FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2

Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “Amendment”) is made and entered into as of June 16, 2015 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. 2, dated as of June 9, 2015 (the “Lease”), pursuant to which Landlord leases to Tenant and Tenant leases from Landlord certain land and improvements, all as set forth in the Lease; and

WHEREAS, pursuant to the Lease, HPT TA Properties Trust leases to Tenant certain land having an address at 100 N. Carter Road, Ashland, Virginia 23005, as further described on Exhibit A-36 to the Lease (the “Ashland Land”);

WHEREAS, as of the date of this Amendment, HPT TA Properties Trust has acquired from Tenant the buildings and improvements which Tenant owned on the Ashland Land (collectively, the “Ashland Improvements”); and

WHEREAS, Landlord and Tenant desire to amend the Lease to include the Ashland Improvements as part of the Leased Improvements (as defined in the Lease);

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.                                    Capitalized Terms.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease.

2.                                    Ashland Improvements.  Landlord and Tenant hereby confirm that the Leased Improvements include the Ashland Improvements.

3.                                    Minimum Rent.  The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is hereby deleted in its entirety and replaced with the following:

“Minimum Rent” shall mean Forty-One Million Seven Hundred Seventy-Three Thousand Eighty-One Dollars ($41,773,081), subject to adjustment as provided in Section 3.1.1(b).

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

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.

Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (the “Guarantor”), to Landlord with respect to Tenant’s obligations under the Lease (the “Guaranty”).  Guarantor hereby confirms that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this Amendment, and said Guarantor hereby reaffirms the Guaranty.

[Signature Page to 1st Amendment to Lease No. 2]