Fourth Amendment to Amended and Restated Lease Agreement No. 3, dated as of January 23, 2019, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC

Contract Categories: Real Estate - Lease Agreements
EX-10.5 6 a19-3293_1ex10d5.htm EX-10.5

Exhibit 10.5

 

FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 3

 

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 3 (this “Amendment”) is made and entered into as of January 23, 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, and that certain Third Amendment to Lease Agreement No. 3, dated as of January 17, 2019 (as so amended, the “Lease”);

 

WHEREAS, HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, 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 Travel Center located at 4400 Peytonville Road, Franklin, Tennessee 37064 (the “Sold Property”);

 

WHEREAS, Landlord and Tenant wish to amend the Lease to remove the Sold Property and to reflect a corresponding reduction in Minimum Rent; and

 

WHEREAS, Guarantor is 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.             Sold Property.  The Leased Property shall exclude the Sold Property, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Property which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if the Sold Property remained a Property for the remainder of the Term).  In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Sold Property.

 

2.             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 Four Thousand Eighteen and 00/100ths Dollars ($42,404,018.00), subject to adjustment as provided in Section 3.1.1(b).

 

3.             Exhibit AExhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-42” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-42” attached hereto and (b) deleting the legal description for the Sold Property from Exhibit A-31 to the Lease and replacing it with “Intentionally deleted”.

 

4.             Ratification.  As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.

 

5.             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.

 

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

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,

 

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

 


 

EXHIBITS A-1 through A-42

 

Land

 

Exhibit

 

TA
Site No.

 

Property Address

 

Initial
Base Year

A-1

 

16

 

3501 Buttermilk Road, Cottondale (Tuscaloosa), AL 35453

 

2015

A-2

 

 

 

Intentionally deleted

 

 

A-3

 

 

 

Intentionally deleted

 

 

A-4

 

26

 

4265 East Guasti Road, Ontario, CA 91761

 

2015

A-5

 

228

 

2200 Ninth Street, Limon, CO 80828

 

2015

A-6

 

154

 

1875 Meriden-Waterbury Turnpike, Milldale, CT 06467

 

2015

A-7

 

247

 

P.O. Box 638, Baldwin, FL 32234

 

2015

A-8

 

258

 

2995 US Highway 17 South, Brunswick, GA 31525

 

2015

A-9

 

 

 

Intentionally deleted

 

 

A-10

 

92

 

505 Truckers Lane R.R. #7, Bloomington, IL 61701

 

2015

A-11

 

35

 

1702 West Evergreen, Effingham, IL 62401

 

2015

A-12

 

 

 

Intentionally deleted

 

 

A-13

 

173

 

5930 E. State Road 334, Whitestown, IN 46075

 

2015

A-14

 

93

 

7777 Burlington Pike, Florence, KY 41042

 

2015

A-15

 

161

 

1701 N. University Avenue, Lafayette, LA 70507

 

2015

A-16

 

216

 

5501 O’Donnell St. Cutoff, Baltimore, MD 21224

 

2015

A-17

 

 

 

Intentionally deleted

 

 

A-18

 

116

 

6100 Sawyer Road, Sawyer, MI 49125

 

2015

A-19

 

51

 

854 State Highway 80, Matthews, MO 63867

 

2015

A-20

 

181

 

6000 E. Frontage Road, Mill City, NV 89418

 

2015

A-21

 

218

 

Intentionally deleted

 

 

A-22

 

229

 

1700 U.S. Route 66 West, Moriarty, NM 87035

 

2015

A-23

 

210

 

125 Neelytown Road, Montgomery (Maybrook), NY 12549

 

2015

A-24

 

11

 

6762 St. Rt. 127, Eaton (Dayton), OH 45320

 

2015

A-25

 

87

 

3483 Libbey Road, Perrysburg (Toledo), OH 43551

 

2015

A-26

 

36

 

801 South Council Road, Oklahoma City (East), OK 73128

 

2015

A-27

 

183

 

790 NW Frontage Road, Troutdale, OR 97060

 

2015

A-28

 

213

 

10835 John Wayne Drive, Greencastle, PA 17225

 

2015

A-29

 

214

 

875 N. Eagle Valley Rd., Milesburg, PA 16853

 

2015

A-30

 

25

 

1402 E. Main Street, Duncan (Spartanburg), SC 29334

 

2015

A-31

 

 

 

Intentionally deleted

 

 

A-32

 

55

 

7000 I-40 East Whitaker Road, Amarillo, TX 79118

 

2015

A-33

 

235

 

8301 N. Expressway 281, Edinburg, TX 78541

 

2015

A-34

 

233

 

1700 Wilson Road, Terrell, TX 75161

 

2015

A-35

 

186

 

1100 North 130 West, Parowan, UT 84761

 

2015

A-36

 

142

 

10134 Lewison Rd., Ashland, VA 23005

 

2015

A-37

 

50

 

5901 Highway 51, DeForest (Madison), WI 53532

 

2015

A-38

 

234

 

1400 Higley Blvd., Rawlins, WY 82301

 

2015

A-39

 

376

 

1035 West State Road 42, Brazil, IN 47834

 

2017

A-40

 

701

 

715 US 250 East, Ashland, OH

 

2015

A-41

 

238

 

2150-2240 Beltline Blvd., Columbia, SC

 

2020

A-42

 

333

 

160 State Highway 77, Hillsboro, TX

 

2019

 

[See attached copies.]

 

Exhibits A-1 - A-42