Amended And Restated Lease Agreement

Eighth Amendment to Amended and Restated Lease Agreement No. 2

Exhibit 10.2

 

EIGHTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

 

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “Amendment”) is made and entered into as of January 29, 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. 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, that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015, that certain Fourth Amendment to Amended and Restated Lease No. 2, dated as of June 22, 2016, that certain Fifth Amendment to Amended and Restated Lease No. 2, dated as of June 30, 2016, that certain Sixth Amendment to Amended and Restated Lease No. 2, dated as of September 30, 2016, and that certain Seventh Amendment to Amended and Restated Lease No. 2, 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 Properties (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 Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “Sold Properties”);

 

WHEREAS, Landlord and Tenant wish to amend the Lease to remove the Sold Properties 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 Properties.  The Leased Property shall exclude the Sold Properties, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Properties 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 all of the Sold Properties remained Properties 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 Properties.

 


 

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-Four Million Six Hundred Sixty-Three Thousand Two Hundred Sixty-Seven and 00/100ths Dollars ($44,663,267.00), 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, (b) deleting the legal descriptions for the Sold Properties from Exhibits A-18 and A-32 to the Lease and replacing them 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/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

HPT TA PROPERTIES LLC,

 

a Maryland limited liability company

 

 

 

 

 

By:

/s/ John G. Murray

 

 

John G. Murray

 

 

President

 

 

 

 

 

TENANT:

 

 

 

TA OPERATING LLC,

 

a Delaware limited liability company

 

 

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

[Signature Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]

 


 

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/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

 

 

TRAVELCENTERS OF AMERICA HOLDING

 

COMPANY LLC, a Delaware limited liability

 

company

 

 

 

By:

/s/ Mark R. Young

 

 

Mark R. Young

 

 

Executive Vice President

 

[Joinder Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]

 


 

SCHEDULE 1

 

SOLD PROPERTIES

 

Street Address

 

City

 

State

 

Landlord

13400 Rogers Drive

 

Rogers

 

MN

 

HPT TA Properties Trust

608 Lovell Road

 

Knoxville

 

TN

 

HPT TA Properties Trust

 


 

EXHIBITS A-1 through A-41

 

Land

 

Exhibit

 

TA
Site No.

 

Property Address

 

Initial
Base Year

 

A-1

 

54

 

9201 Grand Bay Wilmer Rd, Grand Bay (Mobile), AL 36541

 

2015

 

A-2

 

7

 

2949 S. Toltec Road, Eloy, AZ 85213

 

2015

 

A-3

 

94

 

946 West Beale Street, Kingman, AZ, 86401

 

2015

 

A-4

 

33

 

408 Highway 149 North, Earle (West Memphis), AR 72331

 

2015

 

A-5

 

227

 

2930 Lenwood Rd., Barstow, CA 92311

 

2015

 

A-6

 

57

 

19483 Knighton Rd., Redding, CA 96002

 

2015

 

A-7

 

248

 

1650 C.R. 210 West, Jacksonville (Jacksonville South), FL 32259

 

2015

 

A-8

 

158

 

11706 Tamp Gateway Blvd., Seffner (Tampa), FL 33584

 

2015

 

A-9

 

156

 

30732 Highway 441 South, Commerce, GA 30529

 

2015

 

A-10

 

249

 

6901 Bellville Road, Lake Park, GA 31636

 

2015

 

A-11

 

167

 

4115 Broadway, Boise, ID 83705

 

2015

 

A-12

 

30

 

16650 Russell Rd., Russell (Chicago North), IL 60075

 

2015

 

A-13

 

199

 

819 Edwardsville Road, Troy, IL 62294

 

2015

 

A-14

 

65

 

2636 E. Tipton Street, Seymour, IN 47274

 

2015

 

A-15

 

66

 

3210 South 7th Street,     Council Bluffs, IA 51501

 

2015

 

A-16

 

237

 

8560 Greenwood Rd., Greenwood, LA 71033

 

2015

 

A-17

 

69

 

1255 N. Dixie Hwy, Monroe, MI 48162

 

2015

 

A-18

 

 

 

Intentionally deleted

 

 

 

A-19

 

52

 

100 North Broadway, Oak Grove, MO 64075

 

2015

 

A-20

 

90

 

103 Prospectors Drive     , Ogallala, NE 69153

 

2015

 

A-21

 

 

 

Intentionally deleted

 

 

 

A-22

 

48

 

975 St. Rt. 173, Bloomsbury, NJ 08804

 

2015

 

A-23

 

23

 

HC 69 - Box 120, Santa Rosa, NM 88435.

 

2015

 

A-24

 

 

 

Intentionally deleted

 

 

 

A-25

 

2

 

1101 NC Highway 61, Whitsett (Greensboro), NC 27377

 

2015

 

A-26

 

39

 

10679 Lancaster Rd., Hebron, OH 43025

 

2015

 

A-27

 

29

 

5551 St. Rt. 193, Kingsville, OH 44048

 

2015

 

A-28

 

59

 

501 South Morgan Road, Oklahoma City (West), OK 73128

 

2015

 

A-29

 

56

 

21856 Bents Road, NE, Aurora (Portland), OR 97002

 

2015

 

A-30

 

215

 

4050 Depot Road, Erie (Harborcreek), PA 16510

 

2015

 

A-31

 

12

 

7848 Linglestown Road, Harrisburg, PA 17112

 

2015

 

A-32

 

 

 

Intentionally deleted

 

 

 

A-33

 

17

 

6800 Thompson Road, Baytown, TX 77522

 

2015

 

A-34

 

230

 

704 West Interstate 20, Big Spring, TX 79720

 

2015

 

A-35

 

 

 

Intentionally deleted

 

 

 

A-36

 

1

 

100 N. Carter Road, Ashland (Richmond), VA 23005

 

2015

 

A-37

 

170

 

435 Winton Parkway, Livingston, CA 95334

 

2015

 

A-38

 

369

 

3001 Grant Street, Gary, IN 46408

 

2015

 

A-39

 

402

 

24225 and 24263 West Lorenzo Road, Wilmington, IL 60481

 

2019

 

A-40

 

255

 

289 Howard Baker Highway, Pioneer, TN 37847

 

2019

 

A-41

 

257

 

10346 S. State Rd. 39, Clayton, IN 46118

 

2015

 

 

 [See attached copies.]