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9' r 200411880 AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FINANCING STATEMENT THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FINANCING STATEMENT dated and effective as of December 1, 2004 (this "Deed of Trust "), by TA OPERATING CORPORATION, a Delaware corporation, having an office at 24601 Center Ridge Road, Suite 300, Westlake, OH 44145 (the "Grantor "), to First American Title Insurance Company, as trustee (the "Trustee ") for the benefit of JPMORGAN CHASE BANK, N.A., formerly known as The Chase Manhattan Bank, a national banking association, having an office at 270 Park Avenue, 4th Floor, New York, NY 10017, (the "Beneficiary ") as Collateral Agent for the benefit of the Secured Parties (as such terms are defined below); WITNESSETH THAT: Reference is made to the Amended and Restated Credit Agreement dated as of even date herewith (as further amended, supplemented, replaced or refinanced from time to time, the "Credit Agreement "), among Travel Centers of America, Inc., (the "Borrower "), the lenders from time to time party thereto (the "Lenders "), JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank ( "JPMorgan"), as administrative agent (the "Administrative Agent ") for the Lenders, as collateral agent (the "Collateral Agent ") for the Secured Parties, as fronting bank (the "Fronting Bank") and as swingline lender (the " Swingline Lender ") and Lehman Commercial Paper Inc., as syndication agent (the "Syndication Agent "). Capitalized terms used but not defined in this Deed of Trust have the meanings given to them in the Credit Agreement. The Credit Agreement was initially entered into by Borrower, the Lenders and JPMorgan on March 21, 1997, and was amended and restated as of November 24, 1998 and further amended and restated as of November 14, 2000 (as so amended and restated, the "Existing Credit Agreement "). Pursuant to the Existing Credit Agreement, Grantor granted the Deed of Trust described on Schedule A hereto (the "Existing Deed of Trust ") to Beneficiary in order to secure term, revolving and swingline loans and letters of credit outstanding from time to time under the Existing Credit Agreement in an aggregate principal amount/face amount not to exceed $428,000,000. The revolving loans, swingline loans and letters of credit under the Existing Credit Agreement have been paid in full concurrently with the execution and [[NYC0RP:2455832v1 ]]