Ladies and gentlemen, thank you for standing by and welcome to the TravelCenters of America Third Quarter conference call. At this time, all participants are in a listen-only mode. Later we will conduct a question and answer session. Instructions will be given at that time. If you should require assistance during the call, please press star then zero. As a reminder, today’s call is being recorded. I would now like to turn the conference over to our host, Mr. Tim Bonang. Please go ahead.

Thank you. 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, November 8, 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 cause 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 on any forward-looking statements. I would note the recording and retransmission of today’s conference call is strictly prohibited without prior written consent of TA. Now I would like to 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 third quarter. For that quarter, we generated net income of $4.5 million, a nearly $17 million improvement over the 2009 third quarter bottom line. EBITDAR for this period was about $80 million, which was a $20 million increase over the 2009 third quarter EBITDAR. Fuel gross margin per gallon was a significant contributing factor to the improvements in results between years for the third quarter. A higher level of fuel gross margin per gallon and a 4.8% increase in fuel gallons sold combined to generate $14 million more fuel gross margin in the 2010 third quarter than in the 2009 third quarter. While fuel margin was a big part of the story in the third quarter, as it has tended to be recently, it was not the full story. A significant contributing factor to TA’s results this quarter was the continuing impact our internal efforts to increase revenue and EBITDAR. On a same site basis, fuel sales volume was up 5.6% for the quarter and non-fuel revenues were up 9.1%, each over the 2009 third quarter, while the non-fuel margin percentage increased and site level operating expenses were held in check. Site level operating expenses as a percentage of non-fuel revenues on a same site basis was 50.7% in the 2010 third quarter, 160 basis points better than in the 2009 third quarter. TA’s third quarter 2010 results are encouraging in the current economic environment, one in which GDP has been estimated to be growing at only a 2% annual rate. As I reported to you last quarter, TA’s operational efforts continue to emphasize TA’s competitive advantages, including our full service location size which provides benefits to our customers of ample parking and easier maneuverability; our Company-run restaurants which provide us with a direct connection with our customers; and the largest, most comprehensive truck service offering in the industry. Our UltraONE loyalty program introduced in late July of this year is already the number one customer loyalty program in our business. We intend to continue to focus on the advantages of the TA and Petro full service offering that will provide us with some of the keys to successfully operate in the future despite the challenging landscape of our industry, and I believe our efforts are showing up in the results reported today. I’ll now turn the call over to Andy Rebholz, our Chief Financial Officer, who will review our third quarter results in detail; and after Andy’s comments, we’ll answer questions.

Thanks Tom, and good morning everybody. I will discuss some of our key financial results for the 2010 third quarter. In this discussion I will refer to same site results which are the results that only those sites that we have continuously operated since July 1, 2009. In the third quarter of 2010, TA generated net income of $4.5 million or $0.26 per share. In the third quarter of 2009, TA had posted a net loss of $12.2 million or $0.73 per share. For the third quarter of 2010, TA also reported EBITDAR of $79.8 million, an increase of $19.9 million versus the third quarter of 2009. Let me emphasize an important point – EBITDAR in the third quarter of 2010 exceeded cash rent and interest by about $27 million, and exceed GAAP rent and interest expense by about $15 million. In the third quarter of 2009, EBITDAR exceeded cash rent and interest by $12 million and fell short of GAAP rent and interest expense. All of these favorable comparisons to the prior year quarter results are largely attributable to the increase in fuel gross margin between quarters, as Tom noted earlier, but also are attributable to increases in non-fuel sales in gross margin and continued control over operating and SG&A expenses. Fuel gross margin was $14.2 million more in the 2010 third quarter than in the 2009 third quarter. This increase is the net effect of both an increase in fuel gross margin per gallon and an increase in fuel sales volume. Our same site fuel sales volume increased by 5.6% in the third quarter of 2010 versus the 2009 third quarter. We believe that this increase resulted from increased levels of trucking activity and a larger number of trucker and four-wheeler customers at our sites. On a same site basis, our 2010 third quarter fuel gross margin was $15.2 million or 25.6% higher than in the comparable 2009 quarter. Our same site non-fuel revenue during the 2010 third quarter increased by $26.3 million or 9.1% versus the 2009 third quarter. We believe that the increase in non-fuel sales reflects the increased number of customers at our sites as economic activity increased, as well as a slight loosening of the tight control over discretionary spending that our customers had displayed throughout the past few years as a result of the recession. Our same site non-fuel gross margin as a percentage of non-fuel sales increased by 10 basis points to 57.5% for the 2010 third quarter. This improved margin percentage reflects a shift in the relative mix of non-fuel sales to sales of relatively higher margin goods and services, as well as a reduced level of price discounting and lower purchase prices for certain of our inventory items. Our site level operating expenses increased by $8.3 million or 5.5% on a same site basis versus the 2009 third quarter. This increase was largely due to the increase in fuel and non-fuel sales activity at our sites during the quarter. Further, site repair and maintenance expenses were 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 have increased somewhat. Importantly, operating expenses as a percentage of non-fuel sales for the third quarter of 2010 improved to 50.7% as compared to a 52.3% rate for the 2009 quarter. Our selling, general and administrative costs of $20.5 million for the third quarter of 2010 were $800,000 more than in the 2009 third quarter, due mostly to personnel cost increases of about 2% and increased legal fees expense. Now I will give some details about TA’s cash and liquidity position. Our cash balance for the third quarter remained essentially the same as for the second quarter. We began the quarter with $170 million of cash on the balance sheet. We generated EBITDAR in excess of cash rent and interest of $27 million, which includes the benefit of $15 million of rent deferral in the quarter. We spent $19 million to fund capital projects and we received funding of about $4 million from HPT for improvements to properties we lease from HPT. And we had $12 million of negative working capital and other changes to bring us to $170 million in cash at the end of the quarter. At September 30, 2010, the portion of our credit line used to support letters of credit was approximately $63 million, and this $100 million credit facility was otherwise undrawn. Also as of September 30, 2010, we had received all of the original $125 million tenant improvement allowance from HPT for certain TA-branded property improvements to be funded by HPT without a rent increase. 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. 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. And now I turn the call back over to Tom. Thomas O’Brien: Thanks, Andy. As Andy noted, the current rent deferral available date to TA has had a significant positive effect on our liquidity position. Under the terms of our deferral arrangement with HPT, our $5 million per month rent deferral options continue until the end of this year, and the deferred rent balance is due in full by July 1, 2001—excuse me, 2011. We expect to engage HPT in discussions about our capacity to repay the deferred rent amounts and other matters, and HPT has expressed a willingness to do so but terms have not yet been struck or proposed as of today. Andy and I will now take your questions. Operator, do we have any?

Thank you. Ladies and gentlemen, if you wish to ask a question, please press star then one on your touchtone phone. You will hear a tone indicating you’ve been placed in queue. You may remove yourself from the queue at any time by pressing the pound key. If you’re using a speakerphone, please pick up the handset before pressing the numbers. Once again, if you have a question please press star, one at this time; and one moment, please, for the first question. Okay, we have a question from the line of Smedes Rose with KBW. Please go ahead.

Hi, thanks. I’m just wondering on your negotiations, I mean, is the timeline on that just open until June of 2011, or is there some other marker at which point you would expect to have a revised agreement with HPT? Thomas O’Brien: We haven’t set a deadline. I’m careful not to do so because I’m not the only party involved. We have, as I said, asked to meet with HPT and they’ve expressed a willingness to do so. Obviously the drop dead is—a major milestone is the actual due date, but beyond that I really need to be careful not to comment.

Okay, so it could just be sort of an unknown for potentially seven and a half more months or something. Thomas O’Brien: That is the potential.

Okay, thanks.

Thank you, and if there are any addition questions please press star, one. At this time we do have a question from the line of Bryan Maher with Citadel Securities. Please go ahead.

Good morning, guys. Suffice it to say, then, to follow up on Smedes’ question that no proposals have been made from either party to date yet on the money owed? Thomas O’Brien: That’s correct.

Thank you.

Okay, and we have a follow up question from the line of Smedes Rose with KBW. Please go ahead.

Hi, thanks. Just on operationally, for the second quarter you’ve had at least relative to our relatively inexperienced modeling on this kind of business, that your margin per gallon has definitely been better than what we had anticipated. And I think you had rising costs in gasoline over the course of the quarter. I’m just wondering, do you think like that’s relatively sustainable going forward, or what’s kind of your feel for that now? Thomas O’Brien: Well, we haven’t had any outliers in terms of fuel margin per gallon for quite some time, so you’d probably have to look back to, I don’t know, maybe the fourth quarter of 2008 when it was $0.19; and so the last outlier we had was a positive surprise. From that, if history is a predictor of the future, I would say going on close to two years now we’ve been in this range. We’ll caution that because it is—that fuel margin is affected by volatility, which we can’t control, and it is impacted to a certain extent by competitive factors which, frankly, the landscape is still evolving as our two former largest competitors in the past have merged and are apparently, to me, sorting out the details, and we haven’t had a lot of operating competitive history with that combined entity. So but subject of those two things, certainly the recent string of quarters at these double-digit levels has been—

Relative to your last call and given that merger, I think—remind us, but I think maybe you thought TA’s properties were picking up maybe a little bit of share on a relative basis. I mean, so now that we’re a few more months into it, are you seeing anything, I guess, more color on the competitive side from those guys? I mean, are they being more aggressive on pricing or trying to get share, or anything on that you can share? Thomas O’Brien: I will say that the nature of the competition on the fleet side has not changed very much to date. And that is to say our competition has always been aggressive. You know, we went from an industry that had three large competitors to one that has two. So it’s not like we went from 100 to 2, right? So I’m seeing things mostly the same on the fleet side—that is the discounted side of our business. On Street pricing, it is somewhat difficult to comment on that because, as you know, our costs and industry costs change every day and so tracking it is difficult to communicate. But I will tell you that one of the competitors as a separate entity prior to the merger was known as the Street price leader, and I’m not seeing as much of that .

Okay, thank you. Thomas O’Brien: Okay.

Thank you. Our next question will come from Jeff Geygan with Milwaukee Private Wealth Management. Please go ahead, sir.

Thank you. Tom, can you talk about your customer loyalty program, how that’s developed and the net impact you have seen as a result of it? Thomas O’Brien: Yeah, well, a little bit to the extent that I—you know, obviously some of this stuff is competitive. But the customer loyalty program, it’s principle benefit—and we kicked it off in July, it’s principle benefit is that whereas before I had a loyalty program for the TA brand and one for the Petro brand, the new loyalty program, which is called UltraONE, provides customers with the ability to earn and redeem points at both TA and Petro. So from that perspective, focused on—to the extent that the loyalty program drives business, from that perspective I think that was a pretty important step in making our network, if you will, much larger than it had been. So it now includes all 230 as opposed to 60 of these and 170 of those. Broad strokes. The other thing that was very important as part of the loyalty program is we generated a program that was largely based upon customer feedback, and I think that what we see in terms of behavior—you know, to the extent that we can see it from the data we gather, that customer feedback has led to better behavior, so more visits per loyalty customer per month, so from—I think the average this time last year was around 4.5 visits a month. You know, that’s up for those customers up over 5, a slight increase in average fill. And so the loyalty program is one based upon customer feedback. It has received positive response so the customers like it; and three, we are seeing some impact in terms of influencing behavior to the benefit of the Company. So that’s what I mean about the loyalty program.

When you look at these statistics, you can see the average number of visits, the average fill. Do you have any ratio of the breakdown between fuel and non-fuel sales for those same customers? Thomas O’Brien: We’ve just begun to develop those kinds of reports. Like I said, the loyalty program, it kicked off in July. Most of what we’ve focused on in the first instance is fuel visits because we do believe those drive non-fuel sales. It’s a little bit hazier on the non-fuel side because the—as of today, the swiping inside sales is not as consistent, so I don’t have anything I can really comment on today about that.

All right. Of course, it’d be relevant because the high margin for that non-fuel sales is pretty material to the overall business model, in my opinion. But moving along here, with the customer loyalty program and the Flying J merge, can you quantify market share delta period over period? Thomas O’Brien: No. I don’t have visibility into market share except on very broad strokes, and what that means is much longer timelines; and that is to say you know that our competition doesn’t report. We don’t see their gallons, and so what we have tried to focus on is doing what we can to capture business, and that means focusing on the customer in both the fleet and the owner-operator side. I have focused the Company for a long time, but certainly since the merger of our competitors was announced, on what it is that we can do, and what it is we can do in terms of customer experience to make that better than what our competition is doing. I think we are doing that, but I don’t have any communicable visibility into market share at this point.

All right. Last question, shifting over to the income statement, your interest expense current period 6.2, prior year 3.76, call it 3.6. It’s a big change year-over-year. It’s my recollection that the deferred rent started to accrue at a double digit rate – 12% is the number I’d guess. You’re sitting on 135 million due. You just told us you’re going to run that up to 150 million at the end of the year, and then July 1 of ’11 you at this point need to pay that back, or something like that. So assume two things: number one, that you have some availability in your line of credit, and my guess is your rate is below 12%. There is a potential source where you could manage your interest expense on that total debt. Number two, in the event that HPT says gentlemen, we have an agreement. July 1 of ’11, we want to get paid. What is your strategy? Thomas O’Brien: Well, I think that what I’m prepared to say, Jeff, about the strategy is colored a little bit by the strategy itself, which is to say I can tell you the things that I’ve said which is that rent is due and the date that it’s due; that we expect to engage HPT in discussions. Within that framework, I do recognize that it is better for matters to resolve sooner rather than later, and whether or not our capital today is in cash or in availability on the credit line, while amounts are due and are accruing interest, all I can tell you there is I recognize the—what you perceive to be perhaps an apparent disconnect between those factors. And I’ve purposefully chosen this course in order to come out the other side of the negotiations that we just talked about in the best way possible for TA. It’s a little vague and I apologize for that. I really am not trying to dispense with your—or what have you, but while those negotiations have not yet taken place, it’s important that I keep my cards a little close to the vest because of that.

All right. Well, I wish you luck and of course the market’s eager to get some resolution to this issue. So thank you, and hopefully we’ll have more quarters like this one ahead. Thomas O’Brien: Thanks a lot.

Thank you, and we have a follow up question from Bryan Maher with Citadel Securities. Please go ahead.

Yes. I think both of the last questioners were going down some interesting roads, and I just wanted to kind of expand on it a little bit. As it relates to your merged competitor, are you finding any potentially overlapping assets that they might have had that might be available to you where you don’t have representation? So you know, something that can come out of that for TA, and then I have a second question. Thomas O’Brien: It has been publicly announced that as part, or in connection with that merger, the merged entity sold I think it was 26 sites to a smaller mostly regional chain. But the asset quality—let’s put it this way. I am not engaged in any discussions about that, and in part the reasons for that are because we have opportunities at home, so to speak. And in part and without—I mean, I’m not trying to take a shot at the competition, but our assets are a lot different than a lot of the assets in our competitive set. That is to say the things that we have in terms of the shop business, which none of our competitors are really in, and the large sizes of the assets that we run, we think those bring us competitive advantages, advantages to attract customers; and by and large, those elements are not present within our competition. So the likelihood of an overlap, one, between us and the competition or between the two merged entities, is really what you’re talking about where we are not. That likelihood is even diminished further because of the asset quality issues.

Okay. And then my second question was as it relates to the quarter, you know, the numbers you just put up and the coverage ratio you just put up, if gas prices stayed relatively less volatile than we’ve seen in the past 18 to 24 months, and the economy stays consistent with what we’ve seen in the last couple of quarters, do you feel fairly comfortable that you won’t have any problem meeting the minimum rents due as we hit 2011 to HPT as the deferred rent (inaudible) goes away? Thomas O’Brien: Again, I’m sorry to carefully choose my words, but as I said to one of the prior callers, I do need to be careful because those negotiations have not begun. I guess I can answer you—maybe I can answer your question this way. We have had in 2010 to date very positive results; that is, two quarters in a row of income, for example. I’m sorry, did I say—I meant 2010. So second quarter, third quarter, both positive. First quarter of 2010 was pretty bad with the $40 million-plus loss. The quarter prior to that, which was the fourth quarter of 2009, was another $40 million-plus loss. You’ve got to go back to 2008 in the fourth quarter to see positive income for TA, and in that quarter we generated fuel margins in excess of, I think, it was $0.18-something a gallon. And so that history, sort of the look back on net income, combined with the look back on coverage of cash rent, in there is, I think, some fairly good boundaries of TA’s performance in terms of analysis that you might be doing. I also think in there particularly with regard to the last three quarters, where we’ve had, again, two positive quarters and one frankly very large loss, is indicative that the TA results without continued rent deferral and some negotiation—some outcome of the negotiation with HPT is in my mind, because if you look at those last three quarters, that means that something that isn’t planned today, which is continued deferral or going beyond 2011, should be planned or is in TA’s interest. Of course, you know, the bottom line is I’ve told you that we’re planning to talk to HPT about these matters and HPT is willing to engage us in those discussions. Those two things wouldn’t make any sense if our plan was to, in the first instance, live with the agreement or try to live with the agreement that we got. I mean, that’s not my first choice which is why I’m trying to have discussions with them, right?

Right. So suffice it to say, I mean, we could do our own modeling, kind of what we think you guys are going to do results-wise. But is it safe to say that you’re not anticipating over the next two to three to four quarters, you know, any big impairment charges or any other TA opco-type big expenses that we might not be thinking about which, other than the normal course of operations, would impact the earnings you would expect coming out of TA? Is that fair? Thomas O’Brien: Yeah. I don’t see anything today, and Andy can back me up on this, that is along the lines of those things you’ve just listed.

Okay. Thanks a lot. Thomas O’Brien: Okay.

We have a follow-up question from the line of Smedes Rose with KBW. Please go ahead.

Hi. I know you’re limited in what you can say, but I just want to make sure I understand something. Your ability to defer rent ends at the end of this year, right, but you don’t have to pay back the deferred rent until July. Thomas O’Brien: Right.

So in terms of timing with HPT, unless you’re planning on stepping up to the originally agreed upon rents, it should be something that we should have more news on this before year-end, correct? Or do you think there’s a chance HPT would allow you to keep deferring until that rent’s paid—due in June or July? Thomas O’Brien: Again, you are right; and again, I don’t mean to sidestep questions, but I do have to be very careful simply because of the—if for no other reason, because the negotiations haven’t yet started. But I will suggest to you not because I’m predicting the future but I think your assumptions may need to be tempered by the fact that we do have cash on the balance sheet and so the ability to pay rent when, say, January comes along, if we get to that point, and the first step in the change—there’s two changes coming. One, we’re not going to be able to defer under the current agreement. We won’t be able to defer $5 million of rent a month; and then in July we have to repay. If we get to a milestone in January and we don’t have the ability to defer that $5 million of rent, we have $100 million-plus of cash on the balance sheet, so. Again, I’m not predicting what’s going to happen. I’m not coaching you in any way. I am commenting on your hypothesis, though, that there are other possibilities.

Okay. Thank you. Thomas O’Brien: Okay.

Okay, thank you. And there are no further questions. I will now turn the conference back to Tom O’Brien. Thomas O’Brien: Well I just want to thank everybody for joining us, and look forward to talking to you after the fourth quarter.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference Service. You may now disconnect.