Welcome to the TravelCenters of America LLC first quarter 2010 financial results conference call. Today’s call is being recorded. At this time for opening remarks and introductions, I’d like to turn the conference over to TA’s Manager of Investor Relations, Miss Carlynn Finn.

Good morning and welcome everyone. 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, May 10, 2010. TA undertakes no obligation to revise or publicly release the results of any revisions to the forward-looking statements made today other than as required by law. Actual results may differ materially from those implied or included in these forward-looking statements. Additional information concerning factors that could our forward-looking statements not to occur, is contained in our filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance upon any forward-looking statements. The recording and retransmission of today’s conference call is strictly prohibited without the prior written consent of TA. Now, I will turn the call over to Tom O’Brien. Thomas O’Brien: Good morning, and thank you for joining our call today. I’m here to report our financial results for the 2010 first quarter. For that quarter, our net loss was $41.2 million. EIBTDA for this period was $33.2 million. Each of these measures compares unfavorably to the 2009 first quarter. The single biggest factor contributing to declines and results for 2010 versus 2009 is lower fuel gross margin per gallon, which accounted for $14 million of the $23 million increase in our net loss and the $20 million decrease in our EBITDA, despite a very encouraging 9.1% positive increase in fuel volumes. Lower gross fuel margins in the 2010 first quarter are largely attributable to the outsized fuel margins earned during the first quarter of 2009 of $13.50 per gallon. While the bottom line results for the first quarter did not compare favorably with the prior year first quarter, the fuel volume increase, a modest increase of 1.1% in non-fuel revenue, and a gross fuel margin in excess of $0.10 per gallon are all encouraging signs for TA. EBITDA in the first quarter 2010, was about the same as ETIBDA for the fourth quarter of 2009, and historically, the fourth quarter has been seasonally stronger than the first quarter while the second and third quarters have been TA’s strongest. Recent economic news appears to be turning less negative, although there certainly is still caution and uncertainty evident in the U.S. economy. I am growing more confident that the economy may be rebounding at a time when we believe our marketing efforts may be increasing TA’s market share. While these are all good early signs, it is clear to me that for TA to become profitable, there’s more work to do. Our business levels are down considerably from the pre-recession levels, and while we have aggressively cut and controlled costs in both the site operations and in our overhead, sales growth must continue to accelerate and margins must remain stable. I do continue to have anxiety over the prospect of the proposed merger of the two largest companies in TA’s industry; namely, Pilot and Flying J. Until those two companies either one, consummate their proposed transaction or two, abandon that proposed transaction, I cannot be certain that TA is seeing the landscape clearly. We believe TA offers the best array of products and services in our industry, and that we have the best-trained employees. This means that TA should be well positioned to benefit from the increased trucking activity that should accompany a recovering, growing economy provided our competition does not achieve monopoly status, which can demand business from the trucking industry. Before I continue, I will turn the call over to Any Rebholz, our Chief Financial Officer who will review our first quarter results in detail. After Andy’s comments, we’ll answer questions.

Good morning, everybody. I’ll discuss some of our key financial results for the 2010 first quarter. In this discussion, I will refer to same site results, which are the results of only those sites that we have continuously operated since January 2009. In the first quarter of 2010, TA generated a net loss of about $41 million or $2.39 per share. In the first quarter of 2009, TA posted a net loss of $18 million or $1.08 per share. For the first quarter of 2010, TA also reported EBITDA of $33 million, a decrease of about $20 million versus the first quarter of 2009. EBITDA in the first quarter of 2010 fell short of cash rent by about $12.5 million and fell short of GAAP rent expense by about $25 million. The unfavorable comparisons to the prior quarter results for net loss and EBITA, are primarily attributable to the decline in fuel gross margin per gallon between quarters as Tom noted earlier, and also to an increase in operating expenses that I will discuss further in a moment. Fuel gross margin was $10 million less than in the 2009 first quarter. This decline is the net effect of a $14 million decrease resulting from the 24% decline in fuel margin per gallon, and a $4 million increase resulting from the 9% in fuel sales volume. As has been the case in the past three quarters, our margin decline on a per gallon basis, is directly related to the strong fuel margins realized from July 2009 through March 2010 in a market environment during which crude oil prices fell from historic highs around $150 per barrel to about $40.00 per barrel. In that environment, with fuel costs dropping so far so fast, the fuel margins per gallon we realized during that period could not be sustained once the fuel market reversed direction in 2009. Generally speaking, a declining market price of fuel will lead to higher margins per gallon than an increasing market price. Market prices of diesel fuel declined for most of the 2009 first quarter. Conversely, market prices of diesel fuel increased for most of the 2010 first quarter. Our fuel sales volume on a same site basis, increased by 9.1% in the first quarter 2010 versus the 2009 first quarter. We believe that this increase resulted from increased levels of trucking activity and four-wheeler customer’s counts at our sites. On a same site basis, our 2010 first quarter fuel gross margin was approximately $9.7 million or 16% less than in the comparable 2009 quarter. While our per gallon margins for fuel for the last few quarters have been well above what we had seen historically before the recession, they are not as high as those we realized from the third quarter of 2008 through the first quarter of 2009 when the market prices for fuel fell far and fast. Our fuel revenue for the first quarter of 2010 reflected an increase of $414 million or 59% while our fuel cost of sales reflected a larger increase of $424 million or 66%, resulting in the reduced fuel gross margin we generated. The increase in fuel market prices since the 2009 first quarter, is the most significant factor in these increases. Our non-fuel revenue during the 2010 first quarter increased by $3 million or about 1.1% on a same site basis versus the 2009 first quarter. We believe that the increase in non-fuel sales reflects the increased level of customer traffic at our sites, but that the effects of the increased customer counts are somewhat muted by the continued conservative discretionary spending of our customers. Our non-fuel gross margin as a percentage of non-fuel sales decreased by 106 basis points on a same site basis to 57.8% for the 2010 first quarter. This margin decline reflects a shift in the relative mix of non-fuel sales to sales of relatively lower margins goods and services. Our site level operating expenses increases by $8.3 million or 5.8% on a same site basis versus the 2009 first quarter. This increase was largely due to a$4.6 million increase in self-insurance reserve adjustments that were due not so much to poor experience currently, but to very good experience in the 2009 first quarter. Further, site repair and maintenance expenses are up over the prior year quarter as we work hard to keep our sites as attractive as we can, especially now that the trucking activity levels seem to be beginning to increase. Our selling, general and administrative costs of $19.3 million for the first quarter of 2010 were consistent with the prior year and previous quarters at only $300,000 more than in the 2009 first quarter. As Tom will detail in a moment, our cash balance was substantially unchanged during the first quarter. In an improving, but still difficult economic environment, TA has thus far been able to continue to conserve cash, meet all of its obligations and maintain its travel center sites. And now, I’ll turn the call back over to Tom. Thomas O’Brien: Just a few more comments before we turn to questions. As I’ve done in past quarters, I’ll give some details about TA’s cash and liquidity position. During the first quarter of 2010, TA’s cash balance changed as follows: we began with $156 million of cash on the balance sheet. We spent $6 million to fund capital projects. We received funding of about $2 million from HPT for improvements to properties that we lease from HPT. We paid cash rent in excess of EBITDA of $13 million, and we had $16 million of positive working capital and other changes to bring us to the $155 million in cash at the end of the quarter. At March 31, the portion of our credit line used to support letters of credit was approximately $63 million, and this $100 million credit facility is otherwise undrawn. Also, we had approximately $5 million remaining of the original $125 million allowance from HPT for certain TA branded property improvements to be funded by HPT without a rent increase. It is fair and important to note that the ability to defer up to $5 million of our rent to HPT each month has been an integral factor in maintaining our cash balance. Now Andy and I will take your questions.

(Operator Instructions) Your first question comes from [Scott Fahey – Rockwood Investment Management] [Scott Fahey: After following you for some time now, it would appear that you’re only profitable in the absolute best of times; high volumes, better than average fuel margin. What is the status of rent negotiation with HPT? It’s pretty clear at this point that the numbers just don’t work in the current state of play. Thomas O’Brien: I would say that what’s been clear is that we have not shown that we are profitable in the worst of times, but I don’t want to fence with you. The rent deferral that we have in place is in place until the rent is due midyear next year. That is something certainly that we have to deal with. We haven’t yet come to the point where I feel that we know the landscape well enough to approach HPT early. Obviously, that has to happen, but it hasn’t happened yet. We’re closer today than we were at the last conference call, but not yet there. [Scott Fahey: Closer only because of the passage of time, or closer because you’ve concluded that you’ve more convinced yourself that it’s necessary. Thomas O’Brien: Passage of time. [Scott Fahey: So it’s safe to say we are convinced it needs to happen? Thomas O’Brien: Obviously, a resolution of the rent deferral arrangement has to be come. Now one of those resolutions could be that TA repays is obligations and things continue. The range of possibilities is fairly wide at this point. Obviously as time goes on, that range narrows and that helps dictate what the ultimate solution is going to be. [Scott Fahey: But the passage of time obviously is costing you a lot of money. It’s not a free option, at least at t his point, so why keep waiting? Thomas O’Brien: I think I’ve been clear about that, and I don’t know that I agree that the passage of time is costing me a lot of money. We have a net rent deferral that is because of the interest component on the deferred balance that is declining, and I think that’s something, when I say net, I mean net of the $5 million in the interest deferral. But this has always been about strength marshalling capital and while I think some have, and I don’t know if you’re in this camp, have looked at the interest component of the deferral as an issue in and of itself. To me, I think that it’s got to be looked at holistically, and so I tend to look at those numbers net. I don’t mean to put words in your mouth, again I don’t know if you’re in that camp on the interest or not.

You're next question comes from [Antwan Fick – Goldman Sachs] [Antwan Fick: On the non fuel volume, getting a sense of what’s the share of the total and of the growth that is linked to the maintenance and over the past few quarters you mentioned there was a lot of deferring happening at the maintenance level. On the site operating levels, and getting a sense of what’s sustainable in the growing environment for fuel and non-fuel volume and what’s overall annualized level of site operating level costs you’re feeling comfortable with? Thomas O’Brien: Non-fuel revenue, our shop revenue was up. Food revenue was down slightly and the store business was about flat. In terms of site operating costs, the maintenance expense that increase our of the $8.3 million, was about $1 million and in part, I wouldn’t say even in large part, it was due to prior amounts deferred, but it is in fact, in part due to trying to make sure that the lead we have in quality of sites is maintained and perhaps extended during a period of time when we do believe we may be gaining market share, if nothing else, because of our principal competition may be distracted by other matters. [Antwan Fick: Should we think about it as a temporary investment phase and it gets back to a lower level or are we talking about the new run rate here? Thomas O’Brien: Let me say a couple of things. In terms of the maintenance, I think the answer is that I don’t yet know and that’s because if I spend money to maintain a lead in terms of quality over competition, there’s nothing to prohibit them from doing the same thing. So it may be a bit of a race. The bigger component of the $8 million plus increase in operating expenses, was a combination of adjustments to medical claims and to general liability and that I think is perhaps closer to the run rate because in the first quarter of 2009, we had some pretty favorable adjustments in those categories. Now the subject of management and there may be opportunities to decrease them through management. Obviously, it takes a little bit longer to have that show up in the results, but I think for that component, which is about $5 million of the total, you can think of that as a run rate in sequential quarters.

You're next question comes from Smedes Rose – KBW.

I want to make sure I understood that right. This $4.6 million increase in the self-insurance reserve that you’ve booked in the first quarter, you would expect a similar amount for each quarter through the rest of the year? Thomas O’Brien: I think it’s a combination of good experience in the first quarter and adjustments. The first quarter is not that much different in those costs versus the fourth quarter of last year.

I think the point there may be we don’t expect or believe that what happened first quarter versus first quarter is going to repeat in each of the subsequent quarters. We think that the trend that expressed itself in the first quarter this year, was just a continuing of the trend from the later part of 2009 such that we don’t expect that you would see a $4.5 million to $5 million increase in those reserve adjustments compared to the prior year for each of the remaining quarters this year.

Can you comment on what trends have been like in April and thus far in May just in terms of your fuel volumes? Have you continued to see a pretty nice pick up year over year? Thomas O’Brien: We haven’t obviously disclosed those, but I will tell you directionally, similar.

You're next question comes from [Carlos Singh – Sand Partners] [Carlos Singh: Your $63 million CapEx for this year, could you tell us how much of that is maintenance and repair CapEx?

With the CapEx for this year, the piece that you’d call maintenance is probably in that $40 million range, and then the remainder would be more return related or growth related. [Carlos Singh: I believe that beginning 2012, your rent will have valuable components, which is if I believe correctly, a 3% of non-fuel revenues and .3% of fuel revenues. Could you verify those numbers?

Yes, but it’s important to note that it’s not 3% of 2012 non fuel revenues and it’s not $0.3% of fuel margin. That percentage applies to the increase of 2012 over 2011. So if for example, non-fuel margin in 2011 is $100 and non-fuel revenue in 2012 is $103, then the percentage component is the difference, three time three. [Carlos Singh: So I suppose if you had a decline, let’s say 2011 was $100 and 2012 was $98 and there was no valuable component then.

Right.

You're next question comes from [Dennis Worst – Silkstone Capital Group] [Dennis Worst: I’ve got a friend who’s an OTR guy, and Billy comes back into Phoenix a couple of days ago, and he goes, “Dennis, I used these Idle Air things out in these parking lots, and they kind of keep me around for awhile.” And I figured, what, what’s wrong with them. He said, “No, they’re taking some of them out. They’re planning on taking some of them out.” And I was surprised by that because you said you were a bit fearful, or used the word anxious about a mega merger from the competitors, so in order to keep people in the parking lot, I thought this Idle Air product was actually kind of interesting. I’ve not seen it myself, but this is one of my channel guys. And I’ve heard buzz that there could be some anti idling legislation coming, so I don’t know what the finances are with the product, but as an ancillary revenue thing, does it make sense to have something like that even a little bit early in the parking lots and keep them? Are you getting rid of them? Are they sticking around? I’d love to know because I was very surprised when Billy came back from this trip and said they might get rid of them, and I thought, well that’s not consistent with what it sounded like. Thomas O’Brien: Let me fill you in. Idle Air was a third party company. It’s was a start up. They went through one bankruptcy. Sometime late fourth quarter, early first quarter, they ceased operations. They ceased to operate as a company. So while we may find an adaptive re-use for their product, unfortunately, in our view, that product not only may have a limited life, but is very expensive to run as currently configured. So while it’s not 100% for sure that equipment will be removed and not adapted, that is where we’re headed. The trucking industry and manufacturers of trucks haven’t yet fully adapted to anti idling laws and legislation, which have been around for quite some, time, and they are getting stronger by increments. And the reason I say that is because for example, there is no way to plug in a truck. There’s no widely accepted way to plug in a truck like you might plug in an RV for example. There are auxiliary power units, which are basically very small diesel engines, much like those that run refrigerated trailers, but they are not standard equipment and part of the reason is because they weigh a lot. So this is sort of an industry wide issue. It is absolutely current and topical and not something that anybody really has landed on a final solution because there’s drawbacks with every solution that I’ve seen proposed from weight, to cost, to retrofitting to all sorts of issues that may have plagued Idle Air as well. So that’s the background on that. [Dennis Worst: So they ceased operations with everybody or with TA alone? Thomas O’Brien: At the time that they ceased operations I want to say they had about 110 or 120 installations and about 100 of them were at TA’s and Petro’s and that company as a company, shut down. Now there be, and I don’t know, or can’t say, there may be others attempting to revitalize that and they may be successful. [Dennis Worst: That was one of Billy’s points. He said it was out TA but it was on at other places, and it just wasn’t consistent with the keep them in our parking lot. So that’s why I was kind of confused. How much would it cost to pull these out? Thomas O’Brien: At this point, because of issues associated with recovery and the end of the lease, I can’t really comment on that.

You're next question comes from [Tom Williams – Amhurst Alpha] [Tom Williams: Regarding your fuel card and credit card fuel related transaction fees, are those netted against your margin or do they appear within your site operating expenses.

They’re in operating costs.

You're next question comes from [Max November – Triangle Partners] [Max November: Your same site fuel sale volumes were pretty robust. Do you see that as indicative of a beginning phases of a recovery and what are you seeing going forward as far as enthusiasm or concern from some of the truck fleets? Thomas O’Brien: I think they’re largely as I am, cautiously optimistic. I think that generally speaking, everyone is a little bit hesitant to call an upturn from the absolute bottom. Every once in a while you hear people wondering aloud whether or not this is in part at least, or in total a refilling of inventories. But as days go on, you see more and more economic news, and so I think people are starting to kind of turn the corner. I’m starting to as well. A little bit cautious because of the things I just mentioned, but also because of the potential changes that may be coming in our industry in terms of the consolidation of our two largest competitors. So today, I think there may be some part of that 9.1% change that is increase in market share. Whether or not that will continue is something that will be determined after the direction of our competitors and the economy obviously become known.

You're next question comes from [Jeff Gagan – Milwaukee Private Management] [Jeff Gagan: Regarding the proposed merger of Flying J and Pilot, can you speak about your expected impact in three ways; number one, would the new fleet customers that you’ve seen, the impact with respect to new customers, specifically fleet customers. Thomas O’Brien: Today, the impact is unknown. I don’t know what approach our competitor might take, but obviously having a larger group of sites is one factor that might be touted as a competitive advantage, but whether or not that will ultimately carry the day and how much of the day might be carried, is something that remains to be seen. What I need to focus on is TA’s attractiveness. It’s our ability to show our customers that business optimization is the right way to go. So for example, if you were to be running a truck, and stopped in a small site for fuel, only to have your driver pull out of that site and relocate to a TA where he can get a sit down meal and meet friendly employees, etc., is that a value proposition or a value destruction proposition for our customers? That’s what we emphasize. [Jeff Gagan: But isn’t it true that many of your fleet customers like to have two different corporate vendors and if the successful merge occurs, then your potential customer now has a single vendor if they previously Pilot or Flying J and in conversations I had with Andy, he suggested that you anticipated that you would see a significant number of new fleet customers as a result of that merge so that you customer had a diversified source of fuel. Are you going to see that? Thomas O’Brien: I’m not sure. You may have misunderstood Andy, but let me tell you that each fleet customer is going to make their own decisions and some will be compelled by having a multitude of sources and some will not. Again, we have to focus on the things that we can bring to the table, which I think are significant, and believe 100% that business optimization or business is optimized best by utilizing our sites. Unfortunately, those decisions don’t get to be made by me or our competition. They get to be made by our customers. So I think, I guess what I’m saying is TA is not unequipped to deal with the markets going forward. However, they may ultimately manifest. But it is a big change and it is change in an environment that we haven’t seen before. Whether or not we’ll be as successful, more successful or less in that environment remains to be seen. [Jeff Gagan: Related to this proposed merger, it was my impression that Flying J has historically been the price leader, and potentially some of that industry behaviour where Flying J is now a Pilot company, Andy had suggested that your company felt the pricing margins may become more rational in the future if Flying J is in fact acquired by Pilot. Can you confirm that’s your belief? Thomas O’Brien: I can confirm that in the past the retail price leadership position has been generally between the three real companies in this space. It’s generally fallen to Flying J. Whether or not that will change is obviously not up to me. [Jeff Gagan: Do you have an opinion? Thomas O’Brien: I really don’t want to speculate on price. It’s a little bit of a dangerous area and a very, very close industry. [Jeff Gagan: I’ve just got to assume based upon my knowledge of the Flying J, Pilot, TA locations around the country that the Department of Justice is going to have some position about monopoly in local markets if not across the industry. I would think that some of these facilities, Pilot or Flying J would have to be divested in order for any kind of acquisition to be completed and I would think that TravelCenters might be in a position where they would want to opportunistically make acquisitions. Is it conceivable that some of the cash you’re keeping available would be for such acquisitions or have you had conversations with HPT related to such a strategy. Thomas O’Brien: I’ll say a couple of things. One, there has been no earmarking of cash for that purpose. That’s not to say that it might not be available, but at this time, our marshalling of cash began to happen well before any of this unfolded. With regard to potential, first, we’re always talking to HPT, but I can’t really comment on whether or not, let’s put it this way, whether or not there is a level of potential. I just can’t comment. [Jeff Gagan: I agree with the gentleman from Rockwood, it seems in order for you to have an economically viable business model, and I’ve followed your company for a few years and it seems of rare occasion you bring earnings to the bottom line. I know you comment has been well, look at our cash flow. But it strikes me that short of some kind of renegotiation of your lease agreement with HPT, that your economic model may not be viable at all. Can you comment on that? Thomas O’Brien: I think I have, and I think the point is that today, the rent deferral agreement that we have gives us the option to allow things to unfold a little bit more before we have to make a decision. I think that is valuable in and of itself, to TA considering what’s going on in the industry and in the economy. So I don’t necessarily disagree with you or with the previous caller on the same topic, but I think there is perhaps a wider range of options. Three months or six months or nine months, and it may come to the conclusion that you seem to be professing now, but I don’t disagree with that as a possibility. I just think that the time isn’t yet right to maximize TA’s advantage or minimize its disadvantage in that arena. [Jeff Gagan: You see to minimize the 12% cost of that rent deferral on the deferred amount. That strikes me as a relatively high rate of interest to pay, but you’re not concerned about that? Thomas O’Brien: Would I like it if it were lower? Sure, but I think the balance sheet and financial position types of questions and concerns far outweigh the impact of that on the income statement measures if you will.

Mr. O’Brien, there are no further questions at this time. I’ll turn the call back over to you. Thomas O’Brien: I appreciate everybody’s input and interest and we’ll be looking forward to talking to you in about three months. Take care.