First Amendment to Third Amended and Restated Lease Agreement No. 1, dated as of February 28, 2024, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC

Contract Categories: Real Estate - Lease Agreements
EX-10.1 5 svc-q12024xex101xfirstamen.htm EX-10.1 Document
Exhibit 10.1
FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED LEASE AGREEMENT NO. 1

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LEASE AGREEMENT NO. 1 (this “Amendment”) is dated as of February 28, 2024 (the “Effective Date”), by and among HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company (“Tenant”).

WHEREAS, Landlord and Tenant are parties to that certain Third Amended and Restated Lease Agreement No. 1, dated as of May 15, 2023 (the “Lease”), pursuant to which Landlord leases to Tenant, and Tenant leases from Landlord, certain Leased Property (this and other capitalized terms used and not otherwise defined in this Amendment having the meanings given such terms in the Lease), including, without limitation, the Travel Center having an address at 9616 Commerce Drive, Dansville, New York (the “Dansville Travel Center”); and

WHEREAS, the Dansville Travel Center was ground leased to HPT TA Properties Trust pursuant to three (3) Ground Leases as further described on Exhibit B to the Lease (the “Dansville Ground Leases”); and

WHEREAS, effective as to the Effective Date, HPT TA Properties Trust and Tenant terminated all three (3) Dansville Ground Leases, such that HPT TA Properties Trust no longer owns any interest in the Dansville Travel Center; and

WHEREAS, Landlord and Tenant desire to amend the Lease to remove the Dansville Travel Center from the Lease in connection with the termination of the Dansville Ground Leases;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that, from and after the Effective Date, the Lease is hereby amended as follows:

1.Exhibit A. The introductory schedule to Exhibit A to the Lease setting forth a schedule of Exhibits A-1 through A-35 is hereby replaced with the schedule of Exhibits A-1 through A-35 attached to this Amendment and incorporated herein by this reference. The text of the legal description set forth on Exhibit A-23 of the Lease is hereby deleted in its entirety and replaced with “Intentionally deleted”. Accordingly, the Danville Travel Center is no longer a Property and the land which previously had been described in Exhibit A-23 is no longer included in the definition of Land, as “Property” and “Land” are defined by Section 2.1 of the Lease.

2.Exhibit B. Exhibit B to the Lease is hereby deleted in its entirety and replaced with Exhibit B attached to this Amendment and incorporated herein by this reference.

3.Surviving Obligations. For the avoidance of doubt, nothing contained in this Amendment shall release Tenant from any of its liabilities or obligations under the Lease with



respect to the Danville Travel Center which expressly survive the expiration or earlier termination of the Lease.

4.    Ratification. The Lease, as amended by this Amendment, is hereby ratified and confirmed. For the avoidance of doubt, all references in the Lease to the “Agreement” shall mean and refer to the Lease as amended by this Amendment.

2


IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as a sealed instrument as of the Effective Date.
LANDLORD:
HPT TA PROPERTIES TRUST,
a Maryland real estate investment trust
By:    /s/ Todd W. Hargreaves            
    Todd W. Hargreaves
    President
HPT TA PROPERTIES LLC,
a Maryland limited liability company
By:    /s/ Todd W. Hargreaves            
    Todd W. Hargreaves
    President
TENANT:
TA OPERATING LLC,
a Delaware limited liability company
By:    /s/ Deborah Boffa            
Name: Deborah Boffa
Its: Chief Executive Officer
[Signature Page to First Amendment to Third Amended and Restated Lease No. 1]


EXHIBITS A-1 THROUGH A-35
LAND
ExhibitTA
Site No.
Property Address
A-12261501 N. Fort Grant Road
Wilcox, AZ 85643
A-2311I-40 & I-55 at Club Road
West Memphis, AR 72301
A-316027769 Lagoon Drive
Buttonwillow, CA 93206
A-41624325 Guasti Road
Ontario, CA 91761
A-516312310 S. Highway 33
Santa Nella, CA 95322
A-617412151 W. 44th Avenue
Wheat Ridge (Denver West), CO 80033
A-71713 East Industrial Road
Branford (New Haven), CT 06405
A-81782112 Highway 71 South
Marianna, FL 32448
A-91978909 20th Street
Vero Beach, FL 32966
A-101774401 Highway 17
Richmond Hill (Savannah), GA 31324
A-114419 North 430 Route 20
Hampshire (Elgin), IL 60140
A-1223621 Romines Drive
Morris, IL 60450
A-13382
4230 West Highway 24
Remington, IN 47977
A-1446224 Highway 65 South
Tallulah, LA 71284
A-151517401 Assateague Drive
Jessup, MD 20794
A-1689200 Baker Road
Dexter (Ann Arbor), MI 48130
A-17472150 Russell Mt. Gilead Road
Meridian, MS 39301
A-181088050 Dean Martin Drive
Las Vegas, NV 89139
A-19172200 North McCarran Boulevard
Sparks, NV 89431
A-20211108 Ocean Drive
Greenland, NH 03840



ExhibitTA
Site No.
Property Address
A-2183404 W. Highway 66
Gallup, NM 87301
A-2214202 North Motel Boulevard
Las Cruces, NM 88005
A-23N/AN/A
A-2424940 US Route 42 NE
London, OH 43140
A-25158834 Lake Road
Seville, OH 44273
A-26585400 Seventy Six Drive
Youngstown, OH 44515
A-272126 Buckhorn Road
Bloomsburg, PA 17815
A-283245 Allegheny Boulevard
Brookville, PA 15825
A-2911713011 Old Hickory Boulevard
Antioch, TN 37013
A-30492105 S. Goliad Street
Rockwall, TX 75087
A-31608836 North Highway 40
Tooele (Salt Lake City), UT 84074
A-321431025 Peppers Ferry Road
Wytheville, VA 24382
A-3317646630 North Bend Way
North Bend (Seattle East), WA 98045
A-3433910506 West Aero Road
Spokane, WA 99224
A-351874000 I-80 Service Road
Burns (Cheyenne), WY 82053


[See attached copies.]







EXHIBIT B
GROUND LEASES
West Memphis, Arkansas:

Lease Agreement between Charles H. Williamson and HPT TA Properties Trust, dated April 10, 1985.

Seattle East (North Bend), Washington:

Ground Lease between The Rogers Group Properties I, LLC and HPT TA Properties Trust, dated March 1, 2003, as amended by Addendum to Ground Lease, dated August 1, 2008, Second Addendum to Ground Lease, dated August 1, 2013, and Third Amendment to Ground Lease dated April 1, 2018.

Spokane, Washington:

Lease Agreement between Fairways Commercial Investments, L.L.C. and HPT TA Properties Trust, dated October 19, 2005, as amended by Amendment and Extension to Lease Agreement, dated April 17, 2006, and Second Addendum, dated May 9, 2007.





JOINDER BY GUARANTOR

Reference is made to that certain Second Amended and Restated Guaranty Agreement (Third Amended and Restated Lease Agreement No. 1), dated as of May 15, 2023, given by BP Corporation North America, Inc., an Indiana corporation (“Guarantor”), for the benefit of Landlord with respect to Tenant’s obligations under the Lease (the “Guaranty”). Guarantor hereby confirm that all references in the Guaranty to the “Restated Lease” shall mean the Restated Lease as amended by this Amendment, and Guarantor hereby reaffirms the Guaranty.

                        GUARANTOR:

BP CORPORATION NORTH AMERICA, INC.
an Indiana corporation


By: /s/ John Jackson                
Name: John Jackson
Its: Vice President and Treasurer