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Business Description

Petro Franchise Systems LLC is a Delaware limited liability company (“Petro Franchise”), formed on August 12, 2008. Petro Franchise's principal place of business is 24601 Center Ridge Road, Westlake, Ohio 44145-5634. Our agents for service of process are disclosed in Exhibit A. We conduct business under the names Petro Stopping Centers and Petro. We have offered travel center franchises since 2008. We do not and have not offered franchises in any other type of business. We do not conduct and have not conducted business in any other line of business. PREDECESSORS our predecessor was Petro Stopping Centers, L.P., a Delaware limited partnership (“Petro Stopping”). Petro Stopping's principal place of business was 6080 Surety Drive, El Paso, Texas. Petro Stopping offered Petro® franchises and owned and operated Petro® branded travel centers. Petro Stopping, through its predecessors, began operating travel centers in 1975 and began offering Petro® franchises in 1984. On May 30, 2007, TravelCenters of America LLC (described below) acquired Petro Stopping. On September 1, 2008 Petro Stopping assigned its franchise agreements to us.

Prior Experience

Our predecessor was Petro Stopping Centers, L.P., a Delaware limited partnership (“Petro Stopping”). Petro Stopping's principal place of business was 6080 Surety Drive, El Paso, Texas. Petro Stopping offered Petro® franchises and owned and operated Petro® branded travel centers. Petro Stopping, through its predecessors, began operating travel centers in 1975 and began offering Petro® franchises in 1984. On May 30, 2007, TravelCenters of America LLC (described below) acquired Petro Stopping. On September 1, 2008 Petro Stopping assigned its franchise agreements to us. PARENTS Petro Franchise is a wholly owned subsidiary of TravelCenters of America Holding Company LLC, a Delaware limited liability company (“TA Holding”). TA Holding originally was organized as a Delaware corporation on November 30, 1992, under the name National Auto/Truckstops Holdings Corporation (“National”). National's name was changed to TravelCenters of America, Inc. (“TA Inc.”) on March 6, 1997. On January 31, 2007, TA Inc. was converted to a Delaware limited liability company and it changed its name to TravelCenters of America Holding Company LLC. TA Holding's principal place of business is 24601 Center Ridge Road, Westlake, Ohio 44145-5634. TA Holding currently owns all of the outstanding membership interests of Petro Franchise. All of the outstanding membership interests of TA Holding are owned by TravelCenters of America LLC, a Delaware limited liability company that was formed on October 10, 2006 (“TA”). TA is a publicly traded company whose stock is listed on the Nasdaq Stock Market. Neither TA nor TA Holding has ever directly offered franchises of any sort.

Business Offered

We offer franchises for the establishment and operation of full-service or select-service travel center and truckstop service facilities (each a “Petro Center”) which offer certain approved products (the “Products”) and services (“Services”), which may include motor fuel pumping services, truck maintenance and repair services, a full-service restaurant, approved franchised quick service restaurants, a convenience store, showers, laundry facilities, recreation rooms, truck weighing scales and other compatible services, pursuant to the terms of the Franchise Agreement. The location of a Petro Center is referred to as the “Franchised Premises” or the “Site.” The Petro Centers are established and operated pursuant to Petro Franchise's system (the “Petro System”). The Petro System is characterized by our, or our Affiliates', collection of procedures, policies, standards, specifications, controls and other distinguishing elements, including distinctive signage, interior and exterior design, décor and color schemes, including as set forth {HL906198.1} - 4 - in our plans (the “Development Plans”); recipes and menu items, uniform standards, specifications and procedures for operation; quality and uniformity of products and services; training and assistance; and advertising, promotional, marketing and public relations programs; all of which we may change, improve and further develop in our discretion (see Items 8, 11, 14 and 16). The Petro System and certain of its mandatory (and suggested) standards, specifications, and procedures (the “Petro System Standards”) are set forth in our Confidential Operations Manual, as well as in other written materials (including, as applicable, audiotapes, videotapes, magnetic media, computer software and written materials) that we furnish to franchisees from time to time for use in operating a Petro Center (collectively, the “Manual”). The Petro System is also characterized by certain core programs (the “Core Programs”), which are set forth in the Manual and otherwise communicated to franchisees in writing. You are required to participate in all Core Programs. The Core Programs are further described in Item 16. Petro Centers are established and operated under the trade name “Petro Stopping Center” and several other trademarks and service marks. As used in this Disclosure Document, the term “Marks” means the names “Petro,” “Petro Stopping Center,” “Petro Travel Plaza,” “Iron Skillet” and such other trade names, trademarks, service marks, logos, Internet domain names and commercial symbols as Petro Franchise considers to be (or in the future designates as) an integral part of the Petro System. The Petro Center must be operated in accordance with the provisions of the Franchise Agreement. The form of Franchise Agreement for your Petro Center is attached as Exhibit E to this Disclosure Document. For each Franchise Agreement that you sign, we may determine a defined geographic territory (the “Protected Area”) which will be described in Exhibit C to the Franchise Agreement. The size of the Protected Area, if any, varies depending on local market conditions.

Initial Fees

INITIAL FRANCHISE FEE you must pay us an initial franchise fee of $150,000 for a Petro Center franchise in a lump sum when you sign the Franchise Agreement. The Franchise Fee is nonrefundable and is fully earned by us when paid. OPENING ASSISTANCE REIMBURSEMENT we will provide you with training assistance in connection with the opening and initial operation of your Petro Center. You must reimburse us for the costs we incur in providing such assistance, including the travel and living expenses of our training staff. We anticipate that the cost you must reimburse us will range from $20,000 to $90,000. The Opening Assistance Reimbursement is non-refundable. EQUIPMENT Petro Franchise requires franchisees to purchase certain computer systems, shower systems, and reward kiosks from TA Operating. We estimate that the cost of the equipment purchased from TA Operating prior to opening will range from $8,000 to $14,000. The equipment costs are nonrefundable.

Financing

We do not offer direct or indirect financing. We do not guarantee your note, lease or obligation.

Franchisee Revenue and Profit

The FTC's franchise rule permits a franchisor to provide information about the actual or potential financial performance of its franchise and/or franchise-owned outlets, if there is a reasonable basis for the information, and if the information is included in the Disclosure Document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting our President, Barry Richards, at 24601 Center Ridge Road, Westlake, Ohio 44145-5634, (ph: (440) 808-9100), the Federal Trade Commission, and the appropriate state regulatory agencies.