Exhibit






Exhibit 10.2
FIFTH AMENDMENT TO 
AMENDED AND RESTATED LEASE AGREEMENT NO. 3
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “Amendment”) is made and entered into as of August 1, 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. 3, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 3, dated as of September 23, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 3, dated as of June 22, 2016, that certain Third Amendment to Amended and Restated Lease Agreement No. 3, dated as of January 17, 2019, and that certain Fourth Amendment to Amended and Restated Lease Agreement No. 3, dated as of January 23, 2019 (as so amended, the “Lease”);
WHEREAS, simultaneously herewith, HPT TA Properties Trust has acquired certain land comprising a parking lot having an address at 167 Ruggles Row, Southington, Connecticut  06489 (the “Milldale Parking Lot”), which is located adjacent to the Travel Center located at 1875 Meriden-Waterbury Turnpike, Milldale, Connecticut  06467 (the “Milldale Travel Center”);
 
WHEREAS, Landlord and Tenant desire to amend the Lease to include the Milldale Parking Lot as part of 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 Milldale Travel Center with a corresponding increase in Minimum Rent; and


WHEREAS, Guarantors are 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.    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-Two Million Four Hundred Nine Thousand One Hundred Eighteen and 00/100ths Dollars ($42,409,118.00), subject to adjustment as provided in Section 3.1.1(b).


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2.    Exhibit A.  Exhibit A to the Lease is hereby amended by deleting the legal description set forth in Exhibit A-6 thereto in its entirety and inserting the legal description attached hereto as Exhibit A-6 in its place.
3.    Ratification.  As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.
4.    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.  




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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 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 Fifth Amendment to Amended and Restated Lease Agreement No. 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.


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 Fifth Amendment to Amended and Restated Lease Agreement No. 3]






EXHIBIT A-6 
 
TA Southington
1875 Meriden-Waterbury Turnpike
Milldale (Southington), CT
Parcel 1



































Parcel 2
A certain piece or parcel of land together with the buildings and improvements thereon, located on the easterly side of the highway, Ruggles Row, in the Town of Southington, County of Hartford and State of Connecticut, known as 167 Ruggles Row and shown and designated as PARCEL “B” 20,731 S.F., 0.48 Ac. on a map entitled, “Improvement Location Map for JACKS FAMILY DONUTS INC. #177 Ruggles Row, Southington, CT Scale: 1”=20’ Date: May 9, 2003 KJA File No.: 50-279 Drawing No.: 1 kratzert, jones & associates, inc. Civil Engineers – Land Surveyors – Site Planners – Building Engineers P.O. Box 337 1755 Meriden-Waterbury Rd., Milldale, CT. 06467-0337 phone (860)621-3638”, which map is filed in Map Drawer 26, Map 4A of the Southington Town Clerk’s Office to which reference may be had for a more particular description.