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<br />AMENDED AND RESTATED DEED OF TRUST,
<br />SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS
<br />THIS AMENDED AND RESTATED DEED OF TRUST,
<br />SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
<br />RENTS dated as of November 14 , 2000 (this "Deed
<br />of Trust "), by TA OPERATING CORPORATION, a
<br />Delaware corporation (successor by merger to
<br />NATIONAL AUTO /TRUCKSTOPS, INC., a Delaware
<br />corporation), having an office at 24601 Center
<br />Ridge Road, Suite 300, Westlake, OH 44145 (the
<br />"Grantor "), to FIRST AMERICAN TITLE INSURANCE
<br />COMPANY (the "Trustee ") for the benefit of THE
<br />CHASE MANHATTAN BANK, a New York banking
<br />corporation, having an office at 270 Park Avenue,
<br />4th Floor, New York, New York 10017, Attention of:
<br />William Caggiano, (the "Beneficiary ") as
<br />Collateral Agent for the benefit of the Secured
<br />Parties (as such terms are defined below);
<br />WITNESSETH THAT:
<br />Reference is made to the Amended and Restated
<br />Credit Agreement dated as of even date herewith (as further
<br />amended, replaced or refinanced from time to time, the
<br />"Credit Agreement "), among Travel Centers of America, Inc.,
<br />a Delaware corporation (the "Borrower "), the Lenders from
<br />time to time party thereto (the "Lenders "), The Chase
<br />Manhattan Bank, a New York banking corporation ( "Chase "), as
<br />Administrative Agent, Collateral Agent and Fronting Bank and
<br />Chase and Credit Suisse First Boston, Inc., a bank organized
<br />under the laws of Switzerland acting through its New York
<br />branch ( "Credit Suisse "), as Swingline Lenders, and Credit
<br />Suisse, as Syndication Agent. Capitalized terms used but
<br />not defined in this Deed of Trust have the meanings given to
<br />them in the Credit Agreement.
<br />The Credit Agreement was initially entered into by
<br />Borrower, the Lenders and Chase on March 21, 1997 (the
<br />"Original Credit Agreement ") and was previously amended and
<br />restated on November 24, 1998 (the Original Credit
<br />Agreement, as so amended and restated, is hereinafter
<br />referred to as the "Existing Credit Agreement ").
<br />Reference is also made to the several Senior
<br />Secured Note Exchange Agreements, each dated as of March 21,
<br />1997 and supplemented as of November 24, 1998 among the
<br />Borrower and the Series I Tranche A Note Purchasers listed
<br />on Schedule I thereto (as so supplemented, the " Tranche A
<br />Exchange Note Purchase Agreements ").
<br />[NYCorp; 1105401 .3:DPCO2:11 /11/00- 12:05a] (Hall County)
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<br />AMENDED AND RESTATED DEED OF TRUST,
<br />SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS
<br />THIS AMENDED AND RESTATED DEED OF TRUST,
<br />SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
<br />RENTS dated as of November 14 , 2000 (this "Deed
<br />of Trust "), by TA OPERATING CORPORATION, a
<br />Delaware corporation (successor by merger to
<br />NATIONAL AUTO /TRUCKSTOPS, INC., a Delaware
<br />corporation), having an office at 24601 Center
<br />Ridge Road, Suite 300, Westlake, OH 44145 (the
<br />"Grantor "), to FIRST AMERICAN TITLE INSURANCE
<br />COMPANY (the "Trustee ") for the benefit of THE
<br />CHASE MANHATTAN BANK, a New York banking
<br />corporation, having an office at 270 Park Avenue,
<br />4th Floor, New York, New York 10017, Attention of:
<br />William Caggiano, (the "Beneficiary ") as
<br />Collateral Agent for the benefit of the Secured
<br />Parties (as such terms are defined below);
<br />WITNESSETH THAT:
<br />Reference is made to the Amended and Restated
<br />Credit Agreement dated as of even date herewith (as further
<br />amended, replaced or refinanced from time to time, the
<br />"Credit Agreement "), among Travel Centers of America, Inc.,
<br />a Delaware corporation (the "Borrower "), the Lenders from
<br />time to time party thereto (the "Lenders "), The Chase
<br />Manhattan Bank, a New York banking corporation ( "Chase "), as
<br />Administrative Agent, Collateral Agent and Fronting Bank and
<br />Chase and Credit Suisse First Boston, Inc., a bank organized
<br />under the laws of Switzerland acting through its New York
<br />branch ( "Credit Suisse "), as Swingline Lenders, and Credit
<br />Suisse, as Syndication Agent. Capitalized terms used but
<br />not defined in this Deed of Trust have the meanings given to
<br />them in the Credit Agreement.
<br />The Credit Agreement was initially entered into by
<br />Borrower, the Lenders and Chase on March 21, 1997 (the
<br />"Original Credit Agreement ") and was previously amended and
<br />restated on November 24, 1998 (the Original Credit
<br />Agreement, as so amended and restated, is hereinafter
<br />referred to as the "Existing Credit Agreement ").
<br />Reference is also made to the several Senior
<br />Secured Note Exchange Agreements, each dated as of March 21,
<br />1997 and supplemented as of November 24, 1998 among the
<br />Borrower and the Series I Tranche A Note Purchasers listed
<br />on Schedule I thereto (as so supplemented, the " Tranche A
<br />Exchange Note Purchase Agreements ").
<br />[NYCorp; 1105401 .3:DPCO2:11 /11/00- 12:05a] (Hall County)
<br />
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