Welcome to the TravelCenters of America quarterly results conference call. This call is being recorded. At this time for opening remarks and introductions I would like to turn the call over to the Director of Investor Relations Mr. Tim Bonang. Timothy A. Bonang: Our agenda today includes remarks by Tom O’Brien, our Chief Executive Officer, and Andy Rebholz, our Chief Financial Officer. After the presentation there will be a question and answer session. Today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws. These forward-looking statements are based on TA’s present beliefs and expectations as of today, November 11, 2008. TA undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made today other than as required by law and as may be discussed in future filings with the Securities and Exchange Commission or SEC. Actual results may differ materially from those implied or included in these forward-looking statements. Additional information concerning factors that could cause our forward-looking statements not to occur are contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements. With that I would like to turn the call over to Tom O’Brien. Thomas M. O’Brien: I’m extremely pleased to report our third quarter 2008 results. As I told you back in August on our second quarter conference call, 2008 results appeared to be continuing their positive trends. A weak trucking market during the quarter plagued by carrier failures and declining fuel demand caused by weak freight movement and continued fuel conservation was more than offset by a combination of the effect of the declining fuel prices and the impact of TA’s strategic initiatives. For the first time since it became a public company, TA generated positive net income for the quarter. This income totaled more than $16 million, an improvement of $33 million when compared to the net loss in the 2007 third quarter. The third quarter 2008 is also the second quarter in a row where TA generated EBITDAR and adjusted EBITDAR in excess of our cash rents which were reduced by $15 million during the quarter pursuant to our rent deferral agreement with Hospitality Properties Trust and EBITDAR and adjusted EBITDAR in excess of our GAAP rents which are not reduced by rent deferrals. On a same-site basis for the 2008 third quarter versus the 2007 third quarter our gross fuel margin increased about $30 million despite the decline in volume. While we generated a modest 2.2% decline in non-fuel gross margin, our non-fuel gross margin percentage increased 120 basis points and our site level operating expenses increased only modestly at 0.7%. Improvements in our SG&A costs continued during the quarter. SG&A declined by over $11 million versus the third quarter of 2007. It is important to understand these results in light of what is going on in the current industry environment. While I’m firmly convinced that our initiatives are working and I’m absolutely thrilled with the execution of these plans by our team, we expect the next few months to be difficult. We have taken advantage of the opportunities that have come out of conditions that existed during the third quarter of 2008 but we’re not counting on all of these conditions to persist indefinitely. We continue to refine our business, seek ways to expand it, capitalize on opportunities and to assist our customers in every way possible during these difficult times in the industry that we share with them. The combination of all of the things that happened during the quarter boosted TA’s cash position from $106 million at the end of the second quarter to $144 million at the end of the third. With that I’d like to turn the call to Andy Rebholz, our Chief Financial Officer, who will review our third quarter 2008 results in detail. After Andy’s comments we’ll answer questions. Andrew J. Rebholz: I’ll provide some details about some of our key financial results for the third quarter of 2008. In this discussion I will use the phrase same-site results which refers to the results at all and only those sites that we operated for the entire quarter in both 2008 and 2007. Our fuel volume on a same-site basis declined by 17.4% in the third quarter of 2008 versus the 2007 third quarter in part due to lower freight volumes resulting from the slowing US economy as well as fuel conservation practices implemented by truckers to combat the historically high cost of fuel and in part due to our continued cautious bidding on lower margin fuel business from fleets. Our year-over-year fuel margin on a same-site basis increased by 50.9% for the third quarter 2008 versus the 2007 third quarter. In total our 2008 third quarter fuel margin was approximately $85 million or 55% more than in the comparable 2007 quarter. During the 2008 third quarter the fuel commodities and spot markets cooperated by providing generally declining costs during the quarter. These conditions are in stark contrast to those that existed during the third quarter of 2007 when TA’s fuel margin suffered in large part due to dramatic increases in these costs. We believe we have been able to generate gross fuel margin that takes into account a balance of cost, working capital investment and competitive factors. Our non-fuel revenue during the 2008 third quarter declined by $14 million or about 4.2% on a same-site basis versus the 2007 third quarter. Our non-fuel margin during the 2008 third quarter declined modestly by $4 million or about 2.2% on a same-site basis versus the 2007 third quarter. We believe that these declines in non-fuel sales and margin were particularly modest given the relatively larger decline in fuel volumes which continued to be negatively affected by a decline in the number of customers traveling the interstates. We believe the decline in non-fuel revenues was only modest because of the attractiveness of our non-fuel offering to draw customers to our sites. Our non-fuel offering includes our truck repair business, table service and quick service restaurants, large retail stores and the most parking in the industry. Our non-fuel gross margin as a percentage of non-fuel sales increased by about 120 basis points on a same-site basis to 58% in the 2008 third quarter versus 56.8% in the 2007 third quarter. This margin improvement reflects we believe the continued impact of both volume purchasing and also systems improvements at many of our Petro locations that we’ve been able to implement as a result of our 2007 acquisition of Petro. Our site level operating expenses increased by $1.1 million or about 0.7% on a same-site basis versus the 2007 third quarter. This increase was principally due to increases in utilities, credit card fees and other costs including our continued significant investment in maintaining our operating locations and was offset by a $3.3 million decrease in labor costs during the 2008 third quarter versus the 2007 third quarter. Our selling, general and administrative costs of just over $21 million for the third quarter of 2008 represented a decrease of more than $11 million versus the comparable 2007 period mostly reflecting decreased personnel costs that largely reflect the effects of our March 2008 reduction in workforce, a reduction in legal expenses and our other cost saving initiatives. Our adjusted EBITDAR for the third quarter 2008 increased by approximately $28 million as compared to the 2007 third quarter principally due to the changes I have just described. It appears that we may be continuing to see the positive impact of our efforts to date which we began to see in our second quarter 2008 results. Now I would like to turn the call back over to Tom. Thomas M. O’Brien: I’d like to give some more details about TA’s cash and liquidity position. During the third quarter of 2008 TA’s cash balance changed as follows. We began the third quarter with $106 million of cash on the balance sheet; we spent $8 million to fund capital improvements; we sold to HPT $2 million of improvements to the HPT owned properties that we leased; we generated adjusted EBITDAR and interest income in excess of cash rent of $45.9 million; we decreased working capital modestly; and all other items net totaled about $2 million. We ended September 2008 with $144 million of cash on the balance sheet. At September 30 the portion of our credit line used to support letters of credit remained unchanged from the August 2008 level I reported to you and remains at approximately $70 million. This $100 million credit facility is otherwise undrawn. At September 30 we had approximately $25.8 million remaining on our original $125 million allowance from HPT for certain TA branded property improvements that can be sold to HPT without a rent increase. In our last call we reported on the rent deferral arrangement TA and HPT reached. As a reminder, TA has the option to defer up to $5 million of rent each month through December 2010. Interest begins to accrue on the deferred amount in January 2010 and all rent amounts deferred and interest accrued is payable to HPT not later than July 1, 2011. Through September 30, 2008 we had taken advantage of the full amount of the deferral available to us through that date of $15 million. Despite the challenges in the industry, I am perhaps more positive today than earlier in the year about the work that has been accomplished. Our team has responded to these challenges by focusing on our opportunities. The rapid decline in the price of diesel which went from $3.90 per gallon at the beginning of the quarter to $2.86 per gallon at the end of the quarter was a particularly large opportunity for us as it was for most fuel marketers in the country. We had seized upon many of the opportunities that we have and the opportunities that we have created to control costs and to improve sales and margins as well as our marketing effectiveness. I believe the disciplines we have in our business and the partnerships we’ve created with our customers, suppliers and others have paid benefits so far and will continue to do so if the economy remains difficult but will truly reach their full measure when stability and growth return to the trucking and related industries. Before I take questions from participants, I do need to remind you that TA is currently in litigation with certain dissident shareholders for recovery of costs we incurred associated with their failed attempt to launch a proxy contest earlier this year and with a shareholder who has brought a derivative claim which we believe is unfounded. We will be unable to answer any questions about these lawsuits or this subject matter. That said, we are excited to turn now to your questions.

(Operator Instructions) Our first question comes from Brian Nagel - UBS.

As we look at the results and clearly an improvement from what we saw earlier in the year, is there a way that you could break out how much TA benefited in the quarter from the decline in fuel prices versus some of the strategic efforts you guys have put in place over the past several months? Andrew J. Rebholz: I can’t break it out specifically but what I can tell you is that we attribute some of that increase to things that have sort of presented themselves in the market place to us but also to things that we have done. The focus on the things that we have done I think during this third quarter versus last third quarter our pricing strategy and protocols were shall we say refined versus where they were in the third quarter last year. Remember that we canceled the Simons Petroleum contract which was not an insignificant number of gallons for which we earned very low pumping fees. We canceled that, went through a year-long initial transition phase through May of this year after which we were free to compete directly. We have had over 90% conversion rate on those gallons and that’s certainly helped. Being able to manage fuel purchasing in the new environment if you will that caused sort of a bottleneck as we’ve talked before about putting lines of credit in place and things like that and working through trade credit issues in the higher fuel environment, adding systems to our processes to buy better; all of those things and as I said I can’t tell you specifically how much in terms of cents per gallon but all of those things are brought to bear in the third quarter along with the positive that is derived from sort of naturally our pricing structure, the industry’s pricing structure from declining fuel prices.

On the environment, given how difficult it was over the past few months with the declining macro environment and rapidly rising fuel prices, to what extent do you think competition has eased? People pulled out of the market place and then the follow on to that would be, has TA been able to capitalize on that opportunity? Thomas M. O’Brien: Actually I think that the benefits t hat we’ve seen from declining prices in fuel have been enjoyed, that portion of it that we were talking about, probably by everybody; anybody who’s lived through the ups and downs of this industry. So I think that in recent months the strength of that instant month’s earnings has been I suspect pretty good for everybody across the board, from moms and pops’ to our largest competitors. If anything, in recent months pressure has been eased somewhat. We’ll see what happens as we look forward. I know the fourth quarters for our customers has been pretty tough so far and I don’t know that anybody has a firm handle on when the economy is going to turn around. As long as diesel prices continue to decline modestly or stay stable and if it can be the case that that condition lasts until the economy starts to turn around, I don’t think we’ll see much in the way of the distress that you’re alluding to. But if those two things diverge, it’s going to be the folks that have liquidity, that have a cash cushion like we do that are going to not only survive but perhaps be able to take advantage of opportunities that may be created by that condition.

Our next question comes from Ben Brownlow - Morgan Keegan & Company, Inc.

Can you detail out kind of where you are in those cost reductions on the SG&A line and the site level expenses? Andrew J. Rebholz: On SG&A quarter-over-quarter we achieved a decline of about $11 million. A large part of that is in labor. That is the affect of our reduction of workforce that we announced in March. I want to say that’s about $2 million of it. But also the third quarter of 2007 was on the heels if you will of the acquisition of Petro and the Petro headquarters office in El Paso was generally speaking in the third quarter of 2007 fully operational. It is today completely closed so we’re talking about half of that $11 million decrease is due to those two things. Another few million dollars is due to the decline in costs associated with the retention plans that were put in place at the transaction time in January of 2007 and May when we bought Petro. And another $1.5 million or so related to legal expenses that we still have litigation going on today but having settled both the arbitration with Simons and the anti-trust litigation with Flying J earlier this year has had a positive impact on that line.

Looking out, how much leverage do you have left to pull to reduce expenses? Thomas M. O’Brien: I think our largest opportunities today are in things like our systems rollouts, like enhancements that we see in both the retail side of things in the stores, enhancements from our rollout that was just completed early this month or late last of the system [inaudible] ability to do all of those things in a greater amount of services at the significant number of shops pretty much all at once as that system has gone through. I think most of what we’re looking at going forward is revenue and margin enhancements. Are there labor and other cost cuts to be found? Sure. But I think the hatchet work is done on the big costs and now what we’re doing is fine-tuning on that cost structure but really going after other kinds of enhancement on the revenue and the margin side.

I know there have been a lot of moving parts here and it may be hard to quantify, but given the kind of movements actually in some of the lower margin business, can you talk about where you see the long-term annual fuel margins excluding all this volatility? What are your thoughts on that long-term fuel margin opportunity or goal? And along those same lines, given the exiting of some of the lower margin business, where do you see your market share after following all this exiting and possibly a rebound in 2009? Thomas M. O’Brien: Those are good questions. In terms of a goal I’m really not going to speak to that. I think that is -

Is it possible to give a range then? Thomas M. O’Brien: I think that information is just too sensitive Ben. What I can tell you is that I think that our market share may have declined modestly as we have exited some relationships for very low margin business. Each one of those decisions was made with eyes open. It is a decision that I believe that when we exited the relationship or a reduced one we have not shut doors or slammed doors or reduced our opportunities to recapture that business if the future changes to a point where it makes sense for us to do that. So we’ve maintained our relationships and in a lot of cases where we have reduced our fuel relationships with the customer, we’ve increased our shop relationships because we have those services. What we’re trying to do is bring the full menu of services to bear and maintain those relationships in this time so that if things change, we’ve got the opportunities to compete on a different basis if we decide that that’s what makes sense for us. Of course our customer has to decide that that’s what makes sense for them. I think in the past if you look at historical fuel margins that have been reported by TA and its predecessor, you can see on average an $0.08-ish range of margin. That will be affected in the future by to some extent the premium that has been enjoyed by the Petro sites which is the premium brand in the industry, has been affected to some extent by the low pumping fees that were earned on Simons gallons which were about 10% to 12% of our total. Those pumping fees I think we’ve talked about in the past were about $0.025. So therein you can see a couple of things that should push the margin over the longer term higher but there are as you said a lot of moving parts. Fuel prices have come down within the quarter but not so much year-over-year. So that’s a different environment. I think our competitors are seeing a different environment with some pretty major transactions having occurred over the last few months. So that’s a change that will be taken into account in some fashion in the market place. I’m dancing around a little bit. I’m trying to give you some color without answering that question because I just think it’s too sensitive to put a range or a point on it.

That’s understandable. And one last question on the reduction in oil prices. Can you just talk about what your expectations are on some of the cost opportunities with that reduced possible fuel surcharges, etc.? Thomas M. O’Brien: I think our cost opportunities are really with regard to how well we buy and distribute. With regard to fuel surcharges, that really is the opportunity of our customer, how they manage those and I believe that they have been relatively successful of late passing fractural fuel surcharges on to their customers. Our focus is on identifying buying opportunities mix of contract and spot, mix of the contract methods whether the pricing is opus or plans, being able to efficiently dispatch our carriers, and within making improvements and enhancements to all of those things over the past year or so. On the fuel side that’s where our opportunities lie; on the diesel side.

Our next question comes from [William Brown] - J.P. Morgan. [William Brown]: Could you model for me within the company what your fourth quarter and first couple of quarters ’09 look like for fuel charges? I was traveling on the sale of Pilot by Marathon. What metrics for that $700 million sale would relate to a company like yours? Thomas M. O’Brien: I think I’m going to disappoint you on both of those questions. I think that we do not provide earnings guidance. I think the volatility that we’ve seen over the last year or so has confirmed if anything for me that providing guidance is not a particularly good idea for a company like us. I will say though that fuel prices have continued to decline in the fourth quarter. Whether that will continue for the next six weeks or for the next six months or through the end of this week is anybody’s guess. With regard to the Pilot transaction, I don’t have any more insight than what was released by them publicly. They’re not a public company and they don’t publish reports. I don’t know the inter-workings of their relationships any better than anybody else does.

Our next question comes from Napoleon Overton - Morgan Keegan & Company, Inc.

I believe that my question has really been answered but just to clarify that I understood what you said, did you indicate that the Simons contract represented 10% to 12% of your historic total volume of gallons sold? Andrew J. Rebholz: Yes. At its peak it was about 300 million gallons.

Would you attribute 10% to 12% of the decline in your gallons sold to the elimination of that contract? Is that correct? Thomas M. O’Brien: No. Most of the customers that were in those programs have been converted to direct relationships for fuel with TA as of today. I can attribute the declines to I think the biggest piece is fuel conservation and some of the things that our customers have done in reaction to higher diesel prices have been lowering maximum speeds of their rigs, installing and experimenting with ways to eliminate drag, ways to eliminate fuel consumption during non-driving times so idling technologies or anti-idling technologies, that’s a big part of the decline in demand for fuel. The other big part is the decline in the amount of runs that they’re seeing today; a realignment of routes with a preference for heavier and heavier loads for example, the reduction in demand for call it flatbed deliveries which are caused in large part by a decline in the housing activity in the US. And all of these things sort of drip through if you will and have an impact on their level of business activity and therefore an impact on the demand for fuel. But those are by far in my view the two largest elements in the volume declines.

So if you were going to estimate what the industry-wide for the truck stop industry nationwide decline in fuel volume has been for the last three months or six months or year-to-date or whatever period you want to choose, what would you estimate that would be? Thomas M. O’Brien: I would say it’s in the double-digit range. I think that our decline is perhaps larger than some because of our approach to pricing and to exiting certain low margin businesses, whether that’s 1% difference or 5% difference or 6% difference I don’t have firm figures on those but I think that most in the industry have got to be experiencing double-digit declines as well.

Is there a spread between what you believe your decline in volumes sold, gallons sold and what you estimate the industry might be at in terms of a loss of market share that would alarm you? Thomas M. O’Brien: No. I’m not alarmed by that spread. I don’t know specifically what it is. I suspect that it is in the single digits. But the strength of our offer, the appeal of our offer to a wide range of folks who need services that they cannot get from a competitor, whether that be something specific like the inability to purchase shop services or comparable shop services at any other place on the interstate or something non-specific like they enjoy the large parking lots which are not only more convenient but I believe tend to help keep their drivers safe, reduce the risks of accidents, those sorts of things. While I’m not alarmed, I am I think vigilant with regard to the decisions that we make on a case-by-case basis to make pricing decisions for our relationships with fleets.

Our next question comes from Sasha Kostadinov - Shaker Investments.

I’ve got a question for you about your operating cash flow. Did you report what that number was? Andrew J. Rebholz: $58.8 million for the nine months.

Given the pretty significant drop you’re seeing in fuel costs, can you tell me what the dynamics would be for your inventory levels going forward? How would that affect your inventory amounts? Thomas M. O’Brien: The inventory is about $150 million. I think about $40 million of that is both diesel and gas. You’ll see that will decline with pricing levels but also decline with seasonality. September and October are still reasonably active months. So you’ll see a combination of those things affecting that $40 million. I would say given equal diesel prices between September 30 and December 31 we’re likely to see somewhat of a decline in that and you have to take that in the context of the amount of fuel that we keep on hand. We turn fuel roughly every two to four days depending on the site and its configuration.

Your SG&A level, the explanations that you gave for the decline seem to be mostly permanents. Thomas M. O’Brien: That is the intent. The only wild card in there is the legal stuff.

Our next question comes from [Analyst for Jeff Hildreth - Eagle Rock Capital]. [Analyst for Jeff Hildreth: You guys some built cash pretty nicely in the quarter. I apologize if you addressed this earlier in the call. I missed some of the call. Should we anticipate a continuation of cash build here for what you guys can foresee going forward? Thomas M. O’Brien: The fourth quarter and the first quarter are typically our weakest quarters but I think the combination of conditions that exist today, our ability to defer rent, we’re hopeful that that will offset much of or subsume the negative effects of seasonality over the next several months until we’ve reached the peak season again. [Analyst for Jeff Hildreth: What is your comfort level of cash? At what point do you stop using the deferral facility and feel as though you have a comfortable level of cash on hand? Thomas M. O’Brien: I think at this point my view is we are likely to use the deferral facility through March. As to comfort level of cash, in this capital markets that we face which to call them uncertain is an understatement. I don’t mean to be glib but the most cash that we can muster is the right level of cash because nobody knows when the markets are going to return to normalcy for things from fuel purchases to credit lines to what have you, and nobody knows how long any of this stuff is going to last. We try not to take too long a view because of that. Where I’m sitting today I do believe we’re very likely to defer at least through March and then as we get closer to that time or if things change in the interim, we’ll revisit on a month-to-month basis. [Analyst for Jeff Hildreth: I think you guys have done a good job of looking under every rock and enhancing your cash position and [inaudible] working capital. Is there much more to be done there? Thomas M. O’Brien: There may be. I think that we have seen some loosening of some of the cash and securities that we posted in certain cases for things like fuel purchases. To date we’ve used most of that loosening up to buy better, to manage better, but if fuel prices continue to decline and if some of the other strategic types of initiatives that we’ve been working on are successful, if our suppliers are as excited as some who’ve already called about the results that we’ve been able to turn in, I think that we may see some loosening up on that side. Like I said we’ve seen a little bit of it; pretty modest to date. That’s something we’ve been working on and we’ll continue to work on going forward. You’re right. There’s something there. How much can be loosened up is a balancing game. It depends upon our valuation of how we buy, when we buy and the flexibility we need but also the valuation of our suppliers. As I said, some of them have reacted already to this release in a very favorable way. [Analyst for Jeff Hildreth: It seems as though the economy was bad and then [inaudible] September and so on, anecdotally it really hit the skids. What have you guys seen in terms of your volumes and in your business the impact of all of that versus the decline in oil prices, fuel prices and net net what sort of up-to-date guidance can you tell us on the direction you’re seeing in the economy in volumes? Thomas M. O’Brien: What’s out there in the public eye is a continued decline in fuel prices. I think that is generally known as a positive for marketers in the US just as it is for us. We have heard as many have anecdotes of where was the bump for shipping. It didn’t come. I think that we’ve seen customers really working to shore up their costs and expenses. We’re working pretty closely with a lot of them to help them manage through a tough time to provide them with the right and necessary services. It’s in our interest of course but we also believe it’s in their interest not to cut so far that they’re risking safety or other issues. But it’s a tough time. It’s a good time to have a cash cushion. It’s a good time to be as you said looking under every rock and finding everything and really tightening up our operations so that by the time we’re all coming out of this as I said before, we can take advantage of the full measure. Fourth quarter I think for most of our customers, for many of our customers I should say, is going to be as tough as they’re telling you. It is. I think that as we start to move through a time here we’ll start to see lessened declines in volume, obviously if for no other reason than the easier comparisons year-over-year. That said, the decline in activity by our customers in their part of this industry doesn’t seem to have abated at this point and I really don’t expect any of them are going to soon forget about the measures that they put in place to conserve fuel. That’s sort of the gloom and doom. That’s what makes you glad that you’re hitting on as many cylinders as can fire as we are and having a cash cushion. But there are opportunities too further on down the road. Our continuing systems enhancements, the opportunity to supply urea system-wide by the end of next year to help cement that infrastructure for diesel exhaust fluids in the 2010 engines; those are things that we’re planning for. Yes. We’re looking under rocks for what we can do today but we’re also focused on the long term as well so that we’re ready for changes that occur and we’re ready for an environment that as I said folks won’t forget how to conserve fuel; the lessons that they’ve learned. We’re focused on things like expanding our customer base to expediters for example, expanding the level of services that we can offer and the level of effort and scope and breadth of the net that we cast on the marketing side for both fuel and shop and other things that folks are looking for and can’t find anywhere else.

At this time I’ll turn the conference back to Mr. O’Brien for any additional remarks. Thomas M. O’Brien: Thank you for all your questions. I am very excited about the third quarter and all of the things that have been accomplished and that we continue to focus on. I think we’ve got plenty of opportunity going forward. I’m happy to have built the cash cushion and gotten through an awful lot of big hurdles. I’m really very pleased that we were able to show it to you in the numbers almost by line item. Thanks for your interest and have a very great day.

That does conclude today’s conference call. We thank you for your participation.