Exhibit 10.3

 

THIRD AMENDMENT TO

AMENDED AND RESTATED LEASE AGREEMENT NO. 4

 

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 4 (this “Amendment”) is made and entered into as of September 23, 2015 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, and that certain Second Amendment to Amended and Restated Lease Agreement No. 4, dated as of June 23, 2015 (as so amended, the “Lease”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and/or improvements, all as set forth in the Lease; and

 

WHEREAS, as of the date of this Amendment, HPT TA Properties Trust has acquired from Tenant certain land and improvements comprising a travel center having an address at 3747 Express Drive, Holbrook, Arizona 86205, as further described on Exhibit A-38 attached to this Amendment (collectively, the “Holbrook Property”); and

 

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Holbrook Property as a Property (as defined in the Lease);

 

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.                                      Capitalized Terms.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

 

2.                                      Commencement Date.  The defined term “Commencement Date” shall mean, with respect to the Holbrook Property, the date of this Amendment.

 

3.                                      Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.68 of the Lease is hereby deleted in its entirety and replaced with the following:

 

“Minimum Rent” shall mean Forty-Three Million Nine Hundred Eighty-One Thousand Three Hundred Sixty-Three and 70/100ths Dollars ($43,981,363.70), subject to adjustment as provided in Section 3.1.1(b).

 











 

4.                                      Leased Property.  Section 2.1(a) of the Lease is hereby amended by deleting the reference to “Exhibits A-1 through A-37” in the second line thereof and replacing it with a reference to “Exhibits A-1 through A-38”.

 

5.                                      Exhibit A.  Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-37” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-38” attached hereto and (b) adding Exhibit A-38 attached to this Amendment immediately following Exhibit A-37 to the Lease.

 

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

 

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

 

[Signature Page Follows]

 

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:
    	
/s/   Mark L. Kleifges
    
	
 
    	
 
    	
Mark   L. Kleifges
    
	
 
    	
 
    	
Treasurer   and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HPT TA PROPERTIES LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark L. Kleifges
    
	
 
    	
 
    	
Mark   L. Kleifges
    
	
 
    	
 
    	
Treasurer   and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TENANT:
    
	
 
    	
 
    
	
 
    	
TA OPERATING LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark R. Young
    
	
 
    	
 
    	
Mark   R. Young
    
	
 
    	
 
    	
Executive   Vice President
    


 

3











 

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.

 

	
 
    	
TRAVELCENTERS   OF AMERICA LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark R. Young
    
	
 
    	
 
    	
Mark   R. Young
    
	
 
    	
 
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TRAVELCENTERS   OF AMERICA HOLDING COMPANY LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark R. Young
    
	
 
    	
 
    	
Mark   R. Young
    
	
 
    	
 
    	
Executive   Vice President
    


 

4











 

EXHIBITS A-1 through A-38

 

Land

 


	
Exhibit
    	
 
    	
TA Site No.
    	
 
    	
Property Address
    
	
A-1
    	
 
    	
224
    	
 
    	
1806 Highway 371 W, Prescott, AR 71857.
    
	
A-2
    	
 
    	
41
    	
 
    	
46155 Dillon Road, Coachella, CA 92236.
    
	
A-3
    	
 
    	
346
    	
 
    	
28991 West Gonzaga Rd., Santa Nella, CA 95322.
    
	
A-4
    	
 
    	
148
    	
 
    	
5101 Quebec Street, Commerce City (Denver East), CO   80022.
    
	
A-5
    	
 
    	
22
    	
 
    	
327 Ruby Road, Willington, CT 06279.
    
	
A-6
    	
 
    	
53
    	
 
    	
556 St. Rt. 44, Wildwood, FL 34785.
    
	
A-7
    	
 
    	
45
    	
 
    	
P.O. Box 592, Madison, GA 30650.
    
	
A-8
    	
 
    	
367
    	
 
    	
5915 Monee Rd., Monee, IL 60449.
    
	
A-9
    	
 
    	
43
    	
 
    	
4510 Broadway, Mt. Vernon, IL 62864.
    
	
A-10
    	
 
    	
257
    	
 
    	
10346 S. State Rd. 39, Clayton, IN 46118.
    
	
A-11
    	
 
    	
220
    	
 
    	
1600 West US Hwy 20, Porter, IN 46304.
    
	
A-12
    	
 
    	
252
    	
 
    	
2775 US Hwy 75, Lebo (Beto Junction), KS 66856.
    
	
A-13
    	
 
    	
28
    	
 
    	
145 Richwood Road, Walton, KY 41094.
    
	
A-14
    	
 
    	
180
    	
 
    	
1682 Gause Blvd., Slidell, LA 70458.
    
	
A-15
    	
 
    	
19
    	
 
    	
1400 Elkton Road, Elkton, MD 21921.
    
	
A-16
    	
 
    	
175
    	
 
    	
3265 N. Service Road East, Foristell, MO 63348.
    
	
A-17
    	
 
    	
193
    	
 
    	
8033 W. Holling Rd., Alda (Grand Island), NE 68810.
    
	
A-18
    	
 
    	
6
    	
 
    	
2 Simpson Road, Columbia, NJ 07832.
    
	
A-19
    	
 
    	
81
    	
 
    	
2501 University Blvd. NE, Albuquerque, NM 87107.
    
	
A-20
    	
 
    	
207
    	
 
    	
753 Upper Court St., Binghamton, NY 13904.
    
	
A-21
    	
 
    	
194
    	
 
    	
8420 Alleghany Rd., Corfu (Pembroke), NY 14036.
    
	
A-22
    	
 
    	
221
    	
 
    	
153 Wiggins Road, Candler, NC 28715.
    
	
A-23
    	
 
    	
701
    	
 
    	
715 US 250 East, Ashland, OH 44805.
    
	
A-24
    	
 
    	
139
    	
 
    	
12403 US Rt. 35 NW, Jeffersonville, OH 43128.
    
	
A-25
    	
 
    	
95
    	
 
    	
4450 Portage St. NW, North Canton, OH 44720.
    
	
A-26
    	
 
    	
152
    	
 
    	
P.O. Box 171, Sayre, OK 73662.
    
	
A-27
    	
 
    	
67
    	
 
    	
5644 SR 8, Harrisville (Barkeyville), PA 16038.
    
	
A-28
    	
 
    	
68
    	
 
    	
5600 Nittany Valley Drive, Lamar, PA 16848.
    
	
A-29
    	
 
    	
179
    	
 
    	
3014 Paxville Highway, Manning, SC 29102.
    
	
A-30
    	
 
    	
245
    	
 
    	
155 Hwy. 138, Denmark (Jackson), TN 38391.
    
	
A-31
    	
 
    	
34
    	
 
    	
111 N. First Street, Nashville, TN 37213.
    
	
A-32
    	
 
    	
150
    	
 
    	
7751 Bonnie View Road, Dallas (South), TX 75241.
    
	
A-33
    	
 
    	
153
    	
 
    	
1010 Beltway Parkway, Laredo, TX 78045.
    
	
A-34
    	
 
    	
232
    	
 
    	
4817 I-35 North, New Braunfels, TX 78130.
    
	
A-35
    	
 
    	
32
    	
 
    	
RR1, Valley Grove, WV 26060.
    
	
A-36
    	
 
    	
188
    	
 
    	
P.O. Box 400, Ft. Bridger, WY 82933.
    
	
A-37
    	
 
    	
242
    	
 
    	
15874 Eleven Mile Road, Battle Creek, MI 49014.
    
	
A-38
    	
 
    	
246
    	
 
    	
3747 Express Drive, Holbrook, AZ 86025
    




 

[See attached copies.]

 











 



 











 

EXHIBIT B

 

NEW PROPERTIES

 

	
TA Site No.
    	
 
    	
Property Address
    
	
346
    	
 
    	
28991 West Gonzaga Rd., Santa Nella, CA 95322.
    
	
367
    	
 
    	
5915 Monee Rd., Monee, IL 60449.
    
	
252
    	
 
    	
2775 US Hwy 75, Lebo (Beto Junction), KS 66856.
    
	
153
    	
 
    	
1010 Beltway Parkway, Laredo, TX 78045.
    
	
242
    	
 
    	
15874 Eleven Mile Road, Battle Creek, MI 49014.
    
	
246
    	
 
    	
3747 Express Drive, Holbrook, AZ 86025