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c;► 0 O SOGIL5 + 3 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, further amended and restated as of November 14, 2000 and further amended and restated as of December 1, 2004 (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 Seven Hundred Million Dollars ($700,000,000). 4. The fifth and sixth paragraphs of the recitals of the Deed of Trust are hereby deleted and the following language is substituted in lieu thereof: Pursuant to the terms of, and subject to the conditions specified in, the Credit Agreement, (i) the Lenders have agreed to make Term Loans, Revolving Loans and Incremental Extensions of Credit to the Borrower, (ii) the Swingline Lender has agreed to make Swingline Loans to the Borrower (the Swingline Loans, together with the Term Loans, Revolving Loans and Incremental Extensions of Credit, the "Loans ") and (iii) the Fronting Bank has agreed to issue Letters of Credit for the account of the Borrower. The sum of the principal amount of the Loans and the Letters of Credit from time to time outstanding and secured hereby shall not exceed Nine Hundred Thirty Million Dollars ($930,000,000). S. The Grantor hereby represents and warrants that the Guarantee and the Existing Deed of Trust (as amended by this First Amendment) are in full force and effect and are valid and enforceable obligations and agreements of Grantor in accordance with the terms and provisions thereof. Grantor hereby waives, discharges and releases forever any and all existing claims, defenses and rights of set -off that Grantor may have against Beneficiary or which may affect the enforceability by Beneficiary of its security and its various rights and remedies under the Guarantee and the Existing Deed of Trust. [[ NYCORP :2517298v2:4417A:06/24/05- -01:10 p]]