FIRST AMENDMENT TO TRANSACTION AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO TRANSACTION AGREEMENT

THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”) is made as of June 22, 2016, by and among (a) Hospitality Properties Trust, a Maryland real estate investment trust, (b) HPT TA Properties Trust, a Maryland real estate investment trust, (c) HPT TA Properties LLC, a Maryland limited liability company, (d) HPT PSC Properties Trust, a Maryland real estate investment trust, (e) HPT PSC Properties LLC, a Maryland limited liability company, (f) TravelCenters of America LLC, a Delaware limited liability company, (g) TravelCenters of America Holding Company LLC, a Delaware limited liability company, and (h) TA Operating LLC, a Delaware limited liability company.

PRELIMINARY STATEMENTS

The parties hereto are parties to that certain Transaction Agreement, dated as of June 1, 2015 (the “Transaction Agreement”), which Transaction Agreement provides for, inter alia, the purchase and sale of certain Development Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Transaction Agreement), including, without limitation, the Development Property located in Quartzsite, Arizona (the “Quartzsite Development Property”).

The parties hereto now desire to amend the Transaction Agreement to replace the Quartzsite Development Property with the Petro travel centers having addresses at 0000 Xxxx Xxxxx Xxxx 00, Xxxxxx, Xxxxxxx (the “Brazil Property”) and 0000 Xxxx Xxxxxxx 00, Xxxxxxxxx, Xxxxxxx (the “Remington Property” and, together with the Brazil Property, collectively the “Additional Indiana Properties”) and, in connection therewith, to amend the Amended and Restated TA Leases and the Petro Lease in certain respects.

NOW, THEREFORE, it is agreed, effective as of the date hereof, as follows:

1. Agreement. All references in the Transaction Agreement to the defined term “Agreement” shall mean and refer to the Transaction Agreement as amended by this Amendment.

2. Quartzsite Development Property. The Quartzsite Development Property is removed from the Transaction Agreement and is no longer subject to the Transaction Agreement. All references related to the Quartzsite Development Property on Exhibit A and Schedules 2, 6 and 7 to the Transaction Agreement are hereby deleted. Without limiting the foregoing, all of the text on Exhibit A-4 to the Transaction Agreement is hereby deleted and replaced with a reference to “Intentionally deleted.”

3. Additional Indiana Properties. In lieu of the Quartzsite Development Property, TA Operating will sell, and HPT-TA LLC Landlord will acquire, on the date hereof, the Additional Indiana Properties and any related Intangible Property on the terms and conditions applicable to the purchase and sale of the Development Properties set forth in the Transaction Agreement, as amended hereby, except as otherwise provided herein, in consideration of the payment by HPT of a cash purchase price equal to $23,876,000.00, of which $10,682,000.00 shall be allocated to the Brazil Property and $13,194,000.00 shall be allocated to the Remington Property. The “base year” for the Additional Indiana Properties shall be the 2017 calendar year.

The Brazil Property shall be added to the Amended and Restated Lease No. 3 and the Remington Property will be added to Amended and Restated Lease No. 1, in each case pursuant to lease amendments in the forms attached to this Amendment.

4. Environmental Matters. The representations and warranties made by the TA Parties to the HPT-TA Landlord in Section 2.4 of the Transaction Agreement are incorporated into this Amendment by this reference and are remade as of the date hereof as to the Additional Indiana Properties only; provided, however, that HPT-TA Landlord hereby acknowledges that the Remington Property is subject to the terms of that certain Environmental Restrictive Covenant, dated as of January 16, 2013, by TA Operating and, accordingly, the representations and warranties made by the TA Parties in Section 2.4(b) of the Transaction Agreement with respect to the Remington Property are being made subject to the terms of such Environmental Restrictive Covenant and all matters disclosed therein; provided, further, that the TA Parties hereby represent and warrant to HPT-TA Landlord that the Remington Property and TA Operating are in compliance with all of the terms of such Environmental Restrictive Covenant in all material respects. For purposes of the representation and warranty made in Section 2.4(d) of the Transaction Agreement, the reference therein to Schedule 11 shall refer to Schedule 11 attached to this Amendment.

5. Representations and Warranties. All of the representations and warranties of the parties set forth in Section 4 of the Transaction Agreement are hereby remade by the applicable parties as of the date hereof.

6. Exhibit A. Exhibit A to the Transaction Agreement is further amended by (a) deleting the first page therefrom in its entirety and replacing it with the first page of Exhibit A attached to this Amendment and (b) adding Exhibit A-27 and Exhibit A-28 attached to this Amendment immediately following Exhibit A-26 to the Transaction Agreement.

7. Schedule 2. Schedule 2 to the Transaction Agreement is further amended to include the following entries:

Petro Brazil

0000 Xxxx Xxxxx Xxxx 00
Xxxxxx, Xxxxxxx 00000

Xxxxx Xxxxxxxxx

0000 Xxxx Xxxxxxx 00
Xxxxxxxxx, Xxxxxxx 00000

8. Schedule 6. Schedule 6 to the Transaction Agreement is further amended to include the following entries:

Real Property		Survey

Brazil, IN 0000 Xxxx Xxxxx Xxxx 00 Xxxxxx, Xxxxxxx 00000		ALTA/NSPS Land Title Survey of 22.28 Acre Conveyed to TA Operating LLC Located in the NE 1/4 , Sec. 36. T.12N, R.7W, dated April 28, 2016, prepared by ASA

Real Property		Survey

		Land Surveying (Ref. No. 16-054)

Remington, IN 0000 Xxxx Xxxxxxx 00 Xxxxxxxxx, Xxxxxxx 00000		ALTA/NSPS Land Title Survey for 0000 X. Xxxxxxx 00, Xxxxxxxxx, Xxxxxxx, dated April 4, 2016, last revised April 8, 2016, prepared by Global Land Solutions, LLC, coordinated by Commercial Due Diligence Services

9. Schedule 7. Schedule 7 to the Transaction Agreement is further amended to include the following entries:

Real Property		Title

Brazil, IN 0000 Xxxx Xxxxx Xxxx 00 Xxxxxx, Xxxxxxx 00000		Title Commitment NCS-784030-BOS1, having an effective date of March 21, 2016, issued by First American.

Remington, IN 0000 Xxxx Xxxxxxx 00 Xxxxxxxxx, Xxxxxxx 00000		Title Commitment No. NCS-784031-BOS1, having an effective date of March 11, 2016, issued by First American.

10. Amendments to Leases. Contemporaneously with the execution and delivery of this Amendment, HPT TA Landlord and TA Operating shall enter into amendments of the Amended and Restated TA Leases in the forms attached hereto as Exhibit B-1 through Exhibit B-4 and HPT-PSC Landlord and TA Operating shall enter into an amendment of the Petro Lease in the form attached to this Amendment as Exhibit B-5 (collectively, the “Lease Amendments”), and TA LLC and TA Holding shall execute such Lease Amendments as provided therein.

11. 2007 Transaction Agreement. Reference is made to that certain Transaction Agreement, dated as of January 29, 2007, among HPT, HPT-TA Landlord, TA LLC and The RMR Group Inc., as successor in interest to Reit Management & Research LLC (the “2007 Transaction Agreement”). The parties hereto acknowledge and agree that the terms and provisions of the Lease Amendments amend and restate the terms and provisions of Section 3.2 of the 2007 Transaction Agreement.

12. Ratification. The Transaction Agreement (as amended by this Amendment) is hereby ratified and confirmed.

13. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as a sealed instrument as of the date first above written.

	HOSPITALITY PROPERTIES TRUST


	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President


	HPT TA PROPERTIES TRUST


	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President


	HPT TA PROPERTIES LLC


	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President


	HPT PSC PROPERTIES TRUST


	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President


	HPT PSC PROPERTIES LLC


	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President

[Signature Page to First Amendment to Transaction Agreement]

	TRAVELCENTERS OF AMERICA LLC

	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC

	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Executive Vice President


	TA OPERATING LLC

	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Executive Vice President

[Signature Page to First Amendment to Transaction Agreement]

Schedule 11

Tanks

Site
Name

Facility ID/
Tank ID

Tank
#

Tank
Type

Active/
Abandoned

Single/Split

Volume

Substance
Stored

Brazil

2640

UST

Active

Single

8000

DEF

Brazil

2640

UST

Removed

Single

8000

Premium UL

Brazil

2640

UST

Removed

Single

20000

Regular UL

Brazil

2640

UST

Active

Single

20000

Diesel

Brazil

2640

UST

Active

Single

20000

Diesel

Brazil

2640

UST

Active

Single

12000

Regular UL

Brazil

2640

UST

Active

Single

10000

Premium UL

Brazil

2640

AST 1

AST

Active

600

Motor Oil

Brazil

2640

AST 2

AST

Active

600

Motor Oil

Remington

15483

UST

Active

Single

10000

DEF

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

12000

Diesel

Remington

15483

UST

Active

Single

10000

Unleaded Gasoline

Remington

15483

UST

Active

Single

10000

Unleaded Gasoline

Remington

15483

UST

Active

Single

10000

Premium Gasoline

Remington

15483

UST

Removed

Single

4000

Kerosene

Remington

15483

UST

Removed

Single

4000

Used Oil

Remington

15483

UST

Removed

Single

4000

New Oil

Remington

15483

UST

Active

Single

4000

Waste Oil

Remington

15483

UST

Active

Single

4000

Lube Oil

Remington

15483

UST

Active

Single

4000

Lube Oil

Exhibit A

Land

Ex.	Site Name	Xxxxxx Xxxxxxx	Xxxx	Xxxxx	Xxxxx
X-0	Xxxxx Xxxxxxx	0000 Xxxx Xxxxx Xxx.	Gadsden	AL	TA Operating
A-2	XX Xxxxxxxxxx	000 Xxxx Xxxxx Xxxx.	Xxxxxxxxxx	XX	HPT-TA Trust Landlord
A-3	XX Xxxxxxxx	0000 Xxxxxxx Xx.	Xxxxxxxx	XX	TA Operating
A-4	Intentionally deleted
A-5	XX Xxxxxxxxxx	000 Xxxxxx Xxxx.	Xxxxxxxxxx	XX	TA Operating
A-6	Petro Santa Nella	00000 Xxxx Xxxxxxx Xxxx	Xxxxx Xxxxx	XX	TA Operating
A-7	XX Xxxxxxx	XX Xxx 000	Xxxxxxx	XX	HPT-TA LLC Landlord
A-8	TA Effingham	0000 X. Xxxxxxxxx	Xxxxxxxxx	XX	TA Operating
A-9	Xxxxx Xxxxx	0000 Xxxxx Xx.	Xxxxx	XX	TA Operating
A-10	XX Xxxxxx	00 Xxxxxxx Xxxxx	Xxxxxx	XX	TA Operating
A-11	Petro Wilmington	Xxxxxxx Road	Wilmington	IL	TA Operating
A-12	Xxxxx Xxxx	3001 Grant St.	Xxxx	IN	TA Operating
A-13	Petro Greensburg	0000 X. Xxxxxxx Xx #000 X.	Xxxxxxxxxx	XX	TA Operating
X-00	XX Xxxxxx Xxxxx	0000 X. Xxxxxxx 00	Xxxxxx	XX	TA Operating
A-15	XX Xxxx Junction	0000 X.X. Xxx 00	Xxxx	XX	TA Operating
A-16	XX Xxxxxxxxx	0000 Xxxxxxxxx Xx.	Xxxxxxxxx	XX	TA Operating
A-17	TA Battle Creek	00000 Xxxxxx Xxxx Xx.	Xxxxxx Xxxxx	XX	TA Operating
X-00	XX Xxxxxxxx	Xxxxx Xxxx	Xxxxxxxx	SC	TA Operating
A-19	Xxxxx Xxxxxxxx	0000 XX Xxxx	Xxxxxxxx	XX	TA Operating
A-20	TA Knoxville	000 Xxxx Xxxx	Xxxxxxxxx	XX	HPT-TA Trust Landlord
A-21	TA Pioneer	000 Xxxxxx Xxxxx Xxxxxxx	Xxxxxxx	XX	TA Operating LLC
A-22	XX Xxxxxx	0000 X X-00	Xxxxxx	XX	HPT-TA Trust Xxxxxxxx
X-00	XX Xxxxxxxx	0000 X Xxxxxxxxxx 000	Xxxxxxxx	XX	TA Operating
X-00	XX Xxxxxxxxx	XX 00	Xxxxxxxxx	XX	TA Operating
A-25	TA Laredo	0000 Xxxxxxx Xxxxxxx	Xxxxxx	XX	TA Operating
A-26	TA Sweetwater	XX Xxx 0000	Xxxxxxxxxx	XX	HPT-TA Trust Landlord
X-00	Xxxxx Xxxxxx	0000 X. Xxxxx Xxxx 00	Xxxxxx	IN	TA Operating
X-00	Xxxxx Xxxxxxxxx	0000 X. Xxxxxxx 00	Xxxxxxxxx	IN	TA Operating

Note: For the avoidance of doubt, the land owned or ground leased by HPT-TA Trust Landlord or HPT-TA LLC Landlord and identified on Schedule 3, Schedule 4-A and Schedule 4-C of this Agreement in connection with certain of the TA Legacy Properties is not included in the defined term Land for purposes of this Agreement.

EXHIBIT X-00

Xxxxx Xxxxxx

0000 Xxxx Xxxxx Xxxx 00
Xxxxxx, Xxxxxxx 00000

Real property in the City of Brazil, County of Clay, State of Indiana, described as follows:

TRACT I:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED TO-WIT:

BEGINNING AT THE NORTHEAST CORNER OF SECTION 36; THENCE NORTH 87 DEGREES 48 MINUTES 30 SECONDS WEST 740 FEET ALONG THE NORTH LINE OF SAID SECTION TO A POINT; THENCE SOUTH 00 DEGREES 38 MINUTES 00 SECONDS WEST 775 FEET TO A POINT; THENCE SOUTH 87 DEGREES 48 MINUTES 30 SECONDS EAST 740 FEET TO A POINT ON THE EAST LINE OF SECTION 36; THENCE NORTH 00 DEGREES 38 MINUTES 00 SECONDS EAST ALONG THE EAST LINE OF SAID SECTION 36, 775 FEET TO THE PLACE OF BEGINNING.

TRACT II:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT:

BEGINNING AT A POINT 740 FEET WEST OF THE NORTHEAST CORNER OF SECTION 36; THENCE SOUTH PARALLEL WITH THE EAST SECTION LINE 775 FEET; THENCE WEST PARALLEL WITH THE NORTH SECTION LINE 290 FEET; THENCE NORTH 775 FEET TO THE NORTH SECTION LINE OF SECTION 36; THENCE EAST ALONG THE SECTION LINE 290 FEET TO THE PLACE OF BEGINNING.

TRACT III:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 1030 FEET WEST OF THE NORTHEAST CORNER OF SECTION 36; THENCE SOUTH PARALLEL WITH THE EAST SECTION LINE 775 FEET; THENCE WEST 290 FEET; THENCE NORTH 775 FEET TO THE NORTH SECTION LINE OF SECTION 36; THENCE EAST ALONG THE NORTH SECTION LINE 290 FEET TO THE PLACE OF BEGINNING.

EXCEPTING THEREFROM, A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST;

THENCE EAST 190 FEET; THENCE SOUTH 270 FEET; THENCE WEST 190 FEET; THENCE NORTH 270 FEET TO THE POINT OF BEGINNING.

Exhibit X-00

XXXXXXX X-00

Xxxxx Xxxxxxxxx

0000 Xxxx Xxxxxxx 00
Xxxxxxxxx, Xxxxxxx 00000

Real property in the City of Remington, County of Jasper, State of Indiana, described as follows:

TRACT NO. 1:

A PART OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST, IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID QUARTER; THENCE ON AND ALONG THE SOUTH LINE THEREOF, NORTH 89 DEGREES 18 MINUTES 50 SECONDS WEST (BEARING DERIVED FROM U.S. #00 XXX X-00 XXXXXXX XXXXX) 0000.00 FEET; THENCE LEAVING THE SAID SOUTH LINE, NORTH 00 DEGREES 40 MINUTES 30 SECONDS EAST 83.16 FEET TO THE POINT OF BEGINNING, SAID POINT ALSO BEING ON THE XXXXX XXXXX-XX-XXX XXXX XX X.X. #00 AND 250.00 FEET WEST OF THE TERMINAL POINT OF LIMITED ACCESS RIGHT-OF-WAY OF INTERSTATE 65, AND THE SOUTHWEST CORNER OF THE TRACT CONVEYED TO SUN OIL COMPANY BY DEED RECORDED IN DEED RECORD 169 PAGE 463; THENCE ON AND ALONG THE SAID RIGHT-OF-WAY NORTH 89 DEGREES 19 MINUTES 30 SECONDS WEST 100.00 FEET; THENCE LEAVING THE SAID RIGHT-OF-WAY SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 83.14 FEET TO THE SOUTH LINE OF THE SAID QUARTER SECTION; THENCE ON AND ALONG THE SAID SOUTH LINE NORTH 89 DEGREES 18 MINUTES 50 SECONDS WEST 300.00 FEET; THENCE LEAVING THE SAID LINE NORTH 00 DEGREES 40 MINUTES 30 SECONDS EAST 761.59 FEET; THENCE PARALLEL WITH XXX XXXXXXXXXX XX X.X. #00, XXXXX 00 DEGREES 19 MINUTES 30 SECONDS EAST 600.00 FEET; THENCE SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 478.51 FEET; THENCE PARALLEL WITH XXX XXXXXX XXXX XX X.X. #00, XXXXX 00 DEGREES 19 MINUTES 30 SECONDS WEST 200.00 FEET; THENCE SOUTH 00 DEGREES 40 MINUTES 30 SECONDS WEST 200.00 FEET TO THE POINT OF BEGINNING.

TRACT NO. 2:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED BY:

BASIS OF BEARINGS: INDIANA STATE PLAN COORDINATE SYSTEM, WEST ZONE.

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 20; THENCE SOUTH 89 DEGREES 23 MINUTES 25 SECONDS EAST ALONG THE SECTION LINE, A DISTANCE OF 2844.90 FEET; THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 761.59 FEET TO THE NORTHWEST CORNER OF THE I-69 AUTO TRUCK PLAZA, INC. PROPERTY, AS DESCRIBED IN DEED RECORD 204 PAGE 461, JASPER COUNTY RECORDER’S OFFICE AND THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 200.00 FEET; THENCE SOUTH 89 DEGREES 22 MINUTES 17 SECONDS

EAST, A DISTANCE OF 600.00 FEET; THENCE SOUTH 00 DEGREES 37 MINUTES 43 SECONDS WEST, A DISTANCE OF 200.00 FEET TO AN EXISTING SURVEY MARKER LOCATED AT THE NORTHEAST CORNER OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY; THENCE NORTH 89 DEGREES 22 MINUTES 17 SECONDS WEST ALONG THE NORTH LINE OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY, A DISTANCE OF 600.00 FEET TO THE POINT OF BEGINNING.

TRACT NO. 3:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED AS FOLLOWS:

THENCE NORTH 00 DEGREES 37 MINUTES 43 SECONDS EAST, A DISTANCE OF 150.00 FEET; THENCE SOUTH 89 DEGREES 22 MINUTES 17 SECONDS EAST, A DISTANCE OF 600.00 FEET; THENCE SOUTH 00 DEGREES 37 MINUTES 43 SECONDS WEST, A DISTANCE OF 150.00 FEET; THENCE NORTH 89 DEGREES 22 MINUTES 17 SECONDS WEST ALONG THE NORTH LINE OF SAID I-69 AUTO TRUCK PLAZA, INC. PROPERTY, A DISTANCE OF 600.00 FEET TO THE POINT OF BEGINNING.

ALL IN JASPER COUNTY, INDIANA.

PIN NUMBERS: 37-02-20-000-08-000-002

37-02-20-000-015-000-002

37-02-20-000-009-001-002

Exhibit X-00

Xxxxxxx X-0

Amendment to Amended and Restated TA Lease No. 1

(See attached copy.)

FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “Amendment”) is made and entered into as of [·], 2016, by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 1, dated as of June 9, 2015 (the “Lease”);

WHEREAS, simultaneously herewith, HPT TA Properties LLC has acquired from Tenant certain land and improvements comprising a travel center having an address at 0000 Xxxx Xxxxxxx 00, Xxxxxxxxx, Xxxxxxx 00000, as further described on Exhibit A-40 attached to this Amendment (collectively, the “Remington Property”);

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Remington Property as a Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) and in certain other respects; and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

1. Base Year. The defined term “Base Year” set forth in Section 1.10 of the Lease shall mean, with respect to the Remington Property, the 2017 calendar year.

2. Commencement Date. The defined term “Commencement Date” set forth in Section 1.18 of the Lease shall mean, with respect to the Remington Property, the date of this Amendment.

3. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is hereby deleted in its entirety and replaced with the following:

1.66 “Minimum Rent” shall mean Fifty Million Three Hundred Nineteen Thousand One Hundred Seventy-Six and 44/100ths Dollars ($50,319,176.44).

Exhibit B-1

4. Leased Property. Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-39” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-40.”

5. Right to Repool Properties. A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

2.5 Right to Repool Properties. Landlord shall have the right from time to time in connection with a financing or other capital raising transaction to terminate the Term of this Agreement with respect to one or more Properties and contemporaneously to lease such Properties back to Tenant or an Affiliated Person as to Tenant under one of the Other Leases, and/or that certain Lease Agreement, dated as of May 30, 2007, among HPT PSC Properties Trust, HPT PSC Properties LLC, and Tenant, as amended, and/or one or more new lease(s) as determined by Landlord (a “repooling”), provided that Landlord shall have obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

6. Right of First Refusal. A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal.

(a) At no time during the term of this Agreement may Tenant or any Affiliated Person as to Tenant (including, without limitation, TCA or any Affiliated Person as to TCA), directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center, or any property intended to be used as a Travel Center, other than a Travel Center or property that is operated or proposed to be operated as a “Petro” or “Petro Stopping Center” or otherwise under the “Petro” brand, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to Landlord, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering Landlord the right to purchase, lease, mortgage or finance such Travel Center or property and (ii) negotiated in good faith with Landlord. If, after ten (10) Business Days, Landlord and Tenant (or any applicable Affiliated Person as to Tenant) have not reached agreement on the terms of such purchase, lease, mortgage or financing, Tenant (or such Affiliated Person as to Tenant) will be free to purchase, lease, mortgage or finance such Travel Center or property itself or with others, free of the restrictions of this Section 2.6.

(b) Tenant agrees that irreparable damage would occur if its obligations under this Section 2.6 were not performed in accordance with their

Exhibit B-1

terms and that Landlord’s remedy at law for Tenant’s breach of its obligations under this Section 2.6 would be inadequate. Upon any such breach, Landlord shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining Tenant and/or such Affiliated Person as to Tenant from continuing such breach. Tenant agrees that the period of restriction and the geographical area of restriction imposed upon Tenant are fair and reasonable. If the provisions of this Section 2.6 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable. Nothing contained in this Section 2.6(b) shall limit Landlord from pursuing any other rights or remedies available to it for any breach by Tenant of any of its obligations under Section 2.6 (including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

7. Exhibit A. Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-39” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-40” attached hereto and (b) adding Exhibit A-40 attached to this Amendment immediately following Exhibit A-39 to the Lease.

8. Exhibit C. Exhibit C to the Lease is hereby deleted in its entirety and replaced with Exhibit C attached to this Amendment.

9. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

10. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-1

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		Xxxx X. Xxxxxx
		President


	HPT TA PROPERTIES LLC


	By:
		Xxxx X. Xxxxxx
		President


	TENANT:

	TA OPERATING LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-1

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC and TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, each a Delaware limited liability company (collectively, “Guarantors”), to Landlord with respect to Tenant’s obligations under the Lease (the “Guaranty”). Guarantors hereby confirm that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantors hereby reaffirm the Guaranty; and said Guarantors furthermore agree to enter into similar confirmations as to any future amendment(s) of the Lease, as amended by this Amendment, entered into pursuant to Section 2.5 thereof and to enter into a guaranty (in form similar to the Guaranty) of the obligations of the tenant under any new lease entered into pursuant to said Section 2.5. Furthermore, each Guarantor acknowledges the terms and provisions of Section 2.6 of the Lease, as amended by this Amendment, and agrees that it shall comply (and it shall cause all of its Affiliated Persons to comply) with the terms and provisions of said Section 2.6, as if each such Guarantor and any such Affiliated Person had executed said Lease as Tenant thereunder.

	TRAVELCENTERS OF AMERICA LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-1

EXHIBITS A-1 through A-40

Land

Exhibit	TA Site No.	Property Address
A-1	352	0000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000.
A-2	226	0000 X. Xxxx Xxxxx Xxxx, Xxxxxx, XX 00000.
A-3	160	00000 Xxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000.
A-4	162	0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000.
A-5	163	00000 X. Xxxxxxx 00, Xxxxx Xxxxx, XX 00000.
A-6	174	00000 X. 00xx Xxxxxx, Xxxxx Xxxxx (Xxxxxx Xxxx), XX 00000.
A-7	171	0 Xxxx Xxxxxxxxxx Xxxx , Xxxxxxxx (Xxx Xxxxx), XX 00000.
A-8	178	0000 Xxxxxxx 00 Xxxxx, Xxxxxxxx, XX 00000.
A-9	197	0000 00xx Xxxxxx, Xxxx Xxxxx, XX 00000.
A-10	177	0000 Xxxxxxx 00, Xxxxxxxx Xxxx (Xxxxxxxx), XX 00000.
X-00	00	00 N. 000 Xxxxx 00, Xxxxxxxxx (Xxxxx), XX 00000.
A-12	236	00 Xxxxxxx Xx., Xxxxxx, XX 00000.
A-13	379	0000 X. Xxxxxxx Xxxx #000 Xxxx, Xxxxxxxxxx, XX 00000.
A-14	219	0000 Xxxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000.
A-15	46	000 Xxxxxxx 00 Xxxxx, Xxxxxxxx, XX 00000.
A-16	151	0000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000.
A-17	89	000 Xxxxx Xxxx, Xxxxxx (Xxx Xxxxx), XX 00000.
A-18	47	0000 Xxxxxxx Xx. Xxxxxx Xx., Xxxxxxxx, XX 00000.
A-19	18	000 XX 0xx Xxxxxx, Xxxxxxxxx, XX 00000.
A-20	172	000 Xxxxx XxXxxxxx Xxxx., Xxxxxx, XX 00000.
A-21	211	000 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000.
A-22	8	0000 X. Xxxxxxx 00, Xxxxxx, XX 00000.
A-23	14	000 X. Xxxxx Xxxx., Xxx Xxxxxx, XX 00000.
A-24	208	0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000.
A-25	24	000 XX Xx. 00, XX, Xxxxxx, XX 00000.
A-26	15	0000 Xxxx Xxxx, Xxxxxxx, XX 00000.
A-27	58	0000 Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx, XX 00000.
A-28	212	0 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000.
A-29	3	000 Xxxxxxxxx Xxxx., Xxxxxxxxxx, XX 00000.
A-30	393	0000 XX Xxxx, Xxxxxxxx, XX 00000.
A-31	117	00000 Xxx Xxxxxxx Xxxx., Xxxxxxx, XX 00000.
A-32	231	000 X. Xxxx, Xxxxxxx 00, Xxxxxx, XX 00000.
A-33	49	0000 X. Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
A-34	60	0000 X. Xxxxxxx 00, Xxxxxx (Xxxx Xxxx Xxxx), XX 00000.
A-35	143	0000 Xxxxxxx Xxxxx Xx., Xxxxxxxxxx, XX 00000.
A-36	176	00000 Xxxxx Xxxx Xxx, Xxxxx Xxxx (Xxxxxxx Xxxx), XX 00000.
A-37	149	0000 Xxxxx Xx. 00, Xxxxxxxxx, XX 00000.
A-38	192	000 Xxxxxxx 00, Xxxxxx, XX 00000.
A-39	187	0000 X-00 Xxxxxxx Xx., Xxxxx (Xxxxxxxx), XX 00000.
A-40	382	0000 Xxxx Xxxxxxx 00, Xxxxxxxxx, XX 00000.

[See attached copies.]

Exhibit X-0

XXXXXXX X-00

Xxxxx Xxxxxxxxx

0000 Xxxx Xxxxxxx 00
Xxxxxxxxx, Xxxxxxx 00000

Real property in the City of Remington, County of Jasper, State of Indiana, described as follows:

TRACT NO. 1:

A PART OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST, IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT NO. 2:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED BY:

BASIS OF BEARINGS: INDIANA STATE PLAN COORDINATE SYSTEM, WEST ZONE.

Exhibit B-1

TRACT NO. 3:

THAT PART OF THE SOUTH HALF OF SECTION 20, TOWNSHIP 27 NORTH, RANGE 6 WEST IN XXXXXXXXX TOWNSHIP, JASPER COUNTY, INDIANA, DESCRIBED AS FOLLOWS:

ALL IN JASPER COUNTY, INDIANA.

PIN NUMBERS: 37-02-20-000-08-000-002

37-02-20-000-015-000-002

37-02-20-000-009-001-002

Exhibit B-1

EXHIBIT C

Petro Properties

TA Site No.		Property Address
352		0000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000.
379		0000 X. Xxxxxxx Xxxx #000 Xxxx, Xxxxxxxxxx, XX 00000.
393		0000 XX Xxxx, Xxxxxxxx, XX 00000.
382		0000 Xxxx Xxxxxxx 00, Xxxxxxxxx, XX 00000

Exhibit B-1

Exhibit B-2

Amendment to Amended and Restated TA Lease No. 2

(See attached copy.)

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “Amendment”) is made and entered into as of [·], 2016, by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 2, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, and that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015 (as so amended, the “Lease”);

WHEREAS, Landlord and Tenant desire to amend the Lease in certain respects; and

WHEREAS, Guarantor (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) is executing this Amendment to confirm the continuation of the Guaranty;

1. Right to Repool Properties. A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

Exhibit B-2

3. Right of First Refusal. A new Section 2.6 is added to the Lease immediately after new Section 2.5 as follows:

2.6 Right of First Refusal.

(b) Tenant agrees that irreparable damage would occur if its obligations under this Section 2.6 were not performed in accordance with their terms and that Landlord’s remedy at law for Tenant’s breach of its obligations under this Section 2.6 would be inadequate. Upon any such breach, Landlord shall be entitled (in addition to any other rights or remedies it may have at law) to seek an injunction enjoining and restraining Tenant and/or such Affiliated Person as to Tenant from continuing such breach. Tenant agrees that the period of restriction and the geographical area of restriction imposed upon Tenant are fair and reasonable. If the provisions of this Section 2.6 relating to the period or the area of restriction are determined to exceed the maximum period or areas which a court having jurisdiction over the matter would deem enforceable, such period or area shall, for purposes of this Agreement, be deemed to be the maximum period or area which such court determines valid and enforceable. Nothing contained in this Section 2.6(b) shall limit Landlord from pursuing any other rights or remedies available to it for any breach by Tenant of any of its obligations under Section 2.6 (including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

Exhibit B-2

4. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-2

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		Xxxx X. Xxxxxx
		President


	HPT TA PROPERTIES LLC


	By:
		Xxxx X. Xxxxxx
		President


	TENANT:

	TA OPERATING LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-2

	TRAVELCENTERS OF AMERICA LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-2

Exhibit B-3

Amendment to Amended and Restated TA Lease No. 3

(See attached copy.)

Exhibit B-3

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 3

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “Amendment”) is made and entered into as of [·], 2016, by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 3, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015 (as so amended, the “Lease”);

WHEREAS, simultaneously herewith, HPT TA Properties LLC has acquired from Tenant certain land and improvements comprising a travel center having an address at 0000 Xxxx Xxxxx Xxxx 00, Xxxxxx, Xxxxxxx 00000, as further described on Exhibit A-39 attached to this Amendment (the “Brazil Property”);

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Brazil Property as a Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease); and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

1. Base Year. The defined term “Base Year” set forth in Section 1.10 of the Lease shall mean, with respect to the Brazil Property, the 2017 calendar year.

2. Commencement Date. The defined term “Commencement Date” set forth in Section 1.18 of the Lease shall mean, with respect to the Brazil Property, the date of this Amendment.

3. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is hereby deleted in its entirety and replaced with the following:

1.66 “Minimum Rent” shall mean Fifty-One Million Five Hundred Thirty-Eight Thousand Twenty-Seven and 25/100ths Dollars ($51,538,027.25).

Exhibit B-3

4. Leased Property. Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-38” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-39.”

5. Right to Repool Properties. A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

6. Right of First Refusal. A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal.

Exhibit B-3

7. Exhibit A. Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-38” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-39” attached hereto and (b) adding Exhibit A-39 attached to this Amendment immediately following Exhibit A-38 to the Lease.

8. Exhibit C. Exhibit C to the Lease is hereby deleted in its entirety and replaced with Exhibit C attached to this Amendment.

9. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

10. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-3

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		Xxxx X. Xxxxxx
		President


	HPT TA PROPERTIES LLC


	By:
		Xxxx X. Xxxxxx
		President


	TENANT:

	TA OPERATING LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-3

	TRAVELCENTERS OF AMERICA LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-3

EXHIBITS A-1 through A-39

Land

Exhibit	TA Site No.	Property Address
A-1	16	0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx (Xxxxxxxxxx), XX 00000.
A-2	225	0000 Xxxxx 000xx Xxxxxx, Xxxxxxx, XX 00000.
A-3	40	0000 X. Xxxxxxx 00 X., Xxxxxxx, XX 00000.
A-4	26	0000 Xxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000.
A-5	228	0000 Xxxxx Xxxxxx, Xxxxx, XX 00000.
A-6	154	0000 Xxxxxxx-Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, XX 00000.
A-7	247	X.X. Xxx 000, Xxxxxxx, XX 00000.
A-8	258	0000 XX Xxxxxxx 00 Xxxxx, Xxxxxxxxx, XX 00000.
A-9	146	000 Xxxxxxxxx-Xxxxx Xxxx, Xxxxxxxxxxxx, XX 00000.
A-10	92	000 Xxxxxxxx Xxxx X.X. #0, Xxxxxxxxxxx, XX 00000.
A-11	35	0000 Xxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000.
A-12	10	0000 Xxxx Xxxxxx, Xxxx, XX 00000.
A-13	173	0000 X. Xxxxx Xxxx 000, Xxxxxxxxxx, XX 00000.
A-14	93	0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
A-15	161	0000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
A-16	216	5501 O’Xxxxxxx Xx. Xxxxxx, Xxxxxxxxx, XX 00000.
A-17	198	0000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000.
A-18	116	0000 Xxxxxx Xxxx, Xxxxxx, XX 00000.
A-19	51	000 Xxxxx Xxxxxxx 00, Xxxxxxxx, XX 00000.
A-20	181	0000 X. Xxxxxxxx Xxxx, Xxxx Xxxx, XX 00000.
A-21	000	X-000 Xxxx 00 Xxxxxxx Xx., Xxxxxxxxx, XX 00000.
A-22	229	0000 X.X. Xxxxx 00 Xxxx, Xxxxxxxx, XX 00000.
A-23	210	000 Xxxxxxxxx Xxxx, Xxxxxxxxxx (Xxxxxxxx), XX 00000.
A-24	11	0000 Xx. Xx. 000, Xxxxx (Xxxxxx), XX 00000.
A-25	87	0000 Xxxxxx Xxxx, Xxxxxxxxxx (Xxxxxx), XX 00000.
A-26	36	000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx Xxxx (Xxxx), XX 00000.
A-27	183	000 XX Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000.
A-28	213	00000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000.
A-29	214	000 X. Xxxxx Xxxxxx Xx., Xxxxxxxxx, XX 00000.
A-30	25	0000 X. Xxxx Xxxxxx, Xxxxxx (Xxxxxxxxxxx), XX 00000.
A-31	157	0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
A-32	55	0000 X-00 Xxxx Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000.
A-33	235	0000 X. Xxxxxxxxxx 000, Xxxxxxxx, XX 00000.
A-34	233	0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000.
A-35	186	0000 Xxxxx 000 Xxxx, Xxxxxxx, XX 00000.
A-36	142	00000 Xxxxxxx Xx., Xxxxxxx, XX 00000.
A-37	50	0000 Xxxxxxx 00, XxXxxxxx (Xxxxxxx), XX 00000.
A-38	234	0000 Xxxxxx Xxxx., Xxxxxxx, XX 00000.
A-39	376	0000 Xxxx Xxxxx Xxxx 00, Xxxxxx, XX 00000.

[See attached copies.]

Exhibit X-0

XXXXXXX X-00

Xxxxx Xxxxxx

0000 Xxxx Xxxxx Xxxx 00
Xxxxxx, Xxxxxxx 00000

Real property in the City of Brazil, County of Clay, State of Indiana, described as follows:

TRACT I:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED TO-WIT:

TRACT II:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO-WIT:

TRACT III:

A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXCEPTING THEREFROM, A PART OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 12 NORTH, RANGE 7 WEST;

Exhibit B-3

THENCE EAST 190 FEET; THENCE SOUTH 270 FEET; THENCE WEST 190 FEET; THENCE NORTH 270 FEET TO THE POINT OF BEGINNING.

Exhibit B-3

EXHIBIT C

Petro Properties

TA Site No.		Property Address
376		0000 Xxxx Xxxxx Xxxx 00, Xxxxxx, XX 00000.

Exhibit B-3

Exhibit B-4

Amendment to Amended and Restated TA Lease No. 4

FIFTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “Amendment”) is made and entered into as of [·], 2016 by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 4, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015, that certain Third Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 23, 2015, and that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016 (as so amended, the “Lease”);

WHEREAS, Landlord and Tenant desire to amend the Lease in certain respects; and

1. Base Year. In accordance with Section 2.2 of the Transaction Agreement dated June 1, 2015 by and among Landlord, Tenant and certain of their Affiliates, Landlord and Tenant confirm that the defined term “Base Year” set forth in Section 1.10 of the Lease means, with respect to the Property located at 000 Xxxxx Xxxxxxx 00, Xxxxxxxxx, Xxxxx, the 2019 calendar year.

2. Right to Repool Properties. A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

Exhibit B-4

obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

3. Right of First Refusal. A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal.

Exhibit B-4

(including, without limitation, any of the rights or remedies contemplated by Article 12 of this Agreement).

4. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and all other terms remain in full force and effect.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-4

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.

	LANDLORD:

	HPT TA PROPERTIES TRUST


	By:
		Xxxx X. Xxxxxx
		President


	HPT TA PROPERTIES LLC


	By:
		Xxxx X. Xxxxxx
		President


	TENANT:

	TA OPERATING LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-4

	TRAVELCENTERS OF AMERICA LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President


	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-4

Exhibit B-5

Amendment to Petro Lease

(See attached copy.)

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of [·], 2016, by and among HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust, and HPT PSC PROPERTIES LLC, a Maryland limited liability company (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant (as successor by merger with Petro Stopping Centers, L.P.) are parties to that certain Lease Agreement, dated as of May 30, 2007, as amended (as so amended, the “Lease”);

WHEREAS, Landlord and Tenant wish to amend the Lease to extend the Fixed Term (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) and in certain other respects; and

WHEREAS, Guarantor is executing this Amendment to confirm the continuation of the Guaranty;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:

1. Fixed Term. Section 2.3 of the Lease is deleted in its entirety and replaced with the following:

2.3 Fixed Term. The initial term of this Agreement (the “Fixed Term”) shall commence on the Commencement Date and shall expire on June 30, 2032.

2. Right to Repool Properties. A new Section 2.5 is added to the Lease immediately after Section 2.4 as follows:

2.5 Right to Repool Properties. Landlord shall have the right from time to time in connection with a financing or other capital raising transaction to terminate the Term of this Agreement with respect to one or more Properties and contemporaneously to lease such Properties back to Tenant or an Affiliated Person as to Tenant under one or more of the other leases between any Affiliated Person as to Landlord and any Affiliated Person as to Tenant and/or one or more new lease(s) as determined by Landlord (a “repooling”), provided that Landlord shall have obtained Tenant’s prior written consent to any such repooling, which consent shall not be unreasonably withheld, conditioned or delayed. Each party agrees to execute and deliver such documentation as the other party may reasonably request in connection with any such new lease or repooling, including, without limitation, a new lease, a lease amendment, and a new guaranty from

Exhibit B-5

Guarantor or confirmation from Guarantor that its existing Guaranty applies to any such new lease or lease amendment.

3. Right of First Refusal. A new Section 2.6 is added to the Lease immediately after the new Section 2.5 as follows:

2.6 Right of First Refusal.

(a) At no time during the term of this Agreement may Tenant or any Affiliated Person as to Tenant (including, without limitation, TA or any Affiliated Person as to TA), directly or indirectly, purchase, lease, mortgage or otherwise finance (including through a sale and leaseback transaction), or participate in the purchase, lease, mortgage or financing of, any Travel Center, or any property intended to be used as a Travel Center that is operated or proposed to be operated as a “Petro” or “Petro Stopping Center” or otherwise under the “Petro” brand, in the United States or Canada, without first having (i) provided written notice of such proposed transaction to Landlord, describing such proposed transaction in sufficient detail (including pricing and all other material terms) and offering Landlord the right to purchase, lease, mortgage or finance such Travel Center or property and (ii) negotiated in good faith with Landlord. If, after ten (10) Business Days, Landlord and Tenant (or any applicable Affiliated Person as to Tenant) have not reached agreement on the terms of such purchase, lease, mortgage or financing, Tenant (or such Affiliated Person as to Tenant) will be free to purchase, lease, mortgage or finance such Travel Center or property itself or with others, free of the restrictions of this Section 2.6.

4. Deferral Agreement. Reference is made to that certain Deferral Agreement, dated as of August 11, 2008, among Landlord and Tenant, among others, as amended (as so amended, the “Deferral Agreement”). For the avoidance of doubt, nothing contained in this Amendment

Exhibit B-5

shall affect any of the terms or provisions of the Deferral Agreement or extend the date required for payment of any Deferred Rent (as defined in the Deferral Agreement), such that all such Deferred Rent payable in respect of the Deferral Agreement shall remain due and payable on June 30, 2024.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.

6. Ratification. As amended hereby, the Lease is hereby ratified and confirmed.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Exhibit B-5

IN WITNESS WHEREOF, the parties have executed this Amendment as a sealed instrument as of the date above first written.

	LANDLORD:

	HPT PSC PROPERTIES TRUST


	By:
		Xxxx X. Xxxxxx
		President

	HPT PSC PROPERTIES LLC


	By:
		Xxxx X. Xxxxxx
		President


	TENANT:

	TA OPERATING LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Exhibit B-5

Reference is made to the Guaranty of Tenant’s obligations under the Lease dated May 30, 2007 given by TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the “Guarantor”) to Landlord. Guarantor hereby confirms that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by the foregoing Amendment to Lease Agreement, and said Guarantor hereby reaffirms the Guaranty; and said Guarantor further agrees to enter into similar confirmations as to any future amendment(s) of the Lease, as amended by this Amendment, entered into pursuant to Section 2.5 thereof and to enter into a guaranty (in form similar to the Guaranty) of the obligations of the tenant under any new lease entered into pursuant to said Section 2.5. Furthermore, Guarantor acknowledges the terms and provisions of Section 2.6 of the Lease, as amended by this Amendment, and agrees that it shall comply (and it shall cause all of its Affiliated Persons to comply) with the terms and provisions of said Section 2.6, as if Guarantor and any such Affiliated Person had executed said Lease as Tenant thereunder.

	TRAVELCENTERS OF AMERICA LLC


	By:
		Xxxx X. Xxxxx
		Executive Vice President

Document Metadata

Table of Contents

FIRST AMENDMENT TO TRANSACTION AGREEMENT

Document Metadata