Exhibit 10.5


 


FIRST
AMENDMENT TO LEASE AGREEMENT


 


THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as
of March 17, 2008 by and among HPT PSC
Properties Trust, a Maryland real estate investment trust, and HPT PSC Properties LLC, a Maryland limited
liability company, as landlord (collectively, “Landlord”), and Petro Stopping Centers, L.P., a Delaware
limited partnership, as tenant (“Tenant”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, pursuant to the terms of that certain
Lease Agreement, dated as of May 30, 2007 (the “Lease”), Landlord
leases to Tenant, and Tenant leases from Landlord, the Leased Property (this
and other capitalized terms used but not otherwise defined herein having the
meanings given such terms in the Lease), all as more particularly described in
the Lease;


 


WHEREAS, contemporaneously herewith, Landlord
has acquired the fee interest in that portion of the Leased Property (the “Original
Sparks Property”)located at 1950 East Greg Street, Sparks, Nevada and
certain additional property (the “Adjacent Property”, and together with
the Original Sparks Property, collectively, the “Sparks Property”), and
Landlord and Tenant desire to include the Adjacent Property as part of the
Leased Property;


 


WHEREAS, contemporaneously herewith, Tenant has entered into a sublease (the “Sublease”)
with Cashell Enterprises, Inc., a Nevada corporation (“Subtenant”),
pursuant to which Tenant subleases to Subtenant and Subtenant subleases from
Tenant the portion of the Sparks Property as more particularly described
therein;


 


WHEREAS,
contemporaneously herewith and pursuant to Section 4.4
of the Lease, Tenant has assigned to Landlord Tenant’s leasehold interest in
property adjacent to the West Memphis, Arkansas Property and the York, Nebraska
Property; and


 


WHEREAS,
Landlord and Tenant wish to amend the Lease, subject to the terms and
conditions of 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 follows:


 

















 


1.             Exhibits.  Effective as of the date hereof, Exhibits A-5,
A-17 and A-19 of the Lease are hereby deleted in their entirety
and replaced with Exhibits A-5, A-17 and A-19 attached
hereto and made a part hereof.


 


2.             Definition
of Minimum Rent.  Effective as of the
date hereof, the definition for the term “Minimum Rent” set forth in Section 1.67
of the Lease is hereby deleted in its entirety and replaced with the following:


 


“Minimum
Rent”  shall mean the sum of Sixty-Six
Million One Hundred Seventy-Six Thousand Five Hundred and Twenty-Six Dollars
($66,176,526) per annum; subject, in each case, to adjustment as provided in Section 3.1.1(b).


 


3.             Ground
Leases.  Effective as of the date
hereof, Section 4.4 of the Lease is hereby amended by deleting the
last sentence thereof in its entirety.


 


4.             Sublease
Allowance.  If, pursuant to Section 5.1.1(b) of
the Sublease, Tenant is required to provide Subtenant with all or any portion
of the Allowance (as defined in the Sublease), Tenant may, at its election,
advance such funds or give Landlord Notice thereof. Such Notice shall set
forth, in reasonable detail, such Capital Addition to be funded by the
Allowance and Tenant shall provide Landlord with appropriate invoices and such
other documentation and information as Landlord shall reasonably request each
time Tenant requests a disbursement of the Allowance.  Provided that no Event of Default shall have
occurred and be continuing and Tenant shall otherwise be in compliance with the
applicable provisions of Article 6 of the Lease, Landlord shall,
within ten (10) Business Days after such Notice, disburse such required
funds to Tenant (or, if Tenant shall so elect, directly to Subtenant) and, upon
such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(b).


 


5.             Termination
of Sublease.  Tenant acknowledges
that, regardless of cause, any termination of the Sublease pursuant to Section 19.4
thereof shall not affect the parties’ obligations under the Lease.


 


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


 


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


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  HPT PSC PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John G. Murray

  
	
   

  	
   

  	
  John G. Murray

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  HPT PSC PROPERTIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John G. Murray

  
	
   

  	
   

  	
  John G. Murray

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  PETRO
  STOPPING CENTERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas M. O’Brien

  
	
   

  	
   

  	
  Thomas M. O’Brien

  
	
   

  	
   

  	
  President

  



 


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