this Agreement is
terminated following a casualty or Condemnation in accordance with Article
10 or Article 11, excepted).


In
addition, upon the expiration or earlier termination of this Agreement, Tenant
shall, at Landlord’s sole cost and expense, use its good faith efforts to
transfer and/or assign (or cause to be transferred or assigned) to Landlord or
Landlord’s nominee, and to cooperate with Landlord or Landlord’s nominee in
connection with, the processing of all applications for licenses, operating
permits and other governmental authorizations and all contracts, including
contracts with governmental or quasi-governmental entities, which may be
necessary for the use and operation of the Travel Centers as then
operated.  If requested by Landlord, Tenant shall continue



 34
 









to manage one or more of
the Travel Centers after the expiration of the Term for up to one hundred
eighty (180) days, on such reasonable terms (including receipt by Tenant of a
market management fee), as Landlord shall reasonably request.


ARTICLE 6


IMPROVEMENTS, ETC.


6.1  Improvements
to the Leased Property.  Tenant
shall not make, construct or install (or permit to be made, constructed or
installed) any Capital Additions without, in each instance, obtaining Landlord’s
prior written consent, which consent shall not be unreasonably withheld,
delayed or conditioned provided that (a) construction or installation of the
same would not adversely affect or violate any material Legal Requirement or
Insurance Requirement applicable to any Property and (b) Landlord shall have
received an Officer’s Certificate certifying as to the satisfaction of the
conditions set out in clause (a) above; provided, however, that
no such consent shall be required in the event immediate action is required to
prevent imminent harm to person or property.  Prior to commencing construction of any
Capital Addition, Tenant shall submit to Landlord, in writing, a proposal
setting forth, in reasonable detail, any such proposed improvement and shall
provide to Landlord such plans and specifications, and such permits, licenses,
contracts and such other information concerning the same as Landlord may
reasonably request.  Landlord shall have
thirty (30) days to review all materials submitted to Landlord in connection
with any such proposal.  Failure of
Landlord to respond to Tenant’s proposal within thirty (30) days after receipt
of all information and materials requested by Landlord in connection with the
proposed improvement shall be deemed to constitute approval of the same.  Without limiting the generality of the foregoing,
such proposal shall indicate the approximate projected cost of constructing
such proposed improvement and the use or uses to which it will be put.  No Capital Addition shall be made which would
tie in or connect any Leased Improvements with any other improvements on
property adjacent to any Property (and not part of the Land) including, without
limitation, tie-ins of buildings or other structures or utilities.  Except as permitted herein, Tenant shall not
finance the cost of any construction of such improvement by the granting of a
lien on or security interest in the Leased Property or such improvement, or
Tenant’s interest therein, without the prior written consent of Landlord, which
consent may be withheld by Landlord in Landlord’s sole discretion.  Any such improvements shall, upon



 35
 









the expiration or sooner termination of this
Agreement, remain or pass to and become the property of Landlord, free and
clear of all encumbrances other than Permitted Encumbrances.


6.2  Salvage.
 All materials which are scrapped or
removed in connection with the making of either Capital Additions or non-Capital
Additions or repairs required by Article 5 shall be or become the
property of the party that paid for such work.


ARTICLE 7


LIENS


Subject to Article 8,
Tenant shall use its best efforts not, directly or indirectly, to create or
allow to remain and shall promptly discharge (or cause to be discharged), at
its expense, any lien, encumbrance, attachment, title retention agreement or
claim upon the Leased Property, or any portion thereof, or Tenant’s leasehold
interest therein or any attachment, levy, claim or encumbrance in respect of
the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens and
other encumbrances which are consented to in writing by Landlord, (c) liens for
those taxes of Landlord which Tenant is not required to pay hereunder, (d)
subleases permitted by Article 16, (e) liens for Impositions or for sums
resulting from noncompliance with Legal Requirements so long as (i) the same
are not yet due and payable, or (ii) are being contested in accordance with Article
8, (f) liens of mechanics, laborers, materialmen, suppliers or vendors
incurred in the ordinary course of business that are not yet due and payable or
are for sums that are being contested in accordance with Article 8, (g)
any Property Mortgages or other liens which are the responsibility of Landlord
pursuant to the provisions of Article 20 and (h) Landlord Liens and any
other voluntary liens created by Landlord.


ARTICLE 8


PERMITTED CONTESTS


Tenant shall have the
right to contest the amount or validity of any Imposition, Legal Requirement,
Insurance Requirement, Environmental Obligation, lien, attachment, levy,
encumbrance, charge or claim (collectively, “Claims”) as to the Leased
Property, by appropriate legal proceedings, conducted in good faith and with
due diligence, provided that (a) the foregoing shall in no way be construed as
relieving, modifying



 36
 









or extending Tenant’s
obligation to pay (or cause to be paid) any Claims as finally determined, (b)
such contest shall not cause Landlord or Tenant to be in default under any
ground lease, mortgage or deed of trust encumbering the Leased Property, or any
portion thereof (Landlord agreeing that any such ground lease, mortgage or deed
of trust shall permit Tenant to exercise the rights granted pursuant to this Article
8) or any interest therein or result in or reasonably be expected to result
in a lien attaching to the Leased Property, or any portion thereof, (c) no part
of the Leased Property nor any Rent therefrom shall be in any immediate danger
of sale, forfeiture, attachment or loss, and (d) Tenant shall indemnify and
hold harmless Landlord from and against any cost, claim, damage, penalty or
reasonable expense, including reasonable attorneys’ fees, incurred by Landlord
in connection therewith or as a result thereof. 
Landlord agrees to join in any such proceedings if required legally to
prosecute such contest, provided that Landlord shall not thereby be subjected
to any liability therefor (including, without limitation, for the payment of
any costs or expenses in connection therewith) unless Tenant agrees by
agreement in form and substance reasonably satisfactory to Landlord, to assume
and indemnify Landlord with respect to the same.  Tenant shall be entitled to any refund of any
Claims and such charges and penalties or interest thereon which have been paid
by Tenant or paid by Landlord to the extent that Landlord has been fully
reimbursed by Tenant.  If Tenant shall
fail (x) to pay or cause to be paid any Claims when finally determined, (y) to
provide reasonable security therefor or (z) to prosecute or cause to be
prosecuted any such contest diligently and in good faith, Landlord may, upon
reasonable notice to Tenant (which notice shall not be required if Landlord
shall reasonably determine that the same is not practicable), pay such charges,
together with interest and penalties due with respect thereto, and Tenant shall
reimburse Landlord therefor, upon demand, as Additional Charges.


ARTICLE 9


INSURANCE AND INDEMNIFICATION


9.1  General
Insurance Requirements.  Tenant shall, at all times during the Term and
at any other time Tenant shall be in possession of any Property, or any portion
thereof, keep (or cause to be kept) such Property and all property located
therein or thereon, insured against the risks and in such amounts as shall be
commercially reasonable.  Tenant shall
prepare a proposal setting forth the insurance Tenant proposes to be



 37
 









maintained with respect to each Property
during the ensuing Lease Year, and shall submit such proposal to Landlord on or
before December 1st of the preceding Lease Year, for Landlord’s
review and approval, which approval shall not be unreasonably withheld, delayed
or conditioned.  In the event that Landlord
shall fail to respond within thirty (30) days after receipt of such proposal,
such proposal shall be deemed approved.


9.2  Waiver
of Subrogation.  Landlord
and Tenant agree that (insofar as and to the extent that such agreement may be
effective without invalidating or making it impossible to secure insurance
coverage from responsible insurance companies doing business in any State) with
respect to any property loss which is covered by insurance then being carried
by Landlord or Tenant, the party carrying such insurance and suffering said
loss releases the others of and from any and all claims with respect to such
loss; and they further agree that their respective insurance companies (and, if
Landlord or Tenant shall self insure in accordance with the terms hereof,
Landlord or Tenant, as the case may be) shall have no right of subrogation
against the other on account thereof, even though extra premium may result
therefrom.  In the event that any extra
premium is payable by Tenant as a result of this provision, Landlord shall not
be liable for reimbursement to Tenant for such extra premium.


9.3  Form
Satisfactory, Etc.   All
insurance policies and endorsements required pursuant to this Article 9
shall be fully paid for, nonassessable, and issued by reputable insurance
companies authorized to do business in the State and having a general policy
holder’s rating of no less than A in Best’s latest rating guide.  All property, business interruption,
liability and flood insurance policies with respect to each Property shall
include no deductible in excess of Five Hundred Thousand Dollars
($500,000).  At all times, all property,
business interruption, liability and flood insurance policies, with the
exception of worker’s compensation insurance coverage, shall name Landlord and
any Property Mortgagee as additional insureds, as their interests may
appear.  All loss adjustments shall be
payable as provided in Article 10, except that losses under liability
and worker’s compensation insurance policies shall be payable directly to the
party entitled thereto.  Tenant shall
cause all insurance premiums to be paid and shall deliver (or cause to be
delivered) policies or certificates thereof to Landlord prior to their
effective date (and, with respect to any renewal policy, prior to the
expiration of the existing policy).  All
such policies shall provide Landlord (and any Property



 38
 









Mortgagee if required by the same) thirty
(30) days prior written notice of any material change or cancellation of such
policy.  In the event Tenant shall fail
to effect (or cause to be effected) such insurance as herein required, to pay
(or cause to be paid) the premiums therefor or to deliver (or cause to be
delivered) such policies or certificates to Landlord or any Property Mortgagee
at the times required, Landlord shall have the right, upon Notice to Tenant,
but not the obligation, to acquire such insurance and pay the premiums
therefor, which amounts shall be payable to Landlord, upon demand, as
Additional Charges, together with interest accrued thereon at the Overdue Rate
from the date such payment is made until (but excluding) the date repaid.


9.4  No
Separate Insurance; Self-Insurance.  Tenant shall not take (or permit any Person to
take) out separate insurance, concurrent in form or contributing in the event
of loss with that required by this Article 9, or increase the amount of
any existing insurance by securing an additional policy or additional policies,
unless all parties having an insurable interest in the subject matter of such
insurance, including Landlord and all Property Mortgagees, are included therein
as additional insureds and the loss is payable under such insurance in the same
manner as losses are payable under this Agreement.  In the event Tenant shall take out any such
separate insurance or increase any of the amounts of the then existing
insurance, Tenant shall give Landlord prompt Notice thereof.  Tenant shall not self-insure (or permit any
Person to self-insure).


9.5  Indemnification
of Landlord.  Notwithstanding the existence of any insurance
provided for herein and without regard to the policy limits of any such
insurance, Tenant shall protect, indemnify and hold harmless Landlord for, from
and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and reasonable expenses (including, without limitation,
reasonable attorneys’ fees), to the maximum extent permitted by law, imposed
upon or incurred by or asserted against Landlord by reason of the following,
except to the extent caused by Landlord’s gross negligence or willful
misconduct:  (a) any accident or injury
to, or death of, persons or loss of or damage to property occurring on or about
any Property or portion thereof or adjoining sidewalks or rights of way during
the Term, (b) any past, present or future condition or use, misuse, non-use,
management, maintenance or repair by Tenant or anyone claiming under any of
them, of any Property or Tenant’s Personal Property, or any litigation,
proceeding or claim by governmental entities (other than Condemnation



 39
 









proceedings) or other third parties to which
Landlord is made a party or participant relating to any Property or portion
thereof or Tenant’s Personal Property or such use, misuse, non-use, condition,
management, maintenance, or repair thereof, including failure to perform
obligations under this Agreement, to which Landlord is made a party during the
Term, (c) any Impositions that are the obligations of Tenant to pay pursuant to
the applicable provisions of this Agreement, and (d) any failure on the part of
Tenant or anyone claiming under Tenant to perform or comply with any of the
terms of this Agreement.  Tenant, at its
expense, shall contest, resist and defend any such claim, action or proceeding
asserted or instituted against Landlord (and shall not be responsible for any
duplicative attorneys’ fees incurred by Landlord) or may compromise or
otherwise dispose of the same, with Landlord’s prior written consent (which
consent may not be unreasonably withheld, delayed or conditioned).  The obligations of Tenant under this Section
9.5 shall survive the termination of this Agreement.


ARTICLE 10


CASUALTY


10.1  Insurance
Proceeds.  Except as
provided in the last clause of this sentence, all proceeds payable by reason of
any loss or damage to any Property, or any portion thereof, and insured under
any policy of insurance required by Article 9 (other than the proceeds
of any business interruption insurance or insurance proceeds for Tenant’s
Personal Property) shall be paid directly to Landlord (subject to the
provisions of Section 10.2) and all loss adjustments with respect to
losses payable to Landlord shall require the prior written consent of Landlord,
which consent shall not be unreasonably withheld, delayed or conditioned; provided,
however, that, so long as no Event of Default shall have occurred and be
continuing, all such proceeds less than or equal to Two Hundred Fifty Thousand
Dollars ($250,000) shall be paid directly to Tenant and such losses may be
adjusted without Landlord’s consent.  If
Tenant is required to reconstruct or repair any Property as provided herein,
such proceeds shall be paid out by Landlord from time to time for the
reasonable costs of reconstruction or repair of such Property necessitated by
such damage or destruction, subject to and in accordance with the provisions of
Section 10.2.4.  Any excess
proceeds of insurance remaining after the completion of the restoration shall
be paid to Tenant.  In the event that the
provisions of Section 10.2.1 are applicable, the insurance



 40
 









proceeds shall be retained by the party
entitled thereto pursuant to Section 10.2.1.


10.2  Damage
or Destruction.


10.2.1  Damage or Destruction of
Leased Property.  If, during the Term, any Property shall be
totally or partially destroyed and the Travel Center located thereon is thereby
rendered Unsuitable for Its Permitted Use, either Landlord or Tenant may, by
the giving of Notice thereof to the other, terminate this Agreement with
respect to such affected Property, whereupon, this Agreement shall terminate with
respect to such affected Property, Landlord shall be entitled to retain the
insurance proceeds payable on account of such damage, Tenant shall pay to
Landlord the amount of any deductible under the insurance policies covering
such Travel Center, the amount of any uninsured loss and any difference between
the replacement cost of the affected Property and the casualty insurance
proceeds therefor, and the Minimum Rent shall be reduced by the sum of eight
and one-half percent (8.5%) of the total amount received by Landlord plus the
Fair Market Value of the Land, such Fair Market Value to be determined by
agreement of the parties or, absent agreement, an appraiser designated by
Landlord.


10.2.2  Partial
Damage or Destruction.  If, during the Term, any Property shall be
totally or partially destroyed but the Travel Center located thereon is not
rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section
10.2.3, promptly restore such Travel Center as provided in Section
10.2.4.


10.2.3  Insufficient
Insurance Proceeds.  If
the cost of the repair or restoration of the applicable Travel Center exceeds
the amount of insurance proceeds received by Landlord and Tenant pursuant to Section
9.1, Tenant shall give Landlord Notice thereof which notice shall set forth
in reasonable detail the nature of such deficiency and whether Tenant shall pay
and assume the amount of such deficiency (Tenant having no obligation to do so,
except that, if Tenant shall elect to make such funds available, the same shall
become an irrevocable obligation of Tenant pursuant to this Agreement).  In the event Tenant shall elect not to pay
and assume the amount of such deficiency, Landlord shall have the right (but
not the obligation), exercisable in Landlord’s sole discretion by Notice to
Tenant, given within sixty (60) days after Tenant’s notice of the deficiency,
to elect to make available for application to



 41
 









the cost of repair or
restoration the amount of such deficiency; provided, however, in
such event, upon any disbursement by Landlord thereof, the Minimum Rent shall
be adjusted as provided in Section 3.1.1(b).  In the event that neither Landlord nor Tenant
shall elect to make such deficiency available for restoration, either Landlord
or Tenant may terminate this Agreement with respect to the affected Property by
Notice to the other, whereupon, this Agreement shall so terminate and insurance
proceeds shall be distributed as provided in Section 10.2.1.  It is expressly understood and agreed,
however, that, notwithstanding anything in this Agreement to the contrary,
Tenant shall be strictly liable and solely responsible for the amount of any
deductible and shall, upon any insurable loss, pay over the amount of such
deductible to Landlord at the time and in the manner herein provided for
payment of the applicable proceeds to Landlord.


10.2.4  Disbursement
of Proceeds.  In the event
Tenant is required to restore any Property pursuant to Section 10.2 and
this Agreement is not terminated as to such Property pursuant to this Article
10, Tenant shall commence (or cause to be commenced) promptly and continue
diligently to perform (or cause to be performed) the repair and restoration of
such Property (hereinafter called the “Work”), so as to restore (or
cause to be restored) the applicable Property in material compliance with all
Legal Requirements and so that such Property shall be, to the extent
practicable, substantially equivalent in value and general utility to its
general utility and value immediately prior to such damage or destruction.  Subject to the terms hereof, Landlord shall
advance the insurance proceeds and any additional amounts payable by Landlord
pursuant to Section 10.2.3 or otherwise deposited with Landlord to
Tenant regularly during the repair and restoration period so as to permit
payment for the cost of any such restoration and repair.  Any such advances shall be made not more
often than monthly within ten (10) Business Days after Tenant submits to
Landlord a written requisition and substantiation therefor on AIA Forms G702
and G703 (or on such other form or forms as may be reasonably acceptable to
Landlord).  Landlord may, at its option,
condition advancement of such insurance proceeds and other amounts on (i) its
approval of plans and specifications of an architect satisfactory to Landlord
(which approval shall not be unreasonably withheld, delayed or conditioned),
(ii) general contractors’ estimates, (iii) architect’s certificates, (iv)
conditional lien waivers of general contractors, if available, (v) evidence of
approval by all governmental authorities and other regulatory bodies whose
approval is required, (vi) if



 42
 









Tenant has elected to advance
deficiency funds pursuant to Section 10.2.3, Tenant depositing the
amount thereof with Landlord and (vii) such other certificates as Landlord may,
from time to time, reasonably require.


Landlord’s obligation to
disburse insurance proceeds under this Article 10 shall be subject to
the release of such proceeds by any Property Mortgagee to Landlord.


Tenant’s obligation to
restore the applicable Property pursuant to this Article 10 shall be
subject to the release of available insurance proceeds by the applicable
Property Mortgagee to Landlord or directly to Tenant and, in the event such
proceeds are insufficient, Landlord electing to make such deficiency available
therefor (and disbursement of such deficiency).


10.3  Damage
Near End of Term.  Notwithstanding any provisions of Section
10.1 or 10.2 to the contrary, if damage to or destruction of any Property
occurs during the last twelve (12) months of the Term and if such damage or
destruction cannot reasonably be expected to be fully repaired and restored
prior to the date that is six (6) months prior to the end of the Term, the
provisions of Section 10.2.1 shall apply as if such Property had
been totally or partially destroyed and the Travel Center thereon rendered
Unsuitable for Its Permitted Use.


10.4  Tenant’s
Personal Property.  All
insurance proceeds payable by reason of any loss of or damage to any of Tenant’s
Personal Property shall be paid to Tenant and, to the extent necessary to
repair or replace Tenant’s Personal Property in accordance with Section 10.5,
Tenant shall hold such proceeds in trust to pay the cost of repairing or
replacing damaged Tenant’s Personal Property.


10.5  Restoration
of Tenant’s Personal Property.  If Tenant is required to restore any Property
as hereinabove provided, Tenant shall either (a) restore all alterations and
improvements made by Tenant and Tenant’s Personal Property, or (b) replace such
alterations and improvements and Tenant’s Personal Property with improvements
or items of the same or better quality and utility in the operation of such
Property.


10.6  No
Abatement of Rent.  This
Agreement shall remain in full force and effect and Tenant’s obligation to make
all payments of Rent and to pay all other charges as and when required under
this Agreement shall remain unabated during the



 43
 









Term notwithstanding any damage involving the
Leased Property, or any portion thereof (provided that Landlord shall credit
against such payments any amounts paid to Landlord as a consequence of such
damage under any business interruption insurance obtained by Tenant
hereunder).  The provisions of this Article
10 shall be considered an express agreement governing any cause of damage
or destruction to the Leased Property, or any portion thereof, and, to the
maximum extent permitted by law, no local or State statute, laws, rules,
regulation or ordinance in effect during the Term which provide for such a
contingency shall have any application in such case.


10.7  Waiver.
 Tenant hereby waives any statutory
rights of termination which may arise by reason of any damage or destruction of
the Leased Property, or any portion thereof.


ARTICLE 11


CONDEMNATION


11.1  Total Condemnation, Etc.  If
either (i) the whole of any Property shall be taken by Condemnation or (ii) a
Condemnation of less than the whole of any Property renders any Property
Unsuitable for Its Permitted Use, this Agreement shall terminate with respect
to such Property, and Tenant and Landlord shall seek the Award for their
interests in the applicable Property as provided in Section 11.5.  Upon payment to Landlord of any such Award,
the Minimum Rent shall be reduced by eight and one-half percent (8.5%) of the
amount of such Award received by Landlord.


11.2  Partial
Condemnation.  In the
event of a Condemnation of less than the whole of any Property such that such
Property is still suitable for its Permitted Use, Tenant shall, to the extent
of the Award and any additional amounts disbursed by Landlord as hereinafter
provided, commence (or cause to be commenced) promptly and continue diligently
to restore (or cause to be restored) the untaken portion of the applicable
Leased Improvements so that such Leased Improvements shall constitute a
complete architectural unit of the same general character and condition (as
nearly as may be possible under the circumstances) as such Leased Improvements
existing immediately prior to such Condemnation, in material compliance with
all Legal Requirements, subject to the provisions of this Section 11.2.  If the cost of the repair or restoration of
the affected Property exceeds the amount of the Award, Tenant shall give
Landlord Notice thereof which notice shall set forth in



 44
 









reasonable detail the nature of such
deficiency and whether Tenant shall pay and assume the amount of such
deficiency (Tenant having no obligation to do so, except that if Tenant shall
elect to make such funds available, the same shall become an irrevocable
obligation of Tenant pursuant to this Agreement).  In the event Tenant shall elect not to pay
and assume the amount of such deficiency, Landlord shall have the right (but
not the obligation), exercisable at Landlord’s sole election by Notice to
Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to
elect to make available for application to the cost of repair or restoration
the amount of such deficiency; provided, however, in such event,
upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted
as provided in Section 3.1.1(b). 
In the event that neither Landlord nor Tenant shall elect to make such
deficiency available for restoration, either Landlord or Tenant may terminate
this Agreement with respect to the affected Property and the entire Award shall
be allocated as set forth in Section 11.5.


Subject to the terms
hereof, Landlord shall contribute to the cost of restoration that part of the
Award received by Landlord and necessary to complete such repair or
restoration, together with severance and other damages awarded to Landlord for
the taken Leased Improvements and any deficiency Landlord has agreed to
disburse, to Tenant regularly during the restoration period so as to permit
payment for the cost of such repair or restoration.  Landlord may, at its option, condition
advancement of such portion of the Award and other amounts on (a) its approval
of plans and specifications of an architect satisfactory to Landlord (which
approval shall not be unreasonably withheld, delayed or conditioned), (b)
general contractors’ estimates, (c) architect’s certificates, (d) conditional
lien waivers of general contractors, if available, (e) evidence of approval by
all governmental authorities and other regulatory bodies whose approval is
required, (f) if Tenant has elected to advance deficiency funds pursuant to the
preceding paragraph, Tenant depositing the amount thereof with Landlord and (g)
such other certificates as Landlord may, from time to time, reasonably require.  Landlord’s obligation under this Section
11.2 to disburse the Award and such other amounts shall be subject to (x)
the collection thereof by Landlord and (y) the satisfaction of any applicable
requirements of any Property Mortgage, and the release of such Award by the
applicable Property Mortgagee.  Tenant’s
obligation to restore the Leased Property shall be subject to the release of
any portion of the Award by the applicable Property Mortgagee to Landlord.



 45















11.3  Abatement
of Rent.  Other than as
specifically provided in this Agreement, this Agreement shall remain in full
force and effect and Tenant’s obligation to make all payments of Rent and to
pay all other charges as and when required under this Agreement shall remain
unabated during the Term notwithstanding any Condemnation involving the Leased
Property, or any portion thereof.  The
provisions of this Article 11 shall be considered an express agreement
governing any Condemnation involving the Leased Property and, to the maximum
extent permitted by law, no local or State statute, law, rule, regulation or
ordinance in effect during the Term which provides for such a contingency shall
have any application in such case.


11.4  Temporary
Condemnation.  In the event
of any temporary Condemnation of any Property or Tenant’s interest therein,
this Agreement shall continue in full force and effect and Tenant shall
continue to pay (or cause to be paid), in the manner and on the terms herein
specified, the full amount of the Rent. 
Tenant shall continue to perform and observe (or cause to be performed
and observed) all of the other terms and conditions of this Agreement on the
part of the Tenant to be performed and observed.  The entire amount of any Award made for such
temporary Condemnation allocable to the Term, whether paid by way of damages,
rent or otherwise, shall be paid to Tenant. 
Tenant shall, promptly upon the termination of any such period of
temporary Condemnation, at its sole cost and expense, restore the affected
Property to the condition that existed immediately prior to such Condemnation,
in material compliance with all applicable Legal Requirements, unless such
period of temporary Condemnation shall extend beyond the expiration of the
Term, in which event Tenant shall not be required to make such restoration.


11.5  Allocation
of Award.  Except as
provided in Section 11.4 and the second sentence of this Section 11.5,
the total Award shall be solely the property of and payable to Landlord.  Any portion of the Award made for the taking
of Tenant’s leasehold interest in the Leased Property, loss of business during
the remainder of the Term, the taking of Tenant’s Personal Property, the taking
of Capital Additions paid for by Tenant and Tenant’s removal and relocation
expenses shall be the sole property of and payable to Tenant.  In any Condemnation proceedings, Landlord and
Tenant shall each seek its own Award in conformity herewith, at its own
expense.



 46
 









ARTICLE 12


DEFAULTS AND REMEDIES


12.1  Events
of Default.  The
occurrence of any one or more of the following events shall constitute an “Event
of Default” hereunder:


(a)           should Tenant fail to make any payment of the Rent or any
other sum payable hereunder when due which failure shall continue for a period
of five (5) Business Days after Notice thereof from Landlord to Tenant; or


(b)           should Tenant default in the due observance or performance
of any of the terms, covenants or agreements contained herein to be performed
or observed by it (other than as specified in clause (a) above) and should such
default continue for a period of thirty (30) days after Notice thereof from
Landlord to Tenant; provided, however, that if such default is
susceptible of cure but such cure cannot be accomplished with due diligence
within such period of time and if, in addition, Tenant commences to cure or
cause to be cured such default within thirty (30) days after Notice thereof
from Landlord and thereafter prosecutes the curing of such default with all due
diligence, such period of time shall be extended to such period of time (not to
exceed an additional ninety (90) days in the aggregate) as may be necessary to
cure such default with all due diligence; or


(c)           should any obligation of Tenant or any Guarantor in
respect of any Indebtedness of Twenty Million Dollars ($20,000,000) or more for
money borrowed or for any material property or services, or any guaranty
relating thereto, be declared to be or become due and payable prior to the
stated maturity thereof, or should there occur and be continuing with respect
to any such Indebtedness any event of default under any instrument or agreement
evidencing or securing the same, the effect of which is to permit the holder or
holders of such instrument or agreement or a trustee, agent or other representative
on behalf of such holder or holders, to cause any such obligations to become
due prior to its stated maturity; or


(d)           should an event of default occur and be continuing beyond
the expiration of any applicable cure period under any Guaranty; or



 47
 









(e)           should Tenant or any Guarantor generally not be paying its
debts as they become due or should Tenant or any Guarantor make a general
assignment for the benefit of creditors; or


(f)            should any petition be filed by or against Tenant or any
Guarantor under the Federal bankruptcy laws, or should any other proceeding be
instituted by or against Tenant or any Guarantor seeking to adjudicate Tenant
or any Guarantor a bankrupt or insolvent, or seeking liquidation,
reorganization, arrangement, adjustment or composition of Tenant’s or any
Guarantor’s debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for Tenant or any Guarantor or for any substantial part of the
property of Tenant or any Guarantor and such proceeding is not dismissed within
one hundred eighty (180) days after institution thereof; or


(g)           should Tenant or any Guarantor cause or institute any
proceeding for its dissolution or termination; or


(h)           should the estate or interest of Tenant in the Leased
Property or any part thereof be levied upon or attached in any proceeding and
the same shall not be vacated or discharged within the later of (x) ninety (90)
days after commencement thereof, unless the amount in dispute is less than
$250,000, in which case Tenant shall give Notice to Landlord of the dispute but
Tenant may defend in any suitable way, and (y) two hundred seventy (270) days
after receipt by Tenant of Notice thereof from Landlord (unless Tenant shall be
contesting such lien or attachment in good faith in accordance with Article
8); or


(i)            should there occur any direct or indirect Change in
Control of Tenant or any Guarantor, except as otherwise permitted by Article
16;


then, and in any such
event, Landlord, in addition to all other remedies available to it, may
terminate this Agreement with respect to any or all of the Leased Property by
giving Notice thereof to Tenant and upon the expiration of the time, if any,
fixed in such Notice, this Agreement shall terminate with respect to all or the
designated portion of the Leased Property and all rights of Tenant under this
Agreement with respect thereto shall cease. 
Landlord shall have and may exercise all rights and remedies available
at law and in equity to Landlord as a result of Tenant’s breach of this
Agreement.



 48
 









Upon the termination of
this Agreement in connection with any Event of Default, Landlord may, in
addition to any other remedies provided herein, enter upon the Leased Property,
or any portion thereof and take possession of any and all of Tenant’s Personal
Property, if any, without liability for trespass or conversion (Tenant hereby
waiving any right to notice or hearing prior to such taking of possession by
Landlord) and sell the same at public or private sale, after giving Tenant
reasonable Notice of the time and place of any public or private sale, at which
sale Landlord or its assigns may purchase all or any portion of Tenant’s
Personal Property, if any, unless otherwise prohibited by law.  Unless otherwise provided by law and without
intending to exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable Notice shall be met if such Notice is given at least
ten (10) days before the date of sale.


12.2  Remedies.
 None of (a) the termination of this
Agreement pursuant to Section 12.1, (b) the repossession of the Leased
Property, or any portion thereof, (c) the failure of Landlord to relet the Leased
Property, or any portion thereof, nor (d) the reletting of all or any of
portion of the Leased Property, shall relieve Tenant of its liability and
obligations hereunder, all of which shall survive any such termination,
repossession or reletting.  In the event
of any such termination, Tenant shall forthwith pay to Landlord all Rent due
and payable with respect to the Leased Property, or terminated portion thereof,
through and including the date of such termination.  Thereafter, Tenant, until the end of what
would have been the Term of this Agreement in the absence of such termination,
and whether or not the Leased Property, or any portion thereof, shall have been
relet, shall be liable to Landlord for, and shall pay to Landlord, as current
damages, the Rent (Additional Rent to be reasonably calculated by Landlord) and
other charges which would be payable hereunder for the remainder of the Term
had such termination not occurred, less the net proceeds, if any, of any
reletting of the Leased Property, or any portion thereof, after deducting all
reasonable expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, legal expenses,
attorneys’ fees, advertising, expenses of employees, alteration costs and
expenses of preparation for such reletting. 
Tenant shall pay such current damages to Landlord monthly on the days on
which the Minimum Rent would have been payable hereunder if this Agreement had
not been so terminated with respect to such of the Leased Property.



 49
 









At any time after such
termination, whether or not Landlord shall have collected any such current
damages, as liquidated final damages beyond the date of such termination, at
Landlord’s election, Tenant shall pay to Landlord an amount equal to the
present value (as reasonably determined by Landlord using a discount rate equal
to five percent (5%) per annum) of the excess, if any, of the Rent and other
charges which would be payable hereunder from the date of such termination
(assuming that, for the purposes of this paragraph, annual payments by Tenant
on account of Impositions and Additional Rent would be the same as payments
required for the immediately preceding twelve calendar months, or if less than
twelve calendar months have expired since the Commencement Date, the payments
required for such lesser period projected to an annual amount) for what would
be the then unexpired term of this Agreement if the same remained in effect,
over the fair market rental for the same period.  Nothing contained in this Agreement shall,
however, limit or prejudice the right of Landlord to prove and obtain in
proceedings for bankruptcy or insolvency an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount
be greater than, equal to, or less than the amount of the loss or damages
referred to above.


In case of any Event of
Default, re-entry, expiration and dispossession by summary proceedings or
otherwise, Landlord may, (a) relet the Leased Property or any part or parts
thereof, either in the name of Landlord or otherwise, for a term or terms which
may at Landlord’s option, be equal to, less than or exceed the period which
would otherwise have constituted the balance of the Term and may grant
concessions or free rent to the extent that Landlord considers advisable and
necessary to relet the same, and (b) may make such reasonable alterations,
repairs and decorations in the Leased Property, or any portion thereof, as
Landlord, in its sole and absolute discretion, considers advisable and
necessary for the purpose of reletting the Leased Property; and the making of
such alterations, repairs and decorations shall not operate or be construed to
release Tenant from liability hereunder as aforesaid.  Landlord shall in no event be liable in any
way whatsoever for any failure to relet all or any portion of the Leased
Property, or, in the event that the Leased Property is relet, for failure to collect
the rent under such reletting.  To the
maximum extent permitted by law, Tenant hereby expressly waives any and all
rights of redemption granted under any present or future laws in the event of
Tenant being evicted or dispossessed, or in the event of Landlord



 50
 









obtaining possession of
the Leased Property, by reason of the occurrence and continuation of an Event
of Default hereunder.


12.3  Tenant’s
Waiver.  IF THIS AGREEMENT
IS TERMINATED PURSUANT TO SECTION 12.1 OR 12.2, TENANT WAIVES, TO THE
EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF SUMMARY
PROCEEDINGS TO ENFORCE THE REMEDIES SET FORTH IN THIS ARTICLE 12, AND
THE BENEFIT OF ANY LAWS NOW OR HEREAFTER IN FORCE EXEMPTING PROPERTY FROM
LIABILITY FOR RENT OR FOR DEBT.


12.4  Application
of Funds.  Any payments
received by Landlord under any of the provisions of this Agreement during the
existence or continuance of any Event of Default (and any payment made to
Landlord rather than Tenant due to the existence of any Event of Default) shall
be applied to Tenant’s current and past due obligations under this Agreement in
such order as Landlord may determine or as may be prescribed by the laws of the
State.  Any balance shall be paid to
Tenant.


12.5  Landlord’s
Right to Cure Tenant’s Default.  If an Event of Default shall have occurred and
be continuing, Landlord, after Notice to Tenant (which Notice shall not be
required if Landlord shall reasonably determine immediate action is necessary
to protect person or property), without waiving or releasing any obligation of
Tenant and without waiving or releasing any Event of Default, may (but shall
not be obligated to), at any time thereafter, make such payment or perform such
act for the account and at the expense of Tenant, and may, to the maximum
extent permitted by law, enter upon the Leased Property, or any portion
thereof, for such purpose and take all such action thereon as, in Landlord’s
sole and absolute discretion, may be necessary or appropriate therefor.  No such entry shall be deemed an eviction of
Tenant.  All reasonable costs and
expenses (including, without limitation, reasonable attorneys’ fees) incurred
by Landlord in connection therewith, together with interest thereon (to the
extent permitted by law) at the Overdue Rate from the date such sums are paid
by Landlord until repaid, shall be paid by Tenant to Landlord, on demand.


ARTICLE 13


HOLDING OVER


Any holding over by
Tenant after the expiration or sooner termination of this Agreement shall be
treated as a daily tenancy at sufferance at a rate equal to two (2) times the
Minimum Rent and other charges herein provided (prorated on a



 51
 









daily basis).  Tenant shall also pay to Landlord all damages
(direct or indirect) sustained by reason of any such holding over.  Otherwise, such holding over shall be on the
terms and conditions set forth in this Agreement, to the extent
applicable.  Nothing contained herein
shall constitute the consent, express or implied, of Landlord to the holding
over of Tenant after the expiration or earlier termination of this Agreement.


ARTICLE 14


LANDLORD DEFAULT


If Landlord shall default
in the performance or observance of any of its covenants or obligations set
forth in this Agreement or any obligation of Landlord, if any, under any
agreement affecting the Leased Property, the performance of which is not Tenant’s
obligation pursuant to this Agreement, and any such default shall continue for
a period of thirty (30) days after Notice thereof from Tenant to Landlord and
any applicable Property Mortgagee, or such additional period as may be
reasonably required to correct the same, Tenant may declare the occurrence of a
“Landlord Default” by a second Notice to Landlord and to such Property
Mortgagee.  Thereafter, Tenant may
forthwith cure the same and, subject to the provisions of the following
paragraph, invoice Landlord for costs and expenses (including reasonable
attorneys’ fees and court costs) incurred by Tenant in curing the same,
together with interest thereon (to the extent permitted by law) from the date
Landlord receives Tenant’s invoice until paid, at the Overdue Rate.  Tenant shall have no right to terminate this
Agreement for any default by Landlord hereunder and no right, for any such
default, to offset or counterclaim against any Rent or other charges due hereunder.


If Landlord shall in good
faith dispute the occurrence of any Landlord Default and Landlord, before the
expiration of the applicable cure period, shall give Notice thereof to Tenant,
setting forth, in reasonable detail, the basis therefor, no Landlord Default
shall be deemed to have occurred and Landlord shall have no obligation with
respect thereto until final adverse determination thereof.  If Tenant and Landlord shall fail, in good
faith, to resolve any such dispute within ten (10) days after Landlord’s Notice
of dispute, either may submit the matter for resolution in accordance with Article
22.



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ARTICLE 15


PURCHASE OF TENANT’S PERSONAL PROPERTY


Landlord shall have the
option to purchase Tenant’s Personal Property, at the expiration or sooner termination
of this Agreement, for an amount equal to the then fair market value thereof
(current replacement cost as determined by agreement of the parties or, in the
absence of such agreement, appraisal), subject to, and with appropriate price
adjustments for, all liabilities assumed such as equipment leases, conditional
sale contracts and other encumbrances securing such liabilities to which such
Personal Property is subject.


ARTICLE 16


SUBLETTING AND ASSIGNMENT


16.1  Subletting
and Assignment.  Except as
provided in Section 16.3, Tenant shall not, without Landlord’s prior
written consent (which consent may be given or withheld in Landlord’s sole and
absolute discretion), assign, mortgage, pledge, hypothecate, encumber or
otherwise transfer this Agreement or sublease or permit the sublease (which
term shall be deemed to include the granting of concessions, licenses, and the
like), of the Leased Property, or any portion thereof, or suffer or permit this
Agreement or the leasehold estate created hereby or any other rights arising
under this Agreement to be assigned, transferred, mortgaged, pledged,
hypothecated or encumbered, in whole or in part, whether voluntarily,
involuntarily or by operation of law, or permit the use or operation of the
Leased Property, or any portion thereof, by anyone other than Tenant to be
offered or advertised for assignment or subletting.


For purposes of this Section
16.1, an assignment of this Agreement shall be deemed to include, without
limitation, any direct or indirect Change in Control of Tenant.


If this Agreement is
assigned or if the Leased Property, or any portion thereof is sublet (or
occupied by anybody other than Tenant and its employees), after termination of
this Agreement, Landlord may collect the rents from such assignee, subtenant or
occupant, as the case may be, but no such collection shall be deemed a waiver
of the provisions set forth in the first paragraph of this Section 16.1,
the acceptance by Landlord of such assignee, subtenant or occupant, as the case
may be, as a tenant, or a release of Tenant from the future performance by



 53
 









Tenant of its covenants,
agreements or obligations contained in this Agreement.


Any assignment or
transfer of Tenant’s interest under this Agreement shall be subject to such
assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty
shall be in form and substance satisfactory to Landlord in its sole discretion
and which Guaranty shall constitute a Guaranty hereunder.


No subletting or
assignment shall in any way impair the continuing primary liability of Tenant
hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant
shall be released from all obligations hereunder), and no consent to any
subletting or assignment in a particular instance shall be deemed to be a
waiver of the prohibition set forth in this Section 16.1.  No assignment, subletting or occupancy shall
affect any Permitted Use.  Any
subletting, assignment or other transfer of Tenant’s interest under this
Agreement in contravention of this Section 16.1 shall be voidable at
Landlord’s option.


16.2  Required
Sublease Provisions.  Any
sublease of all or any portion of the Leased Property entered into on or after
the Commencement Date shall provide (a) that it is subject and subordinate to
this Agreement and to the matters to which this Agreement is or shall be
subject or subordinate; (b) that in the event of termination of this Agreement
or reentry or dispossession of Tenant by Landlord under this Agreement,
Landlord may, at its option, terminate such sublease or take over all of the
right, title and interest of Tenant, as sublessor under such sublease, and such
subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then
executory provisions of such sublease, except that neither Landlord nor any
Property Mortgagee, as holder of a mortgage or as Landlord under this
Agreement, if such mortgagee succeeds to that position, shall (i) be liable for
any act or omission of Tenant under such sublease, (ii) be subject to any
credit, counterclaim, offset or defense which theretofore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification of such
sublease not consented to in writing by Landlord or by any previous prepayment
of more than one (1) month’s rent, (iv) be bound by any covenant of Tenant to
undertake or complete any construction of the applicable Property, or any
portion thereof, (v) be required to account for any security deposit of the
subtenant other than any security deposit actually delivered to Landlord by
Tenant, (vi) be bound



 54
 









by any obligation to make any payment to such subtenant or grant any
credits, except for services, repairs, maintenance and restoration provided for
under the sublease that are performed after the date of such attornment, (vii)
be responsible for any monies owing by Tenant to the credit of such subtenant
unless actually delivered to Landlord by Tenant, or (viii) be required to
remove any Person occupying any portion of the Leased Property; and (c) in the
event that such subtenant receives a written Notice from Landlord or any
Property Mortgagee stating that this Agreement has terminated, such subtenant
shall thereafter be obligated to pay all rentals accruing under such sublease
directly to the party giving such Notice or as such party may direct.  Such sublease shall provide that the
subtenant thereunder shall, at the request of Landlord, execute a suitable
instrument in confirmation of such agreement to attorn.  An original counterpart of each such sublease
and assignment and assumption, duly executed by Tenant and such subtenant or
assignee, as the case may be, in form and substance reasonably satisfactory to
Landlord, shall be delivered promptly to Landlord and (a) in the case of an
assignment, the assignee shall assume in writing and agree to keep and perform
all of the terms of this Agreement on the part of Tenant to be kept and
performed and shall be, and become, jointly and severally liable with Tenant
for the performance thereof and (b) in case of either an assignment or subletting,
Tenant shall remain primarily liable, as principal rather than as surety, for
the prompt payment of the Rent and for the performance and observance of all of
the covenants and conditions to be performed by Tenant hereunder.


The provisions of this Section
16.2 shall not be deemed a waiver of the provisions set forth in the first
paragraph of Section 16.1.


16.3  Permitted
Sublease.  Subject to the
provisions of Section 16.2 and Section 16.4 and any other express
conditions or limitations set forth herein, Tenant may, in each instance after
Notice to Landlord and without consent, (a) enter into third party agreements
or sublease space at any Property for fuel station, restaurant/food service or
mechanical repair purposes or other concessions in furtherance of the Permitted
Use, so long as such subleases will not violate or affect any Legal Requirement
or Insurance Requirement, and Tenant shall provide such additional insurance
coverage applicable to the activities to be conducted in such subleased space as
Landlord and any Property Mortgagee may reasonably require, and (b) enter into
one or more subleases or licenses with Affiliated Persons



 55
 









of Tenant with respect to the Leased Property, or any portion thereof, provided
Tenant gives Landlord Notice of the material terms and conditions thereof.  Landlord and Tenant acknowledge and agree
that if Tenant enters into one or more subleases or licenses with Affiliated
Persons of Tenant with respect to any Property, or any portion thereof, in
accordance with the preceding clause (b), Tenant may allocate the rent and
other charges with respect to the affected Property in any reasonable manner; provided,
however, that such allocation shall not affect Tenant’s (nor any
Guarantor’s) liability for the Rent and other obligations of Tenant under this
Agreement; and, provided, further, that Tenant shall give
Landlord prompt written notice of any allocation or reallocation of the rent
and other charges with respect to the affected Property and, in any event,
Tenant shall give Landlord written notice of the amount of such allocations at
least ten (10) Business Days prior to the date that Landlord or Hospitality
Properties Trust is required to file any tax returns in any State where such
affected Leased Property is located.


16.4  Sublease
Limitation.  Anything
contained in this Agreement to the contrary notwithstanding, Tenant shall not
sublet or license the Leased Property, or any portion thereof, on any basis
such that the rental to be paid by any sublessee or licensee thereunder would
be based, in whole or in part, on the net income or profits derived by the
business activities of such sublessee or licensee, any other formula such that
any portion of such sublease rental or license would fail to qualify as “rents
from real property” within the meaning of Section 856(d) of the Code, or any
similar or successor provision thereto or would otherwise disqualify Landlord
or any Affiliated Person for treatment as a “real estate investment trust”
under the Code.


ARTICLE 17


ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS


17.1  Estoppel
Certificates.  At any time
and from time to time, but not more than a reasonable number of times per year,
upon not less than ten (10) Business Days prior Notice by either party, the
party receiving such Notice shall furnish to the other an Officer’s Certificate
certifying that this Agreement is unmodified and in full force and effect (or
that this Agreement is in full force and effect as modified and setting forth
the modifications), the date to which the Rent has been paid, that no Default
or an Event of Default has occurred and is continuing or, if a Default or an
Event of Default shall exist, specifying



 56
 









in reasonable detail the nature thereof, and the steps being taken to
remedy the same, and such additional information as the requesting party may
reasonably request.  Any such certificate
furnished pursuant to this Section 17.1 may be relied upon by the
requesting party, its lenders and any prospective purchaser or mortgagee of the
Leased Property, or any portion thereof, or the leasehold estate created
hereby.


17.2  Financial
Statements.  Tenant shall
furnish or cause TA to furnish, as applicable, the following statements to
Landlord:


(a)           within forty-five (45) days after each of the first three
fiscal quarters of any Fiscal Year, the most recent Consolidated Financials,
accompanied by the Financial Officer’s Certificate;


(b)           within ninety (90) days after the end of each Fiscal Year,
the most recent Consolidated Financials and financials of Tenant for such year,
certified by an independent certified public accountant reasonably satisfactory
to Landlord and accompanied by a Financial Officer’s Certificate;


(c)           within forty-five (45) days after the end of each month,
an unaudited operating statement and statement of Capital Expenditures prepared
on a Property by Property basis and a combined basis, accompanied by a
Financial Officer’s Certificate;


(d)           at any time and from time to time upon not less than
twenty (20) days Notice from Landlord or such additional period as may be
reasonable under the circumstances, any Consolidated Financials, Tenant
financials or any other audited or unaudited financial reporting information
required to be filed by Landlord with any securities and exchange commission,
the SEC or any successor agency, or any other governmental authority, or
required pursuant to any order issued by any court, governmental authority or
arbitrator in any litigation to which Landlord is a party, for purposes of
compliance therewith; and


(e)           promptly upon Notice from Landlord, such other information
concerning the business, financial condition and affairs of Tenant, any
Guarantor, and/or any Affiliated Person of Tenant as Landlord reasonably may
request from time to time.


Landlord shall treat any
non-public information which it receives from Tenant pursuant to this Section
17.2 as confidential, but Landlord may at any time, and from time to



 57
 









time, provide any
Property Mortgagee with copies of any of the foregoing statements, subject to
Landlord obtaining the agreement of such Property Mortgagee to maintain such
statements and the information therein as confidential.


ARTICLE 18


LANDLORD’S RIGHT TO INSPECT


Tenant shall permit
Landlord and its authorized representatives to inspect the Leased Property, or
any portion thereof, during usual business hours upon not less than forty-eight
(48) hours’ notice and to make such repairs as Landlord is permitted or
required to make pursuant to the terms of this Agreement, provided that any
inspection or repair by Landlord or its representatives will not unreasonably
interfere with Tenant’s use and operation of the Leased Property and further
provided that in the event of an emergency, as determined by Landlord in its
reasonable discretion, prior Notice shall not be necessary.


ARTICLE 19


EASEMENTS


19.1  Grant of
Easements.  Provided no
Event of Default has occurred and is continuing, Landlord will join in granting
and, if necessary, modifying or abandoning such rights-of-way, easements and
other interests as may be reasonably requested by Tenant for ingress and
egress, and electric, telephone, gas, water, sewer and other utilities so long
as:


(a)           the instrument creating, modifying or abandoning any such
easement, right-of-way or other interest is satisfactory to and approved by
Landlord (which approval shall not be unreasonably withheld, delayed or
conditioned); and


(b)           Landlord receives an Officer’s Certificate from Tenant
stating (i) that such grant, modification or abandonment is not detrimental to
the proper conduct of business on such Property, (ii) the consideration, if
any, being paid for such grant, modification or abandonment (which
consideration shall be paid by Tenant), (iii) that such grant, modification or
abandonment does not impair the use or value of such Property for the Permitted
Use, and (iv) that, for as long as this Agreement shall be in effect, Tenant
will perform all obligations, if any, of Landlord under any such instrument.



 58
 









19.2  Exercise
of Rights by Tenant.  So
long as no Event of Default has occurred and is continuing, Tenant shall have
the right to exercise all rights of Landlord under the Easement Agreements and,
in connection therewith, Landlord shall execute and promptly return to Tenant
such documents as Tenant shall reasonably request.  Tenant shall perform all obligations of
Landlord under the Easement Agreements.


19.3  Permitted
Encumbrances.  Any
agreements entered into in accordance with this Article 19 shall be
deemed a Permitted Encumbrance.


ARTICLE 20


PROPERTY MORTGAGES


20.1  Landlord
May Grant Liens.  Without
the consent of Tenant, Landlord may, from time to time, directly or indirectly,
create or otherwise cause to exist any lien, encumbrance or title retention
agreement (“Encumbrance”) upon the Leased Property, or any portion
thereof, or interest therein, whether to secure any borrowing or other means of
financing or refinancing.


20.2  Subordination
of Lease.  This Agreement
and any and all rights of Tenant hereunder are and shall be subject and
subordinate to any ground or master lease, and all renewals, extensions,
modifications and replacements thereof, and to all mortgages and deeds of
trust, which may now or hereafter affect the Leased Property, or any portion
thereof, or any improvements thereon and/or any of such leases, whether or not
such mortgages or deeds of trust shall also cover other lands and/or buildings
and/or leases, to each and every advance made or hereafter to be made under
such mortgages and deeds of trust, and to all renewals, modifications,
replacements and extensions of such leases and such mortgages and deeds of
trust and all consolidations of such mortgages and deeds of trust.  This section shall be self-operative and no
further instrument of subordination shall be required.  In confirmation of such subordination, Tenant
shall promptly execute, acknowledge and deliver any instrument that Landlord,
the lessor under any such lease or the holder of any such mortgage or the
trustee or beneficiary of any deed of trust or any of their respective
successors in interest may reasonably request to evidence such
subordination.  Any lease to which this
Agreement is, at the time referred to, subject and subordinate is herein called
“Superior Lease” and the lessor of a Superior Lease or its



 59
 









successor in interest at the time referred to is herein called “Superior
Landlord” and any mortgage or deed of trust to which this Agreement is, at
the time referred to, subject and subordinate is herein called “Superior
Mortgage” and the holder, trustee or beneficiary of a Superior Mortgage is herein
called “Superior Mortgagee”. 
Tenant shall have no obligations under any Superior Lease or Superior
Mortgage other than those expressly set forth in this Section 20.2.


If any Superior Landlord
or Superior Mortgagee or the nominee or designee of any Superior Landlord or
Superior Mortgagee shall succeed to the rights of Landlord under this Agreement
(any such person, “Successor Landlord”), whether through possession or
foreclosure action or delivery of a new lease or deed, or otherwise, at such
Successor Landlord’s request, Tenant shall attorn to and recognize the
Successor Landlord as Tenant’s landlord under this Agreement and Tenant shall
promptly execute and deliver any instrument that such Successor Landlord may
reasonably request to evidence such attornment (provided that such instrument
does not alter the terms of this Agreement), whereupon, this Agreement shall
continue in full force and effect as a direct lease between the Successor
Landlord and Tenant upon all of the terms, conditions and covenants as are set
forth in this Agreement, except that the Successor Landlord (unless formerly
the landlord under this Agreement or its nominee or designee) shall not be (a)
liable in any way to Tenant for any act or omission, neglect or default on the
part of any prior Landlord under this Agreement, (b) responsible for any monies
owing by or on deposit with any prior Landlord to the credit of Tenant (except
to the extent actually paid or delivered to the Successor Landlord), (c)
subject to any counterclaim or setoff which theretofore accrued to Tenant
against any prior Landlord, (d) bound by any modification of this Agreement
subsequent to such Superior Lease or Mortgage, or by any previous prepayment of
Rent for more than one (1) month in advance of the date due hereunder, which
was not approved in writing by the Superior Landlord or the Superior Mortgagee
thereto, (e) liable to Tenant beyond the Successor Landlord’s interest in the
Leased Property and the rents, income, receipts, revenues, issues and profits issuing
from the Leased Property, (f) responsible for the performance of any work to be
done by the Landlord under this Agreement to render the Leased Property ready
for occupancy by Tenant (subject to Landlord’s obligations under Section
5.1.2(b) or with respect to any insurance or Condemnation proceeds), or (g)
required to remove any Person occupying the Leased Property or any part
thereof, except if such person claims by, through or under the Successor
Landlord.



 60
 









Tenant agrees at any time
and from time to time to execute a suitable instrument in confirmation of
Tenant’s agreement to attorn, as aforesaid, and Landlord agrees to provide
Tenant with an instrument of nondisturbance and attornment from each such
Superior Mortgagee and Superior Landlord (other than the lessors under any
ground leases with respect to the Leased Property, or any portion thereof) in
form and substance reasonably satisfactory to Tenant.  Notwithstanding the foregoing, any Successor
Landlord shall be liable (a) to pay to Tenant any amounts owed under Section
5.1.2(b), and (b) to pay to Tenant any portions of insurance proceeds or
Awards received by Landlord or the Successor Landlord required to be paid to
Tenant pursuant to the terms of this Agreement, and, as a condition to any
mortgage, lien or lease in respect of the Leased Property, or any portion
thereof, and the subordination of this Agreement thereto, the mortgagee,
lienholder or lessor, as applicable, shall expressly agree, for the benefit of
Tenant, to make such payments, which agreement shall be embodied in an
instrument in form reasonably satisfactory to Tenant.


20.3  Notice
to Mortgagee and Superior Landlord.  Subsequent to the receipt by Tenant of Notice
from Landlord as to the identity of any Property Mortgagee or Superior Landlord
under a lease with Landlord, as ground lessee, which includes the Leased
Property, or any portion thereof, as part of the demised premises and which
complies with Section 20.1 (which Notice shall be accompanied by a copy
of the applicable mortgage or lease), no Notice from Tenant to Landlord as to a
default by Landlord under this Agreement shall be effective with respect to a
Property Mortgagee or Superior Landlord unless and until a copy of the same is
given to such Property Mortgagee or Superior Landlord at the address set forth
in the above described Notice, and the curing of any of Landlord’s defaults
within the applicable notice and cure periods set forth in Article 14
by such Property Mortgagee or Superior Landlord shall be treated as performance
by Landlord.


ARTICLE 21


ADDITIONAL COVENANTS OF LANDLORD AND TENANT


21.1  Prompt
Payment of Indebtedness.  Tenant shall (a) pay or cause to be paid when
due all payments of principal of and premium and interest on Tenant’s
Indebtedness for money borrowed and shall not permit or suffer any such
Indebtedness to become or remain in default beyond any applicable grace or cure
period, (b) pay or cause to be paid when due all lawful claims for labor



 61
 









and rents with respect to the Leased Property, (c) pay or cause to be
paid when due all trade payables and (d) pay or cause to be paid when due all
other of Tenant’s Indebtedness upon which it is or becomes obligated, except,
in each case, other than that referred to in clause (a), to the extent payment
is being contested in good faith by appropriate proceedings in accordance with Article
8 and if Tenant shall have set aside on its books adequate reserves with
respect thereto in accordance with GAAP, if appropriate, or unless and until
foreclosure, distraint sale or other similar proceedings shall have been
commenced.


21.2  Conduct
of Business.  Tenant shall
not engage in any business other than the leasing and operation of the Leased
Property (including any incidental or ancillary business relating thereto) and
shall do or cause to be done all things necessary to preserve, renew and keep
in full force and effect and in good standing its legal existence and its
rights and licenses necessary to conduct such business.


21.3  Maintenance
of Accounts and Records.  Tenant shall keep true records and books of
account of Tenant in which full, true and correct entries will be made of
dealings and transactions in relation to the business and affairs of Tenant in
accordance with GAAP.  Tenant shall apply
accounting principles in the preparation of the financial statements of Tenant
which, in the judgment of and the opinion of its independent public
accountants, are in accordance with GAAP, where applicable, except for changes
approved by such independent public accountants.  Tenant shall provide to Landlord either in a
footnote to the financial statements delivered under Section 17.2 which
relate to the period in which such change occurs, or in separate schedules to
such financial statements, information sufficient to show the effect of any
such changes on such financial statements.


21.4  Notice
of Litigation, Etc.  Tenant
shall give prompt Notice to Landlord of any litigation or any administrative
proceeding to which it may hereafter become a party of which Tenant has notice
or actual knowledge which involves a potential liability equal to or greater
than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise
result in any material adverse change in the business, operations, property,
prospects, results of operation or condition, financial or other, of
Tenant.  Forthwith upon Tenant obtaining
knowledge of any Default, Event of Default or any default or event of default
under any agreement relating to Indebtedness for money borrowed in an aggregate
amount exceeding, at any one time, Two Hundred



 62
 









Fifty Thousand Dollars ($250,000), or any event or condition that would
be required to be disclosed in a current report filed by Tenant on Form 8-K
or in Part II of a quarterly report on Form 10-Q if Tenant were required
to file such reports under the Securities Exchange Act of 1934, as amended,
Tenant shall furnish Notice thereof to Landlord specifying the nature and
period of existence thereof and what action Tenant has taken or is taking or
proposes to take with respect thereto.


21.5  Indebtedness
of Tenant.  Tenant shall
not create, incur, assume or guarantee, or permit to exist, or become or remain
liable directly or indirectly upon, any Indebtedness except the following:


(a)           Indebtedness of Tenant to Landlord;


(b)           Indebtedness of Tenant for Impositions, to the extent that
payment thereof shall not at the time be required to be made in accordance with
the provisions of Article 8;


(c)           Indebtedness of Tenant in respect of judgments or awards
(i) which have been in force for less than the applicable appeal period and in
respect of which execution thereof shall have been stayed pending such appeal
or review, or (ii) which are fully covered by insurance payable to Tenant, or
(iii) which are for an amount not in excess of $250,000 in the aggregate at any
one time outstanding and (x) which have been in force for not longer than the
applicable appeal period, so long as execution is not levied thereunder or (y)
in respect of which an appeal or proceedings for review shall at the time be prosecuted
in good faith in accordance with the provisions of Article 8, and in
respect of which execution thereof shall have been stayed pending such appeal
or review;


(d)           unsecured borrowings of Tenant from its Affiliated Persons
which are by their terms expressly subordinate pursuant to a Subordination
Agreement to the payment and performance of Tenant’s obligations under this
Agreement; or


(e)           Indebtedness for purchase money financing in accordance
with Section 21.8(a) and other operating liabilities incurred in the
ordinary course of Tenant’s business;


(f)            Indebtedness of Tenant as guarantor or borrower secured
by Liens permitted under Section 21.8(c); or



 63















(g)                                 A
guaranty of TA’s obligations under its revolving line of credit and for any
privately placed or publicly issued debt.


21.6  Distributions,
Payments to Affiliated Persons, Etc.   Tenant shall not declare, order, pay or make,
directly or indirectly, any Distributions or any payment to any Affiliated
Person of Tenant (including payments in the ordinary course of business) or set
apart any sum or property therefor, or agree to do so, if, at the time of such
proposed action, or immediately after giving effect thereto, any Event of
Default shall have occurred and be continuing. 
Otherwise, as long as no Event of Default shall have occurred and be
continuing, Tenant may make Distributions and payments to Affiliated Persons; provided,
however, that any such payments shall at all times be subordinate to
Tenant’s obligations under this Agreement.


21.7  Prohibited
Transactions.  Tenant
shall not permit to exist or enter into any agreement or arrangement whereby it
engages in a transaction of any kind with any Affiliated Person as to Tenant or
any Guarantor, except on terms and conditions which are commercially
reasonable.


21.8  Liens
and Encumbrances.  Except
as permitted by Article 7 and Section 21.5, Tenant shall not
create or incur or suffer to be created or incurred or to exist any Lien on
this Agreement or any of Tenant’s assets, properties, rights or income, or any
of its interest therein, now or at any time hereafter owned, other than:


(a)                                  Security
interests securing the purchase price of equipment or personal property whether
acquired before or after the Commencement Date; provided, however,
that (i) such Lien shall at all times be confined solely to the asset in
question and (ii) the aggregate principal amount of Indebtedness secured by any
such Lien shall not exceed the cost of acquisition or construction of the
property subject thereto;


(b)                                 Permitted
Encumbrances;


(c)                                  Security interests in Accounts or Chattel Paper,
in Support Obligations, General Intangibles or Deposit Accounts relating to
such Accounts or Chattel Paper, in any Instruments or Investment Property
evidencing or arising from such Accounts or Chattel Paper, in any documents,
books, records or other information (including, without limitation, computer
programs, tapes, discs, punch cards, data processing software and related



 64
 









property and rights) maintained
with respect to any property described in this Section 21.8(c) or in any
Proceeds of any of the foregoing (capitalized terms used in this Section
21.8(c) without definition being used as defined in or for purposes of
Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts); or


(d)                                 As
permitted pursuant to Section 21.5.


21.9  Merger;
Sale of Assets; Etc.   Without Landlord’s prior written consent
(which consent may be given or withheld in Landlord’s sole discretion), Tenant
shall not (i) sell, lease (as lessor or sublessor), transfer or otherwise
dispose of, or abandon, all or any material portion of its assets (including
capital stock or other equity interests) or business to any Person, (ii) merge
into or with or consolidate with any other Entity, or (iii) sell, lease (as
lessor or sublessor), transfer or otherwise dispose of, or abandon, any
personal property or fixtures or any real property; provided, however,
that, notwithstanding the provisions of clause (iii) preceding, Tenant may
dispose of equipment or fixtures which have become inadequate, obsolete, worn-out,
unsuitable, undesirable or unnecessary, provided substitute equipment or
fixtures having equal or greater value and utility (but not necessarily having
the same function) have been provided.


21.10  Bankruptcy
Remote Entities.  At
Landlord’s request, Tenant shall make such amendments, modifications or other
changes to its charter documents and governing bodies (including, without
limitation, Tenant’s board of directors), and take such other actions, as may
from time to time be necessary to qualify Tenant as a “bankruptcy remote entity”,
provided  that Landlord shall reimburse Tenant for all costs and
expenses reasonably incurred by Tenant in connection with the making of such
amendments or modifications.


21.11  Trade Area Restriction.  Notwithstanding anything to
the contrary in this Agreement, neither Tenant nor any Affiliated Person of
Tenant shall acquire, own, franchise, finance, lease, manage, operate or open
any Travel Center or similar business (other than any Travel Center leased to
Tenant or any Affiliated Person of Tenant by Landlord or any Affiliated Person
of Landlord) within seventy-five (75) miles in either direction along the
primary interstate on which any Property is located without Landlord’s consent,
which consent may be given or withheld in Landlord’s sole discretion.



 65
 









 


ARTICLE 22


ARBITRATION


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


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


The decision of the
arbitrators shall be rendered within thirty (30) days after appointment of the
third arbitrator.  Such decision shall be
in writing and in duplicate, one



 66
 









counterpart thereof to be
delivered to Landlord and one to Tenant. 
A judgment of a court of competent jurisdiction may be entered upon the
award of the arbitrators in accordance with the rules and statutes applicable
thereto then obtaining.


ARTICLE 23


MISCELLANEOUS


23.1  Limitation
on Payment of Rent.  All
agreements between Landlord and Tenant herein are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of acceleration
of Rent, or otherwise, shall the Rent or any other amounts payable to Landlord
under this Agreement exceed the maximum permissible under applicable law, the
benefit of which may be asserted by Tenant as a defense, and if, from any
circumstance whatsoever, fulfillment of any provision of this Agreement, at the
time performance of such provision shall be due, shall involve transcending the
limit of validity prescribed by law, or if from any circumstances Landlord should
ever receive as fulfillment of such provision such an excessive amount, then, ipso
facto, the amount which would be excessive shall be applied to the
reduction of the installment(s) of Minimum Rent next due and not to the payment
of such excessive amount.  This provision
shall control every other provision of this Agreement and any other agreements
between Landlord and Tenant.


23.2  No
Waiver.  No failure by
Landlord or Tenant to insist upon the strict performance of any term hereof or
to exercise any right, power or remedy consequent upon a breach thereof, and no
acceptance of full or partial payment of Rent during the continuance of any
such breach, shall constitute a waiver of any such breach or of any such
term.  To the maximum extent permitted by
law, no waiver of any breach shall affect or alter this Agreement, which shall
continue in full force and effect with respect to any other then existing or
subsequent breach.


23.3  Remedies
Cumulative.  To the
maximum extent permitted by law, each legal, equitable or contractual right,
power and remedy of Landlord or Tenant, now or hereafter provided either in
this Agreement or by statute or otherwise, shall be cumulative and concurrent
and shall be in addition to every other right, power and remedy and the exercise
or beginning of the exercise by Landlord or Tenant (as applicable) of any one
or more of such rights, powers and remedies shall not preclude the



 67
 









simultaneous or subsequent exercise by
Landlord of any or all of such other rights, powers and remedies.


23.4  Severability.
 Any clause, sentence, paragraph,
section or provision of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but rather the effect thereof shall
be confined to the clause, sentence, paragraph, section or provision so held to
be invalid, illegal or ineffective, and this Agreement shall be construed as if
such invalid, illegal or ineffective provisions had never been contained
therein.


23.5  Acceptance
of Surrender.  No
surrender to Landlord of this Agreement or of the Leased Property or any part
thereof, or of any interest therein, shall be valid or effective unless agreed
to and accepted in writing by Landlord and no act by Landlord or any
representative or agent of Landlord, other than such a written acceptance by
Landlord, shall constitute an acceptance of any such surrender.


23.6  No
Merger of Title.  It is
expressly acknowledged and agreed that it is the intent of the parties that
there shall be no merger of this Agreement or of the leasehold estate created
hereby by reason of the fact that the same Person may acquire, own or hold,
directly or indirectly, this Agreement or the leasehold estate created hereby
and the fee estate or ground landlord’s interest in the Leased Property.


23.7  Conveyance
by Landlord.  If Landlord
or any successor owner of all or any portion of the Leased Property shall
convey all or any portion of the Leased Property in accordance with the terms hereof
other than as security for a debt, and the grantee or transferee of such of the
Leased Property shall expressly assume all obligations of Landlord hereunder
arising or accruing from and after the date of such conveyance or transfer,
Landlord or such successor owner, as the case may be, shall thereupon be
released from all future liabilities and obligations of Landlord under this
Agreement with respect to such of the Leased Property arising or accruing from
and after the date of such conveyance or other transfer and all such future
liabilities and obligations shall thereupon be binding upon the new owner.


23.8  Quiet
Enjoyment.  Tenant shall
peaceably and quietly have, hold and enjoy the Leased Property for the Term,
free of hindrance or molestation by Landlord or anyone claiming by, through or
under Landlord, but subject to (a) any Encumbrance



 68
 









permitted under Article 20 or
otherwise permitted to be created by Landlord hereunder, (b) all Permitted
Encumbrances, (c) liens as to obligations of Landlord that are either not yet
due or which are being contested in good faith and by proper proceedings,
provided the same do not materially interfere with Tenant’s ability to operate
any Travel Center and (d) liens that have been consented to in writing by
Tenant.  Except as otherwise provided in
this Agreement, no failure by Landlord to comply with the foregoing covenant
shall give Tenant any right to cancel or terminate this Agreement or abate,
reduce or make a deduction from or offset against the Rent or any other sum
payable under this Agreement, or to fail to perform any other obligation of
Tenant hereunder.


23.9  No
Recordation.  Neither
Landlord nor Tenant shall record this Agreement.


23.10  Notices.


(a)                                  Any
and all notices, demands, consents, approvals, offers, elections and other
communications required or permitted under this Agreement shall be deemed
adequately given if in writing and the same shall be delivered either in hand,
by telecopier with written acknowledgment of receipt, or by mail or Federal Express
or similar expedited commercial carrier, addressed to the recipient of the
notice, postpaid and registered or certified with return receipt requested (if
by mail), or with all freight charges prepaid (if by Federal Express or similar
carrier).


(b)                                 All
notices required or permitted to be sent hereunder shall be deemed to have been
given for all purposes of this Agreement upon the date of acknowledged receipt,
in the case of a notice by telecopier, and, in all other cases, upon the date
of receipt or refusal, except that whenever under this Agreement a notice is
either received on a day which is not a Business Day or is required to be
delivered on or before a specific day which is not a Business Day, the day of
receipt or required delivery shall automatically be extended to the next
Business Day.


(c)                                  All
such notices shall be addressed,


if to Landlord:


c/o
Hospitality Properties Trust


400
Centre Street


Newton,
Massachusetts  02458


Attn:  Mr. John G. Murray


Telecopier
No. (617) 969-5730



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if to Tenant:


c/o TravelCenters
of America LLC


24601
Center Ridge Road


Westlake,
Ohio  44145


Attn:  Mr. Thomas M. O’Brien


Telecopier No. (440)808-3301


(d)                                 By
notice given as herein provided, the parties hereto and their respective
successors and assigns shall have the right from time to time and at any time
during the term of this Agreement to change their respective addresses
effective upon receipt by the other parties of such notice and each shall have
the right to specify as its address any other address within the United States
of America.


23.11  Construction.  Anything contained in this Agreement to the
contrary notwithstanding, all claims against, and liabilities of, Tenant or
Landlord arising prior to any date of termination or expiration of this
Agreement with respect to the Leased Property shall survive such termination or
expiration.  In no event shall Landlord
be liable for any consequential damages suffered by Tenant as the result of a
breach of this Agreement by Landlord. 
Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated except by an instrument in writing signed by the party
to be charged.  All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Each term or
provision of this Agreement to be performed by Tenant shall be construed as an
independent covenant and condition.  Time
is of the essence with respect to the provisions of this Agreement.  Tenant hereby acknowledges that the agreement
between Landlord and Tenant to treat this Agreement as a single lease in all
respects was and is of primary importance, and a material inducement, to
Landlord to enter into this Agreement.  Without
limiting the generality of the foregoing, the parties hereto acknowledge that
this Agreement constitutes a single lease of the Leased Property and is not
divisible notwithstanding any references herein to any individual Property and
notwithstanding the possibility that certain individual Properties may be
deleted herefrom pursuant to the express provisions of this Agreement.


23.12  Counterparts;
Headings.  This Agreement
may be executed in two or more counterparts, each of which shall



 70
 









constitute an original, but
which, when taken together, shall constitute but one instrument and shall
become effective as of the date hereof when copies hereof, which, when taken
together, bear the signatures of each of the parties hereto shall have been
signed.  Headings in this Agreement are
for purposes of reference only and shall not limit or affect the meaning of the
provisions hereof.


23.13  Applicable
Law, Etc.  Except as to
matters regarding the internal affairs of Landlord and issues of or limitations
on any personal liability of the shareholders and trustees or directors of
Landlord for obligations of Landlord, as to which the laws of the State of
Maryland shall govern, this Agreement shall be interpreted, construed, applied
and enforced in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts between residents of Massachusetts which are to be
performed entirely within Massachusetts, regardless of (i) where this Agreement
is executed or delivered; or (ii) where any payment or other performance
required by this Agreement is made or required to be made; or (iii) where any
breach of any provision of this Agreement occurs, or any cause of action
otherwise accrues; or (iv) where any action or other proceeding is instituted
or pending; or (v) the nationality, citizenship, domicile, principal place of
business, or jurisdiction of organization or domestication of any party; or
(vi) whether the laws of the forum jurisdiction otherwise would apply the laws
of a jurisdiction other than Massachusetts; or (vii) any combination of the foregoing.  Notwithstanding the foregoing, the laws of
the State shall apply to the perfection and priority of liens upon and the
disposition of any Property.


23.14  Right to
Make Agreement.  Each
party warrants, with respect to itself, that neither the execution of this
Agreement, nor the consummation of any transaction contemplated hereby, shall
violate any provision of any law, or any judgment, writ, injunction, order or
decree of any court or governmental authority having jurisdiction over it; nor
result in or constitute a breach or default under any indenture, contract,
other commitment or restriction to which it is a party or by which it is bound;
nor require any consent, vote or approval which has not been given or taken, or
at the time of the transaction involved shall not have been given or
taken.  Each party covenants that it has
and will continue to have throughout the term of this Agreement and any
extensions thereof, the full right to enter into this Agreement and perform its
obligations hereunder.



 71
 









23.15  Attorneys’ Fees.  If any lawsuit or arbitration or other legal
proceeding arises in connection with the interpretation or enforcement of this
Agreement, the prevailing party therein shall be entitled to receive from the
other party the prevailing party’s costs and expenses, including reasonable
attorneys’ fees incurred in connection therewith, in preparation therefor and
on appeal therefrom, which amounts shall be included in any judgment therein.


23.16  Nonliability
of Trustees.  THE
DECLARATION OF TRUST ESTABLISHING HPT PSC PROPERTIES TRUST, A COPY OF WHICH,
TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED
WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES THAT THE NAME OF SUCH ENTITY REFERS TO THE TRUSTEES UNDER SUCH
DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITY SHALL
BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF,
OR CLAIM AGAINST, SUCH ENTITY.  ALL
PERSONS DEALING WITH SUCH ENTITY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF
SUCH ENTITY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.



 72















IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date above first written.


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  HPT PSC PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HPT PSC PROPERTIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  PETRO STOPPING CENTERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. O’Brien

  	
   

  
	
   

  	
   

  	
  Thomas M.
  O’Brien

  
	
   

  	
   

  	
  President

  
					



 


















EXHIBITS A-1 through A-40


EXHIBITS A-1 THROUGH A-40 HAVE BEEN OMITTED AND WILL BE SUPPLEMENTALLY
FURNISHED TO

THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.