AMENDMENT TO LEASE AGREEMENT

Exhibit 10.5

AMENDMENT TO LEASE AGREEMENT

THIS AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of July 1, 2013 (the “Amendment 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 LEASING LLC, a Delaware limited liability company (“Tenant”).

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Lease Agreement, dated as of January 31, 2007, as modified by that certain First Amendment to Lease Agreement, dated as of May 12, 2008, by and among Landlord and Tenant, that certain Deferral Agreement, dated as of August 11, 2008, by and among Landlord, Tenant, Hospitality Properties Trust (“HPT”), HPT PSC Properties Trust, HPT PSC Properties LLC (together with HPT PSC Properties Trust, collectively, “HPT PSC”), TravelCenters of America LLC (“TCA”) and TA Operating LLC (successor by merger to Petro Stopping Centers, L.P.) (“TA Operating”), that certain Amendment Agreement, dated as of January 31, 2011, by and among Landlord, Tenant, HPT, HPT PSC, TCA and TA Operating, and that certain Amendment Agreement, dated as of April 15, 2013, by and among Landlord, Tenant, HPT PSC and TA Operating (as so modified, the “Lease”), Landlord leases to Tenant and Tenant leases from Landlord certain premises at various locations, as more particularly described in the Lease; and

WHEREAS, HPT TA Properties LLC has acquired a fee interest in certain land (the “Brunswick Land Parcel”) adjacent to the portion of the Leased Property located at 2995 US Highway 17 South, Brunswick, Georgia, as more particularly described on Exhibit A-30 to the Lease; and

WHEREAS, HPT TA Properties LLC has acquired a fee interest in certain land (the “Seymour Land Parcel”) adjacent to the portion of the Leased Property located at 2636 E. Tipton Street, Seymour, Indiana, as more particularly described on Exhibit A-49 to the Lease; and

WHEREAS, HPT TA Properties Trust has acquired a fee interest in certain land (the “Binghamton Land Parcel”, and together with the Brunswick Land Parcel and the Seymour Land Parcel, collectively, the “Additional Land Parcels”) adjacent to the portion of the Leased Property located at 753 Upper Court St., Binghamton, New York, as more particularly described on Exhibit A-84 to the Lease; and

WHEREAS, HPT TA Properties Trust has acquired the fee interest in the portion of the Leased Property previously ground leased from a third party and located at 125 Neelytown Road, Montgomery, New York, as more particularly described on Exhibit A-88 to the Lease (the “Maybrook Property”); and

WHEREAS, Landlord and Tenant desire 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.             Capitalized Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Lease.

2.             Minimum Rent.  With respect to the period commencing on the Amendment Date and continuing through December 31, 2022, Minimum Rent shall be $151,655,400.98 per annum, subject to adjustment as provided in Section 3.1.1(b) of the Lease.

3.             Exhibit A-84.  Effective as of June 13, 2012, Exhibit A-84 to the Lease is hereby deleted in its entirety and Exhibit A-84 attached hereto is hereby inserted in its place.

4.             Exhibits A-30 and A-49.  Effective as of Amendment Date, Exhibits A-30 and A-49 to the Lease are hereby deleted in their entirety and Exhibits A-30 and A-49 attached hereto are hereby inserted in their place.

5.             Statement of Limited Liability.  THE DECLARATION OF TRUST ESTABLISHING HPT TA PROPERTIES TRUST, DATED NOVEMBER 29, 2006, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF HPT TA PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, HPT TA PROPERTIES TRUST.  ALL PERSONS DEALING WITH HPT TA PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF HPT TA PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

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

[Signature Pages Follow]

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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.

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Reference is made to that certain Sublease Agreement dated January 31, 2007 (the “Sublease”), between Tenant and TA OPERATING LLC, a Delaware limited liability company (“Subtenant”), pursuant to which Tenant subleases to Subtenant the Leased Property.  Tenant and Subtenant hereby confirm that all references in the Sublease to the word “Lease” shall mean the Lease, as amended by this Amendment, and Tenant and Subtenant hereby reaffirm the Sublease, as so amended.

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Reference is made to that certain Guaranty Agreement dated January 31, 2007 (the “Guaranty”), given by TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC, each a Delaware limited liability company (collectively, the “Guarantors”) to Landlord, pursuant to which the Guarantors guarantee Tenant’s obligations under the Lease.  The Guarantors hereby confirm that all references in the Guaranty to the word “Lease” shall mean the Lease, as amended by this Amendment, and the Guarantors hereby reaffirm the Guaranty.

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