Travelcenters of America Inc, et al. – ‘S-4’ on 12/21/00 – EX-3.7

On:  Thursday, 12/21/00, at 4:40pm ET   ·   Accession #:  950123-0-11715   ·   File #s:  333-52442, -01, -02, -03, -04, -05

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Travelcenters of America, Inc.                       226   1.24M 
 2: EX-1.1      Purchase Agreement                                    21    106K 
 3: EX-2.2      Amend. #1 to Recapitalization Agreement                7     37K 
 4: EX-3.1      Amended and Restated Certificate of Incorporation      4     22K 
11: EX-3.10     By-Laws                                               10     42K 
12: EX-3.11     Certificate of Formation                               1     12K 
13: EX-3.12     Operating Agreement                                   10     41K 
 5: EX-3.2      By-Laws                                                3     19K 
 6: EX-3.5      Amended & Restated Certificate of Incorporation        2     17K 
 7: EX-3.6      By-Laws                                               12     44K 
 8: EX-3.7      Certificate of Limited Partnership                     1     13K 
 9: EX-3.8      Agreement of Limited Partnership                      44    168K 
10: EX-3.9      Certificate of Incorporation                           2     15K 
14: EX-4.1      Indenture                                            156    473K 
15: EX-4.3      Exchange and Registration Rights Agreement            20    101K 
16: EX-5.1      Opinion of Simpson Thacher & Bartlett                  4     19K 
17: EX-10.1     Amended and Restated Credit Agreement                121    525K 
22: EX-10.10    Employment Agreement                                  28     74K 
23: EX-10.11    Employment Agreement                                  28     73K 
24: EX-10.12    Amendment No. 1 to Employment Agreement                3     17K 
25: EX-10.13    Amendment No. 1 to Employment Agreement                3     17K 
26: EX-10.14    Amendment No. 1 to Employment Agreement                3     17K 
27: EX-10.15    Amendment #1 to Employment Agreement                   3     17K 
18: EX-10.2     Stockholders Agreement                                33    144K 
28: EX-10.20    Warrant Agreement                                     62    199K 
29: EX-10.21    Contingent Warrant Agreement                          10     38K 
19: EX-10.4     Amendment #1 to Operating Agreement                    3     19K 
20: EX-10.8     Employment Agreement                                  28     74K 
21: EX-10.9     Employment Agreement                                  28     74K 
30: EX-12.1     Computation of Ratio of Earnings to Fixed Charges      2±    17K 
31: EX-21.1     Subsidiaries of Registrants                            1     12K 
32: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1     12K 
33: EX-25.1     Form T-1                                               6     31K 
34: EX-99.1     Form of Letter of Transmittal                         14     76K 
35: EX-99.2     Form of Notice of Guaranteed Delivery                  3     20K 

EX-3.7   —   Certificate of Limited Partnership

EX-3.7
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                                                                     EXHIBIT 3.7

CERTIFICATE OF LIMITED PARTNERSHIP

OF

TRAVELCENTERS PROPERTIES, L.P.

           The undersigned, desiring to form a limited partnership
pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware    
Code, Chapter 17, does hereby certify as follows:                               

           1. The name of the limited partnership is TravelCenters
Properties, L.P.                                                                

         2. The name and address of the registered agent is CT
Corporation System, 1209 Orange Street, Wilmington, Delaware 19801.             

                 3. The name and address of the general partner is as follows:

TA Operating Corporation  
        24601 Center Ridge Road, Suite 200
Westlake, Ohio  44145-5634

       IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Limited Partnership of TravelCenters Properties, L.P. as of the  
7th day of November, 2000.                                                      

              TA OPERATING CORPORATION

           /s/ Steve Lee
                             By:____________________________________
      Name:  Steve Lee
                             Title: Vice President & General Counsel