TENTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4
TENTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 4
THIS TENTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “Amendment”) is made and entered into as of January 23, 2019 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, that certain Fourth Amendment to Amended and Restated Lease Agreement No. 4, dated as of March 31, 2016, that certain Fifth Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 22, 2016, that certain Sixth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 14, 2016, that certain Seventh Amendment to Amended and Restated Lease Agreement No. 4, dated as of May 3, 2017, that certain Eighth Amendment to Amended and Restated Lease Agreement No. 4, dated as of September 28. 2017, and that certain Ninth Amendment to Amended and Restated Lease Agreement No. 4, dated as of January 17, 2019 (as so amended, the “Lease”);
WHEREAS, HPT TA Properties LLC is selling to Tenant, and Tenant is acquiring from HPT TA Properties LLC, the Property (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Center located at 0000 Xxxx XX Xxx 00, Xxxxxx, Xxxxxxx 00000 (the “Sold Property”);
WHEREAS, Landlord and Tenant wish to amend the Lease to remove the Sold Property and to reflect a corresponding reduction in Minimum Rent; and
WHEREAS, Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);
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. Sold Property. The Leased Property shall exclude the Sold Property, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Property which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if the Sold Property remained a Property for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Sold Property.
2. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean Forty-Six Million Two Hundred Six Thousand Three Hundred Seventy-Six and 00/100ths Dollars ($46,206,376.00), subject to adjustment as provided in Section 3.1.1(b).
3. Exhibit A. Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-42” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-42” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-11 to the Lease and replacing it with “Intentionally deleted”.
4. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and remains 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]
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.
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LANDLORD: | |
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HPT TA PROPERTIES TRUST, | |
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a Maryland real estate investment trust | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx |
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President |
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HPT TA PROPERTIES LLC, | |
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a Maryland limited liability company | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx |
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President |
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TENANT: | |
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TA OPERATING LLC, | |
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a Delaware limited liability company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
[Signature Page to Tenth Amendment to Amended and Restated Lease Agreement No. 4]
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.
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GUARANTORS: | |
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a Delaware limited liability company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
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TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
[Joinder Page to Tenth Amendment to Amended and Restated Lease Agreement No. 4]
EXHIBITS A-1 through A-42
Land
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Exhibit |
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TA |
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Property Address |
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Initial |
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A-1 |
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224 |
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0000 Xxxxxxx 000 X, Xxxxxxxx, XX 00000 |
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2015 |
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A-2 |
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41 |
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00000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000 |
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2015 |
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A-3 |
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346 |
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00000 Xxxx Xxxxxxx Xx., Xxxxx Xxxxx, XX 00000 |
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2015 |
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A-4 |
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148 |
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0000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx (Xxxxxx Xxxx), XX 00000 |
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2015 |
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A-5 |
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22 |
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000 Xxxx Xxxx, Xxxxxxxxxx, XX 00000 |
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2015 |
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A-6 |
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53 |
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000 Xx. Xx. 00, Xxxxxxxx, XX 00000 |
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0000 |
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X-0 |
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00 |
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X.X. Xxx 000, Xxxxxxx, XX 00000 |
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2015 |
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A-8 |
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367 |
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0000 Xxxxx Xx., Xxxxx, XX 00000 |
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2015 |
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A-9 |
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43 |
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0000 Xxxxxxxx, Xx. Xxxxxx, XX 00000 |
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2015 |
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A-10 |
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Intentionally deleted |
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A-11 |
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Intentionally deleted |
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A-12 |
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252 |
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0000 XX Xxx 00, Xxxx (Xxxx Xxxxxxxx), XX 00000 |
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2015 |
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A-13 |
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28 |
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000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000 |
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2015 |
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A-14 |
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180 |
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0000 Xxxxx Xxxx., Xxxxxxx, XX 00000 |
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2015 |
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A-15 |
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19 |
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0000 Xxxxxx Xxxx, Xxxxxx, XX 00000 |
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2015 |
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A-16 |
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175 |
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0000 X. Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000 |
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2015 |
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A-17 |
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193 |
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0000 X. Xxxxxxx Xx., Xxxx (Xxxxx Xxxxxx), XX 00000 |
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0000 |
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X-00 |
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0 |
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0 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000 |
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2015 |
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A-19 |
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81 |
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0000 Xxxxxxxxxx Xxxx. XX, Xxxxxxxxxxx, XX 00000 |
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2015 |
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A-20 |
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207 |
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000 Xxxxx Xxxxx Xx., Xxxxxxxxxx, XX 00000 |
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2015 |
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A-21 |
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194 |
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0000 Xxxxxxxxx Xx., Xxxxx (Xxxxxxxx), XX 00000 |
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2015 |
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A-22 |
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221 |
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000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000 |
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2015 |
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A-23 |
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Intentionally deleted |
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A-24 |
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139 |
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00000 XX Xx. 00 XX, Xxxxxxxxxxxxxx, XX 00000 |
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2015 |
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A-25 |
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95 |
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0000 Xxxxxxx Xx. XX, Xxxxx Xxxxxx, XX 00000 |
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0000 |
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X-00 |
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000 |
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X.X. Xxx 000, Xxxxx, XX 00000 |
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2015 |
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A-27 |
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67 |
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0000 XX 0, Xxxxxxxxxxx (Xxxxxxxxxxx), XX 00000 |
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2015 |
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A-28 |
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68 |
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0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx, XX 00000 |
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2015 |
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A-29 |
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179 |
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0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 |
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2015 |
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A-30 |
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245 |
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000 Xxx. 000, Xxxxxxx (Xxxxxxx), XX 00000 |
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2015 |
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A-31 |
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34 |
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000 X. Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
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2015 |
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A-32 |
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150 |
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0000 Xxxxxx Xxxx Xxxx, Xxxxxx (Xxxxx), XX 00000 |
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2015 |
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A-33 |
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153 |
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0000 Xxxxxxx Xxxxxxx, Xxxxxx, XX 00000 |
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2015 |
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A-34 |
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232 |
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0000 X-00 Xxxxx, Xxx Xxxxxxxxx, XX 00000 |
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0000 |
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X-00 |
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00 |
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XX0, Xxxxxx Xxxxx, XX 00000 |
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0000 |
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X-00 |
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000 |
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X.X. Xxx 000, Xx. Xxxxxxx, XX 00000 |
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2015 |
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A-37 |
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242 |
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00000 Xxxxxx Xxxx Xxxx, Xxxxxx Xxxxx, XX 00000 |
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2015 |
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A-38 |
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246 |
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0000 Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000 |
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2015 |
Exhibits X-0 - X-00
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X-00 |
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Xxxxxxxxxxxxx deleted |
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A-40 |
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Intentionally deleted |
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A-41 |
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225 |
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0000 Xxxxx 000xx Xxxxxx, Xxxxxxx, XX |
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2015 |
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A-42 |
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146 |
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000 Xxxxxxxxx-Xxxxx Xxxx, Xxxxxxxxxxxx, XX 00000 |
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2015 |
[See attached copies.]
Exhibits A-1 - A-42
