THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1

Exhibit 10.2

THIRD AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (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. 1, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 1, dated as of June 22, 2016, and that certain Second Amendment to Amended and Restated Lease Agreement No. 1, dated as of January 17, 2019 (as so amended, the “Lease”);

WHEREAS, HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, 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 000 X. Xxxx, Xxxxxxx 00, Xxxxxx, Xxxxx 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 Fifty Million Six Hundred Seventeen Thousand Two Hundred Eleven and 00/100ths Dollars ($50,617,211.00), 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-41” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-32 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]

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,
	a Maryland real estate investment trust
	By:	/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		President
	HPT TA PROPERTIES LLC,
	a Maryland limited liability company
	By:	/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx
		President
	TENANT:
	TA OPERATING LLC,
	a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Executive Vice President

[Signature Page to Third Amendment to Amended and Restated Lease Agreement No. 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.

	GUARANTORS:
	TRAVELCENTERS OF AMERICA LLC,
	a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Executive Vice President
	TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company
	By:	/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx
		Executive Vice President

[Joinder Page to Third Amendment to Amended and Restated Lease Agreement No. 1]

EXHIBITS A-1 through A-41

LAND

Exhibit		TA Site No.		Property Address		Initial Base Year
A-1		352		0000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX 00000		2015
A-2		226		0000 X. Xxxx Xxxxx Xxxx, Xxxxxx, XX 00000		2015
A-3		160		00000 Xxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000		2015
A-4		162		0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000		2015
A-5		163		00000 X. Xxxxxxx 00, Xxxxx Xxxxx, XX 00000		2015
A-6		174		00000 X. 00xx Xxxxxx, Xxxxx Xxxxx (Xxxxxx Xxxx), XX 00000		2015
A-7		171		0 Xxxx Xxxxxxxxxx Xxxx , Xxxxxxxx (Xxx Xxxxx), XX 00000		2015
A-8		178		0000 Xxxxxxx 00 Xxxxx, Xxxxxxxx, XX 00000		2015
A-9		197		0000 00xx Xxxxxx, Xxxx Xxxxx, XX 00000		2015
A-10		177		0000 Xxxxxxx 00, Xxxxxxxx Xxxx (Xxxxxxxx), XX 00000		2015
X-00		00		00 N. 000 Xxxxx 00, Xxxxxxxxx (Xxxxx), XX 00000		2015
A-12		000		00 Xxxxxxx Xx., Xxxxxx, XX 00000		2015
A-13		379		0000 X. Xxxxxxx Xxxx #000 Xxxx, Xxxxxxxxxx, XX 00000		2015
A-14				Intentionally deleted
A-15		46		000 Xxxxxxx 00 Xxxxx, Xxxxxxxx, XX 00000		2015
A-16		151		0000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000		2015
A-17		89		000 Xxxxx Xxxx, Xxxxxx (Xxx Xxxxx), XX 00000		2015
A-18		47		0000 Xxxxxxx Xx. Xxxxxx Xx., Xxxxxxxx, XX 00000		2015
A-19				Intentionally deleted
A-20		172		000 Xxxxx XxXxxxxx Xxxx., Xxxxxx, XX 00000		2015
A-21		211		000 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000		2015
A-22		8		0000 X. Xxxxxxx 00, Xxxxxx, XX 00000		2015
A-23		14		000 X. Xxxxx Xxxx., Xxx Xxxxxx, XX 00000		2015
A-24		208		0000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000		2015
A-25		24		000 XX Xx. 00, XX, Xxxxxx, XX 00000		0000
X-00		00		0000 Xxxx Xxxx, Xxxxxxx, XX 00000		2015
A-27		58		0000 Xxxxxxx Xxx Xxxxx, Xxxxxxxxxx, XX 00000		0000
X-00		000		0 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000		2015
A-29		3		000 Xxxxxxxxx Xxxx., Xxxxxxxxxx, XX 00000		2015
A-30		393		0000 XX Xxxx, Xxxxxxxx, XX 00000		2015
A-31		117		00000 Xxx Xxxxxxx Xxxx., Xxxxxxx, XX 00000		2015
A-32				Intentionally deleted
A-33		49		0000 X. Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000		2015
A-34		60		0000 X. Xxxxxxx 00, Xxxxxx (Xxxx Xxxx Xxxx), XX 00000		2015
A-35		143		0000 Xxxxxxx Xxxxx Xx., Xxxxxxxxxx, XX 00000		2015
A-36		176		00000 Xxxxx Xxxx Xxx, Xxxxx Xxxx (Xxxxxxx Xxxx), XX 00000		2015
A-37		149		0000 Xxxxx Xx. 00, Xxxxxxxxx, XX 00000		2015
A-38				Intentionally deleted
A-39		187		0000 X-00 Xxxxxxx Xx., Xxxxx (Xxxxxxxx), XX 00000		2015
A-40		382		0000 Xxxx Xxxxxxx 00, Xxxxxxxxx, XX 00000		2017
A-41		108		0000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000		2015

[See attached copies.]

Exhibits A-1 - A-41