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aaoZ FIRST AMENDMENT OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (this "First Amendment ") dated and effective as of June 30, 2005, by TA OPERATING CORPORATION, a Delaware corporation, having an office at 24601 Center Ridge Road, Suite 300, Westlake, Ohio 44145 (the "Grantor "), to 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, New York 10017, (the `Beneficiary ") as Collateral Agent for the benefit of the Secured Parties (as such terms are defined below); WITNESSETH: WHEREAS, Grantor and Beneficiary are parties to that certain Amended and Restated Deed of Trust, Security Agreement, Assignment of Leases and Rents and Financing Statement described on Schedule A attached hereto (as previously amended, the "Existing Deed of Trust "), encumbering certain real property more particularly described in Exhibit A attached hereto and made a part hereof, WHEREAS the Lenders and Beneficiary, as agent for such banks, are parties to the Credit Agreement which is being amended and restated to, among other things, increase the principal amount of the Loans; and WHEREAS the parties wish to modify the Deed of Trust as required by the Credit Agreement. NOW, THEREFORE, Grantor and Beneficiary, for and in consideration of the premises contained herein, Ten and No /Hundredths Dollars ($10.00) and other good and valuable consideration, the receipt, acceptance and sufficiency whereof is hereby acknowledged, do hereby agree as follows: 1. Capitalized terms used herein and not otherwise defined herein shall have the same meaning as in the Existing Deed of Trust. 2. "Lenders" as defined in the Existing Deed of Trust is hereby amended to mean the Lenders as defined below. 3. The first three paragraphs of the recitals of the Existing Deed of Trust are hereby deleted and the following language is substituted in lieu thereof: 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 [[ NYCORP2517298v2!4417A-06/24/05- -01:10 p]]